REG - Nativo Resources Plc - £2.1M Replacement Funding Package & Warrants Issue

Nativo ResourcesAnnouncement

20/05/2026 10:30

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RNS Number : 1055F  Nativo Resources Plc  20 May 2026

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.

20 May 2026

Nativo Resources Plc

("Nativo" or the "Company")

£2.1 Million Replacement Funding Package

&

Issue of warrants

Nativo Resources plc (LON:NTVO), the Peru-focused gold mining company,
announces it has agreed a new funding package with YA II PN Ltd (the
"Lender"), an institutional investor managed by Yorkville Advisors Global, LP
(the "Yorkville Group"). The new package replaces the previous convertible
loan note announced on 3 November 2025 (the "November CLN").

The funding package comprises an unsecured loan agreement of £2.1 million
provided by the Lender ("Loan Agreement") and an At-The-Market ("ATM") equity
issuance facility with the Company's corporate broker, Axis Capital Markets
("Axis"), which is already in place as announced on 2 April 2026.

Use of Proceeds

The funding package has been conducted within the Company's existing share
capital authorities. Approximately £1 million of the proceeds from the Loan
Agreement will be used to pay off the November CLN early with no penalties.
The balance will provide working capital to evaluate the Tesoro 1 and Tesoro
veins within the Tesoro Gold Concession, finalise the engineering design for
La Patona Gold Ore Processing Plant, and for general and administrative costs.

Loan Agreement

The principal amount of the Loan Agreement is £2.1 million, which will be
advanced net of fees.

The Company will repay the outstanding principal of the Loan Agreement in
£210,000 equal monthly instalments (each a "Payment Date"), starting on the
60-day anniversary of closing, in cash by paying the instalment amount plus
accrued and unpaid interest. The Company shall, at its own option, repay each
instalment amount in cash on or before the Payment Date.

The interest rate is 5% (or 18% upon the occurrence of an event of default).

For so long as any payment under the Loan Agreement remains outstanding, the
first £220,000 of proceeds drawn from the ATM in each calendar month shall be
applied to reduce the outstanding balance unless waived by the Lender.

Warrants

The Company will issue to the Lender 443,105,263 warrants exercisable at
£0.004739, being a premium of 39.4% to the mid-market closing price of the
Company's shares on 19 May 2026. The Warrants shall be exercisable for three
years and shall be exercised on a cash basis.

Under the November CLN, the repayment instalments for February and April 2026
totalled £360,000, and in addition to the cash payment, 17,991,103 warrants
were issued to the value of 25% of the instalment payment. The number of
warrants issued was calculated using the Company's closing share price on 31
October 2025 and a 15% premium applied, in accordance with the terms of the
November CLN, resulting in a warrant subscription price of £0.005003.

As a condition of the new facility being completed, the Company made a final
cash payment of £80,000 against the November CLN facility, drawing the
balance to £1 million combined with an award of £20,000 in warrants
(3,997,601) at a subscription price of £0.005003.

A total of 21,988,605 warrants have been issued to Yorkville Group. The
warrants vest immediately and will expire on 3 November 2028. Each warrant
entitles the holder to subscribe for one new ordinary share in the Company at
the subscription price stated above. The warrants were issued under existing
authorities granted to the Directors.

This will bring the total number of warrants outstanding in the Company,
including those issued to Yorkville Group pursuant to the new Loan Agreement,
to 559,384,488, representing 56% of the Company's currently issued share
capital.

The Company shall pay the Lender (or its designee) a non-refundable fee for
structuring and due diligence in connection with this transaction of £20,000.
The Company shall pay the Lender a commitment fee in the amount of 1% of the
Loan Agreement amount.

Stephen Birrell, Chief Executive Office of Nativo, commented:

"This facility allows Nativo to remove the convertible loan structure of the
November 2025 CLN whilst providing working capital to evaluate the other veins
on the Tesoro concession and allowing Nativo to finalise the engineering
design for La Patona Gold Ore Processing Plant."

 

For further information please contact:

 

 Nativo Resources                            Via Vigo Consulting

 Stephen Birrell, Chief Executive Officer    nativo@vigoconsulting.com (mailto:nativo@vigoconsulting.com)
 Zeus (Nominated Adviser and Joint Broker)   Tel: +44 (0)20 3829 5000

 James Joyce

 James Bavister
 Axis Capital Markets (Joint Broker)        Tel: +44 (0)20 3026 0320

 Richard Hutchison

 Lewis Jones
 Vigo Consulting (Investor Relations)        Tel: +44 (0)20 7390 0234

 Ben Simons                                  nativo@vigoconsulting.com (mailto:nativo@vigoconsulting.com)

 Seb Weller

Anna Sutton

 

 

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
may allocate portions of free cash flow from mining and processing activities
and future fundraises to Bitcoin purchases and may consider holding Bitcoin as
a long-term treasury reserve asset.

 

Follow us on social media:

 

LinkedIn: https://uk.linkedin.com/company/nativoresources-plc
(https://uk.linkedin.com/company/nativoresources-plc)

X (Twitter): https://x.com/nativoresources (https://x.com/nativoresources)

 

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