REG - Nativo Resources Plc - Final Results
05/06/2025 07:00
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RNS Number : 5027L Nativo Resources Plc 05 June 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.
5 June 2025
Nativo Resources Plc
("Nativo" or the "Company")
Final Results
Nativo Resources plc (LON:NTVO), which has interests in gold mines in Peru,
announces its results for the year ended 31 December 2024 (the "Period").
Highlights
· Announced on 1 July 2024 the formation of a 50:50 joint venture
in Peru with the founding partners of Boku Resources SAC ("Boku") to
participate in gold and silver mining and the cleaning of known tailings
deposits containing gold and silver
· Announced on 14 October 2024 that Boku secured the permits for
the establishment and operation of its own gold ore processing plant ("La
Patona Project") and entered into an option agreement with a landholder for
use of its land
o Post year-end in May 2025, the Company announced that management had
reviewed and reduced the capital requirements and timescales for the La Patona
Project, with the revised plan estimated to take five months and cost $500,000
· Announced on 23 December 2024 that Boku made its first mineral
sale of a batch of 42.973 tonnes of ore from the Bonanza Gold Mine on the
Tesoro Gold Concession
· Announced on 15 July 2024 that Boku had acquired the Ana Lucia
polymetallic concession in the Ancash region of central Peru
· Announced on 26 September 2024 that Andrew Donovan was appointed
as Non-Executive Director
· Announced on 6 December 2024 a binding term sheet to acquire,
directly, the Morrocota Gold Mine ("Morrocota"), located in the Arequipa
province, 3km from the Bonanza Gold Mine ("Bonanza")
o Post year-end in April 2025, the Company announced the completion of the
Morrocota Gold Mine acquisition
· Raised gross total proceeds of £1,472,645 via share issues
during the Period
· Announced post year-end in March 2025 the signing of an option
agreement for the Toma La Mano tailings project ("Toma La Mano"), pursuant to
which Boku will evaluate the opportunity to recover and sell gold and silver
from Toma La Mano
· Announced post year-end in May 2025 that Christian Yates had
transitioned to the role of Executive Chairman with immediate effect
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 April 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.
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Chair and Chief Executive Officer's Statement
Nativo was formerly Echo Energy plc (name changed in September 2024) which had oil and gas producing assets in Argentina, with the majority interest being sold in May 2023. By the end of 2023, only a 5% interest had been retained by the Company in the assets. Historical exploration and production had been funded through debt with c.£11 million remaining at the end of 2024, comprising a €10m Eurobond plus accrued interest and a loan facility of c.£605,000 plus £315,000 accrued interest (the "Spartan Loan").
The executive team, Christian Yates (Chair) and Stephen Birrell (Chief Executive Officer), (the "Executive") was appointed to replace the previous executive leadership in November 2023. Through the first half of 2024, the business was restructured, costs were slashed and creditors managed while a new strategic direction for the Company was prepared.
Early fund-raising in Q1 2024 allowed the Executive to establish a Latin America-focused precious metals mining company, initially concentrating on gold and silver opportunities in Peru. This business was formally established in July 2024 through a JV with an experienced local partner, Boku Resources, who contributed a fully permitted concession, Tesoro, in the Arequipa region. The strategy in Peru is to develop three revenue streams from gold mining, gold processing and the recovery of precious metals from cleaning legacy tailings deposits.
The shaft of the first mine at Tesoro, Bonanza, was sunk in September 2024. Within three months of commencing exploration development at Bonanza, Nativo sold its first batch of high-grade ore to a commercial processor to secure first revenues. As exploration development at Bonanza transitions to production, growing cash flow will be directed towards sustaining and expanding operations across the wider Tesoro project; it is envisaged that it will eventually include a standalone processing facility. In October 2024, an option agreement was signed with a landowner for the establishment of a processing plant close to the Bonanza mine. The land has permits and infrastructure in place. In December 2024 the 100% acquisition by Nativo of a neighbouring mine to Bonanza called Morrocota was announced with the transaction completing in April 2025. The intent behind the acquisition of this mine, where preparation to mine has commenced, is to accelerate the growth in production on the Tesoro concession.
The next phase of the business development plan is to reprocess historic tailings deposits to recover lost metals whilst rehabilitating environmental liabilities - an approach that has been successfully employed by others and it is a mining story with a positive ESG angle. Based on historical records, Nativo and Boku have identified numerous high potential tailings projects in the Ancash region of central Peru which subject to agreements will be assessed for their potential to be reprocessed to recover lost metals. Tailings reprocessing represents a cheap and low risk approach to build a resource inventory. Defining a resource and demonstrating cost-effective routes for the economic recovery of the lost metals will be required before a final investment decision is made. Current metal prices and modern recovery processes will help with this. The first tailings deposit of up to two million tonnes was secured via an option agreement in April 2025.
In July 2024 Boku acquired the polymetallic Ana Lucia exploration project in the Ancash region. This project has the potential to add commodity diversification and scale, subject to further analysis.
In January 2025 the Company announced the further restructuring of the Spartan Loan to help with cash flow going forward as the Company seeks to grow and develop new revenue streams. Negotiating a further restructuring of the €10m Eurobond is also in progress as this will be key to attracting significant future investment.
Finally, turning to Board matters, James Parsons retired from the Board at the AGM in June 2024. Martin Hull resigned as a Director at the end of October 2024. Andrew Donovan joined the Board in September 2024. The Board continues to be focused on creating value for shareholders through delivery of the strategy outlined abo
Christian Yates Stephen Birrell
Chair CEO
4 June 2025
Financial Review
Income Statement
The Group's loss from continuing operations for the year to 31 December 2024
was US $2.1 million (2023: US $4.1 million) and total Group loss including
discontinued operations was US $2.1 million (2023: profit US $5.0 million).
For the year ended 31 December 2024, Group revenue from continuing operations
was US $44,000 (2023: US $nil).
The Group had the following costs from continuing operations:
Ø Group operational costs were US $217,000 (2023: US $nil).
Ø Administrative expenses were US $1.4 million (2023: US $1.2 million)
Ø Finance costs, largely composed of interest costs offset in part by foreign
exchange gains, were US $0.7 million (2022: US $2.9 million).
Balance Sheet
Careful management of cash balances, negotiated repayment of legacy positions
with supportive creditors and equity fund raises supported the business
through the year. The Group ended the period with US $0.05 million cash at
bank compared to the prior year balance of US $0.08 million.
Post Balance Sheet
Note 29 provides details of share issuance post 31 December 2024 to raise
funds.
This Strategic Report was approved by the Board on 4(th) June 2025 and signed
on its behalf by:
Stephen Birrell
Chief Executive Officer
Nativo Resources PLC
Independent Auditor's Report to the Members of Nativo Resources PLC
Opinion
We have audited the financial statements of Nativo Resources PLC (the parent
company) and its subsidiaries (the "group") for the year ended 31 December
2024, which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Statements of Financial Position, the Consolidated and
Parent Statements of Changes in Equity, the Consolidated and Parent Statements
of Cash Flows and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework that has
been applied in the preparation of the financial statements is applicable law
and UK adopted International Accounting Standards.
In our opinion the financial statements,
· give a true and fair view of the state of the Group's and of the
parent company's affairs as at 31 December 2024 and of the Group's loss for
the year then ended;
· have been properly prepared in accordance with UK adopted
International Accounting Standards; and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicate that
the group incurred a loss of $2,247,205 during the year ended 31 December 2024
and, at that date, had the net current liabilities of $1,475,449 and net
liabilities of $9,015,706. As stated in note 2, these events or conditions
indicate that a material uncertainty exists that may cast significant doubt on
the group's ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors'
assessment of the entity's ability to continue to adopt the going concern
basis of accounting included a critical assessment on budgets, including
challenging models and undertaking stress tests, and a detailed discussion
with management on the key cashflow pinch points, including loan repayments
and funding available to the Group.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the Directors made subjective judgments, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in all of our
audits we also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the Directors that
represented a risk of material misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account the structure of the Group and the Company, the accounting processes
and controls, and the industry in which they operate.
The Group financial statements are a consolidation of a number of reporting
units and components, comprising the Group's operating businesses and holding
companies.
We performed audits of the complete financial information of Nativo Resources
PLC and Boku Resources SAC which were individually financially significant and
accounted for the vast majority of the Group's revenue, profit and loss,
assets and liabilities. We also performed specified audit procedures over
certain account balances and transaction classes that we regarded as material
to the Group or subject to audit risk across the other reporting units and
components. We have overall coverage of 100% of Group loss before tax,
revenue, total assets and total liabilities.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. This is not a complete list of
all risks identified by our audit.
Key audit matters How our audit addressed the key audit matter
Acquisition of Boku Resources SAC ("Boku") Our audit work in this area included:
The Group acquired a 50% interest in Boku in Peru for consideration of · We reviewed the documentation around the acquisition and verified
$750,000 and has consolidated it as a subsidiary. that the cost of acquisition was $750,000.
· We confirmed the existence and ownership of the 50% interest by
vouching to supporting documentation
There is a significant risk the acquisition has not been correctly treated as
a business combination under IFRS 3 and that the 50% interest does not meet · We checked and confirmed how the consideration has been paid, as
the consolidation criteria under IFRS 10. well as the acquisition costs.
· We reviewed the joint venture and shareholder agreements and
confirmed that the Group has sufficient power, control and the right to
receive variable returns from Boku to meet the IFRS 10 criteria to be
consolidated as a subsidiary.
· We checked and confirmed that there were no significant
pre-acquisition reserves or losses, and no significant identifiable assets or
liabilities at the acquisition date, and that no goodwill is recognised upon
consolidation.
Key audit matters How our audit addressed the key audit matter
Going concern Our audit work in this area included:
The Group incurred a loss of $2,247,205 during the year ended 31 December 2024 · A critical assessment of the detailed cash flow projections
and, at that date, had the net current liabilities of $1,475,449 and net prepared by the Directors, which are based on future revenue and cash
liabilities of $9,015,706. injections, we also evaluated the sensitivity analysis against this forecast.
· We evaluated and challenged the key assumptions in the forecast,
which were consistent with our knowledge of the business and considered
These events or conditions indicate that a material uncertainty exists that whether these were supported by the evidence we obtained. We have analysed the
may cast significant doubt on the Group's ability to continue as a going risks affecting the ability of the Group and Company to continue to trade and
concern and there is a significant risk that the going concern basis of meet its liabilities as they fall due for at least twelve months from the date
preparation is not appropriate. of approval of the Group and Company financial statements.
· We examined the disclosures relating to the going concern basis
of preparation and found that these provided an explanation of the Directors'
assessment that was consistent with the evidence we obtained.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements
as a whole.
Group financial statements Company financial statements
Overall materiality $42,000 $39,000
How we determined it 2% of the loss for the year 2% of the loss for the year
Rationale for benchmark applied:
The Group has limited revenues and assets and has incurred significant
expenses in the year. We believe the loss for the year is the primary measure
used by the shareholders in assessing the performance of the Group and Company
and is a generally accepted auditing benchmark.
For each component in the scope of our Group audit, we allocated a materiality
that is less than our overall Group materiality. The range of materiality
allocated across components was between $7,500 and $9,000 (excluding dormant
companies).
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
Directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and parent
company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, the
Directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the group's and parent
company's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or the
parent company or to cease operations, or have no realistic alternative but to
do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
Auditor's responsibilities for the audit of the financial statements
(continued)
The extent to which the audit was considered capable of detecting
irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement
in respect of irregularities, including fraud and non-compliance with laws and
regulations, was as follows:
· the senior statutory auditor ensured the engagement team
collectively had the appropriate competence, capabilities and skills to
identify or recognise non-compliance with applicable laws and regulations;
· we focused on specific laws and regulations which we considered
may have a direct material effect on the financial statements or the
operations of the Group, including AIM rules and the Companies Act 2006.
· we assessed the extent of compliance with the laws and
regulations identified above through making enquiries of management and
inspecting legal correspondence; and
· identified laws and regulations were communicated within the
audit team regularly and the team remained alert to instances of
non-compliance throughout the audit.
We assessed the susceptibility of the Group's financial statements to material
misstatement, including obtaining an understanding of how fraud might occur,
by:
· making enquiries of management as to where they considered there
was susceptibility to fraud, their knowledge of actual, suspected and alleged
fraud;
· considering the internal controls in place to mitigate risks of
fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls,
we:
· performed analytical procedures to identify any unusual or
unexpected relationships;
· tested journal entries to identify unusual transactions;
· assessed whether judgements and assumptions made in determining
the accounting estimates set out in Note 2 were indicative of potential bias;
· investigated the rationale behind significant or unusual
transactions.
In response to the risk of irregularities and non-compliance with laws and
regulations, we designed procedures which included, but were not limited to:
· agreeing financial statement disclosures to underlying supporting
documentation;
· reading the minutes of meetings of those charged with governance;
· enquiring of management as to actual and potential litigation and
claims;
There are inherent limitations in our audit procedures described above. The
more removed those laws and regulations are from financial transactions, the
less likely it is that we would become aware of non-compliance. Auditing
standards also limit the audit procedures required to identify non-compliance
with laws and regulations to enquiry of the directors and other management and
the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than
those that arise from error as they may involve deliberate concealment or
collusion.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Non-audit services
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Group or Company and we remain independent of the Group and
Company in conducting our audit. Our audit opinion is consistent with the
additional report to the audit committee.
Other matter
We were engaged to audit the financial statements for the year ended 31
December 2023 however we were not able to express an opinion and we issued a
disclaimer of opinion.
This was due to the lack of information and accounting records relating to the
Group's wholly owned subsidiaries Eco Energy CDL Op Limited and Eco Energy TA
Op Limited and the sale of the Santa Cruz operations in Argentina. We were not
able to obtain sufficient audit evidence over the results from discontinued
operations, the gain on disposal and the related disclosures.
However, we have reviewed the circumstances and the audit evidence available
for the Group's assets and liabilities as at 31 December 2023 and have not
identified any issues which affect the balances as at 31 December 2024 or the
profit and loss for the year then ended. We note that the above subsidiaries
were dormant in the current year and did not have any significant assets or
liabilities included within the Group's Statement of Financial Position as at
31 December 2023 or 2024.
Use of this report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Mohammed Haque (Senior Statutory Auditor)
For and on behalf of
MAH, Chartered Accountants,
Statutory Auditor
2nd Floor
154 Bishopsgate
London
EC2M 4LN
Date: 4 June 2025
Consolidated Statement of Comprehensive Income for the
Year Ended 31 December 2024
Continuing operations Note 2024 2023 (Restated)
US $
US $
Revenue 5 44,000 -
Cost of sales (216,701) -
Gross profit (172,701) -
Distribution costs - -
Administrative expenses (1,418,959) (1,218,489)
Other losses 7 (2,298)
3,289
Operating loss (1,588,371) (1,220,787)
Finance income 433,944 203,371
Finance costs (1,092,778) (3,068,100)
Net finance income/(cost) 8 (658,834) (2,864,729)
Loss before tax (2,247,205) (4,085,516)
Taxation 13 - -
Loss for the year (2,247,205) (4,085,516)
Minority interest adjustment 157,133 -
Loss for the year from continuing operations (2,090,072) (4,085,516)
Discontinued operations
Profit/(loss) for the year after taxation from discontinued operations 11 - 9,055,875
Profit/(loss) for the year (2,090,072) 4,970,359
Other comprehensive income
Other comprehensive income to be reclassified to profit or loss in subsequent
periods (net of tax)
Exchange difference on translating foreign operations - 1,634,560
Total comprehensive income for the year (2,090,072) 6,604,919
Profit/(loss) attributable to:
Owners of the company (2,090,072) 4,970,359
Profit/(loss) per share (US cents)
Basic 14 (0.01) 0.10
Diluted (0.01) 0.10
Profit/(loss) per share (US cents) for continuing operations
Basic 14 (0.01) (0.08)
Diluted (0.01) (0.08)
The notes form an integral part of these financial statements
Consolidated Statement of Financial Position as at 31 December 2024
Note 31 December 31 December
2024
2023 (Restated)
US $
US $
Assets
Non-current assets
Property, plant and equipment 16 32,599 1
Intangible assets 17 36,200 -
Right of use asset 18 - 41,958
68,799 41,959
Current assets
Trade and other receivables 19 178,996 94,459
Equity accounted investments 20 86,738 283,422
Cash and cash equivalents 22 46,073 83,127
311,807 461,008
Assets of disposal group held for sale - -
Total assets 380,606 502,967
Equity and liabilities
Equity
Share capital 25 (19,868,311) (19,796,814)
Share premium (86,177,203) (84,123,447)
Capital contribution reserve (7,212,492) (7,212,492)
Foreign currency translation reserve 1,846,481 1,846,481
Warrant reserve (263,273) (510,732)
Share option reserve (3,022) (676,294)
Non-Controlling Interest (157,133)
Retained earnings 120,536,393 119,370,074
Equity attributable to owners of the company 9,015,706 8,896,776
Non-current liabilities
Loans and borrowings 26 (7,609,056) (8,556,912)
(7,609,056) (8,556,912)
Current liabilities
Loans and Borrowings 26 (1,133,337) -
Current portion of lease liabilities 24 - (44,078)
Trade and other payables 24 (653,919) (798,753)
(1,787,256) (842,831)
Total liabilities (9,396,312) (9,399,743)
Total equity and liabilities (380,606) (502,967)
Approved by the Board on 4 June 2025 and signed on its behalf by:
.........................................
Stephen Birrell
Director
The notes form an integral part of these financial statements
Company Statement of Financial Position as at 31 December 2024
Note 31 December 31 December
2024
2023 (Restated)
US $
US $
Assets
Non-current assets
Property, plant and equipment 16 1 1
Intangible assets 17 - -
Right of use assets 18 - 41,958
1 41,959
Current assets
Current investments 20 86,738 283,422
Trade and other receivables 21 819,212 94,459
Cash and cash equivalents 22 6,540 82,357
912,490 460,238
Total assets 912,491 502,197
Equity and liabilities
Equity
Share capital 25 (19,868,311) (19,796,814)
Share premium (86,177,871) (84,123,447)
Capital contribution reserve (7,212,492) (7,212,492)
Foreign currency translation reserve 2,531,799 2,531,799
Warrant reserve (263,273) (510,732)
Share option reserve (3,022) (676,294)
Retained earnings 119,978,932 118,949,904
Total equity 8,985,762 9,161,924
Non-current liabilities
Loans and borrowings 26 (7,609,056) (8,556,912)
Other non-current financial liabilities (551,331) (264,378)
(8,160,387) (8,821,290)
Current liabilities
Loans and Borrowings (1,133,337) -
Current portion of lease liabilities 24 - (44,078)
Trade and other payables 24 (604,529) (798,753)
Total liabilities (9,898,253) (9,664,121)
Total equity and liabilities (912,491) (502,197)
The Company has not presented its own profit and loss account. Its loss for
the year was US $1,952,781 (2023: US $4,662,557).
Approved by the board on 4 June 2025 and signed on its behalf by:
.........................................
Stephen Birrell
Director
The notes form an integral part of these financial statements
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2024
Share capital Shares to be issued Shre premium Capital contribution reserve Foreign currency translation reserve Share option reserve Warrant reserve Minority Interest Retained earnings Total equity
US $
US $
US $
US $
US $
US $
US $
US $
US $ US $
At 1 January 2024 19,796,814 - 84,123,447 7,212,492 (1,846,481) 676,294 510,732 - (118,094,311) (7,621,013)
Prior Year Adjustments (Note 26) - - - - - - - - (1,275,763) (1,275,763)
At 1 January 2024 (Restated) 19,796,814 - 84,123,447 7,212,492 (1,846,481) 676,294 510,732 - (119,370,074) (8,896,776)
Loss for the year - - - - - - - - (2,247,205) (2,247,205)
Discontinued operations - - - - - - - - - -
Minority Interest for Boku - - - - - - - (157,133) 157,133 -
Total comprehensive income - - - - - - - (157,133) (2,090,072) (2,247,205)
New share capital subscribed 71,497 - 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 - - - 3,022
At 31 December 2024 19,868,311 - 86,177,203 7,212,492 (1,846,481) 3,022 263,273 (157,133) (120,536,393) (9,015,706)
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Share capital Shares to be issued Share premium Capital contribution reserve Share option reserve Warrant reserve Retained earnings Total equity
US $
US $
US $
US $
US $
US $ Foreign currency translation reserve US $ US $
US $
At 1 January 2023 19,795,863 97,523 83,790,504 7,212,492 (3,481,041) 644,560 1,433,428 (125,263,129) (15,769,800)
Loss for the year - - - - - - - (2,809,753) (2,809,753)
Discontinued operations - - - - - - - 9,055,875 9,055,875
Exchange reserve - - - - 1,634,560 - - - 1,634,560
Total comprehensive income - - - - 1,634,560 - - 6,246,122 7,880,682
New share capital subscribed 951 (97,523) 332,943 - - - - - 236,371
Warrants issued - - - - - - (36,756) 36,756 -
Warrants lapsed - - - - - - (885,940) 885,940 -
Share based payments - - - - - 31,734 - - 31,734
At 31 December 2023 19,796,814 - 84,123,447 7,212,492 (1,846,481) 676,294 510,732 (118,094,311) (7,621,013)
Company Statement of Changes in Equity for the Year Ended 31 December 2024
Share capital Shares to be issued Share premium Capital contribution reserve Foreign currency translation reserve Share option reserve Warrant Reserve Retained earnings Total
US $
US $
US $
US $
US $
US $
US $ US $ US $
At 1 January 2024 19,796,814 - 84,123,447 7,212,492 (2,531,799) 676,294 510,732 (117,674,141) (7,886,161)
Prior Year Adjustments (Note 26) - - - - - - - (1,275,763) (1,275,763)
At 1 January 2024 (Restated) 19,796,814 - 84,123,447 7,212,492 (2,531,799) 676,294 510,732 (118,949,904) (9,161,924)
Loss for the year - - - - - - - (1,952,781) (1,952,781)
Exchange reserve - - 668 - - - - - 668
Total comprehensive income - - 668 - - - - (1,952,781) (1,952,113)
New share capital subscribed 71,497 - 2,053,756 - - - - - 2,125,253
Warrants issued - - - - - - 321,278 (321,278) -
Warrants lapsed - - - - - - (568,737) 568,737 -
Share options lapsed - - - - - (676,294) - 676,294 -
Share-based payments - - - - - 3,022 - - 3,022
At 31 December 2024 19,868,311 - 86,177,871 7,212,492 (2,531,799) 3,022 263,273 (119,978,932) (8,985,762)
Company Statement of Changes in Equity for the Year Ended 31 December 2023
Share capital Shares to be issued Share premium Capital contribution reserve Foreign currency translation reserve Share option reserve Warrant Reserve Retained earnings Total
US $
US $
US $
US $
US $
US $
US $ US $ US $
At 1 January 2023 19,795,863 97,523 83,790,504 7,212,492 (2,228,569) 644,560 1,433,428 (115,210,043) (4,464,242)
Loss for the year - - - - - (3,386,794) (3,386,794)
Exchange reserve - - - - (303,230) - - - (303,230)
Total comprehensive income - - - - (303,230) - - (3,386,794) (3,690,024)
New share capital subscribed 951 (97,523) 332,943 - - - - 236,371
Warrants issued - - - - - - (36,756) 36,756 -
Warrants lapsed - - - - - - (885,940) 885,940 -
Share-based payments - - - - - 31,734 - - 31,734
At 31 December 2023 19,796,814 - 84,123,447 7,212,492 (2,531,799) 676,294 510,732 (117,674,141) (7,886,161)
Share premium represents the amounts subscribed for share capital in excess of
the nominal value of the shares issued, net of cost of issue.
Capital contribution reserve represents a contribution to group made as part
of the 2022 debt restructuring, through forgiveness of debt.
Warrant reserve represents the cumulative fair value of share warrants granted
which are not lapsed, cancelled or exercised.
Share options reserve represents the cumulative fair value of share options
granted.
Foreign currency translation reserve arises on the retranslation of the prior
period results and financial position of foreign operations into presentation
currency.
Retained earnings represents the cumulative net gains and losses recognised in
the income statement.
The notes form an integral part of these financial statements
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
Note 2024 2023 (Restated)
US $
US $
Cash flows from operating activities
Profit/(loss) for the year on continued operations (2,247,205) (4,085,516)
Profit/(loss) for the year on discontinued operations - 9,055,875
(2,247,205) 4,970,359
Adjustments to cash flows from non-cash items
Depreciation and amortisation 16,395 27,972
Impairment of intangible assets and goodwill - (372,433)
Loss from sales of tangible assets (3,289) 2,298
Fair value losses of current investments 208,722 226,522
Finance income 8 (3,025) (3,450)
Finance costs 8 884,056 916,292
Exchange differences (401,670) 649,523
Share option issued and lapsed (923,753) -
Share based payment transactions 3,022 31,735
Minority Interest 157,133 -
Loss on disposal of investments - (8,232,617)
Total adjustments (62,409) (6,754,158)
Decrease/(increase) in inventory - -
Decrease/(increase) in trade and other receivables 21 (2,944) 675,092
(Decrease)/increase in trade and other payables 22 (38,255) (1,538,208)
Total working capital movement (41,199) (863,116)
Net cash flow from operating activities (2,350,813) (2,646,915)
Cash flows from investing activities
Interest received 8 3,025 3,450
Acquisitions of property plant and equipment - -
Net cash flows from investing activities 3,025 3450
Cash flows from financing activities
Issue of share capital 2,125,253 235,463
Loans received 185,481 1,358,513
Net cash flows from financing activities 2,310,734 1,593,976
Net increase/(decrease) in cash and cash equivalents (37,054) (1,049,489)
Cash and cash equivalents at 1 January 83,127 1,132,616
Foreign exchange gains/(losses) on cash and cash equivalents - -
Cash and cash equivalents at 31 December 46,073 83,127
The notes form an integral part of these financial statements
Company Statement of Cash Flows for the Year Ended 31 December 2024
Note 2024 2023 (Restated)
US $
US $
Cash flows from operating activities
Profit/(loss) for the year from continuing operations (1,952,781) (4,662,557)
Profit/(loss) for the year from discontinuing operations - -
Adjustments to cash flows from non-cash items
Depreciation and amortisation 16,395 27,972
Impairment charges - 1,562,322
Exchange differences (381,827) 649,523
Fair value loss 208,722 226,522
Profit from disposals of investments 1,383 (734,470)
Finance income 7 - -
Share option issued and lapsed (923,753) -
Finance costs 7 884,056 916,292
Share based payment transactions 3,022 31,735
Total adjustments (192,002) 2,679,896
Decrease/(increase) in amounts owing by subsidiary undertakings
(Increase)/decrease in trade and other receivables 21 (724,753) 139,719
(Decrease)/increase in trade and other payables 22 (489,739) 180,943
Net cash flow from operating activities (2,379,797) (1,661,999)
Cash flows from investing activities
Interest received 7 (6,754) 3,450
Purchase of intangible assets - -
Purchase of investments - -
Net cash flows from investing activities (6,754) 3,450
Cash flows from financing activities
Issue of share capital 2,125,253 235,463
Loans received 185,481 1,358,513
Net cash flows from financing activities 2,310,734 1,593,976
Net increase/(decrease) in cash and cash equivalents (75,817) (64,573)
Cash and cash equivalents at 1 January 82,357 146,930
Cash and cash equivalents at 31 December 6,540 82,357
The notes form an integral part of these financial statements
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
1 General information
These financial statements are for Nativo Resources PLC ("the Company") and
subsidiary undertakings ("the Group"). The Company is a public company limited
by share capital, incorporated and domiciled in England and Wales. The Company
was incorporated under the Companies Act 2006. The nature of the Company's
operations and its principal activities are set out in the Directors' Report.
The Company's functional current is the United States dollar (US $).
Transactions arising in currencies other than the US $ are translated at
average exchange rates for the relevant accounting period, with material
transactions being accounted for at the rate of exchange on the date of the
transaction.
The Group presents its financial information in US $. The results and position
of subsidiary undertakings that have a different functional currency to US $
are treated as follows:
- Assets and liabilities for each financial reporting date presented are
translated at the closing rate of that financial reporting period.
- Income and expenses for each income statement (including comparatives) is
translated at exchange rates at the dates of transactions. For practical
reasons, the Company applies straight average exchange rates for the period.
- All resulting changes are recognised as a separate component of equity.
- Equity items are translated at exchange rates at the date of transactions.
2 Accounting policies
Statement of compliance
The group financial statements have been prepared in accordance with
International Financial Reporting Standards and its interpretations adopted by
the UK ("UK adopted IFRSs").
Summary of material accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with adopted IFRSs
and under historical cost accounting rules.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the group's accounting
policies.
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 Group incurred a loss of $2,247,205 during the year ended 31 December 2024
and, at that date, had the net current liabilities of $1,475,449 and net
liabilities of $8,985,762. These conditions indicate that a material
uncertainty exists that may cast significant doubt on the Group's ability to
continue as a going concern.
When assessing the foreseeable future, the Directors have looked at a period
of 12 months from the date of approval of this report. The Group's business
activities, together with the factors likely to affect its future development,
performance and position are set out in the Strategic report and Directors'
report. In addition, note 23 to the financial statements includes the Group's
objectives, policies and processes for managing its capital, its financial
risk management objectives and its exposures to credit risk and liquidity
risk.
Consequently, the Directors think the going concern assumption continues to be
appropriate although there remain material uncertainties as to:
1. Successfully raising sufficient funds;
2. Restructuring the €10m Eurobond within a suitable timescale;
3. The Company's existing assets and projects becoming sufficiently
cash-positive to fund the business going forward.
In the meantime, the Company's working capital position remains tight, and the
Directors are carefully managing the Company's cashflows and creditors. The
Company will need to raise further funds by the end of July in order to
continue as a going concern. There can be no certainty at this stage as to the
likelihood of success or the timing of these fundraising efforts.
The Directors prepare annual budgets and cash flow projections that extend
beyond 12 months from the date of this report. These projections include the
proceeds of future fundraising necessary within the next 12 months to meet the
Company's and Group's overheads and planned discretionary project expenditures
and to maintain the Company and Group as going concerns. Although the Company
has been successful in raising finance in the past, there is no assurance that
it will obtain adequate finance in the future. This represents a material
uncertainty related to events or conditions which may cast significant doubt
on the Group's and Company's ability to continue as going concerns and,
therefore, that they may be unable to realise their assets and discharge their
liabilities in the normal course of business. However, the Directors have a
reasonable expectation that they will secure additional funding when required
to continue meeting corporate overheads and exploration costs for the
foreseeable future and therefore the Directors believe that the going concern
basis is appropriate for the preparation of the financial statements.
After making enquiries, the Directors have a reasonable expectation that the
Company and Group have adequate resources to continue in operational existence
for the foreseeable future. They continue to adopt the going concern basis in
preparing the annual report and financial statements, however as noted above a
material uncertainty exists which may cast significant doubt on the Group's
ability to continue operating as a going concern.
Basis of consolidation
The group financial statements consolidate the financial statements of the
Company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where
the company has the power to govern the financial and operating policies of an
entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are
included in the income statement from the effective date of acquisition or up
to the effective date of disposal, as appropriate. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring
their accounting policies into line with those used by the Group.
The purchase method of accounting is used to account for business combinations
that result in the acquisition of subsidiaries by the Group. The cost of a
business combination is measured as the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at the date of
exchange, plus costs directly attributable to the business combination.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date. Any excess of the cost of the business combination
over the acquirer's interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions
between the Company and its subsidiaries, which are related parties, are
eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that
requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group. Non-controlling
interests in the net assets of consolidated subsidiaries are identified
separately from the Group's equity therein. Non-controlling interests consist
of the amount of those interests at the date of the original business
combination and the non-controlling shareholder's share of changes in equity
since the date of the combination. Total comprehensive income is attributed to
non-controlling interests even if this results in the non-controlling
interests having a deficit balance.
A joint arrangement is one in which two or more parties have joint control.
Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities
require the unanimous consent of the parties sharing control. Certain of the
Group's licence interests are held jointly with others. Accordingly, when the
Company holds a majority stake, the Group accounts for its share of assets,
liabilities, income and expenditure of these joint operations, classified in
the appropriate statement of financial position and income statement headings.
Where the Group's interest is in a minority, relinquishing control and having
only a right to profits, with an indemnity against future costs, the Group
account on an investment basis, only recognising income on receipt of,
effectively, dividend income.
Changes in accounting policy
None of the standards, interpretations and amendments effective for the first
time from 1 January 2024 have had a material effect on the financial
statements.
None of the standards, interpretations and amendments which are effective for
periods beginning after 1 January 2024 and which have not been adopted early,
are expected to have a material effect on the financial statements.
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 oil and gas sales when goods are delivered and title has passed to
the customer. This generally occurs when the product is physically transferred
into a pipeline or vessel. Nativo recognised revenue in accordance with IFRS
15. Our joint venture partner markets gas and crude oil on our behalf. Gas is
transferred via a metred pipeline into the regional gas transportation system,
which is part of national transportation system, control of the gas passes at
the point at which the gas enters this network, this is the point at which gas
revenue would be recognised. Gas prices vary from month to month based on
seasonal demand from customer segments and, production in the market as a
whole. Our partner agrees pricing with their portfolio of gas clients based on
agreed pricing mechanisms in multiple contracts. Some pricing is regulated by
government such as domestic supply. Oil shipments are priced in advance of a
cargo and revenue is recognised at the point at which cargoes are loaded onto
a shipping vessel at terminal.
Tax
Current tax assets and liabilities for the current and prior periods are
measured at the amount expected to be recovered from, or paid to, the tax
authorities. The tax rates and the tax laws used to compute the amount are
those that are enacted, or substantively enacted, by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the current year amounts of assets and liabilities in the financial
statements and the corresponding tax basis used in the computation of taxable
profit.
Deferred tax assets are recognised to the extent the temporary difference will
reverse in the foreseeable future and it is probable that future taxable
profit will be available against which the asset can be utilised.
Deferred tax is recognised for all deductible temporary differences arising
from investments in subsidiaries, branches and associates, and interests in
joint ventures, to the extent it is probable that the temporary difference
will reverse in the foreseeable future.
Property, plant and equipment
Property, plant and equipment is stated in the statement of financial position
at cost, less any subsequent accumulated depreciation and subsequent
accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable
incremental costs incurred in their acquisition and installation.
Oil and gas properties are depleted on a unit of production basis commencing
at the start of commercial production or depreciated on a straight-line basis
over the relevant asset's estimated useful life. Expenditure is depreciated on
a unit of production basis; the depletion charge is calculated according to
the proportion that production bears to the recoverable reserves for each
property. Depreciation will not be charged on an asset in the course of
construction, depreciation commences when the asset is brought into use and
will be depleted according to the proportion that production bears to the
recoverable reserves for each property.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land
and properties under construction over their estimated useful lives, as
follows:
Asset class Depreciation method and rate
Fixtures & fittings 12% to 33.3% straight line
Property right of use asset
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right of use lease is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before commencement date plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the underlying
asset. The right-of-use asset is subsequently depreciated using the
straight-line method from the commencement date to the earlier of the end of
the useful life of the right-of-use asset or the end of the lease term. The
lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date discounted using the
incremental borrowing rate of the individual company which is the lessee.
Other intangible assets - exploration and evaluation costs
Exploration and evaluation ("E&E") expenditure comprises costs which are
directly attributable to researching and analysing exploration data. It also
includes the costs incurred in acquiring mineral rights, the entry premiums
paid to gain access to areas of interest and amounts payable to third parties
to acquire interests in existing projects. When it has been established that a
mineral deposit has development potential, all costs (direct and applicable
overhead) incurred in connection with the exploration and development of the
mineral deposits are capitalised until either production commences or the
project is not considered economically viable. In the event of production
commencing, the capitalised costs are amortised over the expected life of the
mineral reserves on a unit of production basis. Other pre-trading expenses are
written off as incurred. Where a project is abandoned or is considered to be
of no further interest, the related costs are written off.
Impairment of tangible and intangible assets excluding goodwill
At the date of each statement of financial position, the Group reviews the
carrying amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any). Where it is
not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash-generating unit ("CGU") to
which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell or value
in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
the current market assessments of the time value of money and the risks
specific to the asset. If the recoverable amount of an asset (or CGU) is
estimated to be less than its carrying amount, the carrying amount of the
asset is reduced to its recoverable amount. An impairment loss is recognised
immediately in profit or loss, unless the relevant asset is carried at a
revalued amount, in which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the
asset (CGU) in prior years. A reversal of an impairment loss is recognised
immediately in profit or loss, unless the relevant asset is carried at a
re-valued amount, in which case the reversal of the impairment loss is treated
as a revaluation increase.
Business combinations
Business combinations are accounted for using the purchase method. The
consideration for each acquisition is measured at the aggregate of the fair
values at acquisition date of assets given, liabilities incurred or assumed,
and equity instruments issued by the Group in exchange for control of the
acquired, plus any costs directly attributable to the business combination.
When a business combination agreement provides for an adjustment to the cost
of the combination contingent on future events, the Group includes the
estimated amount of that adjustment in the cost of the combination at the
acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in securities are classified on initial recognition as
available-for-sale and are carried at fair value, except where their fair
value cannot be measured reliably, in which case they are carried at cost,
less any impairment.
Unrealised holding gains and losses other than impairments are recognised in
other comprehensive income. On maturity or disposal, net gains and losses
previously deferred in accumulated other comprehensive income are recognised
in income
.
Interest income on debt securities, where applicable, is recognised in income
using the effective interest method. Dividends on equity securities are
recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits.
Trade receivables
Trade receivables are amounts due from customers for goods or services
performed in the ordinary course of business. If collection is expected in one
year or less (or in the normal operating cycle of the business if longer),
they are classified as current assets. If not, they are presented as
non-current assets.
Trade receivables are recognised initially at the transaction price. They are
subsequently measured at amortised cost using the effective interest method,
less provision for impairment. A provision for the impairment of trade
receivables is established when there is objective evidence that the Group
will not be able to collect all amounts due according to the original terms of
the receivables.
Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not,
they are presented as non-current liabilities.
Trade payables are recognised initially at the transaction price and
subsequently measured at amortised cost using the effective interest method.
Borrowings
All borrowings are initially recorded at the amount of proceeds received, net
of transaction costs. Borrowings are subsequently carried at amortised cost,
with the difference between the proceeds, net of transaction costs, and the
amount due on redemption being recognised as a charge to the income statement
over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method
and is included in finance costs.
Borrowings are classified as current liabilities unless the group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
Conversion of foreign currency
Foreign currency transactions are translated at the average exchange rates
over the year, material transactions are recorded at the exchange rate ruling
on the date of the transaction. Assets and liabilities are translated at the
rates prevailing at the balance sheet date. The Group has significant
transactions and balances denominated in Euros and GBP. The year-end exchange
rate to USD was US $1 to GBP £0.7990 and US $1 to €0.9335 (2023: US $1 to
GBP £0.7855, US $1 to €0.9060) US $1 to ARS $1,144.52 (2023: US $1 to ARS
$810.819) and the average exchange rate during 2023 was US $1 to GBP £0.7981
(2023: US $1 to GBP £0.8039).
In the Company financial statements, the income and expenses of foreign
operations are translated at the exchange rates ruling at the dates of the
transactions. The assets and liabilities of foreign operations, both monetary
and non-monetary, are translated at exchange rates ruling at the balance sheet
date. The reporting currency of the Company and group is United Stated Dollars
(US $).
Share-based payments
The fair value of equity instruments granted to employees is charged to the
income statement, with a corresponding increase in equity. The fair value of
share options is measured at grant date, using the binomial option pricing
model or Black-Scholes pricing model were considered more appropriate, and
spread over the period during which the employee becomes unconditionally
entitled to the award. The charge is adjusted to reflect the number of shares
or options that vest.
The Group operates an equity-settled, share-based compensation plan, under
which the entity receives services from employees as consideration for equity
instruments (options) of the entity. The fair value of the employee services
received is measured by reference to the estimated fair value at the grant
date of equity instruments granted and is recognised as an expense over the
vesting period. The estimated fair value of the option granted is calculated
using the Black Scholes option pricing model. The total amount expensed is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium when the options
are exercised.
Financial liabilities and equity
Financial liabilities and equity instruments issued by the Group are
classified according to the substance of the contractual arrangements entered
into and the definitions of a financial liability and an equity instrument. An
equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all of its liabilities. The accounting
policies adopted for specific financial liabilities and equity instruments are
set out below.
Inventory
Nativo has chosen to value crude oil inventories, a commodity product, at net
realisable value, the value is based on a discounted observable year-end
market price. Other inventory items are valued at the lower of net realisable
value and cost.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at
the fair value of the cash or other resources received or receivable, net of
the direct costs of issuing the equity instruments. If payment is deferred and
the time value of money is material, the initial measurement is on a present
value basis.
Financial instruments
Financial assets and financial liabilities are recognised on the Group's
balance sheet when the Group becomes a party to the contractual provisions of
the instrument.
Equity instruments
Financial instruments issued by the Group are treated as equity only to the
extent that they meet the following two conditions, in accordance with IAS 32:
- They include no contractual obligations upon the Group to deliver cash or
other financial assets or to exchange financial assets or financial
liabilities with another party under conditions that are potentially
unfavourable to the Group; and
- Where the instrument will or may be settled in the Group's own equity
instruments, it is either a non-derivative that includes no obligation to
deliver a variable number of the Group's own equity instruments or is a
derivative that will be settled by the Group exchanging a fixed amount of cash
or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the financial instrument is
classified as a financial liability.
Use of estimates and judgements
The preparation of financial statements in conforming with adopted IFRSs
requires management to make judgements, estimates and assumptions that affect
the reported amounts of assets and liabilities as well as the disclosure of
contingent assets and liabilities as at the balance sheet date and the
reported amount of revenues and expenses during the period. Actual outcomes
may differ from those estimates. The key sources 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, are the
impairment of assets and the Group's going concern assessment.
Amounts capitalised to the consolidated statements of financial position
In accordance with the Group policy, expenditures are capitalised only where
the Group holds a licence interest in an area. All expenditure relating to the
Bolivian company has been expensed to the statement of comprehensive income,
as the Group has not yet been assigned any licence interests in the country.
The Group has capitalised its participation in the SCS assets.
Prior to the decision to dispose of the majority of its SCS interest, expenses
incurred in the UK relating to SCS were capitalised. All such capitalised UK
costs were then impaired to nil value following the disposal decision.
Valuation of assets
In line with the requirements of IFRS 5, management have considered impairment
in the assets held for sale by comparing the expected fair value less costs to
sell (which was agreed in {June 2023] and the carrying value of the disposal
group. On the basis the fair value less costs to sell were in excess of the
carrying value of the disposal group no impairments were considered necessary.
The parent company's investment in subsidiary has been written down to the
fair value less costs to sell as the value achieved is indicative of the value
at the balance sheet date and the majority of the activity of the subsidiaries
is linked to the discontinued operations.
Management have previously impaired $506,818 of intangible assets which were
costs associated with asset capitalised in the parent company. This intangible
has not been disposed of but is linked to the activities of the discontinued
operations and therefore have been fully impaired at 31 December 2023.
Functional currency
The groups principal activities are undertaken in the UK and Peru. Judgement
is required to assess to the functional currency of the Group's components and
subsidiaries. Consistent with previous years, management have determined that
the functional currency is USD on the basis that revenues, a portion of the
cost base and financing activities are denominated in USD.
Settlement of financial liabilities
As detailed in note 26, during the year the Company renegotiated and / or
settled certain financial liabilities. These were on favourable terms to the
Group. Judgement is required to assess whether the counterparties to the
liabilities were acting in their capacity as shareholders to the Group. On the
basis of the favourable terms management have determined they were acting in
their capacity as shareholders and have accounted for the renegotiation or
settlement accordingly as detailed in note 26.
Carrying value of investment subsidiaries
An impairment provision has been made on the carrying value of investment in
subsidiaries, writing them down to the disposal value achieved on the sale of
the underlying SCS interests in June 2023.
3 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 year end 31 December 2024, there are two business segments based on
operations:
SEGMENTAL RESULTS Boku (Peru) Head office (UK) Total
2024 2024 2024
Revenue 44,000 - 44,000
Operating profit (loss) before depreciation, share-based payment charges, (313,826) (1,255,128) (1,568,954)
restructuring costs and gain (loss) on sale of assets and foreign exchange:
Depreciation of tangibles - (16,395) (16,395)
Amortisation of intangibles - - -
Share based payments - (3,022) (3,022)
Foreign exchange gain - - -
Operating profit/(loss) (313,826) (1,274,545) (1,588,371)
Finance expense (2,450) (1,090,328) (1,092,778)
Other income 2,010 431,934 433,944
Profit/(loss) before taxation (314,266) (1,932,939) (2,247,205)
3 Segmental analysis (continued)
SEGMENTAL ASSETS Boku (Peru) Head office (UK) Total
2024 2024 2024
Property, plant and equipment 32,598 1 32,599
Intangible assets 36,200 - 36,200
Cash and cash equivalents 23,525 22,548 46,073
Trade and other receivables 25,862 153,134 178,996
118,185 175,683 293,868
At the year end 31 December 2023, there is one business segment based on
operations, due to the discontinued operations:
SEGMENTAL RESULTS Head office (UK) Total
2023 2023 (Restated)
(Restated)
Revenue - -
Operating profit (loss) before depreciation, share-based payment charges, (1,161,081) (1,161,081)
restructuring costs and gain (loss) on sale of assets and foreign exchange:
Depreciation of tangibles (27,972) (27,972)
Amortisation of intangibles - -
Share based payments (31,734) (31,734)
Foreign exchange gain (loss) - -
Operating profit/(loss) (1,220,787) (1,220,787)
Finance expense (3,068,100) (3,068,100)
Other income 203,371 203,371
Profit/(loss) before taxation (4,085,516) (4,085,516)
SEGMENTAL ASSETS
Property, plant and equipment 1 1
Intangible assets - -
Cash and cash equivalents 83,127 83,127
Trade and other receivables 94,459 94,459
177,587 177,587
There is no difference in geographical information for both the year end 31
December 2023 and 2024 for continuing operations. The accounting policies of
the reportable segments are the same as the Group's accounting policies.
Activity in Argentina, being the Santa Cruz Sur operations are set out within
discontinued operations within note 11.
4 Discontinued operations
Disposal of SCS
On 30 June 2023, the Group disposed of SCS, which formed part of the Group
operations. Cash flows and operations that relate to a major component of the
business or geographical region that has been sold are shown separately from
continuing operations.
Assets and businesses classified as held for sale are measured at the lower of
carrying amount and fair value less costs to sell. No depreciation is charged
on assets and businesses classified as held for sale.
Assets and businesses are classified as held for sale if their carrying amount
will be recovered or settled principally through a sale transaction rather
than through continuing use. This condition is regarded as being met only when
the sale is highly probable and the assets or businesses are available for
immediate sale in their present condition. Management must be committed to the
sale, which should be expected to qualify for recognition as a completed sale
within one year from the date of classification.
Finance income or costs are included in discontinued operations only in
respect of financial assets or liabilities classified as held for sale or
derecognised on sale
5 Revenue
The analysis of the Group's revenue for the year from continuing operations is
as follows:
2024 2023 (Restated)
US $
US $
Sales 44,000 -
Revenue for 2024 all derives from Boku operations..
6 Other operating income
The analysis of the Group's other operating income for the year is as follows:
2024 2023
US $
US $
Other operating income - -
7 Other losses
2024 2023
US $
US $
Other losses
Profit / (Loss) on disposal of fixed asset 3,289 (2,298)
8 Finance income and costs
2024 2023 (Restated)
US $
US $
Finance income
Other finance income 3,025 3,450
Foreign exchange gains 401,670 -
Sale of option - 25,462
Other operating income 29,249 174,459
Net foreign exchange gain 433,944 203,371
Finance costs
Fair value losses (208,722) (226,522)
Foreign exchange losses - (649,523)
Interest on bank overdrafts and borrowings - -
Interest expense on other financing liabilities (884,056) (2,192,055)
Total finance costs (1,092,778) (3,068,100)
Net finance income/(costs) (658,834) (2,864,729)
9 Expenses and auditors' remuneration
2024 2023
US $
US $
Depreciation of property, plant and equipment 16,395 27,972
Fees payable to the company's auditor 45,055 31,827
10 Staff costs
The aggregate payroll costs (including directors' remuneration) were as
follows:
2024 2023
US $
US $
Wages and salaries 525,547 558,049
Social security costs 40,294 62,791
Pension costs, defined contribution scheme - 25,743
Share-based payment expenses 3,022 31,735
568,863 678,318
Remuneration of key personnel is set out in the table below:
2024 2023
US $
US $
Wages and salaries 521,446 330,865
Social security costs 40,169 40,103
Pension costs, defined contribution scheme - 8,517
Private health insurance 1,722 5,930
Share-based payment expenses 3,022 31,735
566,359 417,150
The average number of persons employed by the Group (including Directors)
during the year, analysed by category was as follows:
2024 2023
No.
No.
Administration and support 4 8
11 Discontinued operations
In November 2022 the Company committed to selling virtually all of its
interest in the Santa Cruz oil and gas operations in Argentina to its
joint-venture partner Interoil. A term of the sale was for Nativo to
relinquish any management and accounting in respect of the joint venture,
instead receiving a profit share in proportion to the remaining 5% holding in
the joint venture, effectively as investment income.
The sale was completed on 26 June 2023, satisfied by £825,000 in cash, shares
to the value of £400,000 in Interoil and £75,000 investment in Nativo
Resources PLC shares by Interoil. At 31 December 2022 the Argentinian
operations were classified as a disposal group held for sale and as
discontinued operations.
The results of the Argentinian operations for the period are presented below:
Revenue 2024 2023
US $
US $
Oil and Gas Revenue - 3,632.393
Total revenue - 3,632,393
Cost of sales
Production costs - (7,912,008)
Depletion - -
Total cost of sales - (7,912,008)
Gross loss - (4,279,615)
Exploration expenses - -
Impairment of plant and equipment - -
Administrative expense - (803,530)
Operating loss from discontinued operations - (5,083,145)
Finance expense - (4,157,561)
Foreign exchange gain - (34,792)
Profit on disposal - 18,331,373
Profit/(Loss) for the year before taxation from discontinued operations - 9,055,875
Deferred tax asset write-off - -
Profit/(Loss) for the year after taxation from discontinued operations - 9,055,875
12 Joint arrangements
As described in both the strategic and governance reports, in particular in
the Financial Review, Nativo has interests in gold mining and exploration
projects in Peru. Through Boku, 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. Production and sales of ore to a local gold ore processing
plant began in late December 2024. Nativo has power and control over Boku and
the right to receive variable returns and so they are treated as subsidiary
and consolidated in 31 December 2024.
As set out in Note 11, in December 2022 the decision was made to divest of the
Group's previous joint arrangements and concessions, following which, in June
2023 that interest was reduced to a 5% holding and the joint arrangement
thereby has been treated in the accounts as discontinued operations.
13 Taxation
Year to Year to
31 December 2024 31 December 2023(Restated)
US $ US $
Tax on profit on ordinary activities
Taxation charged based on profits for the period - -
UK corporation tax based on the results for the period - -
Deferred tax asset write-off in subsidiary - -
Total tax expense in income statement - -
Reconciliation of the tax expenses
UK corporation tax is calculated at 25% (2023:19%) of the estimated assessable
loss for the year. The UK corporation tax rate was 19% until April 2023 when
it increased to 25% for groups with taxable profits of over £250,000.
Taxation for other jurisdictions is calculated at the rates prevailing in the
respective jurisdictions.
The Group tax expense for the year can be reconciled to the loss per the
income statement as follows:
Year to Year to
31 December 31 December 2023 (Restated)
2024 US $
US $
Loss on ordinary activities before taxation (2,090,072) (4,085,516)
Profit / (loss) from discontinued operations - 9,055,875
Profit / (loss) for the year before tax (2,090,072) 4,970,359
Profit / (loss) on ordinary activities multiplied by standard rate of (522,518) 944,368
corporation tax in the UK
Effects of:
Expenses disallowed for tax purposes 8,036 5,315
Disposal of investments - (1,720,616)
Unrealised fair value adjustments of investments 27,452
Deferred tax not provided - tax losses carried forward 487,030 770,933
Deferred tax asset in subsidiary written off - -
Total current tax - -
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. The amount of tax losses carried forward for which a deferred
tax asset has not been recognised is US $54million (2023: US $52million). The
potential deferred tax asset is US $13.5million (2023: US $9.9million).
No amounts have been recognised within tax on the results of the
equity-accounted joint ventures.
14 Loss per share
The calculation of basic and diluted loss per share at 31 December 2024 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.
Year to Year to
31 December 31 December 2023(Restated)
2024
Net loss for the year (US $) before exchange on translating foreign operations (2,090,072) 4,970,359
Net loss on continuing operations (2,090,072) (4,085,516)
Basic weighted average ordinary shares in issue during the year 35,374,897,853 4,867,580,788
Diluted weighted average ordinary shares in issue during the year 35,374,897,853 4,867,580,788
Loss per share (cents)
Basic and diluted (cents) (0.01) 0.10
Loss per share on continuing operations (cents)
Basic and diluted (cents) (0.01) (0.08)
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. Please see Note 24 for details of their rights.
15 Loss of the parent company
The parent company is not required to produce its own profit and loss account
(or IFRS equivalent) because of the exemption provision in Section 408 of the
Companies Act 2006.
16 Property, plant and equipment
Group
31 December 2024 PPE - Gold Fixtures & Fittings Total
US $
US $
Properties
US $
Cost or valuation
At 1 January 2024 - 95,219 95,219
Additions 33,814 - 33,814
Disposals - - -
At 31 December 2024 33,814 95,219 129,033
Depreciation
At 1 January 2024 - 95,218 95,218
Charge for year 1,216 - 1,216
Disposals - - -
At 31 December 2024 1,216 95,218 96,434
Carrying amount
At 31 December 2024 32,598 1 32,599
At 31 December 2023 - 1 1
31 December 2023 PPE - Gold Fixtures & Fittings Total
US $
US $
Properties
US $
Cost or valuation
At 1 January 2023 - 98,210 98,210
Additions - (2,991) (2,991)
At 31 December 2023 - 95,219 95,219
Depreciation
At 1 January 2023 - 95,911 95,911
Charge for year - - -
Disposals - (693) (693)
At 31 December 2023 - 95,218 95,218
Carrying amount
At 31 December 2023 - 1 1
At 31 December 2022 - 2,299 2,299
Company
31 December 2024 Fixtures & Fittings Total
US $
US $
Cost or valuation
At 1 January 2024 92,903 92,903
Additions - -
At 31 December 2024 92,903 92,903
Depreciation
At 1 January 2024 92,902 92,902
Charge for year - -
Disposals - -
At 31 December 2024 92,902 92,902
Carrying amount
At 31 December 2024 1 1
At 31 December 2023 1 1
31 December 2023 Fixtures & Fittings Total
US $
US $
Cost or valuation
At 1 January 2023 92,903 92,903
Additions - -
Assets of disposal held for sale - -
At 31 December 2023 92,903 92,903
Depreciation
At 1 January 2023 92,902 92,902
Charge for year - -
Disposals - -
At 31 December 2023 92,902 92,902
Carrying amount
At 31 December 2023 1 1
At 31 December 2022 1 1
17 Intangible assets
Group
31 December 2024 Mining operations Total
US $
US $
At 1 January 2024 - -
Additions 36,200 36,200
At 31 December 2024 36,200 36,200
Depletion and impairment
At 1 January 2024 - -
Depletion - -
Impairment - -
At 31 December 2024 - -
Carrying amount
At 31 December 2024 36,200 36,200
At 31 December 2023 - -
31 December 2023 Mining operations Total
US $
US $
At 1 January 2023 - -
Additions - -
Assets of disposal held for sale - -
At 31 December 2023 - -
Depletion and impairment
At 1 January 2023 - -
Depletion - -
Impairment - -
Assets of disposal held for sale - -
At 31 December 2023 - -
Carrying amount
At 31 December 2023 - -
At 31 December 2022 - -
All intangible assets relate to gold mining activities within the Boku CGU.
During the year the Group acquired the Ana Lucia Project, a group of mining
concessions covering 2,100 hectares in central Peru's Ancash region.
18 Right of use assets
Group and Company
31 December 2024 Office lease Total
US $
US $
At 1 January 2024 69,930 69,930
Disposal (69,930) (69,930)
At 31 December 2024 - -
Depreciation
At 1 January 2024 27,972 27,972
Charge for the year 16,317 16,317
Disposal (44,289) (44,289)
At 31 December 2024 - -
Carrying amount
At 31 December 2024 - -
At 31 December 2023 41,958 41,958
31 December 2023 Office lease Total
US $
US $
At 1 January 2023 - -
Additions 69,930 69,930
At 31 December 2023 69,930 69,930
Depreciation
At 1 January 2023 - -
Charge for the year 27,972 27,972
Impairment - -
At 31 December 2023 27,972 27,972
Carrying amount
At 31 December 2023 41,958 41,958
At 31 December 2022 - -
Depreciation of $16,317 (2023: 27,972) and interest on lease liabilities of
$5,493 (2023: $6,993) are recognised in the statement of comprehensive income.
The office lease was terminated in the year.
19 Interest in subsidiary undertakings
Year to Year to
31 December 2024 31 December 2023
US $
US $
Cost or valuation
At 1 January 30,521,648 30,521,648
Additions - -
At 31 December 30,521,648 30,521,648
Impairment
At 1 January 30,521,648 28,959,327
Impairment - 1,562,321
At 31 December 30,521,648 30,521,648
Carrying amount
At 31 December 2024 - -
At 31 December 2023 - -
Details of the subsidiaries are as follows:
Subsidiary Class of share % owned Country of registration Nature of business
Echo Energy Holdings (UK) Limited Ordinary 100% England & Wales Holding company
Echo Energy Argentina Holdings Limited Ordinary 100% England & Wales Holding company
Echo Energy Tapi Aike Limited Ordinary 100% England & Wales Holding company
Eco Energy TA Op Limited Ordinary 100% England & Wales Dormant
Echo Energy C D & LLC Limited Ordinary 100% England & Wales Holding company
Eco Energy CDL Op Limited Ordinary 100% England & Wales Dormant
Echo Energy Bolivia (Hold Co 1) Limited Ordinary 100% England & Wales Holding company
Echo Energy Bolivia (Op Co 1) Limited Ordinary 100% England & Wales Dormant
Echo Energy Bolivia (Hold Co 2) Limited Ordinary 100% England & Wales Holding company
Echo Energy Bolivia (Op Co 2) Limited Ordinary 100% England & Wales Dormant
Echo Natural Resources Limited Ordinary 100% England & Wales Holding company
Boku Resources SAC Ordinary 50% Peru Peruvian operating company
Dydima EIRL Ordinary 100% Peru Dormant
The registered address for all of the above subsidiaries in England &
Wales is: 85 Great Portland Street, London, W1W 7LT.
Business combinations
During the year Nativo acquired a 50% interest in Boku Resources SAC via Echo
Natural Resources Limited. The consideration is US $750,000 and payable in
cash and there were no pre-acquisition reserves/transactions or any
identifiable assets or liabilities or contingent liabilities at the
acquisition date and there is no goodwill upon consolidation. See also Note 11
for further information.
The operating results, assets and liabilities of the acquired company have
been consolidated from the acquisition date of 28 June 2024 and Boku Resources
SAC's loss for the period from incorporation to 31 December 2024 was the same
as its post-acquisition loss of $314,266.
Acquisition related costs of approximately $29,000 have been recognised within
administrative expenses in the consolidated income statement.
20 Current investments
Financial assets at fair value through profit and loss: Year to Year to
31 December 2024 31 December 2023
US $
US $
Equity securities 86,738 283,422
Total 86,738 283,422
During 2023, the Company received £400,000 worth of shares in Interoil
exploration and Production ASA (a company listed on the Oslo stock exchange in
Norway) as part of the agreements entered into by the Group to dispose of its
SCS operations. The fair values of quoted equity securities are determined
through Level 1 inputs from Quoted market Prices.
21 Trade and other receivables
Group Company
Current 31 December 31 December 31 December 31 December
2024
2023
2024
2023
US $
US $
US $
US $
Trade receivables - - - -
Prepayments 47,519 72,589 46,957 72,589
Other receivables 131,477 21,870 14,377 21,870
178,996 94,459 61,334 94,459
Non-current
Amounts owing by subsidiaries - - 12,116,723 11,358,845
Impairment in year - - (11,358,845) (11,358,845)
- - 757,878 -
The Group's exposure to credit and market risks, including maturity analysis,
relating to trade and other receivables is disclosed in note 23 "Financial
Instruments and treasury risk management". The Directors consider that the
carrying amount of trade and other receivables approximated to their fair
value.
22 Cash and cash equivalents
Group Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
US $
US $
US $
US $
Cash at bank 46,073 83,127 6,540 82,357
46,073 83,127 6,540 82,357
23 Financial Instruments and treasury risk management
Fair value of financial assets and liabilities
The carrying values of financial assets and liabilities are considered to be
materially equivalent to their fair values, with the expectation of the
Eurobond loan which is calculated at present value as disclosed in note 25.
The fair value is approximately $6.7m higher due to the impact of using a
market rate interest.
Treasury risk management
The Group manages a variety of market risks, including the effects of changes
in foreign exchange rates, liquidity and counterparty risk.
Credit risk
The Groups' principle financial assets are bank balances and cash and other
receivables. The credit risk on liquid funds is limited because the
counterparties are UK, Argentine and Bolivian banks with high credit ratings.
The Group operates with positive cash and cash equivalents as a result of
using share capital in anticipation of future funding requirements. The
Group's policy is therefore one of achieving higher returns with minimal
risks. In order to provide a degree of certainty, the Group looks, when
appropriate, to invest in short-term fixed-interest treasury deposits giving a
low risk profile to these assets.
Currency risk
The Group's operations are now primarily located in the United Kingdom and
Peru, with the main exchange risk being between the US Dollar against Pound
Sterling and Peruvian Sol for general operations and US Dollar and Euro for
borrowings. Previously the Group was exposed to currency risk from its
operations in Argentina, but these have now been discontinued.
At year end the Group held the following cash and cash equivalent balances:
Year to Year to
31 December 2024 31 December 2023
US $
US $
US Dollars 623 565
GBP Sterling 21,155 82,570
Euro - (8)
Peruvian Sol 23,525 -
Bolivian Boliviano 770 -
Total 46,073 83,127
The consolidated statement of comprehensive income would be affected by US
$2,178 (2023: US $8,257) if the exchange rate between the US $ and GBP changed
by 10%. There would be a loss of US $Nil (2023: US $Nil) if the exchange rate
between the Argentine Peso and the US Dollar weakened by 10%.
The Group has exposure to the Euro, Nativo hold €6.3million (2023:
€5.5million) bond notes, the Group held Euro-denominated funds at the
beginning of the period to cover servicing of debt during the accounting year.
The primary source of funds for the Group in the period was equity raised in
GBP, these funds are predominately translated into USD to fund exploration,
acquisition and production activity in Argentina. No hedging products were
used during this accounting period, but management actively reviewed currency
requirements to access the suitability of hedging products. The Groups
consolidated statement of income would be affected by approximately US
$426,002 (2023: US $605,385) by a reasonably possible 10 percentage points
fluctuation in the exchange rate between US Dollars and Euros.
Currency risk (continued)
The Group used Blue-Chip Swaps during the previous year to repatriate funds
from Argentina to the UK. A Blue-Chip Swap is when a domestic investor
purchases a foreign asset and then transfers the purchased asset to an
offshore entity. The Group's Argentine subsidiary purchased shares in highly
stable and liquid companies that are traded on both domestic and offshore
stock exchanges. These shares were held for a fixed period in accordance with
Argentinian regulation. Following the end of the fixed period the shares were
sold offshore and the resulting funds were then repatriated to the parent
company. This type of transactions is therefore exposed to stock price
volatility during the hold period and incurs transaction fees.
Interest rate risk
The Group holds debt instruments there were issued at a fixed rate. As party
of the Group's policy to maximise returns on cash held, cash held is placed in
interest-bearing accounts where possible. During the course of 2024, Nativo
invested cash into operations and did not hold significant cash balances for
prolonged periods of time. The consolidated statement of comprehensive income
would be affected by US $Nil (2023: US $Nil) by a one percentage point change
floating interest rate on a full-year basis.
Liquidity risk
The Group actively manages its working capital to ensure the Group has
sufficient funds for operations and planned activated. Operation cash flow
represents receipts from revenue, together with on-going direct operational
support costs, exploration, appraisal, administration and business development
costs. The Group manages its liquidity requirements by the use of both
short-term and long-term cash flow forecasts. The Group's policy is to ensure
facilities are available as required, to issue equity share capital and from
strategic alliances in accordance with long-term cash flow forecasts. The
Group has no undrawn committed facilities as at 31 December 2024.
The Group's financial liabilities are primarily obligations under joint
operations, trade payables and operational costs. All amounts are due for
payment in accordance with agreed settlement terms with suppliers or statutory
deadlines and all within one year.
The Group hold Euro-denominated long-term debt, see note 25. Other than
long-term debts, all financial liabilities are due for settlement within 12
months. The Group held cash balances of US $46,073 (2023: US $83,127).
The Group does not currently use derivatives financial instruments to hedge
currency and commodity price risk as it not considered necessary. Should the
Group identify a requirement for the future use of such financial instruments,
a comprehensive set of policies and systems as approved by the Directors will
be implemented.
Commodity Price Risk
The Group is no longer exposed to significant risks of fluctuations on
prevailing commodity market prices due to the disposal of its Argentina
operations.
Capital management
The Group's legacy strategy has led to its capital structure being a mixture
of debt and equity. The Directors will reassess the future capital structure
when new projects are sufficiently advances and restructure accordingly.
The Group's financial strategy is to utilise its resources to further appraise
and test the Group's projects, forming strategic alliances for specific
projects where appropriate together with assessing target acquisitions. The
Group keeps investors and the market informed of progress with its projects
through regular announcements and raises additional equity finance at
appropriate times.
Categories of financial instruments
All of the Group's financial assets are carried at amortised cost apart from
the listed equities held at fair value, as disclosed in note 20. The Group's
financial liabilities are classified as financial liabilities at amortised
cost.
24 Trade and other payables
Group Company
Current 31 December 31 December 31 December 31 December
2024
2023
2024
2023
US $
US $
US $
US $
Trade payables 206,183 488,777 185,834 488,777
Social security and other taxes 26,003 26,737 14,874 26,737
Accruals 403,611 283,239 403,611 283,239
Other payables 18,122 - 210 -
653,919 798,753 604,529 798,753
Loans and borrowings 1,133,337 - 1,133,337 -
Lease liabilities - 44,078 - 44,078
Non-current
Amounts owing to subsidiaries - - 551,331 264,378
25 Share capital
Issued, Called Up and Fully Paid
61,714,545,020 0.31¢ (2024 6,285,526,975 0.31¢) ordinary shares.
Group Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
US $
US $
US $
US $
1 January 19,796,814 19,795,863 19,796,814 19,795,863
Equity shares issued 71,497 951 71,497 951
19,868,311 19,796,814 19,868,311 19,796,814
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.
Shares were issued during the year as follows:
Date Shares Price Price Nominal Value (US $)
pence (US ¢)
1 January 2024 6,285,526,975 19,796,814
Shares issued 01/01/2024 1,111,111,111 0.0045 0.0057 1,413
Shares issued 29/01/2024 333,333,333 0.0045 0.0057 423
Shares issued 29/01/2024 5,555,555,556 0.0045 0.0057 7,055
Shares issued 02/07/2024 3,742,222,222 0.0045 0.0057 4,723
Shares issued 04/04/2024 1,658,974,359 0.0039 0.0049 2,097
Shares issued 07/11/2024 1,666,666,666 0.0027 0.0034 2,136
Shares issued 07/15/2024 1,296,296,296 0.0027 0.0035 1,681
Shares issued 08/01/2024 1,388,888,888 0.0028 0.0036 1,786
Shares issued 08/01/2024 12,530,620,200 0.0025 0.0032 16,112
Shares issued 08/28/2024 4,199,179,800 0.0025 0.0033 5,540
Shares issued 08/29/2024 1,579,370,607 0.0033 0.0041 1,999
Shares issued 10/10/2024 2,960,000,000 0.0025 0.0032 3,865
Shares issued 10/10/2024 16,480,000,000 0.0025 0.0032 21,518
Shares issued 10/11/2024 580,645,161 0.0031 0.0040 759
Shares issued 10/21/2024 346,153,846 0.0026 0.0033 508
31 December 2024 61,714,545,020 19,868,311
(A) Share options
The Group has a share option scheme established to reward and incentivise the
executive management team and staff for delivering share price growth. The
share option scheme is administered by the remuneration committee. The
expected life of the options is based on the expected time through to exercise
and is not necessarily indicative of the exercise patterns.
Share options are valued using the stochastic Black-Scholes model. The inputs
to the model are the market price at the date of grant, the exercise price set
out in the option agreement, expected life, the risk-free rate of return and
the expected volatility. A 10-year gift rate is used as an equivalent to
risk-free rate and the expected volatility was determined with reference to
the Company's share price.
The expected life used in the model has been adjusted, based on management's
best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations. The cost of options is amortised to the
statement of comprehensive income over the service period of the option.
On 21 December 2023 the Company issued 238,468,698 options to Stephen Birrell
over new Ordinary shares in the Company. The options have an exercise price of
0.0105 pence per new Ordinary share, being the price equal to the closing
price per Ordinary share on 21 December 2023, and will vest on the third
anniversary of the date of grant and will be exercisable anytime thereafter
until expiry on the fifth anniversary of the date on which the Options were
granted.
Details of the tranches of share options outstanding at the year-end are as
follows:
Share options Number WAEP* Number WAEP*
31/12/2024 (¢) 31/12/2023 (¢)
31/12/2024 31/12/2023
Outstanding at 1 January 285,468,698 0.3 71,266,483 3
Granted during the year - - 238,468,698 0.013
Forfeited during the period (47,000,000) .01 (23,070,755) 3
Cancelled during the year - - (1,195,728) 3
Options outstanding as at 31 December 238,468,698 0.01 285,468,698 0.3
Exercisable at 31 December - - 39,000,000 2.3
*Weighted Average Exercise Price (WAEP)
The fair values on the grant date and each reporting date were determined
using the Black-Scholes option pricing model. The following key assumptions
were used in determining the derivative's fair value at the reporting date:
Options 22/12/2023
Market stock price 0.0105p
0.0105p
Option strike price
Volatility 70%
Expiration of the option 2 years
Risk free rate 3.3%
Future value $31,338
Expense $3,022
The weighted average outstanding life of vested share options is 2 year. The
price for outstanding options ranges between 0.01¢ and 3¢ (0.013¢ and 3¢).
The outstanding options are not subject to any share performance-related
vesting conditions, but vesting is conditional upon continuity of service.
The Group recognised total expenses of US $3,022 (2023: US $31,735) related to
equity-settled, share based payment transactions during the year.
A deferred taxation asset has not been recognised in relation to the charge
for share-based payments due to availability of tax losses to be carried
forward.
(B) Warrants over ordinary shares
The Company issued warrants over ordinary shares to subscribers of new
ordinary shares and as fundraising commission in respect of debt restructuring
completed during the year to 31 December 2024.
Details of the tranches of warrants outstanding at the year-end are as
follows:
Warrants Number WAEP* Number WAEP*
31/12/2024 (¢) 31/12/2023 (¢)
31/12/2024 31/12/2023
Outstanding at 1 January 369,227,384 0.5 565,016,300 1
Granted during the year 17,317,888,889 - - -
Exercised during the period - - (33,190,876) 1
Lapsed in year (369,227,384) 1 (162,598,040) 1
Outstanding as at 31 December 17,317,888,889 0.5 369,227,384 0.5
*Weighted Average Exercise Price (WAEP)
Warrants values are calculated using the Black-Scholes option pricing model
using the following inputs:
The exercise price for outstanding warrants as at 31 December 2024 ranges
between 0.06¢ and 0.1¢ (0.32¢ and 0.83¢). The residual weighted average
contractual life for warrants is less than 1 year.
(C) Share premium account
31 December 2024 31 December 2023
Share options Group Company Group Company
US $ US $ US $ US $
1 January 84,123,447 84,123,447 83,790,504 83,790,504
Premium arising on issue of equity shares 2,053,756 2,054,424 332,943 332,943
Warrants lapsed - - - -
Warrants issued - - - -
Transaction costs - - - -
31 December 86,177,203 86,177,871 84,123,447 84,123,447
Warrants and options which lapsed, expired or were exercised in the period
have been transferred between the warrant or option reserve and retained
earnings.
26 Loans due in over one year
31 December 2024 31 December 2023 (Restated)
US $ US $
Five-year secured bonds 7,609,056 7,329,620
Other loans - 1,227,292
Total 7,609,056 8,556,912
31 December 2023 (Restated) Amortised finance charges Exchange adjustments 31 December 2024
US $ Funds raised US $ US $ Converted to equity US $
US $ US $
€20 million five-year secured bonds 7,329,620 181,564 97,872 7,609,056
- -
Other loans 1,227,292 530,013 24,437 (35,639) 1,133,337
(612,766)
Total 8,556,912 530,013 206,001 62,233 8,742,393
(612,766)
Euro-bond renegotiation
On 2 December 2022, a partial (50%) settlement of the principal and accrued
interest was agreed on the existing Euro-secured denominated bonds, $11.3m of
the debt being settled by the issue of 2,436,938 ordinary shares. On the basis
the settlement of the loan was on favourable terms to the Group, management
considered the counterparty was acting in their capacity as shareholders of
the Group and therefore the criteria in IFRIC 19 - Extinguishment
of financial liabilities with Equity Instruments did not apply. Therefore the
value of the shares issued has been deemed to be the same as the carrying
value of the loan.
In addition and at the same time, the repayment date for the remaining bonds
was moved back from 2024 until 2032 and the interest rate reduced from 8% to
2%. This is a substantial modification to the loan terms, management
calculated the present value of the new loan and compared to the carrying
value. The difference has been recorded as a capital contribution to the group
of $7.2m. The Euro-bond balance at 31 December 2023 has been restated from
$6,053,854 to $7,329,620 and the difference relates to a prior year adjustment
for finance costs.
Other loans issue of equity
On 8 February 2024, the convertible loan facility with Almace was cancelled.
The debt of $82,613 was settled by the issue of 1,444,444,444 ordinary shares.
Maturity analysis
Contractual undiscounted cashflows:
31 December 2024 31 December 2023 (Restated)
US $ US $
Amounts due within one year 1,133,337 -
Amounts due between one and five years - 82,750
Amounts due over five years 7,609,056 84,74,162
Total 8,742,393 8,556,912
27 Related party transactions
Inter-Group balances
In order for individual subsidiary companies to carry out the objectives of
the Group, amounts are loaned to them on an unsecured basis. At the year-end
the following amounts were outstanding:
Amounts owed to Nativo Resources PLC from: 31 December 2024 31 December 2023
US $ US $
Echo Natural Resources Limited 757,877 -
757,877 -
At the year end the Group owed $nil (2023: $68,222) to Ossian Energy Ltd, a
company controlled by Director Stephen Birrell, for professional fees invoiced
prior to his appointment as a Director.
The Directors' emoluments, shareholding and options are disclosed in the
Directors' Remuneration Report and the Directors' Report. As at the year end
the Company owed the Directors $294,497 in respect of accrued and deferred
salaries.
28 Controlling party
The Directors do not consider there to be a controlling party.
29 Commitments
Nativo had no committed expenditure at the end of 31 December 2024.
30 Post balance sheet events
Shares were issued post 31 December 2024 as follows:
Date Shares Prices (US $)
Shares issued 21/01/2025 12,747,666,666 377,844
Shares issued 29/01/2025 473,684,210 11,254
Shares issued 26/02/2025 104 1
Shares issued 07/04/2025 12,000,000 94,184
Shares issued 10/04/2025 15,363,712 148,956
Shares issued 10/04/2025 1,337,792 12,970
Shares issued 25/04/2025 9,909,862 92,332
Post balance sheet events (continued)
Debt restructuring
In January 2025 the Group entered into an agreement with Spartan Fund Limited
(SAC) (the "Lenders") to cancel the Company's £1.0 million loan facility (the
"Spartan Loan") with the Lenders.
The outstanding capital on the Spartan Loan will be rolled into a new
convertible loan note ("CLN"). The details of the CLN are as follows:
· Principal amount: £605,250
· Maturity: January 2028
· Coupon: Until converted fully, the Spartan Loan has a coupon of 5%
with interest payable in cash, quarterly in arrears
· Conversion terms: Lender may elect to convert all or part of the
principal at any time into Ordinary Shares in the Company at the conversion
price which will be set at a premium of 20% over the average share price of
the last five trading days prior to the date of the election to convert
Interest accrued on the Spartan Loan up until 31 December 2024, being
£305,944, will be converted into Ordinary Shares in the Company ("Shares") at
a conversion price of 0.0024p, which represents a premium of 20% to the volume
weighted average mid-price of the five trading days to 16 January 2025.
Accordingly, 12,747,666,666 Shares will be issued to the Lenders, representing
13.20% of the enlarged issued share capital of the Company.
Share Consolidation
In February 2025 the Company reduced the number of Existing Ordinary Shares in
issue with a resulting adjustment in the market price of such shares, by
consolidating the Existing Ordinary Shares on the basis of 1 New Ordinary
Share of 0.15p for every 1,500 Existing Ordinary Shares of 0.0001p each.
To effect the Consolidation, 104 additional ordinary shares of 0.0001p each
("Additional Shares") have been allotted to an adviser of the Company so that
the aggregate nominal value of the ordinary share capital of the Company
before the Consolidation is exactly divisible by 1,500.
As a result, the Company's existing issued share capital of 74,935,895,896
ordinary shares of 0.0001p together with the Additional Shares was
consolidated into 49,957,264 ordinary shares of 0.15p, each with one voting
right.
Option agreement
In March 2025 the Group signed of an option agreement (the "Agreement"), via
the Company's 50%-owned Peruvian joint venture Boku, pursuant to which Boku
will evaluate the opportunity to recover and sell gold and silver from the
Toma La Mano tailings dump and redeposit the tailings in line with
legislation.
Toma La Mano is in the Ancash region of central Peru, 42 km north of the city
of Huaraz, and is 100% owned by a private Peruvian company, Corporación
Minera Toma la Mano S.A. (the "Owners"). The Owners operate a polymetallic
tolling plant on the site, extracting lead, zinc, copper, and silver from
third party ore.
The Agreement allows Boku, for a period of up to three years, to analyse the
deposit and undertake a resource estimate and feasibility study, which will
include detailed metallurgical analysis to report on recovery rates and
process optimisation. During the three-year period, Boku shall have the option
to make a Final Investment Decision ("FID") and establish a processing plant
to clean the tailings and recover and sell the precious metals in return for a
rental fee of US$3 per tonne of tailings processed and an initial royalty fee
of 6.5% on revenues, which will increase to 7% once Boku recovers 30% of its
expenditure. Boku will not have any ownership interest in the asset.
Morrocota Gold Mine Acquisition
In April 2025 the Group entered into the agreement to acquire 100% of the
Morrocota Gold Mine and production through the acquisition of the entire share
capital of Dydima E.I.R.L. ("Dydima") (the "Acquisition"), the Peruvian
licence-holding entity of Morrocota, from its owners Mr Emilio Jimenez Velarde
and Mr Ignacio Jimenz Velarde (the "Vendors").
The consideration for the Acquisition of approximately US$147,000 will be
satisfied through the issue to the Vendors of 15,363,712 new ordinary shares
in the Company (the "Consideration Shares") at a price of 0.7475p (the "Issue
Price"), being a 15% premium to the closing share price on 9 April 2025, the
latest business day before the Acquisition.
The Vendors will also be issued with one warrant to subscribe for one new
Ordinary Share for every two Consideration Shares to be issued (the
"Warrants"). The Warrants will be exercisable for up to two years from the
date of issue with an exercise price of 0.93p, a premium of approximately 25%
to the Issue Price.
Additionally, the Vendors have unconditionally agreed to invest further in the
Company by way of an immediate cash subscription for approximately £10,000,
representing 1,337,792 new ordinary Shares at the Issue Price (the
"Subscription Shares").
Convertible Loan Note Issue
In May 2025 the Company 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.
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. END FR SSSFWLEISEDMRecent news on Nativo Resources
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