Replacement: Placing and Broker Option

Nativo Resources Plc

10 October 2024

 

The following amendments have been made to the 'Placing and Broker Option' announcement released on 10 October 2024 at 7.00 a.m. under RNS number 6198H.

The Placing comprises a total of 16,480,000,000 new ordinary shares of 0.0001p (not 0.1p) each in the Company, and confirms that the closing price related to the issue of the Creditor Shares is 9 October 2024 (not 2004).

All other details remain unchanged. The full amended text is shown below.

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 October 2024

Nativo Resources Plc

("Nativo" or the "Company")

Placing to raise £412,000

Broker Option to raise up to a further £100,000

Nativo Resources plc (LON:NTVO), which has interests in precious metals mining and production in Peru, is pleased to announce that it has conditionally raised £412,000 by Peterhouse Capital Limited, ("Peterhouse") (before expenses) by way of a placing (the "Placing") of a total of 16,480,000,000 new ordinary shares of 0.0001p each in the Company ("Ordinary Shares") at a price of 0.0025p per new Ordinary Shares (the "Issue Price") ("Placing Shares"). Proceeds of the Placing will be used to:

·    Progress production at the Tesoro Gold Mine ("Tesoro") through it's 50%-owned Peruivan joint venture, Boku Resources SAC ("Boku"), through extension of the existing Bonanza shaft and development La Dorada, a second shaft

·    Support design and planning work associated with the development of a gold processing plant

·    The provision of working capital until Q2 2025

A further announcement on admission of the Placing Shares, Broker Option Shares and Creditor Shares (both as referred to below) will be made in due course, following the conclusion of the Broker Option process. The Placing  Shares, Broker Option Shares and Creditor Shares will be issued under the Company's existing share authorities.

The Placing will provide the Company with the necessary funding to further progress its Peruvian gold-mining projects as detailed above, and provide the Company with further general working capital.

Stephen Birrell, Chief Executive Officer of Nativo, commented:

"Today's Placing will ensure Nativo is able to accelerate and expand production at Tesoro and also provide essential working capital as we seek to expand our capabilities through the development of a large-scale gold ore processing plant on a local site. We would like to thank shareholders for their continued support and look forward to updating them in due course."

Broker Option

In order to provide qualifying Nativo shareholders ("Existing Shareholders") and other qualified investors with an opportunity to participate on the same basis as the Placing (under identical terms to the Placing), the Company has granted Peterhouse a Broker Option over 4,000,000,000 Broker Option Shares. Full take up of the Broker Option Shares would raise a further £100,000 for the Company, before expenses.

Existing Shareholders who hold shares in the Company and were on the register of members as at the close of business at 4:30 p.m. on 9 October 2024, will be prioritised for participation in the Broker Option (other than at the discretion of Peterhouse) and all orders from such Existing Shareholders will be accepted and processed by Peterhouse on a strictly "First Come, First Served" basis. The Broker Option has not been underwritten. Peterhouse is entitled to participate in the Broker Option as principal.

The Broker Option may be exercisable by Peterhouse on more than one occasion, at any time from the date of this announcement to 4:30 p.m. UK time on 10 October 2024, at its absolute discretion, following consultation with the Company. There is no obligation on Peterhouse to exercise the Broker Option or to seek to procure subscribers for the Broker Option Shares. Peterhouse may also, subject to prior consent of the Company, allocate new ordinary shares after the time of any initial allocation to any person submitting a bid after that time. Depending on demand the number of Broker Option Shares subject to the Broker Option may be increased at the discretion of the Company with the written agreement of Peterhouse.

Peterhouse may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Peterhouse may determine. Peterhouse may also, subject to prior consent of the Company, allocate new Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time.

The Broker Option Shares are not being made available to the public and none of the Broker Option Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. No Prospectus will be issued in connection with the Broker Option.

If the Broker Option is fully taken up, it will raise an additional £100,000 before expenses. If the Broker Option is not fully subscribed by 4:30 p.m. on 10 October 2024, orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse. The Company will announce the results of the Broker Option and the resultant shares in issue following its close.

Subscription to Broker Option

To subscribe for Broker Option Shares, Existing Shareholders and other qualified investors should communicate their bid to Peterhouse via their stockbroker as Peterhouse cannot take direct orders from individual private investors who are not existing clients. Existing Shareholders or other interested parties who wish to register their interest in participating in the Broker Option Shares should instruct their stockbroker to call Peterhouse on STX: 76086 or 020 7469 0938 or 020 7469 0936 or 020 7220 9797. Each bid should state the number of Broker Option Shares the Existing Shareholder or other qualified investor wishes to subscribe for at the Placing Price.

Additional share issuances

It has also been agreed that a total of 580,645,161 new Ordinary Shares will be issued at a price of 0.0031p per share, being the closing price as at 9 October 2024, as payment to certain creditors (the "Creditor Shares").

For further information please contact:

Nativo Resources Stephen Birrell, Chief Executive Officer	Via Vigo Consulting [e-mail]
Zeus Capital Limited (Nominated Adviser and Joint Broker) James Joyce James Bavister Isaac Hooper	Tel: [phone]
Peterhouse Capital Limited (Joint Broker) Duncan Vasey Lucy Williams Rose Greensmith	Tel: [phone]
Vigo Consulting (Investor Relations) Ben Simons Peter Jacob Anna Sutton	Tel: [phone] [e-mail]

About Nativo Resources plc (formerly Echo Energy plc)

Following the partial divestment of its assets in Argentina, Nativo entered into a 50:50 joint venture in Peru in July 2024 with an experienced local partner for precious metals (gold/silver) mining and processing of gold ore (own and third party production) and the cleaning of known tailings deposits containing Measured and Indicated resources of gold and silver. Through the JV, known as Boku Resources, Nativo has secured an opportunity to scale operations in Peru, owning 50% of the production and resources.

Initially, Boku is establishing formalised artisanal and small mining operations on its 100% held Tesoro Gold Mine, southern Peru, targeting early cash flow generation by Q4 2024. The Company plans to establish its own gold ore processing plant and, longer-term, to pursue its low capex strategies to appraise and exploit tailings deposits to recover gold, and develop the Ana Lucia Polymetallic concession.

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