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Half-Year Report

RNS Number : 2750B

Nativo Resources Plc

29 September 2025

 

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.

 

29 September 2025

 

Nativo Resources Plc

("Nativo" or the "Company")

 

Half Year Report for the Six Months Ended 30 June 2025

 

Nativo Resources Plc (LON:NTVO), a gold-focused mining company with interests in Peru, presents its half year report for the six-month period ended 30 June 2025 (the "Period").

 

Highlights

·      Restructured the £1 million Spartan Loan, maturing in 2028, in January 2025.

·      Announced in March 2025 the signing of an option agreement for the Toma La Mano tailings project ("Toma La Mano").

·      Announced in April 2025 the completion of the Morrocota Gold Mine ("Morrocota") acquisition, located in Arequipa province, 3km from the Bonanza Gold Mine ("Bonanza").

·      Secured permits and land for a part-built gold ore processing plant 45km from Tesoro known as La Patona in April 2025.

·      Announced in May 2025 reduced capital requirements and timescales for La Patona.

·      Raised gross total proceeds of c.£544,000 via share issues during the Period.

·      Announced in May 2025 that Christian Yates had transitioned from Non-Executive to Executive Chairman.

 

For further information please contact:

Nativo Resources
Stephen Birrell, Chief Executive Officer
Via Vigo Consulting
nativo@vigoconsulting.com
Zeus (Nominated Adviser and Joint Broker)
James Joyce
James Bavister
Tel: +44 (0)20 3829 5000
Peterhouse Capital limited (Joint Broker)
Duncan Vasey
Lucy Williams
Rose Greensmith
Tel: +44 (0)20 7469 0930
Vigo Consulting (Investor Relations)
Ben Simons
Peter Jacob
Anna Sutton
Tel: +44 (0)20 7390 0234
nativo@vigoconsulting.com
  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. Nativo intends to allocate portions of free cash flow from mining and processing activities, and from future fund raises, to Bitcoin purchases and to hold Bitcoin as a long-term treasury reserve asset.       Follow us on social media:   LinkedIn: https://uk.linkedin.com/company/nativoresources-plc X: https://x.com/nativoresources Chairman and Chief Executive Officer's Statement Nativo has now fully repositioned itself as a small-scale gold miner in areas that offer the opportunity for near term production and cash flow, and the potential to rapidly build a resource inventory. In line with this strategy, the Company rebranded as Nativo Resources Plc. Accordingly, Nativo's core strategy is as follows: ·      Achieve early cash flow from formalised artisanal mining in Peru, initially from the Bonanza and Morrocota mines at the Tesoro Gold Concession in the Nazca-Ocona gold corridor, Arequipa region of southern Peru. ·      Develop a gold ore processing plant, replacing use of third-party tolling plants, to process ore supplied by artisanal small-scale mining ("ASM") operations on a fixed margin basis in addition to Nativo's own production. ·      Secure and clean tailings deposits known to contain gold and silver. ·      Acquire other ASM gold mines with a short runway to production and where the level of indicated resource is attractive. ·      Establish relationships with local partners who have the resources and competence to execute. ·      Use cash flow from operations to boost production and scale operations. New projects will only be considered that are either in production or pre-production, meaning that they can be brought into production within 12 months with a low initial investment, resulting in early profitability and with the potential to scale. Significant milestones achieved over the past six months include the following: ·      Restructured the £1 million Spartan Loan, maturing in 2028, in January 2025. ·      Share consolidation to rationalise the issued share capital and bring it into line with other listed companies in February 2025. ·      Signed up the first tailings deposit of 1.8 million tonnes in March 2025 at Tomo La Mano in the Ancash region of Peru. ·      Acquired the Morrocota gold mine in April 2025, adjacent to the Bonanza gold mine - increasing gold estimates for both mines to 51,000 ounces. ·      Secured permits and land for a part-built gold ore processing plant 45km from Tesoro known as La Patona in April 2025. ·      Announced in May 2025 reduced capital requirements and timescales for La Patona. Significant milestones announced after the Period: ·      Restructured the €10 million Eurobond in July 2025 to a 0% coupon convertible loan maturing in 2032, should no conversion take place beforehand. ·      Adopted a Digital Asset Treasury policy in July 2025 whereby free cash flow from mining and processing activities and the proceeds of any future fund raises can be allocated to Bitcoin. ·      Established a new professional team in Peru in August 2025 to oversee operations and develop the business. ·      Acquired the remaining 50% interest in Boku Resources ("Boku") in August 2025, thereby taking full control of the Company's portfolio in Peru. ·      Raised gross total proceeds of c.£790,000 via share issues after the Period, including a conditional placing and subscription to raise £400,000 due to complete on 8 October 2025. The Board was pleased to welcome Andrew Donovan in September 2024 as an Independent Non-Executive Director. Martin Hull resigned from the Board in October 2024 and immediately following his departure, Andrew Donovan also assumed the position of Chairman of the Audit Committee. In May 2025, Christian Yates moved from Non-Executive to Executive Chairman, leaving Andrew Donovan as the sole Independent Director. Zeus Capital Limited continues as the Nominated Adviser to the Company as well as Joint Corporate Broker with Peterhouse Capital Limited. The Board believes that Nativo, with the significant milestones achieved since the business was repositioned as a small-scale gold miner, is well positioned in Peru to deliver growth. We thank shareholders for their continued support. Finally, the Directors draw attention to the Accounting Policy notes regarding Going Concern and Estimates on page 11.      
Christian YatesStephen Birrell
ChairCEO
    29 September 2025     Consolidated Statement of Comprehensive Income for the Period Ended 30 June 2025  
Continuing operationsNoteUnaudited
1 January 2025 to
30 June 2025US $
Unaudited
1 January 2024 to 30 June 2024US $
Audited
Year to
31 December 2024
US $
Revenue1--44,000
Cost of sales--(216,701)
Gross profit--(172,701)
Distribution costs---
Administrative expenses(791,547)(720,625)(1,418,959)
Other losses--3,289
Operating loss(791,547)(720,625)(1,588,371)
Finance income1,011448,225433,944
Finance costs(1,279,324)(416,034)(1,092,778)
Net finance income/(cost)2(1,278,313)32,191(658,834)
Loss before tax(2,069,860)(688,434)(2,247,205)
Taxation3---
Minority interest adjustment44,509-157,133
Loss for the year from continuing operations(2,025,351)(688,434)(2,090,072)
Profit/(loss) for the year(2,025,351)(688,434)(2,090,072)
Other comprehensive income
Exchange difference on translating foreign operations---
Total comprehensive income for the year(2,025,351)(688,434)(2,090,072)
Profit/(loss) attributable to:
Owners of the company(2,025,351)(688,434)(2,090,072)
Profit/(loss) per share (US cents)
Basic4(0.01)(0.01)(0.01)
Diluted(0.01)(0.01)(0.01)
Profit/(loss) per share (US cents) for continuing operations
Basic4(0.01)(0.01)(0.01)
Diluted(0.01)(0.01)(0.01)
Consolidated Statement of Financial Position as at 30 June 2025
NoteUnaudited 1 January 2025 to
30 June 2025US $
Unaudited
1 January 2024 to 30 June 2024US $
Audited
Year to
31 December 2024
US $
Assets
Non-current assets
Property, plant and equipment517,046132,599
Intangible assets6207,623-36,200
Goodwill---
Right of use asset-27,972-
224,66927,97368,799
Current assets
Trade and other receivables397,09184,886178,996
Equity accounted investments-361,55286,738
Cash and cash equivalents7195,0743,35346,073
592,165449,791311,807
Total assets816,834477,764380,606
Equity and liabilities
Equity
Share capital8(19,967,619)(19,812,570)(19,868,311)
Share premium9(86,846,570)(84,804,095)(86,177,203)
Capital contribution reserve(7,212,492)(7,212,492)(7,212,492)
Foreign currency translation reserve1,846,4811,846,4811,846,481
Warrant reserve(265,736)(532,726)(263,273)
Share option reserve(4,533)(676,294)(3,022)
Non-Controlling Interest201,642157,133
Retained earnings122,564,207118,804,739120,536,393
Equity attributable to owners of the company10,315,3807,613,0439,015,706
Non-current liabilities
Loans and borrowings10(8,986,932)(7,369,863)(7,609,056)
Current liabilities
Loans and Borrowings(1,231,749)(1,133,337)
Current portion of lease liabilities-(29,668)-
Trade and other payables(913,533)(691,276)(653,919)
(2,145,282)(720,943)(1,787,256)
Total liabilities(11,132,214)(8,090,806)(9,396,312)
Total equity and liabilities(816,834)(477,764)(380,606)
Consolidated Statement of Changes in Equity for the Period Ended 30 June 2025
Share capital
US $
Shares to be issued
US $
Share premium
US $
Capital contribution reserve
US $
Foreign currency translation reserve
US $
Share option reserve
US $
Warrant reserve
US $
Minority Interest
US $
Retained earnings
US $
Total equity
US $
At 1 January 202519,868,311-86,177,2037,212,492(1,846,481)3,022263,273(157,133)(120,536,393)(9,015,706)
Loss for the six months--------(2,069,860)(2,069,860)
Discontinued operations----------
Minority interest for Boku-------(44,509)44,509-
Total comprehensive income-------(201,642)(122,561,744)(11,085,566)
New share capital subscribed99,308-669,367------768,675
Options issued-----1,511---1,511
Warrants issued------2,463-(2,463)-
Warrants lapsed----------
Share-based payments----------
At 30 June 202519,967,619-86,846,5707,212,492(1,846,481)4,533265,736(201,642)(122,564,207)(10,315,380)
 
Share capitalUS $Shares to be issued
US $
Share premiumUS $Capital contribution reserveUS $Foreign currency translation reserveUS $Share option reserve
US $
Warrant reserveUS $Retained earningsUS $Total equityUS $
At 1 January 202419,796,814-84,123,4477,212,492(1,846,481)676,294510,732(118,094,311)(7,621,013)
Loss for the six months-------(688,434)(688,434)
Discontinued operations---------
Exchange reserve---------
Total comprehensive income-------(688,434)(688,434)
New share capital subscribed15,756-680,648-----696,404
Warrants issued------21,994(21,994)-
Warrants lapsed---------
Share-based payments---------
At 30 June 202419,812,570-84,804,0957,212,492(1,846,481)676,294532,726(118,804,739)(7,613,043)
 
Share capitalUS $Shares to be issued
US $
Share premiumUS $Capital contribution reserveUS $Foreign currency translation reserveUS $Share option reserve
US $
Warrant reserveUS $Minority
Interest
US $
Retained earningsUS $Total equityUS $
At 1 January 202419,796,814-84,123,4477,212,492(1,846,481)676,294510,732-(119,370,074)(7,621,013)
Loss for the year--------(2,247,205)(2,247,205)
Discontinued operations--------9,055,8759,055,875
Minority Interest for Boku-------(157,133)157,133-
Total comprehensive income----1,634,560--(157,133)(2,090,072)2,247,205
New share capital subscribed71,497-2,053,756------2,125,253
Warrants issued------321,278(321,278)-
Warrants lapsed------(568,737)-568,737-
Shares lapsed(676,294)-676,294-
Share-based payments-----3,022---
At 31 December 202419,868,311-86,177,2037,212,492(1,846,481)3022263,273(157,133)(120,536,393)(9,015,706)
  Consolidated Statement of Cash Flows for the Period Ended 30 June 2025
NoteUnaudited 1 January 2025 to 30 June 2025US $Unaudited
1 January 2024 to 30 June 2024US $
Audited
Year to
31 December 2024
US $
Cash flows from operating activities
Profit/(loss) for the year on continued operations(2,025,351)(688,434)(2,247,205)
Adjustments to cash flows from non-cash items
Depreciation and amortisation73513,98616,395
Depreciation and depletion of intangible assets---
Impairment3,810--
Loss from sales of tangible assets14,082-(3,289)
Fair value losses of current investments--208,722
Finance income2(1,011)(100,395)(3,025)
Finance costs2527,155347,830884,056
Exchange differences2752,169(283,072)(401,670)
Share option issued and lapsed(923,753)
Share based payment transactions--3,022
Minority interest--157,133
Loss on disposal of investments---
Total adjustments1,296,940(21,651)(62,409)
Decrease/(increase) in inventory---
Decrease/(increase) in trade and other receivables(211,229)9,573(2,944)
(Decrease)/increase in trade and other payables255,226(53,684)(38,255)
Total working capital movement43,997(44,111)(41,199)
Net cash flow from operating activities(684,414)(754,196)(2,350,813)
Cash flows from investing activities
Interest received1,0119,0183,025
Acquisitions of property plant and equipment---
Proceeds on investment shares39,311-
Net cash flows from investing activities40,3229,0183,025
Cash flows from financing activities
Issue of share capital153,67581,8842,125,253
Loans received639,417583,520185,481
Net cash flows from financing activities793,092665,4042,310,734
Net increase/(decrease) in cash and cash equivalents149,001(79,774)(37,054)
Cash and cash equivalents at 1 January46,07383,12783,127
Foreign exchange gains/(losses) on cash and cash equivalents---
Cash and cash equivalents at period end195,0743,35346,073
1. ACCOUNTING POLICIES   GENERAL INFORMATION These financial statements are for Nativo Resources Plc and subsidiary undertakings ("the Group"). The Company is registered, and domiciled, in England and Wales and incorporated under the Companies Act 2006.   BASIS OF PREPARATION The condensed and consolidated interim financial statements for the period from 1 January 2025 to 30 June 2025 have been prepared in accordance with International Accounting Standards ("IAS") 34 Interim Financial Reporting, and on the going concern basis. They are in accordance with the accounting policies set out in the statutory accounts for the year ended 31 December 2024 and are expected to be applied for the year ending 31 December 2025.   The comparatives shown are for the period 1 January 2024 to 30 June 2024, and for the year ended 31 December 2024, and do not constitute statutory accounts, as defined in section 435 of the Companies Act 2006, but are based on the statutory financial statements for the year ended 31 December 2024.   GOING CONCERN The financial information has been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.   The consolidated statement of financial position at 31 December 2024 showed a negative net asset position. The Directors have worked hard during and post the Period to strengthen the Group's balance sheet, including restructuring the £1 million Spartan Loan in January 2025 and then securing approvals in July 2025 to restructure the €10 million Eurobond to a 0% coupon convertible loan maturing in 2032, should no conversion take place beforehand.   The Company has also raised additional funding during and post the Period, including a conditional placing and subscription to raise £400,000 which is due to complete on 8 October 2025 and which should last until January 2026. The Directors continue to hold positive discussions with existing and potential investors, and should know within the next two weeks about further funding which should take the Company through to June 2026. They also continue to engage in negotiations to acquire cash generative opportunities in the extraction of natural resources which would add to the Company's existing portfolio of mining interests and which have the potential to deliver significant growth.   Consequently, the Directors consider the going concern assumption continues to be appropriate although there remain material uncertainties as to: 1.   Successfully raising sufficient funds; and 2.   The Company's existing assets and projects becoming sufficiently cash-positive to fund the business going forward.   ESTIMATES The preparation of the interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing this condensed interim financial information, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to consolidated financial statements for the year ended 31 December 2024. The key source of uncertainty in estimates that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities, within the next financial year, is the Group's going concern assessment.   REVENUE RECOGNITION Revenue comprises the invoice value of goods and services supplied by the Group, net of value added taxes and trade discounts. Revenue is recognised in the case of gold ore sales when goods are delivered and title has passed to the customer. This generally occurs when the product is physically transferred. Gold prices vary from month to month based on seasonal demand from customer segments and production in the market as a whole.   SEGMENTAL ANALYSIS The Group has adopted IFRS 8 Operating Segments. Per IFRS 8, operating segments are regularly reviewed and used by the Board of Directors being the chief operating decision maker for strategic decision-making and resources allocation, in order to allocate resources to the segment and assess its performance.   At the balance sheet date, there are two business segments, the mining operation, Boku, and the UK head office.      
1Revenue
The analysis of the Group's revenue for the year from continuing operations is as follows:
Unaudited
1 January 2025 to 30 June 2025
US $
Unaudited
1 January 2024 to 30 June 2024
US $
Audited
Year to
31 December 2024
US $
Sale of minerals--44,000
   
2Finance income and costs
Unaudited
1 January 2025 to 30 June 2025
US $
Unaudited
1 January 2024 to 30 June 2024
US $
Audited
Year to
31 December 2024
US $
Finance income
Other finance income1,011-3,025
Foreign exchange gains-347.830401,670
Sale of option---
Other operating income-90,21929,249
Net foreign exchange gain1,011448,255433,944
Finance costs
Fair value losses--(208,722)
Foreign exchange losses(752,169)--
Interest on bank overdrafts and borrowings(27,168)(41,691)-
Interest expense on other financing liabilities(499,987)(374,343)(884,056)
Total finance costs(1,279,324)(416,034)(1,092,778)
Net finance income/(costs)(1,278,313)32,191(658,834)
    3              Taxation The parent entity has tax losses available to be carried forward, and further tax losses are available in certain subsidiaries. With anticipated substantial lead times for the Group's projects, and the possibility that these may expire before their use, it is not considered appropriate to anticipate an asset value for them.   No amounts have been recognised within tax on the results of the equity-accounted joint ventures.   4              Loss per share The calculation of basic and diluted loss per share at 30 June 2025 was based on the loss attributable to ordinary shareholders. The weighted average number of ordinary shares outstanding during the year ending 31 December 2024 and the effect of the potentially dilutive ordinary shares to be issued are shown below.  
Unaudited 1 January 2025 to 30 June 2025
US $
Unaudited
1 January 2024 to 30 June 2024
US $
Audited
Year to
31 December 2024
US $
Net (loss)/profit for the period (US $) before exchange on translating foreign operations(1,624,973)(688,434)(2,090,072)
Net (loss)/profit on continuing operations(1,624,973)(688,434)(2,809,753)
Basic weighted average ordinary shares in issue during the period35,374,897,8535,646,480,00235,374,897,853
Diluted weighted average ordinary shares in issue during the period35,374,897,8535,646,480,00235,374,897,853
(Loss)/profit per share (cents)
Basic and diluted (cents)(0.01)(0.01)(0.01)
(Loss)/profit per share on continuing operations (cents)
Basic and diluted (cents)(0.01)(0.01)(0.01)
  In accordance with IAS 33 and as the entity is loss making, including potentially dilutive share options in the calculation would be anti-dilutive.   Deferred shares have been excluded from the calculation of loss per share due to their nature.    
5Property, plant and equipment
30 June 2025PPE - Gold
Properties
US $
Fixtures & Fittings
US $
Total
US $
Cost or valuation
At 1 January 202533,81495,219129,033
Disposals(14,818)-(14,818)
At 30 June 202518,99695,21995,219
Depreciation
At 1 January 20251,21695,21896,434
Charge for year735-735
Disposals---
At 30 June 20251,95195,21897,169
Carrying amount
At 30 June 202517,045117,046
   
30 June 2024PPE - Gold Properties
US $
Fixtures & Fittings
US $
Total
US $
Cost or valuation
At 1 January 2024-95,21995,219
Additions---
Assets of disposal held for sale---
At 30 June 2024-95,21995,219
Depreciation
At 1 January 2024-95,21895,218
Charge for year---
Disposals---
At 30 June 2024-95,21895,218
Carrying amount
At 30 June 2024-11
 
31 December 2024PPE - Gold
Properties
US $
Fixtures & Fittings
US $
Total
US $
Cost or valuation
At 1 January 2024-95,21995,219
Additions33,814-33,814
Disposals---
At 31 December 202433,81495,219129,033
Depreciation
At 1 January 2024-95,21895,218
Charge for year1,216-1,216
Disposals---
At 31 December 20241,21695,21896,434
Carrying amount
At 31 December 202432,598132,599
6 Intangible assets
30 June 2025Mining operations
US $
Total
US $
At 1 January 202536,20036,200
Additions171,423171,423
At 30 June 2025207,623207,623
Depreciation
At 1 January 2025--
Charge for year--
Disposals--
At 30 June 2025207,623207,623
At 30 June 202436,20036,200
31 December 2024Mining operations
US $
Total
US $
At 1 January 2024--
Additions36,20036,200
Disposals--
At 31 December 202433,814129,033
Depreciation
At 1 January 2024--
Charge for year--
Disposals--
At 31 December 202436,20036,200
At 31 December 2023--
 
7Cash and cash equivalents
Unaudited
1 January 2025 to 30 June 2025
US $
Unaudited
1 January 2024 to 30 June 2024
US $
Audited
Year to
31 December 2024
US $
Cash at bank195,0743,35346,073
195,0743,35346,073
 
8Share capital
Issued, Called Up and Fully Paid  
Unaudited
1 January 2025 to 30 June 2025
US $
Unaudited
1 January 2024 to 30 June 2024
US $
Audited
Year to
31 December 2024
US $
1 January19,868,31119,796,81419,796,814
Equity shares issued99,30815,75671,497
19,967,61919,812,57019,868,311
  The holders of the 0.31¢ (0.25p) ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the Company.   9              Share premium account
Share optionsUnaudited
1 January 2025 to 30 June 2025
US $
Unaudited
1 January 2024 to 30 June 2024
US $
Audited
Year to
31 December 2024
US $
1 January86,177,20384,123,44784,123,447
Premium arising on issue of equity shares669,367680,6482,053,756
Warrants lapsed---
Warrants issued---
Transaction costs---
31 December86,846,57084,804,09586,177,203
  Warrants and options which lapsed, expired or were exercised in the period have been transferred between the warrant or option reserve and retained earnings.
10Loans due in over one year
Unaudited 1 January 2025 to 30 June 2025
US $
Unaudited
1 January 2024 to 30 June 2024
US $
Audited
Year to
31 December 2024
US $
Five-year secured bonds8,986,9326,235,6107,609,056
Other loans-1,134,253-
Total8,986,9327,369,8637,609,056
 
31 December 2024
US $
Funds raised
US $
Amortised finance charges
US $
Converted
into equity
US $
Exchange adjustments
US $
30 June 2025
US $
€20 million five-year secured bonds7,609,056-427,949-949,9278,986,932
Other loans
Total7,609,056-427,949-949,9278,986,932
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