Half-Year Report

About this update from Nativo Resources Plc

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.   29 September 2025   Nativo Resources Plc ("Nativo" or the "Company")   Half Year Report for the Six Months Ended 30 June 2025   Nativo Resources Plc (LON:NTVO), a gold-focused mining company with interests in Peru, presents its half year report for the six-month period ended 30 June 2025 (the "Period").   Highlights ·      Restructured the £1 million Spartan Loan, maturing in 2028, in January 2025. ·      Announced in March 2025 the signing of an option agreement for the Toma La Mano tailings project ("Toma La Mano"). ·      Announced in April 2025 the completion of the Morrocota Gold Mine ("Morrocota") acquisition, located in Arequipa province, 3km from the Bonanza Gold Mine ("Bonanza"). ·      Secured permits and land for a part-built gold ore processing plant 45km from Tesoro known as La Patona in April 2025. ·      Announced in May 2025 reduced capital requirements and timescales for La Patona. ·      Raised gross total proceeds of c.£544,000 via share issues during the Period. ·      Announced in May 2025 that Christian Yates had transitioned from Non-Executive to Executive Chairman.   For further information please contact: Nativo Resources Stephen Birrell, Chief Executive Officer Via Vigo Consulting [email protected] Zeus (Nominated Adviser and Joint Broker) James Joyce James Bavister   Tel: +44 (0)20 3829 5000 Peterhouse Capital limited (Joint Broker) Duncan Vasey Lucy Williams Rose Greensmith Tel: +44 (0)20 7469 0930 Vigo Consulting (Investor Relations) Ben Simons Peter Jacob Anna Sutton Tel: +44 (0)20 7390 0234 [email protected]   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 from future fund raises, to Bitcoin purchases and to hold Bitcoin as a long-term treasury reserve asset.       Follow us on social media:   LinkedIn:  https://uk.linkedin.com/company/nativoresources-plc X:  https://x.com/nativoresources Chairman and Chief Executive Officer's Statement Nativo has now fully repositioned itself as a small-scale gold miner in areas that offer the opportunity for near term production and cash flow, and the potential to rapidly build a resource inventory. In line with this strategy, the Company rebranded as Nativo Resources Plc. Accordingly, Nativo's core strategy is as follows: ·      Achieve early cash flow from formalised artisanal mining in Peru, initially from the Bonanza and Morrocota mines at the Tesoro Gold Concession in the Nazca-Ocona gold corridor, Arequipa region of southern Peru. ·      Develop a gold ore processing plant, replacing use of third-party tolling plants, to process ore supplied by artisanal small-scale mining ("ASM") operations on a fixed margin basis in addition to Nativo's own production. ·      Secure and clean tailings deposits known to contain gold and silver. ·      Acquire other ASM gold mines with a short runway to production and where the level of indicated resource is attractive. ·      Establish relationships with local partners who have the resources and competence to execute. ·      Use cash flow from operations to boost production and scale operations. New projects will only be considered that are either in production or pre-production, meaning that they can be brought into production within 12 months with a low initial investment, resulting in early profitability and with the potential to scale. Significant milestones achieved over the past six months include the following: ·      Restructured the £1 million Spartan Loan, maturing in 2028, in January 2025. ·      Share consolidation to rationalise the issued share capital and bring it into line with other listed companies in February 2025. ·      Signed up the first tailings deposit of 1.8 million tonnes in March 2025 at Tomo La Mano in the Ancash region of Peru. ·      Acquired the Morrocota gold mine in April 2025, adjacent to the Bonanza gold mine - increasing gold estimates for both mines to 51,000 ounces. ·      Secured permits and land for a part-built gold ore processing plant 45km from Tesoro known as La Patona in April 2025. ·      Announced in May 2025 reduced capital requirements and timescales for La Patona. Significant milestones announced after the Period: ·      Restructured the €10 million Eurobond in July 2025 to a 0% coupon convertible loan maturing in 2032, should no conversion take place beforehand. ·      Adopted a Digital Asset Treasury policy in July 2025 whereby free cash flow from mining and processing activities and the proceeds of any future fund raises can be allocated to Bitcoin. ·      Established a new professional team in Peru in August 2025 to oversee operations and develop the business. ·      Acquired the remaining 50% interest in Boku Resources ("Boku") in August 2025, thereby taking full control of the Company's portfolio in Peru. ·      Raised gross total proceeds of c.£790,000 via share issues after the Period, including a conditional placing and subscription to raise £400,000 due to complete on 8 October 2025. The Board was pleased to welcome Andrew Donovan in September 2024 as an Independent Non-Executive Director. Martin Hull resigned from the Board in October 2024 and immediately following his departure, Andrew Donovan also assumed the position of Chairman of the Audit Committee. In May 2025, Christian Yates moved from Non-Executive to Executive Chairman, leaving Andrew Donovan as the sole Independent Director. Zeus Capital Limited continues as the Nominated Adviser to the Company as well as Joint Corporate Broker with Peterhouse Capital Limited. The Board believes that Nativo, with the significant milestones achieved since the business was repositioned as a small-scale gold miner, is well positioned in Peru to deliver growth. We thank shareholders for their continued support. Finally, the Directors draw attention to the Accounting Policy notes regarding Going Concern and Estimates on page 11.       Christian Yates Stephen Birrell Chair CEO     29 September 2025     Consolidated Statement of Comprehensive Income for the Period Ended 30 June 2025   Continuing operations Note Unaudited 1 January 2025 to 30 June 2025 US $ Unaudited 1 January 2024 to 30 June 2024 US $ Audited Year to 31 December 2024 US $ Revenue 1 - - 44,000 Cost of sales - - (216,701) Gross profit   - - (172,701) Distribution costs - - - Administrative expenses (791,547) (720,625) (1,418,959) Other losses - - 3,289 Operating loss   (791,547) (720,625) (1,588,371) Finance income 1,011 448,225 433,944 Finance costs (1,279,324) (416,034) (1,092,778) Net finance income/(cost) 2 (1,278,313) 32,191 (658,834) Loss before tax (2,069,860) (688,434) (2,247,205) Taxation 3 - - - Minority interest adjustment 44,509 - 157,133 Loss for the year from continuing operations (2,025,351) (688,434) (2,090,072)   Profit/(loss) for the year (2,025,351) (688,434) (2,090,072) Other comprehensive income Exchange difference on translating foreign operations - - - Total comprehensive income for the year (2,025,351) (688,434) (2,090,072) Profit/(loss) attributable to: Owners of the company (2,025,351) (688,434) (2,090,072) Profit/(loss) per share (US cents) Basic 4 (0.01)  (0.01) (0.01) Diluted (0.01)  (0.01) (0.01) Profit/(loss) per share (US cents) for continuing operations Basic 4 (0.01)  (0.01) (0.01) Diluted (0.01)  (0.01) (0.01) Consolidated Statement of Financial Position as at 30 June 2025 Note Unaudited 1 January 2025 to 30 June 2025 US $ Unaudited 1 January 2024 to 30 June 2024 US $ Audited Year to 31 December 2024 US $ Assets   Non-current assets Property, plant and equipment 5 17,046 1 32,599 Intangible assets 6 207,623 - 36,200 Goodwill - - - Right of use asset - 27,972 - 224,669 27,973 68,799 Current assets Trade and other receivables 397,091 84,886 178,996 Equity accounted investments - 361,552 86,738 Cash and cash equivalents 7 195,074 3,353 46,073 592,165 449,791 311,807 Total assets   816,834 477,764 380,606 Equity and liabilities   Equity Share capital 8 (19,967,619) (19,812,570) (19,868,311) Share premium 9 (86,846,570) (84,804,095) (86,177,203) Capital contribution reserve (7,212,492) (7,212,492) (7,212,492) Foreign currency translation reserve 1,846,481 1,846,481 1,846,481 Warrant reserve (265,736) (532,726) (263,273) Share option reserve (4,533) (676,294) (3,022) Non-Controlling Interest 201,642 157,133 Retained earnings 122,564,207 118,804,739 120,536,393 Equity attributable to owners of the company 10,315,380  7,613,043 9,015,706 Non-current liabilities Loans and borrowings 10 (8,986,932) (7,369,863) (7,609,056) Current liabilities Loans and Borrowings (1,231,749) (1,133,337) Current portion of lease liabilities - (29,668) - Trade and other payables (913,533) (691,276) (653,919) (2,145,282) (720,943) (1,787,256) Total liabilities (11,132,214) (8,090,806) (9,396,312) Total equity and liabilities   (816,834) (477,764) (380,606) Consolidated Statement of Changes in Equity for the Period Ended 30 June 2025 Share capital US $ Shares to be issued  US $ Share premium US $ Capital contribution reserve US $ Foreign currency translation reserve US $ Share option reserve US $ Warrant reserve US $       Minority Interest US $ Retained earnings US $ Total equity US $ At 1 January 2025 19,868,311 - 86,177,203 7,212,492 (1,846,481) 3,022 263,273     (157,133) (120,536,393) (9,015,706) Loss for the six months - - - - - - -   - (2,069,860) (2,069,860) Discontinued operations - - - - - - - - - - Minority interest for Boku - - - - - - - (44,509) 44,509 - Total comprehensive income - - - - - - -   (201,642) (122,561,744) (11,085,566) New share capital subscribed 99,308 - 669,367 - - - -   - - 768,675 Options issued - - - - - 1,511 - - - 1,511 Warrants issued - - - - - - 2,463 - (2,463) - Warrants lapsed - - - - - - - - - - Share-based payments - - - - - - - - - - At 30 June 2025 19,967,619 - 86,846,570 7,212,492 (1,846,481) 4,533 265,736   (201,642) (122,564,207) (10,315,380)   Share capital US $ Shares to be issued  US $ Share premium US $ Capital contribution reserve US $ Foreign currency translation reserve US $ Share option reserve US $ Warrant reserve US $ Retained earnings US $ Total equity US $ At 1 January 2024 19,796,814 - 84,123,447 7,212,492 (1,846,481) 676,294 510,732 (118,094,311) (7,621,013) Loss for the six months - - - - - - - (688,434) (688,434) Discontinued operations - - - - - - - - - Exchange reserve - - - - - - - - - Total comprehensive income - - - - - - - (688,434) (688,434) New share capital subscribed 15,756 - 680,648 - - - - - 696,404 Warrants issued - - - - - - 21,994 (21,994) - Warrants lapsed - - - - - - - - - Share-based payments - - - - - - - - - At 30 June 2024 19,812,570 - 84,804,095 7,212,492 (1,846,481) 676,294 532,726 (118,804,739) (7,613,043)   Share capital US $ Shares to be issued  US $ Share premium US $ Capital contribution reserve US $ Foreign currency translation reserve US $ Share option reserve US $ Warrant reserve US $     Minority Interest US $ Retained earnings US $ Total equity US $ At 1 January 2024 19,796,814 - 84,123,447 7,212,492 (1,846,481) 676,294 510,732 - (119,370,074) (7,621,013) Loss for the year - - - - - - - - (2,247,205) (2,247,205) Discontinued operations - - - - - - - - 9,055,875 9,055,875 Minority Interest for Boku - - - - - - - (157,133) 157,133 - Total comprehensive income - - - - 1,634,560 - - (157,133) (2,090,072) 2,247,205 New share capital subscribed 71,497 - 2,053,756 - - - - - - 2,125,253 Warrants issued - - - - - - 321,278 (321,278) - Warrants lapsed - - - - - - (568,737) - 568,737 - Shares lapsed (676,294) - 676,294 - Share-based payments - - - - - 3,022 - - - At 31 December 2024 19,868,311 - 86,177,203 7,212,492 (1,846,481) 3022 263,273 (157,133) (120,536,393) (9,015,706)   Consolidated Statement of Cash Flows for the Period Ended 30 June 2025 Note Unaudited 1 January 2025 to 30 June 2025 US $ Unaudited 1 January 2024 to 30 June 2024 US $ Audited Year to 31 December 2024 US $ Cash flows from operating activities   Profit/(loss) for the year on continued operations (2,025,351) (688,434) (2,247,205) Adjustments to cash flows from non-cash items Depreciation and amortisation 735 13,986 16,395 Depreciation and depletion of intangible assets - - - Impairment 3,810 - - Loss from sales of tangible assets 14,082 - (3,289) Fair value losses of current investments - - 208,722 Finance income 2 (1,011) (100,395) (3,025) Finance costs 2 527,155 347,830 884,056 Exchange differences 2 752,169 (283,072) (401,670) Share option issued and lapsed (923,753) Share based payment transactions - - 3,022 Minority interest - - 157,133 Loss on disposal of investments - - - Total adjustments 1,296,940 (21,651) (62,409) Decrease/(increase) in inventory - - - Decrease/(increase) in trade and other receivables (211,229) 9,573 (2,944) (Decrease)/increase in trade and other payables 255,226 (53,684) (38,255) Total working capital movement 43,997 (44,111) (41,199) Net cash flow from operating activities (684,414) (754,196) (2,350,813) Cash flows from investing activities Interest received 1,011 9,018 3,025 Acquisitions of property plant and equipment - - - Proceeds on investment shares 39,311 - Net cash flows from investing activities 40,322 9,018 3,025 Cash flows from financing activities Issue of share capital 153,675 81,884 2,125,253 Loans received 639,417 583,520 185,481 Net cash flows from financing activities 793,092 665,404 2,310,734 Net increase/(decrease) in cash and cash equivalents 149,001 (79,774) (37,054) Cash and cash equivalents at 1 January 46,073 83,127 83,127 Foreign exchange gains/(losses) on cash and cash equivalents - - - Cash and cash equivalents at period end 195,074 3,353 46,073 1. ACCOUNTING POLICIES   GENERAL INFORMATION These financial statements are for Nativo Resources Plc and subsidiary undertakings ("the Group"). The Company is registered, and domiciled, in England and Wales and incorporated under the Companies Act 2006.   BASIS OF PREPARATION The condensed and consolidated interim financial statements for the period from 1 January 2025 to 30 June 2025 have been prepared in accordance with International Accounting Standards ("IAS") 34 Interim Financial Reporting, and on the going concern basis. They are in accordance with the accounting policies set out in the statutory accounts for the year ended 31 December 2024 and are expected to be applied for the year ending 31 December 2025.   The comparatives shown are for the period 1 January 2024 to 30 June 2024, and for the year ended 31 December 2024, and do not constitute statutory accounts, as defined in section 435 of the Companies Act 2006, but are based on the statutory financial statements for the year ended 31 December 2024.   GOING CONCERN The financial information has been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.   The consolidated statement of financial position at 31 December 2024 showed a negative net asset position. The Directors have worked hard during and post the Period to strengthen the Group's balance sheet, including restructuring the £1 million Spartan Loan in January 2025 and then securing approvals in July 2025 to restructure the €10 million Eurobond to a 0% coupon convertible loan maturing in 2032, should no conversion take place beforehand.   The Company has also raised additional funding during and post the Period, including a conditional placing and subscription to raise £400,000 which is due to complete on 8 October 2025 and which should last until January 2026. The Directors continue to hold positive discussions with existing and potential investors, and should know within the next two weeks about further funding which should take the Company through to June 2026. They also continue to engage in negotiations to acquire cash generative opportunities in the extraction of natural resources which would add to the Company's existing portfolio of mining interests and which have the potential to deliver significant growth.   Consequently, the Directors consider the going concern assumption continues to be appropriate although there remain material uncertainties as to: 1.   Successfully raising sufficient funds; and 2.   The Company's existing assets and projects becoming sufficiently cash-positive to fund the business going forward.   ESTIMATES The preparation of the interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing this condensed interim financial information, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to consolidated financial statements for the year ended 31 December 2024. The key source of uncertainty in estimates that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities, within the next financial year, is the Group's going concern assessment.   REVENUE RECOGNITION Revenue comprises the invoice value of goods and services supplied by the Group, net of value added taxes and trade discounts. Revenue is recognised in the case of gold ore sales when goods are delivered and title has passed to the customer. This generally occurs when the product is physically transferred. Gold prices vary from month to month based on seasonal demand from customer segments and production in the market as a whole.   SEGMENTAL ANALYSIS The Group has adopted IFRS 8 Operating Segments. Per IFRS 8, operating segments are regularly reviewed and used by the Board of Directors being the chief operating decision maker for strategic decision-making and resources allocation, in order to allocate resources to the segment and assess its performance.   At the balance sheet date, there are two business segments, the mining operation, Boku, and the UK head office.       1 Revenue The analysis of the Group's revenue for the year from continuing operations is as follows: Unaudited  1 January 2025 to 30 June 2025 US $ Unaudited 1 January 2024 to 30 June 2024 US $ Audited Year to 31 December 2024 US $ Sale of minerals - - 44,000     2 Finance income and costs   Unaudited  1 January 2025 to 30 June 2025 US $ Unaudited 1 January 2024 to 30 June 2024 US $ Audited Year to 31 December 2024 US $ Finance income Other finance income 1,011  - 3,025 Foreign exchange gains - 347.830 401,670 Sale of option - -  - Other operating income - 90,219 29,249 Net foreign exchange gain 1,011 448,255 433,944 Finance costs Fair value losses - - (208,722) Foreign exchange losses (752,169) -  - Interest on bank overdrafts and borrowings (27,168) (41,691) - Interest expense on other financing liabilities (499,987) (374,343) (884,056) Total finance costs (1,279,324) (416,034) (1,092,778) Net finance income/(costs) (1,278,313) 32,191 (658,834)     3              Taxation The parent entity has tax losses available to be carried forward, and further tax losses are available in certain subsidiaries. With anticipated substantial lead times for the Group's projects, and the possibility that these may expire before their use, it is not considered appropriate to anticipate an asset value for them.   No amounts have been recognised within tax on the results of the equity-accounted joint ventures.   4              Loss per share The calculation of basic and diluted loss per share at 30 June 2025 was based on the loss attributable to ordinary shareholders. The weighted average number of ordinary shares outstanding during the year ending 31 December 2024 and the effect of the potentially dilutive ordinary shares to be issued are shown below.   Unaudited 1 January 2025 to 30 June 2025 US $ Unaudited 1 January 2024 to 30 June 2024 US $ Audited Year to 31 December 2024 US $ Net (loss)/profit for the period (US $) before exchange on translating foreign operations (1,624,973) (688,434) (2,090,072) Net (loss)/profit on continuing operations (1,624,973) (688,434) (2,809,753) Basic weighted average ordinary shares in issue during the period 35,374,897,853 5,646,480,002 35,374,897,853 Diluted weighted average ordinary shares in issue during the period 35,374,897,853 5,646,480,002 35,374,897,853 (Loss)/profit per share (cents)   Basic and diluted (cents) (0.01) (0.01) (0.01) (Loss)/profit per share on continuing operations (cents)   Basic and diluted (cents) (0.01) (0.01) (0.01)   In accordance with IAS 33 and as the entity is loss making, including potentially dilutive share options in the calculation would be anti-dilutive.   Deferred shares have been excluded from the calculation of loss per share due to their nature.     5 Property, plant and equipment 30 June 2025 PPE - Gold Properties US $ Fixtures & Fittings US $ Total US $ Cost or valuation At 1 January 2025 33,814 95,219 129,033 Disposals (14,818) - (14,818) At 30 June 2025 18,996 95,219 95,219 Depreciation At 1 January 2025 1,216 95,218 96,434 Charge for year 735 - 735 Disposals - - - At 30 June 2025 1,951 95,218 97,169 Carrying amount At 30 June 2025 17,045 1 17,046     30 June 2024 PPE - Gold Properties US $ Fixtures & Fittings US $ Total US $ Cost or valuation At 1 January 2024 - 95,219 95,219 Additions - - - Assets of disposal held for sale - - - At 30 June 2024 - 95,219 95,219 Depreciation At 1 January 2024 - 95,218 95,218 Charge for year - - - Disposals - - - At 30 June 2024 - 95,218 95,218 Carrying amount At 30 June 2024 - 1 1   31 December 2024 PPE - Gold Properties US $ Fixtures & Fittings US $ Total US $ Cost or valuation At 1 January 2024 - 95,219 95,219 Additions 33,814 - 33,814 Disposals - - - At 31 December 2024 33,814 95,219 129,033 Depreciation At 1 January 2024 - 95,218 95,218 Charge for year 1,216 - 1,216 Disposals - - - At 31 December 2024 1,216 95,218 96,434 Carrying amount At 31 December 2024 32,598 1 32,599 6 Intangible assets   30 June 2025 Mining operations US $ Total US $   At 1 January 2025 36,200 36,200   Additions 171,423 171,423   At 30 June 2025 207,623 207,623   Depreciation   At 1 January 2025 - -   Charge for year - -   Disposals - -   At 30 June 2025 207,623 207,623   At 30 June 2024 36,200 36,200         31 December 2024 Mining operations US $ Total US $   At 1 January 2024 - -   Additions 36,200 36,200   Disposals - -   At 31 December 2024 33,814 129,033   Depreciation   At 1 January 2024 - -   Charge for year - -   Disposals - -   At 31 December 2024 36,200 36,200   At 31 December 2023 - -     7 Cash and cash equivalents Unaudited  1 January 2025 to 30 June 2025 US $ Unaudited 1 January 2024 to 30 June 2024 US $ Audited Year to 31 December 2024 US $ Cash at bank 195,074 3,353 46,073 195,074 3,353 46,073   8 Share capital Issued, Called Up and Fully Paid   Unaudited  1 January 2025 to 30 June 2025 US $ Unaudited 1 January 2024 to 30 June 2024 US $ Audited Year to 31 December 2024 US $ 1 January 19,868,311 19,796,814 19,796,814 Equity shares issued 99,308 15,756 71,497 19,967,619 19,812,570 19,868,311   The holders of the 0.31 ¢ (0.25p) ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the Company.   9              Share premium account Share options Unaudited 1 January 2025 to 30 June 2025 US $ Unaudited 1 January 2024 to 30 June 2024 US $ Audited Year to 31 December 2024 US $ 1 January 86,177,203 84,123,447 84,123,447 Premium arising on issue of equity shares 669,367 680,648 2,053,756 Warrants lapsed - - - Warrants issued - - - Transaction costs - - - 31 December 86,846,570 84,804,095 86,177,203   Warrants and options which lapsed, expired or were exercised in the period have been transferred between the warrant or option reserve and retained earnings. 10 Loans due in over one year     Unaudited 1 January 2025 to 30 June 2025 US $ Unaudited 1 January 2024 to 30 June 2024 US $ Audited Year to 31 December 2024 US $ Five-year secured bonds 8,986,932 6,235,610 7,609,056 Other loans - 1,134,253 - Total 8,986,932 7,369,863 7,609,056     31 December 2024 US $   Funds raised US $ Amortised finance charges US $   Converted into equity US $ Exchange adjustments US $ 30 June 2025 US $ €20 million five-year secured bonds 7,609,056 - 427,949 - 949,927 8,986,932 Other loans Total 7,609,056 - 427,949 - 949,927 8,986,932  

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