Amerigo Completes Review of Director's AGM Election Status

Rhea-AI Summary

Amerigo Resources (OTCQX:ARREF) completed its review of director Margot Naudie's election status after the April 27, 2026 AGM. Although all nominees were re-elected, Naudie received a Majority Withhold Vote and tendered a conditional resignation under Amerigo's Majority Voting Policy.

The Corporate Governance, Nominating and Compensation Committee attributed the vote outcome to a proxy advisory firm's "over-boarded" assessment, as Naudie then sat on six public boards. After she stepped down from two boards on June 24, 2026, reducing her roles to four and addressing the over-boarding concern, the Committee recommended the Board not accept her resignation. The Board declined the resignation, and Naudie will continue serving as a director.

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Vancouver, British Columbia--(Newsfile Corp. - July 7, 2026) - Amerigo Resources Ltd. (TSX: ARG) (OTCQX: ARREF) ("Amerigo" or the "Company") announces that it has completed its review of the election status of director Margot Naudie following the Company's Annual General Meeting held on April 27, 2026 (the "AGM").

At the Company's AGM, all director nominees were re-elected to the Board of Directors of the Company (the "Board") (see Amerigo's news release dated April 28, 2026). However, Ms. Naudie received a greater number of votes withheld than votes in favour of her election as a director of the Company (the "Majority Withhold Vote"). In accordance with the Company's Majority Voting Policy (the "Policy"), Ms. Naudie immediately tendered an offer to resign as a director of the Company (the "Resignation Offer"), effective only upon acceptance by the Board. Ms. Naudie has continued to serve as a director of the Company while the members of Amerigo's Corporate Governance, Nominating and Compensation Committee (the "Committee") evaluated the Resignation Offer in accordance with their fiduciary duties to and in furtherance of the best interests of the Company and its shareholders.

The Committee understands that Ms. Naudie did not receive a majority of votes in favour of her election due to a recommendation made by a proxy advisory firm that considered Ms. Naudie to be "over-boarded" by virtue of serving on the board of directors of six public companies. Ms. Naudie subsequently took steps to reduce her public company board commitments and ceased to be a director of two of the companies on June 24, 2026. As a result, Ms. Naudie serves as a director of four public companies and is no longer considered "over-boarded" under proxy advisory firms' guidelines.

The Committee recommended to the Board that Ms. Naudie's resignation not be accepted. Based on the Committee's recommendation, the Board determined that the resolution of the over-boarding concern that gave rise to the Majority Withhold Vote constituted extraordinary circumstances under the Policy and that accepting the Resignation Offer would not be in the best interests of the Company and its shareholders. Accordingly, the Board has declined to accept the Resignation Offer, and Ms. Naudie will continue to serve on the Board.

About Amerigo

Amerigo Resources Ltd. is an innovative copper producer with a long-term relationship with Corporación Nacional del Cobre de Chile ("Codelco"), the world's largest copper producer.

Amerigo produces copper concentrate and molybdenum concentrate as a by-product at the MVC operation in Chile by processing fresh and historic tailings from Codelco's El Teniente mine, the world's largest underground copper mine. Tel: (604) 681-2802; Web: www.amerigoresources.com; Listing: (TSX: ARG).

For further information, please contact:

Aurora Davidson	Graham Farrell
President and CEO	Investor Relations
(604) 697 6207	(416) 842-9003
ad@amerigoresources.com	graham@northstarir.ca

 

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304140

FAQ

What did Amerigo Resources (ARREF) decide about director Margot Naudie's resignation after the April 2026 AGM?

Amerigo Resources' Board declined to accept director Margot Naudie's offered resignation. According to Amerigo, its Committee reviewed the Majority Withhold Vote and, after governance changes reduced her other board roles, recommended she remain on the Board.

Why did Amerigo Resources (ARREF) director Margot Naudie receive a Majority Withhold Vote at the April 27, 2026 AGM?

Margot Naudie received more votes withheld than in favour at Amerigo's 2026 AGM. According to Amerigo, a proxy advisory firm viewed her as "over-boarded" because she then served on six public company boards.

How did Margot Naudie address over-boarding concerns affecting Amerigo Resources (ARREF) shareholder voting?

Margot Naudie reduced her public company board commitments from six to four directorships. According to Amerigo, she ceased being a director of two companies on June 24, 2026, resolving the proxy advisory over-boarding concern.

How does Amerigo Resources' Majority Voting Policy apply to director elections like Margot Naudie's in 2026?

Amerigo's Majority Voting Policy requires a director with a Majority Withhold Vote to offer to resign. According to Amerigo, Naudie tendered a conditional resignation, which the Committee reviewed before the Board decided whether to accept it.

Why did Amerigo Resources' Board keep Margot Naudie as a director despite the Majority Withhold Vote (ARREF)?

The Board viewed the resolved over-boarding issue as an extraordinary circumstance under its Policy. According to Amerigo, it concluded accepting Naudie's resignation would not serve the best interests of the company or its shareholders.