Notice of GM

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

10 September 2025

Nativo Resources Plc

("Nativo" or the "Company")

Notice of General Meeting

Nativo Resources Plc (LON:NTVO), a gold-focused mining company with interests in Peru, announces it will today publish a notice convening a General Meeting (the "GM") to be held on 26 September 2025 at 12:00 p.m. at the offices of Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE. A copy of the notice of GM will be sent to shareholders later today and also be made available on the Company's website at https://www.nativoresources.com.

Background

Following the General Meeting on 5 September 2025, where authority to allot shares up to approximately £970,000 nominal value was granted, the Board is now again requesting the authority to issue shares up to the same amount on a non-pre-emptive basis (the "Resolution"). Although the recent vote on this matter at the General Meeting on 5 September 2025 did not meet the 75 per cent threshold required, this authority remains crucial for securing the capital needed to maintain business continuity. Therefore, the Board seeks to disapply pre-emption rights on this amount for two specific purposes:

· For authorities up to an aggregate nominal amount of approximately £970,000 to enable the Company to take advantage of specific opportunities to raise additional finance quickly if required, and without the time, cost and expense of the Company having to publish a circular to shareholders; and

· For authorities in connection with the exercise of warrants issued to Eurobond Noteholders that voted in favour of the restructuring proposals on 30 July 2025, and to creditors that arranged the Eurobond restructure and establishment of the Company's digital asset infrastructure and wallet system.

The Company has sufficient working capital to complete limited aspects of the technical programme for Bonanza and Morrocota announced on 13 August 2025 but will require further funding by the end of October to complete the programme, including sub-surface works to identify ore shoots, as well as for working capital purposes.

Christian Yates, Executive Chairman of Nativo, commented:

"The Resolution being reproposed to shareholders is critical to Nativo's future growth. The restructuring of legacy debt has improved our balance sheet. As announced on 20 May 2025, the Company committed to issuing warrants to Noteholders as an incentive to vote in favour of those debt restructuring proposals. Without that restructuring, the Company would have been constrained by unsustainable interest payments, and it would be more difficult to attract the substantive equity investment that is needed to advance our gold mining and tailings projects in Peru. 

Now, with a stronger balance sheet, in addition to allowing the Company to make good on its commitment to issue warrants to the supportive Noteholders, shareholder approval of this Resolution will provide Nativo the ability to move expeditiously to secure institutional investment, accelerate small-scale gold production, and pursue a complementary digital asset strategy.

Initial fieldwork commenced at the Bonanza and Morrocota mines last week. Further sub-surface works to identify ore shoots for initial targeting, expected to take four weeks, cannot proceed until adequate funding is secured. Once completed, and subject to funding, it is anticipated that mining can start in November. 

Funding will also enable the Company to finalise the design of the processing plant for which Nativo has secured a site proximal to the Tesoro Gold Concession and commence the construction tender process.

Funding is further required to commission detailed analysis of the secured tailings deposit at Toma La Mano, required prior to a final investment decision.

Accordingly, the Board urges shareholders to vote in favour of the Resolution. By doing so, shareholders will enable Nativo to secure a level of funding that is necessary to move swiftly toward production and cash flow and build value from these now 100%-owned projects."

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About Nativo Resources Plc

Nativo has interests in gold projects in Peru. The Company's strategy is based on three core activities: primary gold mining, gold ore processing, and the recovery of gold from tailings. The Company has already acquired or optioned several projects for development and has identified additional opportunities for expansion. Nativo's nearest-term objective is to scale operations on the Tesoro Gold Concession, focusing on the Bonanza and Morrocota mines. Nativo intends to allocate portions of free cash flow from mining and processing activities and future fundraises to Bitcoin purchases, and to hold Bitcoin as a long-term treasury reserve asset.

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