Issue of Share Options & Warrants.

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.

16 June 2025

Nativo Resources Plc

("Nativo" or the "Company")

Issue of Share Options & Warrants

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Nativo Resources plc (LON:NTVO), which has interests in gold mines in Peru, announces the issue of 5,544,118 share options (the "Options") and 1,230,120 warrants (the "Warrants") to the executive directors as set out below. The Options and Warrants are issued to the executive directors as part of their remuneration package, in efforts to conserve cash; and to further align the long-term interests of the Executive with shareholders.

Schedule of Directors Options

^*Being the closing price of the Company's Ordinary Shares on 13 June 2025

The options awarded form part of the Directors' remuneration package for performance during the year ended 31 December 2024, and are to be awarded under the Company's EMI Share Option Scheme. 

Schedule of Director Warrants

*The exercise price of the warrants is £0.00432, being a ten per cent discount on the Company's closing share price of 13 June 2025.

Authority to allot shares pursuant to warrants granted to Directors for unpaid salary or fees owing to them, or to incentivise share ownership, was granted by shareholders at the General Meeting on 16 May 2025.  The Warrants are issued to the Directors in part payment towards remuneration fees owing to them and also to incentivise share ownership.

Related Party Transaction

The issue of Options and Warrants to Mr Birrell and Mr Yates have been treated as related party transactions under AIM Rule 13. As recipients of Options and Warrants, Mr Birrell and Mr Yates are not independent and have not taken part in the Board's consideration of the issue. Andrew Donovan is the independent director for this purpose. The independent director considers, having consulted with Zeus Capital, the Company's nominated adviser, that the terms of the issue of Options and Warrants to Mr Birrell and Mr Yates are fair and reasonable insofar as the Company's shareholders are concerned.

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About Nativo Resources plc

Nativo has interests in gold mining and exploration projects in Peru. Through a 50:50 joint venture established in July 2024 with an experienced local partner ("Boku"), Nativo secured an opportunity to scale operations at the Tesoro Gold Concession, owning 50% of the production and resources. Production and sales of ore to a local gold ore processing plant began in late December 2024. Longer-term, the Company plans to establish its own gold ore processing plant to retain a higher margin from production at its mines. In March 2025, Boku also secured an option agreement to evaluate the opportunity to recover and sell gold and silver from the Toma La Mano tailings dump in the Ancash region and redeposit the tailings in line with legislation. The Company is investigating other similar regional tailings opportunities. In April 2025, Nativo acquired directly a 100% interest in the Morrocota Gold Mine, proximal to the Tesoro Gold Concession.

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Appendix - Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.