Bond Restructuring & Working Capital Updates

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

24 July 2025

Nativo Resources Plc

("Nativo" or the "Company")

Bond Restructuring & Working Capital Updates

Further to the publication of the bond restructuring Proposals on 20 May 2025 and the adjournments of Noteholder meetings held on 12 and 30 June 2025, Nativo Resources plc (LON:NTVO), which has interests in gold mines in Peru, provides the following update on the Proposals.  

For the adjourned meeting of the Noteholders held on 30 June 2025 (the "30 June Noteholder Meeting"), while the resolutions would have been carried on a count of votes, the level of voting instructions received to consider the Proposals was insufficient for the 30 June Noteholder Meeting to be quorate. The required quorum was 25% of the aggregate principal amount of the outstanding Notes and only 21% was reached. The Company and the Chairman of the 30 June Noteholder Meeting understood that certain Noteholders had voted but the relevant voting instructions had not been received in time to be counted for the 30 June Noteholder Meeting. The meeting was therefore adjourned again.

Given the delay in approving the Proposals, which include setting the rate of interest accrued on the Notes at 0% from 20 May 2025 (see 'Correction' note below) and deferring interest accruing from 31 March 2025 to 15 May 2032, the Company is technically in default of its obligation to pay interest to Noteholders on 30 June 2025, although it has received legal advice that interest is not due in the circumstances. The Company considers this to be a technical default given the support in favour of the Proposals from Noteholders to date, notwithstanding that the Noteholder meeting was unfortunately inquorate. If the Proposals (a) had been approved at the Noteholder Meeting or (b) are approved at the Adjourned Noteholder Meeting (defined below), then the Company will not be in default.

The Company is confident that the Adjourned Noteholder Meeting will be quorate, and the Proposals will be approved at that meeting. As previously announced, the Adjourned Noteholder Meeting to consider the Proposals in unchanged form will now be held at 10 a.m. on 30 July 2025 at the offices of Peterhouse Capital Limited, 80 Cheapside, London, EC2V 6EE, United Kingdom (the "Adjourned Noteholder Meeting").  

Voting instructions already lodged by Noteholders remain valid for the Adjourned Noteholder Meeting and the relevant Noteholders need take no further action to be represented at the Adjourned Noteholder Meeting. For those Noteholders who have not already submitted their vote, the Company encourages them to engage with their custodian and vote or appoint a representative to attend the meeting and cast their votes directly.

A circular providing Noteholders with notice of the Adjourned Noteholder Meeting was published on the Clearing systems on 4 July 2025 and is available from the Company's website at www.nativoresources.com.

The Board strongly recommends that the Proposals be supported to ensure the Company's ability to continue operating as a going concern and deliver on its business plan.

In accordance with normal practice, Apex Corporate Trustees (UK) Limited in its capacity as Trustee under the Trust Deed (the "Trustee") expresses no opinion on the information or statements included in this notice, and the Trustee recommend that any Noteholders who are in any doubt as to the information or statements included in this notice or as to what action they should take with regard to it should seek their own independent financial and legal advice. The Trustee is not responsible for, and has no liability in relation to, the accuracy, completeness, validity or correctness of the information, statements made or documents referred to in this notice or for any omissions from this notice or for any written or oral information made available to any person receiving this notice or its advisers and any such liability is expressly disclaimed.

Further to the Company's note on going concern in its Financial Statements for the year ended 31 December 2024 announced on 5 June 2025, the Company now expects (through the management of creditors and cash conservation) it will need to raise further funds by the end of August 2025 to continue as a going concern. Whilst there can be no certainty of success, the Company is in advanced discussions regarding further funding and expects to make a further announcement about this within the coming weeks.

Correction

In the 20 May 2025 announcement of the publication of the Proposals, it was incorrectly stated that the interest accrued on the Notes pursuant to the Proposals would be set at 0% "from 1 January 2025" whereas this should have stated "from 20 May 2025" as correctly set out in the consent solicitation memorandum published on 20 May 2025.

Terms used but not defined in this announcement have the same meaning as given to them in the Company's announcement and consent solicitation memorandum released on 20 May 2025.

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About Nativo Resources plc

Nativo has interests in gold projects in Peru. The Company's strategy is based on three core activities: primary gold mining, gold ore processing, and the recovery of gold from tailings. The Company has already acquired or optioned several projects for development and has identified additional opportunities for expansion. Nativo's nearest-term objective is to scale operations on the Tesoro Gold Concession, focusing on the Bonanza and Morrocota mines.

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This notice is given by Nativo Resources plc