ARGO GOLD

ARGO GOLD INC.

Notice of Annual General and Special Meeting of Shareholders

To be Held on February 26, 2026

AND

Management Information Circular

Dated: January 14, 2026

ARGO GOLD INC. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ...i
ARGO GOLD INC. INFORMATION CIRCULAR AND PROXY STATEMENT ...1
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ...1
SOLICITATION OF PROXIES ...1
APPOINTMENT OF PROXYHOLDER ...1
REVOCATION OF PROXIES ...1
VOTING OF PROXIES ...1
INFORMATION FOR NON-REGISTERED SHAREHOLDERS ...2
NOTICE-AND-ACCESS ...3
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ...3
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ...3
PARTICULARS OF MATTERS TO BE ACTED UPON ...4
1. FINANCIAL STATEMENTS ...4
2. FIXING THE NUMBER OF DIRECTORS ...4
3. ELECTION OF DIRECTORS ...5
4. APPOINTMENT OF AUDITORS ...6
5. AUTHORIZING THE BOARD TO FIX THE NUMBER OF DIRECTORS ...7
6. NAME CHANGE ...8
7. ADOPTION OF ADVANCE NOTICE BY-LAW ...8
8. APPROVAL OF THE OPTION PLAN ...9
9. OTHER BUSINESS ...10

STATEMENT OF EXECUTIVE COMPENSATION ...10
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN ...15
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ...15
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ...15
STATEMENT OF CORPORATE GOVERNANCE PRACTICES ...15
AUDIT COMMITTEE ...17
ADDITIONAL INFORMATION ...19
SCHEDULE "A" AMENDED AND RESTATED STOCK OPTION PLAN ...A-1
SCHEDULE "B" ADVANCE NOTICE BY-LAW ...B-1
SCHEDULE "C" AUDIT COMMITTEE CHARTER ...C-1
SCHEDULE "D" REPORTING PACKAGE ...D-1

ARGO GOLD INC.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of shareholders (the "Shareholders") of Argo Gold Inc. ("Argo Gold" or the "Corporation") will be held at Suite 4100, 66 Wellington Street West, TD Bank Tower, Toronto, Ontario M5K 1B7, on Thursday, February 26, 2026 at 11:00 a.m. (Toronto time), for the following purposes:

to receive the audited financial statements of the Corporation for the year ended December 31, 2022, December 31, 2023, and December 31, 2024 (with comparative statements relating to the preceding fiscal period), together with the report of the auditors thereon (the "Annual Financial Statements"), and unaudited condensed interim financial statements for the nine months ended September 30, 2025 (together with the Annual Financial Statements, the "Financial Statements");
to consider and, if deemed advisable, to pass a special resolution to fix the number of directors of the Corporation to be elected at the Meeting at four (4);
to elect the directors of the Corporation;
to appoint MNP LLP, Chartered Professional Accountants, as auditors of the Corporation and to authorize the Board to fix their remuneration;
to consider and, if deemed advisable, to pass a special resolution empowering the board (the "Board") of directors of the Corporation to determine the number of directors of the Corporation hereafter from time to time by resolution of the board of directors;
to consider and, if deemed advisable, to pass a special resolution to approve an amendment to the articles of the Corporation to change the name of the Corporation to "Argo Resources Inc.", with or without variation, or such other name as the Board deems appropriate and as may be approved by the regulatory authorities, as more particularly described in the information circular and proxy statement of the Corporation dated January 14, 2026 (the "Circular");
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to confirm and ratify the advance notice by-law of the Corporation attached to the Circular as Schedule "B", as approved and adopted by the Board and more particularly described in the Circular;
to consider and, if deemed advisable, approve, with or without variation, an ordinary resolution approving the Corporation's stock option plan attached to the Circular as Schedule "A", as more particularly described in the Circular; and
to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the Circular. The Circular is deemed to form part of this notice of Meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

The record date for the determination of Shareholders entitled to receive notice of and to vote their Common Shares is at the close of business on Wednesday, January 14, 2026. Shareholders whose names have been entered in the register of Shareholders at the close of business on that date will be entitled to receive notice of and to vote their Common Shares.

The Corporation has elected to use the notice-and-access ("Notice-and-Access") provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (the "Notice-and-Access Provisions") for the Meeting. The Notice-and-

Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Corporation to post the Circular and any additional materials online via the System for Electronic Document Analysis and Retrieval plus ("SEDAR+") and one other website. Under the Notice-and-Access Provisions, instead of receiving printed copies of the Meeting materials, Shareholders will receive a Notice-and-Access notification containing details of the Meeting date, location and purpose, as well as information on how they can access the Meeting materials electronically. Electronic copies of the Circular, the Financial Statements, and the related management’s discussion and analysis ("MD&A") may be found on the Corporation’s SEDAR+ profile at www.sedarplus.com and also on the Corporation’s website at www.argogold.com. The Corporation will not use procedures known as “stratification” in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Circular to some Shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Circular.

Shareholders with questions about Notice-and-Access can call the Corporation’s transfer agent, TSX Trust Company Inc. at 1-866-600-5869. Shareholders may also obtain paper copies of the Circular, Financial Statements and MD&A free of charge by contacting TSX Trust Company Inc. at the same number or upon request to the Corporation’s CEO. In order to allow for reasonable time to be allotted for a Shareholder to receive and review a paper copy of the Circular prior to the proxy deadline, any Shareholder wishing to request a paper copy of the Circular as described above should do so no later than Tuesday, February 17, 2026.

Registered Shareholders may vote in person at the Meeting or any adjournment or postponement thereof or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place. Registered Shareholders unable to be present at the Meeting in person are requested to complete the enclosed form of proxy and deposit it with TSX Trust Company as follows: (i) by mail using the enclosed return envelope or one addressed to TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1; or (ii) by facsimile to 416-595-9593. If you wish to vote through the Internet, please to go www.voteproxyonline.com and follow the instructions. You will require your 12-digit control number found on your proxy form. In order to be valid and acted upon at the Meeting, forms of proxy must be received by TSX Trust Company not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before the time of the Meeting or any adjournment or postponement thereof.

If you hold Common Shares through a broker, financial institution, trustee, nominee or other intermediary or otherwise and received these materials through your broker or another intermediary, please complete and return the voting instruction form provided to you in accordance with the instructions provided therein.

The instrument appointing a proxy must be in writing and must be executed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal by a duly authorized officer or attorney thereof.

The persons named in the enclosed form of proxy are directors and/or officers of Argo Gold. Each Shareholder has the right to appoint a proxyholder other than such persons, who need not be a Shareholder, to attend and to act for them and on their behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the Shareholder's appointee should be legibly printed in the blank space provided.

Shareholders who are unable to attend the Meeting are requested to read, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the form of proxy.

DATED at Toronto, Ontario, this January 14, 2026.

APPROVED BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Judy Baker"

Chief Executive Officer

ARGO GOLD INC.

INFORMATION CIRCULAR AND PROXY STATEMENT

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

SOLICITATION OF PROXIES

This information circular and proxy statement dated January 14, 2026 (the "Circular") is furnished in connection with the solicitation of proxies by the management of Argo Gold Inc. ("Argo Gold" or the "Corporation") for use at the annual general and special meeting of holders ("Shareholders") of common shares ("Common Shares") of the Corporation and any adjournment or postponement thereof to be held at 11:00 a.m. (Toronto time) on Thursday, February 26, 2026 (the "Meeting") at the place and for the purposes set forth in the notice associated with the Meeting ("Notice of Meeting"). The enclosed proxy is being solicited by the management of the Corporation. Unless otherwise stated, all information in this Circular is as at the date of this Circular, and all references to dollars, "$" or "C$" are to Canadian dollars.

While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally, by facsimile or by telephone by the regular employees of the Corporation at nominal cost. All costs of solicitation by management will be borne by the Corporation.

The contents and the sending of this Circular have been approved by the directors of the Corporation.

APPOINTMENT OF PROXYHOLDER

The individuals named as proxyholders in the form of proxy are directors and/or officers of the Corporation. A REGISTERED SHAREHOLDER WISHING TO APPOINT ANOTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) AS THEIR PROXY TO ATTEND AND VOTE IN THEIR PLACE AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE FORM OF PROXY AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY AND SIGNING AND DATING THE PROXY, OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy will not be valid unless the completed form of proxy is received by TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before the time of the Meeting or any adjournment or postponement thereof.

REVOCATION OF PROXIES

A Shareholder who has given a proxy may revoke it prior to its use by an instrument in writing executed by the Shareholder or by his attorney duly authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer or attorney of such corporation, and delivered to the registered office of the Corporation, at 25 Adelaide St. East, Suite 1400, Toronto, Ontario, M5C 3A1, Canada at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, preceding any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof, or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF PROXIES

The Common Shares represented by a properly executed proxy in favour of persons designated as proxyholders in the enclosed form of proxy will:

(a) be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be called for; and

(b) where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specifications made on such proxy.

SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED.

The enclosed form of proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed proxyholder thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to any other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated by management as proxyholders in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Circular, management of the Corporation knows of no such amendment, variation or other matter that may be presented to the Meeting.

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

Only registered Shareholders or proxyholders duly appointed by registered Shareholders are permitted to vote at the Meeting. Most Shareholders are "non-registered" Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their Common Shares in their own name (referred to herein as "Beneficial Shareholders") should note that only registered Shareholders are entitled to vote at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in such Shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depositary Services Inc., which company acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting Common Shares for the brokers' clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the voting instruction form supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided by the Corporation to the registered Shareholders. However, its purpose is limited to instructing the registered Shareholder (i.e. the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate the responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of Common Shares must be communicated to Broadridge well in advance of the Meeting) in order to have the Common Shares voted.

The Meeting materials are being sent to both registered Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own ("Objecting Beneficial Owners", or "OBOs") and those who do not object to their identity being made known to the issuers of the securities they own ("Non-Objecting Beneficial Owners", or "NOBOs"). Subject to the provision of National Instrument 54-101 – Communication with Beneficial Owners of Securities of Reporting Issuers ("NI 54-101"), issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. If you are a Beneficial Shareholder, and the Corporation or its agent has sent these materials directly to you, your name,

address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and vote their Common Shares as proxyholder for the registered Shareholder should enter their own names in the blank space or voting instruction form provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

NOTICE-AND-ACCESS

The Corporation is utilizing the notice-and-access mechanism (the "Notice-and-Access Provisions") that came into effect on February 11, 2013 under NI 54-101 and National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") for distribution of this Circular to all registered Shareholders and Non-Registered Shareholders.

The Notice-and-Access Provisions are a new set of rules that allows reporting issuers to post electronic versions of proxy-related materials (such as proxy circulars and financial statements) on-line, via SEDAR+ and one other website, rather than mailing paper copies of such materials to Shareholders. Electronic copies of the Circular, the respective financial statements and MD&A may be found on the Corporation’s SEDAR+ profile at www.sedarplus.com and also on the Corporation’s website at www.argogold.com. The Corporation will not use procedures known as “stratification” in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of this Circular to some Shareholders with the notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of this Circular. Shareholders are reminded to review this Circular before voting.

Although this Circular, the respective financial statements and the MD&A will be posted electronically on-line as noted above, Shareholders will receive paper copies of a “notice package” via prepaid mail which shall include the Notice with information prescribed by NI 54-101 and NI 51-102, as well as a form of proxy or voting instruction form.

The Corporation anticipates that notice-and-access will directly benefit the Corporation through a substantial reduction in both postage and material costs, and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.

Shareholders with questions about notice-and-access can call the Corporation’s transfer agent TSX Trust Company Inc. at 1-866-600-5869. Shareholders may also obtain paper copies of this Circular, the respective financial statements and the MD&A free of charge by contacting TSX Trust Company Inc. at the same number or upon request to the CEO of the Corporation.

A request for paper copies which are required in advance of the Meeting should be sent so that they are received by the Corporation or TSX Trust Company Inc., as applicable, by February 17, 2026 in order to allow sufficient time for Shareholders to receive their paper copies and to return (a) their form of proxy to the TSX Trust Company Inc., or (b) their voting instruction form to their Intermediaries by its due date.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Circular, no director or executive officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has or has had any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Corporation is authorized to issue an unlimited number of Common Shares without par value. As at the date of this Circular, the Corporation had 72,087,774 issued and outstanding Common Shares. Only Shareholders of record

at the close of business (Toronto time) on Wednesday, January 14, 2026 (the "Record Date") who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their Common Shares voted at the Meeting.

Each Common Share outstanding on the Record Date carries the right to vote at the meeting.

To the knowledge of the directors and executive officers of the Corporation, there are no persons or companies who beneficially own, or exercise control or direction over, directly or indirectly, Common Shares carrying more than ten percent (10%) of the voting rights attached to all outstanding Common Shares, except the following:

Shareholder	No. of Shares Beneficially Owned, Controlled or Directed	Percentage of Outstanding Shares
The Sprott Foundation(1)	11,200,000	15.54%
Eric Sprott(1)(2)	13,200,000	18.31%

Notes:
(1) Such shareholder information is obtained from the issuer profile publicly available on System for Electronic Disclosure by Insiders.
(2) Holds 2,000,000 Common Shares through 2176423 Ontario Ltd., and 11,200,000 Common Shares through the Sprott Foundation.

PARTICULARS OF MATTERS TO BE ACTED UPON

GENERAL

Unless otherwise directed, it is the intention of management's proxyholders to vote proxies IN FAVOUR OF the resolutions set forth herein.

FINANCIAL STATEMENTS

The audited financial statements of the Corporation for the financial years ended December 31, 2022, December 31, 2023, and December 31, 2024 (including the auditor's report thereon), and unaudited condensed interim financial statements for the nine months ended September 30, 2025, will be placed before the Shareholders at the Meeting. They have been mailed to the Shareholders who have requested they receive a copy of same together with the Notice of Meeting and this Circular. These audited financial statements are available at www.sedarplus.ca.

No approval or other action needs to be taken at the Meeting in respect of these documents.

Pursuant to NI 51-102 and NI 54-101, both of the Canadian Securities Administrators, a person or corporation who in the future wishes to receive annual and interim financial statements from the Corporation must deliver a written request for such material to the Corporation. Shareholders who wish to receive annual and interim financial statements are encouraged to complete the appropriate section on the Financial Statement Request Form attached to this Circular and send it to the Corporation.

FIXING THE NUMBER OF DIRECTORS

At the Meeting, it is proposed that the Shareholders will be asked to consider, and, if deemed advisable, to approve, with or without variation, a special resolution to set the number of directors of the Corporation to be elected or appointed at four (4).

The text of this special resolution which management intends to place before the Meeting is set forth below:

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

I. the number of directors of the Corporation to be set at four (4) for the ensuing year;

II. the board (the "Board") of directors of the Corporation shall be empowered to adjust such number of directors between the Meeting and the next annual general meeting of shareholders of the Corporation by way of resolution of the Board in accordance with the Corporation's constating documents; and

III. any one director or officer of the Corporation be and is hereby authorized and instructed to take all such acts and proceedings and to execute and deliver all such applications, authorizations, certificates, documents and instruments, as in their opinion may be reasonably necessary or desirable for the implementation of this resolution."

The board (the "Board") of directors of the Corporation recommends that Shareholders vote FOR the resolution fixing the number of directors at four (4) which resolution must be approved by not less than two-thirds of the votes cast by Shareholders who voted in respect thereof. It is the intention of the persons named in the form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy to vote IN FAVOUR OF fixing the number of directors of Argo Gold to be elected at the Meeting at four (4).

3. ELECTION OF DIRECTORS

There are four (4) directors to be elected at the Meeting, each of whom are currently directors of the Corporation.

The term of office of each of the present directors expires immediately prior to the election of directors at the Meeting. Voting on the election of directors will be conducted on an individual basis. Management recommends that Shareholders vote FOR the election of each of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director and all proposed directors have confirmed their willingness to serve or continue to serve as directors. Each director elected will hold office until the next annual general meeting of the Corporation or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the Articles of the Corporation or the provisions of the Business Corporations Act (Ontario) ("OBCA").

The following table and notes thereto sets out the name of each person proposed to be nominated by management for election as a director, the province or state and country in which he or she is ordinarily resident, all offices of the Corporation now held by him or her, his or her principal occupation, the period of time for which he or she has been a director of the Corporation and the number of Common Shares beneficially owned by him or her, directly or indirectly, or over which he or she exercises control or direction, as at the date of this Circular:

Name, Position, and Province/State & Country of Residence(1)	Principal Occupation and Occupation during the Past Five Years(1)	Director Since	Number of shares beneficially owned or controlled or directed, directly or indirectly controlled(1)
JUDY BAKER
Chief Executive Officer & Director
Ontario, Canada	President, Chief Executive Officer (“CEO”) and a Director of Argo Gold Inc. (June 2013 – January 2019) and CEO and Director (July 2019 to present).	July 4, 2019	5,865,250
GEORGE LANGDON(2)
Director
Ontario, Canada	Independent Consulting Geologist.	June 14, 2013	270,000
JONATHAN ARMES(3)
Director
Ontario, Canada	Managing Director of Enviromine Inc. (January 2019 to present) and former President and Director of Ophir Gold Corp. (formerly MinKap Resources Inc.) (February 2016 - April 2021), including CEO (February 2016 - October 2020).	June 10, 2020	14,960
CHRISTOPHER WARDROP(3)
Director
Ontario, Canada	Lawyer with Poulson Law, a law firm in Sudbury, Ontario and a member in good standing with the Law Society of Ontario (November 2019 to present).	June 10, 2020	nil

Notes:
(1) The information, not being within the knowledge of the Corporation, has been furnished by the respective director or director nominee.
(2) Audit Committee Chair.

(3) Member of the Audit Committee.

As at the date of this Circular, the individuals nominated as directors of the Corporation as set forth in the foregoing table, as a group, beneficially owned, directly or indirectly, 6,150,210 Common Shares constituting approximately 8.53% of the issued and outstanding Common Shares.

Corporate Cease Trade Orders

To the best of the Corporation's knowledge, none of the nominees is, as at the date of this Circular, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company, including the Corporation, that: (i) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, in any case that was in effect for more than 30 consecutive days (an "order") that was issued while the nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Personal Bankruptcies

To the best of the Corporation's knowledge, none of the nominees is, as at the date of this Circular, or has been within the 10 years before the date hereof, (i) a director or executive officer of any company, including the Corporation, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the nominee.

Penalties and Sanctions

To the best of the Corporation's knowledge, none of the nominees has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

It is the intention of the persons named in the form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote IN FAVOUR OF the election of each individual nominee director. For further clarification, individual nominee director means nominee of management as the management of the Corporation will not be voting in favour of nominees nominated by Shareholders from the floor.

4. APPOINTMENT OF AUDITORS

Effective January 22, 2024, MNP LLP were appointed auditors to the Corporation by the Audit Committee of the Corporation (the "Audit Committee") and Board of Directors of the Corporation (the "Board"). For information relating to the fees paid to MNP LLP over the last two calendar years, see "Audit Committee". Shareholders will be asked to appoint MNP LLP to serve as auditors of the Corporation until the next annual general meeting of Shareholders and to authorize the directors to fix their remuneration.

Effective January 22, 2024, the Corporation filed on its SEDAR+ profile a reporting package (as defined in section 4.11 of NI 51-102) composed of (i) a Notice of Change of Auditors pursuant to NI 51-102, to the Corporation's former auditors, McGovern Hurley LLP, and to the Corporation's new auditors, MNP LLP, and (ii) letters from McGovern Hurley LLP and MNP LLP responding to the Auditors Notice pursuant to NI 51-102. The reporting package is attached hereto as Schedule "D".

It is the intention of the persons named in the form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote IN FAVOUR OF an ordinary resolution to appoint the firm of MNP LLP to serve as auditors of the Corporation until the next annual general meeting of Shareholders and to authorize the directors to fix their remuneration as such.

5. AUTHORIZING THE BOARD TO FIX THE NUMBER OF DIRECTORS

Pursuant to section 125(3) of the Business Corporations Act (Ontario) (the "OBCA"), if the articles of incorporation of the Corporation (the "Articles") provide for a minimum and maximum number of directors, the directors may, if a special resolution of Shareholders so provides, fix the number of directors to be elected at an annual meeting.

In addition, section 124(2) of the OBCA also provides that where a special resolution empowers directors to fix the number of directors in accordance with section 125(3) of the OBCA, the directors may appoint one or more directors between annual meetings, to hold office for a term expiring not later than the close of the next annual meeting of Shareholders, but the total numbers so appointed may not exceed one-third of the number of directors elected at the previous annual meeting.

From time to time, the Board identifies an individual who could make a valuable contribution to the Corporation as a director. The Board wishes to have the ability to invite such an individual to join the Board between Shareholders' meetings, without the need to create a vacancy, as this may restrict the Corporation's ability to enhance the Board at the earliest opportunity.

By adopting the proposed special resolution, it will be possible to more quickly take advantage of opportunities to augment the Board. At the same time, given the limitation on the number of directors who can be added between meetings and the expiry of the term of such directors at the next annual meeting, the Shareholders maintain their control over the composition of the Board.

For these reasons, Shareholders will be asked to consider, and, if deemed advisable, to approve, with or without variation, a special resolution to empower the directors to fix the number of directors to be elected within the minimum and maximum number of directors provided for in the Articles.

The text of this special resolution which management intends to place before the Meeting for the approval of the empowerment of the directors to fix the number of directors to be elected within the minimum and maximum number of directors provided for in the Articles is set forth below:

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

I. in accordance with section 125(3) of the Business Corporations Act (Ontario), the directors shall be empowered and authorized to determine the number of directors of the Corporation to be elected at annual meetings of the Corporation within the minimum and maximum numbers provided for in the Articles of the Corporation; and

II. any one director or officer of the Corporation be, and he is hereby authorized and instructed to take all such acts and proceedings and to execute and deliver all such applications, authorizations, certificates, documents and instruments, as in their opinion may be reasonably necessary or desirable for the implementation of this resolution."

The Board recommends that Shareholders vote FOR the resolution empowering and authorizing the Board to fix the number of directors which resolution must be approved by not less than two-thirds of the votes cast by Shareholders who voted in respect thereof. It is the intention of the persons named in the form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy to vote IN FAVOUR OF authorizing the Board to fix the number of directors.

6. NAME CHANGE

The Corporation intends to change its name from "Argo Gold Inc." to "Argo Resources Inc.", or such other name as the directors of the Corporation deem appropriate and as may be approved by the regulatory authorities to better reflect its go-forward vision and strategy as an oil and gas exploration company. Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought appropriate, pass a special resolution (the "Name Change Resolution") authorizing the Corporation to file articles of amendment pursuant to section 168 of the OBCA to change its name from "Argo Gold Inc." to "Argo Resources Inc." or such other name as the Board deems appropriate and as may be approved by the regulatory authorities, to be implemented at a date to be determined by the Board to be in the best interests of the Corporation (the "Name Change"). If the Name Change Resolution is approved by Shareholders at the Meeting and the Name Change is implemented, it is expected that the Common Shares will trade under a new stock symbol. The Corporation will make an announcement if and when the Name Change is effected.

The Board has determined it is in the best interests of the Corporation to effect the Name Change to better reflect the Corporation's go-forward business strategy and operations. At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to pass the Name Change Resolution substantially in the form set forth below:

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Argo Gold Inc. (the "Corporation") is hereby authorized to file articles of amendment ("Articles of Amendment") pursuant to section 168 of the Business Corporations Act (Ontario) (the "OBCA") to change the name of the Corporation from "Argo Gold Inc." to "Argo Resources Inc." or such other name as the directors of the Corporation deem appropriate and as may be approved by the regulatory authorities (the "Name Change"), to become effective at a date to be determined by the directors when it is considered to be in the best interests of the Corporation to implement the Name Change;
any director or officer of the Corporation is authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver or cause to be delivered Articles of Amendment to the Registrar under the OBCA to give effect to the name change at such time as the directors determine to implement the same;
notwithstanding this special resolution has been duly passed by the holders (the "Shareholders") of the common shares of the Corporation, the directors of the Corporation may in their sole discretion revoke this special resolution in whole or in part at any time prior to it being given effect without further notice to, or approval of, the Shareholders; and
any one director or officer of the Corporation is authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this special resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing."

The Name Change Resolution must be approved by not less than two-thirds of the votes cast by Shareholders who voted in respect of thereof. It is the intention of the persons named in the form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote those proxies IN FAVOUR OF the Name Change Resolution.

7. ADOPTION OF ADVANCE NOTICE BY-LAW

The Board believes that all Shareholders should be provided with sufficient disclosure about director nominees and have sufficient time to consider such disclosure to enable them to make an informed voting decision with respect to the election of directors. Accordingly, the Board adopted an advance notice by-law (the "Advance Notice By-Law") to provide Shareholders, directors and management of the Corporation with a transparent, structured and fair process

for nominating directors for consideration at any meeting of Shareholders. The Advance Notice By-Law is similar to advance notice by-laws adopted by many other Canadian public companies.

Under the Advance Notice By-law, Shareholders seeking to nominate candidate(s) for election to the Board are generally required to provide notice of such nomination(s):

in the case of an annual meeting of Shareholders, not less than 30 days (or 40 days where notice and access procedures under NI 54-101 are to be used) prior to the date of the annual meeting, provided that in the event an annual meeting will be held less than 50 days after the date on which the first public announcement of the date of the annual meeting is made, notice of nominations must be made not later than the tenth day following the date of such announcement; and
in the case of a special meeting of Shareholders that is not also an annual meeting, not less than 15 days following the day on which the first public announcement of the date of the special meeting is made.

The Advance Notice By-Law additionally sets out the information regarding the proposed nominees that must be included in a notice of director nominations. The Board may waive any requirement under the Advance Notice By-Law in its sole discretion.

This summary of the Advance Notice By-Law is qualified in its entirety by the complete text of the Advance Notice By-Law, which is attached as Schedule "B" to this Circular.

Pursuant to the OBCA, the Advance Notice By-Law became effective upon its approval by the Board on August 22, 2025, but will cease to be effective unless the Advance Notice Resolution is approved by Shareholders at the Meeting.

At the Meeting, the Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution (the "Advance Notice Resolution") to confirm and ratify the Advance Notice By-Law in the form set out in Schedule "B" to this Circular. To be effective, the Advance Notice Resolution must be passed by a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, substantially in the form set forth below:

"BE IT RESOLVED THAT:

the advance notice by-law ("Advance Notice By-Law") attached as Schedule "B" to the management information circular of Argo Gold Inc. (the "Corporation") relating generally to the conduct of the business and affairs of the Corporation, be and the same is hereby ratified and confirmed; and
any one director or officer of the Corporation be and is hereby authorized and directed to do and perform all such acts and things and to execute and deliver or cause to be executed and delivered, for, in the name of and on behalf of the Corporation all such deeds, documents and other instruments as may be necessary or desirable to perform or give effect to the provisions of this resolution."

The Advance Notice Resolution must be approved by a majority of the votes cast by Shareholders who voted in respect thereof. It is the intention of the persons named in the form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote those proxies IN FAVOUR OF the Advance Notice Resolution.

8. APPROVAL OF THE OPTION PLAN

The Corporation previously maintained an incentive stock option plan (the "Legacy Plan"). Effective October 26, 2022, the Board approved the amendment and restatement of the Legacy Plan (such amended and restated option plan referred to herein as the "Option Plan") in the form attached as Schedule "A" to this Circular. A summary of the Option Plan is set out in this Circular under the heading "Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans".

The Option Plan reserves for issuance such number of Common Shares equal to 10% of the number of Common Shares issued and outstanding at any time less the aggregate number of Common Shares then reserved for issuance pursuant to any other security-based compensation arrangements.

As of the date of this Circular, there are 0 options issued and outstanding under the Option Plan and given that the Common Shares of the Corporation outstanding as at the date of the Circular is 72,087,774, approximately 7,208,777 Common Shares of the Corporation are issuable under the Option Plan.

The Option Plan will be considered "rolling" plan and, pursuant to the policies of the Canadian Securities Exchange, will require shareholder approval every three (3) years. Accordingly, the Shareholders will need to re-approve the Option Plan on or before February 19, 2029.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "Option Plan Resolution") approving, confirming and ratifying the Option Plan. The complete text of the Option Plan Resolution is as follows:

BE IT RESOLVED THAT:

the amended and restated stock option plan (the "Option Plan") of Argo Gold Inc. (the "Corporation"), in substantially the form described in and attached as Schedule "A" to the Corporation's management information circular, is hereby approved, confirmed and ratified in replacement of the legacy stock option plan of the Corporation (the "Legacy Stock Option Plan");
the maximum number of common shares in the capital of the Corporation (the "Common Shares") authorized and reserved from treasury for issuance under the Option Plan is 10% of the Common Shares issued and outstanding at any time;
any issued and outstanding stock options granted under the Legacy Stock Option Plan shall be continued under and governed by the Option Plan;
all unallocated rights to acquire Common Shares, or other entitlements available under the Option Plan are hereby ratified, confirmed and approved; and
any one director or officer of the Corporation is authorized and directed, on behalf of the Corporation to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things that may be necessary or desirable to give effect to the foregoing resolutions."

The Option Plan Resolution must be approved by a majority of the votes cast by Shareholders who voted in respect thereof. It is the intention of the persons named in the form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote those proxies IN FAVOUR OF the Option Plan Resolution.

OTHER BUSINESS

Management of the Corporation knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters properly come before the Meeting, it is the intention of the management proxyholders to vote on the same in accordance with their best judgment on such matters.

STATEMENT OF EXECUTIVE COMPENSATION

In accordance with the requirements of NI 51-102, the Canadian Securities Administrators have issued guidelines on executive compensation disclosure for venture issuers as set out in Form 51-102F6V – Statement of Executive Compensation – Venture Issuers ("Form 51-102F6V"). The objective of the disclosure is to communicate the compensation the Corporation paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year, and the decision-making process relating to compensation. Set

forth below is the Statement of Executive Compensation – Venture Issuers for the Corporation for the year ended December 31, 2025.

Director and Named Executive Officer Compensation (excluding Compensation Securities)

The named executive officers (as defined in Form 51-102F6V) of the Corporation in fiscal 2024 were (i) Judy Baker, Chief Executive Officer and (ii) Vivan Austin, Controller (each a "Named Executive Officer" or "NEO"). No other employees of the Corporation, including any of its subsidiaries, satisfy the criteria of "named executive officer" for the year ended December 31, 2025.

The following table sets forth for the years ended December 31, 2025, 2024 and 2023 all compensation (other than stock options and other Compensation Securities, as defined below) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation, to each Named Executive Officer and director, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the Named Executive Officer or director for services provided and for services to be provided, directly or indirectly, to the Corporation or a subsidiary of the Corporation.

TABLE OF COMPENSATION (EXCLUDING COMPENSATION SECURITIES)^{(1)}
Name and Position	Year	Salary, Consulting Fee Retainer or Commission	Bonus	Committee or Meeting Fees	Value of Perquisites^{(2)}	Value of all other Compensation	Total Compensation
Judy Baker
- Chief Executive Officer
- Director^{(3)}	December 31, 2025	$120,000	-	-	-	-	$120,000
	December 31, 2024	$120,000					$120,000
	December 31, 2023	$120,000					$120,000
Vivian Austin
- Controller	December 31, 2025	$112,500	-	-	-	-	$112,500
	December 31, 2024	$112,000					$112,000
	December 31, 2023	$70,500					$70,500
George Langdon
Director	December 31, 2025	$19,400	-	-	-	-	$19,400
	December 31, 2024	$10,000					$10,000
	December 31, 2023	$5,000					$5,000
Jonathan Armes
- Director	December 31, 2025	$15,000	-	-	-	-	$15,000
	December 31, 2024	$11,000					$11,000
	December 31, 2023	$5,000					$5,000
Chris Wardrop
- Director	December 31, 2025	$15,000	-	-	-	-	$15,000
	December 31, 2024	$10,000					$10,000
	December 31, 2023	$5,000					$5,000

Notes:

(1) This table does not include any amount paid as reimbursement for expenses.
(2) NEOs and directors whose total salary for the applicable financial year was $150,000 or less did not receive perquisites that, in aggregate, were greater than $15,000.
(3) Ms. Baker did not receive any compensation as a director.

External Management Companies

No individual acting as a NEO of the Corporation is not also an employee of the Corporation and/or a subsidiary thereof. The Corporation has not entered into an understanding, arrangement or agreement with an external management company to provide executive management services to the Corporation, directly or indirectly.

Stock Options and Other Compensation Securities

As at the date of this Circular, the Corporation has no stock options or Compensation Securities outstanding. Further, no Compensation Securities were granted or issued to Corporation's directors and NEOs in the year ended December 31, 2025. "Compensation Securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Corporation or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

Stock Option Plans and Other Incentive Plans

Argo Gold previously maintained an incentive stock option plan (the "Legacy Plan"). As at the date of this Circular, there are no stock options outstanding under the Legacy Plan. Effective October 26, 2022, the Board approved the amendment and restatement of the Legacy Plan (such amended and restated option plan referred to herein as the "Option Plan") in the form attached to the Circular in Schedule "A". A summary of the Option Plan is set out below. Capitalized terms not otherwise defined below have the meaning set forth in the Option Plan.

Purpose. The purpose of the Option Plan is to attract and retain superior directors, officers, consultants, employees and other persons or companies engaged to provide ongoing services to the Corporation or its affiliate entities, to provide an incentive for such persons to put forth maximum effort for the continued success and growth of the Corporation, and in combination with these goals, to encourage their equity participation in the Corporation and to attract new directors, officers, employees and consultants.

Eligible Participants. Any director, officer, consultant, or employee of the Corporation or of a related entity of the Corporation is eligible to participate and "charitable organization" within the meaning of the Income Tax Act (Canada) at the time the Option is granted.

Number of Ordinary Shares Reserved. The maximum aggregate number of Common Shares reserved for issuance under the Option Plan shall not exceed 10% of the issued and outstanding Common Shares from time to time, less the aggregate number of Common Shares then reserved for issuance pursuant to any other share compensation arrangement. If any Option expires or otherwise terminates for any reason (including exercise of the Option), the number of Common Shares in respect of which the option expired or terminated will again be available for purposes under the Option Plan.

Maximum Percentage to Insiders. Including all other security-based compensation arrangements, no more than 10% of the issued and outstanding Common Shares will be issuable to insiders of the Corporation at any time pursuant to the Option Plan, and no more than 10% of the issued and outstanding Common Shares will be issued to insiders within a one-year period.

Limitations on Individual Grants. The total number of Common Shares that may be reserved for issuance to any one person pursuant to Options granted under the Plan in any one year shall not exceed 5% of the Common Shares outstanding on the grant date of the Options.

Determination of Exercise Price. The Board shall determine, in its sole discretion, the Option Price applicable to each Option, provided that the Option Price shall not be less than $0.05 or such other amount allowable under the rules of any stock exchange on which the Common Shares may be listed.

Vesting. The Board in its sole discretion may determine and impose terms upon which each Option shall become vested in respect of Common Shares including without limitation the terms under which vesting of the Option may be accelerated, subject to that options granted to consultants performing investor relation activities shall vest over a minimum of 12 months with no more than 1/4 of such options vesting in any 3 months period.

Accelerated Vesting Event. The Option Plan defines an Accelerated Vesting Event as any of the following events: (i) a take-over bid (as defined under Securities Legislation) is made for Shares or Convertible Securities which, if successful would result (assuming the conversion, exchange or exercise of the Convertible Securities, if any, that are

the subject of the take-over bid) in any person or persons acting jointly or in concert (as determined under Securities Legislation) or persons associated or affiliated with such person or persons (as determined under Securities Legislation) beneficially, directly or indirectly, owning shares that would, notwithstanding any agreement to the contrary, entitle the holders thereof for the first time to cast at least 50% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect Directors; (ii) the acquisition or continuing ownership by any person or persons acting jointly or in concert (as determined under Securities Legislation), directly or indirectly, of Shares or of Convertible Securities, which, when added to all other securities of the Corporation at the time held by such person or persons, persons associated with such person or persons, or persons affiliated with such person or persons (as determined under Securities Legislation) (collectively, the "Acquirors"), and assuming the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors, results in the Acquirors beneficially owning shares that would, notwithstanding any agreement to the contrary, entitle the holders thereof for the first time to cast at least 50% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect Directors; (iii) an amalgamation, merger, arrangement or other business combination (a "Business Combination") involving the Corporation receives the approval of, or is accepted by, the securityholders of the Corporation (or all classes of securityholders whose approval or acceptance is required) or, if their approval or acceptance is not required in the circumstances, is approved or accepted by the Corporation and as a result of that Business Combination, parties to the Business Combination or securityholders of the parties to the Business Combination, other than the securityholders of the Corporation, own, directly or indirectly, shares of the continuing entity that entitle the holders thereof to cast at least 50% of the votes attaching to all shares in the capital of the continuing entity that may be cast to elect directors.

Upon the occurrence of an Accelerated Vesting Event, the Board will have the power, at its sole discretion and without being required to obtain the approval of Shareholders or the holder of any Option, except pertaining to Options granted which require prior written approval from any stock exchange on which the Common Shares may be listed, to make such changes to the terms of Options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of Options, conditionally or unconditionally; (b) terminating every Option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the Options are proposed to be granted to or exchanged with the holders of Options, which replacement options treat the holders of Options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of Common Shares under such transaction; (c) otherwise modifying the terms of any Option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any Option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event.

Term. Each Option granted will have a term specified by the Board, up to a maximum of ten years from the date of grant.

Termination of Employment. Should a Participant cease to be an eligible person during the term of an Option for any reason other than death, or cause, the Option will be exercisable for a maximum of 90 days thereafter, or until Option expiry, whichever comes first. If a Participant dies during the term of an option while in employment, engagement, or while a director of the Corporation or its related entity, such Option will be exercisable by the Participant's estate for a maximum of twelve months from the date of the Participant's death, or until Option expiry, whichever comes first. If a Participant ceases to be an eligible person under the Option Plan as a result of being terminated for cause, the term of any Option held will be deemed to expire immediately upon termination.

Non-Transferable. An Option issued under the Option Plan is non-assignable and non-transferrable.

Amendments Requiring Shareholder Approval. If the amendment of an Option requires regulatory or Shareholder approval required by the Exchange, such amendment may be made prior to such approvals being given, but no such amended Options may be exercised unless or until such approvals are given.

As at the date of this Circular, there are no stock options outstanding under the Option Plan.

Employment, Consulting and Management Agreements

The Corporation does not have any agreements or arrangements under which compensation was provided during the year ended December 31, 2025 or is payable in respect of services provided to the Corporation that were performed by a director or NEO of the Corporation or performed by any other party but are services typically provided by a director or a NEO of the Corporation.

Oversight and Description of Director and Named Executive Officer Compensation

Due to the Corporation's recent history and conditions of the financial market for mining exploration issuers, the Corporation has taken a pared-down approach to its compensation practices. While the Board has previously adopted a mandate for a compensation committee (the "Compensation Committee"), no members of the Board have been appointed to the Compensation Committee, and the functions of the Compensation Committee have been assumed by the Board, as a whole.

Director Compensation

Director compensation is determined by the Board. Given the relatively small size of the Corporation, director compensation is reviewed and adjusted on an ad hoc basis with reference to such criteria as the Board considers relevant from time to time, including: the compensation paid by the Corporation's peers to their directors; and information and advice received from compensation consultants (if retained).

NEO Compensation

NEO compensation is determined by the Board. Given the relatively small size of the Corporation, NEO compensation is reviewed and adjusted on an ad hoc basis with reference to such criteria as the Board considers relevant from time to time, including: the compensation paid by the Corporation's peers to their NEOs; information and advice received from compensation consultants (if retained); the operational and financial performance of the Corporation; the performance of individual NEOs; and the state of the industry in which the Corporation operates.

Components of Compensation in 2025

For the year ended December 31, 2025, compensation awarded to, earned by, paid or payable to the NEOs consisted solely of monthly consulting fees.

Performance Criteria or Goals

In 2025, neither the total compensation nor any significant element of total compensation of the NEOs was tied to one or more performance criteria or goals, such as milestones, agreements or transactions.

Significant Events Affecting Compensation

Except as disclosed elsewhere herein, there were no significant events that occurred during the year ended December 31, 2025 that have significantly affected NEO compensation.

Compensation Determinations

When making recommendations with respect to NEO compensation, the Board reviews the recommendations of management and the recommendations of any compensation consultant retained and considers compensation in light of the state of the industry in which the Corporation operates.

Use of Peer Group

Although the Board review the compensation offered by the Corporation's peers to their NEOs on an ad hoc basis from time to time when evaluating the competitiveness and continued appropriateness of, and potential changes to,

the Corporation's compensation package for its NEOs, the Board did not make use of a formal peer group to determine NEO compensation during the year ended December 31, 2025.

Significant Changes to Compensation Policies

The Corporation did not make any significant changes to its compensation policies during (or after) the year ended December 31, 2025 that could or will have an effect on director or NEO compensation.

Pension Disclosure

The Corporation does not provide a pension to any of its directors or NEOs.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The following table provides information regarding the Corporation's equity compensation plans as of December 31, 2025, under which securities of the Corporation are authorized for issuance to directors, officers, employees and consultants of the Corporation and its affiliates:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column "A")
Equity compensation plans approved by Shareholders	-	-	-
Equity compensation plans not approved by Shareholders (1) (2)	Nil	n/a	7,208,777
Total	Nil	n/a	7,208,777

Notes:
(1) The Legacy Plan was last approved by the Shareholders on June 14, 2013.
(2) The Option Plan was established following December 31, 2021.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time during the year ended December 31, 2025 (being the Corporation's last completed financial year), was any director, executive officer, employee, proposed management nominee for election as a director of the Corporation or any associate of any such director, executive officer, or proposed management nominee of the Corporation or any former director, executive officer or employee of the Corporation, indebted to the Corporation or indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation, other than for routine indebtedness.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (as defined in NI 51-102), proposed director of the Corporation, or any associate or affiliate of any informed person or proposed director of the Corporation has, since January 1, 2025 (being the commencement of the Corporation's last completed financial year), had any material interest, direct or indirect, in any transactions which materially affected or would materially affect the Corporation, except as otherwise set out below.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 – Disclosure of Corporate Governance Practices requires issuers, such as the Corporation, to provide disclosure with respect to their corporate governance practices in accordance with Form 58-101F2. The required disclosure for the Corporation is set out below.

Board of Directors

The Board is currently composed of four (4) directors, three (3) being independent directors, as follows:

Name	Position	Independent/Non-Independent
Judy Baker	CEO and Director	Non-Independent
George Langdon	Director	Independent
Jonathan Armes	Director	Independent
Christopher Wardrop	Director	Independent

Of the proposed directors, all except Judy Baker, who currently serves as the Corporation's Chief Executive Officer, are considered by the Board to be "independent" within the meaning of applicable securities legislation.

Other Directorships

As of the current date, certain of the Corporation's directors are presently on the boards of other public companies as follows:

Name	Corporation Boards
Judy Baker	Black Bear Minerals Ltd.

Orientation and Continuing Education

All new directors are provided with comprehensive information about Argo Gold. Directors have the opportunity to meet with the Chief Executive Officer to obtain insight into the operations of Argo Gold. New directors are briefed on the Corporation's current property holdings and ongoing exploration programs, overall strategic plans, short, medium and long-term corporate objectives, financial status, general business risks and mitigation strategies, and existing company policies.

The skills and knowledge of the Board as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies, particularly in the natural resource sector. It is the Corporation's view that all current members of the Board are well-versed and educated in the factors critical to the success of Argo Gold. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management's assistance. Board members have full access to the Corporation's records. Reference is made to the table under the heading "Election of Directors" for a description of the current principal occupations of the members of the Board.

Ethical Business Conduct

The Board expects management to operate the business of the Corporation in a manner that enhances Shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Corporation's business plan and to meet performance goals and objectives. Directors and senior officers are bound by the provisions of the Corporation's articles and the OBCA which sets forth resolutions for any conflicts of interest. In particular, any director who has a material interest in a particular transaction is required to disclose such interest and to refrain from voting with respect to the approval of any such transaction.

Nomination of Directors

The Corporation does not currently have a Nomination and Corporate Governance Committee. Until appointed, the Board will assume such responsibilities. These responsibilities include: (1) reviewing the corporate governance

policies and practices of the Corporation generally and developing the approach of the Corporation to corporate governance issues and practices; and (2) making proposals for new nominees to the Board and conducting such background reviews, assessments, interviews and other procedures as it believes necessary to ascertain the suitability of a particular nominee. The Corporation has previously adopted a written charter for the Nomination and Corporate Governance Committee.

Compensation

The Corporation does not currently have a Compensation Committee. The Board currently assumes such responsibilities with significant input from the Chief Executive Officer. These responsibilities generally include: (1) approving the issuance of all security-based incentives; (2) developing an executive compensation strategy to attract, retain and motivate senior management to achieve superior results; (3) reviewing and appraising the performance of the executive officers of the Corporation; (4) reviewing short-term and long-term talent management and succession planning.

Assessment

The Corporation does not currently have a Nomination and Corporate Governance Committee. Until appointed, the Board will assume the responsibilities of the committee, which include the on-going responsibility to assess (i) the effectiveness and contribution of the individual directors including the Chair of the Board and Chair of the committees of the Board on an ongoing basis; (ii) the effectiveness of the directors of the Corporation as a whole; and (iii) the effectiveness of the committees of directors of the Corporation and the mandates of each of such committees. These assessments are currently performed by the Board.

AUDIT COMMITTEE

Pursuant to the provisions of National Instrument 52-110 – Audit Committees ("NI 52-110"), the Corporation is required to disclose certain information concerning its Audit Committee including the Audit Committee's charter, the composition of the Audit Committee and is relationship with its independent auditors. Such information is set forth below. The Corporation is a venture issuer and relies on an exemption to provide the Audit Committee disclosures contained in this Information Circular as required by Form 52-110F2 – Disclosure by Venture Issuers ("Form 52-110F2").

Audit Committee's Charter

As a Canadian Securities Exchange listed company, the Corporation is required to have an audit committee for the purpose of monitoring and enhancing the quality of the financial information disclosed by the Corporation. The Audit Committee's charter is reproduced in Schedule "C".

Composition of Audit Committee

The Audit Committee is currently comprised of Mr. Langdon, Mr. Armes and Mr. Wardrop and Mr. Langdon acts as the Chair of the Audit Committee. All three (3) members are "independent", and each are "financially literate" within the meaning of NI 52-110. In addition to each member's general business experience, the education and experience of each audit committee member is relevant to the performance of his or her responsibilities as an audit committee member.

The following is a description of the education and experience of each member of the Audit Committee and Mr. Langdon (who is expected to be appointed as Chair of the Audit Committee):

Name and Place of Residence	Relevant Education and Experience

Name and Place of Residence	Relevant Education and Experience
George Langdon
Ontario, Canada	Mr. Langdon has over 30 years of experience in the oil and gas industry. Mr. Langdon was involved as a consultant and investor in the founding of several junior public resource exploration companies. Mr. Langdon founded and served as the president of the TSXV listed Shoal Point Energy Ltd. from 2007 to 2013, and is a former director of Shoal Point Energy Ltd. from 2000 to 2016. Mr. Langdon is further the former director of TSXV listed Contact Exploration Inc. from 2002 to 2010 and the former director of TSXV listed Scryb Inc. from 2007 to 2019.
Johathan Armes
Ontario, Canada	Mr. Armes has been a Managing Director of Enviromine Inc., a private mineral exploration company, since January of 2019. Mr. Armes most recently served as Chief Executive Officer and President of Ophir Gold (MinKapResources Inc.), a precious and base metals exploration company based in Toronto, Ontario from 2016 until 2021. Mr. Armes previously served as the President and Chief Executive Officer of ALX Uranium Corp. (formerly, Lakeland Resources Inc.) from 2010 to 2016. Mr. Armes has provided corporate development and investor relations consulting services to both public and private mining exploration companies for over 20 years. Mr. Armes graduated from the University of Guelph in 1993 with a Bachelor of Applied Science Degree.
Chris Wardrop
Ontario, Canada	Mr. Wardrop has been a lawyer at Poulson Law in Northern Ontario with a practice that focuses on Real Estate, Estate Planning & Estate Administration and Corporate & Commercial Law. Additionally, over the past 25 years, Mr. Wardrop has been involved in several companies owning interests in a number of diverse business activities including the food and beverage industry, real estate, junior resource, and private money lending sectors.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year have any recommendations by the Audit Committee respecting the appointment and/or compensation of the Corporation's external auditors not been adopted by the board of directors.

Pre-Approval Policies and Procedures

The Corporation has not adopted any specific policies in relation to the engagement of non-audit services.

External Auditor Service Fees (By Category)
	Financial Years Ended December 31
	2025	2024(5)
Audit Fees(1)	$50,000.00	$34,832.75
Audit-Related Fees(2)	$2,452.00	$4,900.00
Tax Fees(3)	$3,200.00	$4,500.00
All Other Fees(4)	$150.00	$245.00
Total Fees	$55,802.00	$44,477.75

Notes:

(1) The aggregate audit fees billed which includes a 2% fee paid to the Canadian Public Accountability Board.
(2) The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audits or reviewing the Corporation's financial statements and are not included under "Audit Fees".

(3) The aggregate fees billed for services related to tax compliance, tax advice and tax planning. The services performed for the fees paid under this category may briefly be described as tax return preparation fees.
(4) The aggregate fees billed for services other than those reported above.
(5) McGovern Hurley LLP acted as the auditors for the Corporation until February 22, 2024 at which time MNP LLP was appointed as the auditors of the Corporation.

Exemptions

The Corporation is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Corporation, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) of NI 52-110.

ADDITIONAL INFORMATION

Additional information regarding the Corporation and its business activities is available under the Corporation's profile on the SEDAR+ website located at www.sedarplus.com. The Corporation's financial information is provided in the Annual Financial Statements and related MD&A and the Interim Financial Statements and related MD&A and may be viewed on the Corporation's profile on the SEDAR+ website at www.sedarplus.com. Copies of the Corporation's financial statements and related MD&As are available upon request, free of charge to Shareholders, by contacting the Chief Executive Officer, at the Corporation's principal office located at 25 Adelaide St. East, Suite 1400, Toronto, Ontario, M5C 3A1, Canada.

DATED at Toronto, Ontario, this January 14, 2026.

APPROVED BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Judy Baker"

Chief Executive Office

SCHEDULE "A"

ARGO GOLD INC.

AMENDED AND RESTATED STOCK OPTION PLAN

ARGO GOLD

ARGO GOLD INC.

INCENTIVE STOCK OPTION PLAN

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ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Defined Terms...3
1.2 Interpretation...5

ARTICLE 2 ESTABLISHMENT OF PLAN

2.1 Purpose...6
2.2 Shares Reserved...6
2.3 Non-Exclusivity...7
2.4 Effective Date...7

ARTICLE 3 ADMINISTRATION OF PLAN

3.1 Administration...7
3.2 Amendment, Suspension and Termination...7
3.3 Compliance with Legislation...7

ARTICLE 4 OPTION GRANTS

4.1 Eligibility and Multiple Grants...8
4.2 Representation...8
4.3 Limitation on Grants and Exercises...8

ARTICLE 5 OPTION TERMS

5.1 Exercise Price...9
5.2 Expiry Date...9
5.3 Vesting...9
5.4 Accelerated Vesting Event...9
5.5 Non-Assignability...10
5.6 Ceasing to be Eligible Person...10

ARTICLE 6 EXERCISE PROCEDURE

6.1 Exercise Procedure...10

ARTICLE 7 AMENDMENT OF OPTIONS

7.1 Consent to Amend...11
7.2 Amendment Subject to Approval...11
7.3 Repricing...11

ARTICLE 8 MISCELLANEOUS

8.1 No Rights as Shareholder...11
8.2 No Right to Employment...11
8.3 Governing Law...12

ARTICLE 9 EXTENSION OF EXPIRY TIME DURING BLACKOUT PERIODS

9.1 Blackout Periods...12

ARTICLE 10 WITHHOLDINGS

10.1 Tax Withholdings...12

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

For the purposes of this Plan, the following terms shall have the following meanings:

(a) "Accelerated Vesting Event" means the occurrence of any one of the following events:

(i) a take-over bid (as defined under Securities Legislation) is made for Common Shares or convertible securities which, if successful would result (assuming the conversion, exchange or exercise of the convertible securities, if any, that are the subject of the takeover bid) in any person or persons acting jointly or in concert (as determined under Securities Legislation) or persons associated or affiliated with such person or persons (as determined under Securities Legislation) beneficially, directly or indirectly, owning shares that would, notwithstanding any agreement to the contrary, entitle the holders thereof for the first time to cast at least 50% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect Directors;

(ii) the acquisition or continuing ownership by any person or persons acting jointly or in concert (as determined under Securities Legislation), directly or indirectly, of Common Shares or convertible securities, which, when added to all other securities of the Corporation at the time held by such person or persons, persons associated with such person or persons, or persons affiliated with such person or persons (as determined under Securities Legislation) (collectively, the "Acquirors"), and assuming the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors, results in the Acquirors beneficially owning shares that would, notwithstanding any agreement to the contrary, entitle the holders thereof for the first time to cast at least 50% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect Directors;

(iii) an amalgamation, merger, arrangement or other business combination (a "Business Combination") involving the Corporation receives the approval of, or is accepted by, the securityholders of the Corporation (or all classes of securityholders whose approval or acceptance is required) or, if their approval or acceptance is not required in the circumstances, is approved or accepted by the Corporation and as a result of that Business Combination, parties to the Business Combination or securityholders of the parties to the Business Combination, other than the securityholders of the Corporation, own, directly or indirectly, shares of the continuing entity that entitle the holders thereof to cast at least 50% of the votes attaching to all shares in the capital of the continuing entity that may be cast to elect Directors;

(b) "Affiliate" shall have the meaning ascribed thereto by the Exchange or, if the Shares are not listed on the Exchange, the meaning ascribed thereto pursuant to Securities Legislation;

(c) "Associate" shall have the meaning ascribed thereto by the Exchange or, if the Shares are not listed on the Exchange, the meaning ascribed thereto pursuant to Securities Legislation;

(d) "Board" means the Board of Directors of the Corporation or, as applicable, a committee consisting of not less than 3 directors of the Corporation duly appointed to administer this Plan;

(e) "Charitable Organization" means "charitable organization" as defined in the Income Tax Act (Canada) from time to time;

(f) "Common Shares" means the common shares of the Corporation;

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(g) "Consultant" means an individual or Consultant Company, other than an Employee or a Director of the Corporation, that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to an Affiliate of the Corporation other than services provided in relation to a Distribution,

(ii) provides the services under a written contract between the Corporation or an Affiliate of the Corporation and the individual or the Consultant Company,

(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the business and affairs of the Corporation or an Affiliate of the Corporation, and

(iv) has a relationship with the Corporation or an Affiliate of the Corporation that enables the Consultant to be knowledgeable about the business and affairs of the Corporation;

(h) "Consultant Company" means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;

(i) "Corporation" means Argo Gold Inc. and its successor entities;

(j) "Director" means directors, senior officers and Management Company Employees of the Corporation or its subsidiaries, if any, to whom stock options can be granted in reliance on a prospectus exemption under applicable securities laws;

(k) "Disinterested Shareholder Approval" means approval by a majority of the votes cast by all shareholders entitled to vote at a meeting of shareholders of the Corporation excluding votes attached to shares beneficially owned by insiders to whom options may be granted under this Plan and their Associates;

(l) "Distribution" has the meaning ascribed thereto by the Exchange or, if the Shares are not listed on the Exchange, the meaning ascribed thereto pursuant to Securities Legislation;

(m) "Eligible Person" means

(i) a Director, Officer, Employee or Consultant of the Corporation or its subsidiaries, if any, at the time the option is granted, and includes companies that are wholly owned by Eligible Persons; and

(ii) a Charitable Organization at the time the Option is granted;

(n) "Employee" means an individual who:

(i) is considered an employee of the Corporation or its subsidiaries, if any, under the Income Tax Act, (Canada) i.e. for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source,

(ii) is actively working full-time for the Corporation or its subsidiaries, if any, providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source, or

(iii) is actively working for the Corporation or its subsidiaries, if any, on a continuing and regular basis for a minimum amount of time per week providing services normally

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provided by an employee and who is subject to the same control and direction by the Corporation over the details and method of work as an employee of the Corporation, but for whom income tax deductions are not made at source;

(o) "Exchange" means the TSX Venture Exchange and any successor entity or the Toronto Stock Exchange if the Corporation is listed thereon;

(p) "Expiry Date" means the last day of the term for an Option, as set by the Board at the time of grant in accordance with Section 5.2 and, if applicable, as amended from time to time;

(q) "Insider" means a director or senior officer of the Corporation, a person that beneficially owns or controls directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Corporation, a director or senior officer of a company that is an insider or a subsidiary of the Corporation, and the Corporation itself if it holds any of its own securities;

(r) "Investor Relations Activities" means any activities, by or on behalf of the Corporation or shareholder of the Corporation that promote or could reasonably be expected to promote the purchase or sale of securities of the Corporation;

(s) "Management Company Employee" means an individual who is employed by a person providing management services to the Corporation which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a person engaged in Investor Relations Activities;

(t) "Officer" means an officer of the Corporation or its subsidiaries, if any;

(u) "Option" means a non-transferable and non-assignable option to purchase Common Shares granted to an Eligible Person pursuant to the terms of this Plan;

(v) "Other Share Compensation Arrangement" means, other than this Plan and any Options, any stock option plan, stock options, employee stock purchase plan or other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including but not limited to a purchase of Common Shares from treasury which is financially assisted by the Corporation by way of loan, guarantee or otherwise;

(w) "Participant" means an Eligible Person who has been granted an Option;

(x) "Plan" means this incentive stock option plan;

(y) "Termination Date" means the date on which a Participant ceases to be an active Eligible Person and does not include any period of reasonable notice of termination.

1.2 Interpretation

(a) References to the outstanding Common Shares at any point in time shall be computed on a non-diluted basis.

(b) If the Corporation is listed on the Toronto Stock Exchange, the provisions of this Plan as they relate to companies listed on Tier 1 of the TSX Venture Exchange shall apply.

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ARTICLE 2
ESTABLISHMENT OF PLAN

2.1 Purpose

The purpose of this Plan is to advance the interests of the Corporation, through the grant of Options, by:

(a) providing an incentive mechanism to foster the interest of Eligible Persons in the success of the Corporation, its Affiliates and its subsidiaries, if any;
(b) encouraging Eligible Persons to remain with the Corporation, its Affiliates or its subsidiaries, if any; and
(c) attracting new Directors, Officers, Employees and Consultants.

2.2 Shares Reserved

(a) The aggregate number of Common Shares that may be reserved for issuance pursuant to Options shall not exceed 10% of the outstanding Common Shares at the time of the granting of an Option, LESS the aggregate number of Common Shares then reserved for issuance pursuant to any Other Share Compensation Arrangement. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan.

(b) If there is a change in the outstanding Common Shares by reason of any share consolidation or split, reclassification or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger or combination, or any other change to, event affecting, exchange of or corporate change or transaction affecting the Common Shares, the Board shall make, as it shall deem advisable and subject to the requisite approval of the relevant regulatory authorities, appropriate substitution and/or adjustment in:

(i) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to this Plan;
(ii) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to any outstanding unexercised Options, and in the exercise price for such shares or other securities or property; and
(iii) the vesting of any Options, including the accelerated vesting thereof on conditions the Board deems advisable and, if it relates to Investor Relations vesting provisions, then subject to the approval of the Exchange,

and if the Corporation undertakes an arrangement or is amalgamated, merged or combined with another corporation, the Board shall make such provision for the protection of the rights of Participants as it shall deem advisable.

(c) No fractional Common Shares shall be reserved for issuance under this Plan and the Board may determine the manner in which an Option, insofar as it relates to the acquisition of a fractional Common Share, shall be treated.

(d) The Corporation shall, at all times while this Plan is in effect, reserve and keep available such number of Common Shares as will be sufficient to satisfy the requirements of this Plan.

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2.3 Non-Exclusivity

Nothing contained herein shall prevent the Board from adopting such other incentive or compensation arrangements as it shall deem advisable.

2.4 Effective Date

This Plan shall be subject to the approval of any regulatory authority whose approval is required. Any Options granted under this Plan prior to such approvals being given shall be conditional upon such approvals being given, and no such Options may be exercised unless and until such approvals are given.

ARTICLE 3

ADMINISTRATION OF PLAN

3.1 Administration

(a) This Plan shall be administered by the Board or any committee established by the Board for the purpose of administering this Plan. Subject to the provisions of this Plan, the Board shall have the authority:

(i) to determine the Eligible Persons to whom Options are granted, to grant such Options, and to determine any terms and conditions, limitations and restrictions in respect of any particular Option grant, including but not limited to the nature and duration of the restrictions, if any, to be imposed upon the acquisition, sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events and the duration of the period, if any, in which any Participant's rights in respect of an Option or Common Shares acquired upon exercise of an Option may be forfeited; and

(ii) to interpret the terms of this Plan, to make all such determinations and take all such other actions in connection with the implementation, operation and administration of this Plan, and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan, as it shall from time to time deem advisable, including without limitation for the purpose of ensuring compliance with Section 3.3 thereof.

(b) The Board's interpretations, determinations, guidelines, rules and regulations shall be conclusive and binding upon the Corporation, Eligible Persons, Participants and all other persons.

3.2 Amendment, Suspension and Termination

The Board may amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate this Plan or any portion thereof. No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of such Participant. If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding.

3.3 Compliance with Legislation

(a) This Plan, the grant and exercise of Options hereunder and the Corporation's obligation to sell, issue and deliver any Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, policies, rules and regulations, to the policies, rules and regulations of any stock exchanges or other markets on which the Common Shares are listed or quoted for trading and to such approvals by any governmental or regulatory agency as may, in the opinion of counsel to the Corporation, be required. The Corporation shall not be obligated by the existence of this Plan or any provision of this Plan or the grant or exercise of Options hereunder to sell, issue or deliver

Common Shares upon exercise of Options in violation of such laws, policies, rules and regulations or any condition or requirement of such approvals.

(b) No Option shall be granted and no Common Shares sold, issued or delivered hereunder where such grant, sale, issue or delivery would require registration or other qualification of this Plan or of the Common Shares under the securities laws of any foreign jurisdiction, and any purported grant of any Option or any sale, issue and delivery of Common Shares hereunder in violation of this provision shall be void. In addition, the Corporation shall have no obligation to sell, issue or deliver any Common Shares hereunder unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading.

(c) Common Shares sold, issued and delivered to Participants pursuant to the exercise of Options shall be subject to restrictions on resale and transfer under applicable securities laws and the requirements of any stock exchanges or other markets on which the Common Shares are listed or quoted for trading, and any certificates representing such Common Shares shall bear, as required, a restrictive legend in respect thereof.

ARTICLE 4

OPTION GRANTS

4.1 Eligibility and Multiple Grants

Options shall only be granted to Eligible Persons. An Eligible Person may receive Options on more than one occasion and may receive separate Options, with differing terms, on any one or more occasions.

4.2 Representation

The Corporation represents that an Employee, Consultant or Management Company Employee who is granted an Option or Options is a bona fide Employee, Consultant or Management Company Employee, as the case may be. In the event of any discrepancy between this Plan and an option agreement, the provisions of this Plan shall govern.

4.3 Limitation on Grants and Exercises

(a) To any one person. The number of Common Shares reserved for issuance to any one person in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 5% of the outstanding Common Shares at the time of the grant (unless the Corporation has obtained Disinterested Shareholder Approval to exceed such limit).

(b) To Consultants. The number of Common Shares reserved for issuance to any one Consultant in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 2% of the outstanding Common Shares at the time of the grant.

(c) To persons conducting Investor Relations Activities. The number of Common Shares reserved for issuance to all persons employed to provide Investor Relations Activities in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed an aggregate of 2% of the outstanding Common Shares at the time of the grant.

(d) To Insiders. Unless the Corporation has received Disinterested Shareholder Approval to do so:

(i) the aggregate number of Common Shares reserved for issuance to Insiders under this Plan and any Other Share Compensation Arrangement shall not exceed 10% of the outstanding Common Shares at the time of the grant; and

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(ii) the aggregate number of Common Shares reserved for issuance to Insiders in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 10% of the outstanding Common Shares at the time of the grant.

ARTICLE 5

OPTION TERMS

5.1 Exercise Price

(a) Subject to a minimum exercise price of $0.05 per Common Share or such other minimum exercise price as may be permitted by a stock exchange on which the securities of the Corporation are then listed, the exercise price per Common Share for an Option shall not be less than the Discounted Market Price for the Corporation's common shares (as defined by the policies of the Exchange) at the date of grant.

(b) If Options are granted within ninety days of a distribution by the Corporation by prospectus, then the exercise price per Common Share for such Option shall not be less than the greater of the minimum exercise price calculated pursuant to subsection 5.1(a) herein and the price per Common Share paid by the public investors for Common Shares acquired pursuant to such distribution. Such ninety day period shall begin:

(i) on the date the final receipt is issued for the final prospectus in respect of such distribution;

(ii) in the case of a prospectus that qualifies special warrants, on the closing date of the private placement in respect of such special warrants; or

(iii) in the case of an initial public offering, on the date of listing.

5.2 Expiry Date

Every Option granted shall, unless sooner terminated, have a term not exceeding and shall therefore expire no later than 10 years after the date of grant.

5.3 Vesting

(a) Subject to subsection 5.1(b) herein and otherwise in compliance with the policies of the Exchange, the Board shall determine the manner in which an Option shall vest and become exercisable.

(b) Options granted to Consultants performing Investor Relations Activities shall vest over a minimum of 12 months with no more than ¼ of such Options vesting in any 3 month period.

5.4 Accelerated Vesting Event

Upon the occurrence of an Accelerated Vesting Event, the Board will have the power, at its sole discretion and without being required to obtain the approval of shareholders or the holder of any Option, except pertaining to options granted to Consultants performing Investor Relations activities which will be subject to prior written Exchange approval, to make such changes to the terms of Options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of Options, conditionally or unconditionally; (b) terminating every Option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the Options are proposed to be granted to or exchanged with the holders of Options, which replacement options treat the holders of Options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of Shares under such transaction; (c) otherwise modifying the terms of any Option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any Option to the extent it has not been exercised prior to

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successful completion of the Accelerated Vesting Event. The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of this Plan be final, conclusive and binding.

5.5 Non-Assignability

Options may not be assigned or transferred.

5.6 Ceasing to be Eligible Person

(a) If a Participant who is an Officer, Employee or Consultant is terminated for cause, each Option held by such Participant shall terminate and shall therefore cease to be exercisable upon such termination for cause.

(b) If a Participant dies prior to otherwise ceasing to be an Eligible Person, each Option held by such Participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the Expiry Date and the date which is twelve months after the date of the Participant's death.

(c) Unless an option agreement specifies otherwise, if a Participant ceases to be an Eligible Person for any reason other than death, each Option held by the Participant other than a Participant who is involved in Investor Relations Activities will cease to be exercisable 90 days after the Termination Date, unless otherwise determined by the Board in its sole discretion. For Participants involved in Investor Relations Activities, Options shall cease to be exercisable 30 days after the Termination Date, unless otherwise determined by the Board in its sole discretion.

(d) For greater certainty, if a Participant dies, each Option held by such Participant shall be exercisable by the legal representative of such Participant until such Option terminates and therefore ceases to be exercisable pursuant to the terms of this Section.

(e) If any portion of an Option is not vested at the time a Participant ceases, for any reason whatsoever, to be an Eligible Person, such unvested portion of the Option may not be thereafter exercised by the Participant or its legal representative, as the case may be, always provided that the Board may, in its discretion and in the case of Options relating to Investor Relations, subject to the approval of the Exchange, thereafter permit the Participant or its legal representative, as the case may be, to exercise all or any part of such unvested portion of the Option that would have vested prior to the time such Option otherwise terminates and therefore ceases to be exercisable pursuant to the terms of this Section. For greater certainty, and without limitation, this provision will apply regardless of whether the Participant ceased to be an Eligible Person voluntarily or involuntarily, was dismissed with or without cause, and regardless of whether the Participant received compensation in respect of dismissal or was entitled to a notice of termination for a period which would otherwise have permitted a greater portion of an Option to vest.

ARTICLE 6

EXERCISE PROCEDURE

6.1 Exercise Procedure

An Option may be exercised from time to time, and shall be deemed to be validly exercised by the Participant only upon the Participant's delivery to the Corporation at its head office of:

(a) a written notice of exercise addressed to the Corporate Secretary of the Corporation, specifying the number of Common Shares with respect to which the Option is being exercised;

(b) a signed option agreement with respect to the Option being exercised;

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(c) a certified cheque or bank draft made payable to the Corporation for the aggregate exercise price for the number of Common Shares with respect to which the Option is being exercised; and

(d) documents containing such representations, warranties, agreements and undertakings, including such as to the Participant's future dealings in such Common Shares, as counsel to the Corporation reasonably determines to be necessary or advisable in order to comply with or safeguard against the violation of the laws of any jurisdiction;

and on the business day following, the Participant shall be deemed to be a holder of record of the Common Shares with respect to which the Option is being exercised, and thereafter the Corporation shall, within a reasonable amount of time, cause certificates for such Common Shares to be issued and delivered to the Participant.

ARTICLE 7

AMENDMENT OF OPTIONS

7.1 Consent to Amend

The Board may amend any Option with the consent of the affected Participant and the Exchange, including any shareholder approval required by the Exchange. For greater certainty, Disinterested Shareholder Approval is required for any reduction in the exercise price of an Option if the Participant is an Insider at the time of the proposed amendment.

7.2 Amendment Subject to Approval

If the amendment of an Option requires regulatory or shareholder approval, such amendment may be made prior to such approvals being given, but no such amended Options may be exercised unless and until such approvals are given.

7.3 Repricing

Subject to applicable regulatory requirements and approval, the Board may reprice the prevailing exercise price of an Option. Any reduction in the exercise price of an Option held by a Participant who is an Insider at the time of the proposed amendment is, however, subject to Disinterested Shareholder Approval if and as required by the Exchange.

ARTICLE 8

MISCELLANEOUS

8.1 No Rights as Shareholder

Nothing in this Plan or any Option shall confer upon a Participant any rights as a shareholder of the Corporation with respect to any of the Common Shares underlying an Option unless and until such Participant shall have become the holder of such Common Shares upon exercise of such Option in accordance with the terms of the Plan.

8.2 No Right to Employment

Nothing in this Plan or any Option shall confer upon a Participant any right to continue in the employ of the Corporation or any Affiliate or affect in any way the right of the Corporation or any Affiliate to terminate the Participant's employment, with or without cause, at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate to extend the employment of any Participant beyond the time which the Participant would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Affiliate, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Affiliate.

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8.3 Governing Law

This Plan, all option agreements, the grant and exercise of Options hereunder, and the sale, issue and delivery of Common Shares hereunder upon exercise of Options shall be, as applicable, governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Courts of the Province of Ontario shall have the exclusive jurisdiction to hear and decide any disputes or other matters arising herefrom.

ARTICLE 9

EXTENSION OF EXPIRY TIME DURING BLACKOUT PERIODS

9.1 Blackout Periods

Notwithstanding the provisions contained herein for the expiry of Options, in the event that the expiry date of an Option falls during or within two business days following the end of a black out period that is self-imposed by the Corporation pursuant to its policies (a "Black Out Period"), the expiry date of such Option shall be extended for a period of ten (10) business days following the end of the Black Out Period (the "Black Out Expiration Term").

ARTICLE 10

WITHHOLDINGS

10.1 Tax Withholdings

If the Corporation is required under the Income Tax Act (Canada) or any other applicable law to remit to any governmental authority an amount on account of tax on the value of any taxable benefit associated with the redemption of an Option by a Participant, then the Participant shall, concurrently with redemption:

(a) pay to the Corporation sufficient cash as is determined by the Corporation to be the amount necessary to fund the required tax remittance;

(b) authorize the Corporation, on behalf of the Participant, to sell in the market on such terms and at such time or times as the Corporation determines such portion of the Common Shares being issued upon redemption of the Option as is required to realize cash proceeds in the amount necessary to fund the required tax remittance; or

SCHEDULE "B"

ARGO GOLD INC.

ADVANCE NOTICE BY-LAW

A By-Law Relating to Advance Notice Requirements for the Nomination of Directors

BE IT ENACTED as a by-law of the Corporation as follows:

Nomination of Directors. Subject to the Business Corporations Act (Ontario) (the "Act") and the articles of the Corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation (the "Board") may be made at any annual meeting of shareholders, or at a special meeting of shareholders if one of the purposes for which the special meeting was called, as specified in the notice of meeting, was the election of directors:

a. by or at the direction of the Board, including pursuant to a notice of meeting;

b. by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act; or

c. by any person (a "Nominating Shareholder"): (A) who, at the close of business on the date of the giving of the notice provided for below in this By-law and on the record date for notice of such meeting of shareholders, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this By-law.

Notice of Nomination. In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Corporation at the principal executive offices of the Corporation in accordance with this By-law.
Timely Notice. To be timely, a Nominating Shareholder's notice to the secretary of the Corporation must be given:

a. in the case of an annual meeting of shareholders (and including an annual and special meeting), not less than 30 days (or 40 days where notice and access is to be used) prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement (the "Notice Date") of the date of the annual meeting was made by the Corporation, notice by the Nominating Shareholder must be made not later than the close of business on the tenth (10th) day following the Notice Date; and

b. in the case of a special meeting that is not also an annual meeting of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder's notice as described above.

Information Required. To be in proper written form, a Nominating Shareholder's notice to the secretary of the Corporation must set forth:

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a. as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each, a “Proposed Nominee”):

i. the name, age, business and residential address of the person;
ii. the principal occupation or employment of the person for the last five years;
iii. the status of such person as a “resident Canadian” as defined in the Act;
iv. the class or series and number of shares in the capital of the Corporation which are controlled, directed or owned, beneficially or of record, by the person or any other person with whom the Proposed Nominee is acting jointly or in concert with respect to the Corporation or its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and
v. any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors or other filings pursuant to the Act, Applicable Securities Laws (as defined below) or any stock exchange rules that may be applicable to the Corporation; and

b. as to the Nominating Shareholder giving the notice:

i. the name, age, business and residential address of such Nominating Shareholder;
ii. the class or series and number of shares in the capital of the Corporation which are controlled, directed or owned, beneficially or of record, by the Nominating Shareholder or any other person with whom the Nominating Shareholder is acting jointly or in concert with respect to the Corporation or its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
iii. their interests in, or rights or obligations associated with any agreement, arrangement or understanding, the purpose or effect of which is to alter, directly or indirectly, the person’s economic interest in a security of the Corporation or the person’s economic exposure to the Corporation;
iv. any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder or any affiliate or associate has a right to vote any shares of the Corporation; and
v. any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors or other filings pursuant to the Act, Applicable Securities Laws (as defined below) or any stock exchange rules that may be applicable to the Corporation.

Public Availability of Information. Subject to applicable law, all information provided by the Proposed Nominee or Nominating Shareholder which has been requested by the Corporation shall (as soon as practicable after receipt of the information) be made publicly available to shareholders by the Corporation.
Update of Information. All information to be provided in a timely notice pursuant to paragraph 4 above shall be provided as of the date of such notice. To be considered timely and in proper written form, a Nominating Shareholder’s notice shall be promptly updated and supplemented, if necessary so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

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Eligibility as Director. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this By-law; provided, however, that nothing in this By-law shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act.
Discretion of Chair. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
Definitions. For purposes of this By-law:

a. Public announcement shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on The System for Electronic Document Analysis and Retrieval + at www.sedarplus.ca; and

b. Applicable Securities Laws means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authority of each province and territory of Canada.

Delivery of Notice. Notwithstanding any other provision of this By-law, notice given to the secretary of the Corporation pursuant to this By-law may only be given by personal delivery, facsimile transmission or by electronic communication (to the secretary of the Corporation), and shall be deemed to have been given and made only at the time it is served by personal delivery, email or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is not a business day in Melbourne, Australia or later than 5:00 p.m. (Melbourne time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.
Board Discretion. Notwithstanding the foregoing, the Board may, in its sole discretion, waive all or any requirements in this By-law.
Subject to its confirmation by the shareholders in accordance with the Act, this By-Law shall come into force when made by the board of directors of the Corporation.

ENACTED as of the 22nd day of August, 2025.

Chair of the Board: "Chris Wardrop"

Secretary: "Vivian Austin"

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SCHEDULE "C"
ARGO GOLD INC.
AUDIT COMMITTEE CHARTER

MANDATE

The primary mandate of the audit committee (the "Audit Committee") of the Board of Directors of the Company (the "Board") is to assist the Board in overseeing the Company's financial reporting and disclosure. This oversight includes:

(a) reviewing the financial statements and financial disclosure that is provided to shareholders and disseminated to the public;
(b) reviewing the systems of internal controls to ensure integrity in the financial reporting of the Company; and
(c) monitoring the independence and performance of the Company's external auditors and reporting directly to the Board on the work of the external auditors.

COMPOSITION AND ORGANIZATION OF THE COMMITTEE

The Audit Committee must have at least three directors.
The majority of the Audit Committee members must not be executive officers, employees, control persons of the Company or any of its associates or affiliates.¹
Every Audit Committee member must be financially literate. Financial literacy is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's financial statements.²
The Board will appoint from themselves the members of the Audit Committee on an annual basis for one-year terms. Members may serve for consecutive terms.
The Board will also appoint a chair of the Audit Committee (the Chair of the Audit Committee) for a one-year term. The Chair of the Audit Committee may serve as the chair of the committee for any number of consecutive terms.
A member of the Audit Committee may be removed or replaced at any time by the Board. The Board will fill any vacancies in the Audit Committee by appointment from among members of the Board.

MEETINGS

The Audit Committee will meet at least four (4) times per year. Special meetings may be called by the Chair of the Audit Committee as required.
Quorum for a meeting of the Audit Committee will be two (2) members in attendance.

¹ National Instrument 52-110 Audit Committees section 6.1.1(3)
² National Instrument 52-110 Audit Committees section 1.4

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Members may attend meetings of the Audit Committee by teleconference, videoconference, or by similar communication equipment by means of which all persons participating in the meeting can communicate with each other.
The Audit Committee Chair will set the agenda for each meeting, after consulting with management and the external auditor. Agenda materials such as draft financial statements must be circulated to Audit Committee members for members to have a reasonable time to review the materials prior to the meeting.
Minutes of the Audit Committee meetings will be accurately recorded, with such minutes recording the decisions reached by the committee. Minutes of each meeting must be distributed to members of the Board, the Chief Executive Officer, the Chief Financial Officer and the external auditor.

RESPONSIBILITIES OF THE COMMITTEE

The Audit Committee will perform the following duties:

External Auditor

(a) select, evaluate and recommend to the Board, for shareholder approval, the external auditor to examine the Company's accounts, controls and financial statements;

(b) evaluate, prior to the annual audit by external auditors, the scope and general extent of their review, including their engagement letter, and the compensation to be paid to the external auditors and recommend such payment to the Board;

(c) obtain written confirmation from the external auditor that it is objective and independent within the meaning of the Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of Chartered Accountants to which it belongs;

(d) recommend to the Board, if necessary, the replacement of the external auditor;

(e) meet at least annually with the external auditors, independent of management, and report to the Board on such meetings;

(f) pre-approve any non-audit services to be provided to the Company by the external auditor and the fees for those services;

Financial Statements and Financial Information

(a) review and discuss with management and the external auditor the annual audited financial statements of the Company and recommend their approval by the Board;

(b) review and discuss with management, the quarterly financial statements and recommend their approval by the Board;

(d) review the process for the certification of financial statements by the Chief Executive Officer and Chief Financial Officer;

(e) review the Company's management discussion and analysis, annual and interim earnings or financial disclosure news releases, and audit committee reports before the Company publicly discloses this information;

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(f) review annually with external auditors, the Company's accounting principles and the reasonableness of managements judgments and estimates as applied in its financial reporting;
(g) review and consider any significant reports and recommendations issued by the external auditor, together with management's response, and the extent to which recommendations made by the external auditors have been implemented;

Risk Management, Internal Controls and Information Systems

(a) review with the external auditors and with management, the general policies and procedures used by the Company with respect to internal accounting and financial controls;
(b) review adequacy of security of information, information systems and recovery plans;
(c) review management plans regarding any changes in accounting practices or policies and the financial impact thereof;
(d) review with the external auditors and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Company and the manner in which these matters are being disclosed in the financial statements;
(e) discuss with management and the external auditor correspondence with regulators, employee complaints, or published reports that raise material issues regarding the Company's financial statements or disclosure;
(f) assisting management to identify the Company's principal business risks;
(g) review the Company's insurance, including directors' and officers' coverage, and provide recommendations to the Board;

Other

(a) review Company loans to employees/consultants; and
(b) conduct special reviews and/or other assignments from time to time as requested by the Board.

PROCESS FOR HANDLING COMPLAINTS REGARDING FINANCIAL MATTERS

The Audit Committee shall establish a procedure for the receipt, retention and follow-up of complaints received by the Company regarding accounting, internal controls, financial reporting, or auditing matters.

The Audit Committee shall ensure that any procedure for receiving complaints regarding accounting, internal controls, financial reporting, or auditing matters will allow the confidential and anonymous submission of concerns by employees.

REPORTING

The Audit Committee will report to the Board on:

(a) the external auditor's independence;
(b) the performance of the external auditor and the Audit Committee's recommendations;
(c) regarding the reappointment or termination of the external auditor;

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(d) the adequacy of the Company's internal controls and disclosure controls;
(e) the Audit Committee's review of the annual and interim financial statements;
(f) the Audit Committee's review of the annual and interim management discussion and analysis;
(g) the Company's compliance with legal and regulatory matters to the extent they affect the financial statements of the Company; and
(h) all other material matters dealt with by the Audit Committee.

AUTHORITY OF THE COMMITTEE

The Audit Committee will have the resources and authority, appropriate to discharge its duties and responsibilities. The Audit Committee may at any time retain outside financial, legal or other advisors at the expense of the Company without approval of management.

The external auditor will report directly to the Audit Committee.

EFFECTIVE DATE

This Charter was implemented by the Board on January 1, 2022.

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SCHEDULE "D"

REPORTING PACKAGE

[See attached.]

ARGO GOLD INC.

NOTICE OF CHANGE OF AUDITOR

TO: MCGOVERN HURLEY LLP
MNP LLP
ONTARIO SECURITIES COMMISSION
ALBERTA SECURITIES COMMISSION
BRITISH COLUMBIA SECURITIES COMMISSION

Pursuant to National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102"), Argo Gold Inc. (the "Company") advises that:

McGovern Hurley LLP (the "Former Auditor") resigned as auditor of the Company effective January 22, 2024, of their own initiative. The board of directors of the Company have determined to appoint MNP LLP (the "Successor Auditor"), as the Company's successor auditor and to propose the Successor Auditor for appointment as the auditor of the Company at the next annual general meeting of the shareholders of the Company.
The resignation of the Former Auditor and the appointment of the Successor Auditor have been approved by the Board of Directors of the Company pursuant to the affirmative recommendation of the Audit Committee of the Company.
There are no reservations or modified opinions reports for the Company's financial statements by the Former Auditor for the "relevant period" (as defined in Section 4.11(1) of NI 51-102).
There were no "reportable events" (as defined in Section 4.11(1) of NI 51-102) between the Company and the Former Auditor.

Dated: January 22, 2024

ARGO GOLD INC.

"Judy Baker"

Per:
Judy Baker
Chief Executive Officer and Director

20030582.2

McGovern
Hurley

Audit. Tax. Advisory.

January 23, 2024

To: Ontario Securities Commission
Alberta Securities Commission
British Columbia Securities Commission

And To: Argo Gold Inc.
MNP LLP

Dear Sirs/Mesdames:

We have reviewed the information contained in the Notice of Change of Auditor of Argo Gold Inc. dated January 22, 2024 (the "Notice"), which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102. Based on our knowledge as of the date hereof, we agree with the statements contained in the Notice. We have no basis to agree or disagree with the comments in the notice relating to the successor auditor.

Yours truly,

McGovern Hurley LLP

Chartered Professional Accountants
Licensed Public Accountants

251 Consumers Road, Suite 800
Toronto, Ontario
M2J 4R3
mcgovernhurley.com
t. 416-496-1234

MNP

Ontario Securities Commission
Alberta Securities Commission
British Columbia Securities Commission

January 23, 2024

Dear Sirs/Madams

Re: Argo Gold Inc. (the "Company")

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of the Company dated January 22, 2024 ("the Notice") and, based on our knowledge of such information at this time, we agree with the statements made in the Notice pertaining to our firm. We advise that we have no basis to agree or disagree with the comments in the Notice relating to McGovern Hurley LLP.

Yours very truly,

Chartered Professional Accountants
Calgary, Alberta

MNP LLP
Suite 2000, 112 - 4th Avenue SW, Calgary AB, T2P 0H3
1.877.500.0792 T: 403.263.3385 F: 403.269.8450
MNP.ca

AI assistant

Argo Gold Inc. — Proxy Solicitation & Information Statement 2026

44229_rns_2026-01-27_7f8a5bbb-89cf-485a-8e32-4ee3aaff2f8a.pdf

TABLE OF CONTENTS

ARGO GOLD INC.

INFORMATION CIRCULAR AND PROXY STATEMENT

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

SOLICITATION OF PROXIES

APPOINTMENT OF PROXYHOLDER

REVOCATION OF PROXIES

VOTING OF PROXIES

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

NOTICE-AND-ACCESS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

3. ELECTION OF DIRECTORS

Corporate Cease Trade Orders

Personal Bankruptcies

Penalties and Sanctions

4. APPOINTMENT OF AUDITORS

5. AUTHORIZING THE BOARD TO FIX THE NUMBER OF DIRECTORS

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

6. NAME CHANGE

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

7. ADOPTION OF ADVANCE NOTICE BY-LAW

"BE IT RESOLVED THAT:

8. APPROVAL OF THE OPTION PLAN

Director and Named Executive Officer Compensation (excluding Compensation Securities)

Notes:

External Management Companies

Stock Options and Other Compensation Securities

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Director Compensation

NEO Compensation

Components of Compensation in 2025

Performance Criteria or Goals

Significant Events Affecting Compensation

Compensation Determinations

Use of Peer Group

Significant Changes to Compensation Policies

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Other Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Assessment

AUDIT COMMITTEE

Audit Committee's Charter

Composition of Audit Committee

Audit Committee Oversight

Pre-Approval Policies and Procedures

Notes:

Exemptions

ADDITIONAL INFORMATION

APPROVED BY ORDER OF THE BOARD OF DIRECTORS

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATION

ARTICLE 2 ESTABLISHMENT OF PLAN

ARTICLE 3 ADMINISTRATION OF PLAN

ARTICLE 4 OPTION GRANTS

ARTICLE 5 OPTION TERMS

ARTICLE 6 EXERCISE PROCEDURE

ARTICLE 7 AMENDMENT OF OPTIONS

ARTICLE 8 MISCELLANEOUS

ARTICLE 9 EXTENSION OF EXPIRY TIME DURING BLACKOUT PERIODS

ARTICLE 10 WITHHOLDINGS

1.2 Interpretation

2.3 Non-Exclusivity

2.4 Effective Date

ARTICLE 3

ADMINISTRATION OF PLAN

3.1 Administration

Argo Gold Inc. Proxy Solicitation & Information Statement 2026