REG - Nativo Resources Plc - Issue of Equity & Related Party Transaction

Nativo ResourcesAnnouncement

24/10/2025 07:00

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RNS Number : 6614E  Nativo Resources Plc  24 October 2025

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.

 

24 October 2025

 

Nativo Resources Plc

("Nativo" or the "Company")

 

Issue of Equity & Related Party Transaction

 

Nativo Resources Plc (LON:NTVO), a gold-focused mining company with interests
in Peru, announces it has issued shares to certain creditors in lieu of cash
payments thereby reducing the Company's cash
liabilities. Accordingly, 4,090,909 new ordinary shares of 0.15 pence each
("Ordinary Shares") have been issued in lieu of cash for services provided at
a price of 0.44 pence per new Ordinary Share, being the closing market price
of the Company's shares on 23 October 2025 (the "Creditor Shares").

 

Additionally, Stephen Birrell and Christian Yates (both directors of the
Company) have elected to subscribe for Ordinary Shares in lieu of salary which
has been accrued but which they have not yet taken ("Director Salary Shares").
The Director Salary Shares will be issued at 0.475 pence per new Ordinary
Share, representing an 8% premium to the closing market price of the Company's
shares on 23 October 2025.

 

Accordingly, Mr Birrell will subscribe for 6,340,229 Ordinary Shares in lieu
of £30,116 of net salary owing, and Mr Yates will subscribe for 3,209,864
Ordinary Shares in lieu of £15,247 of net salary owing.

 

The issue of shares have been treated as related party transactions under AIM
Rule 13. As recipients of shares, Mr Birrell and Mr Yates are not independent
and have not taken part in the Board's consideration of the issue. Andrew
Donovan is the independent director for this purpose. The independent director
considers, having consulted with Zeus Capital, the Company's nominated
adviser, that the terms of the issue of shares to Mr Birrell and Mr Yates are
fair and reasonable insofar as the Company's shareholders are concerned.

 

The subscription Shares will be issued fully paid and will rank pari passu in
all respects with the Company's existing Ordinary Shares.

 

Application will be made to the London Stock Exchange for the 13,641,002 new
Ordinary shares to be admitted to trading on AIM ("Admission") and it is
expected that such Admission will take place at 8.00 a.m. on or around 29
October 2025.

 

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 464,460,619 with voting rights. This figure may be
used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time.

 

 

For further information please contact:

 Nativo Resources                           Via Vigo Consulting

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

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

 James Bavister
 Peterhouse Capital limited (Joint Broker)  Tel: +44 (0)20 7469 0930

 Duncan Vasey

 Lucy Williams

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

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

 Peter Jacob

Anna Sutton

 

About Nativo Resources Plc

 

Nativo has interests in gold projects in Peru. The Company's strategy is based
on three core activities: primary gold mining, gold ore processing, and the
recovery of gold from tailings. The Company has already acquired or optioned
several projects for development and has identified additional opportunities
for expansion. Nativo's nearest-term objective is to scale operations on the
Tesoro Gold Concession, focusing on the Bonanza and Morrocota mines. Nativo
intends to allocate portions of free cash flow from mining and processing
activities, and from future fund raises, to Bitcoin purchases and to hold
Bitcoin as a long-term treasury reserve asset.

 

Follow us on social media:

 

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

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

 

 

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