Nativo Resources Secures £640,000 via Share Placing and Subscription to Boost Gold Projects in Peru

Details on Fundraising Structure and Pricing

Nativo Resources completed a combined placing and subscription raising £640,000 gross, facilitated by Hybridan LLP. The placing involved 210 million new ordinary shares of 0.15 pence par value, while the subscription included 110 million shares of the same par value. Both were priced identically at 0.2 pence per share, generating the total proceeds. This price represented a 4.8% discount to the mid-market closing price on 27 July 2026, the last practicable date before the announcement.

Alongside the main placing and subscription, a retail offer targeting existing UK shareholders is being conducted separately via BookBuild to raise up to an additional £60,000 at the same 0.2 pence price. The company and Hybridan may increase this retail offer depending on demand. This offer is exclusive to UK retail investors, allowing them to participate alongside institutional investors. The placing is not conditional on any minimum retail offer amount, ensuring certainty for institutional participants. Admission of all new shares to AIM is expected on or around 3 August 2026 at 8 a.m.

Warrant Terms for Fundraising Participants

Participants in the fundraising, including retail investors, will receive one warrant in CREST for every two shares subscribed at the issue price. Warrants carry an exercise price of 0.28 pence, a 40% premium over the 0.2 pence share price, and will be exercisable for 2.5 years from grant. Warrants are expected to be issued by 30 September 2026 in CREST only, are transferable, and no fractional warrants will be issued.

Warrants will not be listed on AIM or other exchanges, limiting liquidity to secondary CREST trading. Their terms depend on the admission of the fundraising shares. Exercising a warrant results in issuance of a new ordinary share in CREST. Directors who subscribed separately will not receive warrants for their shares, differentiating their participation from external investors.

Allocation of Net Proceeds to Core Gold Operations in Peru

Net proceeds will fund working capital to advance Nativo’s three core gold activities: primary gold mining, gold ore processing, and tailings gold recovery. Capital will support commissioning of the Gold Ore Processing Plant ("the Plant") and enable delivery of targeted catalysts in H2 2026. This includes advancing plant construction, procurement, and EPC contractor engagement, aiming for commissioning in the second half of 2026.

Funds will also support development of the Tesoro Gold Concession as outlined on 29 June 2026, initiate mineral resource estimation and feasibility studies on the 1.8 million tonne Toma La Mano tailings deposit, and progress due diligence on additional gold mines and processing plants identified through the Kuboc Joint Venture announced on 21 May 2026. Additional capital will cover working capital and general corporate expenses including legal, listing, and regulatory costs.

Key Catalysts Planned for Second Half of 2026

Nativo has identified five major catalysts for H2 2026 to drive shareholder value. First, project-level plant financing combining project finance, royalty or streaming arrangements, and equity components will be announced to reduce dilution and de-risk capital expenditure for full commissioning.

Second, a formal off-take agreement with a major commodities group for gold doré production will provide revenue certainty ahead of commissioning. Third, a new tailings cleaning project with a prominent Peruvian mine and plant operator will expand the company’s scalable pipeline. Fourth, Nativo will enter a new gold mine and plant project as its initial 'production enhancement' engagement on an existing operation. Fifth, underground development will advance at the Tesoro Gold Concession, focusing on Tesoro_1—the highest-grade vein in the May 2026 JORC Exploration Target with grades up to 11.85 g/t and estimated resources of 28,177 ounces of gold. Shaft positioning is now targeted at Tesoro and Tesoro_1 vein systems.

Director Participation via Separate Subscription

Two directors participated via a separate subscription: CEO Stephen Birrell subscribed for 6,625,000 shares at 0.2 pence, equating to £13,250, and Executive Chairman Christian Yates subscribed for the same number and amount. These subscriptions settled outstanding amounts owed to the directors. Post-issue, Birrell holds 18,701,996 shares (1.41% of enlarged capital), and Yates holds 14,461,577 shares (1.09%).

The subscriptions were treated as related party transactions under AIM Rule 13. Independent director Andrew Donovan, consulting Zeus Capital, deemed the directors’ participation fair and reasonable to shareholders. No warrants will be issued to directors for these shares, distinguishing their involvement from external investors.

Management’s Strategic Outlook and Market Valuation

CEO Stephen Birrell commented that the board believes the current market capitalization undervalues Nativo’s diversified gold platform. He expressed confidence that plant financing completion and first gold production could trigger a share price re-rating. Birrell noted strong support for the fundraising from existing shareholders and new institutional investors.

He added that proceeds will carry the company through to project financing for the plant, with a clear near-term production strategy including an off-take proposal under review. The company targets first gold production in Q4 2026, subject to financing and construction completion. The fundraising enables simultaneous progress on core projects and delivery of key milestones within 2026, reflecting management’s confidence in near-term execution.

Admission Timeline and Shareholder Rights on AIM

Application has been made to the London Stock Exchange for admission of new shares issued under the fundraising and director subscription to AIM. Admission and trading commencement are expected at 8 a.m. on or around 3 August 2026. New shares will rank pari passu with existing shares, including full rights to dividends and distributions declared after admission.

The swift admission timeline—approximately one week post-announcement on 28 July 2026—reflects the streamlined placing and subscription process, which did not require shareholder approval at a general meeting. Pari passu ranking ensures new shareholders have equivalent economic and voting rights, aside from dilution from the enlarged share capital. The announcement did not disclose costs or net proceeds after fees.

Regulatory Notices and Restricted Jurisdictions

The announcement includes regulatory disclaimers restricting release, publication, or distribution in the US, Australia, New Zealand, Canada, South Africa, Japan, and EEA member states. The retail offer targets UK retail investors under Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. The announcement is informational only and not an offer or invitation to sell securities.

Retail offer shares are not registered under the US Securities Act 1933 or state laws and cannot be offered or sold in the US. They are offered offshore to non-US persons under Regulation S. Nativo is not registered under the US Investment Company Act 1940. Hybridan LLP, authorised and regulated by the FCA, acts solely as broker and bookrunner for the fundraising.

Company Overview and Integrated Gold Strategy in Peru

Nativo Resources Plc aims to become a vertically integrated gold mining and processing company in Peru, focusing on primary gold mining, ore processing, and tailings recovery. The company has acquired or optioned several projects and identified expansion opportunities through the Kuboc Joint Venture announced in May 2026. Near-term goals include establishing gold production and developing the La Patona Gold Ore Processing Plant to process both company and third-party material, creating multiple revenue streams.

This integrated model captures value across mining, processing, and tailings recovery, differentiating Nativo from single-asset gold companies and diversifying revenue. Combining primary mining at Tesoro Gold Concession with third-party processing and tailings operations positions the company for multiple cash flow sources. Operating in Peru, a major gold-producing country with strong infrastructure and geology, provides a focused investment thesis. The company remains committed to these three core activities as central to its growth strategy.