REG - Nativo Resources Plc - Proposed Share Consolidation & Notice of GM

Nativo ResourcesAnnouncement

07/02/2025 18:30

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RNS Number : 4218W  Nativo Resources Plc  07 February 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.

 

7 February 2025

Nativo Resources Plc

("Nativo" or the "Company")

Proposed Share Consolidation

&

Notice of General Meeting

 

Nativo Resources Plc (LON:NTVO), which has interests in gold mines in Peru,
announces that the Company is proposing to implement a consolidation of its
ordinary share capital on the basis of 1 New Ordinary Share of 0.15p for every
1,500 Existing Ordinary Shares of 0.0001p each (the "Share Consolidation").

The Company has today  posted a circular to shareholders in connection with
the proposed Share Consolidation which is available on its website at
www.nativoresources.com (http://www.nativoresources.com) (the "Circular"). The
Circular contains a general update as well as information about the background
to and reasons for the proposed Share Consolidation, to explain why the Board
considers the Share Consolidation to be in the best interests of the Company
and its Shareholders as a whole, and why the Directors recommend that you vote
in favour of the Resolutions to be proposed at the General Meeting to be held
at the offices of Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London
EC2V 6EE on 25 February 2025 at 11 a.m. (GMT).

Upon implementation of the Share Consolidation, Shareholders on the register
of members of the Company on the Record Date, which is expected to be 6 p.m.
on 26 February 2025, will exchange every 1,500 Existing Ordinary Shares they
hold for 1 New Ordinary Share. The proportion of the issued ordinary share
capital of the Company held by each Shareholder following the Share
Consolidation will, save for fractional entitlements and subject to the
exercise of share options and warrants, be unchanged.

Background to and reasons for the proposed Share Consolidation

As at 6 February 2025 (being the latest practicable date prior to the
publication of the Circular), the Company had 74,462,211,686 Existing Ordinary
Shares in issue. With shares of low denominations, small absolute movements in
the share price can represent large percentage movements resulting in
volatility. The Board also believes that the bid-offer spread on shares priced
at low absolute levels can be disproportionate to the share price and
therefore to the detriment of Shareholders. The Board is of the view that it
would benefit the Company and Shareholders to reduce the number of Existing
Ordinary Shares in issue with a resulting adjustment in the market price of
such shares, by consolidating the Existing Ordinary Shares on the basis of 1
New Ordinary Share of 0.15p for every 1,500 Existing Ordinary Shares of
0.0001p each. This is expected to assist in reducing the volatility in the
Company's share price and enable a more consistent valuation of the Company,
making the Company's shares more attractive to institutional investors.

Extracts from the Circular are included in the appendix below.

 

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

 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

 Peter Jacob

Anna Sutton

 

About Nativo Resources plc

 

Nativo has interests in gold mining and exploration projects in Peru. Through
a 50:50 joint venture established in July 2024 with an experienced local
partner, Nativo secured an opportunity to scale operations at the Tesoro Gold
Concession, owning 50% of the production and resources. Production and sales
of ore to a local gold ore processing plant began in late December 2024.

 

In December 2024, Nativo also agreed to acquire directly a 100% interest in
the Morrocota Gold Mine, proximal to the Tesoro Gold Concession. Production
from Morrocota is anticipated to commence by the end of Q2 2025. Longer-term,
the Company plans to establish its own gold ore processing plant to retain a
higher margin from production at its mines.

 

In addition to primary gold mining projects, the Company also holds the Ana
Lucia Polymetallic concession, and is investigating low capex strategies to
appraise and exploit tailings deposits to recover gold.

 

Follow us on social media:

 

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

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

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Circular posted to Shareholders                                                7 February 2025
 Latest time and date for receipt of proxy appointments                         11.00 a.m. on 21 February 2025
 General Meeting                                                                11:00 a.m. on 25 February 2025
 Record Date for the Share Consolidation                                        6:00 p.m. on 26 February 2025
 Expected date on which New Ordinary Shares will be admitted to trading on AIM  8:00 am on 27 February 2025
 Expected date on which CREST accounts credited with New Ordinary Shares        27 February 2025
 Expected date by which definitive new share certificates are to be despatched  Week commencing 10 March 2025

 

The Company's SEDOL code is BF0YPG7 and ISIN code is GB00BF0YPG76. Following
the Share Consolidation, the Company's new SEDOL code will be BRYPS72 and its
new ISIN code will be GB00BRYPS729.

PROPOSED SHARE CONSOLIDATION

1.         INTRODUCTION

The Company is proposing to implement a consolidation of the Company's
ordinary share capital on the basis of 1 New Ordinary Share of 0.15p for every
1,500 Existing Ordinary Shares of 0.0001p each. The purpose of this document
is to provide you with information about the background to and reasons for the
proposed Share Consolidation, to explain why the Board considers the Share
Consolidation to be in the best interests of the Company and its Shareholders
as a whole, and why the Directors recommend that you vote in favour of the
Resolutions to be proposed at the General Meeting, notice of which is set out
at the end of this document.

2.         GENERAL UPDATE

Since the placing and broker option in October last year, Nativo has been
accelerating work at its portfolio of assets in Peru by negotiating for the
establishment of a gold ore processing plant near Tesoro, and continuing its
mine development plans as it moved to first production, including opening a
new shaft at Bonanza called Fortuna and developing Bonanza to focus on high
grades. Boku entered into a sales agreement with a local gold ore processing
plant in Arequipa and Nativo is on track to acquire the Morrocota Gold Mine,
with that transaction expected to complete in March. Meanwhile, Nativo has
been progressing discussions with owners of tailings deposits where the
recovery of gold and silver from these deposits will be transformational for
Nativo.  In order to provide further funds for working capital and to
continue to allow Nativo to implement its growth and development plans the
Company is now looking to raise further working capital by the end of Q1 2025.

3.         BACKGROUND TO AND REASONS FOR THE PROPOSED SHARE
CONSOLIDATION

As at 6 February 2025 (being the latest practicable date prior to the
publication of the circular ), the Company had 74,462,211,686 Existing
Ordinary Shares in issue. With shares of low denominations, small absolute
movements in the share price can represent large percentage movements
resulting in volatility. The Board also believes that the bid-offer spread on
shares priced at low absolute levels can be disproportionate to the share
price and therefore to the detriment of Shareholders. The Board is of the view
that it would benefit the Company and Shareholders to reduce the number of
Existing Ordinary Shares in issue with a resulting adjustment in the market
price of such shares, by consolidating the Existing Ordinary Shares on the
basis of 1 New Ordinary Share of 0.15p for every 1,500 Existing Ordinary
Shares of 0.0001p each. This is expected to assist in reducing the volatility
in the Company's share price and enable a more consistent valuation of the
Company, making the Company's shares more attractive to institutional
investors.

4.         DETAILS OF THE PROPOSED SHARE CONSOLIDATION

Upon implementation of the Share Consolidation, Shareholders on the register
of members of the Company on the Record Date, which is expected to be 6 p.m.
on 26 February 2025, will exchange every 1,500 Existing Ordinary Shares they
hold for 1 New Ordinary Share. The proportion of the issued ordinary share
capital of the Company held by each Shareholder following the Share
Consolidation will, save for fractional entitlements and subject to the
exercise of share options and warrants, be unchanged.

To effect the Share Consolidation it may be necessary to issue such minimum
number of additional Excess Ordinary Shares (not exceeding 1,480 in total) so
that the aggregate nominal value of the ordinary share capital of the Company
is exactly divisible by 1,500. It is therefore proposed that in order to
facilitate the Share Consolidation, 1,480 Excess Ordinary Shares will be
issued to Peterhouse Capital Limited so that, prior to the Share
Consolidation, the Company's issued share capital will be exactly divisible by
1,500.

These Excess Ordinary Shares will be issued at market value and sold to the
market along with the aggregation of any fractional entitlements at the best
price reasonably obtainable for the Company. The Share Consolidation will
result in an adjustment to the number of existing Warrants and Options.

As of 6 February 2025, there were 17,317,888,889 Existing Warrants and
262,468,698 Existing Options. After the Share Consolidation which will
exchange every 1,500 Existing Ordinary Shares for 1 New Ordinary Share there
will be 11,545,259 outstanding Warrants and 174,979 outstanding Options.

Other than the change in nominal value, the New Ordinary Shares arising on
implementation of the Share Consolidation will have the same rights as the
Existing Ordinary Shares, including voting, dividend and other rights. All
other classes of shares in the Company are unaffected by the Share
Consolidation.

No Shareholder will be entitled to a fraction of a New Ordinary Share and
where, as a result of the consolidation of Existing Ordinary Shares described
above, any Shareholder would otherwise be entitled to a fraction of a New
Ordinary Share in respect of their holding of Existing Ordinary Shares at the
Record Date (a "Fractional Shareholder"), such fractions shall be aggregated
with the other fractions of New Ordinary Shares to which other Fractional
Shareholders of the Company may be entitled so as to form full New Ordinary
Shares and sold in the market. The costs, including the associated
professional fees and expenses, that would be incurred in distributing such
proceeds are likely to exceed the total net proceeds distributable to such
Fractional Shareholders.

The Board is therefore of the view that, as a result of the disproportionate
costs in such circumstances, it would not be in the Company's best interests
to distribute such proceeds of sale and the proceeds will instead be retained
for the benefit of the Company in accordance with the Resolution. Furthermore,
any shareholders holding fewer than 1,500 Existing Ordinary Shares as at 6
p.m. on the Record Date will cease to be a shareholder of the ordinary shares
in the Company. The minimum threshold to receive New Ordinary Shares will be
1,500 Existing Ordinary Shares.

If you hold a share certificate in respect of your Existing Ordinary Shares in
the Company, your certificate will no longer be valid from the time the
proposed Share Consolidation becomes effective. If you hold 1,500 or more
Existing Ordinary Shares on the Record Date you will be sent a new share
certificate evidencing the New Ordinary Shares to which you are entitled under
the Share Consolidation. Such certificates are expected to be despatched no
later than week commencing 10 March 2025. The certificates will be despatched
by 1st class post, at the risk of the shareholder. Upon receipt of the new
certificate, you should destroy any old certificates. Pending the despatch of
the new certificates, transfers of certificated New Ordinary Shares will be
certified against the Company's share register.

If you hold your Existing Ordinary Shares in uncertificated form, you should
expect to have your CREST account credited with the New Ordinary Shares to
which you are entitled on implementation of the Share Consolidation on 27
February 2025 or as soon as practicable after the Share Consolidation becomes
effective.

5.         ADMISSION TO AIM

The Share Consolidation is conditional upon permission being granted by the
London Stock Exchange for the New Ordinary Shares to be admitted to trading on
AIM. Application for such Admission will be made so as to enable the New
Ordinary Shares to be admitted to trading on AIM as soon as practicable
following the Record Date. It is expected that Admission will become effective
at 8:00 a.m. on 27 February 2025 whereupon the Share Consolidation will be
effective.

6.         EFFECTS OF THE PROPOSED SHARE CONSOLIDATION ON SHARE
OPTIONS AND WARRANTS

The rules of existing share options and warrants provide that in the event of
any consolidation or sub-division of the share capital of the Company, then
the number of shares subject to an option or warrant instrument and the
exercise price payable on exercise of an option may be adjusted by the Board
in such manner and with effect from such date as the Board may determine to be
appropriate subject to the written confirmation of the auditors of the Company
that the adjustments are, in their opinion, fair and reasonable.

The effect of these provisions will be that, following the Share
Consolidation, the number of shares subject to any option held under share
options will decrease broadly to one fifteen hundredth of their number prior
to consolidation whilst the price payable for the exercise of each option will
increase broadly by a multiple of 1,500.

Likewise, the number of warrants will decrease broadly to one fifteen
hundredth in number, and the price will increase broadly by a multiple of
1,500.

There should, therefore, subject to the relevant consents, be no material
alteration to the current potentially dilutive effects of the options granted
under share options. Notice of the adjustments to the options will be sent to
individual Optionholders as soon as reasonably practicable following the Share
Consolidation.

7.         TAXATION

The following statements are intended only as a general guide to the current
tax position under UK taxation law and practice. They relate only to certain
limited aspects of the UK tax position of Shareholders who are the beneficial
owners of Existing Ordinary Shares and who are resident or (in the case of
individuals) ordinarily resident in the UK for tax purposes and who hold their
shares in the Company beneficially as an investment (and not as securities to
be realised in the course of a trade). The following is not, and is not
intended to be, an exhaustive summary of the tax consequences of acquiring,
holding and disposing of Existing Ordinary Shares or New Ordinary Shares.

A Shareholder who is in any doubt as to his or her tax position or is subject
to tax in any jurisdiction other than the UK should consult his or her duly
authorised professional adviser without delay. The proposed Share
Consolidation should constitute a reorganisation of the Company's share
capital and, for the purposes of UK taxation of chargeable gains, to the
extent that you receive New Ordinary Shares under the proposed Share
Consolidation, you should not be treated as making a disposal of any of your
Existing Ordinary Shares or an acquisition of New Ordinary Shares.

The New Ordinary Shares will be treated as the same asset as, and as having
been acquired at the same time and for the same aggregate cost as, the holding
of Existing Ordinary Shares from which they derive. No liability to stamp duty
or stamp duty reserve tax will be incurred by a holder of Existing Ordinary
Shares as a result of the proposed Share Consolidation.

8.         GENERAL MEETING

In order to give effect to the Share Consolidation, approval by Shareholders
in a General Meeting is needed. You will therefore find set out at the end of
this document a notice convening the General Meeting to be held at the offices
of Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London EC2V 6EE on 25
February 2025 at 11 a.m. (GMT) at which the following Resolution will be
proposed:

That all of the ordinary shares of 0.0001p each in the capital of the Company
be consolidated into ordinary shares of 0.15p each on the basis of 1 new
ordinary share of 0.15p each for every 1,500 Existing ordinary shares of
0.0001p each, each such new ordinary share having the rights and being subject
to the restrictions set out in the Company's articles of association, provided
that any fractions of ordinary shares of 0.0001p each to which any holder of
ordinary shares would otherwise be entitled arising from such consolidation
shall be aggregated and consolidated so far as is possible into ordinary
shares of 0.15p each and sold for the benefit of the Company. Fractional
entitlements will not be paid to individual shareholders. For the purposes of
implementing the provisions of this paragraph the Board may appoint any other
person to execute sales, transfers or renunciations on behalf of persons
otherwise entitled to such fractions and generally may make all arrangements
which appear to them to be necessary or appropriate for the settlement and
disposal of new ordinary shares representing such fractions.

To be passed, the resolution requires a simple majority of those voting in
favour in person or on a poll.

9.         RECOMMENDATION

The Directors consider that the proposed Share Consolidation is in the best
interests of the Company and its Shareholders as a whole. Accordingly, the
Directors unanimously recommend that you vote in favour of the Resolutions
being proposed at the General Meeting, as they intend to do or procure to be
done in respect of their own and their connected persons' beneficial holdings.

DEFINITIONS

In this announcement and in the accompanying Form of Proxy, the following
words and expressions shall, except where the context requires otherwise, have
the following meanings:

 "Act"                                         the Companies Act 2006
 "Admission"                                   the admission of the New Ordinary Shares to trading on AIM becoming effective
                                               in accordance with the AIM Rules
 "AIM"                                         the market operated by the London Stock Exchange
 "AIM Rules"                                   the rules applicable to AIM companies, as published by the London Stock
                                               Exchange from time to time
 "Articles"                                    the articles of association of the Company
 "Board" or "Directors"                        the board of directors of the Company
 "Business Day"                                means a day (other than a Saturday or Sunday) on which banks are generally
                                               open in London for the transaction of normal business
 "certificated" or "in certificated form"      the description of a share or other security which is not in uncertificated
                                               form (that is, not in CREST)
 "the Company"                                 Nativo Resources Plc
 "CREST"                                       the relevant system (as defined in the CREST Regulations) for the paperless
                                               settlement of share transfers and the holding of shares in uncertificated form
                                               operated by Euroclear UK & International Limited
 "CREST Regulations"                           the Uncertificated Securities Regulations 2001 (SI 2001 No.1/3755) (as
                                               amended)
 "Excess Ordinary Shares"                      the new Existing Ordinary Shares to be issued so that the aggregate nominal
                                               value of the ordinary share capital of the Company is exactly divisible by
                                               1,500
 "Existing Ordinary Shares"                    the existing ordinary shares of 0.0001p each in the Company in issue at the
                                               date of this document
 "General Meeting" or "GM"                     the General Meeting of the Company to be held at the offices of Peterhouse
                                               Capital Limited, 3rd Floor, 80 Cheapside, London EC2V 6EE at 11.00 a.m. on 25
                                               February 2025, notice of which is set out at the end of this document
 "Form of Proxy"                               the form of proxy for use by Shareholders in connection with the General
                                               Meeting which may be requested from MUFG Corporate Markets
 "Fractional Shareholder"                      has the meaning ascribed to that expression in paragraph 3 of the letter from
                                               the Chairman on page 6 of this document
 "London Stock Exchange"                       London Stock Exchange plc
 "New Ordinary Shares"                         the new ordinary shares of 0.15p each in the Company arising on consolidation
                                               of the Existing Ordinary Shares
 "Optionholders"                               holders of options over Existing Ordinary Shares
 "Record Date"                                 6 p.m. on 26 February 2025 (or such other time and date as the Directors may
                                               determine)
 "Resolution"                                  the resolution to be proposed at the GM as set out in the Notice of GM at the
                                               end of this document
 "Share Consolidation"                         the proposed consolidation of the Company's ordinary share capital resulting
                                               in every 1,500 Existing Ordinary Shares being consolidated into 1 New Ordinary
                                               Share
 "Shareholder"                                 a holder of Existing Ordinary Shares
 "Shareholding"                                a holding of Existing Ordinary Shares
 "UK" or "United Kingdom"                      the United Kingdom of Great Britain and Northern Ireland
 "uncertificated" or "in uncertificated form"  recorded on the relevant register of the share concerned as being held in
                                               uncertified form in CREST, and title to which, by virtue of the CREST
                                               Regulations, may be transferred by means of CREST
 "Warrants"                                    warrants for Existing Ordinary Shares issued by the Company for Existing
                                               Ordinary Shares issued by the Company

 

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