REG - Nativo Resources Plc - Result of Noteholder Meeting

Nativo ResourcesAnnouncement

Thu 07:01

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RNS Number : 2660T  Nativo Resources Plc  31 July 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.

 

31 July 2025

 

Nativo Resources Plc

 

("Nativo" or the "Company")

 

Result of Noteholder Meeting

Restructuring Proposals Approved by Noteholders

EUR 10,000,000 Nominal Variable Rate Redeemable Secured Notes 2032

(XS1614175567) (the "Notes")

Further to the publication of the bond restructuring Proposals on 20 May 2025
and the notice re. "Bond Restructuring & Working Capital Updates" on 24
July, Nativo Resources plc (LON:NTVO), a gold-focused mining company with
interests in Peru, is pleased to announce that the adjourned Noteholder
meeting held yesterday was quorate and the Proposals were duly passed by the
requisite majority, with 74.04% of votes cast in favour.

 

As such, the Notes shall be restructured in line with the Proposals set out in
the consent solicitation memorandum published on 20 May 2025 (available under
the Circulars tab on the AIM Rule 26 page of the Company's website at
https://www.nativoresources.com/aim-rule-26/
(https://www.nativoresources.com/aim-rule-26/) ).

 

This means the Company will restructure 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 (i) accruing from 30 September 2022 and until (but excluding) 20
May 2025 will accrue at a rate of 2% per annum and (ii) accruing from 20 May
2025 will accrue at a reduced rate of 0.00% per annum, and interest accruing
from 31 March 2025 shall be payable on 15 May 2032.

 

Following the restructuring of the Notes as contemplated herein, the Company
will no longer be in technical default of its obligation to pay interest to
Noteholders on 30 June 2025 (as announced on 24 July 2025).

 

Christian Yates, Executive Chairman of Nativo, commented:

 

"This is a huge milestone for the Company. Nativo inherited this legacy from
the Company's Echo Energy period. Through positive and pragmatic dialogue with
Noteholders we can now restructure the Notes in a way that enables Nativo to
continue its business plan without the weight of this debt and repayment
obligation hanging over it. We believe the restructuring and effective removal
of this future cash repayment obligation makes the Company significantly more
investible.

 

Nativo is moving forward with its plans to establish sustainable gold
production in Peru, with gold trading at well over three thousand dollars. Our
strategy is based on three core activities: primary gold mining, gold ore
processing, and the recovery of gold from tailings. This strategy is
complemented by our newly established Digital Asset Treasury Policy (announced
on 25 July 2025) whereby, subject to working capital requirements, a portion
of any free cash flow from mining and processing activities and a proportion
of the proceeds of any future fundraises, may be allocated to Bitcoin and held
as a long-term treasury reserve asset.

 

We can now move forward unencumbered by the bond and get on with generating
value from a growing portfolio of gold opportunities in Peru."

 

In accordance with normal practice, Apex Corporate Trustees (UK) Limited in
its capacity as Trustee under the Trust Deed (the "Trustee") expresses no
opinion on the information or statements included in this notice, and the
Trustee recommend that any Noteholders who are in any doubt as to the
information or statements included in this notice or as to what action they
should take with regard to it should seek their own independent financial and
legal advice. The Trustee is not responsible for, and has no liability in
relation to, the accuracy, completeness, validity or correctness of the
information, statements made or documents referred to in this notice or for
any omissions from this notice or for any written or oral information made
available to any person receiving this notice or its advisers and any such
liability is expressly disclaimed.

 

Terms used but not defined in this announcement have the same meaning as given
to them in the Company's announcement and consent solicitation memorandum
released on 20 May 2025.

 

For further information please contact:

 Nativo Resources                                   Via Vigo Consulting

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

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

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

 Duncan Vasey

 Lucy Williams

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

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

 Peter Jacob

Anna Sutton

 

About Nativo Resources plc

 

Nativo has interests in gold 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 future fundraises 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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