Amerigo Completes Review of Director's AGM Election Status

Amerigo Resources Ltd. (ARG) announced that its Board of Directors has declined to accept the resignation of Director Margot Naudie following a "Majority Withhold Vote" at the company’s Annual General Meeting on April 27, 2026. The resignation had been tendered by Ms. Naudie after proxy advisory firms classified her as "over-boarded" due to her service on six public company boards.

Ms. Naudie immediately offered her resignation, effective upon Board acceptance, and remained on the Board while the Corporate Governance, Nominating and Compensation Committee evaluated the offer. The withhold vote was triggered because Ms. Naudie received more votes withheld than votes in favor of her election, activating the Company's Majority Voting Policy. The underlying reason for the negative recommendation was that a proxy advisory firm deemed her service on six boards excessive.

To address the governance concern, Ms. Naudie stepped down from two public company directorships effective June 24, 2026. This action reduced her total public board service to four companies, thereby resolving the "over-boarding" issue. Following this development, the Committee recommended against accepting the resignation. The Board agreed that the resolution of the over-boarding concern constituted "extraordinary circumstances" under the Policy and determined that retaining Ms. Naudie serves the best interests of the Company and its shareholders. Consequently, Ms. Naudie will continue to serve as a director of Amerigo Resources Ltd.