Final Results

Nativo Resources plc (LON:NTVO), which has interests in gold mines in Peru, announces its results for the year ended 31 December 2024 (the "Period").

Highlights

• Announced on 1 July 2024 the formation of a 50:50 joint venture in Peru with the founding partners of Boku Resources SAC ("Boku") to participate in gold and silver mining and the cleaning of known tailings deposits containing gold and silver
• Announced on 14 October 2024 that Boku secured the permits for the establishment and operation of its own gold ore processing plant ("La Patona Project") and entered into an option agreement with a landholder for use of its land

o Post year-end in May 2025, the Company announced that management had reviewed and reduced the capital requirements and timescales for the La Patona Project, with the revised plan estimated to take five months and cost $500,000

• Announced on 23 December 2024 that Boku made its first mineral sale of a batch of 42.973 tonnes of ore from the Bonanza Gold Mine on the Tesoro Gold Concession
• Announced on 15 July 2024 that Boku had acquired the Ana Lucia polymetallic concession in the Ancash region of central Peru
• Announced on 26 September 2024 that Andrew Donovan was appointed as Non-Executive Director
• Announced on 6 December 2024 a binding term sheet to acquire, directly, the Morrocota Gold Mine ("Morrocota"), located in the Arequipa province, 3km from the Bonanza Gold Mine ("Bonanza")

o Post year-end in April 2025, the Company announced the completion of the Morrocota Gold Mine acquisition

• Raised gross total proceeds of £1,472,645 via share issues during the Period
• Announced post year-end in March 2025 the signing of an option agreement for the Toma La Mano tailings project ("Toma La Mano"), pursuant to which Boku will evaluate the opportunity to recover and sell gold and silver from Toma La Mano
• Announced post year-end in May 2025 that Christian Yates had transitioned to the role of Executive Chairman with immediate effect

X: https://x.com/nativoresources

Chair and Chief Executive Officer's Statement

Nativo was formerly Echo Energy plc (name changed in September 2024) which had oil and gas producing assets in Argentina, with the majority interest being sold in May 2023. By the end of 2023, only a 5% interest had been retained by the Company in the assets. Historical exploration and production had been funded through debt with c.£11 million remaining at the end of 2024, comprising a €10m Eurobond plus accrued interest and a loan facility of c.£605,000 plus £315,000 accrued interest (the "Spartan Loan").

The executive team, Christian Yates (Chair) and Stephen Birrell (Chief Executive Officer), (the "Executive") was appointed to replace the previous executive leadership in November 2023. Through the first half of 2024, the business was restructured, costs were slashed and creditors managed while a new strategic direction for the Company was prepared.

Early fund-raising in Q1 2024 allowed the Executive to establish a Latin America-focused precious metals mining company, initially concentrating on gold and silver opportunities in Peru. This business was formally established in July 2024 through a JV with an experienced local partner, Boku Resources, who contributed a fully permitted concession, Tesoro, in the Arequipa region. The strategy in Peru is to develop three revenue streams from gold mining, gold processing and the recovery of precious metals from cleaning legacy tailings deposits.

The shaft of the first mine at Tesoro, Bonanza, was sunk in September 2024. Within three months of commencing exploration development at Bonanza, Nativo sold its first batch of high-grade ore to a commercial processor to secure first revenues. As exploration development at Bonanza transitions to production, growing cash flow will be directed towards sustaining and expanding operations across the wider Tesoro project; it is envisaged that it will eventually include a standalone processing facility. In October 2024, an option agreement was signed with a landowner for the establishment of a processing plant close to the Bonanza mine. The land has permits and infrastructure in place. In December 2024 the 100% acquisition by Nativo of a neighbouring mine to Bonanza called Morrocota was announced with the transaction completing in April 2025. The intent behind the acquisition of this mine, where preparation to mine has commenced, is to accelerate the growth in production on the Tesoro concession.

The next phase of the business development plan is to reprocess historic tailings deposits to recover lost metals whilst rehabilitating environmental liabilities - an approach that has been successfully employed by others and it is a mining story with a positive ESG angle. Based on historical records, Nativo and Boku have identified numerous high potential tailings projects in the Ancash region of central Peru which subject to agreements will be assessed for their potential to be reprocessed to recover lost metals. Tailings reprocessing represents a cheap and low risk approach to build a resource inventory. Defining a resource and demonstrating cost-effective routes for the economic recovery of the lost metals will be required before a final investment decision is made. Current metal prices and modern recovery processes will help with this. The first tailings deposit of up to two million tonnes was secured via an option agreement in April 2025.

In July 2024 Boku acquired the polymetallic Ana Lucia exploration project in the Ancash region. This project has the potential to add commodity diversification and scale, subject to further analysis.

In January 2025 the Company announced the further restructuring of the Spartan Loan to help with cash flow going forward as the Company seeks to grow and develop new revenue streams. Negotiating a further restructuring of the €10m Eurobond is also in progress as this will be key to attracting significant future investment.

Finally, turning to Board matters, James Parsons retired from the Board at the AGM in June 2024. Martin Hull resigned as a Director at the end of October 2024. Andrew Donovan joined the Board in September 2024. The Board continues to be focused on creating value for shareholders through delivery of the strategy outlined abo

Financial Review

Income Statement

The Group's loss from continuing operations for the year to 31 December 2024 was US $2.1 million (2023: US $4.1 million) and total Group loss including discontinued operations was US $2.1 million (2023: profit US $5.0 million).

For the year ended 31 December 2024, Group revenue from continuing operations was US $44,000 (2023: US $nil).

The Group had the following costs from continuing operations:

Ø Group operational costs were US $217,000 (2023: US $nil).

Ø Administrative expenses were US $1.4 million (2023: US $1.2 million)

Ø Finance costs, largely composed of interest costs offset in part by foreign exchange gains, were US $0.7 million (2022: US $2.9 million).

Balance Sheet

Careful management of cash balances, negotiated repayment of legacy positions with supportive creditors and equity fund raises supported the business through the year. The Group ended the period with US $0.05 million cash at bank compared to the prior year balance of US $0.08 million.

Post Balance Sheet

Note 29 provides details of share issuance post 31 December 2024 to raise funds.

This Strategic Report was approved by the Board on 4th June 2025 and signed on its behalf by:

Stephen Birrell

Chief Executive Officer

Nativo Resources PLC

Independent Auditor's Report to the Members of Nativo Resources PLC

Opinion

We have audited the financial statements of Nativo Resources PLC (the parent company) and its subsidiaries (the "group") for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Statements of Financial Position, the Consolidated and Parent Statements of Changes in Equity, the Consolidated and Parent Statements of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK adopted International Accounting Standards.

In our opinion the financial statements,

• have been properly prepared in accordance with UK adopted International Accounting Standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which indicate that the group incurred a loss of $2,247,205 during the year ended 31 December 2024 and, at that date, had the net current liabilities of $1,475,449 and net liabilities of $9,015,706. As stated in note 2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included a critical assessment on budgets, including challenging models and undertaking stress tests, and a detailed discussion with management on the key cashflow pinch points, including loan repayments and funding available to the Group.

An overview of the scope of our audit

How we tailored the audit scope

The Group financial statements are a consolidation of a number of reporting units and components, comprising the Group's operating businesses and holding companies.

We performed audits of the complete financial information of Nativo Resources PLC and Boku Resources SAC which were individually financially significant and accounted for the vast majority of the Group's revenue, profit and loss, assets and liabilities. We also performed specified audit procedures over certain account balances and transaction classes that we regarded as material to the Group or subject to audit risk across the other reporting units and components. We have overall coverage of 100% of Group loss before tax, revenue, total assets and total liabilities.

Key Audit Matters

Rationale for benchmark applied:

The Group has limited revenues and assets and has incurred significant expenses in the year. We believe the loss for the year is the primary measure used by the shareholders in assessing the performance of the Group and Company and is a generally accepted auditing benchmark.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between $7,500 and $9,000 (excluding dormant companies).

Other information

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Auditor's responsibilities for the audit of the financial statements (continued)

The extent to which the audit was considered capable of detecting irregularities including fraud

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including AIM rules and the Companies Act 2006.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;
• tested journal entries to identify unusual transactions;
• investigated the rationale behind significant or unusual transactions.
• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims;

Non-audit services

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Group or Company and we remain independent of the Group and Company in conducting our audit. Our audit opinion is consistent with the additional report to the audit committee.

Other matter

We were engaged to audit the financial statements for the year ended 31 December 2023 however we were not able to express an opinion and we issued a disclaimer of opinion.

This was due to the lack of information and accounting records relating to the Group's wholly owned subsidiaries Eco Energy CDL Op Limited and Eco Energy TA Op Limited and the sale of the Santa Cruz operations in Argentina. We were not able to obtain sufficient audit evidence over the results from discontinued operations, the gain on disposal and the related disclosures.

However, we have reviewed the circumstances and the audit evidence available for the Group's assets and liabilities as at 31 December 2023 and have not identified any issues which affect the balances as at 31 December 2024 or the profit and loss for the year then ended. We note that the above subsidiaries were dormant in the current year and did not have any significant assets or liabilities included within the Group's Statement of Financial Position as at 31 December 2023 or 2024.

Use of this report

Mohammed Haque (Senior Statutory Auditor)

For and on behalf of

MAH, Chartered Accountants,

Statutory Auditor

2nd Floor

154 Bishopsgate

London

EC2M 4LN

Date: 4 June 2025

Consolidated Statement of Comprehensive Income for the

Year Ended 31 December 2024

Other comprehensive income

Other comprehensive income to be reclassified to profit or loss in subsequent periods (net of tax)

The notes form an integral part of these financial statements

Consolidated Statement of Financial Position as at 31 December 2024

Approved by the Board on 4 June 2025 and signed on its behalf by:

.........................................

Stephen Birrell

Director

The notes form an integral part of these financial statements

Company Statement of Financial Position as at 31 December 2024

The Company has not presented its own profit and loss account. Its loss for the year was US $1,952,781 (2023: US $4,662,557).

Approved by the board on 4 June 2025 and signed on its behalf by:

.........................................

Stephen Birrell

Director

The notes form an integral part of these financial statements

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023

Company Statement of Changes in Equity for the Year Ended 31 December 2024

Company Statement of Changes in Equity for the Year Ended 31 December 2023

Share premium represents the amounts subscribed for share capital in excess of the nominal value of the shares issued, net of cost of issue. Capital contribution reserve represents a contribution to group made as part of the 2022 debt restructuring, through forgiveness of debt. Warrant reserve represents the cumulative fair value of share warrants granted which are not lapsed, cancelled or exercised. Share options reserve represents the cumulative fair value of share options granted. Foreign currency translation reserve arises on the retranslation of the prior period results and financial position of foreign operations into presentation currency. Retained earnings represents the cumulative net gains and losses recognised in the income statement. The notes form an integral part of these financial statements

Consolidated Statement of Cash Flows for the Year Ended 31 December 2024

The notes form an integral part of these financial statements

Company Statement of Cash Flows for the Year Ended 31 December 2024

The notes form an integral part of these financial statements

Nativo Resources PLC

Notes to the Financial Statements for the Year Ended 31 December 2024

These financial statements are for Nativo Resources PLC ("the Company") and subsidiary undertakings ("the Group"). The Company is a public company limited by share capital, incorporated and domiciled in England and Wales. The Company was incorporated under the Companies Act 2006. The nature of the Company's operations and its principal activities are set out in the Directors' Report.

The Company's functional current is the United States dollar (US $). Transactions arising in currencies other than the US $ are translated at average exchange rates for the relevant accounting period, with material transactions being accounted for at the rate of exchange on the date of the transaction.

The Group presents its financial information in US $. The results and position of subsidiary undertakings that have a different functional currency to US $ are treated as follows:

• Assets and liabilities for each financial reporting date presented are translated at the closing rate of that financial reporting period.
• Income and expenses for each income statement (including comparatives) is translated at exchange rates at the dates of transactions. For practical reasons, the Company applies straight average exchange rates for the period.
• All resulting changes are recognised as a separate component of equity.
• Equity items are translated at exchange rates at the date of transactions.

Statement of compliance

The group financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations adopted by the UK ("UK adopted IFRSs").

Summary of material accounting policies and key accounting estimates

Basis of preparation

The financial statements have been prepared in accordance with adopted IFRSs and under historical cost accounting rules.

Going concern

The Group incurred a loss of $2,247,205 during the year ended 31 December 2024 and, at that date, had the net current liabilities of $1,475,449 and net liabilities of $8,985,762. These conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern.

When assessing the foreseeable future, the Directors have looked at a period of 12 months from the date of approval of this report. The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic report and Directors' report. In addition, note 23 to the financial statements includes the Group's objectives, policies and processes for managing its capital, its financial risk management objectives and its exposures to credit risk and liquidity risk.

Consequently, the Directors think the going concern assumption continues to be appropriate although there remain material uncertainties as to:

• Successfully raising sufficient funds;
• Restructuring the €10m Eurobond within a suitable timescale;
• The Company's existing assets and projects becoming sufficiently cash-positive to fund the business going forward.

In the meantime, the Company's working capital position remains tight, and the Directors are carefully managing the Company's cashflows and creditors. The Company will need to raise further funds by the end of July in order to continue as a going concern. There can be no certainty at this stage as to the likelihood of success or the timing of these fundraising efforts.

The Directors prepare annual budgets and cash flow projections that extend beyond 12 months from the date of this report. These projections include the proceeds of future fundraising necessary within the next 12 months to meet the Company's and Group's overheads and planned discretionary project expenditures and to maintain the Company and Group as going concerns. Although the Company has been successful in raising finance in the past, there is no assurance that it will obtain adequate finance in the future. This represents a material uncertainty related to events or conditions which may cast significant doubt on the Group's and Company's ability to continue as going concerns and, therefore, that they may be unable to realise their assets and discharge their liabilities in the normal course of business. However, the Directors have a reasonable expectation that they will secure additional funding when required to continue meeting corporate overheads and exploration costs for the foreseeable future and therefore the Directors believe that the going concern basis is appropriate for the preparation of the financial statements.

After making enquiries, the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. They continue to adopt the going concern basis in preparing the annual report and financial statements, however as noted above a material uncertainty exists which may cast significant doubt on the Group's ability to continue operating as a going concern.

Basis of consolidation

The group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 December 2024.

A joint arrangement is one in which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Certain of the Group's licence interests are held jointly with others. Accordingly, when the Company holds a majority stake, the Group accounts for its share of assets, liabilities, income and expenditure of these joint operations, classified in the appropriate statement of financial position and income statement headings.

Where the Group's interest is in a minority, relinquishing control and having only a right to profits, with an indemnity against future costs, the Group account on an investment basis, only recognising income on receipt of, effectively, dividend income.

Changes in accounting policy

None of the standards, interpretations and amendments effective for the first time from 1 January 2024 have had a material effect on the financial statements.

None of the standards, interpretations and amendments which are effective for periods beginning after 1 January 2024 and which have not been adopted early, are expected to have a material effect on the financial statements.

Revenue recognition

Revenue comprises the invoice value of goods and services supplied by the Group, net of value added taxes and trade discounts. Revenue is recognised in the case of oil and gas sales when goods are delivered and title has passed to the customer. This generally occurs when the product is physically transferred into a pipeline or vessel. Nativo recognised revenue in accordance with IFRS 15. Our joint venture partner markets gas and crude oil on our behalf. Gas is transferred via a metred pipeline into the regional gas transportation system, which is part of national transportation system, control of the gas passes at the point at which the gas enters this network, this is the point at which gas revenue would be recognised. Gas prices vary from month to month based on seasonal demand from customer segments and, production in the market as a whole. Our partner agrees pricing with their portfolio of gas clients based on agreed pricing mechanisms in multiple contracts. Some pricing is regulated by government such as domestic supply. Oil shipments are priced in advance of a cargo and revenue is recognised at the point at which cargoes are loaded onto a shipping vessel at terminal.

Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from, or paid to, the tax authorities. The tax rates and the tax laws used to compute the amount are those that are enacted, or substantively enacted, by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the current year amounts of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit.

Deferred tax assets are recognised to the extent the temporary difference will reverse in the foreseeable future and it is probable that future taxable profit will be available against which the asset can be utilised.

Deferred tax is recognised for all deductible temporary differences arising from investments in subsidiaries, branches and associates, and interests in joint ventures, to the extent it is probable that the temporary difference will reverse in the foreseeable future.

Property, plant and equipment

Oil and gas properties are depleted on a unit of production basis commencing at the start of commercial production or depreciated on a straight-line basis over the relevant asset's estimated useful life. Expenditure is depreciated on a unit of production basis; the depletion charge is calculated according to the proportion that production bears to the recoverable reserves for each property. Depreciation will not be charged on an asset in the course of construction, depreciation commences when the asset is brought into use and will be depleted according to the proportion that production bears to the recoverable reserves for each property.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Property right of use asset

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right of use lease is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before commencement date plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted using the incremental borrowing rate of the individual company which is the lessee.

Other intangible assets - exploration and evaluation costs

Exploration and evaluation ("E&E") expenditure comprises costs which are directly attributable to researching and analysing exploration data. It also includes the costs incurred in acquiring mineral rights, the entry premiums paid to gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects. When it has been established that a mineral deposit has development potential, all costs (direct and applicable overhead) incurred in connection with the exploration and development of the mineral deposits are capitalised until either production commences or the project is not considered economically viable. In the event of production commencing, the capitalised costs are amortised over the expected life of the mineral reserves on a unit of production basis. Other pre-trading expenses are written off as incurred. Where a project is abandoned or is considered to be of no further interest, the related costs are written off.

Impairment of tangible and intangible assets excluding goodwill

At the date of each statement of financial position, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit ("CGU") to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell or value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a re-valued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the Group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in securities are classified on initial recognition as available-for-sale and are carried at fair value, except where their fair value cannot be measured reliably, in which case they are carried at cost, less any impairment.

Unrealised holding gains and losses other than impairments are recognised in other comprehensive income. On maturity or disposal, net gains and losses previously deferred in accumulated other comprehensive income are recognised in income

.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits.

Trade receivables

Trade receivables are amounts due from customers for goods or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

Trade payables

Borrowings

Conversion of foreign currency

Foreign currency transactions are translated at the average exchange rates over the year, material transactions are recorded at the exchange rate ruling on the date of the transaction. Assets and liabilities are translated at the rates prevailing at the balance sheet date. The Group has significant transactions and balances denominated in Euros and GBP. The year-end exchange rate to USD was US $1 to GBP £0.7990 and US $1 to €0.9335 (2023: US $1 to GBP £0.7855, US $1 to €0.9060) US $1 to ARS $1,144.52 (2023: US $1 to ARS $810.819) and the average exchange rate during 2023 was US $1 to GBP £0.7981 (2023: US $1 to GBP £0.8039).

In the Company financial statements, the income and expenses of foreign operations are translated at the exchange rates ruling at the dates of the transactions. The assets and liabilities of foreign operations, both monetary and non-monetary, are translated at exchange rates ruling at the balance sheet date. The reporting currency of the Company and group is United Stated Dollars (US $).

Share-based payments

The fair value of equity instruments granted to employees is charged to the income statement, with a corresponding increase in equity. The fair value of share options is measured at grant date, using the binomial option pricing model or Black-Scholes pricing model were considered more appropriate, and spread over the period during which the employee becomes unconditionally entitled to the award. The charge is adjusted to reflect the number of shares or options that vest.

The Group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

Financial liabilities and equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

Inventory

Nativo has chosen to value crude oil inventories, a commodity product, at net realisable value, the value is based on a discounted observable year-end market price. Other inventory items are valued at the lower of net realisable value and cost.

Share capital

Financial instruments

Equity instruments

• Where the instrument will or may be settled in the Group's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group's own equity instruments or is a derivative that will be settled by the Group exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the financial instrument is classified as a financial liability.

Use of estimates and judgements

The preparation of financial statements in conforming with adopted IFRSs requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities as at the balance sheet date and the reported amount of revenues and expenses during the period. Actual outcomes may differ from those estimates. The key sources of uncertainty in estimates that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities, within the next financial year, are the impairment of assets and the Group's going concern assessment.

Amounts capitalised to the consolidated statements of financial position

In accordance with the Group policy, expenditures are capitalised only where the Group holds a licence interest in an area. All expenditure relating to the Bolivian company has been expensed to the statement of comprehensive income, as the Group has not yet been assigned any licence interests in the country. The Group has capitalised its participation in the SCS assets.

Prior to the decision to dispose of the majority of its SCS interest, expenses incurred in the UK relating to SCS were capitalised. All such capitalised UK costs were then impaired to nil value following the disposal decision.

Valuation of assets

In line with the requirements of IFRS 5, management have considered impairment in the assets held for sale by comparing the expected fair value less costs to sell (which was agreed in {June 2023] and the carrying value of the disposal group. On the basis the fair value less costs to sell were in excess of the carrying value of the disposal group no impairments were considered necessary.

The parent company's investment in subsidiary has been written down to the fair value less costs to sell as the value achieved is indicative of the value at the balance sheet date and the majority of the activity of the subsidiaries is linked to the discontinued operations.

Management have previously impaired $506,818 of intangible assets which were costs associated with asset capitalised in the parent company. This intangible has not been disposed of but is linked to the activities of the discontinued operations and therefore have been fully impaired at 31 December 2023.

Functional currency

The groups principal activities are undertaken in the UK and Peru. Judgement is required to assess to the functional currency of the Group's components and subsidiaries. Consistent with previous years, management have determined that the functional currency is USD on the basis that revenues, a portion of the cost base and financing activities are denominated in USD.

Settlement of financial liabilities

As detailed in note 26, during the year the Company renegotiated and / or settled certain financial liabilities. These were on favourable terms to the Group. Judgement is required to assess whether the counterparties to the liabilities were acting in their capacity as shareholders to the Group. On the basis of the favourable terms management have determined they were acting in their capacity as shareholders and have accounted for the renegotiation or settlement accordingly as detailed in note 26.

Carrying value of investment subsidiaries

An impairment provision has been made on the carrying value of investment in subsidiaries, writing them down to the disposal value achieved on the sale of the underlying SCS interests in June 2023.

3 Segmental analysis

At the year end 31 December 2024, there are two business segments based on operations:

At the year end 31 December 2023, there is one business segment based on operations, due to the discontinued operations:

There is no difference in geographical information for both the year end 31 December 2023 and 2024 for continuing operations. The accounting policies of the reportable segments are the same as the Group's accounting policies.

Activity in Argentina, being the Santa Cruz Sur operations are set out within discontinued operations within note 11.

Disposal of SCS

On 30 June 2023, the Group disposed of SCS, which formed part of the Group operations. Cash flows and operations that relate to a major component of the business or geographical region that has been sold are shown separately from continuing operations.

Assets and businesses classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. No depreciation is charged on assets and businesses classified as held for sale.

Assets and businesses are classified as held for sale if their carrying amount will be recovered or settled principally through a sale transaction rather than through continuing use. This condition is regarded as being met only when the sale is highly probable and the assets or businesses are available for immediate sale in their present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Finance income or costs are included in discontinued operations only in respect of financial assets or liabilities classified as held for sale or derecognised on sale

The analysis of the Group's revenue for the year from continuing operations is as follows:

Revenue for 2024 all derives from Boku operations..

The analysis of the Group's other operating income for the year is as follows:

The aggregate payroll costs (including directors' remuneration) were as follows:

Remuneration of key personnel is set out in the table below:

In November 2022 the Company committed to selling virtually all of its interest in the Santa Cruz oil and gas operations in Argentina to its joint-venture partner Interoil. A term of the sale was for Nativo to relinquish any management and accounting in respect of the joint venture, instead receiving a profit share in proportion to the remaining 5% holding in the joint venture, effectively as investment income.

The sale was completed on 26 June 2023, satisfied by £825,000 in cash, shares to the value of £400,000 in Interoil and £75,000 investment in Nativo Resources PLC shares by Interoil. At 31 December 2022 the Argentinian operations were classified as a disposal group held for sale and as discontinued operations.

The results of the Argentinian operations for the period are presented below:

As described in both the strategic and governance reports, in particular in the Financial Review, Nativo has interests in gold mining and exploration projects in Peru. Through Boku, 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. Nativo has power and control over Boku and the right to receive variable returns and so they are treated as subsidiary and consolidated in 31 December 2024.

As set out in Note 11, in December 2022 the decision was made to divest of the Group's previous joint arrangements and concessions, following which, in June 2023 that interest was reduced to a 5% holding and the joint arrangement thereby has been treated in the accounts as discontinued operations.

Reconciliation of the tax expenses

UK corporation tax is calculated at 25% (2023:19%) of the estimated assessable loss for the year. The UK corporation tax rate was 19% until April 2023 when it increased to 25% for groups with taxable profits of over £250,000. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

The Group tax expense for the year can be reconciled to the loss per the income statement as follows:

The parent entity has tax losses available to be carried forward, and further tax losses are available in certain subsidiaries. With anticipated substantial lead times for the Group's projects, and the possibility that these may expire before their use, it is not considered appropriate to anticipate an asset value for them. The amount of tax losses carried forward for which a deferred tax asset has not been recognised is US $54million (2023: US $52million). The potential deferred tax asset is US $13.5million (2023: US $9.9million).

No amounts have been recognised within tax on the results of the equity-accounted joint ventures.

14 Loss per share

15 Loss of the parent company

The parent company is not required to produce its own profit and loss account (or IFRS equivalent) because of the exemption provision in Section 408 of the Companies Act 2006.

All intangible assets relate to gold mining activities within the Boku CGU. During the year the Group acquired the Ana Lucia Project, a group of mining concessions covering 2,100 hectares in central Peru's Ancash region.

Depreciation of $16,317 (2023: 27,972) and interest on lease liabilities of $5,493 (2023: $6,993) are recognised in the statement of comprehensive income.

The office lease was terminated in the year.

The registered address for all of the above subsidiaries in England & Wales is: 85 Great Portland Street, London, W1W 7LT.

Business combinations

During the year Nativo acquired a 50% interest in Boku Resources SAC via Echo Natural Resources Limited. The consideration is US $750,000 and payable in cash and there were no pre-acquisition reserves/transactions or any identifiable assets or liabilities or contingent liabilities at the acquisition date and there is no goodwill upon consolidation. See also Note 11 for further information.

The operating results, assets and liabilities of the acquired company have been consolidated from the acquisition date of 28 June 2024 and Boku Resources SAC's loss for the period from incorporation to 31 December 2024 was the same as its post-acquisition loss of $314,266.

Acquisition related costs of approximately $29,000 have been recognised within administrative expenses in the consolidated income statement.

During 2023, the Company received £400,000 worth of shares in Interoil exploration and Production ASA (a company listed on the Oslo stock exchange in Norway) as part of the agreements entered into by the Group to dispose of its SCS operations. The fair values of quoted equity securities are determined through Level 1 inputs from Quoted market Prices.

The Group's exposure to credit and market risks, including maturity analysis, relating to trade and other receivables is disclosed in note 23 "Financial Instruments and treasury risk management". The Directors consider that the carrying amount of trade and other receivables approximated to their fair value.

Fair value of financial assets and liabilities

The carrying values of financial assets and liabilities are considered to be materially equivalent to their fair values, with the expectation of the Eurobond loan which is calculated at present value as disclosed in note 25. The fair value is approximately $6.7m higher due to the impact of using a market rate interest.

Treasury risk management

The Group manages a variety of market risks, including the effects of changes in foreign exchange rates, liquidity and counterparty risk.

Credit risk

The Groups' principle financial assets are bank balances and cash and other receivables. The credit risk on liquid funds is limited because the counterparties are UK, Argentine and Bolivian banks with high credit ratings. The Group operates with positive cash and cash equivalents as a result of using share capital in anticipation of future funding requirements. The Group's policy is therefore one of achieving higher returns with minimal risks. In order to provide a degree of certainty, the Group looks, when appropriate, to invest in short-term fixed-interest treasury deposits giving a low risk profile to these assets.

Currency risk

The Group's operations are now primarily located in the United Kingdom and Peru, with the main exchange risk being between the US Dollar against Pound Sterling and Peruvian Sol for general operations and US Dollar and Euro for borrowings. Previously the Group was exposed to currency risk from its operations in Argentina, but these have now been discontinued.

At year end the Group held the following cash and cash equivalent balances:

The consolidated statement of comprehensive income would be affected by US $2,178 (2023: US $8,257) if the exchange rate between the US $ and GBP changed by 10%. There would be a loss of US $Nil (2023: US $Nil) if the exchange rate between the Argentine Peso and the US Dollar weakened by 10%.

The Group has exposure to the Euro, Nativo hold €6.3million (2023: €5.5million) bond notes, the Group held Euro-denominated funds at the beginning of the period to cover servicing of debt during the accounting year. The primary source of funds for the Group in the period was equity raised in GBP, these funds are predominately translated into USD to fund exploration, acquisition and production activity in Argentina. No hedging products were used during this accounting period, but management actively reviewed currency requirements to access the suitability of hedging products. The Groups consolidated statement of income would be affected by approximately US $426,002 (2023: US $605,385) by a reasonably possible 10 percentage points fluctuation in the exchange rate between US Dollars and Euros.

Currency risk (continued)

The Group used Blue-Chip Swaps during the previous year to repatriate funds from Argentina to the UK. A Blue-Chip Swap is when a domestic investor purchases a foreign asset and then transfers the purchased asset to an offshore entity. The Group's Argentine subsidiary purchased shares in highly stable and liquid companies that are traded on both domestic and offshore stock exchanges. These shares were held for a fixed period in accordance with Argentinian regulation. Following the end of the fixed period the shares were sold offshore and the resulting funds were then repatriated to the parent company. This type of transactions is therefore exposed to stock price volatility during the hold period and incurs transaction fees.

Interest rate risk

The Group holds debt instruments there were issued at a fixed rate. As party of the Group's policy to maximise returns on cash held, cash held is placed in interest-bearing accounts where possible. During the course of 2024, Nativo invested cash into operations and did not hold significant cash balances for prolonged periods of time. The consolidated statement of comprehensive income would be affected by US $Nil (2023: US $Nil) by a one percentage point change floating interest rate on a full-year basis.

Liquidity risk

The Group actively manages its working capital to ensure the Group has sufficient funds for operations and planned activated. Operation cash flow represents receipts from revenue, together with on-going direct operational support costs, exploration, appraisal, administration and business development costs. The Group manages its liquidity requirements by the use of both short-term and long-term cash flow forecasts. The Group's policy is to ensure facilities are available as required, to issue equity share capital and from strategic alliances in accordance with long-term cash flow forecasts. The Group has no undrawn committed facilities as at 31 December 2024.

The Group's financial liabilities are primarily obligations under joint operations, trade payables and operational costs. All amounts are due for payment in accordance with agreed settlement terms with suppliers or statutory deadlines and all within one year.

The Group hold Euro-denominated long-term debt, see note 25. Other than long-term debts, all financial liabilities are due for settlement within 12 months. The Group held cash balances of US $46,073 (2023: US $83,127).

The Group does not currently use derivatives financial instruments to hedge currency and commodity price risk as it not considered necessary. Should the Group identify a requirement for the future use of such financial instruments, a comprehensive set of policies and systems as approved by the Directors will be implemented.

Commodity Price Risk

The Group is no longer exposed to significant risks of fluctuations on prevailing commodity market prices due to the disposal of its Argentina operations.

Capital management

The Group's legacy strategy has led to its capital structure being a mixture of debt and equity. The Directors will reassess the future capital structure when new projects are sufficiently advances and restructure accordingly.

The Group's financial strategy is to utilise its resources to further appraise and test the Group's projects, forming strategic alliances for specific projects where appropriate together with assessing target acquisitions. The Group keeps investors and the market informed of progress with its projects through regular announcements and raises additional equity finance at appropriate times.

Categories of financial instruments

All of the Group's financial assets are carried at amortised cost apart from the listed equities held at fair value, as disclosed in note 20. The Group's financial liabilities are classified as financial liabilities at amortised cost.

Issued, Called Up and Fully Paid

61,714,545,020 0.31¢ (2024 6,285,526,975 0.31¢) ordinary shares.

The holders of the 0.31¢ (0.25p) ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the Company.

Shares were issued during the year as follows:

Share options

The Group has a share option scheme established to reward and incentivise the executive management team and staff for delivering share price growth. The share option scheme is administered by the remuneration committee. The expected life of the options is based on the expected time through to exercise and is not necessarily indicative of the exercise patterns.

Share options are valued using the stochastic Black-Scholes model. The inputs to the model are the market price at the date of grant, the exercise price set out in the option agreement, expected life, the risk-free rate of return and the expected volatility. A 10-year gift rate is used as an equivalent to risk-free rate and the expected volatility was determined with reference to the Company's share price.

The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The cost of options is amortised to the statement of comprehensive income over the service period of the option.

On 21 December 2023 the Company issued 238,468,698 options to Stephen Birrell over new Ordinary shares in the Company. The options have an exercise price of 0.0105 pence per new Ordinary share, being the price equal to the closing price per Ordinary share on 21 December 2023, and will vest on the third anniversary of the date of grant and will be exercisable anytime thereafter until expiry on the fifth anniversary of the date on which the Options were granted.

Details of the tranches of share options outstanding at the year-end are as follows:

*Weighted Average Exercise Price (WAEP)

The fair values on the grant date and each reporting date were determined using the Black-Scholes option pricing model. The following key assumptions were used in determining the derivative's fair value at the reporting date:

The weighted average outstanding life of vested share options is 2 year. The price for outstanding options ranges between 0.01¢ and 3¢ (0.013¢ and 3¢). The outstanding options are not subject to any share performance-related vesting conditions, but vesting is conditional upon continuity of service.

The Group recognised total expenses of US $3,022 (2023: US $31,735) related to equity-settled, share based payment transactions during the year.

A deferred taxation asset has not been recognised in relation to the charge for share-based payments due to availability of tax losses to be carried forward.

Warrants over ordinary shares

The Company issued warrants over ordinary shares to subscribers of new ordinary shares and as fundraising commission in respect of debt restructuring completed during the year to 31 December 2024.

Details of the tranches of warrants outstanding at the year-end are as follows:

*Weighted Average Exercise Price (WAEP)

Warrants values are calculated using the Black-Scholes option pricing model using the following inputs:

The exercise price for outstanding warrants as at 31 December 2024 ranges between 0.06¢ and 0.1¢ (0.32¢ and 0.83¢). The residual weighted average contractual life for warrants is less than 1 year.

Share premium account

Euro-bond renegotiation

On 2 December 2022, a partial (50%) settlement of the principal and accrued interest was agreed on the existing Euro-secured denominated bonds, $11.3m of the debt being settled by the issue of 2,436,938 ordinary shares. On the basis the settlement of the loan was on favourable terms to the Group, management considered the counterparty was acting in their capacity as shareholders of the Group and therefore the criteria in IFRIC 19 - Extinguishment

of financial liabilities with Equity Instruments did not apply. Therefore the value of the shares issued has been deemed to be the same as the carrying value of the loan.

In addition and at the same time, the repayment date for the remaining bonds was moved back from 2024 until 2032 and the interest rate reduced from 8% to 2%. This is a substantial modification to the loan terms, management calculated the present value of the new loan and compared to the carrying value. The difference has been recorded as a capital contribution to the group of $7.2m. The Euro-bond balance at 31 December 2023 has been restated from $6,053,854 to $7,329,620 and the difference relates to a prior year adjustment for finance costs.

Other loans issue of equity

On 8 February 2024, the convertible loan facility with Almace was cancelled. The debt of $82,613 was settled by the issue of 1,444,444,444 ordinary shares.

Maturity analysis

Contractual undiscounted cashflows:

Inter-Group balances

In order for individual subsidiary companies to carry out the objectives of the Group, amounts are loaned to them on an unsecured basis. At the year-end the following amounts were outstanding:

At the year end the Group owed $nil (2023: $68,222) to Ossian Energy Ltd, a company controlled by Director Stephen Birrell, for professional fees invoiced prior to his appointment as a Director.

The Directors' emoluments, shareholding and options are disclosed in the Directors' Remuneration Report and the Directors' Report. As at the year end the Company owed the Directors $294,497 in respect of accrued and deferred salaries.

The Directors do not consider there to be a controlling party.

Nativo had no committed expenditure at the end of 31 December 2024.

Post balance sheet events (continued)

Debt restructuring

In January 2025 the Group entered into an agreement with Spartan Fund Limited (SAC) (the "Lenders") to cancel the Company's £1.0 million loan facility (the "Spartan Loan") with the Lenders.

The outstanding capital on the Spartan Loan will be rolled into a new convertible loan note ("CLN"). The details of the CLN are as follows:

• Principal amount: £605,250
• Maturity: January 2028
• Coupon: Until converted fully, the Spartan Loan has a coupon of 5% with interest payable in cash, quarterly in arrears
• Conversion terms: Lender may elect to convert all or part of the principal at any time into Ordinary Shares in the Company at the conversion price which will be set at a premium of 20% over the average share price of the last five trading days prior to the date of the election to convert

Interest accrued on the Spartan Loan up until 31 December 2024, being £305,944, will be converted into Ordinary Shares in the Company ("Shares") at a conversion price of 0.0024p, which represents a premium of 20% to the volume weighted average mid-price of the five trading days to 16 January 2025. Accordingly, 12,747,666,666 Shares will be issued to the Lenders, representing 13.20% of the enlarged issued share capital of the Company.

Share Consolidation

In February 2025 the Company reduced 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.

To effect the Consolidation, 104 additional ordinary shares of 0.0001p each ("Additional Shares") have been allotted to an adviser of the Company so that the aggregate nominal value of the ordinary share capital of the Company before the Consolidation is exactly divisible by 1,500.

As a result, the Company's existing issued share capital of 74,935,895,896 ordinary shares of 0.0001p together with the Additional Shares was consolidated into 49,957,264 ordinary shares of 0.15p, each with one voting right.

Option agreement

In March 2025 the Group signed of an option agreement (the "Agreement"), via the Company's 50%-owned Peruvian joint venture Boku, pursuant to which Boku will evaluate the opportunity to recover and sell gold and silver from the Toma La Mano tailings dump and redeposit the tailings in line with legislation.

Toma La Mano is in the Ancash region of central Peru, 42 km north of the city of Huaraz, and is 100% owned by a private Peruvian company, Corporación Minera Toma la Mano S.A. (the "Owners"). The Owners operate a polymetallic tolling plant on the site, extracting lead, zinc, copper, and silver from third party ore.

The Agreement allows Boku, for a period of up to three years, to analyse the deposit and undertake a resource estimate and feasibility study, which will include detailed metallurgical analysis to report on recovery rates and process optimisation. During the three-year period, Boku shall have the option to make a Final Investment Decision ("FID") and establish a processing plant to clean the tailings and recover and sell the precious metals in return for a rental fee of US$3 per tonne of tailings processed and an initial royalty fee of 6.5% on revenues, which will increase to 7% once Boku recovers 30% of its expenditure. Boku will not have any ownership interest in the asset.

Morrocota Gold Mine Acquisition

In April 2025 the Group entered into the agreement to acquire 100% of the Morrocota Gold Mine and production through the acquisition of the entire share capital of Dydima E.I.R.L. ("Dydima") (the "Acquisition"), the Peruvian licence-holding entity of Morrocota, from its owners Mr Emilio Jimenez Velarde and Mr Ignacio Jimenz Velarde (the "Vendors").

The consideration for the Acquisition of approximately US$147,000 will be satisfied through the issue to the Vendors of 15,363,712 new ordinary shares in the Company (the "Consideration Shares") at a price of 0.7475p (the "Issue Price"), being a 15% premium to the closing share price on 9 April 2025, the latest business day before the Acquisition.

The Vendors will also be issued with one warrant to subscribe for one new Ordinary Share for every two Consideration Shares to be issued (the "Warrants"). The Warrants will be exercisable for up to two years from the date of issue with an exercise price of 0.93p, a premium of approximately 25% to the Issue Price.

Additionally, the Vendors have unconditionally agreed to invest further in the Company by way of an immediate cash subscription for approximately £10,000, representing 1,337,792 new ordinary Shares at the Issue Price (the "Subscription Shares").

Convertible Loan Note Issue

In May 2025 the Company entered into an agreement with an investor (the "Noteholder") concerning the creation of 315,000 £1.00 interest-free convertible loan notes (the "Notes") to raise net proceeds of £300,000. The net proceeds from the Notes will be applied towards the advancement of the Company's precious metals mining projects in Peru and general working capital.

The Noteholder may from time to time, by written notice to the Company (a "Conversion Notice"), require the conversion of all or any of the Notes then outstanding into Ordinary Shares. The resulting number of Ordinary Shares to be issued to the Noteholder shall be calculated at a price per Ordinary Shares (the "VWAP Conversion Price") equal to 71% of the lowest closing volume-weighted average price of an Ordinary Share over the five trading days ending on the day prior to the date of service of the Conversion Notice.

The Noteholder shall not submit a Conversion Notice to the extent that, from time to time, the issue of the resulting Ordinary Shares to the Noteholder would result in the Noteholder (and any persons treated, under the City Code, as acting in concert with the Noteholder) being interested in, in aggregate, more than 29.9% of the total voting rights attaching to shares in the capital of the Company.

The Company may at any time on five Business Days' prior written notice to the Noteholder ("Redemption Notice") redeem all (but not part) of the Notes then outstanding by paying to the Noteholder in cash an amount equal to 125% of the principal amount of the Notes then outstanding.

On the date falling twelve months from the issue of the Notes, the principal amount of the Notes then outstanding shall be automatically converted in full into Ordinary Shares without the need to serve a Conversion Notice, save that, to the extent any such conversion would otherwise result in the Noteholder (and any persons treated, under the City Code, as acting in concert with the Noteholder) being interested in, in aggregate, more than 29.9% of the total voting rights attaching to shares in the capital of the Company, the number of Notes so converting shall be reduced accordingly and any remaining balance of the Notes shall be redeemed in cash. The resulting number of Ordinary Shares to be issued to the Noteholder shall be calculated using the VWAP Conversion Price.