REG - Nativo Resources Plc - £2 Million Funding Package

Nativo ResourcesAnnouncement

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RNS Number : 0065G  Nativo Resources Plc  03 November 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.

3 November 2025

Nativo Resources Plc

("Nativo" or the "Company")

£2 Million Funding Package

Nativo Resources plc (LON:NTVO), a gold-focused mining company with interests
in Peru, announces it has agreed a £2 million funding package with YA II PN
Ltd ("YA"), an institutional investor managed by Yorkville Advisors Global, LP
(the "Yorkville Group").

The funding package includes a £200,000 equity investment in Nativo on the
terms set out below by the Yorkville Group, an unsecured Convertible Loan Note
of £1.8 million with YA ("CLN"), and an At-The-Market ("ATM") equity issuance
facility with the Company's corporate broker, AlbR Capital Limited ("AlbR
Capital"), of up to £2 million. The YA facility has a commitment fee of 1% of
the funding package attached, which will be settled in shares at a share price
of £0.0044 per share equating to 4,545,454 shares.

Stephen Birrell, Chief Executive Office of Nativo, commented:

"Considering our near-term cash generative opportunities from gold mining and
processing in Peru, we have been approached by a multitude of parties offering
various funding opportunities over the past few months. Our short-term focus
is firmly on resuming gold mining and putting the processing plant into
operation. The Yorkville Group funding and ATM facility will enable these
goals. We look forward to a partnership with Yorkville Group and believe that
it can further assist us in achieving our medium- and long- term goals for
bringing the tailings into gold production and acquiring new gold mining
opportunities."

Use of Proceeds

The funding package has been conducted within the Company's existing share
capital authorities and will provide working capital to resume mining at the
Bonanza Gold mine, to build and commission the La Patona Gold Ore Processing
Plant ("GOPP") and to initiate the feasibility study for the tailings deposit.

Equity Subscription

Yorkville Group will subscribe £200,000 for 45,454,545 new Ordinary shares
(the "Subscription Shares") at a price of £0.0044 per Subscription Share. The
proceeds from the Subscription Shares will be used to strengthen the Company's
working capital position.

Convertible Loan Note ("CLN")

The principal amount of the CLN is £1.8 million, which will be advanced net
of fees. The Company's obligations in respect of the CLN shall be unsecured.
The CLN has a maturity date of 12 months after the initial closing of the CLN.

Conditions for payment have been met as of 3 November 2025 (the "Completion
Date"), and the funds will be wired to Nativo's UK accounts on the Completion
Date. The CLN can be converted into new Nativo shares by YA at £0.0051 per
share, representing a 15% premium to the closing price of the shares at the
end of the trading day immediately prior to the Completion Date.

Repayment of the loan will be amortised at a rate of £180,000 plus accrued
interest per month over 10 months, after the first 60 days from drawdown,
unless YA has previously exercised its conversion rights. The loan attracts a
modest 5% coupon, which begins to accrue from the Completion Date. The Company
has the option to repay the CLN early, at a 5% premium to the amount being
repaid. Any proceeds from the ATM described below will be used to meet the
amortised repayments, if a payment falls due if not otherwise converted to
equity.

Issue of Warrants

Pursuant to the CLN, the Company has issued warrants to YA and agreed that, if
an amortisation payment falls due, warrants to the overall value of 25% of the
amortisation payment amount will vest and become exercisable (the "Warrants").
The Warrants will have a strike price equal to 115% of the market price of the
Company's Ordinary Shares at the end of the trading day immediately prior to
the Completion Date and will be valid for a period of three years. The Company
may require the exercise of the Warrants if the Company's share price trades
at a 30% premium to the strike price for 20 consecutive trading days. YA may
offset any payment owed upon exercise of the Warrants against outstanding
amounts owed under the CLN. Any conversions made by YA under the CLN will
reduce the number of Warrants that can vest on a proportional basis. For the
avoidance of doubt, where no monthly amortisation payment is made, no Warrants
will vest.

At the Market ("ATM") Facility

As a condition to entering into the CLN, the Company has put in place an ATM
facility of up to £2 million with its joint broker AlbR Capital, on terms and
conditions agreeable by YA. The purpose of the ATM is to provide the Company
with a flexible mechanism to seek to issue new shares and raise capital to
repay the amortisation of the YA CLN at prevailing market prices.

AlbR Capital shall undertake, on a reasonable endeavours basis, to facilitate
the placing of new shares pursuant to the ATM ("New Securities") over the
course of 12 months. The Company shall have the right to place New Securities
with AlbR Capital by giving notice to AlbR Capital, at an issue price to be
agreed upon by the Company and AlbR Capital.

In no event shall the number of new securities transferred to AlbR Capital
cause the aggregate number of new securities of the Company beneficially owned
by AlbR Capital and its affiliates to exceed 3% of the Company at any one
time.

Upon completion of each sale of New Securities, AlbR Capital shall remit to
the Company the amount equal to 97% of the gross sale proceeds (following
deduction of, inter alia, costs of sale and commissions).

For so long as the CLN remains outstanding, the Company shall use any proceeds
from the ATM to repay the CLN, unless waived by YA.

Both the Warrants and ATM will depend on there being sufficient existing
headroom or headroom freed up by the CLN being repaid rather than converted.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of
49,999,999 ordinary shares being the aggregate of the Subscription Shares of
45,454,545 plus the 1% Commitment Fee, which is being settled with 4,545,454
shares, pursuant to the share capital authorities granted at the last Annual
General Meeting, to trading on AIM ("Admission"). It is expected that
Admission will become effective, and dealings will commence at 8.00 a.m. on or
around 10 November 2025. The Subscription Shares will be issued fully paid
and will rank pari passu in all respects with the Company's existing Ordinary
Shares.

 

Following Admission, the total number of Ordinary shares in the capital of the
Company in issue will be 514,460,618 with voting rights. This figure may be
used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time.

 

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

  AlbR Capital Limited (Joint Broker)          Tel: +44 (0)20 7469 0930

  Duncan Vasey

  Lucy Williams

 Rose Greensmith

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

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

  Peter Jacob

 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
intends to allocate portions of free cash flow from mining and processing
activities and future fundraises 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
(https://uk.linkedin.com/company/nativoresources-plc)

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

 

 

 

 

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