Argonaut Gold Inc. - AGM Information 2021

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NOTICE OF ANNUAL GENERAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

April 8, 2021 Argonaut Gold Inc. | 3400 One First Canadian Place, Toronto, ON M5X 1A4

LETTER TO SHAREHOLDERS LETTER TO SHAREHOLDERS

Letter to Shareholders

A message from Jim Kofman, Independent Chairman of the Board and Pete Dougherty President and Chief Executive Officer

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Dear fellow Shareholder,

Simply put, 2020 was a transformational year for Argonaut Gold. We executed on our strategic vision for the Corporation and laid the foundation to transition Argonaut from a junior, high-cost producer with short mine lives to a much lower cost, intermediate producer with long mine lives. To accomplish this, we executed on our three-phase approach of Harvest, Replace and Growth. We had record production while lowering operating cost driving superior cashflows. We completed the acquisition of Alio Gold which added the producing Florida Canyon mine to the Company and essentially will replace the short life El Castillo mine. On the growth front, we achieved significant permitting milestones, developed a funding plan for Magino and green lighted the project, which launches the next phase of our transformation strategy. In terms of what was accomplished in a 12-month period, 2020 could not have gone much better for the Corporation. We look forward to 2021, where we have begun construction of Magino and continue drilling at Magino, La Colorada, and Florida Canyon, which we expect will add to the known resource base paving the next wave of growth. We will also look to make process improvements at all our operations to further hold costs in check, which will fund future growth.

Increased production output from 187k Gold Equivalent Ounces (“GEOs”) to 203k GEOs.
Successful drilling programs at Magino, La Colorada, San Agustin, and Florida Canyon.
Successfully completed leach pad expansions at La Colorada, El Castillo and Florida Canyon, while building our first Merrill Crowe facility at San Agustin.
Continued to receive the socially responsible company designation at all operating mines in Mexico.
Completed an updated technical report for Florida Canyon.
Increased cash flows from operating activities from $75 million to $111 million.
Ended the year with nearly $214 million in cash up from $39 million in 2019.
Approved the construction decision for the Magino project in Ontario, Canada.

As we look forward to 2021, we see things starting to come together nicely. We have learned from 2020 that we can change the trajectory of the Corporation. It is a simple approach of Harvest, Replace, and Growth that guides our decisions today and into the future. We believe there is significant value to be unlocked in our future. We are quite mindful of the impacts of 2020 due to the global pandemic and have taken a careful, measured approach to 2021 providing rising production and flat operating cost that should yield superior cashflow from our operations in a similar gold price environment. We believe as we make progress at Magino, we will start to unlock greater value in the stock.

We will continue to work hard to create value for our shareholders by harvesting the cash flow from the existing operating assets and delivering on our transition strategy. All of management team and the Board know of the value in unlocking this potential and we are committed to doing that. We thank you for your continued support of our shared vision of transforming Argonaut to a lower-cost, longer life, intermediate producer.

Sincerely,

/s/ James E. Kofman

James E. Kofman, Chairman

/s/ Peter C. Dougherty Peter C. Dougherty, President and CEO

2021 Management Information Circular

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NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS LETTER TO SHAREHOLDERS

NOTICE is hereby given that the annual general meeting (the " Meeting ") of the shareholders of Argonaut Gold Inc. (the " Corporation ") will be held at 11:30 a.m. (Eastern Daylight Time) on May 5, 2021 via online audio at https://web.luminagm.com/237266194, subject to any adjournment(s), for the following purposes:

to receive the Corporation's audited consolidated financial statements for the year ended December 31, 2020 and the independent auditors' report thereon;
to elect directors to the Corporation's board of directors;
to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants as the Corporation's independent auditors until the close of the next annual meeting of shareholders of the Corporation and to authorize the directors to fix their remuneration;
to have a shareholder advisory vote on the Corporation’s approach to executive compensation, as more particularly described in the management information circular; and
to transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.

Due to the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and in alignment with the recommendations of Canadian public health officials to cancel large public gatherings, the Meeting will be held in a virtual-only format conducted via live webcast in order to help mitigate health and safety risks to the community, shareholders, employees and other stakeholders. Argonaut directors and management believe this format will provide Common Shareholders a safer opportunity to attend the Meeting given ongoing restrictions on travel and public gatherings as well as health concerns. While Common Shareholders and duly appointed proxyholders will not be able to attend the Meeting in person, regardless of geographic location and ownership, they will have an equal opportunity to participate at the Meeting and vote on the business before the Meeting. The vast majority of our shareholders vote by proxy in advance of the meeting and all shareholders are encouraged to vote by proxy ahead of the Meeting.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his or her duly executed form of proxy with the Corporation's transfer agent and registrar, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, or by facsimile to (416) 263-9524 or (866) 249-7775 not later than 11:30 a.m. (Eastern Daylight Time) on May 3, 2021 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting. A shareholder may also vote by telephone or via the internet by following the instructions on the form of proxy. If a shareholder votes by telephone or via the internet, completion or return of the form of proxy is not needed. The directors of the Corporation have fixed the close of business on March 15, 2021 as the record date for the determination of the shareholders of the Corporation entitled to receive notice of the Meeting.

This notice of meeting (the "Notice ") is accompanied by: (a) the management information circular dated April 8, 2021 (the " Circular "); and (b) either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders. The Circular accompanying this Notice is incorporated into and shall be deemed to form part of this Notice.

2021 Management Information Circular

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If you have questions or require assistance in voting your proxy or voting instruction form, please contact our proxy solicitation agent, Gryphon Advisors Inc. at 1-877-353-5209 toll free in North America, or call collect outside North America at 1 (416) 902-5565 or by email at [email protected].

DATED the 8[th] of April, 2021.

By Order of the Board

/s/ James E. Kofman James E. Kofman, Chairman

VOTING METHOD	REGISTERED SHAREHOLDERS If your shares are held in your name and represented by aphysical certificate	BENEFICIAL SHAREHOLDERS If your shares are held with a broker, bank or other intermediary
INTERNET	Visitwww.investorvote.com.	Canadian Argonaut NOBOs (as defined in the Circular):Visitwww.investorvote.com. Canadian Argonaut OBOs (as defined in the Circular) and US Beneficial Holders:Visit www.proxyvote.com.
TELEPHONE	1-866-732-VOTE (8683)	Canadian Argonaut NOBOs: (as defined in the Circular):Call1-866-734-VOTE (8683) Canadian Argonaut OBOs (as defined in the Circular):Call1-800-474-7493 United States:Call1-800-454-8683
FACSIMILE	Fax your form of proxy to1-866-249-7775	Canadian Argonaut NOBOs:Fax to 1-866-249-7775 Canadian Argonaut OBOs:Fax to 1-905-507-7793or toll free to1-866-623-5305. United States: N/A
MAIL	Mail your form of proxy using the reply envelope provided.	Mail your voting instruction form using the reply envelope provided.

Argonaut Gold Inc.

TABLE OF CONTENTS LETTER TO SHAREHOLDERS

LETTER TO SHAREHOLDERS ............................................................................................................................ I VOTING INFORMATION ............................................................................................................................... 1 Solicitation of Proxies .................................................................................................................................. 1 Appointment and Revocation of Proxies ................................................................................................ 1 Exercise of Discretion by Proxies ................................................................................................................ 2 Non-Registered Holders ............................................................................................................................. 2 Appointment of Proxies for Non-Registered Holders .............................................................................. 4 United States Beneficial Holders................................................................................................................ 4 How to Attend and Participate in the Virtual Only Meeting ................................................................. 4 Voting Securities .......................................................................................................................................... 5 Interest of Certain Persons or Companies in Matters to Be Acted Upon ............................................. 5 Interest of Informed Persons in Material Transactions ............................................................................. 6 Principal Holders of Voting Securities ....................................................................................................... 6 BUSINESS OF THE MEETING .......................................................................................................................... 7 Annual Financial Statements ..................................................................................................................... 8 Election of Directors .................................................................................................................................... 8 Skills and Experience Matrix ..................................................................................................................... 17 Cease Trade Orders, Bankruptcies, Penalties and Sanctions ............................................................. 18 Committees of the Argonaut Board....................................................................................................... 19 Appointment of the Auditors ................................................................................................................... 19 Have a “Say on Pay” ................................................................................................................................ 20 Shareholder Proposals .............................................................................................................................. 20 EXECUTIVE COMPENSATION..................................................................................................................... 21 Message to Shareholders ........................................................................................................................ 22 Compensation Governance ................................................................................................................... 23 Compensation Discussion and Analysis ................................................................................................. 25 Elements of Compensation ..................................................................................................................... 27 2020 Employment Agreements ............................................................................................................... 36 Performance Graph ................................................................................................................................. 37 Executive Compensation Summary ....................................................................................................... 38 Incentive Plan Awards ............................................................................................................................. 39 Termination and Change of Control Benefits ....................................................................................... 41 DIRECTOR COMPENSATION ...................................................................................................................... 45 Director Compensation ........................................................................................................................... 46 Director Option-Based and Share-Based Awards ................................................................................ 47 Indebtedness of Officers and Directors ................................................................................................. 48 Directors' and Officers' Liability Insurance ............................................................................................. 48 AUDIT COMMITTEE INFORMATION ........................................................................................................... 49 Charter ....................................................................................................................................................... 50 Audit Committee ...................................................................................................................................... 50 Relevant Education and Experience ..................................................................................................... 50 Audit Committee Oversight .................................................................................................................... 51 Reliance on Certain Exemptions ............................................................................................................. 51 Pre-Approval Policies and Procedures................................................................................................... 51 External Auditor Service Fees .................................................................................................................. 52 STATEMENT OF CORPORATE GOVERNANCE PRACTICES ....................................................................... 53 Nominating and Corporate Governance Committee ........................................................................ 54

2021 Management Information Circular

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Corporate Governance Guidelines ....................................................................................................... 54 Argonaut Board Committees .................................................................................................................. 61 Meetings of the Argonaut Board and Committees of the Argonaut Board ..................................... 63 Other Reporting Issuers ............................................................................................................................. 64 Compensation of Named Executive Officers and Directors ............................................................... 65 Policies Regarding the Representation of Women on the Argonaut Board ..................................... 65 Consideration of the Representation of Women in the Director Identification and Selection Process ................................................................................................................................................. 65 Consideration Given to the Representation of Women in Executive Officer Appointments ......... 65 Targets Regarding the Representation of Women on the Argonaut Board and in Executive Officer Positions ................................................................................................................................... 66 Code of Ethics and Business Conduct Guidelines ................................................................................ 66 Additional Information ............................................................................................................................. 67 General ...................................................................................................................................................... 67

INDEX OF TABLES

Table 1: Board Skills and Experience Matrix ............................................................................... 17 Table 2: Committee Composition ............................................................................................... 19 Table 3: 2021 LTIP Composition ................................................................................................... 22 Table 4: Peer Group ..................................................................................................................... 26 Table 5: CEO Compensation Comparison[(1)] .............................................................................. 27 Table 6: Corporate 2020 Short-term Incentive Targets and Achievements ............................. 29 Table 7: CEO Performance .......................................................................................................... 29 Table 8: Five Year Bonus Payout Percentage for the CEO ....................................................... 29 Table 9: CEO Total Compensation vs. Total Shareholder Returns and S&P/TSX Global Mining Index Performance ...................................................................................................................... 30 Table 10: Annual Burn Rate[(1)] ...................................................................................................... 32 Table 11: Total Cumulative Shareholder Returns ....................................................................... 37 Table 12: Executive Compensation Summary ........................................................................... 38 Table 13: Incentive Plan Awards – Outstanding Share-Based Awards and Option-Based Awards .......................................................................................................................................... 39 Table 14: Incentive Plan Awards – Value Vested or Earned During the Year .......................... 40 Table 15: Securities Authorized for Issuance under Equity Compensation Plans .................... 40 Table 16: Termination and Change of Control Benefits ............................................................ 44 Table 17: Director Compensation Table ..................................................................................... 46 Table 18: Incentive Plan Awards – Outstanding Share-Based Awards and Option-Based Awards .......................................................................................................................................... 47 Table 19: Incentive Plan Awards – Value Vested or Earned During the Year .......................... 48 Table 20: External Auditor Service Fees ...................................................................................... 52 Table 21: Say on Pay Voting Results for the Past Three Years ................................................... 60 Table 22: Meetings of the Argonaut Board and Committees of the Argonaut Board ........... 64 Table 23: Other Reporting Issuers ................................................................................................ 64

Argonaut Gold Inc.

VOTING INFORMATION

April 8, 2021

Voting Information

Solicitation of Proxies .................................................................................................................................. 1 Appointment and Revocation of Proxies ................................................................................................ 1 Exercise of Discretion by Proxies ................................................................................................................ 2 Non-Registered Holders ............................................................................................................................. 2 Appointment of Proxies for Non-Registered Holders .............................................................................. 4 United States Beneficial Holders................................................................................................................ 4 How to Attend and Participate in the Virtual Only Meeting ................................................................. 4 Voting Securities .......................................................................................................................................... 5 Interest of Certain Persons or Companies in Matters to Be Acted Upon ............................................. 5 Interest of Informed Persons in Material Transactions ............................................................................. 6 Principal Holders of Voting Securities ....................................................................................................... 6

In the Information Circular, unless otherwise stated, all references to "US$" refer to US dollars and all references to "C$" refer to Canadian dollars.

Solicitation of Proxies

This Management Information Circular (the "Circular " ) is furnished in connection with the solicitation by management of Argonaut Gold Inc. (the "Corporation") of proxies to be used at the annual general meeting (the "Meeting") of shareholders of the Corporation to be held on May 5, 2021, at the time and place and for the purposes set forth in the accompanying Notice of Meeting (the "Notice"). It is expected that the solicitation of proxies will be made primarily by mail, but proxies may also be solicited personally or by telephone, fax or other electronic means by directors, officers, employees or agents of the Corporation. The Corporation will also retain the services of other parties to solicit proxies, in particular Gryphon Advisors Inc. Costs related to the Proxy Solicitation Agent, which are estimated at approximately C$30,000, and the costs of printing and mailing this Circular in connection with the Meeting, which are expected to be nominal, will be borne by the Corporation.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are directors and officers of the Corporation. A shareholder desiring to appoint some other person (who need not be a shareholder) to represent the shareholder at the Meeting may do so either by inserting such person's name in the blank space provided in the applicable form of proxy or by completing another proper form of proxy and, in either case, depositing his or her duly executed form of proxy with the Corporation's transfer agent and registrar, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, or by facsimile to 1-416-263-9524 or 1-866-249-7775 not later than 11:30 a.m. (Eastern Daylight Time) on May 3, 2021 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting. The shareholder MUST register such proxyholder after having submitted the form of proxy, identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a username to participate in the Meeting (a “Username”). Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, shareholders, MUST visit http://www.computershare.com/Argonaut no later than 11:30 AM (Eastern time) on May 3, 2021 and provide Computershare Investor Services Inc. with their proxyholder's contact information, so that Computershare Investor Services Inc. may provide the proxyholder with a Username via email.

2021 Management Information Circular

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The time limit for deposit of proxies may be waived by the Chairman of the meeting in his sole discretion without notice. You may also vote by telephone or via the internet by following the instructions on the form of proxy. If you vote by telephone or via the internet, do not complete or return the form of proxy.

Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, shareholders, MUST visit http://www.computershare.com/Argonaut no later than 11:30 AM (Eastern time) on May 3, 2021 and provide Computershare Investor Services Inc. with their proxyholder's contact information, so that Computershare Investor Services Inc. may provide the proxyholder with a Username via email.

In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or by his or her attorney authorized in writing and deposited either at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used or with the Chairman of the Meeting on the day of the Meeting, or adjournment thereof, and upon either of such deposits the proxy is revoked.

Exercise of Discretion by Proxies

The person named in the enclosed form of proxy will vote or withhold from voting the common shares in the capital of the Corporation (" Common Shares ") in respect of which he or she is appointed in accordance with the direction of the shareholder appointing him or her. If the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of any direction to the contrary, all Common Shares represented by proxy will be voted FOR the matters to be voted upon. The enclosed form of proxy confers discretionary authority upon the person named therein with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the Meeting. At the time of printing of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any such amendment, variation or other matter properly comes before the Meeting, it is the intention of the person named in the accompanying form of proxy to vote on such other business in accordance with his or her best judgment.

Non-Registered Holders

Only registered shareholders of the Corporation or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a " Non-Registered Holder ") are registered either: (i) in the name of an intermediary (an " Intermediary ") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (" CDS ")) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 "), the Corporation has elected to send copies of the Notice of Meeting, this Circular and Voting Instruction Form (“VIF”) (collectively, the "Meeting Materials") directly to the Argonaut NOBOs, and indirectly through intermediaries to Argonaut OBOs. Intermediaries will frequently use service companies to forward meeting materials to Argonaut OBOs.

If a Non-Registered Argonaut Shareholder receives the Argonaut Meeting Materials from Argonaut or its agent, that Non-Registered Argonaut Shareholder's name and address and

Argonaut Gold Inc.

VOTING INFORMATION

information about his or her holdings of Argonaut Shares has been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Argonaut Shares on the Non-Registered Argonaut Shareholder's behalf. By choosing to send the Argonaut Meeting Materials to the Non-Registered Argonaut Shareholder directly, Argonaut (and not the intermediary holding the Argonaut Shares on the Non-Registered Argonaut Shareholder's behalf) has assumed responsibility for (a) delivering the Argonaut Meeting Materials to the Non-Registered Argonaut Shareholder, and (b) executing the Non-Registered Argonaut Shareholder's proper voting instructions. Non-Registered Argonaut Shareholders are kindly asked to return their voting instructions as specified in the request for voting instructions.

Non-Registered Holders who have not waived the right to receive meeting materials will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form . In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. Voting instruction forms in some cases permit the completion of the voting instruction form by telephone or through the internet. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the NonRegistered Holder must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend and vote will be forwarded to the Non-Registered Holder.
Form of Proxy . Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the NonRegistered Holder must complete the form of proxy and deposit it with the Secretary of the Corporation c/o Computershare Investor Services Inc., Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 or by facsimile to 1-416- 263-9524 or 1-866-249-7775 or vote by telephone or internet as described above. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the NonRegistered Holder must strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder's (or such other person's) name in the blank space provided.

Non-Registered Holders should follow the instructions on the forms they receive and contact their Intermediaries promptly if they require assistance.

The Corporation may also reimburse brokers or other persons holding shares in their name or in the name of the intermediaries for cost incurred in sending proxy materials to their principals or beneficial holders in order to obtain their proxies or voting instructions.

2021 Management Information Circular

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Appointment of Proxies for Non-Registered Holders

Non-Registered Holders who wish to appoint a person other than the management nominees identified on the VIF, to represent him, her or it at the Meeting may do so by inserting such person’s name in the black space provided in the VIF, and following the instructions for submitting such VIF. This must be completed prior to registering such proxyholder, which is an additional step to be completed once the Non-Registered Holders have submitted the VIF. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, Non-Registered Holders, MUST visit http://www.computershare.com/Argonaut no later than 11:30 AM (Eastern time) on May 3, 2021 and provide Computershare Investor Services Inc. with their proxyholder's contact information, so that Computershare Investor Services Inc. may provide the proxyholder with a Username via email.

United States Beneficial Holders

To attend and vote at the Meeting virtually, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Annual General Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Annual General Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare 100 University Avenue, 8[th] Floor Toronto, Ontario M5J 2Y1

Email at: [email protected]

Requests for registration must be labeled as “Legal Proxy” and be received no later than May 3, 2021 by 11:30 AM EST. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Annual General Meeting and vote your shares at https://web.lumiagm.com/237266194 during the meeting. Please note that you are required to register your appointment at www.computershare.com/Argonaut

How to Attend and Participate in the Virtual Only Meeting

The Corporation is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person. In order to attend, participate or vote at the Meeting (including voting and asking questions at the Meeting), shareholders must have a valid Control Number.

Attending the Meeting online enables registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed third party proxyholders, to participate at the Meeting, ask questions and vote, all in real time. Registered shareholders and duly appointed third party proxyholders can vote at the appropriate times during the Meeting. Guests, including Non-Registered Holders who have not duly appointed a third-party proxy holder, can log into the Meeting as set out below. Guests can listen to the Meeting but are not able to vote or ask questions.

Argonaut Gold Inc.

VOTING INFORMATION

Log in online at https://web.lumiagm.com/237266194. We recommend that you log in at least fifteen minutes before the Meeting starts. Click “Login” and then enter your Control Number and Password “argonaut2021” (case sensitive) OR
Click “Guest” and then complete the online form.

Registered Shareholders – The Control Number is located on the form of proxy. As a registered Shareholder you are using your Control Number to login to the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the Meeting and will be provided the opportunity to vote by online ballot on the matters put forth at the Meeting. If you do not wish to revoke a previously submitted proxy, as the case may be, you will not be able to participate at the Meeting online.

Duly appointed proxyholders – Computershare will provide the proxyholder with a Control Number by e- mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in “Appointment and Revocation of Proxies” above.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures.

Voting Securities

The authorized capital of the Corporation consists of an unlimited number of Common Shares. As of March 15, 2021, the Corporation had outstanding an aggregate of 304,933,500 Common Shares, each carrying the right to one vote per Common Share.

The record date for the determination of shareholders entitled to receive notice of the Meeting has been fixed as March15, 2021. In accordance with the provisions of the Business Corporations Act (Ontario) (" OBCA "), the Corporation will prepare a list of holders of Common Shares on such record date. Each holder of Common Shares named in the list will be entitled to one vote per Common Share shown opposite his name on the list at the Meeting. A quorum for the transaction of business at the Meeting is the presence of two or more shareholders of the Corporation, present in person or represented by proxy, holding at least 25% of the outstanding Common Shares.

Interest of Certain Persons or Companies in Matters to Be Acted Upon

None of the directors or officers of the Corporation, nor any associate or affiliate of any such person nor proposed nominees for election as a director of the Corporation, has any direct or indirect material interest by way of beneficial ownership of securities or otherwise, in respect to matters to be acted upon other than the election of directors except as otherwise disclosed herein.

2021 Management Information Circular

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Interest of Informed Persons in Material Transactions

Unless as otherwise disclosed, none of the directors or officers of the Corporation, nor any proposed nominees for election as directors, nor any associate or affiliate of any such person, has or has had any direct or indirect material interest in respect of any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

Principal Holders of Voting Securities

To the knowledge of the directors and executive officers of the Corporation as at the date hereof, no person or company beneficially owns, controls or directs, directly or indirectly over 10% or more of the votes attached to the Common Shares, with the exception of GMT Capital Corporation which own 47,985,762 Common Shares representing 16.28% of the issued and outstanding Common Shares of the Corporation.

Argonaut Gold Inc.

BUSINESS OF THE MEETING

Business of the Meeting

Annual Financial Statements ..................................................................................................................... 8 Election of Directors .................................................................................................................................... 8 James E. Kofman, Chairman of the Board ....................................................................................... 9 Peter C. Dougherty, President, Chief Executive Officer and Director ......................................... 10 Ian Atkinson, Director ......................................................................................................................... 11 Stephen Lang, Director ...................................................................................................................... 12 Peter Mordaunt, Director .................................................................................................................. 13 Dale C. Peniuk, Director .................................................................................................................... 14 Paula Rogers, Director ....................................................................................................................... 15 Audra B. Walsh, Director .................................................................................................................... 16 Skills and Experience Matrix ..................................................................................................................... 17 Cease Trade Orders, Bankruptcies, Penalties and Sanctions ............................................................. 18 Committees of the Argonaut Board....................................................................................................... 19 Appointment of the Auditors ................................................................................................................... 19 Have a “Say on Pay” ................................................................................................................................ 20 Advisory Resolution on Executive Compensation Approach ....................................................... 20 Shareholder Proposals .............................................................................................................................. 20

2021 Management Information Circular

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Annual Financial Statements

The consolidated financial statements of Argonaut for the year ended December 31, 2020 and the auditors' report thereon will be placed before the shareholders of Argonaut at the Meeting. The consolidated financial statements are also available on SEDAR at www.sedar.com.

Election of Directors

The Articles of Argonaut provide that Argonaut shall have no more than 10 directors elected annually. Eight directors are proposed for election at the Meeting. The Argonaut Board of Directors (“the Argonaut Board”) unanimously recommends that shareholders vote in favour of setting the number of directions at eight, or such number as the directors may hereafter determine in accordance with the Articles of Argonaut. Proxies in favour of the resolution setting the number of directors will be voted FOR the resolution setting the number of directors in the absence of directions to the contrary from the shareholders appointing them. The directors are to be elected in accordance with Argonaut's majority voting policy. For more information, please see Part Five – Statement of Corporate Governance Practices . Each director will hold office until the next annual meeting or until a successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with Argonaut's By-laws (the " By-laws ").

The following information discloses: (i) the name of each individual proposed to be nominated by management for election to the Argonaut Board; (ii) all other positions and offices with Argonaut now held by the nominee; (iii) the nominee’s principal occupation; (iv) the nominee’s period of service as a director of Argonaut; and (v) the approximate number of Argonaut Shares beneficially owned or controlled or directed, directly or indirectly, by the nominee as at March 15, 2021. Proxies in favour of management nominees will be voted FOR the election of the proposed nominees in the absence of directions to the contrary from the shareholders appointing them . Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the person named in the enclosed form of proxy reserves the right to vote for another nominee in his discretion. All of the nominees currently serve as directors of Argonaut, and their terms of office are to expire upon the termination of the Meeting. The information below as to the number of Argonaut Shares owned by nominees for election as directors is not within the knowledge of management and has been furnished by the nominees themselves. No director nominations were received pursuant to the advance notice provision of Argonaut’s by-laws as of the date of the Circular. The only nominees for election at the meeting are the nominees listed.

Argonaut Gold Inc.

BUSINESS OF THE MEETING

James E. Kofman, Chairman of the Board

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Location Ontario, Canada

Status

Independent

Background and Experience

Mr. Kofman joined Argonaut’s Board of Directors in January 2010 and was appointed the role of Chairman of the Board of Argonaut in December 2015. Mr. Kofman is Vice-Chairman of Cormark Securities Inc. Mr. Kofman served as Chairman and Interim CEO of Zenn Motor Company from March 2011 until May 2014. He was previously President of JEK Capital Advice, an independent financial advisory firm. From 1996 to November 2009 he was the Managing Director and Vice-Chairman of UBS Securities Canada Inc. Prior to investment banking he was a partner at the law firm of Osler, Hoskin & Harcourt focusing on international corporate finance and mergers and acquisitions. Mr. Kofman is a frequent speaker and panelist on topics of markets, economy, financing and merger and acquisition activity, and has been involved in many of Canada's largest transactions. He has a Bachelor of Laws (LLB) and a Bachelor of Commerce (Honours) from Queen's University in Kingston, Ontario, Canada.

Director Since January 2010

Areas of Expertise

Refer to the Skills Matrix included in the Circular.

Public Board Memberships (Last Five Years)

None	None
2020 Board and Committee Participation Meeting Attendance
 Board of Directors1  Nominating, Compensation and Governance Committee2  Safety, Health, Environment, Sustainability & Technical Committee2 10 of 10 2 of 2 6 of 6 100% 100% 100%
Securities Held as of March 15, 2021	2020 Voting Results
 Argonaut Shares 279,772 For: 99.44%  Stock Options 372,701 Against: 0.56%  Deferred Share Units 86,486

1 Chairman, 2 Member

2021 Management Information Circular

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Peter C. Dougherty, President, Chief Executive Officer and Director

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Background and Experience

Mr. Dougherty is President and Chief Executive Officer (" CEO ") of Argonaut Gold Inc. and formerly served in various finance roles with Meridian Gold Inc. and predecessors from 1990 to 2007, including Vice-President of Finance and Chief Financial Officer from 2002 to 2007. Mr. Dougherty holds a Bachelor of Science in Accounting from Southern Oregon State College, Ashland, Oregon and a Masters of Business Administration (MBA) from Drexel University, Philadelphia, Pennsylvania, United States of America.

Location

Nevada, USA

Status

Non-Independent

Director Since December 2009

Areas of Expertise

Refer to the Skills Matrix included in the Circular.

Public Board Memberships (Last Five Years)	Public Board Memberships (Last Five Years)
None
2020 Board and Committee Participation Meeting Attendance
 Board of Directors2 10 of 10 100%
Securities Held as of March 15, 2021	2020 Voting Results
 Argonaut Shares 2,476,739 For: 99.69%  Stock Options 1,289,350 Against: 0.31%  Restricted Share Units 589,148  Performance Share Units 1,120,973

1 Chairman – 2 Member

Argonaut Gold Inc.

BUSINESS OF THE MEETING

Ian Atkinson, Director

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Location Texas, USA

Status

Independent

Background and Experience

Mr. Atkinson is a Professional Geologist, and currently serves as Director of Kinross Gold Corporation, Globex Mining Enterprises Inc. and Wolfden Resources Corporation. Mr. Atkinson was previously Director, President and CEO of Centerra Gold Inc. He has more than 40 years of experience in the mining industry with extensive background in exploration, project development, operations, and mergers and acquisitions. Prior to his tenure at Centerra Gold Inc., Mr. Atkinson held various senior leadership positions with Hecla Mining Company, Battle Mountain Gold Inc., Hemlo Gold Mines Inc. and Noranda Inc. Mr. Atkinson has contributed to the discovery of several major mineral deposits and been involved in a number of large global mining projects in his career. Mr. Atkinson holds a Bachelor of Science (Geology) from King’s College, University of London and a Master’s Degree in Geophysics from the Royal School of Mines, University of London, United Kingdom.

Director Since May 2016

Areas of Expertise

Refer to the Skills Matrix included in the Circular.

Public Board Memberships (Last Five Years)

Kinross Gold Corporation
Globex Mining Enterprises Inc.
Wolfden Resources Corporation

2020 Board and Committee Participation Meeting Attendance	2020 Board and Committee Participation Meeting Attendance
 Board of Directors2  Audit Committee2  *Safety, Health, Environment, Sustainability and Technical Committee2  Nominating, Compensation and Governance Committee1 10 of 10 5 of 5 3 of 3 1 of 1 100% 100% 100% 100%
Securities Held as of March 15, 2021	2020 Voting Results
 Argonaut Shares 82,861 For: 99.53%  Stock Options 107,665 Against: 0.47%  Deferred Share Units 82,861

Note:

(*) In July 2020 following the Annual General and Special Meeting, Mr. Atkinson transitioned from a member of the Safety, Health, Environment, Sustainability and Technical Committee to become the Chairman of the Nominating, Compensation and Governance Committee.

1 Chairman – 2 Member

2021 Management Information Circular

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Stephen Lang, Director

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Location Missouri, USA

Status

Independent

Director Since July 1, 2020

Background and Experience

Mr. Lang has over 45 years of experience in the mining industry. He served as President and CEO of Centerra Gold Inc. from 2008 to 2012, having joined Centerra in 2007 as Chief Operating Officer, and as Chair from 2012 to 2019. Between 2003 and 2007, Mr. Lang served as Executive Vice President and Chief Operating Officer of Stillwater Mining Company. Prior to joining Stillwater, he was employed with Barrick Gold Corporation as Vice President and General Manager of Barrick Gold’s Goldstrike/Meikle operation from 2001 to 2003. Prior to this, he served as the Vice President of Engineering and Project Development of Rio Algom, Limited in Santiago, Chile from 1999 to 2001. From 1996 to 1999, he served as Vice President and General Manager of Kinross Gold Corporation/Amax Gold Corporation’s Fort Knox Mine in Fairbanks, Alaska. From 1981 to 1996, he held various positions with Santa Fe Pacific Gold Minerals Corporation, including General Manager of the Twin Creeks Mine in Golconda, Nevada. Mr. Lang earned a Bachelor of Science degree in Mining Engineering and a master’s degree in Mining Engineering both from the University of Missouri-Rolla. He is currently the Chair and Director of Hudbay Minerals, Inc., a Director of International Tower Hill Mines Ltd. and a Director of Bear Creek Mining.

Areas of Expertise

Refer to the Skills Matrix included in the Circular.

Public Board Memberships (Last Five Years)

Alio Gold Inc. (until July 1, 2020)
Bear Creek Mining Corporation
Centerra Gold Inc. (until May 1, 2020)
Hudbay Minerals Inc.
International Tower Hill Mines Ltd.

2020 Board and Committee Participation Meeting Attendance	2020 Board and Committee Participation Meeting Attendance
 Board of Directors2  Audit Committee2  Safety, Health, Environment, Sustainability and Technical Committee2 5 of 5 2 of 2 3 of 3 100% 100% 100%
Securities Held as of March 15, 2021	2020 Voting Results
 Argonaut Shares 38,373 For: n/a  Stock Options 23,450 Against: n/a  Deferred Share Units 43,243

1 Chairman – 2 Member

Argonaut Gold Inc.

BUSINESS OF THE MEETING

Peter Mordaunt, Director

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Location

Arizona, USA

Background and Experience

Mr. Mordaunt is a Registered Professional Geoscientist (P Geo.) in the Province of Ontario with over 35 years of experience in mining, mine development and advanced exploration. Mr. Mordaunt’s business and technical skills have focused predominantly on advanced project development related to gold, silver and copper leading to bankable feasibility studies, finance, plus mergers and acquisitions for more than 20 years. Mr. Mordaunt graduated from the University of Guelph in Ontario, Canada. He is a member of the Institute of Corporate Directors and has the Professional Certification as ICD.D. Mr. Mordaunt remains an independent advisor to a number of gold/silver exploration companies. He was also a director of Pediment Gold Inc. prior to merging with Argonaut in 2011.

Status

Independent

Director Since January 2011

Areas of Expertise

Refer to the Skills Matrix included in the Circular.

Public Board Memberships (Last Five Years)

Ethos Gold Corp (until May 15, 2017)
Chakana Copper Corp. (until January 29, 2018)

2020 Board and Committee Participation Meeting Attendance	2020 Board and Committee Participation Meeting Attendance
 Board of Directors2  Nominating, Compensation and Governance Committee2  Safety, Health, Environment, Sustainability and Technical Committee1 10 of 10 2 of 2 6 of 6 100% 100% 100%
Securities Held as of March 15, 2021	2020 Voting Results
 Argonaut Shares 130,328 For: 99.52%  Stock Options 203,703 Against: 0.48%  Deferred Share Units 43,243

1 Chairman – 2 Member

2021 Management Information Circular

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Dale C. Peniuk, Director

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Location

British Columbia, Canada

Status

Independent

Director Since December 2009

Background and Experience

Mr. Peniuk is a Chartered Professional Accountant (" CPA , CA ") and corporate director. Mr. Peniuk obtained a Bachelor of Commerce from the University of British Columbia in Vancouver, British Columbia, Canada, in 1982 and his Chartered Accountant designation from the Institute of Chartered Accountants of British Columbia (" ICABC ") (now the Chartered Professional Accountants of British Columbia (“ CPABC ”)) in 1986. Mr. Peniuk spent more than 20 years with KPMG LLP (" KPMG "), Chartered Accountants and predecessor firms, including being an assurance partner from 1996 to 2006 and was the leader of KPMG's British Columbia mining practice. Mr. Peniuk also served on the ICABC's (now CPABC’s) Public Company Forum from 2000 to 2019 including serving as the Chairman of that forum for much of his term. He also currently serves on the board and as the audit committee chairman of Lundin Mining Corporation, Capstone Mining Corp. and Kuya Silver Corporation (formerly Miramont Resources Corp.).

Areas of Expertise

Refer to the Skills Matrix included in the Circular

Public Board Memberships (Last Five Years)

Lundin Mining Corporation
Capstone Mining Corp.
Kuya Silver Corporation (formerly Miramont Resources Corp.)

2020 Board and Committee Participation Meeting Attendance	2020 Board and Committee Participation Meeting Attendance
 Board of Directors2  Audit Committee1  Nominating, Compensation and Governance Committee2 10 of 10 5 of 5 2 of 2 100% 100% 100%
Securities Held as of March 15, 2021	2020 Voting Results
 Argonaut Shares 133,899 For: 93.29%  Stock Options 203,703 Against: 6.71%  Deferred Share Units 43,243

1 Chairman – 2 Member

Argonaut Gold Inc.

BUSINESS OF THE MEETING

Paula Rogers, Director

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Location

British Columbia, Canada

Status Independent

Director Since July 1, 2020

Background and Experience

Ms. Rogers is a Chartered Professional Accountant and brings over 25 years of experience working for Canadian-based international public companies in the areas of corporate governance, treasury, mergers and acquisitions, financial reporting and tax. She has significant experience in the mining industry ranging from greenfield exploration to senior gold producer in both director and officer roles. Ms. Rogers was the Chief Financial Officer at Castle Peak Mining Ltd from 2010 to 2014. Between 2004 and 2010, she served as Vice President, Treasurer of Goldcorp Inc., and Treasurer of Wheaton River Minerals Ltd. and Silver Wheaton Corp. Previous to that, she held various senior finance roles at Finning International Inc. over a period of nine years. Ms. Rogers currently serves on the Board of Directors and Audit Committees of Diversified Royalty Corp., Great Bear Resources Ltd. and Copper Mountain Mining Corporation. Ms. Rogers holds a Bachelor of Commerce degree from the University of British Columbia.

Areas of Expertise

Refer to the Skills Matrix included in the Circular

Public Board Memberships (Last Five Years)

Alio Gold Inc. (until July 1, 2020)
Copper Mountain Mining Corporation
Diversified Royalty Corp.
Great Bear Resources Ltd.

2020 Board and Committee Participation Meeting Attendance	2020 Board and Committee Participation Meeting Attendance
 Board of Directors2  Audit Committee2  Nominating, Compensation and Governance Committee2 5 of 5 2 of 2 1 of 1 100% 100% 100%
Securities Held as of March 15, 2021	2019 Voting Results
 Argonaut Shares 44,838 For: n/a  Stock Options 23,450 Against: n/a  Deferred Share Units 43,243

1 Chairman – 2 Member

2021 Management Information Circular

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Audra B. Walsh, Director

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Location La Huelva, Spain

Status Independent

Director Since April 2016

Background and Experience

Ms. Walsh is a Professional Engineer with over 25 years of technical, operating, management and board experience in the mining industry. She is CEO of Minas de Aguas Tenidas S.A.U. (MATSA), a privately held company owned by Trafigura and Mubadala, located in the Huelva Province, Spain. Ms. Walsh became a member of the Board of Directors for Calibre Mining Corp. in October 2019. She formerly served as a member of the Board of Directors of Orvana Minerals Corp., and was Chair of their Technical, Safety, Health, Environment and Sustainability Committee. She also formerly held the position of President and CEO of Sierra Metals Inc., Minera S.A. and A2Z Mining Inc. She has held senior positions with Barrick Gold Corporation and Newmont Mining Corporation. Ms. Walsh is a graduate with a Bachelor of Science (Mine Engineering) from the South Dakota School of Mines and Technology in Rapid City, South Dakota, United States of America. She is a registered member of the Society of Mining, Metallurgy and Exploration.

Areas of Expertise

Refer to the Skills Matrix included in the Circular

Public Board Memberships (Last Five Years)

Calibre Mining Corp.
Orvana Minerals Corp. (until May 19, 2016)

2019 Board and Committee Participation Meeting Attendance	2019 Board and Committee Participation Meeting Attendance
 Board of Directors2  Audit Committee2  Safety, Health, Environment, Sustainability and Technical Committee2 10 of 10 5 of 5 6 of 6 100% 100% 100%
Securities Held as of March 30, 2020	2019 Voting Results
 Argonaut Shares 110,708 For: 99.68%  Stock Options 130,883 Against: 0.32%  Deferred Share Units 43,243

1 Chairman – 2 Member

Argonaut Gold Inc.

BUSINESS OF THE MEETING

Skills and Experience Matrix

The matrix below shows the Board’s mix of skills and experience in areas that are important to our business. The skills matrix is also used to identify what skills we should recruit for when making changes to our Board.

Table 1: Board Skills and Experience Matrix

	Managing or Leading Growth	International	Senior Officer	Operations	Mining or Global Resource Industry	Information Technology	Human Resources	Investment Banking/Mergers & Acquisitions	Financial Literacy	Communications, Investor Relations, Public Relations and Media	Corporate Responsibility and Sustainable Development	Government Relations	Governance/Board	Legal	Environmental and Social
Kofman															
Atkinson															
Dougherty															
Lang															
Mordaunt													
Peniuk													
Rogers													
Walsh															
Total with experience	8	8	8	5	8	6	7	6	8	8	6	7	8	1	5

In addition to the relevant skills contained in the above skills matrix, the NCG takes into account the diversity of the candidates when filling Board vacancies and changing its composition. Diversity (including gender, ethnicity, age, and geographic representation plays an important role in bringing together the breadth of perspective necessary for success and enhancing Board performance.

Descriptions for each of the skills in the preceding skills matrix are as follows:

♦ Managing or Leading Growth – Experience driving strategic direction and leading growth of an organization.
♦ International – Experience working in a major organization that has business in one or more international jurisdictions.
♦ Senior Officer – Experience as a CEO or other senior officer of a publicly listed company or major organization.
♦ Operations – Experience as a senior operational officer of a publicly listed company or major organization or production or exploration experience with a leading mining or resource company.
♦ Mining or Global Resource Industry – Experience in the mining industry, combined with a strong knowledge of market participants.
♦ Information Technology – Experience in information technology with major implementations of management systems.
♦ Human Resources – Strong understanding of compensation, benefit and pension programs, with specific expertise in executive compensation programs, organizational/personal development and personnel development.

2021 Management Information Circular

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♦ Investment Banking/Mergers & Acquisitions – Experience in investment banking, finance or in major mergers and acquisitions.
♦ Financial Literacy – Senior financial officer of a publicly listed company or major organization or experience in financial accounting and reporting, and corporate finance (familiarity with internal financial controls, Canadian or US GAAP, and/or IFRS).
♦ Communications, Investor Relations, Public Relations and Media – Experience in or a strong understanding of communications, public media and investor relations.
♦ Corporate Responsibility and Sustainable Development – Understanding and experience with corporate responsibility practices and the constituents involved in sustainable development practices.
♦ Government Relations – Experience in, or a strong understanding of, the workings of government and public policy in Canada and internationally.
♦ Governance/Board – Experience as a board member of a major organization.
♦ Legal – Experience as a lawyer either in private practice or in-house with a publicly listed company or major organization.
♦ Environmental and Social – Extensive knowledge in, and experience managing, a broad range of environmental and social issues in the context of mining operations.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

None of the nominees for election as a director of Argonaut are, or have been within the 10 years prior to the date hereof, a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order, an order similar to a cease trade order, or an order that denied such company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, and that was issued while that person was acting in such capacity, or that was issued after that person ceased to act in such capacity, and which resulted from an event that occurred while that person was acting in such capacity.

With the exception of Mr. Lang, none of the nominees for election as a director of Argonaut are, or have been within the 10 years prior to the date hereof, a director or executive officer of any company that, while that person was acting in such capacity, or within a year of that person ceasing to act in such capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

With the exception of Mr. Lang, none of the nominees for election as a director of Argonaut have within the 10 years prior to the date hereof become 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.

Mr. Lang was a director of Allied Nevada Gold Corp which together with certain of its domestic direct and indirect subsidiaries, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”) in the US Bankruptcy Court for the State of Delaware on March 10, 2015. The Company changed its name to Hycroft Mining Corporation and emerged from Chapter 11 in October 2015.

Argonaut Gold Inc.

BUSINESS OF THE MEETING

None of the nominees for election as a director of Argonaut have been subject to (a) 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 (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Committees of the Argonaut Board

The Argonaut Board has an audit committee (the " Audit Committee "), a nominating, compensation and governance committee (the " Nominating, Compensation and Governance Committee " or the “NCG Committee” ) and a safety, health, environment, sustainability and technical committee (the " Safety, Health, Environment, Sustainability and Technical Committee " or the “SHEST Committee” ). All of the committees are comprised entirely of independent directors. The following table sets out the current committee members of the standing committees:

Table 2: Committee Composition

Name	Audit	NCG	SHEST
James E. Kofman		Member	Member
Ian Atkinson	Member	Chair
Peter C. Dougherty
Stephen Lang	Member		Member
Peter Mordaunt		Member	Chair
Dale C. Peniuk	Chair	Member
Paula Rogers	Member	Member
Audra B. Walsh	Member		Member

All committee charters are reviewed annually and can be found under the Governance section of our website at www.argonautgold.com.

Appointment of the Auditors

The auditors of Argonaut will be appointed at this Meeting. The Audit Committee performed an annual assessment of the external auditors in early 2021, following completion of the year-end audit for 2020. Based on the results of that assessment, the directors of Argonaut recommend the re-appointment of PricewaterhouseCoopers LLP (“PwC”), Chartered Professional Accountants, located in Vancouver, British Columbia, as auditor of Argonaut to hold office until the termination of the next annual meeting of the shareholders of Argonaut. Proxies received in favour of management will be voted FOR the appointment of PwC, as auditors of Argonaut to hold office until the next annual meeting of shareholders and the authorization of the directors to fix their remuneration unless the shareholder has specified in the proxy that his shares are to be withheld from voting in respect thereof. PwC was first appointed as auditors of Argonaut effective December 30, 2009. In order to be effective, the appointment of PwC must be approved by a majority of the votes cast at the Meeting by shareholders voting in person or by proxy.

The Argonaut Board believes that the appointment of PwC as auditors is in the best interests of Argonaut and therefore unanimously recommends that the shareholders of Argonaut vote FOR of this resolution.

2021 Management Information Circular

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Have a “Say on Pay”

The Argonaut Board believes that the compensation program must be competitive within its designated peer group, provide a strong incentive to its executives to achieve Argonaut's goals and ensure that interests of management and Argonaut’s shareholders are aligned. A detailed discussion of Argonaut's executive compensation program is more fully described under the heading "Statement of Executive Compensation – Compensation Discussion and Analysis" in this Circular which discusses Argonaut's executive compensation philosophy, objectives, policies and practices and provides information on the key elements of the executive compensation program of Argonaut. The Argonaut Board has adopted a shareholder advisory vote on Argonaut’s approach to executive compensation. As a formal opportunity to provide their views on the disclosed objectives of Argonaut’s compensation program, shareholders are asked to review, consider, and vote on the following resolution:

Advisory Resolution on Executive Compensation Approach

“BE IT RESOLVED, AS AN ADVISORY RESOLUTION THAT:

on an advisory basis and not to diminish the role and responsibilities of the Argonaut Board of Directors, Argonaut’s shareholders accept the approach to executive compensation disclosed in Argonaut's management information circular dated April 8, 2021 delivered in advance of the annual meeting of shareholders of Argonaut on May 5, 2021;
as this is an advisory vote, the Argonaut Board of Directors and the Nominating, Compensation and Governance Committee will not be bound by the results of the vote. However, the Argonaut Board of Directors will take the results into account, together with feedback received from shareholders, when considering its approach to executive compensation in the future; and
results of the vote will be disclosed in the report of voting results.”

Argonaut’s Board recommends that Argonaut’s shareholders indicate their support for Argonaut's approach to executive compensation disclosed in the Circular by voting FOR the Advisory Resolution on Executive Compensation Approach. The persons whose names appear in the attached form of proxy intend to vote FOR the Advisory Resolution on Executive Compensation Approach.

Shareholder Proposals

Shareholders who meet eligibility requirements under the OBCA can submit a shareholder proposal as an item of business for our annual meeting of shareholders in 2022. Proposals must be submitted to our corporate secretary by January 5, 2022 for next year’s annual meeting. Only shareholder proposals that comply with the OBCA requirements received by that date, and our responses, will be printed in the management proxy circular we send to shareholders next spring.

Argonaut Gold Inc.

EXECUTIVE COMPENSATION

Executive Compensation

Message to Shareholders ........................................................................................................................ 22 Compensation Governance ................................................................................................................... 23 Compensation Discussion and Analysis ................................................................................................. 25 Research and Benchmarking ........................................................................................................... 26 Elements of Compensation ..................................................................................................................... 27 Base Salary .......................................................................................................................................... 27 Annual Bonus ...................................................................................................................................... 28 Option-based and Share-based Awards – Summary of Security Based Compensation Arrangements .............................................................................................................................. 30 Participants ......................................................................................................................................... 31 Purpose ................................................................................................................................................ 31 Share Incentive Plan Limits ................................................................................................................ 31 Burn Rate ............................................................................................................................................. 32 Exercise Price ...................................................................................................................................... 32 Other Awards ...................................................................................................................................... 33 Attributes ............................................................................................................................................. 34 Transfer and Assignment ................................................................................................................... 34 Administration ..................................................................................................................................... 34 Financial Assistance ........................................................................................................................... 34 Amendments ...................................................................................................................................... 34 Blackout Periods ................................................................................................................................. 35 Long-Term Incentive Plan .................................................................................................................. 35 Long-Term Stock Incentive Awards .................................................................................................. 36 Determination of Grants of Long-Term Equity Awards .................................................................. 36 2020 Employment Agreements ............................................................................................................... 36 Performance Graph ................................................................................................................................. 37 Executive Compensation Summary ....................................................................................................... 38 Incentive Plan Awards ............................................................................................................................. 39 Termination and Change of Control Benefits ....................................................................................... 41

2021 Management Information Circular

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Message to Shareholders

April 8, 2021

Dear fellow Shareholder,

I want to take this opportunity to introduce myself as the new Chair of Argonaut’s NCG Committee following Christopher Lattanzi’s retirement from the Board of Directors effective January 1, 2021. I want to take a moment and thank Chris for his direction and contributions as Chair of the NCG committee for several years.

I joined Argonaut’s Board in 2016 and have experience in the areas of governance and executive compensation as a former Chief Executive Officer of a mid-tier gold producer and through other Directorships.

Mr. Lattanzi and I view shareholder engagement as an integral part of Argonaut’s business practice. Staying in contact with shareholders provides important feedback on a variety of topics including operations, growth objectives, governance, and compensation. Our Chief Executive Officer and Vice President of Corporate Development and Investor Relations talk to and solicit input from our investors through discussions and proactive outreach. Despite the COVID-19 pandemic, Argonaut held more than 100 virtual face-to-face meetings this past year through attendance at investor conferences and regular discussions with investors.

Argonaut has demonstrated a willingness to listen to shareholder feedback in areas where we can improve our business and make appropriate changes after careful consideration and analysis. As an example, in 2017 there was a clear message from shareholders that more direct performance-based compensation be included in Argonaut’s Long-Term Incentive Plan (“LTIP”). After careful consideration, the Board of Directors changed the long-term incentives within the LTIP program from a mix of restricted share units, incentive stock options and cash to a long-term incentive structure comprised of 50% restricted share units and 50% performance share units.

Table 3: 2021 LTIP Composition

This change has been widely accepted by our shareholders as evidenced by our Say on Pay shareholder advisory vote in 2020, which garnered a 98.7% vote in favour of our compensation philosophy, program, and practices.

We will continue to solicit feedback from our investors through continued discussions and proactive outreach. I also encourage you to contact our investor relations department directly, who will convey your comments or any concerns and, if necessary, schedule meetings with me to discuss our governance and compensation practices.

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Sincerely, /s/ Ian Atkinson

Ian Atkinson, Chairman of the NCG Committee

Argonaut Gold Inc.

EXECUTIVE COMPENSATION

Compensation Governance

The executive compensation program of Argonaut is administered by the Argonaut Board with the assistance of the NCG Committee. The NCG Committee, reviews and makes decisions with respect to compensation matters relating to the executive officers, with the exception of the Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and the directors of Argonaut, for whom the NCG Committee makes recommendations to the Argonaut Board, ensuring consistent application of matters relating to remuneration and ensuring that executive remuneration is consistent with industry standards. The Argonaut Board believes that Argonaut should provide a compensation package that is competitive and motivating, that will attract, retain, and inspire qualified executives, that will encourage performance by executives to enhance the growth and development of Argonaut and that will balance the interests of the executives and the shareholders of Argonaut. Achievement of these objectives is expected to contribute to an increase in long-term shareholder value.

When compensation policies are evaluated the NCG Committee takes into account industry specific risks, industry standards and potential impact to shareholders. The NCG Committee and Argonaut Board have experience identifying risks and specific employment needs and challenges. These risks are mitigated by seeking a compensation structure that rewards not only operational excellence but shareholder performance against a peer group and achieving corporate growth objectives. The NCG Committee directs the efforts of management through appropriate weighting of all of the aforementioned objectives, thereby reducing over exposure to any single factor. The NCG Committee pays particular attention to ensure that performance metrics include effective risk management and regulatory compliance, as well as weighting of compensation to ensure long-term objectives of Argonaut. The NCG Committee also seeks to ensure that compensation policies address the range of risks to Argonaut identified in its Annual Information Form, including, but not limited to, environmental risks and hazards, safety, security, and attracting and retaining talented personnel.

The Argonaut Board and the NCG Committee have reviewed our executive compensation program and have not identified any policies, practices, plans or conditions that would be reasonably likely to have a material adverse effect on our business, or might prefer or benefit holders of short-term benefits at the expense of a negative long-term impact on shareholders. Due to the highly competitive nature of our industry, attracting and retaining talented personnel continues to be a risk. Annually, the Argonaut Board and the NCG Committee, conduct a review, including using market comparators, to ensure our compensation policies, practices, plans or conditions continue to be competitive. Further, Argonaut has adopted a clawback policy that allows Argonaut to recoup incentive compensation paid under certain circumstances (as further described here within under the heading “Clawback Provision Policy”).

The responsibilities of the NCG Committee include assisting the Argonaut Board with respect to, among other things: (a) the establishment of key human resources and compensation policies, including all incentive and equity-based compensation programs; (b) the establishment of corporate goals and objectives relevant to senior management, with the exception of the CEO and CFO, for whom the NCG Committee makes recommendations on the corporate goals and objectives to the Argonaut Board; (c) the recommendation to the Argonaut Board of the evaluation of the senior executives’ performance, with the exception of the CEO and CFO, for whom the evaluation is determined by the Argonaut Board; (d) the evaluation of the compensation of senior management, with the exception of the CEO and CFO, which the NCG Committee makes recommendations on compensation to the Argonaut Board; and (e) the compensation of directors. In particular, responsibilities of the NCG Committee include, among other things:

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review and make recommendations to the Argonaut Board with respect to the overall compensation strategy and policies for directors, officers and employees of Argonaut;
review and make recommendations to the Argonaut Board with respect to the corporate goals and objectives relevant to the compensation of the senior executive officers (other than the CEO and CFO whose corporate goals and objectives are reviewed and approved by the Argonaut Board);
review and make recommendations to the Argonaut Board with respect to the compensation of the Chairman of the Argonaut Board;
review and make recommendations to the Argonaut Board with respect to the compensation of directors;
review, in consultation with the CEO, and approve the annual compensation and incentive compensation of the senior executive officers of Argonaut (other than the CEO and CFO whose annual compensation and incentive compensation are reviewed and approved by the Argonaut Board);
review and make recommendations to the Argonaut Board, as appropriate, in connection with Argonaut’s succession plan with respect to the CEO and other senior executive officers;
oversee and make recommendations to the Argonaut Board in relation to equity grants and Awards under Argonaut’s Long-Term Incentive Plan (with the exception of the CEO and CFO, whose Awards are reviewed and approved by the Argonaut Board). The Argonaut Board may review and approve equity grants in circumstances where the NCG Committee has not held a regularly scheduled meeting;
make recommendations to the Argonaut Board with respect to Argonaut’s incentive compensation and equity-based plans that are subject to Argonaut Board approval;
review and make recommendations to the Argonaut Board in relation to the annual disclosure of executive compensation contained in the public disclosure of Argonaut, including the Circular of Argonaut;
review and assess Argonaut’s corporate governance policies and practices and conduct an annual review of Argonaut’s Corporate Governance Guidelines and make such recommendations to the Argonaut Board in relation to this review as it deems appropriate;
review and assess the independence of each of the directors;
evaluate the function of the Argonaut Board, its committees (including the NCG Committee) and individual directors on an annual basis;
review and make recommendations to the Argonaut Board in relation to the annual disclosure of Argonaut’s corporate governance practices in compliance with the requirements of the Canadian Securities Administrators;
review candidates for election as directors and annually recommend nominees to the Argonaut Board for approval by the Argonaut Board for election by the shareholders;
recommend to the Argonaut Board nominees to fill vacancies on the Argonaut Board and develop recommendations regarding the skills and experience required or desirable for directors of Argonaut which shall include consideration of Argonaut's policy in relation to diversity amongst Argonaut Board members and officers of Argonaut;
review indemnity and third-party insurance maintained by Argonaut to assess the adequacy of such provisions;

Argonaut Gold Inc.

EXECUTIVE COMPENSATION

make recommendations to the Argonaut Board from time to time as to changes in the size of the Argonaut Board;
make recommendations to the Argonaut Board as to the composition of the committees of the Argonaut Board (including the NCG Committee);
review Argonaut’s orientation and education program with respect to new directors and continuing education programs, if any, in relation to continuing directors;
report regularly to the Argonaut Board in relation to any matters arising from its review of governance and compensation practices of Argonaut;
review and assess its mandate and recommend any proposed changes to the Argonaut Board on an annual basis; and
evaluate the function of the NCG Committee on an annual basis.

The members of the NCG Committee are currently Ian Atkinson (Chairman), James E. Kofman, Peter Mordaunt Dale Peniuk, and Paula Rogers, each of whom is independent. The NCG committee members were recommended based on their collective experience of managing, directing and working with various businesses with an emphasis on experience with mining companies. Their experience coupled with external compensation reports, as appropriate, provides the foundation of the necessary skills and knowledge to make informed and educated decisions regarding executive compensation policies and practices.

Compensation Discussion and Analysis

Argonaut's principal goal is to create long-term value for its shareholders. Argonaut believes that directors, officers and employees should have their benefits aligned with both the short-term and long-term interests of the shareholders. The NCG Committee reviews, for approval by the Argonaut Board, the design and competitiveness of Argonaut's executive compensation package.

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Ian Atkinson

James Kofman

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Peter Mordaunt

Dale Peniuk

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Paula Rogers

The objectives of the executive compensation package for the executive officers of Argonaut are to:

set levels of annual salary and bonus compensation that will attract and retain superior executives in the highly competitive environment of global mining companies;
provide annual bonus compensation for executive officers that varies with Argonaut's operating and financial performance, Argonaut's stock price as well as an individual's contribution so as to reflect the executive officer's individual contribution to Argonaut's success;
provide long-term compensation that is tied to Argonaut's overall success so as to focus the attention of the executive officers on managing Argonaut from the perspective of an owner over a long-term period;
emphasize performance-based compensation, through annual bonus compensation and long-term compensation including performance share units, over fixed compensation; and

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encourage performance in non-financial matters of importance to Argonaut, such as promoting safety, environmental protection and diversity in the workplace, positioning Argonaut for long-term success, promoting the development of management, and maintaining and enhancing Argonaut's compliance with legal requirements.

The 2020 compensation of the executive officers was comprised of three components: base salary, annual cash short-term incentive bonus (“ STI ”) and long-term incentive (“ LTI ”) in the form of restricted share units and performance share units and was structured to be competitive with a select group of peer companies as set out below.

STI and LTI Awards are directly related to Argonaut's performance and the individual's contribution. Argonaut believes strongly that annual incentives and LTI Awards play an important role in increasing shareholder value. Outstanding Options and LTI Awards are not taken into account when determining whether and how many new LTI Awards should be granted.

Employees, including the Named Executive Officers (" NEOs "), as defined in the Executive Compensation Summary section , and directors, are not permitted by Argonaut to purchase financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held directly or indirectly by the NEO or director.

Research and Benchmarking

During 2020, Argonaut engaged the services of Meridian Compensation Partners (“Meridian”) to complete compensation reviews to compare Argonaut’s NEOs and board of directors’ compensation against similar companies within the mining industry.

The selection criteria used to determine the set of peer companies (the " Peers ") were: publiclylisted companies with similar assets, revenues, market capitalization, with similar annual gold production. At the time of setting the 2020 peer group, Argonaut’s market capitalization was $597 million versus the peer median of $486 million and Argonaut’s annual precious metals production was expected to be at least approximately 180,000 gold equivalent ounces versus the peer median of approximately 126,000 gold equivalent ounces. While Argonaut prefers to select peers that operate in similar jurisdictions, given the limited number of peer companies that are similar with respects to market capitalization and annual precious metals production, the jurisdiction where Argonaut’s peers operate was expanded to include North American-listed companies operating in other geographic locales.

The Peers represent a cross-section of Canadian and U.S. based mining companies that are similar by assets, revenues, market capitalization and annual gold production. Relative to the group, Argonaut Gold is positioned at the 72[nd] percentile in asset terms, the 67[th] percentile in revenue terms, and the 55[th] percentile in market capitalization terms. Meridian completed the analysis using the following Peers:

Table 4: Peer Group

	Company
Americas Gold and Silver Corp.	Golden Star Resources Ltd.	Premier Gold Mines Ltd.
Aura Minerals Inc.	Gran Colombia Gold Corp.	Roxgold Inc.
Calibre MiningCorp.	Great Panther MiningLimited	Sierra Metals Inc.
Coeur Mining,Inc.	Jaguar MiningInc.	Torex Gold Resources Inc.
Dundee Precious Metals Inc.	McEwen MiningInc.	Victoria Gold Corp.
Fortuna Silver Mines Inc.	New Gold Inc.	Wesdome Gold Mines Ltd.

Argonaut Gold Inc.

EXECUTIVE COMPENSATION

The results of this compensation analysis provide the following comparative data. The data in the table below shows that Argonaut’s CEO pay during 2020 was generally below industry levels for this position, compared to Peer and other market data . Compensation for an executive may be set above or below median to reflect the strategic importance of the role within Argonaut, market condition, as well as individual performance and potential. Although market data is used to inform compensation decisions, the NCG Committee ultimately relies on its own experience, information, and deliberations to determine individual compensation arrangements.

Table 5: CEO Compensation Comparison[(1)]

CEO	Base Salary	Bonus % Target	STI	Target Cash Comp	LTI	Target Compensation(3)
Peer Group(2)	522,270 $	100%	501,367 $	1,044,540 $	1,044,540 $	2,089,080 $
Global Governance Advisors Survey(2)	584,549 $	100%	574,265 $	1,158,814 $	1,094,776 $	2,590,913 $
Argonaut Actual	410,000 $	85%	500,462 $	910,462 $	820,000 $	1,730,462 $
All Comparator Averages	553,409 $	100%	537,816 $	1,101,677 $	1,069,658 $	2,339,997 $
Difference	(143,409) $		(37,354) $	(191,215) $		(609,535) $
Variance	-26%	-15%	-7%	-17%		-26%

Notes:

(1) Amounts reflected in Table 3 are in US$.

(2) Peer Group and GGA was based on the 75th percentile to reflect the extended period of time the Argonaut CEO has operated in this role.

(3) Target Compensation data developed independently; not the sum of other pay components.

The Argonaut Board approved base salaries and a bonus plan (the " Bonus Plan ") for the executive officers of Argonaut for the 2021 financial year based on the Argonaut Boards’ own determination and discussion, the recommendations of management and the NCG Committee (which recommendations were endorsed by the Argonaut Board), which in turn were based on enumerated and weighted objectives for each executive officer. In all such discussions, Mr. Dougherty absented himself from the Argonaut Boards' determination of compensation of Argonaut's President and CEO.

Elements of Compensation

The NCG Committee generally establishes target total direct compensation at the median of the Peer group, consistent with its compensation philosophy and reflecting Argonaut's relative size positioning among its Peers. The NCG Committee annually assesses and considers the appropriate percentage mix of base salary, bonus and security-based LTI compensation. To achieve its compensation objectives, the compensation program in 2020 was comprised of the following components: annual base salary, annual cash bonus and security-based LTI compensation Awards.

Base Salary

To ensure that Argonaut is capable of attracting, motivating and retaining individuals with exceptional executive skills, cash compensation is reviewed and adjusted annually, based primarily on individual and corporate performance, as well as compensation practices of similar mining companies. The NCG Committee reviews base salaries annually but does not necessarily make adjustments to NEO salaries each year. The NCG Committee reviews base salaries every year, comparing them to similar positions in the peer group. Additionally, to ensure that any increases are fair and balanced, in determining base salary levels for executive officers, the NCG Committee considers the following qualitative and quantitative factors: job level and responsibilities, relevant experience, individual performance, recent corporate and business unit

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performance, internal equity considerations and Argonaut’s objective of offering competitive total direct compensation provided performance is met.

From time to time, base salaries may be adjusted other than from results of an annual review in order to address competitive pressures or in connection with a promotion.

Annual Bonus

Executives and select employees are eligible to receive an annual bonus in the form of cash, provided certain predetermined corporate and individual bonus objectives are met. The annual bonus is designed to sharpen the focus on Argonaut’s and NEOs key performance measures and enables a closer alignment with shareholder value creation and competitive norms. The NCG Committee believes that these strategic operational and growth initiatives ensure that Argonaut’s NEOs focus on a broader, more strategic set of financial, operational and other factors which are focused on shareholder value creation and long-term success. The NCG Committee’s assessment of these factors enables closer alignment of NEO pay levels with shareholder value creation and talent attraction, motivation and retention in a challenging competitive environment.

The annual bonus target for the CEO in 2020 was 85% of base salary, while the other NEO's bonus targets ranged from 50% to 60% of their base salaries. Performance-based targets are agreed upon by the Argonaut Board at the beginning of each year. A portion of the annual cash bonus (80% for the CEO and 70% for the other NEOs) is directly related to overall performance of Argonaut (“Corporate”) and a portion (20% for the CEO and 30% for the other NEOs) is related to individual performance.

There is no guarantee of payment and the Argonaut Board reserves the right to adjust or rescind the Bonus Plan at its discretion. The minimum annual bonus payout for each NEO is zero times the target annual bonus and the maximum annual bonus payment is two times the target annual bonus. The annual bonus payout for each NEO is at the discretion of the Argonaut Board and dependent on corporate and individual performance.

The 134% achievement (payout) in the chart below relates to the safety, operational and growth performance goals of Argonaut for 2020, which accounts for 80% of the CEO’s total payout. The remaining 20% of the STI payout is based on individual performance goals. The annual bonus paid out, as a percentage of his

base salary, to the CEO over the past five years is shown in Table 8.

In 2020, the Corporate performance objectives were comprised of Growth, Operations and Safety. Growth was weighted at 50% and achieved 63% payout, Operations was weighted at 40% and achieved 54% payout, and Safety was weighted at 10% and achieved 17%. The following table details the short-term incentive targets and achievements.

Argonaut Gold Inc.

EXECUTIVE COMPENSATION

Table 6: Corporate 2020 Short-term Incentive Targets and Achievements

GROWTH	Weight: 50% Payout: 63%
Growth (Advance development projects and growth initatives)	Target:Successful completion of initiatives
	Results: •Magino – Advance Magino to a positive construction decision including the EPC contract, construction permits, First Nation agreements and financing. Confirmed high-grade geological continuity below the planned pit and identified multiple high- grade structures hosting multiple veins. •Cerro del Gallo – Executed the CSR program to build on community support and communication. •M&A Transaction - Successful completion of an at market merger with Alio Gold Inc.
OPERATIONS	Weight: 40% Payout: 54%
Environmental	Target:Environmental KPI matrix Result:Met targets
Production	Target:200 Koz - 215Koz Result:203 Koz
	GEO production for 2020 set new record for annual production. Results were adjusted due to COVID related shutdown in Mexico and inclusion of Florida Canyon.
Cash Cost	Target:$925/oz and $1,025/oz Result:$936/oz
Capital Cost	Result:$51.8 Million Target:$50 to $60 Million
SAFETY	Weight: 10% Payout: 17%
Safety at Operating Mines	Result:Operations significantly below the target. Target:Industry LTI rate 1.21
134% STI ACHIEVEMENT LEVEL

The Argonaut Board believes that it is important to maintain some discretion on bonuses as fixed formulas cannot adequately account for all events and circumstances.

A detailed assessment of performance indicators considered in relation to the 2020 bonus payment to Mr. Dougherty:

Table 7: CEO Performance

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Target Payout Payout Awarded [(1)]
Target Payout
TARGET (as % of Salary) (as % of Salary) (as % of Salary)
Corporate 41% 55%
17%
Operations 27% 36%
Individual 17% 23% 41% Corporate
Subtotal 85% 115% Operations
Board (Adjustment) [(2)] - 7% 27% Individual
Total 85% 122%
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Note:

(1) The minimum annual bonus payout for each NEO is zero times the target annual bonus and the maximum annual bonus payment is two times the target annual bonus. There is no guarantee of payment and the Argonaut Board of Directors reserves the right to adjust or rescind the Bonus Plan at its discretion.
(2) Board adjustment primarily due to transitioning the company during 2020.

Table 8: Five Year Bonus Payout Percentage for the CEO

2016	2017	2018	2019	2020
42%	93%	72%	43%	122%

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Our executive compensation plan is weighted to at-risk pay to align with our philosophy of paying for performance and to reward the execution of strategically-sound initiatives in the short-term to ensure we align with shareholder interest over the long-term. Though Argonaut is a Canadian corporation, it is important to note that Mr. Dougherty is an American citizen who resides in the United States, who primarily works from Argonaut’s corporate office in Reno, Nevada, is a United States taxpayer and is therefore compensated in US dollars.

When evaluating Mr. Dougherty’s compensation in relation to total shareholder return, it is important to factor in the Canadian dollar and the US dollar exchange rate over the same period. Mr. Dougherty takes exchange rate risk in his compensation. When necessary for his salary to be converted to Canadian dollars for comparative purposes, it is the recommendation of Argonaut for his salary to be translated at a five-year average exchange rate to accurately capture the true fluctuations in his pay, rather than fluctuations in the exchange rate itself.

After the departure of Mr. Zisch in November 2019, Mr. Dougherty assumed the duties of the Chief Operating Officer in addition to his regular duties as President and Chief Executive Officer. We are in the process of hiring a Senior Vice President of Operations who will be joining the Argonaut Gold executive team in mid-April.

Due to these factors, the Argonaut Board evaluates Mr. Dougherty’s total compensation versus total shareholder return and adjusts for the exchange rate over the same period. It is the Argonaut Board’s view that evaluating Mr. Dougherty’s compensation versus total shareholder return without properly adjusting for the Canadian dollar and US dollar exchange rate over the same period would misrepresent Mr. Dougherty’s compensation versus total shareholder return.

The below chart illustrates our total shareholder return, S&P/TSX global mining index and our CEO total compensation in US dollars indexed to 100% since 2016:

Table 9: CEO Total Compensation vs. Total Shareholder Returns and S&P/TSX Global Mining Index Performance

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Option-based and Share-based Awards – Summary of Security Based Compensation Arrangements

Argonaut has established the Share Incentive Plan, as amended, which was adopted by the Argonaut Board on February 12, 2010 and approved by shareholders at the 2010 Annual and Special Meeting of Shareholders held on May 10, 2010, re-approved by shareholders at the 2013 Annual and Special Meeting of Shareholders held on May 7, 2013, again re-approved by shareholders at the 2016 Annual and Special Meeting of Shareholders held on May 3, 2016, again re-approved at the 2018 Annual and Special Meeting of Shareholders held on May 1, 2018, and again at the May, 2020 Annual and Special Meeting of Shareholders.

Argonaut Gold Inc.

EXECUTIVE COMPENSATION

Participants

Directors, officers, employees, service providers and consultants of Argonaut and subsidiaries of Argonaut (individually a " Participant " and collectively " Participants ") are entitled to participate in Awards under the Share Incentive Plan.

Purpose

The purpose of Argonaut's Share Incentive Plan is to develop the interest and incentive of Participants in Argonaut's growth and development by granting restricted share awards and/or performance share units of Argonaut's stock and/or providing an opportunity to purchase Argonaut Shares through Options, thereby advancing the interests of Argonaut, enhancing the value of the Argonaut Shares for the benefit of all shareholders and increasing the ability of Argonaut to attract and retain skilled and motivated individuals.

Share Incentive Plan Limits

The Share Incentive Plan provides that the maximum number of Argonaut Shares available as Options and other Awards is 7.25% of the total number of outstanding Argonaut Shares from time to time, of which a maximum of 5.00% of the total number of outstanding Argonaut Shares from time to time, is issuable pursuant to other Awards.

As of December 31, 2020, the total number of Argonaut Shares issuable pursuant to Options and other Awards was 21,370,282 (being 7.25% of the issued and outstanding Argonaut Shares) of which Options were outstanding for the purchase of 4,559,245 Argonaut Shares (being 1.55% of the issued and outstanding Argonaut Shares), and other Awards consisting of restricted share units outstanding for Awards of 2,249,323 Argonaut Shares (being 0.76% of the issued and outstanding Argonaut Shares), and performance share units outstanding for Awards of 2,297,701 Argonaut Shares (being 0.78% of the issued and outstanding Argonaut Shares) for an aggregate total of 9,106,269 Argonaut Shares issuable pursuant to the Share Incentive Plan (being 3.09% of the issued and outstanding Argonaut Shares and 42.61% of the total number of Argonaut Shares issuable pursuant Options and other Awards under the Share Incentive Plan). The total number of Argonaut Shares available for issuance pursuant to Options and other Awards under the Share Incentive plan as of December 31, 2020 was 12,264,013 (being 4.16% of the issued and outstanding Argonaut Shares). Since inception of the Share Incentive Plan to December 31, 2020, Options for 3,939,712 Argonaut Shares had been exercised pursuant to the Share Incentive Plan.

As of March 15, 2021, the total number of Argonaut Shares issuable pursuant to Options and other Awards was 22,107,679 (being 7.25% of the issued and outstanding Argonaut Shares) of which Options were outstanding for the purchase of 4,773,029 Argonaut Shares (being 1.46% of the issued and outstanding Argonaut Shares), and other Awards consisting of restricted share units outstanding for Awards of 2,169,940 Argonaut Shares (being 1.16% of the issued and outstanding Argonaut Shares), performance share units outstanding for Awards of 2,372,780 Argonaut Shares (being 0.91% of the issued and outstanding Argonaut Shares), and deferred share units outstanding for Awards of 345,944 Argonaut Shares (being 0.11% of the issued and outstanding Argonaut Shares) for an aggregate total of 12,445,986 Argonaut Shares issuable pursuant to the Share Incentive Plan (being 4.08% of the issued and outstanding Argonaut Shares and 43.70% of the total number of Argonaut Shares issuable pursuant Options and other Awards under the Share Incentive Plan).

The number of Argonaut Shares which may be issued pursuant to the Share Incentive Plan refers to the number of Argonaut Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Option or other Award as the case may be. As a result, should Argonaut issue additional Argonaut Shares in the future, the number of Argonaut Shares issuable

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under the Share Incentive Plan will increase accordingly. The Share Incentive Plan of Argonaut is considered an "evergreen" plan, since the shares of Argonaut issuable pursuant to the Share Incentive Plan will increase as the number of issued and outstanding Argonaut Shares increases and any shares issued under the Share Incentive Plan will become available for further grant.

The number of Argonaut Shares which may be issued pursuant to the Share Incentive Plan (together with those Argonaut Shares which may be issued pursuant to any other Share Compensation Arrangement adopted by Argonaut) to all independent directors shall not exceed 1.00% of the total number of issued and outstanding Argonaut Shares on a non-diluted basis and the Award value of all Awards (together with the Award value of all other rights granted under any security based compensation arrangement) to independent directors in total shall not exceed C$150,000 per year per independent Director, of which the value of Options shall not exceed C$100,000 per year, per independent Director

The Share Incentive Plan provides that (i) the aggregate number of Argonaut Shares issuable at any time under such plan and any other share compensation arrangement to insiders shall not exceed 7.25% of the Argonaut Shares then outstanding; and (ii) insiders shall not be issued, pursuant to the Share Incentive Plan or any other share compensation arrangements, within any one-year period, a number of Argonaut Shares that exceeds 7.25% of the number of outstanding Argonaut Shares.

Burn Rate

The below table details the annual burn rate expressed as a percentage of the number of securities granted over the weighted average number of securities outstanding at year end, for the three prior fiscal years in respect of each security-based compensation agreement.

Table 10: Annual Burn Rate[(1)]

Year	Options granted	Restricted Share Units (RSUs) granted	Performance Share Units (PSUs) granted	Total Total Options and other Awards granted	Weighted average number of Common Shares outstanding	Burn rate (total granted/ Common Shares outstanding)
2020	805,855	1,575,459	959,268	3,340,582	233,204,334	1.43%
2019	609,572	1,609,512	967,720	3,186,804	178,585,738	1.78%
2018	151,815	1,024,424	776,668	1,952,907	177,719,713	1.10%
Three-year average annual burn rate						1.44%

Note:

(1) The 2018 PSU grant had a final evaluation of 40% in 2021 based on the criteria of total shareholder return and production growth. This means that 60% of the PSUs were forfeited by management.

Exercise Price

Option and other share-based Awards are granted subject to an exercise price that is not less than the current Market Price of the Argonaut Shares. The Market Price is defined as the volume weighted average trading price of a Common Share for the five trading days immediately preceding the valuation date. The Argonaut Board is not permitted to set an exercise price that is less than the current Market Price. Any amendment to reduce the exercise price of any Option or other share-based Award held by an insider requires shareholder approval.

Argonaut Gold Inc.

EXECUTIVE COMPENSATION

Other Awards

In addition to Options, the Share Incentive Plan permits the granting of other Awards, including:

a. Share Appreciation Rights - The NCG Committee may grant share appreciation rights to Participants in such amounts and subject to such terms and conditions as the NCG Committee determines in its discretion. The grantee of a share appreciation right shall have the right, subject to the terms of the Share Incentive Plan and the applicable Award Agreement, to receive from Argonaut an amount equal to (a) the excess of the Fair Market Value of a Common Share on the date of exercise of the share appreciation right, over (b) the exercise price of such right as set forth in the Award Agreement (which shall be no less than the Market Price on the date the Award is granted), multiplied by (c) the number of Argonaut Shares with respect to which the share appreciation right is exercised. Payment upon exercise of a share appreciation right may be in cash, Argonaut Shares (valued at Fair Market Value), or any combination thereof, all as the NCG Committee shall determine in its discretion. The expiration date of a share appreciation right will be the date fixed by the Argonaut Board with respect to such share appreciation right and no event later than 10 years from the date the Award is granted.
b. Restricted Shares - The NCG Committee may grant Awards of restricted shares to Participants in such amounts and subject to such terms and conditions as the NCG Committee determines in its discretion. At the time of the grant, the NCG Committee may determine when a restricted share will become vested and may determine that the restricted share shall be vested in instalments. Unless otherwise provided by the NCG Committee, one third of the restricted shares granted shall vest on each of the first, second and third anniversaries of the Date of Grant, provided that the Participant is an Eligible Employee, Eligible Director, Consultant or Other Participant at the time of vesting.
c. Restricted Share Units - The NCG Committee may grant Awards of restricted share units to Participants in such amounts and subject to such terms and conditions as the NCG Committee determines in its discretion. A Participant who is granted a restricted share unit will have only the rights of a general unsecured creditor of Argonaut until receipt by Argonaut from the Participant of acceptance of the Award on vesting of a restricted share unit. On or after a restricted share unit vests, each restricted share unit shall be settled by transfer to the Participant of Argonaut Shares, cash, securities or other property or a combination thereof, equal in value to the number of Argonaut Shares represented by the restricted share unit Award.
d. Performance Shares and Performance Share Units - The NCG Committee may grant Awards of performance shares to Participants, other than Eligible Directors, in the form of (a) Argonaut Shares or (b) performance share units, which shall vest in accordance with the formula and criteria set out in the Share Incentive Plan.
e. Deferred Share Units – In 2020, the Argonaut Board recommended to shareholders the inclusion of deferred share units as an additional incentive option for granting to Eligible Directors and this amendment was passed pursuant to the 2020 shareholder vote on the Share Incentive Plan. The amended and restated Share Incentive Plan provides that the NCG Committee may grant Awards of deferred share units to Eligible Directors in such amounts and subject to such terms and conditions as the NCG Committee determines in its discretion. An Eligible Director who is granted a deferred share unit will have only the rights of a general unsecured creditor of Argonaut until receipt by Argonaut from the Eligible Director of acceptance of the Award on or prior to vesting of a deferred share unit. On or after the participant’s termination date, each deferred share unit shall be settled by transfer to the Eligible Director of Argonaut Shares, cash, securities or other property or a combination thereof, equal in value to the number of Argonaut Shares represented by the deferred share unit Award.

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Attributes

Option and other share-based Awards are assignable only with approval of the Argonaut Board and terminate: (a) within the shorter of the remaining exercise period (or applicable vesting period or exercise period set out in the Option grant) and 90 days from the termination date, if termination is other than by reason of retirement, death or disability; and (b) within the shorter of the remaining vesting or exercise period and 12 months following such termination. The Options and other sharebased Awards are subject to vesting provisions with one-third vesting annually or as determined by the NCG Committee at the time of grant. The term of any Option or other share-based Award is not to exceed 10 years.

Transfer and Assignment

Except to the extent otherwise provided in the applicable Award Agreement, no Option, other Award or right granted to any person under the Share Incentive Plan shall be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of, other than by will or by the laws of descent and distribution and applicable provisions of the Share Incentive Plan. All Options, other Awards and rights granted under the Share Incentive Plan shall, during the life of the grantee, be exercisable only by the grantee or the grantee’s legal representative. Notwithstanding the provisions of the Share Incentive Plan, the NCG Committee may permit a grantee to transfer any Award (other than Options) to any person or entity that the NCG Committee so determines, in its sole discretion.

Administration

The NCG Committee is responsible for advising the Argonaut Board regarding potential grants pursuant to the Share Incentive Plan as well as the administration of the Share Incentive Plan as a whole. Previous grants of Option or other share-based Awards are not taken into account by the NCG Committee when considering new grants.

Financial Assistance

Argonaut offers no financial assistance to holders of Options or other Awards under the Share Incentive Plan.

Amendments

The NCG Committee may:

a. amend, suspend or terminate the Share Incentive Plan at any time, provided that no such amendment, suspension or termination may:
be made without obtaining any required regulatory approvals; or
adversely affect the rights of any optionee or holder of an Award who holds an Option or Award at the time of any such amendment, without the consent of the optionee or Award holder.
b. from time to time, in the absolute discretion of the NCG Committee and without shareholder approval, make the following amendments to the Share Incentive Plan or any Option or Award granted under the Share Incentive Plan:
an amendment to the purchase price of any Option or Award, unless the amendment is a reduction in the purchase price of an Option or Award held by an insider;
an amendment to the date upon which an Option or Award may expire, unless the amendment extends the expiry of an Option or Award held by an insider;

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an amendment to the vesting provisions of the share Option plan and other Awards plan and any Option agreement or Award agreement granted under the Share Incentive Plan;
an amendment to provide a cashless exercise feature to an Option or the Share Incentive Plan, provided that such amendment ensures the full deduction of the number of underlying Argonaut Shares from the total number of Argonaut Shares subject to the Share Incentive Plan;
an addition to, deletion from or alteration of the Share Incentive Plan for an Option or Award that is necessary to comply with applicable law or the requirements of any regulatory authority or the Toronto Stock Exchange;
any amendment of a "housekeeping" nature, including, without limitation, amending the wording of any provision of the Share Incentive Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the Share Incentive Plan that is inconsistent with any other provision of the Share Incentive Plan, correcting grammatical or typographical errors and amending the definitions contained within the Share Incentive Plan respecting the administration of the Share Incentive Plan;
any amendment respecting the administration of the Share Incentive Plan; and
any other amendment that does not require shareholder approval under Section (c) below.
c. Shareholder approval will be required for the following amendments to the Share Incentive Plan:
any increase in the maximum number of Argonaut Shares issuable as a fixed percentage of Argonaut's outstanding Argonaut Shares;
to remove or exceed the insider or Eligible Director participation limits;
to an amending provision within the Share Incentive Plan or other Awards plan;
any reduction in the purchase price, extension of the expiry, or cancellation and reissuance of an Option or Award;
any change which would materially modify the requirements as to eligibility for participation in the Share Incentive Plan; and
any change which would permit Options granted under the Share Incentive Plan to be transferable or assignable other than for normal estate settlement purposes.

Blackout Periods

The expiry of any Option will be the date fixed unless such date falls within a Blackout Period or within nine business days following expiry of the Blackout Period, in which case the expiry date of the Option will be the date that is the 10[th] business day after the expiry date of the Blackout Period. A "Blackout Period" means any period in which a Participant in the Share Incentive Plan cannot trade pursuant to Argonaut's policies respecting restrictions on trading, including such restrictions as may exist under the laws of Mexico, the United States or Canada.

Long-Term Incentive Plan

Argonaut's LTIP is governed by the provisions of the shareholder-approved Share Incentive Plan which is designed to attract, retain and motivate employees and officers of Argonaut. This purpose is pursued by providing an opportunity of Argonaut Share ownership through grants of Options, restricted share units, performance share units or by granting restricted shares of Argonaut which advances the interest of Argonaut to, in part, align employee and officer compensation with the interests of the shareholders and Argonaut in value creation.

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Based on extensive shareholder feedback, market research, and recommendations received from our compensation consultant at the time, the LTIP was modified in 2018 to be comprised of Performance Share Units (“ PSUs ”) and Restricted Share Units (“ RSUs ”) which are based upon a multiplier of each NEO's base salary. During 2018, 2019 and 2020, these Awards were delivered in an equal combination of RSUs and PSUs to enhance the pay-for-performance focus of our compensation program. The RSU Awards are intended to provide a highly retentive element of compensation and are time-based, generally vesting 1/3 each year over a three-year period. The PSU Awards cliff vest after three years and are subject to three-year performance metrics and the end result can range from a multiplier of 0.0 to 2.0. We are confident that this combination of longterm incentives promotes retention among our executive team and motivates performance towards our strategic corporate objectives.

The LTI Awards granted to the CEO and other NEOs are designed to align the performance of Argonaut with the value of the share compensation granted. Further, the stock ownership guidelines ensure that the CEO and other NEOs are thoroughly invested in the performance of Argonaut. In addition to the stock ownership guidelines, the CEO and other NEOs are subject to certain risk mitigators such as the anti-hedging and clawback policies of Argonaut.

Long-Term Stock Incentive Awards

The NCG Committee considers stock ownership by management through stock-based compensation arrangements beneficially aligning management’s and shareholders’ interests. Under the terms of the Share Incentive Plan an Option means a non-assignable, non-transferable right to purchase Argonaut Shares granted pursuant to, or governed by the Share Incentive Plan, whether pursuant to the Original Share Incentive Plan or pursuant to the Plan. Under the provisions of Argonaut’s shareholder-approved Share Incentive Plan, the NCG Committee has the ability to grant Options and other share-based Awards to eligible Participants of Argonaut.

The NCG Committee grants LTI Awards to NEOs, in line with competitive market norms based upon each NEO’s performance in a fiscal year. Awards are primarily designed to tie a substantial portion of each NEO’s compensation to longer-term future performance of Argonaut and to support this philosophy adopted by the NCG Committee. The grant determinations are made by the NCG Committee using, as a reference, the relevant competitive market information in order to provide an appropriate level of total direct compensation compared to compensation of other NEOs in Argonaut’s Peer Group. The NCG Committee sets the individual grant values to reflect (a) the level or responsibility of each executive officer and their potential impact on the long-term success of the business; (b) the intent to encourage distinctive levels of long-term performance and contributions; (c) talent retention considerations as appropriate; and (d) tenure of the NEO with Argonaut. Consistent with the at-risk performance-based pay philosophy, LTI Awards comprise a significant portion of Argonaut’s NEOs total compensation.

Determination of Grants of Long-Term Equity Awards

During the fiscal year 2020, the NCG Committee awarded annual grants of Awards to Argonaut’s NEOs. In determining to grant these Awards, the NCG Committee considered and recognized competitive pay for performance practices, retention of the NEOs and potential challenges that Argonaut anticipates over the next several years.

2020 Employment Agreements

Argonaut has an employment agreement (the " Dougherty Employment Agreement ") with Peter C. Dougherty, the President and CEO of Argonaut. The Dougherty Employment Agreement provides for both fixed compensation which is comprised of base salary, and performance-based variable incentive compensation, comprised of an annual bonus, and long-term incentives in the

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form of Awards under the Share Incentive Plan. The Dougherty Employment Agreement states that Mr. Dougherty receives a base salary of US$410,000 per year, with the base salary to be reviewed annually by the Argonaut Board. Mr. Dougherty is also eligible to receive an annual bonus with a target of 85% of his base salary. The annual bonus may be awarded at the discretion of the Argonaut Board, applying such personal and corporate performance measures as they consider appropriate. Under the Dougherty Employment Agreement, Mr. Dougherty receives all benefits generally provided to senior officers of Argonaut and is eligible to be granted Awards under the Share Incentive Plan.

Argonaut also has employment agreements (the " Employment Agreements ") with David A. Ponczoch, CFO (the " Ponczoch Employment Agreement "), William R. Rose, VP of Technical Services (the " Rose Employment Agreement "), Daniel A. Symons, VP of Corporate Development & Investor Relations (the " Symons Employment Agreement "), and Brian W. Arkell, VP of Exploration (the “ Arkell Employment Agreement ”). The Ponczoch, Rose, Symons and Arkell Employment Agreements are or have been on the same terms as the Dougherty Employment Agreement, with the following exceptions:

The Ponczoch Employment Agreement: Mr. Ponczoch receives a base salary of US$275,000 and is eligible to receive an annual bonus with a target of 60% of his base salary.
The Rose Employment Agreement: Mr. Rose receives a base salary of US$230,000 and is eligible to receive an annual bonus with a target of 50% of his base salary.
The Symons Employment Agreement: Mr. Symons receives a base salary of C$255,000 and is eligible to receive an annual bonus with a target of 50% of his base salary.
The Arkell Employment Agreement: Mr. Arkell receives a base salary of US$200,000 and is eligible to receive an annual bonus with a target of 50% of his base salary.

Please refer to the section entitled "Termination and Change of Control Benefits" for information regarding payments and benefits payable to a NEO in circumstances of termination or a change of control.

Performance Graph

The following graph compares the total cumulative shareholder return for C$100 invested in the Common Shares of Argonaut with the cumulative shareholder return of the S&P/TSX Composite and S&P/TSX Metals and Mining Indexes for the period commencing on January 1, 2016 and ending December 31, 2020. The Argonaut Board along with the NCG Committee approve the design and competitiveness of the executive's compensation packages.

Table 11: Total Cumulative Shareholder Returns

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The trend in the performance of Argonaut’s shareholder return over the most recent five-year period shows a decline in the third year followed by a gradual realignment relative to industry performance with continued increased alignment in 2020.

Executive Compensation Summary

Securities legislation requires the disclosure of compensation received by each "Named Executive Officer" or "NEO" of Argonaut for the three most recently completed financial years. "Named Executive Officer" is defined by the legislation to mean (a) each of the Chief Executive Officer and the Chief Financial Officer of Argonaut, (b) each of Argonaut's three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year and whose total compensation exceeds C$150,000, and (c) any additional individual who would be an NEO under (b) but for the fact that the individual was not serving as an executive officer of Argonaut nor acting in a similar capacity at the end of the most recently completed financial year of Argonaut.

The following table sets forth a summary of all compensation for services earned during the three most recently completed financial years by the NEOs.

Table 12: Executive Compensation Summary

Name and Principal Position	Year	(US$) Salary	(US$) Share- based awards(1)	Non-equity incentive plan compensation	(US$) All other comp- ensation(3)	(US$) Total comp- ensation
				Annual incentive plans(2) (US$)
Peter Dougherty,(4) Chief Executive Officer	2020	410,000	820,000	500,462	24,029	1,754,491
	2019	395,000	790,000	170,578	24,028	1,379,606
	2018	395,000	553,000	283,407	21,760	1,253,167
David Ponczoch, Chief Financial Officer	2020	275,000	412,500	273,123	23,381	984,004
	2019	265,000	397,500	105,783	23,379	791,662
	2018	265,000	278,250	143,218	21,111	707,579
Bob Rose, VP of Technical Services	2020	230,000	345,000	162,003	27,764	764,766
	2019	222,500	333,750	76,518	27,762	660,530
	2018	222,500	233,625	93,083	25,494	574,702
Daniel Symons,(5) VP Corp. Development & Investor Relations	2020	196,350	294,525	165,339	11,319	667,532
	2019	169,583	254,374	73,102	11,320	508,378
	2018	173,723	182,409	61,637	10,508	428,276
Brian Arkell, VP Exploration	2020	200,000	200,000	159,955	28,544	588,499
	2019	180,000	180,000	64,548	28,387	452,935
	2018	180,000	94,500	80,131	19,215	373,846

Notes:

(1) The share-based Awards are calculated using the market price (“ Market Price ”), which is determined by the volume weighted average trading price of a Common Share for the five trading days immediately preceding the valuation date. Argonaut chose this method of share-based Award valuation because the weighted average reduces the risk of a grant being valued based on a single day, which may not be representative as the shares may have traded higher or lower than the average. The five-day volume weighted average calculation determines a more accurate fair value for the share-based Awards granted. The share-based Awards are based on the Market Price of the Award (US$1.85 for 2020, US$1.99 for 2019, and US$1.99 for 2018) on the grant date for the covered financial year. The share-based Awards granted to the NEOs in 2018, 2019 and 2020 consist of 50% RSUs which vest one-third per year over a three-year period and 50% PSUs which have a three-

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year cliff vest and are subject to performance criteria. The amounts in the 2018 Share-based awards column related to the PSU grant were reduced by 60% due to performance criteria. The 2018 PSUs vested on February 5, 2021.

(2) The amounts reported are all cash bonuses awarded under the terms of Argonaut's Bonus Plan for the reported year but paid to each NEO in February of the following year.
(3) The amounts reported are insurance premiums paid by Argonaut for personal life insurance where the estate of the NEO is the beneficiary, as well as the employer match dollars contributed to each NEO's 401k plan. Mr. Symons has a RRSP to which Argonaut contributed half of the limit of C$27,230 in 2020, 26,500 in 2019, and C$26,230 in 2018. These amounts have been exchanged from C$ to US$, using an exchange rate based on the Bank of Canada's average rate for 2020 of US$0.7461 equal to C$1.00, 2019 of US$0.7537 equal C$1.00, and 2018 of US$0.7721 equal C$1.00.
(4 ) Mr. Dougherty does not receive any compensation for his services as a director of Argonaut.
(5) Mr. Symons compensation amounts have been exchanged from C$ to US$, using an exchange rate based on the Bank of Canada's average rate for 2020 of US$0.7461 equal to C$1.00, 2019 of US$0.7537 equal C$1.00, and 2018 of US$0.7721 equal C$1.00. All option-based Awards granted to the NEOs vest one-third per year over a three-year period.

Incentive Plan Awards

The following table sets forth information in respect of all Awards outstanding at the end of the financial year ended December 31, 2020 for each NEO.

Table 13: Incentive Plan Awards –

Outstanding Share-Based Awards and Option-Based Awards

	Option-based Awards(1)	Option-based Awards(1)	Option-based Awards(1)	Option-based Awards(1)	Share-based Awards(2)	Share-based Awards(2)	Share-based Awards(2)
Name and Principal Position	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the- money options	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested	Market or payout value of vested share- based awards not paid out or distributed
	(#)	(US$)		(US$)	(#)	(US$)	(US$)
Peter C. Dougherty, President & Chief Executive Officer	77,519 3.52 2/10/2021 - 48,255 6.64 2/8/2022 - 81,345 7.15 2/4/2023 - 111,744 3.92 2/3/2024 - 232,947 2.01 2/3/2025 - 588,608 0.86 2/5/2026 759,304 226,451 1.94 1/31/2027 - 1,541,440 3,314,096						-
David A. Ponczoch, Chief Financial Officer	62,318 3.16 5/9/2024 - 104,826 2.01 2/3/2025 - 264,874 0.86 2/5/2026 341,687 113,225 1.94 1/31/2027 - 775,509 1,667,344						-
Bob Rose, VP of Technical Services	33,654 5.73 4/15/2023 - 35,228 3.92 2/3/2024 - 100,167 2.01 2/3/2025 - 253,101 0.86 2/5/2026 326,500 97,374 1.94 1/31/2027 - 649,894 1,397,272						-
Dan Symons, VP Corporate Development & Investor Relations	33,738 2.13 5/6/2026 - 46,347 1.94 1/31/2027 - 550,193 1,182,915						-
Brian Arkell, VP of Exploration	- - n/a - - - n/a - 348,363 748,980						-

Notes:

(1) All Option grants to executives are in Canadian dollars. The table reflects the aggregate dollar value in US dollars of all vested and unvested option-based Awards and is calculated based on the difference between the market value of the underlying security at year-end (US$1.50) and the US dollar exercise price of the Option using the Bank of Canada noon exchange rate ($0.7854) on December 31, 2020.
(2) All share-based Awards to executives are granted in Canadian dollars. The table reflects the aggregate dollar value in US Dollars of the unvested restricted share and restricted share unit Awards based on the market value of Argonaut's stock (US$1.50) using the Bank of Canada noon exchange rate ($0.7854) on December 31, 2020.

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The following table sets forth information in respect of all share-based Awards and option-based Awards vested during the financial year ended December 31, 2020 in favour of the NEOs of Argonaut.

Table 14: Incentive Plan Awards – Value Vested or Earned During the Year

Name and Principal Position	Option-based Awards Value vested during the year	Share-based Awards(1) Value vested during the year	Non-equity incentive plan compensation(2) Value earned during the year
	(US$)	(US$)	(US$)
Peter C. Dougherty, President & Chief Executive Officer	-	300,384	500,462
David A. Ponczoch, Chief Financial Officer	-	150,893	273,123
William R. Rose, VP Technical Services	-	127,496	162,003
Daniel A. Symons,(3) VP Corporate Development & Investor Relations	-	94,592	165,339
Brian Arkell, VP Exploration	-	45,799	159,955
Notes:

(1) This is the aggregate dollar value realized upon vesting of share-based Awards as of vesting date. Messrs. Arkell, Dougherty, Ponczoch, Rose, and Symons had a share grant with a vesting date of January 31, 2020 and a market price on vesting date of US$2.35. The exercise and market prices on the vesting dates referenced were translated to US$ at the C$-US$ exchange rate in effect on the applicable vesting date.
(2) The amounts reported are cash bonuses awarded under the terms of Argonaut's Bonus Plan for the year 2020 but paid to each NEO in February and March 2021.
(3) Mr. Symons non-equity incentive plan compensation has been converted from C$ to US$, using an exchange rate based on the Bank of Canada's average rate for 2020 of US$0.7461 equal C$1.00.

The following table sets forth information in respect of all securities authorized for issuance under the current equity compensation plan at the end of the financial year ended December 31, 2020.

Table 15: Securities Authorized for Issuance under Equity Compensation Plans

Plan Category	Number of securities to be issued upon exercise or vesting(1)	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2)
	(#) (a)	($C) (b)	(#) (c)
Options	4,559,245	$2.34	12,264,013
Awards	4,547,024	Nil
Total	9,106,269	$2.34	12,264,013

Notes:

(1) Includes 4,559,245 Argonaut Shares reserved for issuance pursuant to Options and a total of 4,547,024 Argonaut Shares reserved for issuance pursuant to Restricted Share Units and Performance Share Units granted under Argonaut’s Share Incentive Plan for the year ended December 31, 2020.
(2) The maximum number of Argonaut Shares made available as Option Shares and Awards pursuant to the Share Incentive Plan for the year ended December 31, 2020, shall not cumulatively exceed 7.25% of the outstanding Argonaut Shares, and of which Argonaut Shares available as Awards shall not exceed 5.00% of the outstanding Argonaut Shares. As a result, if Argonaut were to issue additional Argonaut Shares, the number of Shares issuable under the Share Incentive Plan would increase accordingly. The Share Incentive Plan of Argonaut is considered an “evergreen” plan, since the shares issued pursuant to Argonaut’s Share Incentive Plan would increase as the number of issued and outstanding Common Shares of Argonaut increases and any Argonaut Shares issued under

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Argonaut’s Share Incentive Plan will become available for further grant. The securities remaining available for future issuance under Argonaut's equity compensation plan is calculated based on the number of Argonaut Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Option, Award or issue of Argonaut Shares, as the case may be. As of December 31, 2020, there were 294,762,507 Argonaut Shares issued and outstanding, of which under Argonaut's equity compensation plan 7.25%, in the amount of 21,370,282 securities, were the maximum number of Argonaut Shares issuable. As of December 31, 2020, 4,559,245 securities were to be issued upon exercise of outstanding Options, 2,249,323, securities were to be issued upon vesting of restricted share units and 2,297,701 securities were to be issued upon vesting of performance share Awards. As of December 31, 2020, 12,264,013 securities remained available for future issuance under Argonaut's equity compensation plan.

Termination and Change of Control Benefits

The Employment Agreements include a “double trigger” change of control provision whereby an NEO is entitled to certain payments and benefits if the NEO's employment with Argonaut is terminated by Argonaut without cause or by the NEO for “Good Reason” within two years following a “Change of Control.”

For the purposes of the Employment Agreements, “Change of Control” means the occurrence of any one or more of the following events: (a) a sale, transfer or other disposition of all or substantially all of the property or assets, direct or indirect, of Argonaut other than to an affiliate; (b) a merger or consolidation of Argonaut, other than with an affiliate, where the shareholders of Argonaut do not continue to own at least 50.1% of the new entity; (c) any change in the holding, direct or indirect, of shares in the capital of Argonaut as a result of which a person, or a group of persons or persons acting jointly or in concert, or persons associated or affiliated with any such person or group are in a position to exercise effective control over Argonaut, provided that for this purpose, a person or group of persons holding shares and/or other securities in excess of the number which, directly or following conversion thereof, would entitle the holders thereof to cast more than 30% of the votes attaching to all shares in the capital of Argonaut which may be cast to elect directors of Argonaut, shall be deemed to be in a position to exercise effective control of Argonaut, and further provided that at the time of such acquisition, no other person or group of persons shall hold securities entitled to more than 30% of such votes; or (d) less than 50% of the board of directors of Argonaut being comprised of incumbent directors.

For the purposes of the Employment Agreements, “Good Reason” means the continued occurrence of any of the following events after notification by the NEO to Argonaut, either before or within 30 days following notification by Argonaut of the occurrence of any such event, that the event is not acceptable to the NEO and the failure of Argonaut, within 14 days after such notice, to rescind or rectify, to the reasonable satisfaction of the NEO, the event that was not acceptable to the NEO: (a) a material reduction by Argonaut of the NEO's base salary; (b) failure by Argonaut to continue in effect any benefit plan in which the NEO participates, unless such benefit plan is replaced by a successor benefit plan providing to the NEO substantially similar compensation and benefits; or terminates as a result of the normal expiration of such benefit plan in accordance with its terms; or the taking of any other action, or the failure to act, by Argonaut which would materially adversely affect the NEO’s continued participation in any of such benefit plans without the consent of the NEO, including by materially reducing the NEO’s benefits in the future under any of such benefit plans; (c) effecting a material diminution in the position or duties and responsibilities of the NEO; (d) Argonaut requiring the US based NEOs to be anywhere more than 45 miles from Reno, Nevada, United States; and Mr. Dan Symons be based anywhere more than 50 kilometers from Toronto, Ontario, Canada (e) incumbent directors at the initiation of a process resulting in a “Change of Control” no longer constituting at least a majority of the board of directors of Argonaut at or prior to the conclusion of 12 months from any effective date of such “Change of Control”; or (f) Argonaut, as presently constituted, no longer exists as an independent business entity. Since 2012, no new employment agreements have included severance provisions in excess of 24 months. In alignment with industry standards, any future agreements will be scaled

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based on position level, with severance provisions not to exceed 24 months with the exception of the CEO who is at 30 months.

Mr. Peter C. Dougherty, President and Chief Executive Officer, is a party to the Dougherty Employment Agreement. Under the Dougherty Employment Agreement, if Mr. Dougherty's employment is terminated other than for cause, he is entitled to 30 months of salary and average bonus paid over the two previous calendar years, payable in one lump sum, a continuation of benefits for 24 months, the current year's bonus plan amount prorated in proportion to the number of months in the year before the termination date, the rights and benefits to which he is entitled pursuant to the Share Incentive Plan as amended in accordance with its terms, and a payment for executive outplacement services equal to 15% of Mr. Dougherty's annual base salary. If his employment is terminated involuntarily within two years following a Change of Control, he is entitled to 30 months of salary and average bonus paid over the two previous calendar years, payable in one lump sum or over the period of 30 months, reimbursement for payment of reasonable fees of a financial advisor or consultant for a period of six months following the termination date, a continuation of benefits for 24 months, the current year's bonus plan amount prorated in proportion to the number of months in the year before the termination date, the rights and benefits to which he is entitled pursuant to the Share Incentive Plan as amended in accordance with its terms, and a payment for executive outplacement services equal to 15% of Mr. Dougherty's annual base salary.
Mr. David A. Ponczoch, Chief Financial Officer is a party to the Ponczoch Employment Agreement. If Mr. Ponczoch’s employment is or has been terminated, other than for cause, he is entitled to 24 months of salary and average bonus paid over the two previous calendar years, payable in one lump sum, a continuation of benefits for up to 24 months, the current year's bonus plan amount prorated in proportion to the number of months in the year before the termination date, the rights and benefits to which he is entitled pursuant to the Share Incentive Plan in accordance with its terms, and a payment for executive outplacement services equal to 15% of his annual base salary. If his employment is terminated involuntarily within two years following a Change of Control, he is entitled to 24 months of salary and average bonus paid over the two previous calendar years, payable in one lump sum or over the period of 24 months, reimbursement for payment of reasonable fees of a financial advisor or consultant for a period of six months following the termination date, a continuation of benefits for 24 months, the current year's bonus plan amount prorated in proportion to the number of months in the year before the termination date, the rights and benefits to which he is entitled pursuant to the Share Incentive Plan as amended in accordance with its terms, and a payment for executive outplacement services equal to 15% of his annual base salary.
Mr. William R. Rose, VP of Technical Services, is a party to the Rose Employment Agreement. If Mr. Rose’s employment is or has been terminated, other than for cause, he is entitled to 24 months of salary and average bonus paid over the two previous calendar years, payable in one lump sum, a continuation of benefits for up to 24 months, the current year's bonus plan amount prorated in proportion to the number of months in the year before the termination date, the rights and benefits to which he is entitled pursuant to the Share Incentive Plan in accordance with its terms, and a payment for executive outplacement services equal to 15% of his annual base salary. If his employment is terminated involuntarily within two years following a Change of Control, he is entitled to 24 months of salary and average bonus paid over the two previous calendar years, payable in one lump sum or over the period of 24 months, reimbursement for payment of reasonable fees of a financial advisor or consultant for a period of six months following the termination date, a continuation of benefits for 24 months, the current year's bonus plan amount prorated in proportion to the number of months in the year before the termination

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date, the rights and benefits to which he is entitled pursuant to the Share Incentive Plan as amended in accordance with its terms, and a payment for executive outplacement services equal to 15% of his annual base salary.

Mr. Daniel A. Symons, Vice President of Corporate Development & Investor Relations is a party to the Symons Employment Agreement. If the aforementioned NEO's employment is or has been terminated, other than for cause, he is entitled to 12 months of salary and bonus paid over the previous calendar year, payable in one lump sum, a continuation of benefits for up to 12 months, the current year's bonus plan amount prorated in proportion to the number of months in the year before the termination date, the rights and benefits to which he is entitled pursuant to the Share Incentive Plan in accordance with its terms, and a payment for executive outplacement services equal to 15% of his annual base salary. If his employment is terminated involuntarily within two years following a Change of Control, he is entitled to 24 months of salary and average bonus paid over the two previous calendar years, payable in one lump sum or over the period of 24 months, reimbursement for payment of reasonable fees of a financial advisor or consultant for a period of six months following the termination date, a continuation of benefits for 24 months, the current year's bonus plan amount prorated in proportion to the number of months in the year before the termination date, the rights and benefits to which he is entitled pursuant to the Share Incentive Plan as amended in accordance with its terms, and a payment for executive outplacement services equal to 15% of his annual base salary.
Mr. Brian W. Arkell, Vice President of Exploration is a party to the Arkell Employment Agreement. If the aforementioned NEO's employment is or has been terminated, other than for cause, he is entitled to 12 months of salary and bonus paid over the previous calendar year, payable in one lump sum, a continuation of benefits for up to 12 months, the current year's bonus plan amount prorated in proportion to the number of months in the year before the termination date, the rights and benefits to which he is entitled pursuant to the Share Incentive Plan in accordance with its terms, and a payment for executive outplacement services equal to 15% of his annual base salary. If his employment is terminated involuntarily within two years following a Change of Control, he is entitled to 24 months of salary and average bonus paid over the two previous calendar years, payable in one lump sum or over the period of 24 months, reimbursement for payment of reasonable fees of a financial advisor or consultant for a period of six months following the termination date, a continuation of benefits for 24 months, the current year's bonus plan amount prorated in proportion to the number of months in the year before the termination date, the rights and benefits to which he is entitled pursuant to the Share Incentive Plan as amended in accordance with its terms, and a payment for executive outplacement services equal to 15% of his annual base salary.

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If a severance payment triggering event had occurred on December 31, 2020, the severance payments that would be payable to each of the NEOs would be approximately as follows:

Table 16: Termination and Change of Control Benefits

Name and Principal Position	Termination other than for cause unrelated to a Change of Control (US$)	Termination other than for cause within two years of a Change of Control (US$)
Peter C. Dougherty, President & Chief Executive Officer	1,999,096	2,119,399
David A. Ponczoch, Chief Financial Officer	1,015,758	1,050,624
William R. Rose, VP Technical Services	821,632	882,138
Daniel A. Symons,(1)VP Corp. Development & Investor Relations	368,651	629,596
Brian W. Arkell, VP Exploration	406,532	697,865
Total	4,611,669	5,379,622

(1) Dan Symons compensation has been converted from C$ to US$, using an exchange rate based on the Bank of Canada's average rate for 2020 of US$0.7461 equal C$1.00.

The NEO Employment Agreements provide that during the 12-month period immediately following termination the executive shall not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any person:

carry on, be engaged in, be employed or retained by, own a financial or beneficial interest in, lend his or her name to, guarantee the debts of, or be otherwise commercially involved with any competitive entity operating within a restricted area (other than as a holder of not more than 2% of the outstanding shares of a publicly-traded entity) without consent of Argonaut; and
solicit, induce or otherwise encourage or entice any employee, agent or consultant of Argonaut who is employed or retained on the date that the Employment Agreement terminates, to terminate, discontinue or reduce their relationship with Argonaut.

Argonaut Gold Inc.

DIRECTOR COMPENSATION

Director Compensation

Director Compensation ........................................................................................................................... 46 Director Option-Based and Share-Based Awards ................................................................................ 47 Indebtedness of Officers and Directors ................................................................................................. 48 Directors' and Officers' Liability Insurance ............................................................................................. 48

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Director Compensation

The amounts in the table below are all reported in US dollars for Argonaut's most recently completed financial year.

Table 17: Director Compensation Table

Name	Fees earned(1)	Share- based awards(2)	Option- based awards(3)	Non-equity incentive plan compensation	Pension value	All other compensation	Total
	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
James E. Kofman	108,000	53,333	53,333	53,333	-	-	267,998
Christopher R. Lattanzi(4)	60,000	26,666	26,666	26,666	-	-	139,999
Peter Mordaunt	63,000	26,666	26,666	26,666	-	-	142,999
Dale C. Peniuk	68,000	26,666	26,666	26,666	-	-	147,999
Audra B. Walsh	60,000	26,666	26,666	26,666	-	-	139,999
Ian Atkinson	62,500	26,666	26,666	26,666	-	-	142,499
Stephen Lang(5)	30,000	-	-	-	-	-	30,000
Paula Rogers(5)	29,000	-	-	-	-	-	29,000

Notes:

(1) The fees earned are comprised of an annual retainer fee for the covered financial year.
(2) The value of the share-based Awards is based on the Market Price of the Award on the grant date for the covered financial year, being: (US$1.44) on March 2, 2020 grant date. All share-based Awards to the directors vest immediately. The Market Price of share-based Awards is determined by the volume weighted average trading price of a Common Share for the five trading days immediately preceding the valuation date. Argonaut chose this method of share-based Award valuation because the weighted average reduces the risk of a grant being valued based on a single day, which may not have been representative as the share may have traded higher or lower than the average. The five-day volume weighted average calculation determines a more accurate fair value for the share-based Awards granted. The Market Price on the grant date referenced was translated to US$ at the C$-US$ exchange rate in effect on the grant date.
(3) The option-based Awards are based on the Market Price of the Option on the grant date for the covered financial year based on the Black-Scholes option-pricing model. Argonaut chose the Black-Scholes model because it is a widely recognized and utilized model for option pricing. All option-based Awards vest onethird per year over a three-year period. The key assumptions used for the valuation model for the grants during 2020 were the following:

Date of Grant	Pre-vest Forfeiture Rate	Grant Life	Expected Life	Annual Volatility	Risk-Free Rate	Expected Dividend Yield
March 2, 2020	8%	10years	5years	62.1%	1.07%	0%

(4) Mr. Lattanzi retired from the Board effective December 31, 2020.
(5) The options for Mr. Lang and Ms. Rogers were awarded to them by Alio Gold and were converted to Argonaut Gold options on July 1, 2020 at the time of the merger.

The NCG Committee annually reviews the compensation of the directors to ensure that it is competitive with comparable boards of directors and peers and recommends changes to such compensation, as appropriate, to the Argonaut Board for approval. During 2020, Argonaut engaged the services of Meridian to complete compensation reviews to compare Argonaut’s board of directors’ compensation against similar companies within the mining industry. The annual retainer fee in 2020 for the Chairman of the Argonaut Board was US$100,000 and all independent Argonaut Board members US$50,000 annually. Additionally, the Chairman of the Audit Committee receives an annual retainer of US$15,000 and the Chairman of the NCG Committee, and the Chairman of the SHEST Committee each receive an annual retainer of US$10,000. Members of the Audit Committee and members of the SHEST Committee each receive an annual retainer of US$5,000 and members of the NCG Committee each receive an annual retainer of US$3,000.

In addition to the retainers above, the independent directors of Argonaut have been Awarded Options and shares Awards on an annual basis. In 2020 the Chairman of the Argonaut Board was granted cash and Option and share Awards in an amount equal to US$160,000, while all other independent directors were granted cash and Option and share Awards in an amount equal to

Argonaut Gold Inc.

DIRECTOR COMPENSATION

US$80,000. One-third of this value was granted in Options one third of the value was granted in restricted share units that vest immediately, and one third of the value was granted in cash to cover the required tax withholdings. For greater certainty, the amounts referred to under the “Nonequity Incentive Plan Compensation” column in Table 15 denotes cash to cover the required tax withholdings on the Option and share Awards for 2020.

Director Option-Based and Share-Based Awards

The following table sets forth information in respect of all Awards outstanding at the end of the financial year ended December 31, 2020.

Table 18: Incentive Plan Awards –

Outstanding Share-Based Awards and Option-Based Awards

	Option-based Awards	Option-based Awards	Option-based Awards	Option-based Awards	Share-based Awards	Share-based Awards	Share-based Awards
Director Name	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in the-money options(1)	- Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested	Market or payout value of vested share-based awards not paid out or distributed
		(US$)		(US$)		(US$)	(US$)
James E. Kofman	5,814 3,341 3,796 11,588 7,822 16,306 88,291 33,968 43,375 70,647 93,567	3.52 6.64 7.15 6.64 3.92 2.01 0.86 1.94 1.96 1.31 1.13	10-Feb-2021 8-Feb-2022 4-Feb-2023 29-Mar-2023 3-Feb-2024 3-Feb-2025 5-Feb-2026 31-Jan-2027 5-Feb-2028 31-Jan-2029 2-Mar-2030	- $ - $ - $ - $ - $ 2,305 $ 113,724 $ 7,203 $ 8,517 $ 59,370 $ 95,534 $	Nil	Nil	Nil
Peter Mordaunt	5,814 3,341 3,796 11,588 7,822 41,203 15,852 21,688 35,323 46,784	3.52 6.64 7.15 6.64 3.92 0.86 1.94 1.96 1.31 1.13	10-Feb-2021 8-Feb-2022 4-Feb-2023 29-Mar-2023 3-Feb-2024 5-Feb-2026 31-Jan-2027 5-Feb-2028 31-Jan-2029 2-Mar-2030	- $ - $ - $ - $ - $ 53,072 $ 3,362 $ 4,258 $ 29,685 $ 47,767 $	Nil	Nil	Nil
Dale C. Peniuk	5,814 3,341 3,796 11,588 7,822 16,306 41,203 15,852 21,688 35,323 46,784	3.52 6.64 7.15 6.64 3.92 2.01 0.86 1.94 1.96 1.31 1.13	10-Feb-2021 8-Feb-2022 4-Feb-2023 29-Mar-2023 3-Feb-2024 3-Feb-2025 5-Feb-2026 31-Jan-2027 5-Feb-2028 31-Jan-2029 2-Mar-2030	- $ - $ - $ - $ - $ 2,305 $ 53,072 $ 3,362 $ 4,258 $ 29,685 $ 47,767 $	Nil	Nil	Nil
Audra B. Walsh	11,236 15,852 21,688	2.13 1.94 1.96	6-May-2026 31-Jan-2027 5-Feb-2028	265 $ 3,362 $ 4,258 $	Nil	Nil	Nil
	35,323 46,784	1.31 1.13	31-Jan-2029 2-Mar-2030	29,685 $ 47,767 $
Ian Atkinson	10,112 15,852 21,688 35,323 46,784	2.13 1.94 1.96 1.31 1.13	6-May-2026 31-Jan-2027 5-Feb-2028 31-Jan-2029 2-Mar-2030	238 $ 3,362 $ 4,258 $ 29,685 $ 47,767 $	Nil	Nil	Nil
Stephen Lang(2)	10,050 13,400	3.40 3.87	1-Jul-2021 1-Jul-2021	$0.00 $0.00	Nil	Nil	Nil
Paula Rogers(2)	10,050 13,400	3.40 3.87	1-Jul-2021 1-Jul-2021	$0.00 $0.00	Nil	Nil	Nil

Notes:

(1) This is the aggregate dollar value of all vested and unvested option-based Awards and is calculated based on the difference between the market value of the underlying security at year-end (US$2.15) and the US dollar

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exercise price of the Option using the Bank of Canada noon exchange rate (0.7854).

(2) The options for Mr. Lang and Ms. Rogers were granted to them by Alio Gold Inc. and vested immediately upon the completion of the merger with Alio Gold.

The following table sets forth information in respect of all share-based Awards and option-based Awards outstanding as at the end of the financial year ended December 31, 2019 in favour of the directors of Argonaut. All dollar amounts reported are in US Dollars.

Table 19: Incentive Plan Awards – Value Vested or Earned During the Year

Director Name	Option-based awards Value vested during the year(1)	- Share-based awards - Value vested during the year(2)	Non-equity incentive plan compensation - Value earned during the year(3)
	(US$)	(US$)	(US$)
James E. Kofman	1,958	53,333	53,333
Christopher R. Lattanzi	979	26,667	26,667
Peter Mordaunt	979	26,667	26,667
Dale C. Peniuk	979	26,667	26,667
Audra B. Walsh	979	26,667	26,667
Ian Atkinson	979	26,667	26,667

Notes:

(1) This is the aggregate dollar value that would have been realized if the Options vested during the year had been exercised on the vesting date. Messrs. Kofman, Mordaunt, Peniuk, Atkinson and Ms. Walsh each had a grant which was not in the money as of the vesting date on January 31, 2020 and the calculation is based on an exercise price of US$1.87 and a market price on vesting date of US$1.35. Messrs. Kofman, Mordaunt, Peniuk, Atkinson and Ms. Walsh each had a grant which was not in the money as of the vesting date on February 5, 2020 and the calculation is based on an exercise price of US$1.87 and a market price on vesting date of US$1.20. Messrs. Kofman, Mordaunt, Peniuk, Atkinson and Ms. Walsh each had a grant which was in the money as of the vesting date on January 31, 2020 and the calculation is based on an exercise price of US$1.26 and a market price on vesting date of US$1.35.
(2) This is the aggregate dollar value realized upon vesting of share-based Awards as of the vesting date. For Messrs. Kofman, Peniuk, Mordaunt, Atkinson and Mme. Walsh, the vesting date was January 31, 2020 at a price of US$0.94.
(3) The amounts reported are cash payments made to the directors under the terms of their compensation arrangements with Argonaut upon the vesting of share-based Awards received to offset the income taxes due on the vesting of the Share-based Awards granted.

Indebtedness of Officers and Directors

There is no indebtedness of any officer or director, or any associate of any such director or officer, to Argonaut or any of its subsidiaries.

Directors' and Officers' Liability Insurance

Argonaut maintains directors' and officers' liability insurance for the benefit of the directors and officers of Argonaut and certain subsidiaries. The current total annual policy limit is C$30,000,000. Protection is provided to directors and officers for wrongful acts or omissions done or committed during the course of their duties as such. Under the insurance coverage, Argonaut is reimbursed for payments, which it is required or permitted to make to its directors and officers to indemnify them, subject to a deductible of C$100,000. Individual directors and officers are reimbursed for losses incurred in their capacities as such, which are not subject to a deductible. The expense recognized in 2020 for premiums was C$116,384. All premiums have been paid by Argonaut.

Argonaut Gold Inc.

AUDIT COMMITTEE INFORMATION

Audit Committee Information

Charter ....................................................................................................................................................... 50 Audit Committee ...................................................................................................................................... 50 Relevant Education and Experience ..................................................................................................... 50 Audit Committee Oversight .................................................................................................................... 51 Reliance on Certain Exemptions ............................................................................................................. 51 Pre-Approval Policies and Procedures................................................................................................... 51 External Auditor Service Fees .................................................................................................................. 52

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Charter

The text of the charter of the Audit Committee (the " Audit Committee Charter ") is attached as Appendix “A” to Argonaut’s Annual Information Form for the financial year ended December 31, 2020 dated March 29, 2021, which is available on the SEDAR website www.sedar.com.

Audit Committee

The Audit Committee currently consists of Mr. Peniuk (Chairman), Mr. Atkinson, Mr. Lang, Ms. Rogers and Ms. Walsh. For the purposes of National Instrument 52-110 – Audit Committees , published by the Canadian Securities Administrators (" NI 52-110 "), all of the members of the Audit Committee are considered to be financially literate and all are considered to be independent.

Relevant Education and Experience

Mr. Peniuk is a CPA, CA (Chartered Accountant) that has provided financial consulting services to mining companies for many years. He has served as a corporate director since 2006 and has been the audit committee chairman of a number of mining companies. In addition to Argonaut, he currently serves on the board of directors and as the chairman of the audit committees of Lundin Mining Corporation, Capstone Mining Corp. and Kuya Silver Corporation (formerly Miramont Resources Corp.). In accordance with Argonaut’s Audit Committee Charter, the Argonaut Board considered and determined that Mr. Peniuk’s service on the audit committee of more than two other public companies would not impair his ability to effectively serve on the

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Dale Peniuk Ian Atkinson
Stephen Lang Paula Rogers
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Audra Walsh

Audit Committee of Argonaut. Mr. Peniuk holds a Bachelor of Commerce from the University of British Columbia, Canada and a Chartered Professional Accountant (CPA, CA) designation from the Chartered Professional Accountants of British Columbia (formerly the Institute of Chartered Accountants of British Columbia). Mr. Peniuk worked for over 20 years at KPMG LLP, Chartered Accountants and predecessor firms, including being an assurance partner from 1996 to 2006 and was the leader of KPMG's British Columbia mining practice.

Ms. Walsh is a Professional Engineer with more than 25 years of experience in the mining industry. Currently CEO of MATSA, she has served as President and Chief Executive Officer and member of the board of directors of companies listed on the Toronto Stock Exchange overseeing strategic, technical, operational and financial aspects of these publicly traded entities. Ms. Walsh holds a Bachelor of Science in Mine Engineering from the South Dakota School of Mines and Technology in Rapid City, South Dakota and is a Professional Engineer in the State of New York.

Mr. Atkinson is a Professional Geologist with over 40 years of experience in the mining industry. Mr. Atkinson, formerly President and CEO of Centerra Gold Inc., has served as corporate director of a number of mining companies and currently serves on the board of directors of Kinross Gold Corporation, Globex Mining Enterprises Inc. and Wolfden Resources Corporation. He has extensive experience in project development, mergers and acquisitions. He holds a Master's Degree in Geophysics from the Royal School of Mines of the University of London and a Bachelor of Science in Geology from King's College at the University of London, United Kingdom.

Argonaut Gold Inc.

AUDIT COMMITTEE INFORMATION

Mr. Lang is the Chairman of HudBay Minerals and the former Chairman and, prior to that, President and CEO of Centerra Gold Inc. He has over 40 years’ experience in the mineral sector including engineering, development and production in gold, coal, platinum group metals and copper operations. Stephen has held senior executive positions at a number of global mining companies including Barrick Gold, Stillwater Mining, Kinross Gold, Rio Algom and Santa Fe Pacific Gold, and is currently a Director of HudBay Minerals, International Tower Hill Mines Ltd. and Bear Creek Mining Corporation. Mr. Lang earned a Bachelor of Science degree in Mining Engineering from the University of Missouri-Rolla and a Masters degree in Mining Engineering from the University of Missouri-Rolla.

Ms. Rogers has over 25 years of experience working for Canadian-based international public companies in the areas of the corporate governance, treasury, mergers and acquisitions, financial reporting and tax. She has significant experience in the mining industry ranging from greenfield exploration to senior gold producer in both director and officer roles. Mrs. Rogers has served as an officer of several public companies including Chief Financial Officer of Castle Peak Mining Ltd., Vice-President, Treasurer of Goldcorp Inc., Treasurer of Wheaton River Minerals Ltd. and Treasurer of Silver Wheaton Corp. Previous to that, she held various senior management roles at Finning International Inc. over a period of nine years. Ms. Rogers is a graduate of the University of British Columbia with a Bachelor of Commerce degree and holds a Chartered Professional Accountant designation. Ms. Rogers currently serves on the board of directors and audit committees of Diversified Royalty Corp., Great Bear Resources Ltd. and Copper Mountain Mining Corporation. In accordance with the Corporation’s Audit Committee Charter, the Board considered and determined that Ms. Rogers' service on the audit committee of more than two other public companies would not impair her ability to effectively serve on the Audit Committee of the Corporation.

Audit Committee Oversight

At no time since the commencement of the most recently completed financial year of Argonaut was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the directors of Argonaut.

Reliance on Certain Exemptions

At no time since the commencement of Argonaut's most recently completed financial year has Argonaut relied on the exemption set out in Section 2.4 ( De Minimis Non-Audit Services ), section 3.2 ( Initial Public Offerings ), subsection 3.3(2) ( Controlled Companies ), section 3.4 ( Events Outside Control of Member ), section 3.5 ( Death, Disability or Resignation of Audit Committee Member ), section 3.6 ( Temporary Exemption for Limited and Exceptional Circumstances ) or section 3.8 ( Acquisition of Financial Literacy ) of NI 52-110 or any exemption from the application of NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee, or its delegate appointed in accordance with the Audit Committee Charter, must pre-approve all non-audit services to be provided by the external auditor of Argonaut. The Audit Committee has not adopted specific policies and procedures for the engagement of such non-audit services.

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External Auditor Service Fees

PwC was appointed auditors of Argonaut on December 30, 2009. The aggregate fees billed by PwC during the two most recently completed financial years are reflected below.

Table 20: External Auditor Service Fees

Services Billed(1)	2020	2019
Audit fees(2)	223,923	233,684
Audit-related fees(3)	90,421	36,473
Tax(4)	72,395	9,723
Other(5)	nil	nil
Total	386,739	279,880

Notes:

(1) Amounts stated in US$.

(2) Audit fees refers to the aggregate fees billed for audit services.
(3) Audit-related fees refers to the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Argonaut's financial statements and are not reported under audit fees.
(4) Tax fees refers to the aggregate fees billed for professional services for tax compliance, tax advice and tax planning.
(5) Other Services refers to the aggregate fees billed for products and services, other than the services comprising the fees disclosed under audit Fees, audit-related fees or tax fees.

Argonaut Gold Inc.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Statement of Cor orate Governance Practices p

Nominating and Corporate Governance Committee ........................................................................ 54 Corporate Governance Guidelines ....................................................................................................... 54 Philosophy ........................................................................................................................................... 54 The Argonaut Board ........................................................................................................................... 54 Argonaut Board Meetings ................................................................................................................. 54 Corporate Governance .................................................................................................................... 54 Chairman of the Board ...................................................................................................................... 54 Chief Executive Officer ...................................................................................................................... 55 Argonaut Board Size and Composition ........................................................................................... 55 Director Independence .................................................................................................................... 55 Director Recruitment and Retirement and Term Limits .................................................................. 56 Election and Appointment of Directors ........................................................................................... 56 Majority Voting Policy ........................................................................................................................ 57 Director Orientation and Continuing Education ............................................................................ 57 Committee Structure ......................................................................................................................... 57 Sessions of Independent Directors ................................................................................................... 57 Formal Evaluation of Chief Executive Officer ................................................................................. 58 Succession Planning/Management Development ....................................................................... 58 Access to Management and Independent Advisors .................................................................... 58 Director Compensation ..................................................................................................................... 58 Director Share Ownership Guidelines .............................................................................................. 58 Share Ownership Guidelines ............................................................................................................. 58 Extensions of Credit ............................................................................................................................ 59 Argonaut Board Self-Assessment ...................................................................................................... 59 Representation of Women on the Argonaut Board and in Officer Positions .............................. 59 Clawback Provision Policy ................................................................................................................ 59 Foreign Investment Policy ................................................................................................................. 60 Say on Pay Policy ............................................................................................................................... 60 Environmental and Social Governance .......................................................................................... 61 Argonaut Board Committees .................................................................................................................. 61 Audit Committee ................................................................................................................................ 61 Nominating, Compensation and Governance Committee......................................................... 62 Safety, Health, Environment, Sustainability and Technical Committee ...................................... 62 Argonaut Board .................................................................................................................................. 63 Meetings of the Argonaut Board and Committees of the Argonaut Board ..................................... 63 Other Reporting Issuers ............................................................................................................................. 64 Compensation of Named Executive Officers and Directors ............................................................... 65 Policies Regarding the Representation of Women on the Argonaut Board ..................................... 65 Consideration of the Representation of Women in the Director Identification and Selection Process ................................................................................................................................................. 65 Consideration Given to the Representation of Women in Executive Officer Appointments ......... 65 Targets Regarding the Representation of Women on the Argonaut Board and in Executive Officer Positions ................................................................................................................................... 66 Code of Ethics and Business Conduct Guidelines ................................................................................ 66 Additional Information ............................................................................................................................. 67 General ...................................................................................................................................................... 67

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Nominating and Corporate Governance Committee

The NCG Committee is responsible for disclosing Argonaut's approach to Corporate Governance. Argonaut’s Corporate Governance Guidelines (amended and restated as of March 22, 2018) are presented in Argonaut's statement of corporate governance practices. These guidelines may subsequently be revised for changes in the Toronto Stock Exchange policies, securities regulatory rules, or at the discretion of the Argonaut Board. Copies of Argonaut's most recent Argonaut Board Mandate, Corporate Governance Guidelines, Committee Charters and Code of Ethics and Business Conduct Guidelines are available at Argonaut's website at www.argonautgold.com.

Corporate Governance Guidelines

Philosophy

Argonaut has been committed to good corporate governance since its formation in 2009. The Argonaut Board maintains open and direct communications with management on all the major strategic, investment, operating, and management decisions. Argonaut is best served by an informed and interactive Board which has free access to all levels of management and to all of its operations. Through Board meetings, Board agendas and background briefing materials, monthly operating and financial reports, and frequent informal conversations, management share information with the Argonaut Board regarding outstanding issues. The cumulative experience and expertise of Argonaut’s directors enables the Argonaut Board to bring sound business judgment to its decision-making process. The independence of Argonaut’s directors has been fostered in order to bring an outside perspective to its deliberations.

The Argonaut Board

The Argonaut Board has responsibility for the stewardship of Argonaut, including oversight of management of the business and affairs of Argonaut, and the strategic planning process. The CEO and senior management are responsible for the management of our business, within the framework established by the Argonaut Board and applicable law.

Argonaut Board Meetings

The Argonaut Board historically meets a minimum of six times annually on an approved schedule. Regularly scheduled Argonaut Board meetings are supplemented with meetings using telephone, electronic or other communications facilities that meet the criteria set out in Argonaut's by-law on specific issues, as needed.

All directors are notified each year of the dates and locations of all regularly scheduled Argonaut Board and Board committee meetings for that year. Before each meeting, the Chairman of the Board of Directors (the “ Chairman ”) and CEO develop a preliminary agenda and the Chairman, with consultation from other directors, formalizes the agenda. All necessary background information for matters relevant to the agenda is delivered to each director at least five days prior to the meeting.

Corporate Governance

The Argonaut Board has established and follows a corporate governance program that is reviewed annually by the full Argonaut Board. The following outlines Argonaut's Corporate Governance Guidelines:

Chairman of the Board

The Chairman of the Board is nominated by the NCG Committee and is elected by a majority of the directors. The roles of the Chairman and of the President and CEO have been separated between two individuals, thus maintaining a formal separation between the Argonaut Board and

Argonaut Gold Inc.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

management. The Argonaut Board has developed and approved written position descriptions for the Chairman of the Board and the Chair of each Board Committee.

The Chairman presently is an independent, non-executive director. The Chairman has the following responsibilities:

to determine the time, place and agenda of each Argonaut Board meeting;
to act as chairman for each Argonaut Board meeting;
to prepare or cause to be prepared meeting minutes of the Argonaut Board and its committees and all other required reports;
to chair shareholder meetings;
to ensure the Argonaut Board performs its duties and responsibilities;
to ensure the Argonaut Board understands its responsibilities and its appropriate role in the oversight of management;
to interface with the CEO and senior management;
to assist senior management and the Argonaut Board in reviewing and monitoring the long-term business plans and strategies;
to ensure legal counsel or other experts or consultants are retained when deemed necessary by the Argonaut Board to assist it in discharging its duties and responsibilities;
to ensure that Argonaut Board committees are properly performing duties as outlined in each committee's charter and that each committee is reporting on actions taken by the committee;
to assign, as necessary and appropriate, tasks to specific Argonaut Board committees or members;
to review, with the NCG Committee, the size of the Argonaut Board; and
to assess, with the NCG Committee, the Argonaut Board and its committees and members.

Chief Executive Officer

The CEO and senior management are responsible for the management of our business, within the framework established by the Argonaut Board of Directors and applicable law. The Argonaut Board has developed and approved a written position description for the CEO of Argonaut.

Argonaut Board Size and Composition

Argonaut currently has eight directors. The Argonaut Board believes that this number is appropriate include gender diversity and to ensure participation of directors with complementary expertise in key areas of exploration, operations, legal, finance, general management, and environmental and social governance. Although experience with mining is valuable, it is not an essential qualification. The Argonaut Board is large enough to provide the experience and maintain a committee structure. Annually, the Argonaut Board reviews its size and composition and will adjust its size as necessary.

Not more than two directors, nor greater than a third of the Argonaut Board, whichever is less, may be inside directors ( i.e., directors who are, or were within the previous five years, officers of Argonaut).

Director Independence

Argonaut is committed to governance standards to ensure that the Argonaut Board has the capacity and independence, to fulfill its responsibilities and to make an objective assessment of

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management's record and its proposals and initiatives. Therefore, Argonaut is committed to the following practices:

the recruitment of capable, independent directors, who shall at all times compose not less than a majority of the Argonaut Board, with a target of having not less than two-thirds of the Argonaut Board being independent;
in the event that the Chairman is not an independent director, the Argonaut Board shall appoint a Lead Director to provide leadership to the independent Directors;
any director who has previously been determined to be independent and whose circumstances change such that he or she might be considered to no longer be an independent director, shall promptly advise the Argonaut Board of the change in circumstances; and
all committees of the Argonaut Board are to be comprised entirely of independent directors where required by law.

The independence of a director is determined in accordance with National Instrument (“NI”) 52110 and, as applicable, NI 58-101 further to voluntary disclosure by each director. Evaluations of independence require the consideration of any “material relationship” being a relationship which could, in the view of the Argonaut Board, be reasonably expected to interfere with the exercise of a director’s independent judgment and includes an indirect material relationship. In determining whether a director is independent, the Argonaut Board applies standards derived from the Canadian Securities Administrators director independence rules noted above. The Argonaut Board determines the independence of a director when it approves director nominees for inclusion in the Proxy Circular. Based on the results of independence questionnaires completed by each nominee and other information, the Argonaut Board determines if the nominees proposed for election as directors are independent. Currently, the Argonaut Board is constituted of seven independent directors and one non-independent director. Each of James Kofman, Ian Atkinson, Peter Mordaunt, Dale Peniuk, Audra Walsh, Stephen Lang and Paula Rogers are independent directors. Peter C. Dougherty is Chief Executive Officer and a non-independent director.

Director Recruitment and Retirement and Term Limits

Under the leadership of the NGC Committee, the Argonaut Board pursues a policy of identifying potential new directors through the identification of candidates that will provide the Argonaut Board with a balance of members who have diverse backgrounds, genders, complementary skill sets and relevant experience in any of the mining industry, international business, or matters relevant to Argonaut's operations, while balancing the need for renewal and the identification of fresh perspectives with the demands for experience and knowledge. Argonaut does not impose term limits or have other mechanisms compelling retirement. Argonaut has determined that term limits may arbitrarily require some of its most valuable and experienced members to retire prematurely. The Argonaut Board believes that its members should be reviewed regularly to ensure that they are making a meaningful contribution to the Argonaut Board and Argonaut. The NGC Committee regularly reviews board membership and performance and is empowered to recommend changes when appropriate. In 2020 Paula Rogers and Stephen Lang joined the Argonaut Board and Chris Lattanzi retired from the Argonaut Board. At the Annual General and Special meeting in May 2020, the average tenure of the directors presented to the shareholders for election was 9.0 years. At the May 2021 Annual General meeting, the average tenure of the directors presented to the shareholders for election is 6.7 years. The Argonaut Board believes that the NGC Committee is best placed to make recommendations for renewal with a perspective focused on performance rather than arbitrary deadlines.

Election and Appointment of Directors

By law, the Argonaut Board proposes nominees for election to the Argonaut Board each year in the proxy circular for the Annual General Meeting of Shareholders (" AGM "). Between AGMs, the

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STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Argonaut Board may appoint additional or replacement directors to serve until the next AGM, subject to the limitations of the Business Corporations Act (Ontario).

Majority Voting Policy

The Argonaut Board believes that each of its members should have the confidence and support of Argonaut's shareholders. On March 21, 2013, as recommended by the NGC Committee, the Argonaut Board adopted a majority voting policy (see www.argonautgold.com) for the election of directors. On November 7, 2019 the Argonaut Board reviewed the policy. This policy provides that in an uncontested election, any nominee for director who receives more "withheld" votes than "for" votes will tender his or her resignation to the Argonaut Board. The Argonaut Board will refer the resignation to the NGC Committee for consideration. The affected director may not participate in the deliberations of either the NGC Committee or the Board. The Argonaut Board will promptly accept the resignation unless the NGC Committee determines that there are extraordinary circumstances relating to the composition of the Argonaut Board or the voting results that should delay the acceptance of the resignation or justify rejecting it. The Argonaut Board will announce its decision by news release and will provide the Toronto Stock Exchange (“TSX”) with a copy of the news release regarding its decision pursuant to TSX policies. In any event, it is expected that the resignation will be accepted (or in rare cases rejected) within 90 days of the meeting.

Director Orientation and Continuing Education

An orientation process is conducted for all new directors. The orientation generally consists of providing a new director with access to Argonaut’s board portal (which includes the relevant charters and policies), of meetings with the CEO, Corporate Secretary, and members of senior management, of attendance at one corporate public presentation to investors/analysts and an operating review of each major operation. Each new director will try to complete this process within the first 12 months following appointment. Argonaut provides directors with a comprehensive briefing of its business activities and finances and in addition, encourages directors to undertake training and education as to corporate governance matters, all at the expense of Argonaut. In 2020 due to COVID restrictions, Argonaut was not able to complete the usual orientation process with the new Directors, Mr. Stephen Lang and Ms. Paula Rogers and therefore alternate virtual orientation was provided to them.

Committee Structure

The Argonaut Board delegates certain of its powers to the Audit, the NCG and the SHEST committees. Each committee has a charter, approved by the Argonaut Board that defines the scope of its duties and responsibilities. Each committee reviews its charter annually and recommends approval of appropriate charter amendments to the Argonaut Board. Each charter requires the committee to evaluate its performance annually. The Audit Committee, the NCG and the SHEST committees are all comprised of independent directors only. Each outside Argonaut Board member sits on at least one committee. The frequency, length, and agendas of committee meetings are determined by the committee chairman in consultation with committee members and appropriate members of senior management. The committee chairman reports to the full Argonaut Board on the matters undertaken at each committee meeting. Any independent director may attend any committee meeting as a guest but has no vote on committee business.

Sessions of Independent Directors

The Chairman, or lead director, as appropriate will preside over in camera sessions of the independent directors which are held during each regularly scheduled Argonaut Board meeting, with neither inside directors nor management present.

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Formal Evaluation of Chief Executive Officer

The Argonaut Board conducts an annual evaluation of the CEO which includes soliciting opinions from each director. The results of the annual evaluation are discussed with the CEO by the Chairman or lead director, and then in a meeting with all the outside members of the Argonaut Board.

Succession Planning/Management Development

The CEO presents an annual report to the NCG Committee on succession planning for management and Argonaut's program for management development. The NCG Committee conducts its own independent deliberations and makes a recommendation to the Argonaut Board.

Access to Management and Independent Advisors

Directors are invited to have complete, unfettered access to senior management. Members of senior management normally attend portions of each regularly scheduled Argonaut Board meeting. The Argonaut Board may, when appropriate, obtain advice and assistance from outside advisors and consultants without prior approval of management.

Director Compensation

The NCG Committee annually reviews the compensation of the directors to ensure that it is competitive with comparable boards of directors and recommends changes to such compensation, as appropriate, to the Argonaut Board for approval. Each director may elect to receive all or a part of his or her compensation in shares or DSUs of Argonaut subject to Argonaut Board approval. Further detail with respect to director compensation can be found under Part Three – Director Compensation, Compensation Discussion and Analysis – Compensation Governance of this Circular.

Director Share Ownership Guidelines

Argonaut requires that shares issued to the directors as part of their compensation be held by the director for a minimum of two years, or six months after the director leaves the Argonaut Board, whichever is sooner.

Share Ownership Guidelines

The purpose of Argonaut’s share incentive plan is to develop the interest and incentive of eligible employees, officers and directors in Argonaut’s growth and development by providing an opportunity to acquire Argonaut Shares, thereby advancing the interests of Argonaut, enhancing the value of the Argonaut Shares for the benefit of all shareholders and increasing the ability of Argonaut to attract and retain skilled and motivated individuals.

The equity Awards are made in accordance with the shareholder-approved Argonaut Gold Inc. Amended and Restated Share Incentive Plan. These equity Awards could be in the form of shares, Options, restricted share units, performance share units, deferred share units or any other Award as allowed under the approved Share Incentive Plan of Argonaut. Awards may have a multiple year vesting requirement as determined by the Argonaut Board. Consequently, senior management of Argonaut has a significant financial risk (or reward) based upon the ongoing performance of Argonaut. Accordingly, Argonaut has developed executive ownership guidelines that require senior management to maintain a minimum ownership holding in Argonaut, calculated as the greater of cost, grant date value or market value. The CEO of Argonaut must maintain an ownership value of at least two times his base salary, and it is recommended that the other members of senior management maintain a value of at least one times their base salary. All members of senior management are provided a three-year window from the time they join Argonaut in which to attain this level of executive share ownership. All Board members must

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STATEMENT OF CORPORATE GOVERNANCE PRACTICES

maintain an achieve at least four times the annual cash retainer and have five-year window in which to attain this level of ownership .

Extensions of Credit

No loan guarantee, financial assistance, or similar extension of credit will be made to officers or employees of Argonaut without prior Argonaut Board approval. It is the intent of Argonaut to make such loans only when business activity by Argonaut makes this necessary. In no case will Argonaut be permitted to hold shares of Argonaut as collateral security for a loan to an officer.

All such lending activity will be disclosed in Argonaut's annual disclosure filings.

Argonaut Board Self-Assessment

The Argonaut Board conducts an annual self-assessment process under the auspices of the Chairman, through questionnaires provided to all Argonaut Board members. The completed questionnaires are reviewed by the Argonaut Board and changes in the corporate governance process are considered based on the results of the Argonaut Board's review and analysis of the completed questionnaires. Pursuant to the self-assessment process, the Argonaut Board reviews, among other matters, agenda items, meeting presentations, advance distribution of agendas and materials for Argonaut Board and committee meetings, between-meetings communications to directors, and access to and communications with senior management. The self-assessment process also includes an evaluation of the committees, the Chairman of the Argonaut Board and an individual director assessment.

Representation of Women on the Argonaut Board and in Officer Positions

The NCG Committee is committed to broadening the experience and diversity of Argonaut’s Board of Directors. The NCG Committee considers candidates for Argonaut Board and executive officer positions based on merit, background, skills, experience and knowledge, as well as considerations such as gender, ethnicity and race to broaden the overall diversity of the Argonaut Board. The NCG Committee aims to promote or recruit the highest quality and caliber candidates for such positions. Eligible candidates are reviewed by the Chairman of the NCG Committee, and those qualified are recommended to the Argonaut Board for nomination.

Clawback Provision Policy

The NCG Committee has adopted a Clawback Policy applicable to compensation granted after April 2, 2015, pursuant to which, to the extent permitted by law, annual incentives, performancebased compensation and short and long term incentives awarded, paid or payable, to officers of Argonaut may be forfeited or subject to repayment if:

the payment, grant or vesting of such compensation was based on the achievement of financial results that were subsequently the subject of a material restatement of financial statements issued in the prior twelve-month period;
the Argonaut Board determines that the officer engaged in fraud or gross misconduct that caused or meaningfully and directly contributed to the restatement;
the amount of compensation that would have been received by the officer, had the financial results been properly reported, would have been lower than the amount actually received; and
the Argonaut Board, prior to any change of control, determines that the repayment or forfeiture is in the best interests of Argonaut and its shareholders, provided, however, that the Argonaut Board may, in its sole discretion from time-to-time release or waive the application of this policy to compensation received by an officer.

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Foreign Investment Policy

The NCG Committee has adopted a corporate governance policy, which requires shareholder approval of any material investment in any country, other than those in which it has historically conducted business, which ranks in the lowest 10[th] percentile of the most recent Rule of Law indicator, as published by the World Bank Group, World Governance Indicators.

Say on Pay Policy

The NCG Committee has adopted an annual “Say on Pay” Policy, whereby Argonaut’s shareholders are provided with an opportunity to participate in an advisory vote on Argonaut’s approach to the remuneration of the NEOs at the annual shareholder meeting.

While the advisory vote is non-binding, the NCG Committee and the Argonaut Board will take into account the results of the vote, as they consider appropriate, when considering past, current and future compensation, policies, procedures and decisions. In addition, Argonaut is committed to ensuring that it communicates effectively and responsibly with shareholders, other interested parties and the public. As part of that commitment, Argonaut periodically engages certain shareholders and governance stakeholders directly to discuss the approach to executive compensation.

Although Argonaut is a Canadian corporation, it is important to note that Mr. Dougherty is an American citizen who resides in the United States, who primarily works from Argonaut’s corporate office in Reno, Nevada, is a United States taxpayer and is therefore compensated in US dollars. When evaluating Mr. Dougherty’s compensation in relation to total shareholder return, it is important to factor in the Canadian dollar to US dollar exchange rate over the same period. As a result of Argonaut’s LTIP being based on the Canadian dollar price of its Argonaut Shares as quoted on the TSX, Mr. Dougherty takes exchange rate risk in his compensation. Due to the fact that Mr. Dougherty takes on exchange rate related risk in his compensation structure, the Argonaut Board evaluates Mr. Dougherty’s total compensation versus total shareholder return and adjusts for the exchange rate over the period. It is the Argonaut Board’s view that evaluating Mr. Dougherty’s compensation versus total shareholder return without properly adjusting for the Canadian dollar to US dollar exchange rate over the same period would misrepresent Mr. Dougherty’s compensation versus total shareholder return.

Argonaut offers shareholders a method to communicate directly with the Chairman of the Argonaut Board in writing to: James E. Kofman, Chairman of the Board, Argonaut Gold Inc., c/o Sander A.J.R. Grieve, Bennett Jones LLP, 3400 One First Canadian Place, 100 King Street West, P.O. Box 130, Toronto, Ontario, Canada, M5X 1A4. If a majority or significant proportion of the shares represented in person or by proxy at the meeting are voted against the Say-on-Pay advisory resolution, the Chairman of the Board will oversee a process to seek a better understanding of the shareholders’ specific concerns. The NCG Committee will consider the results of this process and, as it considers appropriate, will review the approach to executive compensation in the context of shareholders’ specific concerns and may make recommendations for changes to the Argonaut Board. Following the review by the NCG Committee, the Argonaut Board would expect to disclose a summary of the process undertaken and an explanation of any resulting changes to executive compensation.

Table 21: Say on Pay Voting Results for the Past Three Years

Year	Votes For (%)	Votes Against (%)
2020	98.73	1.27
2019	98.17	1.83
2018	98.97	1.03

Argonaut Gold Inc.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Environmental and Social Governance

Argonaut strives be a leader for a company its size and scale in the area of Environmental and Social Governance (“ESG”). There are several areas of Argonaut’s operations where it is actively working to reduce reliance on diesel fuel and also make changes to reduce water consumption. Argonaut is currently reviewing its ESG objectives and is in the process of selecting the most efficient way to report on its ESG initiatives to its stakeholders. During this review, Argonaut intends to evaluate its board, management, and employees’ strengths in the area of ESG to determine if any additions to the Corporation are necessary. Argonaut intends to complete this review during 2021 and implement an ESG reporting strategy as early as 2022.

Argonaut Board Committees

Argonaut has three standing committees: the Audit Committee, the Nominating, Compensation and Governance Committee, and the Safety, Health, Environment, Sustainability and Technical Committee. The Committee Charters are available on Argonaut’s website at www.argonautgold.com.

Audit Committee

The Audit Committee, on behalf of the Argonaut Board, has responsibility for:

reviewing the financial statements, Management’s Discussion and Analysis, financial information in earnings press releases and all other public disclosure documents containing financial information of Argonaut and recommending whether such documents should be approved by the Argonaut Board before Argonaut publicly discloses the information;
recommending to the Argonaut Board the external auditor to be nominated for the purpose of preparing or issuing the auditor’s report or performing other audit, review or attest services for Argonaut, and the compensation of the external auditor;
overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for Argonaut, including the resolution of disagreements between management and the external auditor regarding financial reporting;
pre-approving all non-audit services to be provided to Argonaut or its subsidiary entities by Argonaut’s external auditor;
obtaining satisfaction that adequate procedures are in place for the review of Argonaut’s public disclosure of financial information extracted or derived from Argonaut’s financial statements, and periodically assessing the adequacy of those procedures;
reviewing all post-audit or management letters containing material recommendations of the external auditor and management’s response in respect of any identified material weakness or significant deficiency in Argonaut’s internal controls over financial reporting;
establishing procedures for the receipt, retention and treatment of complaints received by Argonaut regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by employees of Argonaut of concerns regarding questionable accounting or auditing matters;
reviewing and approving Argonaut’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of Argonaut; and
having such other duties, powers and authorities as the Argonaut Board may delegate to the Audit Committee from time to time.

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The members of the Audit Committee have the right, for the purpose of performing their duties, to inspect all the books and records of Argonaut and its affiliates, and to discuss such accounts and records and any matters relating to the financial position or condition of Argonaut with the auditors of Argonaut or its affiliates. The Audit Committee is composed of a minimum of three directors. Each member of the Audit Committee must be independent and financially literate; as such terms are defined by NI 52-110 – Audit Committees , published by the Canadian Securities Administrators .

Nominating, Compensation and Governance Committee

The NCG Committee has responsibility to:

review, in consultation with the CEO, and approve the compensation of the senior executive officers of Argonaut (with the exception of the CEO and CFO, whose compensation is reviewed and approved by the Argonaut Board); and exercise the powers conferred on it by the Argonaut Board with respect to Option and share purchase plans;
review annually, or more often if it deems appropriate, succession plans for key executives, performance appraisals (having regard to the criteria referred to under “Executive Annual Incentive Plan”), development of senior officers, senior management organization and reporting structure, contingency plans in the event of the unexpected disability of key executives, and performance and funding of pensions and other benefits.
identify and recommend individuals for nomination as members of the Argonaut Board and its committees;
develop and recommend to the Argonaut Board corporate governance principles applicable to Argonaut; and
undertake such other duties as the Argonaut Board may choose from time to time.

The NCG Committee is composed of not fewer than three members of which all shall be independent directors.

Safety, Health, Environment, Sustainability and Technical Committee

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The SHEST Committee is composed of a minimum of three members, of which all shall be independent directors. The current members of the SHEST Committee include the chairman of the committee, James E. Kofman, Stephen Lang, Peter Mordaunt (chair, and Audra Walsh.

James Kofman

The SHEST Committee has responsibility to:

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review and discuss with management the safety, health, sustainability and environmental policies of Argonaut and, where appropriate, recommend revisions to those policies to the Argonaut Board;
review management's plans and actions with respect to sustainable development and support for communities within the area of Argonaut's operations; and

Peter Mordaunt

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Stephen Lang

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Audra Walsh

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maintain oversight of the technical aspect of Argonaut's material exploration, development, permitting and mining operations and make recommendations to the Argonaut Board.

Argonaut Board

The Argonaut Board has a responsibility to:

to the extent feasible, satisfy itself as to the integrity of the CEO and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization;
review and approve the corporate goals and objectives relevant to the compensation of the CEO and other senior executive officers;
evaluate the performance of the CEO and CFO against those goals and objectives, and approve the overall compensation of the CEO and CFO based on these evaluations;
adopt a strategic planning process and approving, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business;
identify the principal risks of Argonaut’s business, and ensuring the implementation of appropriate systems to manage these risks;
perform succession planning (including appointing, training and monitoring senior management);
adopt and maintain a communication policy for Argonaut;
monitor Argonaut’s internal control and management information systems;
develop Argonaut’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to Argonaut;
develop and monitor environmental and social governance practices and reporting standards; and
monitor compliance with Argonaut’s Code of Ethics and Business Conduct Guidelines.

As additional members join the Argonaut Board and as the needs of Argonaut change, the Argonaut Board will review the need for, and may establish as appropriate, additional committees. The text of the Argonaut Board Mandate is available on our website at www.argonautgold.com under Governance.

Meetings of the Argonaut Board and Committees of the Argonaut Board

During the year ended December 31, 2020, the Argonaut Board met ten times. During that same period, the Audit Committee met on five occasions, the NCG Committee met on two occasions and the SHEST Committee met on six occasions. The following table provides details regarding director attendance at Argonaut Board and committee meetings during the year ended December 31, 2020.

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Table 22: Meetings of the Argonaut Board and Committees of the Argonaut Board

	Board of Directors	Board of Directors	Audit	Audit	Nominating, Compensation and Governance	Nominating, Compensation and Governance	Safety, Health, Environment, Sustainability and Technical	Safety, Health, Environment, Sustainability and Technical
Director	Number Attended	% Attended	Number Attended	% Attended	Number Attended	% Attended	Number Attended	% Attended
Ian Atkinson(1)	10	100	5	100	1	100	3	100
Peter C. Dougherty	10	100	5	100	2	100	6	100
Stephen Lang(2)	5	100	2	100	1	100	3	100
James E. Kofman	10	100	5	100	2	100	6	100
Christopher R. Lattanzi(3)	10	100	3	100	1	100	3	100
Peter Mordaunt	10	100	5	100	2	100	6	100
Dale C. Peniuk	10	100	5	100	2	100	6	100
Paula Rogers(1)	5	100	2	100	1	100	3	100
Audra B. Walsh	10	100	5	100	2	100	6	100

Notes:

(1) In July 2020 following the Annual General and Special Meeting, Mr. Atkinson transitioned from a member of the SHEST Committee to become the Chairman of the NCG Committee

(2) Mr. Lang and Ms. Walsh joined the Board of Directors as part of the merger with Alio Gold on July 1, 2020.

(3) Mr. Lattanzi retired from the Board of Directors effective December 31, 2020.

During the year ended December 31, 2020 eight in camera sessions of the independent directors were held following Argonaut Board meetings.

Other Reporting Issuers

Certain directors of Argonaut are currently directors of the other reporting issuers (or the equivalent in a foreign jurisdiction) set out opposite each director's name in the following table:

Table 23: Other Reporting Issuers

Name of Director	Other Reporting Issuers
Ian Atkinson	• Kinross Gold Corp. • Globex Mining Enterprises Inc. • Wolfden Resources Corp.
Peter C. Dougherty	• None.
James E. Kofman	• None.
Stephen Lang	• Bear Creek Mining Corp. • Hudbay Minerals Inc. • International Tower Hill Mines Ltd.
Peter Mordaunt	• None.
Dale C. Peniuk	• Capstone Mining Corp. • Kuya Silver Corporation (formerly Miramont Resources Corp.) • Lundin MiningCorporation
Paula Rogers	• Copper Mountain Mining Corporation • Diversified Royalty Corp. • Great Bear Resources Ltd.
Audra B. Walsh	• Calibre MiningCorp.

Argonaut Gold Inc.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Compensation of Named Executive Officers and Directors

For more information with respect to the compensation of the Named Executive Officers and the directors of Argonaut, see " Part Two – Statement of Executive Compensation " and “Part Three – Director Compensation” above.

Policies Regarding the Representation of Women on the Argonaut Board

Argonaut has not adopted a written policy relating to the identification and nomination of women directors. The members of the Argonaut Board have diverse backgrounds and expertise and were selected on the belief that Argonaut and its stakeholders would benefit materially from such a broad range of talent and experience. As the need for new directors or executive officers arises, the NCG Committee assesses candidates on the basis of knowledge, industry experience, financial literacy, professional ethics and business acumen. While the NCG Committee recognizes the potential benefits from new perspectives that could manifest through greater gender diversity and recognizes that diversity can enhance culture and create value for Argonaut and its stakeholders, Argonaut has not formally adopted a written diversity policy but may consider adopting a one in the future.

Consideration of the Representation of Women in the Director Identification and Selection Process

The NCG Committee considers the level of representation of women as one of the factors in identifying and nominating candidates for election or re-election to the Argonaut Board, by attempting to identify the most diverse (including gender-diverse) and inclusive pool of available candidates. Argonaut to date has sought to increase diversity at the Argonaut Board level through the recruitment efforts of the NCG Committee and the Argonaut Board remains receptive to increasing the representation of women on the Argonaut Board, as director turnover occurs. The NCG Committee takes into consideration diversity (including gender diversity) as one of the many factors to maintain an appropriate mix and balance of diversity, attributes, skills and experience. The other factors that the NCG Committee considers are: the competencies and skills that the Argonaut Board considers to be necessary for the Argonaut Board, as a whole, to possess; the competencies and skills that the Argonaut Board considers each existing director to possess; the competencies and skills each new nominee will bring to the Argonaut Board; the time and energy of the proposed nominee to devote to the Argonaut Board tasks; the independence of the proposed nominee; and the understanding by the proposed nominee of the nature of the business and operations of Argonaut. Ultimately, Argonaut Board appointments are based on merit measured against objective criteria, having due regard to the benefits of diversity in board composition, with the goal of maximizing the effectiveness of corporate decision-making and fulfilling the best interests of stakeholders.

Consideration Given to the Representation of Women in Executive Officer Appointments

Argonaut does consider the level of representation of women in executive officer positions when making executive officer appointments. Argonaut also considers the skills and experience necessary for the position, as well as each individual candidate's competence, qualification, experience, and performance regardless of gender, age, ethnic origin or other aspects of diversity when determining executive officer appointments. While Argonaut has not adopted a target regarding women in executive officer positions of Argonaut (discussed below), it is committed to advancing women, and other individuals representing a diversity of backgrounds, into leadership roles in Argonaut through mentoring, continuing educational development and succession planning processes.

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Targets Regarding the Representation of Women on the Argonaut Board and in Executive Officer Positions

Argonaut has not adopted a target regarding the number of women on the Argonaut Board or the number of women represented in executive officer positions, as the Argonaut Board does not believe a fixed target regarding the representation of women on the Argonaut Board or in senior leadership (including executive officer positions) would automatically result in the identification or selection of the most appropriate candidates for Argonaut's specialized business. Currently, two (25%) of the directors on the Argonaut Board are women. None of the executive officers of Argonaut is a woman. Diversity, including gender, age, nationality, cultural and educational background and business and other experience, is one of the factors that the NCG Committee considers in identifying and nominating candidates for election or re-election to the Argonaut Board. The NCG Committee believe that all these factors are relevant to ensure high functioning board members and that establishing fixed targets based upon only one of these factors may disqualify desirable director candidates. Further, the NCG Committee believes that appointments of directors and executive officers should be made, and should be perceived as being made, on the merits of individuals and that the adoption of a fixed target could interfere with the application of this approach. Merit is considered by the NCG Committee against objective criteria, while having due regard to the benefits of diversity and to the needs of Argonaut. Argonaut is committed to providing an environment in which all employees and directors are treated with fairness and respect and have equal access to opportunities for advancement based on skills and aptitude.

Code of Ethics and Business Conduct Guidelines

Argonaut maintains a written Code of Ethics and Business Conduct Guidelines (the " Code of Ethics ") for all directors, executive officers, and employees, requiring adherence to high standards of personal and corporate conduct. All directors, all executive officers, all US employees, and all managers at non-US locations of Argonaut annually acknowledge (in writing) adherence to the Code of Ethics. Argonaut's Code of Ethics is available for review at www.argonautgold.com and is also filed with the Canadian Securities Administrators on the SEDAR filing system.

Employees who know of violations of the Code of Ethics are obligated to report them to management, to the Chairman of the Board, to the NCG Committee, to Argonaut's legal counsel, to Argonaut's CFO or through Argonaut’s whistleblower hotline. The CFO is responsible for ensuring the Code of Ethics is properly implemented and monitored. It is Argonaut's policy and intent that, except for knowingly reporting false accusations, every employee may report Code of Ethics, policy, or law violations without fear of retaliation.

The directors of Argonaut as a whole, ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer of Argonaut has a material interest by requiring such director or executive officer to disclose any potential or actual conflicts of interest to the Chairman of Argonaut or, if the conflict involves the Chairman of Argonaut, to the Chairman of the NCG Committee. If it is determined that a conflict exists, such director or executive officer does not participate in decisions regarding the transaction or agreements. Directors and executive officers of Argonaut are urged, where appropriate, to retain independent professional advice to ensure the fulfillment of their duties.

This statement of corporate governance practices has been developed and approved by the Argonaut Board.

Argonaut Gold Inc.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Additional Information

Additional information relating to Argonaut is available on SEDAR at www.sedar.com. Shareholders that would like to request copies of Argonaut's financial statements and Management’s Discussion and Analysis (" MD&A ") may complete and return the Financial Statements Request Form included with the proxy materials and send to Argonaut's registered office at Argonaut Gold Inc. c/o Sander A.J.R. Grieve 3400 One First Canadian Place, 100 King Street West, P.O. Box 130, Toronto, Ontario, Canada, M5X 1A4.

Financial information is provided in Argonaut's comparative financial statements and MD&A for the financial year ended December 31, 2020.

General

Information contained in this Circular is given as at April 8, 2021, unless otherwise stated.

The Argonaut Board of Directors has approved the contents of this Circular and its mailing to the shareholders.

DATED the 8th day of April, 2021

/s/ Peter C. Dougherty Peter C. Dougherty President and Chief Executive Officer

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Argonaut Gold Inc.

VIRTUAL AGM USER GUIDE

Getting Started

This year’s annual meeting will be held virtually. By participating online, you will be able to listen to a live audio cast of the meeting, ask questions online and submit your votes in real time.

As usual, you may also provide voting instructions before the meeting by completing the Form of Proxy or voting information form that has been provided to you.

Important Notice for Non-Registered Holders:

Non-registered holders (being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxy will not be able to participate at the meeting.

If you are a non-registered holder and wish to attend and participate at the meeting, you should carefully follow the instructions set out on your voting information form and in the management information circular relating to the meeting, in order to appoint and register yourself as proxy, otherwise you will be required to login as a guest.

In order to participate online:

Before the meeting:

Check that your browser for whichever device you are using is compatible. Visit http://web.lumiagm.com/237266194 on your computer. You will need the latest version of Chrome, Edge or Firefox.

Caution: Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for your AGM. If you are experiencing any difficulty connecting or watching the meeting , ensure your VPN setting is disabled or use computer on a network not restricted to security settings of your organization.

All securityholders MUST register any 3rd party appointments at http://www.computershare,com/Argonaut Failure to do so will result in the appointee not receiving login credentials.

Gather the information you need to access the online meeting:

Meeting ID: 237266194

Password: argonaut2021

To log in, you must have the following information:

Registered Holders

The 15 digit control number provided on your form of proxy provided by Computershare, which constitutes your user name.

Appointed Proxy

The user name provided by Computershare via email, provided your appointment has been registered.

The broadcast bar: Allows you to view and listen to the proceedings. Home page icon: Displays meeting information Questions icon: Used to ask questions

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1[ If you are a shareholder or duly appointed proxy, select “I have a login”] and enter your Username/Control Number and password.

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Registered holders: Your user name is the 15 digit control number printed on your proxy form.

Appointed proxy holders: Your user name can be found in the email sent to you from Computershare.

If you are a Guest, select “I am a guest” and fill in the form.

2[ Once logged in, you will see the home page, which] displays the meeting documents and information on the meeting.

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VOTING

4 Once the voting has opened, the resolutions and voting choices will be displayed.

To vote, simply select your voting direction from the options shown on screen.

A confirmation message will appear to show your vote has been received. For ‐ Vote received

To change your vote, simply select another direction. If you wish to cancel your vote, please press Cancel.

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3 To join the meeting, click on Join Audio by Computer on the right side ZOOM panel.

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QUESTIONS

5[ Any shareholder or duly appointed proxy attending the] meeting is eligible to submit typed questions or ask questions verbally.

If you would like to ask a question, click on the Messaging icon in the top panel and type the question or request to speak.

When the Chair recognizes you, Raise Hand in the ZOOM panel and a request to unmute will appear.

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Depending on your browser, you might also receive a notification to allow access to your microphone. Please allow this access FIRST before unmuting on the platform.

Once allowed, you can click on the Unmute button.

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You can confirm the right microphone is being used by clicking on the arrow next to the Unmute button.

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Questions? Need Help Voting?

Please contact Argonaut Gold Inc.’s Shareholder Advisor and Proxy Solicitation Agent “Gryphon Advisors Inc.”

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CONTACT US: North American Toll Free Phone: 1-877-353-5209

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E-mail: [email protected] Outside North America, Banks & Brokers Call Collect: 1-416- 902-5565

Errata

The following paragraph, found on page 31, should be read with the corrections marked below in underlined text.

As of March 15, 2021, the total number of Argonaut Shares issuable pursuant to Options and other Awards was 22,107,679 (being 7.25% of the issued and outstanding Argonaut Shares) of which Options were outstanding for the purchase of 4,773,029 Argonaut Shares (being 1.57% of the issued and outstanding Argonaut Shares), and other Awards consisting of restricted share units outstanding for Awards of 2,169,940 Argonaut Shares (being 0.71% of the issued and outstanding Argonaut Shares), performance share units outstanding for Awards of 2,372,780 Argonaut Shares (being 0.78% of the issued and outstanding Argonaut Shares), and deferred share units outstanding for Awards of 345,944 Argonaut Shares (being 0.11% of the issued and outstanding Argonaut Shares) for an aggregate total of 9,661,693 Argonaut Shares issuable pursuant to the Share Incentive Plan (being 3.17% of the issued and outstanding Argonaut Shares and 43.70% of the total number of Argonaut Shares issuable pursuant Options and other Awards under the Share Incentive Plan).

The following paragraph, found on page 55, should be read with the correction marked below in underlined text.

Argonaut currently has eight directors. The Argonaut Board believes that this number is appropriate to include gender diversity and to ensure participation of directors with complementary expertise in key areas of exploration, operations, legal, finance, general management, and environmental and social governance. Although experience with mining is valuable, it is not an essential qualification. The Argonaut Board is large enough to provide the experience and maintain a committee structure. Annually, the Argonaut Board reviews its size and composition and will adjust its size as necessary.

AI assistant

Argonaut Gold Inc. — AGM Information 2021

46087_rns_2021-04-09_349d1867-208e-43c3-b697-8b0ac0df3622.pdf

NOTICE OF ANNUAL GENERAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

Letter to Shareholders

TABLE OF CONTENTS

INDEX OF TABLES

April 8, 2021

Voting Information

Solicitation of Proxies

Appointment and Revocation of Proxies

Exercise of Discretion by Proxies

Non-Registered Holders

Appointment of Proxies for Non-Registered Holders

United States Beneficial Holders

Email at: [email protected]

How to Attend and Participate in the Virtual Only Meeting

Voting Securities

Interest of Certain Persons or Companies in Matters to Be Acted Upon

Interest of Informed Persons in Material Transactions

Principal Holders of Voting Securities

Business of the Meeting

Annual Financial Statements

Election of Directors

James E. Kofman, Chairman of the Board

Status

Background and Experience

Areas of Expertise

Public Board Memberships (Last Five Years)

Peter C. Dougherty, President, Chief Executive Officer and Director

Background and Experience

Location

Status

Director Since December 2009

Areas of Expertise

Ian Atkinson, Director

Status

Background and Experience

Areas of Expertise

Public Board Memberships (Last Five Years)

Stephen Lang, Director

Status

Background and Experience

Areas of Expertise

Public Board Memberships (Last Five Years)

Peter Mordaunt, Director

Background and Experience

Status

Areas of Expertise

Public Board Memberships (Last Five Years)

Dale C. Peniuk, Director

Location

Status

Background and Experience

Areas of Expertise

Public Board Memberships (Last Five Years)

Paula Rogers, Director

Location

Background and Experience

Areas of Expertise

Public Board Memberships (Last Five Years)

Audra B. Walsh, Director

Background and Experience

Areas of Expertise

Public Board Memberships (Last Five Years)

Skills and Experience Matrix

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Committees of the Argonaut Board

Appointment of the Auditors

Have a “Say on Pay”

Advisory Resolution on Executive Compensation Approach

Shareholder Proposals

Executive Compensation

Message to Shareholders

Compensation Governance

Compensation Discussion and Analysis

Research and Benchmarking

Elements of Compensation

Base Salary

Annual Bonus

Argonaut Gold Inc. AGM Information 2021