Argonaut Gold Inc. — Proxy Solicitation & Information Statement 2020

Apr 22, 2020

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NOTICE OF ANNUAL AND SPECIAL MEETING OF ARGONAUT SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the " Argonaut Meeting ") of shareholders (" Argonaut Shareholders ") of Argonaut Gold Inc. (" Argonaut ") will be held at 11:30 a.m. (Eastern time) on Wednesday, May 20, 2020 via online audio at https://web.lumiagm.com/221570123, subject to any adjournment(s) or postponement(s) thereof, for the following purposes:

• (a) to receive Argonaut's audited consolidated financial statements for the year ended December 31, 2019 and the independent auditors' report thereon;

• (b) to elect directors to Argonaut's board of directors;

• (c) to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants as Argonaut's independent auditors until the close of the next annual meeting of shareholders of Argonaut and to authorize the directors to fix their remuneration;

• (d) to consider and, if thought advisable, approve, with or without amendment, a resolution (the " Share Incentive Plan Resolution ") re-authorizing the Argonaut share incentive plan and approving amendments thereto, as more particularly described in the accompanying joint management information circular dated April 17, 2020 (the " Circular ");

• (e) to have a shareholder advisory vote on Argonaut's approach to executive compensation, as more particularly described in the Circular (collectively, items (b) through (e) are the " Argonaut Annual Resolutions ");

• (f) to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the " Share Issuance Resolution "), the full text of which is set out in Schedule "A" "Resolutions to be Approved at the Argonaut Meeting" to the accompanying Circular, to authorize and approve the issuance of up to 63,587,494 common shares of Argonaut (" Argonaut Shares ") in connection with the proposed acquisition by Argonaut of all of the outstanding common shares of Alio Gold Inc. (" Alio "), including upon the exercise of (A) options to acquire Argonaut Shares that are issued in exchange for outstanding options to acquire common shares of Alio (the " Alio Shares ") and (B) warrants of Alio (" Alio Warrants "), which will entitled the holder thereof to acquire Argonaut Shares, in lieu of each Alio Share which such holder would otherwise have been entitled to receive, in connection with the proposed plan of arrangement under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the " Arrangement ") involving Argonaut and Alio to be completed pursuant to the terms and subject to the conditions of the arrangement agreement dated March 30, 2020 between Argonaut and Alio; and

• (g) to transact such other business as may properly be brought before the Argonaut Meeting or any adjournment thereof.

Specific details of the matters proposed to be put before the Argonaut Meeting are set forth in the accompanying Circular. The full text of the Share Issuance Resolution (being item (f) set out above) and the Argonaut Annual "Resolutions to be Approved at the Argonaut Meeting" to the accompanying Circular. If the Arrangement is not completed, the Argonaut Shares

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referred to in the Share Issuance Resolution will not be issued even if the Share Issuance Resolution is approved at the Argonaut Meeting.

At the Argonaut Meeting, Argonaut Shareholders (as defined in the Circular) will be asked to consider and, if deemed advisable, pass the Share Issuance Resolution approving the issuance of up to 63,587,494 Argonaut Shares pursuant to the Arrangement, comprising (i) up to 58,433,639 Argonaut Shares to be issued to Alio Shareholders (other than any Alio Shareholders validly exercising dissent rights) in exchange for their Alio Shares (including an aggregate of 792,954 Argonaut Shares to be issued to Former Alio Shareholders in exchange for Alio Shares issued prior to the effective time of the Arrangement in settlement of any performance share units of Alio, restricted share units of Alio and deferred share units of Alio); (ii) up to 3,608,962 Argonaut Shares issuable upon the exercise of the Replacement Argonaut Options; and (iii) up to 1,544,893 Argonaut Shares issuable upon the exercise of the Alio Warrants.

The board of directors of Argonaut (the " Argonaut Board ") unanimously recommends that Argonaut Shareholders vote in favour of the Share Issuance Resolution. It is a condition to the completion of the Arrangement that the Share Issuance Resolution be approved at the Argonaut Meeting.

The record date (the " Argonaut Record Date ") for determination of Argonaut Shareholders entitled to receive notice of and to vote at the Argonaut Meeting is the close of business on March 30, 2020. Only Argonaut Shareholders whose names have been entered in the register of holders of Argonaut Shares on the close of business on the Argonaut Record Date are entitled to receive notice of and to vote at the Argonaut Meeting. Each Argonaut Share entitled to be voted on each resolution at the Argonaut Meeting will entitle the holder to one vote at the Argonaut Meeting on all matters to come before the Argonaut Meeting. The Share Issuance Resolution must be approved by at least a majority of the votes cast by the Argonaut Shareholders at the virtual meeting or represented by proxy and entitled to vote at the Argonaut Meeting.

An Argonaut Shareholder may attend the Argonaut Meeting online or may be represented by proxy. Argonaut Shareholders who are unable to attend the Argonaut Meeting or any adjournment thereof are requested to date, sign and return the accompanying form of proxy (the "Argonaut Proxy") for use at the Argonaut Meeting or any adjournment thereof. To be effective, the proxy must be received by our transfer agent, Computershare Trust Company of Canada by mail at 100 University Avenue, 8[th] Floor, Toronto, Ontario, Canada, M5J 2Y1; or by facsimile transmission: 1-866-249-7775 (North American Toll Free) or (416) 263-9524 not later than 11:30 a.m. (Eastern time) on May 15, 2020 or 48 hours (other than a Saturday, Sunday or holiday) prior to the time to which the Argonaut Meeting may be adjourned. Notwithstanding the foregoing, the Chair of the Argonaut Meeting has the discretion to accept proxies received after such deadline.

To proactively deal with the unprecedented public health impact of corona virus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, the Argonaut Meeting will be held in a virtual only format, which will be conducted via live online audio only. Argonaut Shareholders (as defined in the Circular) and duly appointed proxyholders can attend the meeting online at https://web.lumiagm.com/221570123 where Registered Argonaut Shareholders (as defined in the Circular) and duly appointed proxyholders can participate, vote, or submit questions during the meeting's live audiocast. You have to be connected to the internet at all ti responsibility to make sure you stay connected for the entire Argonaut Meeting.

If an Argonaut Shareholder receives more than one form of proxy because such holder owns Argonaut Shares registered in different names or addresses, each form of proxy should be completed and returned.

If you are a non-registered holder of Argonaut Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

The Argonaut Proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Argonaut Meeting; and (ii) other matters that may properly come before the Argonaut Meeting. As of the date hereof, management of Argonaut knows of no amendments, variations or other matters to come before the Argonaut Meeting other than the matters set forth in this Argonaut Notice of Meeting. Argonaut

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Shareholders who are planning on returning the accompanying Argonaut Proxy are encouraged to review the accompanying Circular carefully before submitting the proxy form. It is the intention of the persons named in the enclosed Argonaut Proxy, if not expressly directed to the contrary in such proxy, to vote in favour of the Share Issuance Resolution.

If you have any questions or require any assistance in completing your proxy or voting instruction form, please contact Gryphon Advisors Inc., the Argonaut proxy solicitation agent, by telephone at: 1-877-353-5209 (North American Toll Free) or 1-416-661-6592 (Outside North America); or by email at: inquiries@gryphonadvisors.ca.

DATED at Toronto, Ontario, Canada, this 17[th] day of April, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

"James E. Kofman" "Peter C. Dougherty" James E. Kofman Peter C. Dougherty Chairman Director, President and Chief Executive Officer Argonaut Gold Inc. Argonaut Gold Inc.

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----- Start of picture text ----- VOTING REGISTERED SHAREHOLDERS BENEFICIAL SHAREHOLDERSMETHOD If your shares are held in your name and If your shares are held with a broker, bank orrepresented by a physical certificate other intermediaryINTERNET Visit www.investorvote.com. Canadian Argonaut NOBOs (as defined inthe Circular): Visit www.investorvote.com.Canadian Argonaut OBOs (as defined in theCircular) and US Beneficial Holders: Visitwww.proxyvote.com.Canadian Argonaut NOBOs: (as defined inTELEPHONE 1-866-732-VOTE (8683)the Circular): Call 1-866-734-VOTE (8683)Canadian Argonaut OBOs (as defined in theCircular): Call 1-800-474-7493United States: Call 1-800-454-8683Canadian Argonaut NOBOs: Fax to 1-866-FACSIMILE Fax your form of proxy to 1-866-249-7775249-7775Canadian Argonaut OBOs: Fax to 905-507-7793 or toll free to 1-866-623-5305.United States: N/AMAIL Mail your form of proxy using the reply Mail your voting instruction form using theenvelope provided. reply envelope provided.----- End of picture text -----

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