Nativo Resources Regulatory News (NTVO)

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.

30 May 2025

Nativo Resources Plc

("Nativo" or the "Company")

Convertible Loan Note Issue

Nativo Resources plc (LON:NTVO), which has interests in gold mines in Peru, announces that it has entered into an agreement with an investor (the "Noteholder") concerning the creation of 315,000 £1.00 interest-free convertible loan notes (the "Notes") to raise net proceeds of £300,000. The net proceeds from the Notes will be applied towards the advancement of the Company's precious metals mining projects in Peru and general working capital.

The Noteholder may from time to time, by written notice to the Company (a "Conversion Notice"), require the conversion of all or any of the Notes then outstanding into Ordinary Shares. The resulting number of Ordinary Shares to be issued to the Noteholder shall be calculated at a price per Ordinary Shares (the "VWAP Conversion Price") equal to 71% of the lowest closing volume-weighted average price of an Ordinary Share over the five trading days ending on the day prior to the date of service of the Conversion Notice.

The Noteholder shall not submit a Conversion Notice to the extent that, from time to time, the issue of the resulting Ordinary Shares to the Noteholder would result in the Noteholder (and any persons treated, under the City Code, as acting in concert with the Noteholder) being interested in, in aggregate, more than 29.9% of the total voting rights attaching to shares in the capital of the Company.

The Company may at any time on five Business Days' prior written notice to the Noteholder ("Redemption Notice") redeem all (but not part) of the Notes then outstanding by paying to the Noteholder in cash an amount equal to 125% of the principal amount of the Notes then outstanding.

On the date falling twelve months from the issue of the Notes, the principal amount of the Notes then outstanding shall be automatically converted in full into Ordinary Shares without the need to serve a Conversion Notice, save that, to the extent any such conversion would otherwise result in the Noteholder (and any persons treated, under the City Code, as acting in concert with the Noteholder) being interested in, in aggregate, more than 29.9% of the total voting rights attaching to shares in the capital of the Company, the number of Notes so converting shall be reduced accordingly and any remaining balance of the Notes shall be redeemed in cash. The resulting number of Ordinary Shares to be issued to the Noteholder shall be calculated using the VWAP Conversion Price.

Stephen Birrell, Chief Executive Officer of Nativo, commented:

"We are pleased to have raised this funding, which will contribute essential capital towards our business plan including the resumption of gold mining at Bonanza and the initiation of gold mining at Morrocota, while allowing us to advance the feasibility study on our first tailings project."

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About Nativo Resources plc

Nativo has interests in gold mining and exploration projects in Peru.

Through a 50:50 joint venture established in July 2024 with an experienced local partner Nativo secured an opportunity to scale operations at the Tesoro Gold Concession, owning 50% of the production and resources.

In March 2025, Nativo acquired directly a 100% interest in the Morrocota Gold Mine, proximal to the Tesoro Gold Concession.

Longer-term, the Company plans to establish its own gold ore processing plant to retain a higher margin from production at its mines.

In March 2025, the Company, via its joint venture, also secured an option agreement to evaluate the opportunity to recover and sell gold and silver from the Toma La Mano tailings dump in the Ancash region and redeposit the tailings in line with legislation. The Company is investigating other similar regional tailings opportunities.

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