Nativo Resources Launches Retail Share Offer at 0.2 Pence to Raise £60,000

Nativo Resources’ Integrated Gold Mining and Processing Strategy in Peru

Nativo Resources Plc is establishing itself as a vertically integrated gold mining and processing enterprise with operations and development projects centred in Peru. Its strategy involves three main activities: primary gold mining, gold ore processing, and gold recovery from tailings. This diversified approach enables the company to add value at multiple stages of the gold production chain, from extraction to refining and recovery of residual materials. Nativo has acquired or optioned several projects for development and identified further expansion opportunities within its operational area.

The company’s immediate focus is on initiating gold production and developing the La Patona Gold Ore Processing Plant, designed to process both its own and third-party ore. This facility is a key revenue-generating asset in the company’s development pipeline. Nativo Resources has been listed on AIM (the London Stock Exchange’s Alternative Investment Market) under the ticker NTVO since its reverse takeover in May 2017 and values the support of its retail shareholder base alongside institutional investors.

Retail Offer Details and Pricing Structure

The retail offer provides existing UK shareholders the chance to participate in equity financing at a fixed price. Nativo Resources is issuing new ordinary shares with a nominal value of 0.15 pence at an issue price of 0.2 pence per share. This price represents a discount of approximately 4.8% to the mid-market closing price on 27 July 2026, the last practicable date before the announcement. This offers shareholders a modest equity discount relative to the market valuation at the time.

The retail offer aims to raise gross proceeds up to £60,000, with a minimum subscription of £250 per investor. There is no maximum application limit, and the company reserves the right to scale back or reject applications without explanation. Shares issued will be fully paid and rank equally with existing ordinary shares, including entitlement to dividends declared after issue. Applications made and accepted via intermediaries cannot be withdrawn.

Warrant Incentives and Terms for Investors

Investors in the retail offer and the concurrent placing and subscription will receive warrants as part of their investment. One warrant will be issued for every two shares subscribed. These warrants have an exercise price of 0.28 pence each, representing a 40% premium over the retail offer price of 0.2 pence. Warrants will be exercisable for 2.5 years from the grant date, allowing holders ample time to convert into ordinary shares.

Warrants will be issued electronically via CREST by 30 September 2026. They are transferable but will not be listed on AIM or other exchanges, restricting trading to peer-to-peer transfers within CREST. No fractional warrants will be issued, and warrant issuance depends on admission of the ordinary shares to AIM. Directors subscribing separately will not receive warrants.

Offer Timetable and AIM Admission

The retail offer opened on 28 July 2026 at 07:05 London time and will close on 30 July 2026 at 16:30 London time, offering a three-day window for UK shareholders to participate. Intermediaries may set earlier closing times, and the offer may close early if oversubscribed. Results are expected on 31 July 2026 at 07:00, with admission and trading of retail offer shares commencing on 3 August 2026.

Shares will be admitted to trading on AIM, the London Stock Exchange’s market for smaller companies. Any changes to the timetable will be communicated via Regulatory Information Service in line with FCA rules. The company’s ordinary shares trade under ticker NTVO, ISIN GB00BRYPS729, and SEDOL BRYPS72. Completion of the retail offer depends on the concurrent placing and subscription.

Eligibility and Participation via BookBuild Platform

To participate, applicants must be customers of participating intermediaries listed on the BookBuild platform at https://www.bookbuild.live/deals/E1RKR7/authorised-intermediaries, be UK residents, and be existing Nativo Resources shareholders. Eligible participants include individuals aged 18 or over, companies, partnerships, trusts, and other entities holding shares directly or indirectly through intermediaries. Holders of CFDs, spreadbets, or similar derivatives are excluded.

Hybridan LLP acts as the retail offer coordinator. Interested retail shareholders should contact their brokers or wealth managers to access the offer. Intermediaries must onboard onto the BookBuild platform and agree to the offer’s terms and conditions, including commission arrangements. Investors should confirm any fees or commissions with their intermediaries.

Regulatory Compliance and Jurisdictional Limitations

The retail offer is conducted under UK regulatory exemptions from public offer prohibitions outlined in the Public Offers and Admissions to Trading Regulations 2024. No prospectus or approval document has been or will be submitted to the FCA or other authorities. Investment decisions are based solely on the announcement and prior company disclosures made through Regulatory Information Service notifications in compliance with FCA rules and UK law.

The offer is restricted to the UK and excludes US persons as defined under Regulation S of the US Securities Act 1933. Distribution or publication of the announcement is prohibited in the US, Australia, Canada, South Africa, Japan, and EEA member states. The shares are not registered under US securities laws and cannot be offered or sold in the US or to US persons. The company is not registered under the US Investment Company Act of 1940.

Use of Funds and Combined Fundraising Overview

Proceeds from the retail offer will be used alongside funds from the concurrent placing and subscription, which targets £640,000 gross at the same 0.2 pence per share price. The company has not detailed specific capital allocation for retail offer proceeds but has provided full details in the placing and subscription announcement dated 28 July 2026. Combined, the fundraising efforts could raise up to £700,000 subject to demand.

The company may increase the retail offer size if demand exceeds expectations, in consultation with Hybridan. Certain directors are participating via a separate subscription to settle outstanding amounts, though they will not receive warrants.

Investment Risks and Important Considerations

The company highlights that investing in Nativo Resources carries risks, and investors should seek independent advice if uncertain. Share values and income can fluctuate, potentially resulting in losses. Past performance is not indicative of future results, and currency fluctuations may affect returns.

Forward-looking statements in the announcement involve assumptions and uncertainties that may cause actual outcomes to differ materially. Nativo disclaims any obligation to update these statements unless required by law or regulatory bodies. Investors should also consider country-specific risks related to Peru’s regulatory, political, currency, and operational environment.

Governance, Intermediary Roles, and Product Governance Compliance

Hybridan LLP, authorised and regulated by the FCA, acts solely for Nativo Resources in connection with the retail offer and will not provide advice to others. Financial intermediaries are responsible for conducting target market assessments and ensuring appropriate distribution in line with regulatory obligations.

Nativo has completed product approval under the UK FCA’s Product Intervention and Product Governance Sourcebook and determined the retail offer shares are suitable for retail investors, professional clients, and eligible counterparties. The shares are eligible for distribution through all permitted channels. This target market assessment is not a suitability or appropriateness recommendation. A parallel assessment under EU MiFID II regulations reached similar conclusions.