REG - Nativo Resources Plc - New ATM Facility & Appointment of Joint Broker

Nativo ResourcesAnnouncement

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RNS Number : 1593Z  Nativo Resources Plc  02 April 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.

 

2 April 2026

 

Nativo Resources Plc

("Nativo" or the "Company")

 

New At the Market Facility

&

Appointment of Joint Broker

&

Further Explanation re General Meeting

 

Nativo Resources plc (LON: NTVO), which is focused on near-term gold mining
and processing projects in Peru, announces it has established a new At the
Market Facility ("ATM Facility") with Axis Capital Markets Limited ("Axis") of
up to £5 million, on a gross proceeds basis, to replace the previous at the
market facility as announced on 3 November 2025.

ATM Facility

Under the ATM Facility, the Company will issue ordinary shares of nominal
value £0.015 ("Ordinary Shares") in the capital of the Company ("ATM Shares")
to an FCA-regulated custodian appointed by Axis (the "Custodian"), to be
allotted and issued in tranches by mutual agreement between the Company and
Axis (each an "ATM Tranche"). When issued, the ATM Shares will be fully paid
and will rank pari passu in all respects with each other and with the existing
Ordinary Shares in the Company.

The Company will issue Axis with 120,000,000 ATM Shares at par value ("Initial
Tranche"), being equal to approximately 14.93% of the Company's issued share
capital as enlarged by the Initial Tranche. Axis will use reasonable
endeavours to sell the ATM Shares during the term of the ATM Facility (the
minimum term of which is one year), subject to certain customary selling
restrictions, which include:

·    a Company-set floor price to be determined by the company at the
time;

·    agreed limits on daily volumes, based on liquidity;

·    the maximum discount set at no more than 5%; and

·    a limit for not selling more than 3% of issued share capital in a
single day.

The Company will update on the proceeds of sale of ATM Shares.

It is the intention of the parties that the ATM Shares should only be sold
when market conditions are suitable and with a view to enhancing the value of
the Company for all shareholders. Axis will deduct a broker fee and properly
and reasonably incurred settlement costs from the gross proceeds of the sale
of the ATM Shares, with the net proceeds, equal to approximately 96.5% of the
gross sale proceeds, being paid to the Company at the end of each settlement
period during the term of the ATM Facility.

The purpose of the ATM Facility is to provide the Company with a flexible
mechanism to seek to issue new shares and raise capital at prevailing market
prices to repay the amortisation of the Convertible Loan Note announced on 3
November 2025 (the "CLN") and provide further investment funds for the
development of operations in Peru. At the Bonanza gold mine, operations
continue to move through development of the galleries and shafts towards
production with the first sale of stockpiled vein material generated during
mine development anticipated during May.

The Company is under no obligation to allot and issue further ATM Shares to
Axis or the Custodian, and any further use of the ATM Facility will be at the
discretion of the board of directors of the Company, in staged and controlled
ATM Tranches, with the objective of minimising shareholder dilution.

Appointment of Joint Broker

The Company is also pleased to announce the appointment of Axis as Joint
Broker, alongside Zeus Capital.

Further Explanation re General Meeting

Following yesterday's announcement giving notice of a General Meeting seeking
shareholder approval to refresh authorities to allot shares and disapply
pre-emption rights, the Directors wish to provide additional context for the
resolutions. Under the Convertible Loan Note agreement announced on 3 November
2025, the Company is required to maintain sufficient headroom to issue and
allot shares to accommodate the lender's conversion rights should it decide to
convert loan notes into equity.

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)

 

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