Issue of Equity & Related Party Transaction

Nativo Resources Plc (LON:NTVO), a gold-focused mining company with interests in Peru, announces it has issued shares to certain creditors in lieu of cash payments thereby reducing the Company's cash liabilities. Accordingly, 4,090,909 new ordinary shares of 0.15 pence each ("Ordinary Shares") have been issued in lieu of cash for services provided at a price of 0.44 pence per new Ordinary Share, being the closing market price of the Company's shares on 23 October 2025 (the "Creditor Shares").

Additionally, Stephen Birrell and Christian Yates (both directors of the Company) have elected to subscribe for Ordinary Shares in lieu of salary which has been accrued but which they have not yet taken ("Director Salary Shares"). The Director Salary Shares will be issued at 0.475 pence per new Ordinary Share, representing an 8% premium to the closing market price of the Company's shares on 23 October 2025.

Accordingly, Mr Birrell will subscribe for 6,340,229 Ordinary Shares in lieu of £30,116 of net salary owing, and Mr Yates will subscribe for 3,209,864 Ordinary Shares in lieu of £15,247 of net salary owing.

The issue of shares have been treated as related party transactions under AIM Rule 13. As recipients of shares, Mr Birrell and Mr Yates are not independent and have not taken part in the Board's consideration of the issue. Andrew Donovan is the independent director for this purpose. The independent director considers, having consulted with Zeus Capital, the Company's nominated adviser, that the terms of the issue of shares to Mr Birrell and Mr Yates are fair and reasonable insofar as the Company's shareholders are concerned.

Application will be made to the London Stock Exchange for the 13,641,002 new Ordinary 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 29 October 2025.

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 464,460,619 with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital pursuant to (i) the Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the London Stock Exchange plc as amended from time to time.

X: https://x.com/nativoresources