Argonaut Gold Inc.

Argonaut Gold Inc.

April 26, 2013 08:13 ET

Argonaut Gold Amends Annual Meeting Business in Response to ISS Comments

TORONTO, ONTARIO--(Marketwired - April 26, 2013) - Argonaut Gold Inc. ("Argonaut Gold" or the "Company") (TSX:AR), announced today that the Company has determined to amend its notice by-law amendment and its share incentive plan (the "Plan").

Following review by Institutional Shareholder Services Inc. ("ISS"), the Company has amended the By-law No. 2013-1 to remove the board discretion at Section 3.04A(ii)(b) and include the following additional provision to ensure board discretion to deal with matters which may arise:

(vii) Notwithstanding the foregoing, the board of directors may, in its sole discretion, waive any requirement in this Section 3.04A.

Also, in response to comments from ISS, Argonaut Gold has determined to amend the Plan to reduce the maximum number of common shares issuable under the Plan to a number equal to 6% of the issued and outstanding common shares of Argonaut from time to time, with the number of shares issuable as Awards (other than options) under the Plan to not exceed 1.2%.

Argonaut Gold notes that, to date, it has outstanding incentives under the Plan equal to only 2.6% of the common shares of Argonaut Gold. Argonaut Gold ranks at the top of its peer group in terms of pay for performance. The board and management are committed to maintaining this status.

Argonaut Gold appreciates the strong support of its shareholders, and reminds shareholders that it hopes for record participation in its meeting on May 7, 2013 at 11:00 am at the offices of Bennett Jones LLP at 3400, One First Canadian Place, Toronto, Ontario. As detailed in the circular sent to shareholders, proxies in connection with the meeting are due no later than 11:00 am (Eastern Daylight Time) on May 3, 2013. The amendments described above will be introduced at the meeting. Pursuant to the proxy forms, management nominees will vote in favour of the business described above, as amended.

For more information and assistance in voting your proxy, Argonaut shareholders are urged to contact Kingsdale Shareholder Services Inc. at 1-866-229-8166 or by email at

About Argonaut Gold

Argonaut Gold is a Canadian gold company engaged in exploration, mine development and production activities. Its primary assets are the production stage El Castillo Mine in Durango, Mexico and, the La Colorada Mine in Sonora, Mexico, the advanced exploration stage San Antonio project in Baja California Sur, Mexico, the recently acquired advanced exploration stage Magino project in Ontario, Canada and several exploration stage projects, all of which are located in North America.

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Cautionary Note Regarding Forward-looking Statements

This press release contains certain "forward-looking statements" and "forward-looking information" under applicable Canadian securities laws concerning the proposed transaction and the business, operations and financial performance and condition of Argonaut Gold Inc. ("Argonaut"). Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to estimated production and mine life of the various mineral projects of Argonaut; synergies and financial impact of completed acquisitions; the benefits of the development potential of the properties of Argonaut; the future price of gold, copper, and silver; the estimation of mineral reserves and resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; success of exploration activities; and currency exchange rate fluctuations. 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 management 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 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, labour disputes and other risks of the mining industry, failure of plant, equipment or processes to operate as anticipated. Although Argonaut has 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 no 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.

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