21 October 2015

ASX Market Announcements ASX Limited

Level 6, Exchange Centre 20 Bridge Street Sydney NSW 2000

AGM NOTICE AND PROXY FORM

Argonaut Resources NL advises that the following documents will be sent to shareholders on Wednesday 21 October 2015:

• Notice of Annual General Meeting 2015

• Proxy Form

• Annual Report (to those shareholders who have requested it) The Notice of Annual General Meeting and Proxy Form are attached.

Enquiries:

Andrew Bursill ‐ Company Secretary +61 2 9929 9690

Sydney

Suite 4, Level 9, 341 George Street, Sydney, NSW, 2000, Australia

Phone: +61 2 9299 9690, Fax: +61 2 9299 9609, Email: [email protected]

Laos

House 073, Unit 19, Rue Heng Boun Noy

Ban Haisok, Chanthabury District Vientiane, Lao PDR

Phone: +856 21 222 887, Fax: +856 21 243 775, Email: [email protected]

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ABN 97 008 084 848

Suite 4, Level 9, 341 George Street Sydney NSW 2000

Phone: 02 9299 9690 Fax: 02 9299 9629

LETTER TO SHAREHOLDERS

29 September 2015

Dear Shareholder

Annual General Meeting

On behalf of the Board, I am pleased to invite you to attend the Annual General Meeting of Argonaut Resources NL (the Company). This will be held at 10.00am (AEDT) on Friday, 20 November 2015 at:

The offices of Franks & Associates Suite 4, Level 9

341 George Street

Sydney NSW 2000

Enclosed are the following documents:

• Notice of Meeting and Explanatory Statement;

• Proxy Form for the Annual General Meeting; and

• Annual Report for the year ended 30 June 2015, for those Shareholders who have requested a printed copy.

If you are unable to attend the Meeting, I encourage you to appoint a proxy, by following the instructions on page 3 of the Notice of Meeting. You may also provide questions or comments in advance of the Meeting, by contacting the Company Secretary, using the details set out on page 15 of the Notice.

Important notice - 2015 Annual Report

Shareholders are reminded that the Annual Report is only mailed to those Shareholders who have elected to receive it in hard copy. The 2015 Annual Report can be viewed on the Company's website at http://www.argonautresources.com/irm/content/annual- reports.aspx?RID=305.

We look forward to seeing you at the Annual General Meeting. Yours faithfully

Patrick Elliott Chairman

ARGONAUT RESOURCES NL ABN 97 008 084 848

NOTICE OF ANNUAL GENERAL MEETING

TIME: 10.00am (AEDT)

DATE: Friday, 20 November 2015

PLACE: The offices of Franks & Associates Suite 4, Level 9

341 George Street

Sydney NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, using the contact details on page 15.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed Resolutions) 5

Explanatory Statement (explaining the proposed Resolutions) 8

Proxy Form Separate

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out on page 5.

APPOINTING A PROXY

A Shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote at the Meeting on their behalf. A proxy does not need to be a Shareholder of Argonaut.

If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the percentage or number of votes each proxy can exercise. If the proxy form does not specify the percentage or number of the Shareholder's votes that each proxy may exercise, each proxy may exercise half of the Shareholder's votes on a poll. Fractions will be disregarded.

To appoint a proxy online, go to www.linkmarketservices.com.au and click the 'Investor & Employee Login' button. You will need your HIN (holder identification number) or SRN (shareholder reference number) to log in.

Alternatively, you can appoint a proxy by completing and signing the enclosed proxy form and sending the form to:

1. by post to Link Market Services at Locked Bag A14, Sydney South NSW 1235 Australia; or

   
   

2. by fax to Link Market Services at (+61 2) 9287 0309.

The deadline for receipt of proxy appointments is 10.00am (AEDT) on Wednesday, 18 November 2015.

Proxy appointments received later than this time will be invalid. POWER OF ATTORNEY

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is

sent with the proxy form, unless the power of attorney has already been provided to the Share Registry.

CORPORATE REPRESENTATIVES

If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

An appointment of corporate representative form may be obtained from Link Market Services by calling (+61) 1300 554 474 or online at http://www.linkmarketservices.com.au/corporate/InvestorServices/Forms.html.

NOTICE OF ANN UAL GEN E RAL MEETING

Notice is given that the Annual General Meeting (AGM) of Shareholders of Argonaut Resources NL will be held at the offices of Franks & Associates, Suite 4, Level 9, 341 George Street, Sydney, NSW, 2000, at 10.00am (AEDT) on Friday, 20 November 2015. Registration will open at 9.30am (AEDT).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the AGM. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

The Directors have determined under Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company at 7.00pm (AEDT) on Wednesday, 18 November 2015.

AGENDA

ADOPTION OF ANNUAL REPORT

To receive and consider the Annual Financial Report, the Directors' Report and the Auditor's Report for the year ended 30 June 2015.

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolutions below, which will be proposed as Ordinary Resolutions:

1. RESOLUTION 1 - RE-ELECTION OF DIRECTOR - MR PATRICK ELLIOTT

   'That Mr Patrick Elliott be re-elected as a Director of the Company.'

   
   

2. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR MALCOLM RICHMOND

   'That Mr Malcolm Richmond be re-elected as a Director of the Company.'

   
   

3. RESOLUTION 3 - ADOPTION OF THE REMUNERATION REPORT

   'To adopt the Argonaut Remuneration Report for the year ended 30 June 2015.'

   
   

   Shareholders will be asked to consider, and if thought fit, to pass the Resolution below, which will be proposed as Special Resolution:

   
   

4. RESOLUTION 4 - APPROVAL OF 10% CAPACITY TO ISSUE EQUITY SECURITIES

'That for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital in the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.'

DATED: 29 September 2015

BY ORDER OF THE BOARD

ARGONAUT RESOURCES NL

ANDREW BURSILL, COMPANY SECRETARY

Voting Exclusion Statement

For the definitions of Key Management Personnel (KMP) and Closely Related Parties, please refer to the Glossary on page 16.

The Corporations Act restricts members of the KMP of the Company and their Closely Related Parties from voting in relation to remuneration related Resolutions (such as Resolution 3).

In addition, separate voting restrictions apply in respect of Resolution 4 under the ASX Listing Rules.

What this means for Shareholders: If you intend to appoint a member of the KMP (other than the Chairman of the Meeting) as your proxy, please ensure that you direct them how to vote on Resolution 3. If you do not do so, your proxy will not be able to vote on your behalf on Resolution 3.

If you intend to appoint the Chairman of the Meeting as your proxy, you are encouraged to direct him how to vote by marking a box for Resolution 3 (for example if you wish to vote for, or against, or to abstain from voting). If you appoint the Chairman as your proxy without directing him how to vote, the proxy form authorises him to vote as he decides on Resolution 3 (even though those Resolutions are connected with the remuneration of KMP). The Chairman of the Meeting intends to vote in favour of Resolution 3 (where permissible).

The Company will disregard votes cast on Resolutions 3 and 4 by the persons detailed in the table below.

Securities - any associates of those persons.

However, the Company need not disregard a vote cast as proxy for a person who is entitled to vote on Resolution 4 if:

• the vote is cast in accordance with the directions on the proxy form, specifying how the proxy is to vote on the Resolution; or

• the vote is cast by the Chairman of the Meeting, in accordance with a direction on the proxy form, to vote as the proxy decides.

EXPLANA TORY STATEMEN T

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held on Friday, 20 November 2015 at 10.00am (AEDT).

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. ANNUAL REPORT

   
   

   The business of the Meeting will include receipt and consideration of the Company's Annual Financial Report, the Directors' Report and the Auditor's Report for the year ended 30 June 2015, which are included in Argonaut's Annual Report.

   
   

   In accordance with the Corporations Act 2001, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Annual Report, and on the management of Argonaut.

   
   

   The Company's auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on:

   
   

   • the conduct of the audit;

   • the preparation and content of the Auditor's Report;

   • the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and

   • the independence of the auditor in relation to the conduct of the audit.

   Written questions for the auditor

   
   

   If you would like to submit a written question about the content of the Auditor's Report or the conduct of the audit of the Annual Financial Report to the Company's auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

   
   

   Please note that all written questions must be received at least five business days before the Meeting, that is by Friday, 13 November 2015.

   
   

2. RE-ELECTION OF DIRECTORS

   
   

   Clause 6.5(a) of the Constitution requires that one third of the Directors (or if their number is not a multiple of three, then the number nearest one third) must retire at each annual general meeting. It also provides that a Director who retires under clause 6.5(a) is eligible for re-election. A Managing Director (if any) is exempt from this requirement.

   
   

   ASX Listing Rule 14.4 requires that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is longer.

   
   

   RESOLUTION 1 - MR PATRICK ELLIOTT

   
   

   Mr Elliott will retire by rotation and seeks re-election in accordance with clause 6.5(a) of the Constitution and ASX Listing Rule 14.4.

   
   

   Brief Curriculum Vitae of Mr Elliott

   Non-Executive Chairman

   
   

   Experience and expertise

   Mr Elliott has been non-executive Chairman of Argonaut Resources NL for over 12 years. He is an investment banker who has 40 years' experience in financial management and resource investment and development.

   
   

   Current directorships of other listed companies

   Chairman of Variscan Mines Limited and Cap-XX Limited (Listed on AIM in the UK) and Director of Global Geoscience Limited.

   
   

   Former directorships of other listed companies in the last three years

   Cuesta Coal Limited

   
   

   Special responsibilities

   None

   
   

   Board recommendation: During 2015, the Non-executive Directors reviewed Mr Elliott's performance and provided him with feedback. Following that review, the Directors (with Mr Elliott abstaining) unanimously recommend the re-election of Mr Elliott.

   
   

   RESOLUTION 2 - MR MALCOLM RICHMOND

   
   

   Mr Richmond will retire by rotation and seeks re-election in accordance with clause 6.5(a) of the Constitution and ASX Listing Rule 14.4.

   
   

   Brief Curriculum Vitae of Mr Richmond

   Non-Executive Director

   
   

   Experience and expertise

   Professor Richmond is a qualified metallurgist and economist with extensive board experience in the resource and technology industries. He is a fellow of the Australian Academy of Technological Sciences & Engineering and the Australian Institute of Mining and Metallurgy. Professor Richmond spent 30 years with the Rio Tinto and CRA Groups including the position of managing director of research and development and vice president strategy and acquisitions. Immediately prior to his retirement he held the position of managing director of development at Hamersley Iron Pty Limited.

   
   

   Professor Richmond served as a visiting professor at the University of Western Australia until January 2012, teaching in the MBA programme.

   
   

   Current directorships of other listed companies

   Chairman of Strike Resources Limited.

   
   

   Former directorships of other listed companies in the last three years

   Water Resources Group Limited, Cuervo Resources Inc (listed on CSE) and Advanced Braking Technology Limited.

   
   

   Special responsibilities

   None

   
   

   Board recommendation: During 2015, the Non-executive Directors reviewed Mr Richmond's performance and provided him with feedback. Following that review, the Directors (with Mr Richmond abstaining) unanimously recommend the re-election of Mr Richmond.

   
   

3. RESOLUTION 3 - ADOPTION OF REMUNERATION REPORT

   
   

   The Remuneration Report is set out in the Annual Report. The Remuneration Report details the Company's remuneration arrangements for the Directors and senior management of the Company.

   S250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 3 is advisory only and not binding on the Company or its Directors.

   However, under the Corporations Act, if at least 25% of the votes cast on Resolution 3 are against the adoption of the Remuneration Report then:

   • if comments are made on the Remuneration Report at the Meeting, Argonaut's 2016 Remuneration Report will be required to include an explanation of the Board's proposed action in response or, if no action is proposed, the Board's reasons for this; and

   • if, at next year's AGM, at least 25% of the votes cast on the resolution for adoption of the 2016 Remuneration Report are against it, Argonaut will be required to put to Shareholders a resolution proposing that an Extraordinary General Meeting (EGM) be called to consider the election of Directors (Spill Resolution). If the Spill Resolution is passed (i.e. more than 50% of the votes cast are in favour of it), all of the Directors (other than the Managing Director) will cease to hold office at the subsequent EGM, unless re-elected at that Meeting.

   Last year, a resolution was passed to adopt the 2014 Remuneration Report, with in excess of 75% of votes cast in favour of the resolution on a poll.

   In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Remuneration Report.

   Board recommendation: The Remuneration Report forms part of the Directors' Report, which was approved in accordance with a unanimous resolution of the Board. Each Non-Executive Director recommends that Shareholders vote in favour of adopting the Remuneration Report.

   
   

4. RESOLUTION 4 - APPROVAL OF 10% CAPACITY TO ISSUE EQUITY SECURITIES

   
   

   ASX Listing Rule 7.1

   
   

   
   

   ASX Listing Rule 7.1 restricts listed companies in relation to the number of equity securities that they can issue or agree to issue without shareholder approval. Generally, a listed company cannot, in any 12 month period, issue a number of equity securities which is more than 15% of their fully paid ordinary shares on issue without shareholder approval (15% limit), unless an exception applies. The Company has not exceeded this 15% limit.

   
   

   ASX Listing Rule 7.1A

   
   

   ASX Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of their issued capital through placements over a 12 month period after an annual general meeting. This 10% placement capacity (10% limit) is in addition to the Company's 15% limit under ASX Listing Rule 7.1.

   
   

   An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

   
   

   Shareholder approval

   
   

   Shareholder approval is now sought in accordance with ASX Listing Rule 7.1A to give the Company the ability to issue equity securities under the 10% limit. Resolution 4 must be passed as a Special Resolution, meaning that at least 75 per cent of the votes cast at the AGM must be in favour of Resolution 4.

   
   

   Current securities on issue

   
   

   As at the date of this Notice, the Company has the following classes and numbers of equity securities on issue:

   
   

   Security Class	Number on issue
   Shares	443,791,701
   Listed Options, exercise price $0.06, expiry date 31 March 2017	38,004,957
   Unlisted Options, exercise price $0.15, expiry date 11 December 2015	10,000,000
   Unlisted Options, exercise price $0.10, expiry date 31 December 2015	7,000,000

   
   

   Duration of approval of 10% limit

   
   

   Shareholder approval of the 10% limit under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

   
   

5. the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

6. the date of the approval by shareholders of a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking),(the period of approval).




Formula for calculation of 10% limit