Argonaut Gold Inc. (TSX: AR) is pleased to announce it has closed its previously announced public offering of 223,685,000 common shares of the Company at a price of C$0.38 per Offered Share for gross proceeds to the Company of C$85,000,300, including the exercise in full of the underwriters’ over-allotment option. The Offering was completed on a “bought deal” basis by a syndicate of underwriters co-led by Cormark Securities Inc., BMO Capital Markets and Scotia Capital Inc., and including RBC Dominion Securities Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Paradigm Capital Inc. and Laurentian Bank Securities Inc.

The net proceeds of the Offering will be used to fund developmet and optimization of the Company’s Magino and Florida Canyon mines and for general working capital purposes.

The Offered Shares were offered in each of the provinces and territories of Canada, other than Québec, pursuant to a prospectus supplement dated December 6, 2023 to the Company’s base shelf prospectus dated June 2, 2022, in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (and in certain other jurisdictions outside of Canada and the United States as agreed to by the Company. Copies of the Prospectus and documents incorporated by reference therein are available electronically under Argonaut Gold’s issuer profile on SEDAR+ at www.sedarplus.ca.

The Offered Shares have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or any exemption from such registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or to, or for the account or benefit of, U.S. Persons, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

MI 61-101

GMT Capital Corp. which is a “control person” of Argonaut, and certain directors and officers of Argonaut participated in the Offering. As a result of the Offering, GMT will continue to be a control person of Argonaut. The holdings of the Participating Insiders prior to the Offering and subsequent to completion of the Offering are set out below:

Each issuance by the Company of Offered Shares to a Participating Insider under the Offering is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance on the exemptions set out in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as the fair market value of such transactions, insofar as they involve related parties, is not more than 25% of the Company’s market capitalization. The Company was not in a position to file a material change report 21 days prior to closing because the terms of the Offering and insider participation were not yet established by that time, and Argonaut Gold elected to expedite closing of the Offering for sound business reasons.

About Argonaut Gold

Argonaut Gold is a Canadian-based gold producer with a portfolio of operations in North America. Focused on becoming a low-cost, mid-tier gold producer, the Company’s flagship asset, Magino Mine, is expected to become Argonaut’s largest and lowest cost mine. The Company is pursuing potential for re-development and additional growth at the Florida Canyon Mine in Nevada, USA. Together, the Magino and Florida Canyon mines are the Company’s cornerstone assets that will drive Argonaut through this pivotal growth stage. The Company also has two additional operating mines in Mexico, the La Colorada Mine in Sonora and the San Agustin Mine in Durango.