/T


HIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN

THE UNITED STATES

/

Trading Symbol: TSX:AR

TORONTO


,


Nov. 9, 2022


/CNW/ – Argonaut Gold Inc. (TSX: AR) (”

Argonaut

” or the ”

Company

“) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Cormark Securities Inc. (collectively, the ”

Underwriters

“), pursuant to which the Underwriters have agreed to purchase for resale, on a “bought deal” basis, 31,250,000 common shares of the Company to be issued as “flow-through shares” with respect to “Canadian development expenses” (”

CDE

“) (within the meaning of the

Income Tax Act

(

Canada

) and the regulations thereunder in force as of the date hereof (the ”

Tax Act

“)) (the ”

CDE Flow-Through Shares

“) at a price of

$0.48

per CDE Flow-Through Share (the ”

CDE Offering Price

“) for gross proceeds of

$15 million

(the ”

Offering

“).

The Underwriters have also been granted an option, exercisable in whole or in part up to 48 hours prior to the closing of the Offering, to sell up to that number of additional CDE Flow-Through Shares at the CDE Offering Price, equal to 15% of the number of CDE Flow-Through Shares issued pursuant to the Offering.

The proceeds from the sale of the CDE Flow-Through Shares will be used on development expenses on the Magino project as permitted under the Tax Act to qualify as CDE.  The Company will renounce all such CDE in favour of the subscribers of the CDE Flow-Through Shares effective on or before

May 31, 2023

.

The CDE Flow-Through Shares will be offered by way of a prospectus supplement to the Company’s short form base shelf prospectus dated

June 2, 2022

, to be filed in all of the provinces and territories of

Canada

(other than the province of Québec) and some may be resold in

the United States

pursuant to an exemption from the registration requirements of the

United States Securities Act of 1933

, as amended (the ”

U.S. Securities Act

“) and in such other jurisdictions outside of

Canada

and

the United States

as agreed to by the Company, in each case in accordance with all applicable laws and provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

Closing is expected on or about

November 17, 2022

and is subject to Toronto Stock Exchange and other necessary regulatory approvals.

The CDE Flow-Through 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,

United States

persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in

the United States

, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Argonaut Gold

Argonaut Gold is a Canadian gold company engaged in exploration, mine development and production. Its primary assets are the

El Castillo

mine and

San Agustin

mine, which together form the El Castillo Complex in

Durango, Mexico

, the

La Colorada

mine in

Sonora, Mexico

and the Florida Canyon mine in

Nevada, USA

. The Company also holds the construction stage Magino project, the advanced exploration stage

Cerro del Gallo

project and several other exploration stage projects, all of which are located in

North America

.

For more information, contact: Argonaut Gold Inc.

Joanna Longo

Investor Relations Phone: 416-575-6965 Email:

[email protected]

Caution Regarding Forward-Looking Information

This news release contains certain “forward-looking statements” and “forward-looking information” under applicable Canadian securities laws concerning the business, operations and financial performance and condition of Argonaut Gold. Forward- looking statements and forward-looking information in this news release include, but are not limited to, statements with respect to closing of the Offering, use of proceeds of the Offering, tax treatment of the CDE Flow Through Shares, timing of the renunciation of the development expenses. Except for statements of historical fact relating to Argonaut, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of the management of Argonaut at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of Argonaut and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include risks of the mining industry, the spread of COVID-19 and the impact of government policies to ameliorate COVID-19, failure of plant, equipment or processes to operate as anticipated, changes in market conditions, variations in ore grade or recovery rates, risks relating to international operations, fluctuating metal prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses and labour disputes. These factors are discussed in greater detail in Argonaut’s (i) most recent Annual Information Forms, and (ii) most recent Management Discussion and Analysis, which are each filed on Argonaut’s SEDAR profile and provide additional general assumptions in connection with these statements. Argonaut cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Argonaut believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this presentation should not be unduly relied upon. These statements speak only as of the date of this presentation. Although Argonaut have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Argonaut undertakes any obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the mineralization that will be encountered if the property is developed. Comparative market information is as of a date prior to the date of this document.

SOURCE Argonaut Gold Inc.

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