REG - Nativo Resources Plc - Bond Restructuring & Working Capital Updates

Nativo ResourcesAnnouncement

24/07/2025 07:00

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RNS Number : 3240S  Nativo Resources Plc  24 July 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.

 

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
(http://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.

 

For further information please contact:

 Nativo Resources                                   Via Vigo Consulting

 Stephen Birrell, Chief Executive Officer           nativo@vigoconsulting.com (mailto:nativo@vigoconsulting.com)
 Zeus Capital (Nominated Adviser and Joint Broker)

 James Joyce                                        Tel: +44 (0)20 3829 5000

 James Bavister
 Peterhouse 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.

 

Follow us on social media:

 

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

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

 

This notice is given by Nativo Resources plc

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