AR Argonaut Gold Inc

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 contactus@kingsdaleshareholder.com.


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.


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, 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Argonaut Gold Inc.
Jeff Pritchard
Investor Relations
(775) 284-4422
Jeffrey.Pritchard@argonautgold.com
www.argonautgold.com

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