Directors' Deferred Remuneration & Issue of Equity

Nativo Resources Plc

06 February 2026

 

6 February 2026

Nativo Resources Plc

("Nativo" or the "Company")

Directors' Deferred Remuneration

Issue of Equity

Award of Options

Director / PDMR Dealings

Nativo Resources plc (LON:NTVO), a gold-focused mining company with interests in Peru, announces that it has issued 6,858,710 Ordinary Shares (the "Director Salary Shares") to Christian Yates and Stephen Birrell, the Executive Directors of the Company, at an agreed share price of £0.005832 per new Ordinary Share, representing an 8% premium to the closing market price of the Company's shares on 3 February 2026.

Accordingly, Mr Yates will subscribe for 2,572,016 Ordinary Shares in lieu of £15,000 of salary owing, and Mr Birrell will subscribe for 4,286,694 Ordinary Shares in lieu of £25,000 of salary owing.

Following the issuance of shares, Mr Yates will be interested in 7,339,660 Ordinary Shares (1.17 per cent of the issued share capital) and Mr Birrell will be interested in 12,080,357 Ordinary Shares in the Company (1.92 per cent of the issued share capital).

Award of Options

The Executive Directors have also 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 GRANT	NO. OPTIONS GRANTED	EXERCISE PRICE*	VESTING DATE	EXPIRY DATE
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

^*Being the closing price of the Company's Ordinary Shares on 3 February 2026

Related Party Transaction

The issuance of shares and award of options to the Directors referred to above is classified as a related party transaction for the purposes of the AIM Rules. Andrew Donovan, being the sole independent director, confirms that he considers that the terms of the transaction are fair and reasonable insofar as the Company's Shareholders are concerned.

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for 6,858,710 Director Salary 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 11 February 2026.

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the issue of the above Director Salary  Shares, its issued Ordinary Share capital will comprise 635,922,000 Ordinary Shares. All the Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in Treasury. The total number of voting rights in the Company will therefore be 635,922,000. The above figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interests in, or a change to their interest in, the Company.

For further information please contact:

Nativo Resources  Stephen Birrell, Chief Executive Officer	Via Vigo Consulting  [e-mail]
Zeus (Nominated Adviser and Joint Broker)  James Joyce  James Bavister	Tel: [phone]
AlbR Capital Limited (Joint Broker)  Duncan Vasey  Lucy Williams  Rose Greensmith	Tel: [phone]
Vigo Consulting (Investor Relations)  Ben Simons  Peter Jacob  Anna Sutton	Tel: [phone]  [e-mail]

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

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

Appendix - Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Stephen Birrell
2.	Reason for notification
a)	Position/Status	Chief Executive Officer
b)	Initial notification/ Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nativo Resources Plc
b)	LEI	2138006SNII7SKIGG445
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification Code	i)              Ordinary shares of GBP0.0015 per share par value ii)             Options over Ordinary Shares ISIN: GB00BRYPS729
b)	Nature of the transaction	Issue of Ordinary Shares and Options over Ordinary Shares
c)	Price(s) and volume(s)
			Price	Volume
			(i) £0.005831 per share (ii) £0.0054 per option	(i) 4,286,694 (ii) 25,162,531
d)	Aggregated information - Aggregated Volume - Price	As above
e)	Date of the transaction	4 February 2026
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Christian Yates
2.	Reason for notification
a)	Position/Status	Executive Chairman
b)	Initial notification/ Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nativo Resources plc
b)	LEI	2138006SNII7SKIGG445
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification Code	i)              Ordinary shares of GBP0.0015 per share par value ii)             Options over Ordinary Shares
b)	Nature of the transaction	Issue of Ordinary Shares and Options over Ordinary Shares
c)	Price(s) and volume(s)
			Price	Volume
			(i) £0.005831 per share (ii) £0.0054 per option	(i) 2,572,016 (ii) 25,162,531
d)	Aggregated information - Aggregated Volume - Price	As above
e)	Date of the transaction	4 February 2026
f)	Place of the transaction	Outside a trading venue

 

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