REG - Nativo Resources Plc - Convertible Loan Note Issue

Nativo ResourcesAnnouncement

30/05/2025 07:00

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RNS Number : 6950K  Nativo Resources Plc  30 May 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.

 

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."

 

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 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.

 

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)

 

 

 

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