New ATM Facility & Appointment of Joint Broker

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  Stephen Birrell, Chief Executive Officer	Via Vigo Consulting  [e-mail]
Zeus (Nominated Adviser and Joint Broker)  James Joyce  James Bavister	Tel: [phone]
Axis Capital Markets (Joint Broker) Richard Hutchison Lewis Jones	Tel: [phone]
Vigo Consulting (Investor Relations)  Ben Simons  Seb Weller  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 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.

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