CONDICIONES DE ADMISION-

The Nominating, Compensation and Governance Committee has adopted an annual “Say on Pay” Policy, whereby the Corporation’s shareholders are provided with an opportunity to participate in an advisory vote on the annual remuneration of the Named Executive Officers (“NEO’s”) at the annual shareholder meeting.

While the advisory vote is non-binding, the Nominating, Compensation and Governance Committee and the Board will take into account the results of the vote, as they consider appropriate, when considering past, current and future compensation, policies, procedures and decisions. In addition, the Corporation is committed to ensuring that it communicates effectively and responsibly with shareholders, other interested parties and the public. As part of that commitment, the Corporation periodically engages certain shareholders and governance stakeholders directly to discuss the approach to executive compensation. The Corporation offers shareholders a method to communicate directly with the independent Chairman of the Board in writing to: James E. Kofman, Chairman of the Board, Argonaut Gold Inc., c/o Sander Grieve, Bennett Jones LLP, 3400 One First Canadian Place, 100 King Street West, P.O. Box 130, Toronto, Ontario, Canada, M5X 1A4.

The Corporation’s Governance Guidelines provide that, if a majority or significant proportion of the shares represented in person or by proxy at the meeting are voted against the advisory resolution, the Chairman of the Board will oversee a process to seek a better understanding addressing the shareholders’ specific concerns. The Nominating, Compensation and Governance Committee will consider the results of this process and, as it considers appropriate, will review the approach to the executive compensation in the context of shareholders’ specific concerns and may make recommendations to the Board of Directors. Following the review by the Nominating, Compensation and Governance Committee, the Board intends to disclose a summary of the process undertaken and an explanation of any resulting changes to executive compensation.

Board Committees

The Corporation has three committees: the Audit Committee, the Nominating, Compensation and Governance Committee, and the Safety, Health, Environment, Sustainability and Technical Committee. The Committee Charters are available at the Corporation’s website at www.argonautgold.com.

Audit Committee

The Audit Committee, on behalf of the Board of Directors, has responsibility for:

a) reviewing the financial statements of the Corporation and recommending whether such statements should be approved by the Board of Directors;

b) appointing, retaining and terminating the independent auditors;

c) reviewing the scope of the audit to be conducted by the external and internal auditors of the Corporation; d) reviewing the auditors' fees and assessing the performance of external and internal auditors and the nature

and cost of other services provided by such auditors;

e) reviewing all public disclosure documents containing financial information before release;

f) reviewing all post-audit or management letters containing material recommendations of the external auditor and management's response in respect of any identified material weakness; and

g) having such other duties, powers and authorities as the Board of Directors may delegate to the Audit Committee from time to time.

The members of the Audit Committee have the right, for the purpose of performing their duties, to inspect all the books and records of the Corporation and its affiliates, and to discuss such accounts and records and any matters relating to the financial position or condition of the Corporation with the auditors of the Corporation or its affiliates. The Audit Committee is composed of a minimum of three directors. Each member of the Audit Committee must be independent and financially literate; as such terms are defined by National Instrument NI 52-110 – Audit Committees, published by the Canadian Securities Administrators. The text of the Audit Committee Charter is attached hereto as Schedule "B".

Nominating, Compensation and Governance Committee

The Nominating, Compensation and Governance Committee has responsibility to:

a) recommend the compensation of the CEO to the Board of Directors and approve the compensation of the other officers of the Corporation;

b) exercise the powers conferred on it by the Board of Directors with respect to option and share purchase plans;

c) review annually, or more often if it deems appropriate, succession plans for key executives, performance appraisals (having regard to the criteria referred to under “Executive Annual Incentive Plan”), development of senior officers, senior management organization and reporting structure, contingency plans in the event of the unexpected disability of key executives, and performance and funding of pensions and other benefits. d) identify and recommend individuals for nomination as members of the Board and its committees;

e) develop and recommend to the Board of Directors corporate governance principles applicable to the Corporation; and

f) undertake such other duties as the Board of Directors may choose from time to time.

The Nominating, Compensation and Governance Committee is composed of not fewer than three members, all of whom shall be independent directors.

Safety, Health, Environment, Sustainability and Technical Committee

The Safety, Health, Environment, Sustainability and Technical Committee has responsibility to:

a) review and discuss with management the safety, health, sustainability and environmental policies of the Corporation and, where appropriate, recommend revisions to those policies to the Board;

b) review management's plans and actions with respect to sustainable development and support for communities within the area of the Corporation's operations; and

c) maintain oversight of the technical aspect of the Corporation's material exploration, development, permitting and mining operation and make recommendations to the Board.

The Safety, Health, Environment, Sustainability and Technical Committee is composed of a minimum of three members, all of whom shall be independent directors.

Board of Directors

The Board of Directors has a responsibility to:

a) to the extent feasible, satisfy itself as to the integrity of the chief executive officer (the “CEO”) and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization;

b) adopt a strategic planning process and approving, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business;

c) identify the principal risks of the Corporation’s business, and ensuring the implementation of appropriate systems to manage these risks;

d) perform succession planning (including appointing, training and monitoring senior management); e) adopt and maintain a communication policy for the Corporation;

f) monitor the Corporation’s internal control and management information systems;

g) develop the Corporation’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Corporation; and

h) monitor compliance with the Corporation’s Code of Ethics and Business Conduct Guidelines.

As additional members join the Board of Directors and as the needs of the Corporation change, the Board of Directors will review the need for, and establish as appropriate, additional committees.

Meetings of the Board and Committees of the Board

During the year ended December 31, 2015, the Board met ten times. During that same period, the Audit Committee met on four occasions, the Nominating, Compensation and Governance Committee met on five occasions and the Safety, Health, Environment, Sustainability and Technical Committee met on two occasions. The following table provides details regarding director attendance at Board and committee meetings during the year ended December 31, 2015. Director Number Attended % Attended Number Attended % Attended Number Attended % Attended Number Attended % Attended

Peter C. Dougherty(1) 10 100 n/a - n/a - n/a - Brian J. Kennedy(2) 10 100 4 100 n/a - n/a - James E. Kofman(3) 10 100 4 100 5 100 n/a - Christopher R. Lattanzi 10 100 4 100 n/a - 2 100 Peter Mordaunt 10 100 n/a - 5 100 2 100 Dale C. Peniuk 10 100 4 100 5 100 n/a - David H. Watkins 9 90 n/a - 5 100 2 100

Meeting Type Committees Safety, Health, Environment, Sustainability and Technical

Board of Directors Audit

Nominating, Compensation and

Governance

Notes:

(1) _{Mr. Peter C. Dougherty was not a member of any committee of the Board during the year ended December 31, 2015.}

(2) _{Mr. Kennedy retired as Chairman and as Director of the Corporation, on December 10, 2015 and December 31, 2015, respectively.} (3) _{Mr. James E. Kofman was appointed Chairman of the Board on December 10, 2015.}

Code of Ethics and Business Conduct Guidelines

The Corporation maintains a written Code of Ethics and Business Conduct Guidelines (the "Code") for all directors, executive officers and employees, requiring adherence to high standards of personal and corporate conduct. All directors, all US employees and all managers at non-US locations of the Corporation annually acknowledge (in writing) adherence to the Code. The Corporation's Code is available for review at www.argonautgold.com, and is also filed with the Canadian Securities Administrators in the SEDAR filing system.

Employees who know of violations of the Code are obligated to report them to management, to the Chairman of the Board, to the Nominating, Compensation and Governance Committee, to the Corporation's legal counsel or directly to the Corporation's Chief Financial Officer (the "CFO"). The CFO is responsible for ensuring the Code is properly implemented and monitored. It is the Corporation's policy and intent that, except for knowingly reporting false accusations, every employee may report Code, policy or law violations without fear of retaliation.

This statement of corporate governance practices has been developed and approved by the Board of Directors.