Retail Offer Close

Nativo Resources PLC (LON: NTVO), the precious metals company with gold mining and processing interests in Peru, announces the results of the Retail Offer announced on 28 July 2026.

The Retail Offer closed at 16:30 yesterday, 30 July 2026, and the Directors announce that the Retail Offer has raised £43,375 (before expenses) through the issuance of 21,687,500 Retail Offer Shares at the Issue Price. This brings the total gross proceeds raised pursuant to the Fundraising announced on 28 July 2026 to £0.683 million.

Net proceeds from the Fundraising will be allocated to working capital to progress the Company's three core gold activities - primary gold mining, gold ore processing and tailings opportunities. Proceeds will go towards progressing the commissioning phase of the Plant and positioning the Company to deliver a targeted sequence of catalysts in H2 2026, including project-level Plant financing, a Plant off-take agreement, a new tailings project and further underground development at the Tesoro Gold Concession.

As announced, participants in the Fundraising will be issued one warrant for every two new Fundraising Shares subscribed 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 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.

Application will be made to the London Stock Exchange for the Fundraising Shares and the new Ordinary Shares issued pursuant to the Director Subscription ("Director Subscription Shares"), totalling 354,937,500 new Ordinary Shares, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Fundraising Shares and Director Subscription Shares will commence, at 8 a.m. on or around 3 August 2026. The Fundraising Shares and Director Subscription Shares will, on Admission, rank pari passu in all respects with the existing Ordinary Shares in issue and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission.

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the issue of the above shares, its issued Ordinary Share capital will comprise 1,358,618,475 Ordinary Shares. All the Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in Treasury. The total number of voting rights in the Company will therefore be 1,358,618,475. The above figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interests in, or a change to their interest in, the Company.

Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the announcement made by the Company at 07:01 on 28 July 2026 titled "Retail Offer").

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.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor was responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.

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.