Result of Noteholder Meeting

(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.

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.

X: https://x.com/nativoresources