Argonaut Gold Inc.

Argonaut Gold Inc.

April 25, 2012 11:06 ET

Argonaut Gold Update for Annual and Special Meeting of Shareholders

TORONTO, ONTARIO--(Marketwire - April 25, 2012) - Argonaut Gold Inc. ("Argonaut Gold" or the "Company") (TSX:AR), announced today that the Company has adopted certain amendments applicable to the business before its annual and special meeting of shareholders to be held on May 8, 2012 (the "Meeting"). The particulars of the amendments are set out below.

In reaction to comments of certain proxy advisory services firms, Argonaut Gold has renamed its Compensation and Governance Committee, the "Nominating, Compensation and Governance Committee". Argonaut Gold confirms that all members of this committee are independent directors, and that this committee has recommended nomination of all of the nominees for election to the Board of Directors of Argonaut Gold, including Mr. Pete Dougherty, the Company's President and Chief Executive Officer.

Further, Argonaut Gold has made the following amendments to its by-law which is being presented for approval at the Meeting: (i) increasing the quorum requirement for shareholder meetings to any two persons representing at least 25% of eligible votes, (ii) requiring all members of the audit committee to be independent directors (which conforms with the current practices of Argonaut Gold), and (iii) providing that the Chair of the Board of Directors shall not have a casting or second vote in the event of a tie vote.

The full text of the amended by-law will be available on the Company's profile on SEDAR at

About Argonaut Gold

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

Creating Value Beyond Gold

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, 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 presentation.

Contact Information