Retail Offer

Nativo Resources PLC (LON: NTVO), the precious metals company with gold mining and processing interests in Peru, announces a retail offer via BookBuild ("Retail Offer") of new ordinary shares of 0.15 pence each ("Ordinary Shares") in the capital of the Company ("Retail Offer Shares") at an issue price of 0.2 pence per Retail Offer Share ("Issue Price") to raise gross proceeds of up to £60,000.

In addition to the Retail Offer, the Company is also conducting a placing of and subscription for new Ordinary Shares (together with the Retail Offer Shares, the "Fundraising Shares") at the Issue Price to raise gross proceeds of £640,000 ("Placing and Subscription" and together with the Retail Offer, the "Fundraising"). A separate announcement has been made at 7 a.m. today regarding the Placing and Subscription and their terms ("Placing and Subscription Announcement"). For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscription.

Certain Directors of the Company are participating by way of separate subscription of new Ordinary Shares at the Issue Price in satisfaction of certain outstanding sums owing to them as set out in the Placing and Subscription Announcement ("Director Subscription").

The Issue Price represents a discount of approximately 4.8% to the mid-market closing price of an Ordinary Share on 27 July 2026 (being the latest practicable date prior to this announcement).

Participants in the Fundraising will be issued one warrant for every two new Fundraising Shares subscribed ("Warrants") in CREST only, with an exercise price of 0.28 pence per Warrant, being a 40% premium to the Issue Price, exercisable for a period of 2.5 years following the date of grant. Warrants will be issued by the 30 September 2026 in CREST only and will be transferable. No fractions of Warrants will be issued. The Warrants will not be listed on AIM or any other exchange. The Warrants are conditional on Admission (as defined below) only. On exercise of a Warrant, a new Ordinary Share will only be issued in CREST. Warrants will not be issued to Directors in relation to the Director Subscription.

The Retail Offer is conditional on the Retail Offer Shares to be issued pursuant to the Retail Offer being admitted to trading on the AIM market operated by the London Stock Exchange ("Admission"). Admission of the Retail Offer Shares pursuant to the Retail Offer is expected to take place at 8 a.m. on 3 August 2026. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing and Subscription.

Net proceeds from the Retail Offer will be used for the same purposes as funds raised from the Placing and Subscription as set out in the Placing and Subscription Announcement.

Subject to demand, the Company and Hybridan may decide to increase the size of the Retail Offer.

Expected Timetable in relation to the Retail Offer

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since a reverse takeover in May 2017. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website:

Hybridan will be acting as retail offer coordinator in relation to this Retail Offer ("Retail Offer Coordinator").

The Retail Offer will be open to eligible investors in the United Kingdom at 07:05 on 28 July 2026. The Retail Offer is expected to close at 16:30 on 30 July 2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

There is a minimum subscription of £250.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the Intermediaries which will be listed, subject to certain access restrictions, on the following website:

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook ("UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels ("Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II ("EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.