Publication of Bond Restructuring Proposals

Nativo Resources plc (LON:NTVO), which has interests in gold mines in Peru, is pleased to announce that, following constructive discussions with certain holders of the Company's EUR 10,000,000 Nominal Variable Rate Redeemable Secured Notes 2032 (XS1614175567) (the "Notes"), the Company will shortly publish its proposals in respect of a restructuring of the Notes (the "Proposals") and in doing so convene a meeting of the holders of the Notes (the "Noteholders") to consider the Proposals at 10 a.m. (London Time) on 12 June 2025 at the offices of Peterhouse Capital Limited, 80 Cheapside, London, EC2V 6EE, United Kingdom.

Pursuant to the Proposals, the Company is seeking Noteholder consent to:

• Amend the Notes to allow for conversion of the capital (amounting to €10,000,000) and interest accrued to 31 December 2024 (amounting to approximately €463,992) on the terms summarised below
• Set the rate of interest accrued on the Notes at 0% from 1 January 2025

It is proposed that the Notes shall not be convertible before 1 January 2032 unless the Company's market cap exceeds £35 million for a period of 10 consecutive business days and at Nativo's discretion (the "Market Capitalisation Threshold").

It is proposed that Nativo shall have the right to elect (a) after the Market Capitalisation Threshold has been met or (b) after 1 January 2032 but no later than 30 April 2032, to convert the Notes into Ordinary Shares in the Company at a 10 per cent discount to the price equal to the volume weighted average price of an Ordinary Share for the 10 Business Days before the final conversion date.

It is further proposed that a restructuring success fee be awarded to Noteholders that vote in favour of the Proposals, to be satisfied by the issue of warrants to subscribe for such number of Ordinary Shares in the Company as is equal to 5% of the principal value of the Notes which have been voted in favour with an exercise price of 1.5 pence.

A copy of the circular sent to Noteholders will shortly be available on the Company's website at www.nativoresources.com.

Christian Yates, Executive Chairman of Nativo, commented:

"We are encouraged by the positive and pragmatic dialogue with certain holders of the Notes regarding the proposed restructuring of the Notes in a way that enables Nativo to continue its business plan without the weight of this legacy debt and repayment obligation hanging over it. We believe the proposed restructuring and effective removal of this future cash repayment obligation will make the Company significantly more investible and therefore we encourage all Noteholders to support the proposals.

Our goals, underpinned by record high commodity prices, are to reinitiate production at our gold mines, establish a gold ore processing plant, and develop a large-scale tailings cleaning plant to recover gold and silver. In doing so, we aim to create value for our shareholders and Noteholders alike."

X: https://x.com/nativoresources