REG - Nativo Resources Plc - Final Results
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RNS Number : 4053G Nativo Resources Plc 01 June 2026
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
1 June 2026
Nativo Resources Plc
("Nativo" or the "Company")
Final Results for the Year Ended 31 December 2025
Nativo Resources plc (LON: NTVO), the growth-focused natural resources company
with gold mining and processing interests in Peru, announces its audited final
results for the year ended 31 December 2025.
The Annual Report and Accounts will shortly be made available on the Company's
website at:
https://www.nativoresources.com/investors/results-reports-and-presentations/
(https://www.nativoresources.com/investors/results-reports-and-presentations/)
Highlights
Strategic and Operational Highlights
· Transitioned Nativo into a focused Peruvian gold mining and
processing business with a clear near-term production strategy
· Acquired the remaining 50% of Boku Resources SAC in August 2025,
giving Nativo 100% ownership of the Tesoro Gold Concession and associated
operations
· Advanced operational readiness activities at the Bonanza mine
within the Tesoro Gold Concession
· Acquired a 100% interest in the Morrocota Gold Mine, providing
operational synergies and additional production optionality
· Progressed development plans for La Patona Gold Ore Processing
Plant ("GOPP"), targeted for commissioning in H2 2026
· Secured an option over the Toma La Mano tailings project in Peru,
supporting the Company's strategy to develop scalable tailings recovery
operations
· Continued geological and sampling work across the Tesoro
concession, identifying multiple additional vein targets and future mining
areas
· Established an enhanced operational team in Peru to support
production growth and project execution
Financial and Corporate Highlights
· Completed a significant restructuring of the Company's balance
sheet and funding profile during 2025
· Restructured the £1 million Spartan loan facility, materially
reducing near-term repayment pressure
· Successfully restructured the Company's €10 million bond
obligations, deferring certain payment obligations through to 2032 and
improving liquidity flexibility
· Raised approximately £3 million during the year through a
combination of equity and structured funding instruments
· Secured a £2 million funding package with Yorkville Advisors
comprising:
o £200,000 equity subscription
o £1.8 million convertible loan note facility
o ATM equity facility of up to £2 million
· Ended the year with cash balances of US$1.81 million (2024:
US$0.05 million)
· Continued proactive engagement with shareholders and stakeholders
through regular operational and corporate updates
Post Period-End Highlights
· Restarted underground works at Bonanza in February 2026
· Reported encouraging sampling results supporting plans to
recommence ore sales in Q2 2026
· Continued development works at La Patona GOPP
· Advanced contractor mobilisation and mine readiness activities
across the Tesoro concession
· Defined a JORC (2012)-compliant Exploration Target for the
Bonanza, Tesoro, Tesoro_1 and Morrocota vein systems, with highlights
including:
o Contained gold of approximately 6,686 - 195,434 oz
o Tonnages between 79,051 to 316,200 t
o Superficial vein lengths of 6,200m within the concession
· £2.1 million replacement funding package agreed with Yorkville
to replace the previous package
· Entered a framework agreement with Constructora e Inversiones
Andina Kuboc C&P SAC ("Kuboc") to identify, evaluate and develop new gold
and other precious metals mining opportunities in Peru
o Nativo will have a pre-cost recovery "waterfall" where the profit share is
85%:15% in favour of Nativo until full cost recovery
For further information please contact:
Nativo Resources Via Vigo Consulting
Stephen Birrell, Chief Executive Officer nativo@vigoconsulting.com (mailto:nativo@vigoconsulting.com)
Zeus (Nominated Adviser and Joint Broker) Tel: +44 (0)20 3829 5000
James Joyce
James Bavister
Axis Capital Markets (Joint Broker) Tel: +44 (0)20 3026 0320
Richard Hutchison
Lewis Jones
Vigo Consulting (Investor Relations) Tel: +44 (0)20 7390 0234
Ben Simons nativo@vigoconsulting.com (mailto:nativo@vigoconsulting.com)
Seb Weller
Anna Sutton
About Nativo Resources plc
Nativo has interests in gold projects in Peru. The Company's strategy is based
on three core activities: primary gold mining, gold ore processing, and the
recovery of gold from tailings. The Company has already acquired or optioned
several projects for development and has identified additional opportunities
for expansion. Nativo's nearest-term objective is to scale operations on the
Tesoro Gold Concession, focusing on the Bonanza and Morrocota mines. Nativo
may allocate portions of free cash flow from mining and processing activities
and future fundraises to Bitcoin purchases and may consider holding Bitcoin as
a long-term treasury reserve asset.
Follow us on social media:
LinkedIn: https://uk.linkedin.com/company/nativoresources-plc
(https://uk.linkedin.com/company/nativoresources-plc)
X: https://x.com/nativoresources (https://x.com/nativoresources)
Chairman's Statement
Overview
2025 was a year of execution and repositioning for Nativo. We entered the year
having set out a clear ambition: to progress from early-stage activity to
repeatable, cash-generative gold production and processing in Peru, anchored
around the Tesoro Gold Concession and the nearby Bonanza and Morrocota mine
opportunities.
Our focus throughout the period was on:
1. De-risking the operational pathway to mining and processing;
2. Strengthening the balance sheet and funding runway; and
3. Building the technical and delivery capability needed to scale
responsibly.
Progress against strategy
Expanding and consolidating the Peruvian operating footprint.
In December 2024 the Company announced a binding term sheet to acquire the
Morrocota Gold Mine, located near Bonanza and intended to be brought into
production on an accelerated timeline. This proximity underpins a strategy of
operational synergy, including shared camp and logistics, aligned geology and
the potential for coordinated mine planning.
Reducing near-term balance sheet pressure.
In January 2025, the Company concluded a debt restructuring with Spartan Fund
Limited, cancelling a £1 million loan facility and reducing repayment
pressure at a crucial stage of build-out planning.
Maintaining funding flexibility while advancing delivery.
During 2025, the Company also progressed the restructuring of its outstanding
Eurobond obligations. On 31 July 2025, the Company announced a bond
restructuring and working capital update setting out revised arrangements with
Noteholders intended to strengthen short-term liquidity and support the
continued advancement of the Company's Peruvian operations. The restructuring
proposals included amendments to the interest arrangements on the Notes and
the deferral of certain payment obligations through to 2032. The Board
considered these measures an important component of the Company's broader
capital management strategy during the year and supportive of ongoing
operational execution.
In November 2025, the Company agreed a £2 million funding package with the
Yorkville Group, comprising a £200,000 equity subscription, an unsecured
£1.8 million CLN and an At-The-Market ("ATM") equity issuance facility of up
to £2 million intended to provide flexibility (including supporting repayment
mechanics where relevant).
Operations and project development
Our operational narrative in 2025 increasingly centred on the readiness
activities required to recommence mining and to develop downstream processing
capability.
· In October 2025, the Company announced commencement readiness for
field operations associated with the Bonanza Vein Study and noted that a final
investment decision ("FID") for the La Patona Gold Ore Processing Plant
("GOPP") was subject only to financing.
· In November 2025, Nativo provided an update on procurement and
contracting progress at La Patona GOPP, including expected sequencing toward
operations in Q2 2026.
Governance and shareholder matters
Across the period, the Company continued to communicate proactively with
shareholders through regulatory news service ("RNS") on governance actions
(including general meeting notices/results), funding steps and equity
issuances, and required regulatory notifications (including
holdings-in-company announcements).
Post year-end developments
Following the year end, operational momentum continued into January 2026.
Notably:
· Nativo issued 4,545,454 shares to creditors (January 2026),
consistent with ongoing balance sheet management.
· The Company reported Bonanza surface sampling results supporting
its plan to recommence production activities.
· The Company also announced engagement activities progressing
toward contracting and delivery readiness during January 2026 (including
contractor-related updates).
Outlook
The Board remains clear-eyed about the operational and market risks inherent
in building a scaled precious metals business. However, we believe Nativo's
strategy - anchored in near-term mining opportunity, processing capability
build-out and tailings recovery potential - offers a credible pathway to value
creation.
On behalf of the Board, I would like to thank our shareholders for their
support and our team and partners in Peru for their commitment and delivery
focus.
Christian Yates
Chair
Nativo Resources plc
29 May 2026
Chief Executive Officer's Statement
Building an integrated gold production and processing platform
Our goal is to develop Nativo into an integrated regional gold producer in
Peru - combining mining with processing capacity, and positioning the Company
to capture margin otherwise lost to third-party tolling and logistics.
The year was characterised by practical progress: advancing mine planning and
studies at Tesoro/Bonanza, maintaining Morrocota as a parallel opportunity,
and progressing the La Patona GOPP workstream.
Portfolio and operating progress
Tesoro Gold Concession: Bonanza workstreams
Throughout 2025 we progressed readiness activities required to move toward
production. In October 2025, we confirmed mobilisation for field operations
associated with the Bonanza Vein Study and described the pathway toward
contractor tendering and mine restart planning.
Post year-end, in January 2026, we reported early assay results from trenching
and surface sampling across the Tesoro Concession, including near-mine
high-grade mineralisation consistent with historical datasets, supporting the
plan to recommence gold production activities at Bonanza.
Morrocota Gold Mine: consolidation potential
Morrocota remains strategically important due to its proximity and synergies
with Bonanza. We announced the acquisition framework in December 2024,
including consideration structure and the intended acceleration toward
production.
Processing: La Patona GOPP
During 2025, we advanced the commercial and technical readiness required for
plant installation and commissioning, with final investment decision timing
tied to financing.
In November 2025 we provided a detailed update on procurement and contracting
for key plant components and reiterated the objective of commissioning and
operations in Q2 2026, with the plant designed to process both Nativo and
third-party material, supporting our regional hub ambition.
Funding and balance sheet actions
Capital discipline and liquidity management were central themes through the
year.
· Debt restructuring (January 2025): cancellation of the £1
million Spartan loan facility reduced near-term balance sheet pressure.
· A significant component of the Company's financing activity
during 2025 involved the restructuring of its Eurobond obligations. On 31 July
2025, the Company announced revised arrangements with Noteholders as part of a
broader working capital and liquidity management programme. The restructuring
included amendments to interest arrangements and the deferral of certain
obligations, reducing short-term balance sheet pressure while the Company
continued advancing the Bonanza restart programme and the La Patona GOPP
initiative. Management believes the restructuring materially improved
financial flexibility during a critical phase of operational development.
· Convertible funding (May 2025): issuance of convertible loan
notes raising £300,000 net proceeds to support Peru project advancement and
working capital.
· Equity funding (September 2025): a £400,000 conditional placing
and subscription to strengthen working capital and progress mine planning.
· Structured funding (November 2025): a £2 million funding package
including a £200,000 equity subscription, £1.8 million CLN and an ATM
facility of up to £2 million to support execution priorities (mining restart,
plant build/commissioning and tailings work).
The Company also issued equity from time to time to manage obligations,
including a post year-end issuance of 4,545,454 shares to creditors in January
2026.
Corporate and regulatory communications
Across December 2024 to January 2026, our RNS flow reflected the cadence of
execution: operational updates, funding actions, governance milestones, equity
issuances/TVR updates, and regulatory holdings notifications.
Priorities for 2026
Our near-term priorities are:
1. Convert Bonanza readiness into sustained production activity (mine
planning, contractor mobilisation, sequencing).
2. Advance La Patona GOPP into construction/commissioning, maintaining
schedule discipline towards planned operational start.
3. Progress value-accretive optionality across Morrocota and tailings
opportunities, aligned with funding and permitting realities.
Summary and Outlook
2025 laid important groundwork. While the Company remains in a build-and-scale
phase, we believe the combination of operational progress and funding
flexibility provides a platform for meaningful advancement in 2026.
Stephen Birrell
Chief Executive Officer
Nativo Resources plc
29 May 2026
Financial Review
Income Statement
The Group's loss from continuing operations for the year to 31 December 2025
was US $4.5 million (2024: US $2.1 million) and total Group loss was US $4.5
million (2024: loss US $2.1 million).
For the year ended 31 December 2025, Group revenue from continuing operations
was US $nil (2024: US $44,000).
The Group had the following costs from continuing operations:
Ø Group costs of sales were US $1,000 (2024: US $217,000).
Ø Administrative expenses were US $2.3 million (2024: US $1.4 million)
Ø Net finance costs, largely composed of interest costs offset in part by
foreign exchange gains, were US $2.1 million (2024: US $0.7 million).
Following the adoption of a Bitcoin Treasury Strategy in July 2025, Nativo
purchased approximately 4.5 Bitcoin (carried at US$401,769 within intangible
assets) in December 2025 as part of its treasury management. These Bitcoin
were subsequently sold post-period end in April 2026 for US$336,173, and the
Company holds no Bitcoin at the date of this report.
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 $1.81 million cash at
bank compared to the prior year balance of US $0.05 million.
Post Balance Sheet
Note 28 provides details of share issuance post 31 December 2025 to raise
funds.
This Strategic Report was approved by the Board on 29 May 2026 and signed on
its behalf by:
Stephen Birrell
Chief Executive Officer
Availability of Annual Report
The Company's Annual Report and Financial Statements for the year ended 31
December 2025 are available on the Company's website:
https://www.nativoresources.com/ (https://www.nativoresources.com/)
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
2025, 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 2025 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 $4,483,720 during the year ended 31 December 2025
and, at that date, had net current liabilities of $1,029,324 and net
liabilities of $10,377,461. 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 cash flow 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 subsidiaries. Our audit work in this area included:
The Group acquired the remaining 50% interest in Boku Resources SAC ("Boku") · We confirmed the existence and ownership of the 100% interests by
in Peru and has consolidated it as a subsidiary. vouching to supporting documentation.
· We checked and confirmed how the consideration has been paid, as
well as the acquisition costs.
The Group also acquired 100% of the Morrocota Gold Mine through the 100%
acquisition in Dydima E.I.R ("Dydima") in Peru and has consolidated it as a · There is a significant risk the acquisition has not been
subsidiary. correctly treated as a business combination under IFRS 3 and that the total
100% interest does not meet the consolidation criteria under IFRS 10.
· We reviewed the acquisition document and shareholder agreements
and confirmed that the Group has sufficient power, control and the right to
receive variable returns from Boku and Dydima 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.
Going concern Our audit work in this area included:
The Group incurred a loss of $4,483,720 during the year ended 31 December 2025 · A critical assessment of the detailed cash flow projections
and, at that date, had net current liabilities of $1,029,324 and net prepared by the Directors, which are based on future revenue and cash
liabilities of $10,377,461. 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 $78,000 $68,000
How we determined it 3% of the Gross Assets 2% of the Gross Assets
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 $2,500 and $12,500 (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 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.
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
(http://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.
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: 29 May 2026
Nativo Resources PLC
Consolidated Statement of Comprehensive Income for the
Year Ended 31 December 2025
Continuing operations Note 2025 2024
US $ US $
Revenue 4 - 44,000
Cost of sales (801) (216,701)
Gross loss (801) (172,701)
Distribution costs - -
Administrative expenses (2,283,696) (1,418,959)
Other losses 6 (49,646)
3,289
Operating loss (2,334,143) (1,588,371)
Finance income 348 433,944
Finance costs (2,149,925) (1,092,778)
Net finance cost 7 (2,149,577) (658,834)
Loss before tax (4,483,720) (2,247,205)
Taxation 11 - -
Loss for the year (4,483,720) (2,247,205)
Minority interest adjustment - 157,133
Loss for the year from continuing operations (4,483,720) (2,090,072)
Discontinued operations
Profit/(loss) for the year after taxation from discontinued operations - -
Loss for the year (4,483,720) (2,090,072)
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 - -
Total comprehensive income for the year (4,483,720) (2,090,072)
Loss attributable to:
Owners of the company (4,483,720) (2,090,072)
Loss per share (US cents)
Basic 12 (1.94) (0.01)
Diluted (1.94) (0.01)
Note 2025 2024
US $ US $
Loss per share (US cents) for continuing operations
Basic 12 (1.94) (0.01)
Diluted (1.94) (0.01)
The notes form an integral part of these financial statements
Nativo Resources PLC
(Registration number: 05483127)
Consolidated Statement of Financial Position as at 31 December 2025
Note 31 December 31 December
2025 2024
US $ US $
Assets
Non-current assets
Property, plant and equipment 14 44,735 32,599
Intangible assets 15 556,488 36,200
601,223 68,799
Current assets
Trade and other receivables 19 175,771 178,996
Equity accounted investments 18 - 86,738
Cash and cash equivalents 20 1,810,821 46,073
1,986,592 311,807
Total assets 2,587,815 380,606
Equity and liabilities
Equity
Share capital 23 (20,929,222) (19,868,311)
Share premium (87,968,241) (86,177,203)
Capital contribution reserve (7,212,492) (7,212,492)
Foreign currency translation reserve 1,789,845 1,846,481
Warrant reserve (532,201) (263,273)
Share option reserve (9,103) (3,022)
Convertible loan notes 24 (207,299) -
Non-Controlling interest - 157,133
Retained earnings 125,446,174 120,536,393
Equity attributable to owners of the company 10,377,461 9,015,706
Non-current liabilities
Loans and borrowings 24 (9,949,360) (7,609,056)
(9,949,360) (7,609,056)
Current liabilities
Loans and Borrowings 24 (2,279,949) (1,133,337)
Trade and other payables 22 (735,967) (653,919)
(3,015,916) (1,787,256)
Total liabilities (12,965,276) (9,396,312)
Total equity and liabilities (2,587,815) (380,606)
Approved by the Board on 29 May 2026 and signed on its behalf by:
.........................................
Stephen Birrell
Director
The notes form an integral part of these financial statements
Nativo Resources PLC
(Registration number: 05483127)
Company Statement of Financial Position as at 31 December 2025
Note 31 December 31 December
2025 2024
US $ US $
Assets
Non-current assets
Property, plant and equipment 14 - 1
Intangible assets 15 401,769 -
Right of use assets 16 - -
Investment in subsidiaries 17 154,719 -
Trade and other receivables 19 911,678 757,878
1,468,166 757,879
Current assets
Current investments 18 - 86,738
Trade and other receivables 19 130,831 61,334
Cash and cash equivalents 20 1,783,386 6,540
1,914,217 154,612
Total assets 3,382,383 912,491
Equity and liabilities
Equity
Share capital 23 (20,929,222) (19,868,311)
Share premium (87,968,909) (86,177,871)
Capital contribution reserve (7,212,492) (7,212,492)
Foreign currency translation reserve 2,475,163 2,531,799
Warrant reserve (532,201) (263,273)
Share option reserve (9,103) (3,022)
Convertible loan notes (207,299) -
Retained earnings 124,222,154 119,978,932
Total equity 9,838,091 8,985,762
Non-current liabilities
Loans and borrowings 24 (9,949,360) (7,609,056)
Other non-current financial liabilities (264,377) (551,331)
(10,213,737) (8,160,387)
Current liabilities
Loans and Borrowings 24 (2,279,949) (1,133,337)
Trade and other payables 22 (726,788) (604,529)
Total liabilities (13,220,474) (9,898,253)
Total equity and liabilities (3,382,383) (912,491)
The Company has not presented its own profit and loss account. Its loss for
the year was US $3,974,294 (2024: US $1,952,781).
Approved by the board on 29 May 2026 and signed on its behalf by:
.........................................
Stephen Birrell
Director
The notes form an integral part of these financial statements
Nativo Resources PLC
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2025
Share capital Share premium Capital contribution reserve Foreign currency translation reserve Share option reserve Warrant reserve Minority interest Convertible loan Retained earnings Total equity
US $
US $
US $
US $
US $
US $
US $
US $
US $
US $
At 1 January 2025 19,868,311 86,177,203 7,212,492 (1,846,481) 3,022 263,273 (157,133) - (120,536,393) (9,015,706)
Loss for the year - - - - - - - - (4,483,720) (4,483,720)
Discontinued operations - - - - - - - - - -
Minority Interest for Boku - - - - - - 25,012 -
(25,012) -
MI transfer to reserves - - - - - - 182,145 - (182,145) -
Exchange reserve - - - 56,636 - - - - - 56,636
Total comprehensive income - - - 56,636 - - 157,133 - (4,640,853) (4,427,084)
New share capital subscribed 1,060,911 1,791,038 - - - - - - - 2,851,949
Warrants issued - - - - - 268,928 - - (268,928) -
Warrants lapsed - - - - - - - - - -
Shares lapsed - - - - - - - - - -
Share-Based payments - - - - 6,081 - - - - 6,081
Convertible loan notes - - - - - - - 207,299 - 207,299
At 31 December 2025 20,929,222 87,968,241 7,212,492 (1,789,845) 9,103 532,201 - 207,299 (125,446,174) (10,377,461)
Nativo Resources PLC
Consolidated 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 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 - - - - - - - - (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)
Nativo Resources PLC
Company Statement of Changes in Equity for the Year Ended 31 December 2025
Share capital Share premium Capital contribution reserve Foreign currency translation reserve Share option reserve Warrant Reserve Convertible loan Retained earnings Total
US $
US $
US $
US $
US $
US $
US $
US $ US $
At 1 January 2025 19,868,311 86,177,871 7,212,492 (2,531,799) 3,022 263,273 - (119,978,932) (8,985,762)
Loss for the year - - - - - - - (3,974,294) (3,974,294)
Exchange reserve - - - 56,636 - - - - 56,636
Total comprehensive income - - - - - - - (3,974,294) (3,917,658)
New share capital subscribed 1,060,911 1,791,038 - - - - - - 2,851,949
Warrants issued - - - - - 268,928 - (268,928) -
Warrants lapsed - - - - - - - - -
Share options lapsed - - - - - - - - -
Share-based payments - - - - 6,081 - - - 6,081
Convertible loan notes - - - - - - 207,299 - 207,299
At 31 December 2025 20,929,222 87,968,909 7,212,492 (2,475,163) 9,103 532,201 207,299 (124,222,154) (9,838,091)
Nativo Resources PLC
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 - - - - - - - (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)
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.
Nativo Resources PLC
Consolidated Statement of Cash Flows for the Year Ended 31 December 2025
Note 2025 2024
US $
US $
Cash flows from operating activities
Profit/(loss) for the year on continued operations (4,483,720) (2,247,205)
Profit/(loss) for the year on discontinued operations - -
(4,483,720) (2,247,205)
Adjustments to cash flows from non-cash items
Depreciation and amortisation 144 16,395
Impairment of intangible assets and goodwill 36,200 -
Loss from sales of tangible assets 32,599 (3,289)
Fair value losses of current investments - 208,722
Finance income 7 (248) (3,025)
Finance costs 7 983,872 884,056
Exchange differences 1,157,585 (401,670)
Share option issued and lapsed - (923,753)
Share based payment transactions 6,081 3,022
Minority Interest - 157,133
Loss on disposal of investments 8,468 -
Total adjustments 2,224,701 (62,409)
Decrease/(increase) in trade and other receivables 19 3,225 (2,944)
(Decrease)/increase in trade and other payables 22 55,494 (38,255)
Total working capital movement 58,719 (41,199)
Net cash flow from operating activities (2,200,300) (2,350,813)
Cash flows from investing activities
Interest received 7 248 3,025
Proceeds from sale of investments 78,270 -
Acquisition of intangible assets (401,769) -
Acquisitions of property plant and equipment (44,879) -
Net cash flows from investing activities (368,130) 3,025
Cash flows from financing activities
Issue of share capital 1,481,696 2,125,253
Loans received 2,851,482 185,481
Share option and warrants issued - -
Net cash flows from financing activities 4,333,178 2,310,734
Net increase/(decrease) in cash and cash equivalents 1,764,748 (37,054)
Cash and cash equivalents at 1 January 46,073 83,127
Cash and cash equivalents at 31 December 1,810,821 46,073
The notes form an integral part of these financial statements
Nativo Resources PLC
Company Statement of Cash Flows for the Year Ended 31 December 2025
Note 2025 2024
US $
US $
Cash flows from operating activities
Profit/(loss) for the year from continuing operations (3,974,294) (1,952,781)
Profit/(loss) for the year from discontinuing operations - -
Adjustments to cash flows from non-cash items
Depreciation and amortisation - 16,395
Impairment charges - -
Exchange differences 1,147,491 (381,827)
Fair value loss - 208,722
Loss from disposals of investments 8,468 1,383
Finance income 7 (248) -
Share option issued and lapsed - (923,753)
Finance costs 7 983,496 884,056
Share based payment transactions 6,081 3,022
Total adjustments 2,145,288 (192,002)
Decrease/(increase) in amounts owing by subsidiary undertakings
(Increase)/decrease in trade and other receivables 19 (223,297) (724,753)
(Decrease)/increase in trade and other payables 22 (180,778) 489,739
Net cash flow from operating activities (2,233,081) (2,379,797)
Cash flows from investing activities
Interest received 7 248 (6,754)
Purchase of intangible assets (401,769) -
Proceeds from sale of investments 78,270 -
Purchase of investments - -
Net cash flows from investing activities (323,251) (6,754)
Cash flows from financing activities
Issue of share capital 1,481,696 2,125,253
Loans received 2,851,482 185,481
Share option and warrants issued - -
Net cash flows from financing activities 4,333,178 2,310,734
Net increase/(decrease) in cash and cash equivalents 1,776,846 (75,817)
Cash and cash equivalents at 1 January 6,540 82,357
Cash and cash equivalents at 31 December 1,783,386 6,540
The notes form an integral part of these financial statements
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2025
1 General information
These financial statements are for the Company, i.e. Nativo Resources PLC, 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
on pages 39 to 40.
The Company's functional currency 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 $4,483,720 during the year ended 31 December 2025
and, at that date, had net current liabilities of $1,029,324 and net
liabilities of $10,377,461. 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 21 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.
The Directors continue to hold positive discussions with existing and
potential investors, including with multiple parties regarding certain mining
investments in Peru with the potential to deliver significant growth but which
the Company has deferred until new project funding is confirmed. The post
balance sheet events referred to in Note 28 also have a positive impact on
going concern, notably the new £2.1 million funding package with the
Yorkville Group announced on 20 May 2026 which replaces the previous CLN
announced on 3 November 2025 and an ATM equity issuance facility with the
Company's corporate broker, Axis Capital Markets ("Axis"), announced on 2
April 2026. The Directors note that the bond restructuring announced on 31
July 2025 materially reduced near-term financing pressure through revised
repayment and interest arrangements with Noteholders and formed an important
component of the Group's liquidity management strategy during the period under
review.
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. 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 cash flows and creditors. On
the assumption that the ATM equity issuance facility functions as intended to
service the Yorkville amortisation each month, the Company will need to raise
further funds by December 2026 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 2025. 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 2025 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 2025 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 gold ore sales when goods are delivered and title has passed to
the customer. This generally occurs when the product is physically
transferred. Nativo recognised revenue in accordance with IFRS 15 in the year
ended 31 December 2024. Gold prices vary from month to month based on seasonal
demand from customer segments and production in the market as a whole.
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.
Gold 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 and 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 premia 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 £0.7425 and US $1 to €0.8513 (2024: US $1 to
GBP £0.7990, US $1 to €0.9335) US $1 to ARS $1451.57 (2024: US $1 to ARS
$1.144.52) and the average exchange rate during 2025 was US $1 to GBP £0.7588
(2024: US $1 to GBP £0.7981).
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 States 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 gold 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 the previous year 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.
In the previous year 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 intangibles of $36,200 relating to mining
operations. This intangible has not been disposed of.
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 24, 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 24.
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 2025, there are three business segments based on
operations:
SEGMENTAL RESULTS Boku (Peru) Dydima (Peru) Head office (UK) Total
2025 2025 2025 2025
Revenue
Operating profit (loss) before depreciation, share-based payment charges, (410,531) (1,828,864) (2,327,918)
restructuring costs and gain (loss) on sale of assets and foreign exchange:
(88,523)
Depreciation of tangibles (144) - - (144)
Amortisation of intangibles - - - -
Share based payments - - (6,081) (6,081)
Foreign exchange gain - - - -
Operating profit/(loss) (410,675) (88,523) (1,834,945) (2,334,143)
Finance expense (10,944) (50) (2,138,931) (2,149,925)
Other income 100 - 248 348
Profit/(loss) before taxation (421,519) (88,573) (3,973,628) (4,483,720)
SEGMENTAL ASSETS Boku (Peru) Dydima (Peru) Head office (UK) Total
2025 2025 2025 2025
Property, plant and equipment 28,718 16,017 - 44,735
Intangible assets - - 401,769 401,769
Cash and cash equivalents 11,424 - 1,799,397 1,810,821
Trade and other receivables 16,393 14,627 144,751 175,771
56,535 30, 644 2,345,917 2,433,096
At the previous 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, (357,826) (1,255,128) (1,612,954)
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)
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
There is no difference in geographical information for both the year end 31
December 2025 and 2024 for continuing operations. The accounting policies of
the reportable segments are the same as the Group's accounting policies.
4 Revenue
The analysis of the Group's revenue for the year from continuing operations is
as follows:
2025 2024
US $
US $
Sales - 44,000
There is no revenue recorded for the Group as at 31 December 2025. The revenue
for 2024 derives from Boku's artisanal gold mining operations in Peru and the
sales were made at a point in time.
5 Other operating income
The analysis of the Group's other operating income for the year is as follows:
2025 2024
US $
US $
Other operating income - -
6 Other losses
2025 2024
US $ US $
Other losses
Profit / (Loss) on disposal of fixed asset (32,599) 1,383
Finance charges (17,047) 1,906
Total (49,646) 3,289
7 Finance income and costs
2025 2024
US $ US $
Finance income
Other finance income 248 3,025
Foreign exchange gains - 401,670
Loss on disposal of investments - -
Other operating income 100 29,249
Net foreign exchange gain 348 433,944
Finance costs
Fair value losses - (208,722)
Foreign exchange losses (1,157,585) -
Other operating loss (8,468) -
Interest expense on other financing liabilities (983,872) (884,056)
Total finance costs (2,149,925) (1,092,778)
Net finance income/(costs) (2,149,577) (658,834)
8 Expenses and auditors' remuneration
2025 2024
US $
US $
Depreciation of property, plant and equipment 144 16,395
Fees payable to the Company's auditor 35,417 35,043
9 Staff costs
The aggregate payroll costs (including Directors' remuneration) were as
follows:
2025 2024
US $
US $
Wages and salaries 678,935 525,547
Social security costs 98,831 40,294
Pension costs, defined contribution scheme 52,785 -
Share-based payment expenses 6,081 3,022
836,632 568,863
Remuneration of key personnel is set out in the table below:
2025 2024
US $ US $
Wages and salaries 649,616 521,446
Social security costs 98,831 40,169
Pension costs, defined contribution scheme 52,741 -
Private health insurance 1,299 1,722
Share-based payment expenses 6,081 3,022
808,568 566,359
The average number of persons employed by the Group (including Directors)
during the year, analysed by category was as follows:
2025 2024
No.
No.
Administration and support 4 4
10 Joint arrangements
In August 2025, Nativo acquired the remaining 50% of Boku and therefore Boku
is now a 100% subsidiary of the Group. 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,
previously 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.
11 Taxation
Year to Year to
31 December 2025 31 December 2024
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% (2024: 25%) 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
2025 2024
US $ US $
Loss on ordinary activities before taxation (4,483,720) (2,090,072)
Profit / (loss) from discontinued operations -
Profit / (loss) for the year before tax (4,483,720) (2,090,072)
Profit / (loss) on ordinary activities multiplied by standard rate of (522,518)
corporation tax in the UK
(1,120,930)
Effects of:
Expenses disallowed for tax purposes 14,163 8,036
Disposal of investments -
Unrealised fair value adjustments of investments 27,452
Deferred tax not provided - tax losses carried forward 1,106,767 487,030
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 $58m (2024: US $54m). The potential
deferred tax asset is US $14.6m (2024: US $13.5m).
No amounts have been recognised within tax on the results of the
equity-accounted joint ventures.
12 Loss per share
The calculation of basic and diluted loss per share at 31 December 2025 was
based on the loss attributable to ordinary shareholders. The weighted average
number of ordinary shares outstanding during the year ending 31 December 2025
and the effect of the potentially dilutive ordinary shares to be issued are
shown below.
Year to Year to
31 December 31 December
2025 2024
Net loss for the year (US $) before exchange on translating foreign operations (4,483,720) (2,090,072)
Net loss on continuing operations (4,483,720) (2,090,072)
Basic weighted average ordinary shares in issue during the year 230,869,931 35,374,897,853
Diluted weighted average ordinary shares in issue during the year 230,869,931 35,374,897,853
Loss per share (cents)
Basic and diluted (cents) (1.94) (0.01)
Loss per share on continuing operations (cents)
Basic and diluted (cents) (1.94) (0.01)
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 23 for details of their rights.
13 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.
14 Property, plant and equipment
Group
31 December 2025 PPE - Gold Fixtures & Fittings Total
US $
US $
Properties
US $
Cost or valuation
At 1 January 2025 33,814 95,219 129,033
Additions 44,879 - 44,879
Disposals (33,814) (95,219) (129,033)
At 31 December 2025 44,879 - 44,879
Depreciation
At 1 January 2025 1,216 95,218 96,434
Charge for year 144 - 144
Disposals (1,216) (95,218) (96,434)
At 31 December 2025 144 - 144
Carrying amount
At 31 December 2025 44,735 - 44,735
At 31 December 2024 32,598 1 32,599
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
Company
31 December 2025 Fixtures & Fittings Total
US $ US $
Cost or valuation
At 1 January 2025 92,903 92,903
Disposals (92,903) (92,903)
At 31 December 2025 - -
Depreciation
At 1 January 2025 92,902 92,902
Charge for year - -
Disposals (92,902) (92,902)
At 31 December 2025 - -
Carrying amount
At 31 December 2025 - -
At 31 December 2024 1 1
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
15 Intangible assets
Group
31 December 2025 Cryptocurrencies Mining operations Total
US $ US $
US $
At 1 January 2025 - 36,200 36,200
Additions 401,769 154,719 556,488
At 31 December 2025 401,769 190,919 592,688
Depletion and impairment
At 1 January 2025 - - -
Depletion - - -
Impairment - 36,200 36,200
At 31 December 2025 - 36,200 36,200
Carrying amount
At 31 December 2025 401,769 154,719 556,488
At 31 December 2024 - 36,200 36,200
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 - -
All intangible assets relate to gold mining activities within the Boku and
Dydima CGU. During 2024 the Group acquired the Ana Lucia Project, a group of
mining concessions covering 2,100 hectares in central Peru's Ancash region.
This was impaired during the year ($36,200).
In April 2025, Nativo acquired a 100% interest in the Morrocota Gold Mine.
The Company had Cryptocurrencies intangibles as noted in the table above. The
mining operations relate to the Group.
16 Right of use assets
Group and Company
31 December 2025 Office lease Total
US $ US $
At 1 January 2025 - -
Disposal - -
At 31 December 2025 - -
Depreciation
At 1 January 2025 - -
Charge for the year - -
Disposal - -
At 31 December 2025 - -
Carrying amount
At 31 December 2025 - -
At 31 December 2024 - -
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
Depreciation of $nil (2024: 416,317) and interest on lease liabilities of $nil
(2024: $5,493) are recognised in the statement of comprehensive income.
The office lease was terminated in 2024.
17 Interest in subsidiary undertakings
Year to Year to
31 December 2025 31 December 2024
US $
US $
Cost or valuation
At 1 January 30,521,648 30,521,648
Additions 154,719 -
At 31 December 30,676,367 30,521,648
Impairment
At 1 January 30,521,648 30,521,648
Impairment - -
At 31 December 30,521,648 30,521,648
Carrying amount
At 31 December 2025 154,719 -
At 31 December 2024 - -
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 100% Peru Peruvian operating company
Dydima EIRL Ordinary 100% Peru Peruvian operating company
The registered address for all of the above subsidiaries which are registered
in England & Wales is 85 Great Portland Street, London, W1W 7LT.All of the
Company's subsidiaries are exempt from the requirement of the Companies Act
2006 relating to the audit of their individual accounts by virtue of S479A of
the Companies Act 2006.
Business combinations
During the previous year, Nativo acquired a 50% interest in Boku Resources SAC
via Echo Natural Resources Limited. The consideration was 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.
In August 2025, Nativo acquired the remaining 50% of Boku and therefore Boku
is now a 100% subsidiary of the Group.
In April 2025, Nativo acquired 100% control of Dydima EIRL for $154,719. The
consideration has been allocated to the fair value of IFRS 6 mining rights.
There were no pre-acquisition reserves/transactions or any other identifiable
assets or liabilities or contingent liabilities at the acquisition date and
there is no goodwill upon consolidation.
18 Current investments
Financial assets at fair value through profit and loss: Year to Year to
31 December 2025 31 December 2024
US $ US $
Equity securities - 86,738
Total - 86,738
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.
19 Trade and other receivables
Group Company
Current 31 December 31 December 31 December 31 December
2025 2024 2025 2024
US $ US $ US $ US $
Trade receivables - - - -
Prepayments 49,899 47,519 49,899 46,957
Other receivables 125,872 131,477 80,932 14,377
175,771 178,996 130,831 61,334
Non-current
Amounts owing by subsidiaries - - 911,678 757,878
Impairment in year - - - -
- - 911,678 757,878
The Group's exposure to credit and market risks, including maturity analysis,
relating to trade and other receivables is disclosed in note 21 " Financial
Instruments and treasury risk management ". The Directors consider that the
carrying amount of trade and other receivables approximated to their fair
value.
20 Cash and cash equivalents
Group Company
31 December 31 December 31 December 31 December
2025 2024 2025 2024
US $ US $ US $ US $
Cash at bank 1,810,821 46,073 1,783,386 6,540
1,810,821 46,073 1,783,386 6,540
21 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 exception of the Eurobond
loan which is calculated at present value as disclosed in note 24. 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 Group's 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, Bolivian and Peruvian 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 UK 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 2025 31 December 2024
US $ US $
US Dollars 7,449 623
GBP Sterling 1,791,175 21,155
Euro - -
Peruvian Sol 11,427 23,525
Bolivian Boliviano 770 770
Total 1,810,821 46,073
The consolidated statement of comprehensive income would be affected by US
$179,117 (2024: US $2,178) if the exchange rate between the US $ and GBP
changed by 10%. There would be a loss of US $1,142 (2024: US $2,353) if the
exchange rate between the Peruvian Sol and the US Dollar weakened by 10%.
The Group has exposure to the Euro and the pound, Nativo holds €8 million
(2024: €7.3 million) bond notes, and £2.2 million (2024: £1.1 million) in
convertible loan notes. The Group held Euro and pound-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 Peru. No hedging products were used
during this accounting period, but management actively reviewed currency
requirements to access the suitability of hedging products. The Group's
consolidated statement of income would be affected by approximately US
$641,244 (2024: US $426,002) by a reasonably possible 10 percentage points
fluctuation in the exchange rate between US Dollars and Euros. The Group's
consolidated statement of income would be affected by approximately US
$296,389 (2024: US $137.667) by a reasonably possible 10 percentage points
fluctuation in the exchange rate between US Dollars and Euros.
The Group used Blue-Chip Swaps during 2023 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 2025, 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 (2024: 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 2025. 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 holds Euro and GBP denominated long-term debt, see note 24. Other
than long-term debts, all financial liabilities are due for settlement within
12 months. The Group held cash balances of US $1,810,821 (2024: US $46.073).
The Group does not currently use financial derivatives 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 and is still in the early stages of its Peru 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 18. The Group's
financial liabilities are classified as financial liabilities at amortised
cost.
22 Trade and other payables
Group Company
Current 31 December 31 December 31 December 31 December
2025 2024 2025 2024
US $ US $ US $ US $
Trade payables 131,580 206,183 125,471 185,834
Social security and other taxes 131,129 26,003 131,036 14,874
Accruals 459,436 403,611 459,436 403,611
Other payables 13,822 18,122 10,845 210
735,967 653,919 726,788 604,529
Loans and borrowings 2,279,949 1,133,337 2,279,949 1,133,337
Lease liabilities - - - -
Non-current
Amounts owing to subsidiaries - - 264,377 551,331
During the year, the company entered into a $2.4 million convertible loan with
YA ll PN Ltd. Repayment of the loan will be amortised at a rate of £180,000
plus accrued interest per month over 10 months, after the first 60 days from
drawdown, unless YA has previously exercised its conversion rights. The loan
attracts a modest 5% coupon, which begins to accrue from the Completion Date.
The Company has the option to repay the CLN early, at a 5% premium to the
amount being repaid. Any proceeds from the ATM described below will be used to
meet the amortised repayments, if a payment falls due if not otherwise
converted to equity.
The previous year borrowings of US $1,133,337 due to Spartan Fund Limited
(SAC) were restructured in January 2025, with the old loan being cancelled and
a new convertible loan of £605,250 issued. Subsequently, £200,000 was
converted into ordinary shares in shares in November 2025. The loan attracts
a modest 5% coupon, which is payable on a quarterly basis. At 31 December
2025, the balance outstanding was $496,549. The equity component has been
classified within reserves.
23 Share capital
Issued, Called Up and Fully Paid
572,520,685 0.20¢ (2024 61,714,545,020 0.31¢) ordinary shares.
Group Company
31 December 31 December 31 December 31 December
2025 2024 2025 2024
US $ US $ US $ US $
1 January 19,868,311 19,796,814 19,868,311 19,796,814
Equity shares issued 1,060,911 71,497 1,060,911 71,497
20,929,222 19,868,311 20,929,222 19,868,311
During the year, the share capital of the group was consolidated, resulting in
the shares being divisible by 1,500. The holders of the 0.20¢ (0.15p)
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 61,714,545,020 19,868,311
Shares issued 21/01/2025 12,747,666,666 0.0024 0.0030 15,807
Shares issued 05/02/2025 473,684,210 0.0019 0.0024 592
Share consolidation 1500:1 share (74,885,938,632)
Shares issued 10/04/2025 16,701,504 0.75 0.98 32,568
Shares issued 16/04/2025 12,000,000 0.15 0.20 23,760
Shares issued 25/04/2025 9,909,862 0.70 0.93 19,770
Shares issued 23/05/2025 3,833,333 0.60 0.81 7,763
Shares issued 01/07/2025 27,034,414 0.19 0.26 55,556
Shares issued 02/07/2025 45,057,357 0.19 0.26 91,917
Shares issued 29/07/2025 19,906,032 0.15 0.20 40,011
Shares issued 31/07/2025 63,035,767 0.15 0.20 124,811
Shares issued 01/08/2025 42,857,142 0.35 0.47 85,500
Shares issued 04/08/2025 33,176,720 0.15 0.20 66,188
Shares issued 29/08/2025 38,461,333 0.30 0.41 77,884
Shares issued 10/10/2025 88,888,889 0.45 0.60 178,667
Shares issued 24/10/2025 4,090,909 0.44 0.59 8,162
Shares issued 24/10/2025 9,550,093 0.48 0.64 19,052
Shares issued 03/11/2025 49,999,999 0.44 0.58 98,250
Shares issued 19/11/2025 21,276,595 0.47 0.62 41,809
Shares issued 21/11/2025 6,509,118 0.44 0.58 12,790
Shares issued 25/11/2025 22,831,050 0.44 0.58 45,205
Shares issued 09/12/2025 7,443,304 0.45 0.60 14,849
31 December 2025 572,520,685 20,929,222
(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. Following the share consolidation on 25 February 2025, the shares
have subsequently subdivided by 1,500, becoming 158,979 options.
On 16 June 2025 the Company issued 2,772,059 options to Stephen Birrell and
2,772,059 options to Christian Yates over new Ordinary shares in the Company.
The options have an exercise price of 0.48 pence per new Ordinary share, being
the price equal to the closing price per Ordinary share on 16 June 2025, 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*
31/12/2025 (¢) 31/12/2024 (¢)
31/12/2025 31/12/2024
Outstanding at 1 January 238,468,698 0.01 285,468,698 0.3
Outstanding following sub division 158,979 0.01 - -
Granted during the year 5,544,118 0.65 - -
Forfeited during the period - - (47,000,000) .01
Cancelled during the year - - - -
Options outstanding as at 31 December 5,703,097 0.47 238,468,698 0.01
Exercisable at 31 December - - - -
*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 16/06/2025
Market stock price 0.0105p 0.48p
0.0105p 0.48p
Option strike price
Volatility 70% 70%
Expiration of the option 2 years 5 years
Risk free rate 3.3% 3.80%
Future value $31,338
Expense $3,180 $2,901
The weighted average outstanding life of vested share options is 2 years. The
price for outstanding options ranges between 0.01¢ and 0.65¢ (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 $6,081 (2024: US $3,022) 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 2025.
Details of the tranches of warrants outstanding at the year-end are as
follows:
Warrants Number WAEP* Number WAEP*
31/12/2025 (¢) 31/12/2024 (¢)
31/12/2025 31/12/2024
Outstanding at 1 January 17,317,888,889 0.5 369,227,384 0.5
Outstanding following sub division 11,545,259 0.5 - -
Granted during the year 93,856,472 - 17,317,888,889 -
Exercised during the period - - - -
Lapsed in year - - (369,227,384) 1
Outstanding as at 31 December 105,401,731 0.55 17,317,888,889 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 2025 ranges
between 0.05¢ and 0.5¢ (0.32¢ and 0.83¢). The residual weighted average
contractual life for warrants is less than 1 year.
(C) Share premium account
31 December 2025 31 December 2024
Share premium Group Company Group Company
US $ US $ US $ US $
1 January 86,177,203 86,177,871 84,123,447 84,123,447
Premium arising on issue of equity shares 1,791,038 1,791,038 2,053,756 2,054,424
Warrants lapsed - - - -
Warrants issued - - - -
Transaction costs - - - -
31 December 87,968,241 87,968,909 86,177,203 86,177,871
Warrants and options which lapsed, expired or were exercised in the period
have been transferred between the warrant or option reserve and retained
earnings.
24 Loans due in over one year
31 December 2025 31 December 2024
US $ US $
Five-year secured bonds 9,452,810 7,609,056
Other loans 496,550 -
Total 9,949,360 7,609,056
31 December 2024 Amortised finance charges Exchange adjustments 31 December 2025
US $ Funds raised US $ US $ Converted to equity US $
US $ US $
€20 million five-year secured bonds 7,609,056 - 859,346 984,408 - 9,452,810
Other loans 1,133,337 2,851,483 6,875 42,450 2,776,499
(1,257,646)
Total 8,742,393 2,851,483 866,221 1,026,858 (1,257,646) 12,229,309
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%.
In May 2025, the Company further restructured the Notes to allow for
conversion in due course of the capital (amounting to €10,000,000) and
interest. The Notes shall not be convertible before 1 January 2032 unless the
Company's market capitalisation exceeds £35 million (pursuant to the Market
Capitalisation Threshold). As a result of the restructure of the Notes, all
and any interest on the Notes accruing from 30 September 2022 and until (but
excluding) 20 May 2025 will accrue at a rate of 2% per annum and from 20 May
2025 will accrue at a reduced rate of 0.00% per annum, and interest that
accrued from 31 March 2025 shall be payable on 15 May 2032.
Other loans issue of equity
During the year, the Company entered into a £1.8 million convertible loan
with YA ll PN Ltd. Repayment of the loan will be amortised at a rate of
£180,000 plus accrued interest per month over 10 months, after the first 60
days from drawdown, unless YA has previously exercised its conversion rights.
The loan attracts a modest 5% coupon, which begins to accrue from the
Completion Date. The Company has the option to repay the CLN early, at a 5%
premium to the amount being repaid. Any proceeds from the ATM described below
will be used to meet the amortised repayments, if a payment falls due if not
otherwise converted to equity.
The previous year borrowings of US $1,133,337 due to Spartan Fund Limited
(SAC) were restructured in January 2025, with the old loan being cancelled and
a new convertible loan of £605,250 issued. Subsequently, £200,000 was
converted into ordinary shares in shares in November 2025. The loan attracts
a modest 5% coupon, which is payable on a quarterly basis. At 31 December
2025, the balance outstanding was $496,549. The equity component has been
classified within reserves.
Maturity analysis
Contractual undiscounted cashflows:
31 December 2025 31 December 2024
US $ US $
Amounts due within one year 2,279,949 1,133,337
Amounts due between one and five years 496,550 -
Amounts due over five years 9,452,810 7,609,056
Total 12,229,309 8,742,393
25 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 2025 31 December 2024
US $ US $
Echo Natural Resources Limited 757,877 757,877
Boku Resources SAC 140,329 -
Dydima EiRL 13,472 -
911,678 757,877
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 $391,002 in respect of accrued and deferred
salaries.
26 Controlling party
The Directors do not consider there to be a controlling party.
27 Commitments
Nativo had no committed expenditure at the end of 31 December 2025.
28 Post balance sheet events
Shares were issued post 31 December 2025 as follows:
Date Shares Prices (US $)
Shares issued 06/01/2026 4,545,454 0.59
Shares issued 19/01/2026 16,137,361 0.83
Shares issued 27/01/2026 35,859,790 0.70
Shares issued 06/02/2026 6,858,710 0.79
Shares issued 04/03/2026 36,647,864 0.68
Shares issued 06/03/2026 11,111,111 0.60
Shares issued 02/04/2026 120,000,000 0.20
Shares issued 22/04/2026 200,000,000 0.20
Spartan loan conversion
On 19 January 2026, the Company received a conversion notice in respect of a
portion of the CLNs held by Spartan Fund Limited (SAC) (the "CLN Holder")
pursuant to the debt restructuring announced on 21 January 2025. The details
follow below:
Principal amount of CLN prior to conversion: £405,250
Amount converted on 16/01/2026: £100,000
Ordinary shares to be issued to CLN Holder in respect of the portion of CLN 16,137,361
converted:
Price at which CLN converted: £0.0061968
Principal amount of CLN remaining: £305,250
Maturity: January 2028
Coupon: 5% payable in cash, quarterly in arrears
Conversion terms: CLN Holder may convert all or part of the principal at any time into Ordinary
Shares at a 20% premium over the average share price of the 5 trading days
prior to the date of conversion
YA ll PN Ltd loan conversions
On 27 January 2026, the company received a conversion notice in respect of a
portion of the convertible loan notes ("CLN") held by YA II PN Ltd (the "CLN
Holder") pursuant to the funding package announced on 3 November 2025. The
details follow below:
Principal amount of CLN prior to conversion: £1,620,000
Amount converted on 26/01/2026: £180,000
Accrued interest to be converted: £2,884.93
Total amount to be converted: £182,884.93
Ordinary shares to be issued to CLN Holder in respect of the portion of CLN 35,859,790
converted:
Price at which CLN converted: £0.0051
Principal amount of CLN remaining: £1,440,000
Maturity: 3 November 2026
On 4 March 2026, the Company received a further conversion notice in respect
of a portion of the CLNs held by the CLN Holder pursuant to the funding
package announced on 3 November 2025. The details follow below:
Principal amount of CLN prior to conversion: £1,440,000
Amount converted on 03/03/2026: £180,000
Accrued interest to be converted: £6,904.11
Total amount to be converted: £186,904.11
Ordinary shares to be issued to CLN Holder in respect of the portion of CLN 36,647,864
converted:
Price at which CLN converted: £0.0051
Principal amount of CLN remaining: £1,260,000
Maturity: 3 November 2026
Award of options
On 6 February 2026, the Executive Directors have been awarded options under
the Company's EMI Scheme to further align the long-term interests of the
Executive with shareholders.
Schedule of Directors Options
DIRECTOR ROLE DATE OF NO. OPTIONS GRANTED EXERCISE PRICE(*) VESTING DATE EXPIRY DATE
GRANT
Stephen Birrell Chief Executive Officer 04.02.2026 25,162,531 £0.0054 04.02.2029 04.02.2031
Christian Yates Executive Chairman 04.02.2026 25,162,531 £0.0054 04.02.2029 04.02.2031
Issue of Warrants
On February 2026, and further to the announcement on 3 November 2025 and in
accordance with the financing arrangements in place with Yorkville, the
Company has issued warrants in line with the January 2026 amortisation payment
due under the CLN with Yorkville.
The amortisation instalment for January 2026 totalled £180,000, and in
addition to the cash payment, warrants were issued to the value of
twenty‑five per cent of the amortisation payment. The number of warrants
issued was calculated using the Company's closing share price on 31 October
2025 and a fifteen per cent premium applied, in accordance with the terms of
the CLN, resulting in a warrant subscription price of £0.005003.
A total of 8,995,502 warrants has been issued to Yorkville. The warrants vest
immediately and will expire on 3 November 2028. Each warrant entitles the
holder to subscribe for one new ordinary share in the Company at the
subscription price stated above. The warrants were issued under existing
authorities granted to the Directors.
Exercise of Warrants
On 6 March 2026, the Company received a valid exercise notice in respect of
11,111,111 warrants issued as part of the placing and subscription announced
on 24 September 2025. The warrants carry an exercise price of £0.0045 per
Ordinary Share and an expiry date of 8 October 2026. The Company has approved
the issue of 11,111,111 new Ordinary Shares, which will rank pari passu with
the existing Ordinary Shares in issue.
Results of General Meeting
On 22 April 2026, both resolutions proposed at the GM of the Company were
passed by way of a poll.
The resolutions proposed for consideration at the GM were:
Resolution 1 - Authority to allot shares
An ordinary resolution to grant the Directors authority pursuant to section
551 of the Companies Act 2006 (as amended) (the "Act") to allot new Ordinary
Shares up to a nominal amount of £2,051,042.93, being an amount of the
nominal value of 200 per cent of the Company's issued share capital.
Resolution 2 - Disapplication of statutory pre-emption rights
Conditional on the passing of Resolution 1 above, a special resolution to
disapply pre-emption rights pursuant to section 570 and 573 of the Act. This
resolution would allow the Directors to allot new Ordinary Shares on a
non-pre-emptive basis:
i) for up to 100 per cent of the Company's issued
share capital; and
ii) for up to 100 per cent of the Company's issued share
capital in connect with the exercise of warrants
£2.1 million replacement funding package
On 20 May 2026, the company has agreed a new funding package with YA II PN Ltd
(the "Lender"), an institutional investor managed by the Yorkville Group. The
new package replaces the previous convertible loan note announced on 3
November 2025.
The funding package comprises an unsecured loan agreement of £2.1 million
provided by the Lender and an ATM equity issuance facility with the
Company's corporate broker, Axis Capital Markets ("Axis"), which is already in
place as announced on 2 April 2026.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Nativo Resources
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