Registration number: 05483127
Nativo Resources PLC
Annual Report and Consolidated Financial Statements
for the Year Ended 31 December 2024
2
Nativo Resources PLC
Contents
Company Information
3
Strategic Report
4 to 14
Corporate Governance
15 to 35
Directors' Report
36 to 37
Statement of Directors' Responsibilities
38
Independent Auditor's Report
39 to 44
Consolidated Statement of Comprehensive Income
45 to 46
Consolidated Statement of Financial Position
47 to 48
Statement of Financial Position
49 to 50
Consolidated Statement of Changes in Equity
51 to 52
Statement of Changes in Equity
53 to 54
Consolidated Statement of Cash Flows
55
Statement of Cash Flows
56
Notes to the Financial Statements
57 to 90
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Nativo Resources PLC
Company Information
Directors
Christian Yates
Stephen Birrell
James Parsons (resigned 26 June 2024)
Martin Hull (resigned 31 October 2024)
Andrew Donovan (appointed 26 September 2024)
Company secretary
AMBA Company Secretarial Services Limited
Registered office
First Floor
85 Great Portland Street
London
W1W 7LT
Auditors
MAH, Chartered Accountants
2nd Floor
154 Bishopsgate
London
EC2M 4LN
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Nativo Resources PLC
Strategic Report for the Year Ended 31 December 2024
Nativo Resources PLC (“Nativo” or the “Company”) has interests in gold mining and exploration projects in Peru.
Through a 50:50 joint venture (“JV”) 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.
In March 2025, Boku signed an option agreement to evaluate the opportunity to recover and sell gold and silver
from the Toma La Mano tailings deposit in the Ancash region, redepositing the tailings in line with legislation.
The Company is investigating other similar tailings opportunities in the region.
In April 2025, Nativo acquired directly a 100% interest in the Morrocota Gold Mine, proximal to the Tesoro Gold
Concession. Longer-term, the Company plans to establish its own gold ore processing plant to retain a higher
margin from production at its mines. Nativo is a growth-focused mining company seeking balanced risk reward
opportunities across the resource value chain. Whilst focused on Latin America, the Company will consider
opportunities to extend its reach across new geographies. The Company’s strategy is to build a sustainable asset
base of production and booked reserves, through transaction led growth, taking advantage of the extensive
experience in executing transactions, with a disciplined approach to delivering shareholder value.
Nativo maintains its philosophy of equitable treatment and open communication with all of its stakeholders and
the communities in which it operates.
Chair’s and Chief Executive Officer’s Statement
Nativo was formerly Echo Energy plc (name changed in September 2024) which had oil and gas producing assets
in Argentina, the majority interest being sold in in May 2023. By the end of 2023, only a 5% interest had been
retained by the Company in the assets. Historical exploration and production had been funded through debt with
c.£11 million remaining at the end of 2024, comprising a €10m Eurobond plus accrued interest and a loan facility
of c.£605,000 plus £315,000 accrued interest (the “Spartan Loan”).
The executive team, Christian Yates (Chair) and Stephen Birrell (Chief Executive Officer), (the “Executive”) was
appointed to replace the previous executive leadership in November 2023. Through the first half of 2024, the
business was restructured, costs were slashed and creditors managed while a new strategic direction for the
Company was prepared.
Early fund-raising in Q1 2024 allowed the Executive to establish a Latin America-focused precious metals mining
company, initially concentrating on gold and silver opportunities in Peru. This business was formally established
in July 2024 through a JV with an experienced local partner, Boku Resources, who contributed a fully permitted
concession, Tesoro, in the Arequipa region. The strategy in Peru is to develop three revenue streams from gold
mining, gold processing and the recovery of precious metals from cleaning legacy tailings deposits.
The shaft of the first mine at Tesoro, Bonanza, was sunk in September 2024. Within three months of commencing
exploration development at Bonanza, Nativo sold its first batch of high-grade ore to a commercial processor to
secure first revenues. As exploration development at Bonanza transitions to production, growing cash flow will
be directed towards sustaining and expanding operations across the wider Tesoro project; it is envisaged that it
will eventually include a standalone processing facility. In October 2024, an option agreement was signed with a
landowner for the establishment of a processing plant close to the Bonanza mine. The land has permits and
infrastructure in place. In December 2024 the 100% acquisition by Nativo of a neighbouring mine to Bonanza
called Morrocota was announced with the transaction completing in April 2025. The intent behind the acquisition
of this mine, where preparation to mine has commenced, is to accelerate the growth in production on the Tesoro
concession.
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Nativo Resources PLC
Strategic Report for the Year Ended 31 December 2024
The next phase of the business development plan is to reprocess historic tailings deposits to recover lost metals
whilst rehabilitating environmental liabilities – an approach that has been successfully employed by others and it
is a mining story with a positive ESG angle. Based on historical records, Nativo and Boku have identified
numerous high potential tailings projects in the Ancash region of central Peru which subject to agreements will
be assessed for their potential to be reprocessed to recover lost metals. Tailings reprocessing represents a cheap
and low risk approach to build a resource inventory. Defining a resource and demonstrating cost-effective routes
for the economic recovery of the lost metals will be required before a final investment decision is made. Current
metal prices and modern recovery processes will help with this. The first tailings deposit of up to two million
tonnes was secured via an option agreement in April 2025.
In July 2024 Boku acquired the polymetallic Ana Lucia exploration project in the Ancash region. This project has
the potential to add commodity diversification and scale, subject to further analysis.
In January 2025 the Company announced the further restructuring of the Spartan Loan to help with cash flow
going forward as the Company seeks to grow and develop new revenue streams. Negotiating a further restructuring
of the €10m Eurobond is also in progress as this will be key to attracting significant future investment.
Finally, turning to Board matters, James Parsons retired from the Board at the AGM in June 2024. Martin Hull
resigned as a Director at the end of October 2024. Andrew Donovan joined the Board in September 2024. The
Board continues to be focused on creating value for shareholders through delivery of the strategy outlined above.
Christian Yates Stephen Birrell
Chair CEO
4 June 2025
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Nativo Resources PLC
Strategic Report for the Year Ended 31 December 2024
Business Model
Nativo has interests in gold mining and exploration projects in Peru. The strategy in Peru is to develop initially
three revenue streams, as follows:
1. Gold mining: early cash flow from formalised artisanal mining. Nativo initiated production and cash
flow from Tesoro Gold Concession in December 2024. Nativo also completed the acquisition of a
neighbouring mine called Morrocota in April 2025.
2. Develop own gold ore processing capability, replacing use of a tolling plant which would enable
Nativo to retain higher margin from mined material.
3. Secure and clean known tailings deposits containing gold, silver and potentially other precious metals.
Nativo has identified a number of tailings deposits in Northern Peru which contain gold and silver
from historic polymetallic mining. This is a low cost, low risk approach, with quick and cheap
resource definition and requires limited capex and opex. Nativo will redeposit the tailings in line with
legislation, thereby benefiting the environment.
The Company is also seeking to acquire pre-development stage gold mine opportunities, deploying capital to
bring the mine into production, using a farm-in model where all shareholders’ cash is used for development.
This approach allows non organic growth while building near term gold reserves and production.
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Nativo Resources PLC
Strategic Report for the Year Ended 31 December 2024
Strategy Execution and Key Performance Indicators (“KPIs”)
The KPIs are how we measure the performance of our Board of Directors and Executive against the objectives
of the business. The objectives are the measurable targets or activities that provide clarity on what needs to be
achieved, when and how, in order to execute and deliver the strategy.
Nativo’s objectives for 2024 focused on the following areas: Delivery / Execution, Funding, Growth, Corporate.
How the Board and Executive have delivered against these metrics in 2024 is set out in the Performance column
of the corporate scorecard below.
2024 KPI
PERFORMANCE
Delivery / Execution
Maintain cost control with expenditures
appropriate to the scale of the Company
The company uses a monthly reconciled working
capital model to manage investments, costs and cash
balances. This has been very effective
Maximise value from the legacy Argentine assets
Achieved in a challenging environment
Funding
Secure material capital raise
The Company raised over £1.3 million from
shareholders in 2024. This investment allowed the
Company to secure the Peruvian assets and invest in
the Tesoro mine
Restructure debt
Subsequent to the year end, a restructuring of the
Spartan Loan was achieved, effectively avoiding
having to repay the debt in 2025. This was a key
outcome for the Company, conserving capital
Growth
Secure strategic direction and cornerstone assets
for the Company
In July 2024, the Company signed a JV in Peru to
mine gold at the Tesoro concession. Following the
incorporation of the JV; the Company secured an
option on a pre-permitted processing plant site in
Acari. Post year-end, the Company acquired the first
tailings deposit option of 1.8 million tonnes
Prioritise business development opportunities to
deliver growth and rebuild the asset base
Business development has focused on screening
precious metal asset opportunities in Peru and East
Africa
Corporate
Health and safety
The mine works in Peru measured and reported using
standard leading and lagging indicators to install a
culture of safety and care across all operations
Sustainability
The Company installed solar panels to provide power
at our mine camp, while measuring and managing
water use and CO2 emissions
Investor support
Engaged with investors and established open
communications with the support of Vigo, the
Company’s Investor Relations (“IR”) consultant
Regulatory and filing timelines
Achieved on time across all categories
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Nativo Resources PLC
Strategic Report for the Year Ended 31 December 2024
2025 KPIs
The 2025 performance of the business and its Executive will be measured across a set of objectives which have
evolved since 2024. These objectives are set out below. The Board’s and Executive’s performance will be judged
on the delivery of the desired outcomes throughout the year.
2025 KPI
Delivery / Execution
Oversee effective operations in Peru
Manage Boku JV
Manage finances in line with budget
Funding
Raise capital
Restructure debt
Growth
Develop an operating model for all three target revenue streams
Corporate
Respect and protect the health, safety and wellbeing of our employees, contractors, the local community
and environment in which we operate
Interaction with the NOMAD and other advisers or service providers
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Nativo Resources PLC
Strategic Report for the Year Ended 31 December 2024
Sustainability Review
As a corporate operating across Peru, Nativo believes in conducting a business that positively impacts the local
communities and environment in which it operates and respects the resources on which our future depends.
Our Corporate and Social Responsibility (“CSR”) Objectives
Nativo seeks to manage and maintain positive and respectful relationships with our stakeholders. To meet these
objectives, Nativo aims to:
-
Protect the health, safety and wellbeing of our staff, contractors and the local communities which our
operations impact;
-
Manage and maintain positive and respectful relationships with the communities with which we conduct
business and in which we operate;
-
Maintain a high standard of care for the natural environment and adopt appropriate environment
management systems in the areas where we operate; and
-
Reduce our environmental footprint by efficient use of resources, remediating tailings deposits,
managing water and energy consumption and managing waste and emissions.
Anti-Bribery and Corruption (“ABC”)
Nativo has zero tolerance for bribery, corruption or unethical conduct in our business. Our policies require
compliance with all applicable ABC laws, in particular, the UK Bribery Act, and the Peruvian Criminal Code,
approved by Legislative Decree N° 635. The majority of our operations are based in Peru. The Transparency
International’s Corruption Perception Index (“CPI”) assesses corruption in the public sector when ranking
different countries. In 2024, the CPI ranked Peru 127th out of 180 participating countries worldwide with a score
of 31/100. By comparison, the UK is ranked at 20th out of 180 with a score of 71/100.
Nativo operates in a competitive market and faces competition in securing mining interests, forming partnerships,
attracting and retaining the most efficient service providers, and building cooperative relationships with all
stakeholders. We are very aware of the pressures and challenges that we face. We are committed to upholding the
highest levels of corporate and operational behaviour and our objective is to develop our business responsibly and
with integrity at all levels. We have a system of documented ABC policies and procedures that provide a consistent
policy framework with which all employees are issued and trained in. Our policies and training encompass anti-
bribery and corruption, gifts and entertainment, third-party representatives and whistle blowing.
Social Responsibility
Nativo is committed as an organisation to be a responsible and ethical participant in the community, placing great
consideration on aiming to protect the health, safety and wellbeing of our staff, contractors and the local
communities.
Environmental Responsibility
Nativo is very conscious of the natural environment in which it operates, and the Company works hard to minimise
its impact on that environment. Nativo is committed to the responsible stewardship of the environment and, on
the conclusion of the Company’s operations, to return our sites to the condition in which Nativo found them, or
better if possible.
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Nativo Resources PLC
Strategic Report for the Year Ended 31 December 2024
Environmental Responsibility (continued)
Nativo is committed to working closely with our partners and the various agencies in the jurisdictions in which
we operate to make sure that all environmental and other regulations are complied with in full as the Company
undertakes its activities. The health and safety of our employees, contractors and partners on our sites is also
paramount and more information is available in the Health, Safety and Environment (“HSE”) review.
Diversity and Inclusion
Nativo is proud to embrace a culture of inclusivity across our organisation. Nativo is an equal opportunities
employer and has a stated policy as part of its Code of Conduct to deal fairly and equitably with all of our
employees in the workplace. The Company is dedicated to encouraging inclusion and diversity at all levels of the
business, acknowledging that a more diverse workforce, with the right mix of skills, experience, culture, ethnicity,
nationality, gender, and knowledge, can make a valuable contribution to the Company. Nativo has committed to
extend equal employment opportunities to all, irrespective of race, colour, gender, sexual orientation, religion or
belief, age, nationality, ethnicity, marital or civil partnership status, pregnancy and maternity, or disability.
Nativo strives to maintain high levels of ethical and business practices at all times and has implemented clearly
defined policies to assist employees with these issues. The primary aim is to protect the health, safety and
wellbeing of our staff, partners, contractors, and the local communities in which the Company operates.
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Nativo Resources PLC
Strategic Report for the Year Ended 31 December 2024
Managing Risks
Nativo is dedicated to managing the risks of the business in a structured manner. Our internal risk management
system has five key steps in dealing with risks:
1. Identify
2. Assess
3. Mitigation options
4. Manage and execute
5. Review
As a result of the divestment of the discontinued businesses, the risk profile of the Company has changed
significantly. Risks identified in previous years relating to detailed operational outcomes such as subsurface
performance and Argentine gas prices no longer represent the major risks to the business going forward. The
priority risks relating to the business as identified by the Board are now as follows:
Funding Risk – where the Company is unable to meet its financial obligations as a result of insufficient funds.
This is a high priority and significant risk that could lead to the Company not being able to continue as a going
concern. Strategies to mitigate this funding risk include the cost reduction programme implemented over the last
18 months and the ongoing ability to raise new funds (potentially equity and debt) in the future.
Business development risk – the Company’s growth strategy relies upon the successful identification, execution
and completion of acquisitions to grow the asset base. Failure to successfully complete such transactions due to
lack of attractive opportunities or for any other reasons would result in the growth strategy having failed and could
directly impact future funding potential. The Company has prioritised business development and has further
increased its internal capacity in this important area.
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Nativo Resources PLC
Strategic Report for the Year Ended 31 December 2024
Stakeholder Engagement
Nativo considers collaborative engagement with all stakeholders as vital for, and at the core of, our business.
Stakeholders include not only our shareholders, lenders, and our partners, but also our suppliers and customers,
our team, governments & regulators, and the communities in which we operate. By maintaining regular dialogue,
we receive feedback on our strategy, performance and governance which can then be factored into the Board’s
decision-making process.
The table below describes how the Directors of the Company have regard for the matters set out in Section 172(1)
of the Companies Act 2006; these are:
a) the likely consequences of any decision in the long-term;
b) the interests of the Company's employees;
c) the need to foster the Company's business relationships with suppliers, customers, and others;
d) the impact of the Company's operations on the community and the environment;
e) the desire of the Company to maintain a reputation for high standards of business conduct;
f)
the need to act fairly as between members of the Company.
This table forms the Board’s statement on such matters as required by the Act. Further information regarding
Nativo’s assessment of environmental and community issues associated with our operations can be found in the
Sustainability Review on pages 9 to 10 and in the Health, Safety and Environment (“HSE”) Review on page 28.
Review of the key decisions and issues discussed in Board meetings and by various committees in 2024 is
contained in the Corporate Governance Statement from page 15 to 35.
Why is it important to engage?
How do we engage?
Shareholders
Nativo seeks to develop an investor base of
long-term holders that are aligned with our
strategy. By clearly communicating our strategy
and objectives, we maintain continued support
for what we do.
Important issues include:
• Sustainable financial and operational
performance
• Continued execution of mining projects
There is regular dialogue between both institutional and
retail investors through meetings, calls, conferences,
presentations and regular social media posts.
The Company engages with investors with the support
of Vigo, the Company’s IR consultant.
Lenders
By maintaining supportive relationships with
our lenders, we can ensure access to debt
finance that enables us to invest in high quality
assets that generate sustainable long-term cash
flows.
Important issues include:
• Sustainable financial and operational
performance
• Capital allocation
• Refinancing plans
Nativo has continued to fulfil our obligations and
engage with noteholders and lenders.
Highlights in 2024 include:
• Restructuring of the Company’s £1 million Spartan
Loan, finally achieved in February 2025, post-year end
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Strategic Report for the Year Ended 31 December 2024
Partners
Sharing of risk is a fundamental component of
our industry and by maintaining aligned and
collaborative relationships with our JV partners,
we can ensure that maximum value can be
extracted from our operations in a safe and
sustainable manner.
Important issues include:
• Operational performance & HSE
• Project ranking and work programmes
• Budget setting
Nativo ensures that we maintain an open dialogue with
partners in Boku. We seek to ensure that all partners are
aligned around common objectives for the mines and
maintain safe and efficient operations.
Customers &
Suppliers
The supply chain is managed by our partners
who operate on our behalf. We have further
developed strong relationships with key
corporate suppliers.
Important issues include:
• Contract management strategy
• Uninterrupted service for customers
• Enhance value
We maintain an ongoing open and transparent dialogue
with our customers and suppliers were relevant
Workforce
Our current and future success is underpinned
by our ability to engage, motivate, and adapt
our workforce. Creating the right environment
for employees where their various strengths are
recognised and their contributions are valued,
helps to ensure that we can deliver our shared
objectives.
Important issues include:
• Group strategy
• Corporate culture
During 2024, internal communications continued so
employees were kept informed of all the workstreams
across the Company and helped to raise key issues with
Directors and Executive.
Highlights include:
• Production & strategy updates
• All staff involvement on CSR initiatives
Governments &
Regulators
Maintaining respectful and collaborative
relationships with our host government and
local regulatory authorities is vital. We believe
that the strength of these relationships will
allow us to make a sustainable and beneficial
contribution to the regions in which we operate.
Important issues include:
• • Identifying and securing new opportunities
• Providing views on upcoming legislation and
factors that are important to the industry
• CSR commitments
Management continues to work closely with the
government and regulators where relevant
The Company monitors relevant changes in legislation
and/or policy, and its ongoing compliance with any
such changes, through the Company’s legal
representative in Peru.
Communities &
Environment
Minimal environmental impact in the localities
in which we operate ultimately help Nativo
reach its corporate objectives as well as simply
being the right thing to do. Building and
maintaining the Company’s reputation fosters
our long-term goals and the support and
commitment of all employees.
Important issues include:
• Operating in an open and honest and socially
responsible manner
• Social responsibility initiatives
All employees are briefed in ABC standards and all
counterparties are expected to adhere to these. Regular
engagement with operator HSE officers occurs through
operational committee meetings maintaining positive
focus on health, safety, and the environment.
The mine works in Peru measured and reported using
standard leading and lagging indicators to install a
culture of safety and care across all operations.
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Nativo Resources PLC
Strategic Report for the Year Ended 31 December 2024
Financial Review
Income Statement
The Group’s loss from continuing operations for the year to 31 December 2024 was US $2.1 million (2023: US
$4.1 million) and total Group loss including discontinued operations was US $2.1 million (2023: profit US $5.0
million).
For the year ended 31 December 2024, Group revenue from continuing operations was US $44,000 (2023: US
$nil).
The Group had the following costs from continuing operations:
➢ Group operational costs were US $217,000 (2023: US $nil).
➢ Administrative expenses were US $1.4 million (2023: US $1.2 million)
➢ Finance costs, largely composed of interest costs offset in part by foreign exchange gains, were US $0.7
million (2023: US $2.9 million).
Balance Sheet
Careful management of cash balances, negotiated repayment of legacy positions with supportive creditors and
equity fund raises supported the business through the year. The Group ended the period with US $0.05 million
cash at bank compared to the prior year balance of US $0.08 million.
Post Balance Sheet
Note 30 provides details of share issuance post 31 December 2024 to raise funds.
This Strategic Report was approved by the Board on 4th June 2025 and signed on its behalf by:
Stephen Birrell
Chief Executive Officer
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Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Corporate Governance Statement
Strong corporate governance is a key building block that allows an organisation to be successful
Dear Shareholder
I was appointed Chair of the Company in November 2023 and transitioned into the role of Executive Chair on 1
May 2025. Having served as a Non-Executive Director since January 2022, I am pleased to present the Corporate
Governance Statement for the year ended 31 December 2024. I firmly believe that strong corporate governance
enables an organisation to grow successfully and to win confidence of the stakeholders. The Board is committed
to good governance across the business, at an executive level and throughout its operations. The importance of
strong governance within the organisation has been essential amid ongoing business and economic pressures.
Changes to the Board took place during 2024: James Parsons stood down as a director at the AGM in June 2024;
Andrew Donovan joined the Board as a Non-Executive Director in September 2024; and Martin Hull resigned in
October 2024.
The Company continues to follow the Quoted Companies Alliance (“QCA”) Corporate Governance Code as the
framework for its approach to corporate governance. In line with our commitment to maintaining high standards
of governance, we are currently in the process of transitioning to the 2023 QCA Code (“2023 QCA Code”). This
transition reflects our ongoing efforts to align with evolving best practices and to ensure that our governance
structures remain fit for purpose. The 2023 QCA Code has ten principles of corporate governance that the
Company has committed to apply within the foundations of the business. The 2023 QCA Code requires companies
listed on the Alternative Investment Market (“AIM”) of the London Stock Exchange to adopt a ‘comply or explain’
approach in respect of the recommended guidelines. The 2023 QCA Code principles are listed below in ‘The
Principles of the 2023 QCA Code’, and we work to ensure that these principles are adhered to as much as the
Company is able. Both within the Annual Report and Accounts and on the corporate website, stakeholders can see
how the Company complies with these principles.
The Board not only sets expectations for the business but also works towards ensuring that strong values are set
and carried out by the Directors across the business. A strong corporate culture is paramount to the success of a
business. The Board strives to ensure that the objectives of the business, the principles and risks are underpinned
by values of good governance that are fed down throughout the organisation.
The importance of engaging with our shareholders underpins the essence of the business, including ensuring that
there are numerous opportunities for investors to engage with both the Board and the Executive.
Christian Yates
Chair
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Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
The Principles of the 2023 QCA Code
The Board of Directors of the Company recognises the importance of corporate governance and applies the 2023
QCA Code, which we believe is the most appropriate governance code for a company of our size with shares
admitted to trading on AIM. The 2023 QCA Code provides the Company with the framework to help ensure that
a strong level of governance is maintained, enabling the Company to embed the governance culture that exists
within the organisation as part of building a successful and sustainable business for all its stakeholders.
In line with the 12-month period provided for adoption of the 2023 QCA Code, the Company has implemented a
number of the updated provisions and is working towards further compliance by the end of the next financial year.
Where full alignment has not yet been achieved, the Company continues to review its governance arrangements
to actively progress towards full compliance. A detailed explanation of the current position and areas for
development is given below. The Company’s website disclosures can be found under the Aim Rule 26 section of
the Company’s website.
Further information and governance disclosures can be found in the AIM Rule 26 section of the Company’s
website: https://www.nativoresources.com/aim-rule-26/
Principles
Disclosure
1. Establish a purpose, strategy and
business model which promotes long-term
value for shareholders
a) Explain the Company’s purpose, business model and strategy
including key challenges in their execution.
Comment:
a) See the Strategic Report on pages 4-5 and the Company’s website for further information on the Company’s
purpose.
The Company’s purpose is to create value for shareholders through identifying cash generative opportunities in
the extraction of natural resources which have the potential to deliver significant growth.
2. Promote a corporate culture that is
based on ethical values and behaviours
a) Describe the desired Company culture within the strategic report.
How is the desired corporate culture supportive of the Company’s
purpose, strategy, and business model? How is the tone from the top
(board, chief executive, and senior management) supportive of this
culture? How does the Board assess and monitor corporate culture
and how were any actions which notably deviated from what is
expected addressed?
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Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Comment:
a) The Directors are committed to delivering shareholder value in an ethical, safe and respectful manner. These
values and behaviours are applied across the Board and the Company as a whole. The Board is mindful of the
industry and jurisdictions in which the business operates in and takes all issues of ethical behaviours seriously.
These behaviours are instilled throughout the organisation. The importance of delivering success in a safe
environment is integral to achieving sustainable success.
Governance structures and processes that are fit for purpose and support good decision-making by the Board are
maintained. Policies, procedures are in place and best practice is supported.
Issues of bribery and corruption are taken very seriously. The Company has a zero-tolerance approach to bribery
and corruption and has an anti-bribery and corruption policy in place to protect the Company, its employees and
those third parties with which the business engages with. Employee are required to comply with the policies.
There are financial controls across the business to ensure ongoing monitoring and early detection of anti-bribery
and corruption.
A whistleblowing policy is in place, which enables staff to raise any concerns in confidence.
3. Seek to understand and meet
shareholder needs and expectations
a) Describe the shareholder engagement activities, including
the topics discussed and actions taken in response.
b) Provide appropriate quantitative and qualitative reporting
of the Company’s environmental and social matters to meet
investor needs and expectations.
Comment:
a) Copies of our Annual Report, Notice of Annual General Meetings (“AGM”) and the interim report are
available to all shareholders and can be downloaded from the investors section of our website.
We engage with shareholders through updates to the Market via regulatory news flow (“RNS”) on
matters of a material substance and regulatory nature.
Our AGM is an annual opportunity for shareholders to meet with the Board and to receive a full update
on the Company’s business and strategy. All shareholders are provided with an opportunity to ask
questions and raise issues during the formal business or more informally following the meeting. At the
AGM, separate resolutions are proposed on each substantial issue. For each proposed resolution,
shareholders are provided with an opportunity to vote in advance of the AGM by proxy if they are unable
to vote in person. Our registrars, MUFG Corporate Markets, count the proxy votes which are properly
recorded, and the results of the AGM are announced through an RNS.
The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored and
that approvals sought at the Company’s AGM are to the extent possible within the recommended
guidelines of the QCA Code.
Shareholders with queries should email info@nativoresources.com
b) The Company is working towards providing appropriate quantitative and qualitative reporting of its
environmental and social matters to meet investor needs and expectations.
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Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
4. Take into account wider stakeholder
interests, including social and
environmental responsibilities, and their
implications for long-term success
a) Describe the environmental and social issues that the Board
has identified as being material to the Company with
reference to its purpose, strategy, and business model.
b) Set out any relevant associated KPIs that are used for
tracking performance on such matters and, where relevant,
key forward-looking targets that have been established.
Comment:
a) The Board’s primary goal is to create shareholder value in a responsible way that serves all stakeholders.
The Board considers its key stakeholders to be its employees, customers, shareholders, suppliers and the
communities and environment in which the Group operates. We value the feedback we receive from our
stakeholders, and we try to ensure that, where possible, their wishes are duly considered.
b) The Board at year-end reviews Company performance against a set of KPIs to establish, if any, year-end
bonus is to be awarded. The KPIs follow key value-creating aspects of the business and include indicators
for 2025.
5. Embed effective risk management,
internal controls and assurance activities,
considering both opportunities and threats,
throughout the organisation
a) Describe how the Board has embedded effective risk management,
internal controls and assurance activities in order to execute and
deliver strategy. This should include a description of what the Board
does to identify, assess and manage risk and how it gets assurance
that the risk management and related control systems in place are
effective.
b) Risk and control information should be disclosed as required in
the strategic report and corporate governance statements, including
the non-financial reporting narrative.
c) Explain the Company’s governance around climate-related risks
and opportunities; the process for identifying, assessing and
managing climate-related risks and how these processes are
integrated into the Company’s overall risk management framework.
d) Explain how the Audit Committee has monitored and formally
considered auditor independence during the corporate reporting
cycle.
Comment:
a) The Company’s approach to the management and identification of risk is set out in the Risks section of
the Strategic Report on page 11. The Company encourages a culture of risk awareness. Risks are
reviewed by the Audit Committee and the Board.
b) See the Risks section of the Strategic Report on page 11.
c) The Company is working towards reporting on its governance around climate-related risks and
opportunities.
d) The Audit Committee formally assesses the independence of the Company’s auditors on an annual basis.
19
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
6. Establish and maintain the Board as a
well- functioning, balanced team led by the
chair
a) Identify each Director and describe the relevant experience,
skills, and capabilities that each Director has brought to the
Board’s agenda during the year.
b) Explain how the Board contains (or will contain) the
necessary mix of experience, skills, and capabilities –
including with reference to diversity characteristics.
c) Identify those Directors who the Board considers to be
independent; where there are grounds to question the real,
or perceived independence of a Director, this must be
explained.
d) Describe the time commitment required from Directors
(including Non-Executive directors as well as part-time
executive directors, if any) and any restrictions on both
executives and non-executives with respect to assuming
external roles.
e) Include the number of meetings of the Board (and any
committees) during the year, together with the attendance
record of each Director.
f)
Where performance-related remuneration for non-executive
directors has been introduced, the company must disclose
how it has consulted its shareholders and how their support
was obtained.
20
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Comment:
a) Information on each of the Directors is provided on page 29. All of their details can also be found on the
Company’s website.
Although the QCA Code recommends that all Directors be presented for re-election annually, the Board, given its
current small size, considers this approach inappropriate at this stage. Frequent re-elections could disrupt leadership
continuity, which is crucial for a small company navigating growth or strategic changes. However, this decision will
remain under review.
b) The Board of Directors covers a range of experience and skills. The Board has significant international, industrial,
financial and governance experience, possessing the necessary mix of experience, skills, personal qualities and
capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long-term.
Each of the Directors on the Board has considerable experience and has demonstrated skills which are
complementary, independent and sufficient to cover all of the requirements of the Board.
c) The Board includes one independent Non-Executive Director (“INED”) (considered independent in terms of
character and judgement). The Company is mindful of diversity although Board appointments are made with the
primary aim of ensuring that the candidate offers the required skills, knowledge and experience.
On 1 May 2025 the Chair transitioned from Non-Executive Chair to Executive Chair. This change was made given
the size, structure, operational needs and strategic opportunities of the Company, and the fact that the Chair had
been providing considerable additional support to the Executive, it was appropriate for the Chair to take an executive
role to commit more time and provide further support to the Executive.
For full background refer to page 29 and the Company’s website.
d) The Executive Directors will be expected to devote substantially the whole of their time to their duties with the
Company. NEDs have a lesser time commitment which is set out in their letter of appointment. The Chair is spending
additional time on the organisational aspects of the Company and the running of the business.
There is no formal policy restricting the Directors’ external appointments, save appointments to direct competitors,
however each Director discusses with the Chair any proposed additional appointments prior to being appointed and
it is presented to full Board for approval.
e) See page 27.
f) NEDs are not awarded any performance related pay.
21
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
7. Maintain appropriate governance
structures and ensure that individually and
collectively the Directors have the necessary
up to date experience, skills and capabilities
a) Explain how each Director keeps their skillset up to date, setting
out how the Company provides the necessary resources for updating
and developing each Director’s knowledge and skills.
b) Set out any Board sub-committees that have been established to
facilitate more focused discussions and/or oversight of particular
subject matters.
c) Where the Board or any committee has sought external advice on
a significant matter, this must be described and explained.
d) Where external advisers to the Board or any of its committees
have been engaged, explain their role.
Comment:
a) The Board is kept abreast with developments of governance and AIM regulations. The Company Secretary
provides updates on governance issues and the Company’s NOMAD provides Board AIM Rules updates as well
as the initial training as part of a new Director’s onboarding.
The Directors have access to the Company’s advisers as and when required and are able to obtain advice from
other external bodies when necessary.
b) The Audit Committee assists with the Board’s oversight of the integrity of the financial reporting and the
independence and performance of the Company’s Auditor.
The Remuneration and Nominations Committee consider all material elements of remuneration, including the
Executive Directors’ remuneration and performance. In addition, the Committee meets as and when required to
consider matters related to succession planning and new nominations to the Board.
c) During 2024, the Board have used some external professional advisers in respect of various segments of its
business where it was felt that external advice was required, notably in relation to remuneration policy.
d) The Directors have access to the Company’s Nominated Advisor, Company Secretary and lawyers and are able
to obtain advice from other external bodies as and when required.
The Directors are in regular dialogue with the Company’s Nominated Adviser. The Nominated Adviser provides
ongoing advice on matters pertaining to the Company’s compliance with the AIM Rules for Companies.
The Company Secretary advises on corporate governance, arranges, attends and minutes all Board and committee
meetings. The Company Secretary works closely with the Non-Executive Chairman, Board members, and advisers
of the Company as and when required.
Lawyers are engaged to provide legal advice when required by the management team and by the Board or
committees.
22
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
See pages 24-25 for a high level summary of the functions of the Board, the performance of the Board and Matters
Reserved for the Board.
8. Evaluate Board performance based on
clear and relevant objectives,
seeking continuous improvement
a) Include a high-level explanation of the Board performance
effectiveness process.
b) Set out when the last externally facilitated board review took
place and when the next one is planned for. Where an externally
facilitated review has not taken place and there are no plans to have
one, this must be explained.
c) Where a Board performance evaluation has taken place in the
year, provide a brief overview of it, how it was conducted and its
results and recommendations. Progress against previous
recommendations should also be addressed.
d) Provide an outline description of the succession planning process
including any indicative timelines for expected appointments (to the
extent practicable).
Comment:
a) The directors consider seriously the effectiveness of the Board, Committees and individual performance. Whilst
the Company has not undertaken a formal Board evaluation in the year, regular considerations is given by the
Board to its performance to ensure the requirements of the business are met. Given the recent changes to the
Board and future changes to be made, Board continues to assess the best timing to conduct an evaluation review.
b) As set out above.
d) The Board as a whole is mindful of the need for succession planning, however, given the changes to the Board
in 2024 a review was not held but will be kept under consideration.
23
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
9. Establish a remuneration policy
which is supportive of long-term value creation
and the Company’s purpose, strategy and
culture
a) Explain how the remuneration structure and practice supports the
delivery and attainment of the Company’s purpose, business model,
strategy and culture.
Comment:
a) The Company has a Remuneration Policy in place.
Pay structures for the Executive are simple and easy to understand.
The Remuneration Report on page 30.
10. Communicate how the Company is
governed and is performing by maintaining
a dialogue with shareholders and any other key
stakeholders
a) Within the corporate governance report, reflect on challenges
experienced in the year and signpost to how these were addressed at
the Board and whether any changes were made to Board structure or
process.
b) Include an audit committee report (or equivalent report if such
committee is not in place).
c) Include a remuneration committee report (or equivalent report if
such committee is not in place).
d) If the Company has not published one or more of the disclosures
set out under Principles 1-10, the omitted disclosures must be
identified and the reason for their omission explained.
Comment:
a) The Board retains ultimate accountability for governance and is responsible for monitoring the activities of the
Executive. The Chair has the responsibility for ensuring that the Board discharges its responsibilities. No one
individual has unfettered powers of decision.
The Chair is responsible for facilitating full and constructive contributions from each member of the Board in
determination of the Group’s strategy and overall commercial objectives.
The Board maintains a healthy dialogue between it and its stakeholders including its shareholders. The Chair is
primarily responsible for communicating with shareholders.
Copies of the Company’s report and accounts, and all other shareholder communications are maintained on the
Company’s website.
b) See page 25.
c) See page 26.
d) The Company has published all of the disclosures set out under Principles 1-10.
24
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
The Board
The Board comprises an Executive Chair, one Non-Executive Director, and the Chief Executive Officer (“CEO”).
The Board has significant industry, financial, public markets and governance experience, possessing the necessary
mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit
of the shareholders over the medium to long-term.
The roles of the Chair and CEO are split. The Chair has the responsibility of ensuring that the Board discharges
its responsibilities and is also responsible for facilitating full and constructive contributions from each member of
the Board in determination of the Group’s strategy and overall commercial objectives. On 1 May 2025 the Chair
transitioned from Non-Executive Chair to Executive Chair. This change was made given the size, structure,
operational needs and strategic opportunities of the Company, and recognising that the Chair had been
providing additional support to the Executive, it was appropriate for the Chair to take an executive role in order
to be able to commit more time and provide further support to the Executive.
The CEO leads the business and the Executive ensuring that strategic and commercial objectives are met. The
CEO is accountable to the Board for the operational and financial performance of the business.
The Board as a whole is kept abreast with developments of governance and AIM regulations. The Company’s
lawyers provide updates on governance issues as required and the Company’s NOMAD provides Board room
updates as well as the initial training as part of a director’s onboarding.
The Directors have access to the Company’s NOMAD, Company secretary, lawyers and auditors and are able to
obtain advice from other external bodies as and when required.
The 2024 performance of the business and its staff is measured across both financial and operational functions
and is captured in a corporate scorecard. The scorecard is made up of various KPIs and is tracked throughout the
year. The Board and executives’ performance within the year was judged on the delivery of certain desired
outcomes.
Christian Yates, Chair, was appointed to the Board in January 2022 as an independent non-executive director and
then assumed the role of Non-Executive Chair in November 2023, and then transitioned to Executive Chair in
May 2025. Christian brings to the Board considerable experience within the renewables and related sectors,
including solar PV, wind, waste to energy and battery energy storage systems (“BESS”).
Stephen Birrell, CEO, was appointed to the Board in November 2023. Stephen is a geologist and has worked in
the upstream oil and gas industry for over 35 years, with a particular focus on development across multiple
jurisdictions, additionally he has a strong base in natural resources.
Andrew Donovan was appointed as an independent non-executive director in September 2024. He is a Chartered
Accountant, having trained with Arthur Andersen. He has considerable investment banking experience, having
worked on numerous transactions at Schroders, Citi, Lexicon Partners, Evercore Partners, and Schroders
Greencoat over the past 29 years. He currently serves as a Non-Executive Director on the board of Gresham House
Renewable Energy VCT2.
Martin Hull resigned as a director in October 2024.
James Parsons stepped down as a director of the Company at the AGM in June 2024.
25
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Board Performance
The Directors consider seriously the effectiveness of the Board, committees and individual performance. The
Board meets formally at least five times a year, with ad hoc Board meetings as the business demands. There is a
strong flow of communication between the Directors, in particular the relationship between the CEO and the
Chair. The agenda is set with the consultation of both the CEO and Chair, with consideration being given to both
standing agenda items and the strategic and operational needs of the business. Resulting actions are tracked for
appropriate delivery and follow up.
In addition to the above, the Directors have a wide knowledge of the business and requirements of Directors’
fiduciary duties. The Directors have access to the Company’s NOMAD and auditors if and when required. They
are also able, at the Company’s expense, to obtain advice from external bodies if required.
During the year, the Board continuously strived to further strengthen the governance structure already in place.
Regular consultations are held with the Company’s NOMAD, Company Secretary and lawyers in respect of
compliance with the QCA Code, Companies Act and other statutory requirements, and to ensure that best practices
are followed. An effective investor relation strategy was maintained and regulatory disclosure obligations were
met, through a consistent flow of news releases to the market. All members of the Board are well acquainted with,
and understand global regulations on, ethical business practices and ensure that adequate internal policies and a
supervisory mechanism is established in the business, through senior management. Whilst being mindful of the
size and stage of development of the Company, the Board reviews and ensures the highest level of governance is
maintained at all levels.
Matters Reserved for the Board
The Directors adopted a schedule of those matters that should be reserved for the Board. Those matters include:
•
Approval of the Group’s strategy and objectives;
•
Approval of the Group budgets, including operating and expenditure budgets;
•
Growth of activities into new business or geographical locations;
•
Material changes to the Group’s structure and management; and
•
Changes to the Company’s listing, governance or business processes.
•
Board Committees
The Board has established an audit committee, a remuneration and a nominations committee. At present, a
decision has been made not to establish an HSE committee due to the fact that the Company is still in the
development stage. Any HSE matters are dealt with within the Board meetings.
Audit Committee Report
Current Committee membership: Andrew Donovan, Christian Yates
Andrew joined the Audit Committee as Chair in September 2024. Martin Hull had chaired the committee until
Andrew’s appointment, at which point he stepped down from the committee. The committee generally meets up
to four times a year. The committee has engaged MAH Chartered Accountants to act as external auditors and they
are also invited to attend committee meetings, unless they have a conflict of interest. The CEO also joins the Audit
Committee meetings by invitation.
26
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
An important part of the role of the committee is its responsibility for reviewing and monitoring the effectiveness
of the Group’s financial reporting, internal control policies, and procedures for the identification, assessment, and
reporting of risk. The Audit Committee is also responsible for overseeing the relationship with the external auditor.
The main functions of the audit committee include:
•
Reviewing and monitoring internal financial control systems and risk management systems on which the
Company relies;
•
Considering annual and interim accounts and audit reports; and
•
Making recommendations to the Board in relation to the appointment and remuneration of the
Company’s auditor as well as annually reviewing and monitoring their independence, objectivity, and
effectiveness.
During 2024 and 2025 the Audit Committee:
•
Met with the Company’s auditor;
•
Approved the audited year end and interim financial statements;
•
Recommended to the Board the re-appointment of MAH, Chartered Accountants as auditor of the
Company;
•
Reviewed the Audit Committee’s terms of reference; and
•
Consider the risk register and manual of authorities.
Remuneration Committee report
Current Committee membership: Andrew Donovan and Christian Yates
Following James Parsons stepping down from the Board at the 2024 AGM, Christian re-assumed the position of
chair of the Remuneration Committee. Christian had chaired the committee prior to November 2023 when James
had taken over for the period until his departure in June 2024. Following Christian’s appointment as Executive
Chair on 1 May 2025, he stood down as chair of the committee and Andrew took the position as chair.
The Committee usually meet at least twice annually. During the year ended 31 December 2024, the committee
met five times.
Nominations Committee report
Current Committee membership: Andrew Donovan and Christian Yates
Following James Parsons stepping down from the Board, Christian re-assumed the position of chair of the
committee. Christian had chaired the Committee prior to November 2023 when James had taken over for the
period until his departure in June 2024. Martin Hull joined the committee as a member, until September 2024
when he stood down and Andrew was appointed to join the committee. Following Christian’s appointment as
Executive Chair, he stood down as chair of the committee and Andrew took the position as chair.
The Nominations Committee is responsible for Board recruitment and succession planning, keeping under review
the leadership of the organisation and ensuring that the Board has the right skillset required for the business.
During 2024 the Committee did not formally meet.
27
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
The Directors’ attendance at scheduled Board meetings and committee meetings during 2024 is detailed in the
table below:
*Ad hoc meetings are called for specific matters, generally of a more administrative nature not requiring full
Board attendance.
1. Andrew Donovan was appointed on 26 September 2024
2. Martin Hull resigned on 31 October 2024
3. James Parsons resigned on 26 June 2024
Year ended 31 December
2024
Board
(scheduled)
Board
(ad hoc*)
Audit
Committee
Remuneration
Committee
Nominations
Committee
Number of meetings held
5
24
2
5
0
Christian Yates
5
24
2
5
Stephen Birrell
5
24
-
-
Andrew Donovan1
1
5
-
2
Martin Hull2
4
22
2
1
James Parsons3
2
12
-
2
28
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Health, Safety and Environment Review 2024
Nativo is committed to conducting its business and operations in a manner that safeguards the health of
employees, contractors and the public, and minimises the impact of operations on the environment.
The Company is committed to ensure that these objectives are achieved through:
-
Providing all employees with training of a high standard and only using equipment that is certified
and appropriate for its scope;
-
Using only qualified contractors, who can work to the highest possible HSE standards;
-
Ensuring near-misses and incidents, whether Nativo or partner operated, are fully investigated
and improvements implemented;
-
Fostering a working culture where openness and reporting leads to standout operational and health,
safety and environmental performance; and
-
Working with our operating partners to make sure that health and safety hazards and
environmental impacts have been fully assessed and appropriately mitigated.
HSE performance is reported to the Board, which ensures that appropriate resources are provided to achieve
these objectives in full. Where the Company participates in, but does not operate joint ventures, it seeks to
ensure that similar standards are adopted by its operators. These commitments are in addition to our basic
obligation to comply with applicable laws and regulations where we work.
29
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Board of Directors
Christian Yates
Executive Chair (as of 1 May 2025)
Christian joined the Company in January 2022 and was appointed Chair in November 2023. He has
extensive operational leadership experience at Chief Executive and Board level acquired during a
wide-ranging career in fund management, private equity and growth companies. Sector experience
includes renewable energy (solar, wind, BESS), real estate, alternative investments, wealth
management, institutional fund management and hospitality. He is an experienced member of Audit
& Risk, Nominations and Remunerations Committees.
Christian is Chair of Gresham House Renewable Energy VCT 2 plc, one of two listed investment
companies he co-founded in 2010.
Christian is a member of the Audit, Remuneration and Nominations Committees.
Stephen Birrell
Chief Executive Officer
Stephen was appointed to the Board in November 2023. Stephen is a geologist with a base in natural
resources and has worked in the upstream oil and gas industry for over 35 years, with a particular
focus on development across multiple jurisdictions with Britoil, BP and Elf and Sterling Resources,
where he discovered and initiated the development of the Black Sea gas field complex, Ana/Doina
in Romania. Stephen has a BSc Honours in Applied Geology and is a member of the Association of
International Energy Negotiators and the Society of Petroleum Engineers.
Stephen is also a Non-Executive Director of Live Company Group plc, Expedez Financial
Services Limited and Ossian Energy Limited.
Andrew Donovan
Non-Executive Director
Andrew is a Chartered Accountant, having started his career at Arthur Andersen, before moving into
corporate finance. He has worked on numerous transactions in the renewable energy and wider
utilities sectors at Schroders, Citi, Lexicon Partners, Evercore Partners and Schroders Greencoat
over almost 30 years. He has also been involved in the development of solar projects and battery
storage projects in the UK. He currently serves as a Non-Executive Director on the Board of
Gresham House Renewable Energy VCT2.
Martin Hull
Non-Executive Director
Martin resigned from the Board on 31 October 2024
James Parsons
Non-Executive Director
James resigned from the Board on 26 June 2024.
Executive Team
Christian Yates
Executive Chair
Stephen Birrell
Chief Executive Officer
30
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Directors’ Remuneration Report
The Remuneration Committee, along with the Board as a whole, is committed to attracting and
retaining talent to ensure the success of the Company. The Remuneration Committee works to
ensure that the policies and framework are in place to reward staff for achievements and targets met,
which in turn creates value for shareholders.
The Company offers a fixed remuneration package of salary, pension and certain benefits. In
addition, there is a discretionary bonus award and EMI/share option scheme in place. As the
business grows, it may consider implementing a performance related LTIP for senior executives
and executive directors.
Stephen Birrell’s contract contains a six month notice period.
The bonus and option awards are presented to the remuneration committee by the CEO for approval.
The bonus awards are made to individuals taking account of their own performance and the
Company’s performance as a whole over the previous year. Members of the executive team have
their level of bonus reviewed in line with their individual scorecards that are agreed at the beginning
of the financial year. The amount of bonus and options awarded is set within a pre-agreed range for
each level of staff.
Any bonus awards and options made to the CEO are agreed by the remuneration committee and are
discretionary based on individual and Company performance.
A pension scheme is provided to all employees into which, subject to certain criteria, the Company
contributes 8% of the individual’s base salary.
Chair and Non-Executive Directors’ Fees
The fees paid to the Chair and Non-Executive Directors are set at a level both in line with the market
and to appropriately reward and retain individuals of high calibre. The fees paid reflects the level
of commitment and contribution to the Company.
Fees are paid monthly in cash and are inclusive of all committee roles and responsibilities.
Remuneration of Directors
Actual remuneration for the year in the Income Statement, which includes movements in
deferred salaries accrued:
Salary paid
(US $)
Movement in
deferred
salaries
(US $)
Share
option
charge
(US $)
Total
2024
(US $)
Total
2023
(US $)
Stephen Birrell
161,028
92,063
3,022
256,112
21,827
James Parsons
54,665
20,428
-
75,093
67,173
Christian Yates
97,098
40,574
-
137,672
45,631
Andrew Donovan
10,956
1,872
-
12,829
-
Martin Hull
58,939
-16,177
-
42,762
210,681
Total all directors
382,686
138,760
3,022
524,468
345,312
31
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Remuneration of Directors
Contractual entitlement for the year
Salary
(US $)
2024
Share
option
charge
(US $)
Total
2024
(US $)
Total
2023
(US $)
Stephen Birrell
243,304
3,022
246,326
21,827
James Parsons
66,750
-
66,750
99,151
Christian Yates
137,672
-
137,672
62,207
Andrew Donnovan
12,829
-
12,829
-
Martin Hull
42,762
-
42,762
289,150
Total all directors
503,317
3,022
506,339
472,335
Contractual entitlements not yet paid have been deferred. Included within accruals in the Group and Company
there is a balance of US $368,568 (2023: 233,770) related to deferred salaries.
Share Options Awards
Acquisition
Options Options held
Date of Exercisable
Price per
held at
at 31.12.24
Grant
Date
share
1.1.24
000’s
(cents)*
000’s
Martin Hull
24.10.19
11.12.23
7.90
12,000
-
Martin Hull
19.12.19
20.12.22
3.14
23,000
-
Martin Hull
28.01.21
28.01.22
0.89
8,000
-
Martin Hull
28.01.21
28.01.23
0.89
8,000
-
Martin Hull
28.01.21
28.01.24
0.89
8,000
-
Stephen Birrell
21.12.23
21.12.26
0.013
238,469
238,469
James Parsons
09.03.17
09.03.20
1.96
-
-
Share Options Awards
*Calculated at the exchange rate of US $1 to GBP £0.789.
No directors exercised options in the year ended 31 December 2024.
This Remuneration Report was approved by a duly authorised committee of the Board on 4th June
2025 and signed on its behalf by:
Christian Yates
Chair
32
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Directors’ Remuneration Policy
In order to encourage the delivery of the Company’s strategy, the main objectives of Nativo’s remuneration
policy (the “Remuneration Policy”) are:
•
To have a transparent, simple and effective remuneration structure which encourages the delivery
of Company targets in accordance with our strategic plan.
•
To motivate and retain people of high calibre by providing appropriate short- and long-term
variable pay which is dependent upon relevant performance conditions.
•
To promote the long-term success of the Company and ensure that our policy is aligned with the
interests of our shareholders.
•
To have a competitive remuneration structure which will attract new appropriately skilled
executives.
The Remuneration Committee follows the principles of good corporate governance in relation to the structure of
its Remuneration Policy and, accordingly, takes account of the QCA Code as adopted by the Board.
Directors’ Remuneration Policy
Element
Purpose and link to
strategy
Operation
Maximum
Potential
Performance
Measures
Base salary
To provide a competitive base
salary to attract, motivate and
retain Executive Directors with
the experience and capabilities
to achieve the strategic aims
and to attract, motivate and
retain Non-Executive Directors
with the experience and
business acumen to support
and/or challenge the executive
directors as appropriate.
Reviewed annually after
considering pay levels at
comparably sized listed
companies and sector peers;
the performance, role and
responsibility of each
Director; the economic
climate, market conditions
and the Company’s
performance; and the level of
pay across the Company as a
whole.
n/a
n/a
33
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Element
Purpose and link to
strategy
Operation
Maximum
Potential
Performance
Measures
Benefits
To provide market- competitive
benefits package.
Offered in line with market
practice, and may include a
car allowance, private
medical, income protection
and death in service
insurance.
For external and internal
appointments, the
Remuneration Committee
may agree that the Company
will meet certain relocation
expenses as it considers
appropriate.
n/a
n/a
Pension
To provide an appropriate level
of retirement benefit.
Workforce aligned pension
provision.
5% of salary
n/a
Annual bonus
To reward performance against
annual targets which support the
strategic direction of the
Company.
Awards are based on annual
performance, both Company
and personal, and are
normally payable in cash
and/or shares.
100% of salary for
the Executive Chair
100% of salary for
the CEO
Scorecard of
financial, strategy
execution,
governance,
regulatory
compliance and/or
alignment with
the best interests
of the Company.
Option plan
To drive and reward the
achievement of share price
growth and promote share
ownership for Executive
Directors.
Market priced options.
Vesting is normally over a
period of 3 years.
Awards may be subject to
malus / clawback provisions
at the discretion of the
Remuneration Committee.
Annual award as
determined by the
Remuneration
Committee
As options are
granted with a
market value
exercise price,
they may be
granted without
additional
performance
conditions.
As the business grows it may consider implementing a performance related LTIP for senior executives and executive directors.
34
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
Element
Purpose and link to
strategy
Operation
Maximum
Potential
Performance
Measures
LTIP
To drive and reward the
achievement of longer-term
objectives, support retention
and promote share ownership
for Executive Directors.
Conditional shares and/or nil
cost or nominal cost share
options. Vesting is normally
subject to the achievement of
challenging performance
conditions, normally over a
period of 3 years.
Dividend equivalents may be
awarded to the extent awards
vest. Awards may be subject
to malus / clawback
provisions at the discretion of
the Committee.
Appropriate % of
salary awards for
the Executive Chair
& CEO to be
determined when
implementing
Performance
metrics will be
linked
to financial and/or
share price and/
or strategic and/or
governance or
regulatory
Shareholding
Guidelines
To promote share ownership for
Executive Directors.
Executive Directors are
expected to build a
shareholding in the Group
over time by retaining the net
of tax value from share
awards that vest.
No minimum
shareholding level
currently set, but
may be introduced
in the future
n/a
Non- executive
Directors
The fees for the Non-Executive
Directors are agreed by the
Executive Directors
Fees are reviewed
periodically taking into
account the level of
responsibility, relevant
experience.
Fees may include a basic fee
and additional fees for further
responsibilities. Fees are paid
in cash.
n/a
n/a
Service Contracts
The service contract of the Executive Directors continues unless and until terminated by either the individual or
the Company giving at least 6 months’ notice.
Recruitment remuneration policy
For external candidates, it may be necessary to make additional awards in connection with the recruitment to
buy-out awards forfeited by the individual on leaving a previous employer.
For any buy-outs, the Company will not pay more than is, in the view of the Committee, necessary and will in
all cases seek, in the first instance, to deliver any such awards under the terms of the existing Annual Bonus
and/or Share Option Plan. It may, however, be necessary in some cases to make buy-out awards on terms that
are more bespoke.
35
Nativo Resources PLC
Corporate Governance Statement for the Year Ended 31 December 2024
All buy-outs, will take due account of the service obligations and performance requirements for any
remuneration relinquished by the individual when leaving a previous employer. The Remuneration Committee
will seek (where it is practicable to do so) to make buy-outs subject to what are, in its opinion, comparable
requirements in respect of service and performance.
Termination/change of control policy summary
Incentives
If a leaver is deemed to be a ‘good
leaver’; for example, leaving through
injury or disability, redundancy,
retirement ill-health, sale or transfer
of business or otherwise at the
discretion of the Committee
If a leaver is not a ‘good
leaver’
Change in control
Annual bonus
The Remuneration Committee has
discretion to determine an annual bonus
which may be limited to the period
actually worked.
Annual bonus not generally
paid.
Remuneration Committee
has discretion to
determine annual bonus.
Options
Options will be exercisable for six months
from cessation based on a time pro-rated
extent.
May only be exercised in
relation to the proportion and
within such period as
determined by the
Remuneration Committee
As ‘good leaver’
On death, the Option Grants, may be exercised by personal representatives within the period of twelve months
beginning with the date of death subject to the satisfaction of any performance-related condition.
The Company has the power to enter into settlement agreements with Directors and to pay compensation to
settle potential legal claims. The Company may make a contribution towards that individual’s legal fees and fees
for outplacement services as part of a negotiated settlement.
Malus and clawback
Malus (being the forfeiture of unpaid or unvested awards) and clawback (being the ability of the Company to
claim repayment of paid amounts) provisions apply to the Annual Bonus and Option Plan in certain
circumstances (e.g. material misstatement of accounts, miscalculation of vesting/payouts and conduct that would
or could justify summary dismissal). Normally, clawback can operate for up to three years following the vesting
of an award.
36
Nativo Resources PLC
Directors Report for the Year Ended 31 December 2024
Directors’ Report
The Directors submit their report and accounts for the financial year ended 31 December 2024. The comparative
period is the year ended 31 December 2023.
Principal Activities
Nativo’s purpose is to create value for shareholders through identifying cash generative opportunities in the
extraction of natural resources which have the potential to deliver significant growth.
Nativo has interests in gold mining and exploration projects in Peru. Through a 50:50 JV established in July
2024 with an experienced local partner, 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.
In March 2025, Boku signed an option agreement to evaluate the opportunity to recover and sell gold and silver
from the Toma La Mano tailings deposit in the Ancash region, redepositing the tailings in line with legislation.
In April 2025, Nativo acquired directly a 100% interest in the Morrocota Gold Mine, proximal to the Tesoro
Gold Concession.
Future Developments
The Company is investigating other similar regional tailings opportunities. Longer-term, the Company plans to
establish its own gold ore processing plant to retain a higher margin from production at its mines.
Results and Dividends
Turnover for the year, all in the continuing operations, was US $44,000 (2023: US $nil), and the loss before tax
from continuing operations was US $2.2 million (2023: US $4.1 million). The Directors have not declared any,
dividend in respect of the year ended 31 December 2024 (2023: US $nil).
Directors
The Directors who served during the period were as
follows:
Christian Yates (appointed 17 January 2022)
Stephen Birrell (appointed 13 November 2023)
Andrew Donovan (appointed 26 September 2024)
Martin Hull (resigned on 31 October 2024)
James Parsons (resigned 26 June 2024)
Directors’ Insurance
The Group has taken out an insurance policy to indemnify the Directors and Officers of the Group against
liability when acting for the Group.
37
Nativo Resources PLC
Directors Report for the Year Ended 31 December 2024
Auditor
Each person who is a Director at the date of approval of this annual report confirms to the best of their
knowledge that:
-
so far as the Director is aware, there is no relevant audit information of which the Company’s
auditor is unaware; and
-
the Director has taken all steps that he ought to have taken as a Director to make
himself aware of any relevant audit information and to establish that the auditor is aware
of that information.
-
This information is given and should be interpreted in accordance with the provisions
of s418 of the Companies Act 2006.
A resolution to reappoint the auditor MAH, Chartered Accountants will be proposed at the next General
Meeting at which these accounts are laid.
Directors’ Shareholding and Interests in Shares
Directors and connected persons
No. of shares at 31 December 2024
Christian Yates
280,531
Stephen Birrell
690,637
Andrew Donovan
-
Martin Hull (resigned 31 October 2024)
600,000
James Parsons (resigned 26 June 2024)
-
Subsequent Events
Events which have occurred since 31 December 2024 are included in Note 30 to the attached financial
statements.
Going concern
The financial information for the year to 31 December 2024 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 Group incurred a loss of $2,247,205 during the year ended 31 December 2024 and, at that date, had
the net current liabilities of $1,475,449 and net liabilities of $9,015,706. As stated in note 2, these events
or conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s
ability to continue as a going concern.
Information Set Out in the Strategic Report
The Directors have chosen to set out the following information relating to the assessment of financial
risk on both page 11 of the Strategic Report, and in Note 23 of the Financial Statements.
Signed by order of the Directors
Stephen Birrell
Chief Executive Officer
4 June 2025
38
Nativo Resources PLC
Statement of Directors' Responsibilities
Directors are responsible for preparing the Strategic Report, the Directors’ Report, and the
Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under
that law, the Directors have elected to prepare the financial statements in accordance with UK-
adopted international accounting standards and applicable law. Under Company law, the Directors
must not approve the financial statements unless they are satisfied that they give a true and fair view
of the state of affairs of the Company and the Group and of the profit or loss of the Company and
the Group for that period.
In preparing these financial statements the Directors are required to:
-
Select suitable accounting policies and then apply them consistently;
-
Make judgements and accounting estimates that are reasonable and prudent;
-
State whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
-
Prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Company’s transactions and to disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that the financial statements comply
with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities. They are further responsible for ensuring that the Strategic Report, the Directors’
Report, other information included in the Annual Report and Financial Statements are prepared in
accordance with applicable laws in the United Kingdom. The maintenance and integrity of the
Company’s website is the responsibility of the Directors: the work carried out by the auditor does
not involve the consideration of these matters and accordingly, the auditor accepts no responsibility
for any changes that may have occurred in the accounts since they were initially presented on the
website. Legislation in the UK governing the preparation and dissemination of the accounts and the
other information included in the Annual Report may differ from legislation in other jurisdictions.
We confirm to the best of our knowledge:
-
The Financial Statements, prepared in accordance with the relevant financial reporting
framework, give a true and fair view of the assets, liabilities, financial position and profit
or loss of the Company and the undertaking included in the consolidation taken as a whole.
-
The Strategic Report includes a fair review of the development and performance of the
business and the position of the Company and the undertakings included in the
consolidation taken as a whole, together with a description of the principal risks and
uncertainties that they face.
The Annual Report and Financial Statements, taken as a whole, are fair, balanced, understandable and
provide the information necessary for shareholders to assess the Company’s performance, business model
and strategy.
Stephen Birrell
Chief Executive Officer
4 June 2025
39
Nativo Resources PLC
Independent Auditor's Report to the Members of Nativo Resources PLC
Opinion
We have audited the financial statements of Nativo Resources PLC (the parent company) and its subsidiaries (the
“group”) for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Statements of Financial Position, the Consolidated and Parent Statements of
Changes in Equity, the Consolidated and Parent Statements of Cash Flows and notes to the financial statements,
including a summary of significant accounting policies. The financial reporting framework that has been applied
in the preparation of the financial statements is applicable law and UK adopted International Accounting
Standards.
In our opinion the financial statements,
•
give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December
2024 and of the Group’s loss for the year then ended;
•
have been properly prepared in accordance with UK adopted International Accounting Standards; and
•
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicate that the group incurred a loss of $2,247,205
during the year ended 31 December 2024 and, at that date, had the net current liabilities of $1,475,449 and net
liabilities of $9,015,706. As stated in note 2, these events or conditions indicate that a material uncertainty exists
that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’
assessment of the entity’s ability to continue to adopt the going concern basis of accounting included a critical
assessment on budgets, including challenging models and undertaking stress tests, and a detailed discussion with
management on the key cashflow pinch points, including loan repayments and funding available to the Group.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we looked at where the Directors made subjective judgments, for example in
respect of significant accounting estimates that involved making assumptions and considering future events that
are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal
controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of
material misstatement due to fraud.
40
Nativo Resources PLC
Independent Auditor's Report to the Members of Nativo Resources PLC (continued)
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the Group and the Company, the accounting
processes and controls, and the industry in which they operate.
The Group financial statements are a consolidation of a number of reporting units and components, comprising
the Group’s operating businesses and holding companies.
We performed audits of the complete financial information of Nativo Resources PLC and Boku Resources SAC
which were individually financially significant and accounted for the vast majority of the Group’s revenue, profit
and loss, assets and liabilities. We also performed specified audit procedures over certain account balances and
transaction classes that we regarded as material to the Group or subject to audit risk across the other reporting
units and components. We have overall coverage of 100% of Group loss before tax, revenue, total assets and total
liabilities.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all
risks identified by our audit.
Key audit matters
How our audit addressed the key audit matter
Acquisition of Boku Resources SAC (“Boku”)
The Group acquired a 50% interest in Boku in Peru
for consideration of $750,000 and has consolidated it
as a subsidiary.
There is a significant risk the acquisition has not been
correctly treated as a business combination under
IFRS 3 and that the 50% interest does not meet the
consolidation criteria under IFRS 10.
Our audit work in this area included:
•
We reviewed the documentation around the
acquisition and verified that the cost of
acquisition was $750,000.
•
We confirmed the existence and ownership of
the 50% interest by vouching to supporting
documentation
•
We checked and confirmed how the
consideration has been paid, as well as the
acquisition costs.
•
We
reviewed
the
joint
venture
and
shareholder agreements and confirmed that
the Group has sufficient power, control and
the right to receive variable returns from
Boku to meet the IFRS 10 criteria to be
consolidated as a subsidiary.
•
We checked and confirmed that there were no
significant pre-acquisition reserves or losses,
and no significant identifiable assets or
liabilities at the acquisition date, and that no
goodwill is recognised upon consolidation.
41
Nativo Resources PLC
Independent Auditor's Report to the Members of Nativo Resources PLC (continued)
Key audit matters
How our audit addressed the key audit matter
Going concern
The Group incurred a loss of $2,247,205 during the
year ended 31 December 2024 and, at that date, had
the net current liabilities of $1,475,449 and net
liabilities of $9,015,706.
These events or conditions indicate that a material
uncertainty exists that may cast significant doubt on
the Group’s ability to continue as a going concern and
there is a significant risk that the going concern basis
of preparation is not appropriate.
Our audit work in this area included:
•
A critical assessment of the detailed cash
flow projections prepared by the Directors,
which are based on future revenue and cash
injections, we also evaluated the sensitivity
analysis against this forecast.
•
We evaluated and challenged the key
assumptions in the forecast, which were
consistent with our knowledge of the business
and considered whether these were supported
by the evidence we obtained. We have
analysed the risks affecting the ability of the
Group and Company to continue to trade and
meet its liabilities as they fall due for at least
twelve months from the date of approval of
the Group and Company financial statements.
•
We examined the disclosures relating to the
going concern basis of preparation and found
that these provided an explanation of the
Directors’ assessment that was consistent
with the evidence we obtained.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures
and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a
whole.
Group financial statements
Company financial statements
Overall materiality
$42,000
$39,000
How we determined it
2% of the loss for the year
2% of the loss for the year
Rationale for benchmark applied:
The Group has limited revenues and assets and has incurred significant expenses in the year. We believe the loss
for the year is the primary measure used by the shareholders in assessing the performance of the Group and
Company and is a generally accepted auditing benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across components was between $7,500 and $9,000 (excluding
dormant companies).
42
Nativo Resources PLC
Independent Auditor's Report to the Members of Nativo Resources PLC (continued)
Other information
The other information comprises the information included in the annual report other than the financial statements
and our auditor’s report thereon. The Directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and parent company and its environment obtained
in the course of the audit, we have not identified material misstatements in the strategic report or the directors’
report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit
have not been received from branches not visited by us; or
•
the financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the group’s and parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent
company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below.
43
Nativo Resources PLC
Independent Auditor's Report to the Members of Nativo Resources PLC (continued)
Auditor’s responsibilities for the audit of the financial statements (continued)
The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations, was as follows:
•
the senior statutory auditor ensured the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
•
we focused on specific laws and regulations which we considered may have a direct material effect on
the financial statements or the operations of the Group, including AIM rules and the Companies Act
2006.
•
we assessed the extent of compliance with the laws and regulations identified above through making
enquiries of management and inspecting legal correspondence; and
•
identified laws and regulations were communicated within the audit team regularly and the team
remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining
an understanding of how fraud might occur, by:
•
making enquiries of management as to where they considered there was susceptibility to fraud, their
knowledge of actual, suspected and alleged fraud;
•
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.
To address the risk of fraud through management bias and override of controls, we:
•
performed analytical procedures to identify any unusual or unexpected relationships;
•
tested journal entries to identify unusual transactions;
•
assessed whether judgements and assumptions made in determining the accounting estimates set out in
Note 2 were indicative of potential bias;
•
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:
•
agreeing financial statement disclosures to underlying supporting documentation;
•
reading the minutes of meetings of those charged with governance;
•
enquiring of management as to actual and potential litigation and claims;
There are inherent limitations in our audit procedures described above. The more removed those laws and
regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.
Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations
to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if
any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may
involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
44
Nativo Resources PLC
Independent Auditor's Report to the Members of Nativo Resources PLC
Non-audit services
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or Company and
we remain independent of the Group and Company in conducting our audit. Our audit opinion is consistent with
the additional report to the audit committee.
Other matter
We were engaged to audit the financial statements for the year ended 31 December 2023 however we were not
able to express an opinion and we issued a disclaimer of opinion.
This was due to the lack of information and accounting records relating to the Group’s wholly owned subsidiaries
Eco Energy CDL Op Limited and Eco Energy TA Op Limited and the sale of the Santa Cruz operations in
Argentina. We were not able to obtain sufficient audit evidence over the results from discontinued operations, the
gain on disposal and the related disclosures.
However, we have reviewed the circumstances and the audit evidence available for the Group’s assets and
liabilities as at 31 December 2023 and have not identified any issues which affect the balances as at 31 December
2024 or the profit and loss for the year then ended. We note that the above subsidiaries were dormant in the current
year and did not have any significant assets or liabilities included within the Group’s Statement of Financial
Position as at 31 December 2023 or 2024.
Use of this report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Mohammed Haque (Senior Statutory Auditor)
For and on behalf of
MAH, Chartered Accountants,
Statutory Auditor
2nd Floor
154 Bishopsgate
London
EC2M 4LN
Date: 4 June 2025
45
Nativo Resources PLC
Consolidated Statement of Comprehensive Income for the
Year Ended 31 December 2024
Continuing operations
Note
2024
US $
2023 (Restated)
US $
Revenue
5
44,000
-
Cost of sales
(216,701)
-
Gross profit
(172,701)
-
Distribution costs
-
-
Administrative expenses
(1,418,959)
(1,218,489)
Other losses
7
3,289
(2,298)
Operating loss
(1,588,371)
(1,220,787)
Finance income
433,944
203,371
Finance costs
(1,092,778)
(3,068,100)
Net finance income/(cost)
8
(658,834)
(2,864,729)
Loss before tax
(2,247,205)
(4,085,516)
Taxation
13
-
-
Loss for the year
(2,247,205)
(4,085,516)
Minority interest adjustment
157,133
-
Loss for the year from continuing
operations
(2,090,072)
(4,085,516)
Discontinued operations
Profit/(loss) for the year after taxation from
discontinued operations
11
-
9,055,875
Profit/(loss) for the year
(2,090,072)
4,970,359
Other comprehensive income
Other comprehensive income to be
reclassified to profit or loss in subsequent
periods (net of tax)
Exchange difference on translating foreign
operations
-
1,634,560
Total comprehensive income for the year
(2,090,072)
6,604,919
Profit/(loss) attributable to:
Owners of the company
(2,090,072)
4,970,359
Profit/(loss) per share (US cents)
Basic
14
(0.01)
0.10
Diluted
(0.01)
0.10
46
Nativo Resources PLC
Consolidated Statement of Comprehensive Income for the
Year Ended 31 December 2024
Profit/(loss) per share (US cents) for
continuing operations
Basic
14
(0.01)
(0.08)
Diluted
(0.01)
(0.08)
The notes on pages 57 to 90 form an integral part of these financial statements
47
Nativo Resources PLC
(Registration number: 05483127)
Consolidated Statement of Financial Position as at 31 December 2024
Note
31 December
2024
US $
31 December
2023 (Restated)
US $
Assets
Non-current assets
Property, plant and equipment
16
32,599
1
Intangible assets
17
36,200
-
Right of use asset
18
-
41,958
68,799
41,959
Current assets
Trade and other receivables
21
178,996
94,459
Equity accounted investments
20
86,738
283,422
Cash and cash equivalents
22
46,073
83,127
311,807
461,008
Assets of disposal group held for sale
-
-
Total assets
380,606
502,967
Equity and liabilities
Equity
Share capital
25
(19,868,311)
(19,796,814)
Share premium
(86,177,203)
(84,123,447)
Capital contribution reserve
(7,212,492)
(7,212,492)
Foreign currency translation reserve
1,846,481
1,846,481
Warrant reserve
(263,273)
(510,732)
Share option reserve
(3,022)
(676,294)
Non-Controlling Interest
157,133
-
Retained earnings
120,536,393
119,370,074
Equity attributable to owners of the
company
9,015,706
8,896,776
Non-current liabilities
Loans and borrowings
26
(7,609,056)
(8,556,912)
(7,609,056)
(8,556,912)
Current liabilities
Loans and Borrowings
26
(1,133,337)
-
Current portion of lease liabilities
24
-
(44,078)
Trade and other payables
24
(653,919)
(798,753)
(1,787,256)
(842,831)
Total liabilities
(9,396,312)
(9,399,743)
Total equity and liabilities
(380,606)
(502,967)
48
Nativo Resources PLC
(Registration number: 05483127)
Consolidated Statement of Financial Position as at 31 December 2024
Approved by the Board on 4 June 2025 and signed on its behalf by:
.........................................
Stephen Birrell
Director
The notes on pages 57 to 90 form an integral part of these financial statements
49
Nativo Resources PLC
(Registration number: 05483127)
Company Statement of Financial Position as at 31 December 2024
Note
31 December
2024
US $
31 December
2023 (Restated)
US $
Assets
Non-current assets
Property, plant and equipment
16
1
1
Intangible assets
17
-
-
Right of use assets
18
-
41,958
Trade and other receivables
21
757,878
-
757,879
41,959
Current assets
Current investments
20
86,738
283,422
Trade and other receivables
21
61,334
94,459
Cash and cash equivalents
22
6,540
82,357
154,612
460,238
Total assets
912,491
502,197
Equity and liabilities
Equity
Share capital
25
(19,868,311)
(19,796,814)
Share premium
(86,177,871)
(84,123,447)
Capital contribution reserve
(7,212,492)
(7,212,492)
Foreign currency translation reserve
2,531,799
2,531,799
Warrant reserve
(263,273)
(510,732)
Share option reserve
(3,022)
(676,294)
Retained earnings
119,978,932
118,949,904
Total equity
8,985,762
9,161,924
Non-current liabilities
Loans and borrowings
26
(7,609,056)
(8,556,912)
Other non-current financial
liabilities
(551,331)
(264,378)
(8,160,387)
(8,821,290)
Current liabilities
Loans and Borrowings
26
(1,133,337)
-
Current portion of lease liabilities
24
-
(44,078)
Trade and other payables
24
(604,529)
(798,753)
Total liabilities
(9,898,253)
(9,664,121)
Total equity and liabilities
(912,491)
(502,197)
50
Nativo Resources PLC
(Registration number: 5483127)
Company Statement of Financial Position as at 31 December 2024
The Company has not presented its own profit and loss account. Its loss for the year was US $1,952,781 (2023:
US $4,662,557).
Approved by the board on 4 June 2025 and signed on its behalf by:
.........................................
Stephen Birrell
Director
The notes on pages 57 to 90 form an integral part of these financial statements
51
Nativo Resources PLC
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
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
-
(118,094,311)
(7,621,013)
Prior Year Adjustments (Note
31)
-
-
-
-
-
-
-
-
(1,275,763)
(1,275,763)
At 1 January 2024 (Restated)
19,796,814
-
84,123,447
7,212,492
(1,846,481)
676,294
510,732
-
(119,370,074)
(8,896,776)
Loss for the year
-
-
-
-
-
-
-
-
(2,247,205)
(2,247,205)
Discontinued operations
-
-
-
-
-
-
-
-
-
-
Minority Interest for Boku
-
-
-
-
-
-
-
(157,133)
157,133
-
Total comprehensive income
-
-
-
-
-
-
-
(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
-
-
-
3,022
At 31 December 2024
19,868,311
-
86,177,203
7,212,492
(1,846,481)
3,022
263,273
(157,133)
(120,536,393)
(9,015,706)
52
Nativo Resources PLC
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
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 2023
19,795,863
97,523
83,790,504
7,212,492
(3,481,041)
644,560
1,433,428
(125,263,129)
(15,769,800)
Loss for the year
-
-
-
-
-
-
-
(2,809,753)
(2,809,753)
Discontinued operations
-
-
-
-
-
-
-
9,055,875
9,055,875
Exchange reserve
-
-
-
-
1,634,560
-
-
-
1,634,560
Total comprehensive income
-
-
-
-
1,634,560
-
-
6,246,122
7,880,682
New share capital subscribed
951
(97,523)
332,943
-
-
-
-
-
236,371
Warrants issued
-
-
-
-
-
-
(36,756)
36,756
-
Warrants lapsed
-
-
-
-
-
-
(885,940)
885,940
-
Share based payments
-
-
-
-
-
31,734
-
-
31,734
At 31 December 2023
19,796,814
-
84,123,447
7,212,492
(1,846,481)
676,294
510,732
(118,094,311)
(7,621,013)
53
Nativo Resources PLC
Company Statement of Changes in Equity for the Year Ended 31 December 2024
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
US $
At 1 January 2024
19,796,814
-
84,123,447
7,212,492
(2,531,799)
676,294
510,732 (117,674,141)
(7,886,161)
Prior Year Adjustments (Note
31)
-
-
-
-
-
-
-
(1,275,763)
(1,275,763)
At 1 January 2024 (Restated)
19,796,814
-
84,123,447
7,212,492
(2,531,799)
676,294
510,732 (118,949,904)
(9,161,924)
Loss for the year
-
-
-
-
-
-
-
(1,952,781)
(1,952,781)
Exchange reserve
-
-
668
-
-
-
-
-
668
Total comprehensive income
-
-
668
-
-
-
-
(1,952,781)
(1,952,113)
New share capital subscribed
71,497
-
2,053,756
-
-
-
-
-
2,125,253
Warrants issued
-
-
-
-
-
-
321,278
(321,278)
-
Warrants lapsed
-
-
-
-
-
-
(568,737)
568,737
-
Share options lapsed
-
-
-
-
-
(676,294)
-
676,294
-
Share-based payments
-
-
-
-
-
3,022
-
-
3,022
At 31 December 2024
19,868,311
-
86,177,871
7,212,492
(2,531,799)
3,022
263,273 (119,978,932)
(8,985,762)
54
Nativo Resources PLC
Company Statement of Changes in Equity for the Year Ended 31 December 2023
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
US $
At 1 January 2023
19,795,863
97,523
83,790,504
7,212,492
(2,228,569)
644,560
1,433,428
(115,210,043)
(4,464,242)
Loss for the year
-
-
-
-
-
(3,386,794)
(3,386,794)
Exchange reserve
-
-
-
-
(303,230)
-
-
-
(303,230)
Total comprehensive income
-
-
-
-
(303,230)
-
-
(3,386,794)
(3,690,024)
New share capital subscribed
951
(97,523)
332,943
-
-
-
-
236,371
Warrants issued
-
-
-
-
-
-
(36,756)
36,756
-
Warrants lapsed
-
-
-
-
-
-
(885,940)
885,940
-
Share-based payments
-
-
-
-
-
31,734
-
-
31,734
At 31 December 2023
19,796,814
-
84,123,447
7,212,492
(2,531,799)
676,294
510,732
(117,674,141)
(7,886,161)
Share premium represents the amounts subscribed for share capital in excess of the nominal value of the shares issued, net of cost of issue.
Capital contribution reserve represents a contribution to group made as part of the 2022 debt restructuring, through forgiveness of debt.
Warrant reserve represents the cumulative fair value of share warrants granted which are not lapsed, cancelled or exercised.
Share options reserve represents the cumulative fair value of share options granted.
Foreign currency translation reserve arises on the retranslation of the prior period results and financial position of foreign operations into presentation currency.
Retained earnings represents the cumulative net gains and losses recognised in the income statement.
The notes on pages 57 to 90 form an integral part of these financial statements
55
Nativo Resources PLC
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
Note
2024
US $
2023 (Restated)
US $
Cash flows from operating activities
Profit/(loss) for the year on continued operations
(2,247,205)
(4,085,516)
Profit/(loss) for the year on discontinued operations
-
9,055,875
(2,247,205)
4,970,359
Adjustments to cash flows from non-cash items
Depreciation and amortisation
16,395
27,972
Impairment of intangible assets and goodwill
-
(372,433)
Loss from sales of tangible assets
(3,289)
2,298
Fair value losses of current investments
208,722
226,522
Finance income
8
(3,025)
(3,450)
Finance costs
8
884,056
916,292
Exchange differences
(401,670)
649,523
Share option issued and lapsed
(923,753)
-
Share based payment transactions
3,022
31,735
Minority Interest
157,133
-
Loss on disposal of investments
-
(8,232,617)
Total adjustments
(62,409)
(6,754,158)
Decrease/(increase) in inventory
-
-
Decrease/(increase) in trade and other receivables
21
(2,944)
675,092
(Decrease)/increase in trade and other payables
22
(38,255)
(1,538,208)
Total working capital movement
(41,199)
(863,116)
Net cash flow from operating activities
(2,350,813)
(2,646,915)
Cash flows from investing activities
Interest received
8
3,025
3,450
Acquisitions of property plant and equipment
-
-
Net cash flows from investing activities
3,025
3450
Cash flows from financing activities
Issue of share capital
2,125,253
235,463
Loans received
185,481
1,358,513
Net cash flows from financing activities
2,310,734
1,593,976
Net increase/(decrease) in cash and cash equivalents
(37,054)
(1,049,489)
Cash and cash equivalents at 1 January
83,127
1,132,616
Foreign exchange gains/(losses) on cash and cash equivalents
-
-
Cash and cash equivalents at 31 December
46,073
83,127
The notes on pages 57 to 90 form an integral part of these financial statements
56
Nativo Resources PLC
Company Statement of Cash Flows for the Year Ended 31 December 2024
Note
2024
US $
2023 (Restated)
US $
Cash flows from operating activities
Profit/(loss) for the year from continuing operations
(1,952,781)
(4,662,557)
Profit/(loss) for the year from discontinuing operations
-
-
Adjustments to cash flows from non-cash items
Depreciation and amortisation
16,395
27,972
Impairment charges
-
1,562,322
Exchange differences
(381,827)
649,523
Fair value loss
208,722
226,522
Profit from disposals of investments
1,383
(734,470)
Finance income
8
-
-
Share option issued and lapsed
(923,753)
-
Finance costs
8
884,056
916,292
Share based payment transactions
3,022
31,735
Total adjustments
(192,002)
2,679,896
Decrease/(increase) in amounts owing by subsidiary undertakings
(Increase)/decrease in trade and other receivables
21
(724,753)
139,719
(Decrease)/increase in trade and other payables
24
489,739
180,943
Net cash flow from operating activities
(2,379,797)
(1,661,999)
Cash flows from investing activities
Interest received
8
(6,754)
3,450
Purchase of intangible assets
-
-
Purchase of investments
-
-
Net cash flows from investing activities
(6,754)
3,450
Cash flows from financing activities
Issue of share capital
2,125,253
235,463
Loans received
185,481
1,358,513
Net cash flows from financing activities
2,310,734
1,593,976
Net increase/(decrease) in cash and cash equivalents
(75,817)
(64,573)
Cash and cash equivalents at 1 January
82,357
146,930
Cash and cash equivalents at 31 December
6,540
82,357
The notes on pages 57 to 90 form an integral part of these financial statements
57
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
1
General information
These financial statements are for Nativo Resources PLC (“the Company”) and subsidiary undertakings (“the
Group”). The Company is a public company limited by share capital, incorporated and domiciled in England and
Wales. The Company was incorporated under the Companies Act 2006. The nature of the Company's operations
and its principal activities are set out in the Directors' Report on pages 36 to 37.
The Company's functional current is the United States dollar (US $). Transactions arising in currencies other than
the US $ are translated at average exchange rates for the relevant accounting period, with material transactions
being accounted for at the rate of exchange on the date of the transaction.
The Group presents its financial information in US $. The results and position of subsidiary undertakings that
have a different functional currency to US $ are treated as follows:
- Assets and liabilities for each financial reporting date presented are translated at the closing rate of that
financial reporting period.
- Income and expenses for each income statement (including comparatives) is translated at exchange
rates at the dates of transactions. For practical reasons, the Company applies straight average exchange
rates for the period.
- All resulting changes are recognised as a separate component of equity.
- Equity items are translated at exchange rates at the date of transactions.
2
Accounting policies
Statement of compliance
The group financial statements have been prepared in accordance with International Financial Reporting Standards
and its interpretations adopted by the UK ("UK adopted IFRSs").
Summary of material accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with adopted IFRSs and under historical cost
accounting rules.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the group's accounting
policies.
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 Group incurred a loss of $2,247,205 during the year ended 31 December 2024 and, at that date, had the net
current liabilities of $1,475,449 and net liabilities of $9,015,706. These conditions indicate that a material
uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern.
58
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
2 Accounting policies (continued)
Going concern (continued)
When assessing the foreseeable future, the Directors have looked at a period of 12 months from the date of
approval of this report. The Group’s business activities, together with the factors likely to affect its future
development, performance and position are set out in the Strategic report and Directors’ report. In addition, note
23 to the financial statements includes the Group’s objectives, policies and processes for managing its capital, its
financial risk management objectives and its exposures to credit risk and liquidity risk.
The Directors continue to hold positive discussions with existing and potential investors. Moreover, 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. The post balance sheet events referred to in Note 30 also have a positive impact on going
concern.
Consequently, the Directors think the going concern assumption continues to be appropriate although there remain
material uncertainties as to:
1. Successfully raising sufficient funds;
2. Restructuring the €10m Eurobond within a suitable timescale;
3. The Company’s existing assets and projects becoming sufficiently cash-positive to fund the business
going forward.
In the meantime, the Company's working capital position remains tight, and the Directors are carefully managing
the Company's cashflows and creditors. The Company will need to raise further funds by the end of July in order
to continue as a going concern. There can be no certainty at this stage as to the likelihood of success or the timing
of these fundraising efforts.
The Directors prepare annual budgets and cash flow projections that extend beyond 12 months from the date of
this report. These projections include the proceeds of future fundraising necessary within the next 12 months to
meet the Company’s and Group’s overheads and planned discretionary project expenditures and to maintain the
Company and Group as going concerns. Although the Company has been successful in raising finance in the past,
there is no assurance that it will obtain adequate finance in the future. This represents a material uncertainty related
to events or conditions which may cast significant doubt on the Group’s and Company’s ability to continue as
going concerns and, therefore, that they may be unable to realise their assets and discharge their liabilities in the
normal course of business. However, the Directors have a reasonable expectation that they will secure additional
funding when required to continue meeting corporate overheads and exploration costs for the foreseeable future
and therefore the Directors believe that the going concern basis is appropriate for the preparation of the financial
statements.
After making enquiries, the Directors have a reasonable expectation that the Company and Group have adequate
resources to continue in operational existence for the foreseeable future. They continue to adopt the going concern
basis in preparing the annual report and financial statements, however as noted above a material uncertainty exists
which may cast significant doubt on the Group’s ability to continue operating as a going concern.
Basis of consolidation
The group financial statements consolidate the financial statements of the Company and its subsidiary
undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the income statement from the
effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments
are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by
the Group.
59
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
2 Accounting policies (continued)
Basis of consolidation (continued)
The purchase method of accounting is used to account for business combinations that result in the acquisition of
subsidiaries by the Group. The cost of a business combination is measured as the fair value of the assets given,
equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly
attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess
of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the Company and its
subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated
financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group. Non-controlling interests in the net assets of consolidated subsidiaries are identified
separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at
the date of the original business combination and the non-controlling shareholder’s share of changes in equity
since the date of the combination. Total comprehensive income is attributed to non-controlling interests even if
this results in the non-controlling interests having a deficit balance.
A joint arrangement is one in which two or more parties have joint control. Joint control is the contractually agreed
sharing of control of an arrangement, which exists only when decisions about the relevant activities require the
unanimous consent of the parties sharing control. Certain of the Group’s licence interests are held jointly with
others. Accordingly, when the Company holds a majority stake, the Group accounts for its share of assets,
liabilities, income and expenditure of these joint operations, classified in the appropriate statement of financial
position and income statement headings.
Where the Group’s interest is in a minority, relinquishing control and having only a right to profits, with an
indemnity against future costs, the Group account on an investment basis, only recognising income on receipt of,
effectively, dividend income.
Changes in accounting policy
None of the standards, interpretations and amendments effective for the first time from 1 January 2024 have had
a material effect on the financial statements.
None of the standards, interpretations and amendments which are effective for periods beginning after 1 January
2024 and which have not been adopted early, are expected to have a material effect on the financial statements.
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. Nativo recognised revenue in
accordance with IFRS 15. Our joint venture partner markets gold on our behalf. Gold prices vary from month to
month based on seasonal demand from customer segments and, production in the market as a whole. Our partner
agrees pricing based on agreed pricing mechanisms in contracts.
60
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
2 Accounting policies (continued)
Tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from, or paid to, the tax authorities. The tax rates and the tax laws used to compute the amount are those
that are enacted, or substantively enacted, by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the current year amounts of
assets and liabilities in the financial statements and the corresponding tax basis used in the computation of
taxable profit.
Deferred tax assets are recognised to the extent the temporary difference will reverse in the foreseeable future
and it is probable that future taxable profit will be available against which the asset can be utilised.
Deferred tax is recognised for all deductible temporary differences arising from investments in subsidiaries,
branches and associates, and interests in joint ventures, to the extent it is probable that the temporary difference
will reverse in the foreseeable future.
Property, plant and equipment
Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent
accumulated depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in their
acquisition and installation.
Gold properties are depleted on a unit of production basis commencing at the start of commercial production or
depreciated on a straight-line basis over the relevant asset's estimated useful life. Expenditure is depreciated on a
unit of production basis; the depletion charge is calculated according to the proportion that production bears to
the recoverable reserves for each property. Depreciation will not be charged on an asset in the course of
construction, depreciation commences when the asset is brought into use and will be depleted according to the
proportion that production bears to the recoverable reserves for each property.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over
their estimated useful lives, as follows:
Asset class
Depreciation method and rate
Fixtures & fittings
12% to 33.3% straight line
Property right of use asset
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right of use
lease is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before commencement date plus any initial direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset. The right-of-use asset is subsequently depreciated using the straight-
line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the
end of the lease term. The lease liability is initially measured at the present value of the lease payments that are
not paid at the commencement date discounted using the incremental borrowing rate of the individual company
which is the lessee.
61
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
2 Accounting policies (continued)
Other intangible assets - exploration and evaluation costs
Exploration and evaluation (“E&E”) expenditure comprises costs which are directly attributable to researching
and analysing exploration data. It also includes the costs incurred in acquiring mineral rights, the entry premiums
paid to gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects.
When it has been established that a mineral deposit has development potential, all costs (direct and applicable
overhead) incurred in connection with the exploration and development of the mineral deposits are capitalised
until either production commences or the project is not considered economically viable. In the event of production
commencing, the capitalised costs are amortised over the expected life of the mineral reserves on a unit of
production basis. Other pre-trading expenses are written off as incurred. Where a project is abandoned or is
considered to be of no further interest, the related costs are written off.
Impairment of tangible and intangible assets excluding goodwill
At the date of each statement of financial position, the Group reviews the carrying amounts of its tangible and
intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of
the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset,
the Group estimates the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell or value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the
current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount
of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset is reduced
to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset
is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years. A
reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a
re-valued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is
measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of the acquired, plus any costs directly attributable
to the business combination. When a business combination agreement provides for an adjustment to the cost of
the combination contingent on future events, the Group includes the estimated amount of that adjustment in the
cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
62
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
2 Accounting policies (continued)
Investments
Investments in securities are classified on initial recognition as available-for-sale and are carried at fair value,
except where their fair value cannot be measured reliably, in which case they are carried at cost, less any
impairment.
Unrealised holding gains and losses other than impairments are recognised in other comprehensive income. On
maturity or disposal, net gains and losses previously deferred in accumulated other comprehensive income are
recognised in income.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method.
Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits.
Trade receivables
Trade receivables are amounts due from customers for goods or services performed in the ordinary course of
business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer),
they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised
cost using the effective interest method, less provision for impairment. A provision for the impairment of trade
receivables is established when there is objective evidence that the Group will not be able to collect all amounts
due according to the original terms of the receivables.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using
the effective interest method.
Borrowings
All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are
subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the
amount due on redemption being recognised as a charge to the income statement over the period of the relevant
borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in finance costs.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting date.
63
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
2 Accounting policies (continued)
Conversion of foreign currency
Foreign currency transactions are translated at the average exchange rates over the year, material transactions are
recorded at the exchange rate ruling on the date of the transaction. Assets and liabilities are translated at the rates
prevailing at the balance sheet date. The Group has significant transactions and balances denominated in Euros
and GBP. The year-end exchange rate to USD was US $1 to GBP £0.7990 and US $1 to €0.9335 (2023: US $1 to
GBP £0.7855, US $1 to €0.9060) US $1 to ARS $1,144.52 (2023: US $1 to ARS $810.819) and the average
exchange rate during 2023 was US $1 to GBP £0.7981 (2023: US $1 to GBP £0.8039).
In the Company financial statements, the income and expenses of foreign operations are translated at the exchange
rates ruling at the dates of the transactions. The assets and liabilities of foreign operations, both monetary and
non-monetary, are translated at exchange rates ruling at the balance sheet date. The reporting currency of the
Company and group is United Stated Dollars (US $).
Share-based payments
The fair value of equity instruments granted to employees is charged to the income statement, with a
corresponding increase in equity. The fair value of share options is measured at grant date, using the binomial
option pricing model or Black-Scholes pricing model were considered more appropriate, and spread over the
period during which the employee becomes unconditionally entitled to the award. The charge is adjusted to reflect
the number of shares or options that vest.
The Group operates an equity-settled, share-based compensation plan, under which the entity receives services
from employees as consideration for equity instruments (options) of the entity. The fair value of the employee
services received is measured by reference to the estimated fair value at the grant date of equity instruments
granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is
calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting
period, which is the period over which all of the specified vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value)
and share premium when the options are exercised.
Financial liabilities and equity
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An
equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of
its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out
below.
Inventory
Nativo has chosen to value gold inventories, a commodity product, at net realisable value, the value is based on a
discounted observable year-end market price. Other inventory items are valued at the lower of net realisable value
and cost.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other
resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred
and the time value of money is material, the initial measurement is on a present value basis.
64
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
2 Accounting policies (continued)
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a
party to the contractual provisions of the instrument.
Equity instruments
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two
conditions, in accordance with IAS 32:
- They include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange
financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the
Group; and
- Where the instrument will or may be settled in the Group’s own equity instruments, it is either a non-derivative
that includes no obligation to deliver a variable number of the Group’s own equity instruments or is a derivative
that will be settled by the Group exchanging a fixed amount of cash or other financial assets for a fixed number
of its own equity instruments.
To the extent that this definition is not met, the financial instrument is classified as a financial liability.
Use of estimates and judgements
The preparation of financial statements in conforming with adopted IFRSs requires management to make
judgements, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the
disclosure of contingent assets and liabilities as at the balance sheet date and the reported amount of revenues and
expenses during the period. Actual outcomes may differ from those estimates. The key sources 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, are the impairment of assets and the Group’s going concern assessment.
Amounts capitalised to the consolidated statements of financial position
In accordance with the Group policy, expenditures are capitalised only where the Group holds a licence interest
in an area. All expenditure relating to the Bolivian company has been expensed to the statement of comprehensive
income, as the Group has not yet been assigned any licence interests in the country. The Group has capitalised its
participation in the SCS assets.
Prior to the decision to dispose of the majority of its SCS interest, expenses incurred in the UK relating to SCS
were capitalised. All such capitalised UK costs were then impaired to nil value following the disposal decision.
Valuation of assets
In the previous year in line with the requirements of IFRS 5, management have considered impairment in the
assets held for sale by comparing the expected fair value less costs to sell (which was agreed in June 2023) and
the carrying value of the disposal group. On the basis the fair value less costs to sell were in excess of the carrying
value of the disposal group no impairments were considered necessary.
In the previous year the parent company’s investment in subsidiary has been written down to the fair value less
costs to sell as the value achieved is indicative of the value at the balance sheet date and the majority of the activity
of the subsidiaries is linked to the discontinued operations.
Management have previously impaired $506,818 of intangible assets which were costs associated with asset
capitalised in the parent company. This intangible has not been disposed of but is linked to the activities of the
discontinued operations and therefore have been fully impaired at 31 December 2023.
65
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
2 Accounting policies (continued)
Functional currency
The groups principal activities are undertaken in the UK and Peru. Judgement is required to assess to the functional
currency of the Group’s components and subsidiaries. Consistent with previous years, management have
determined that the functional currency is USD on the basis that revenues, a portion of the cost base and financing
activities are denominated in USD.
Settlement of financial liabilities
As detailed in note 26, during the year the Company renegotiated and / or settled certain financial liabilities. These
were on favourable terms to the Group. Judgement is required to assess whether the counterparties to the liabilities
were acting in their capacity as shareholders to the Group. On the basis of the favourable terms management have
determined they were acting in their capacity as shareholders and have accounted for the renegotiation or
settlement accordingly as detailed in note 26.
Carrying value of investment subsidiaries
An impairment provision has been made on the carrying value of investment in subsidiaries, writing them down
to the disposal value achieved on the sale of the underlying SCS interests in June 2023.
3 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 year end 31 December 2024, there are two business segments based on operations:
SEGMENTAL RESULTS
Boku (Peru)
2024
Head office (UK)
2024
Total
2024
Revenue
44,000
-
44,000
Operating profit (loss) before
depreciation, share-based payment
charges, restructuring costs and gain
(loss) on sale of assets and foreign
exchange:
(313,826)
(1,255,128)
(1,568,954)
Depreciation of tangibles
-
(16,395)
(16,395)
Amortisation of intangibles
-
-
-
Share based payments
-
(3,022)
(3,022)
Foreign exchange gain
-
-
-
Operating profit/(loss)
(313,826)
(1,274,545)
(1,588,371)
Finance expense
(2,450)
(1,090,328)
(1,092,778)
Other income
2,010
431,934
433,944
Profit/(loss) before taxation
(314,266)
(1,932,939)
(2,247,205)
66
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
3 Segmental analysis (continued)
SEGMENTAL ASSETS
Boku (Peru)
2024
Head office (UK)
2024
Total
2024
Property, plant and equipment
32,598
1
32,599
Intangible assets
36,200
-
36,200
Cash and cash equivalents
23,525
22,548
46,073
Trade and other receivables
25,862
153,134
178,996
118,185
175,683
293,868
At the year end 31 December 2023, there is one business segment based on operations, due to the discontinued
operations:
SEGMENTAL RESULTS
Head office (UK)
2023
(Restated)
Total
2023
(Restated)
Revenue
-
-
Operating profit (loss) before
depreciation, share-based payment
charges, restructuring costs and gain
(loss) on sale of assets and foreign
exchange:
(1,161,081)
(1,161,081)
Depreciation of tangibles
(27,972)
(27,972)
Amortisation of intangibles
-
-
Share based payments
(31,734)
(31,734)
Foreign exchange gain (loss)
-
-
Operating profit/(loss)
(1,220,787)
(1,220,787)
Finance expense
(3,068,100)
(3,068,100)
Other income
203,371
203,371
Profit/(loss) before taxation
(4,085,516)
(4,085,516)
SEGMENTAL ASSETS
Property, plant and equipment
1
1
Intangible assets
-
-
Cash and cash equivalents
83,127
83,127
Trade and other receivables
94,459
94,459
177,587
177,587
There is no difference in geographical information for both the year end 31 December 2023 and 2024 for
continuing operations. The accounting policies of the reportable segments are the same as the Group’s accounting
policies.
Activity in Argentina, being the Santa Cruz Sur operations are set out within discontinued operations within note
11.
67
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
4
Discontinued operations
Disposal of SCS
On 30 June 2023, the group disposed of SCS, which formed part of the group operations. Cash flows and
operations that relate to a major component of the business or geographical region that has been sold are shown
separately from continuing operations.
Assets and businesses classified as held for sale are measured at the lower of carrying amount and fair value less
costs to sell. No depreciation is charged on assets and businesses classified as held for sale.
Assets and businesses are classified as held for sale if their carrying amount will be recovered or settled
principally through a sale transaction rather than through continuing use. This condition is regarded as being met
only when the sale is highly probable and the assets or businesses are available for immediate sale in their
present condition. Management must be committed to the sale, which should be expected to qualify for
recognition as a completed sale within one year from the date of classification.
Finance income or costs are included in discontinued operations only in respect of financial assets or liabilities
classified as held for sale or derecognised on sale.
68
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
5
Revenue
The analysis of the Group's revenue for the year from continuing operations is as follows:
2024
US $
2023 (Restated)
US $
Sales
44,000
-
The revenue for 2024 derives from Boku’s artisanal gold mining operations in Peru and the sales were made at a
point in time.
6
Other operating income
The analysis of the Group's other operating income for the year is as follows:
2024
US $
2023
US $
Other operating income
-
-
7
Other losses
2024
US $
2023
US $
Other losses
Profit / (Loss) on disposal of fixed asset
3,289
(2,298)
8
Finance income and costs
2024
US $
2023 (Restated)
US $
Finance income
Other finance income
3,025
3,450
Foreign exchange gains
401,670
-
Sale of option
-
25,462
Other operating income
29,249
174,459
Net foreign exchange gain
433,944
203,371
Finance costs
Fair value losses
(208,722)
(226,522)
Foreign exchange losses
-
(649,523)
Interest on bank overdrafts and borrowings
-
-
Interest expense on other financing liabilities
(884,056)
(2,192,055)
Total finance costs
(1,092,778)
(3,068,100)
Net finance income/(costs)
(658,834)
(2,864,729)
69
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
9
Expenses and auditors’ remuneration
2024
US $
2023
US $
Depreciation of property, plant and equipment
16,395
27,972
Fees payable to the company’s auditor
35,043
31,827
10 Staff costs
The aggregate payroll costs (including directors' remuneration) were as follows:
2024
US $
2023
US $
Wages and salaries
525,547
558,049
Social security costs
40,294
62,791
Pension costs, defined contribution scheme
-
25,743
Share-based payment expenses
3,022
31,735
568,863
678,318
Remuneration of key personnel is set out in the table below:
2024
US $
2023
US $
Wages and salaries
521,446
330,865
Social security costs
40,169
40,103
Pension costs, defined contribution scheme
-
8,517
Private health insurance
1,722
5,930
Share-based payment expenses
3,022
31,735
566,359
417,150
The average number of persons employed by the Group (including directors) during the year, analysed by category
was as follows:
2024
No.
2023
No.
Administration and support
4
8
70
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
11 Discontinued operations
In November 2022 the Company committed to selling virtually all of its interest in the Santa Cruz oil and gas
operations in Argentina to its joint-venture partner Interoil. A term of the sale was for Nativo to relinquish any
management and accounting in respect of the joint venture, instead receiving a profit share in proportion to the
remaining 5% holding in the joint venture, effectively as investment income.
The sale was completed on 26 June 2023, satisfied by £825,000 in cash, shares to the value of £400,000 in
Interoil and £75,000 investment in Nativo Resources PLC shares by Interoil. At 31 December 2022 the
Argentinian operations were classified as a disposal group held for sale and as discontinued operations.
The results of the Argentinian operations for the period are presented below:
Revenue
2024
US $
2023
US $
Oil and Gas Revenue
-
3,632.393
Total revenue
-
3,632,393
Cost of sales
Production costs
-
(7,912,008)
Depletion
-
-
Total cost of sales
-
(7,912,008)
Gross loss
-
(4,279,615)
Exploration expenses
-
-
Impairment of plant and equipment
-
-
Administrative expense
-
(803,530)
Operating loss from discontinued operations
-
(5,083,145)
Finance expense
-
(4,157,561)
Foreign exchange gain
-
(34,792)
Profit on disposal
-
18,331,373
Profit/(Loss) for the year before taxation from discontinued
operations
-
9,055,875
Deferred tax asset write-off
-
-
Profit/(Loss) for the year after taxation from discontinued
operations
-
9,055,875
12 Joint arrangements
As described in both the strategic and governance reports, in particular in the Financial Review, Nativo has
interests in gold mining and exploration projects in Peru. Through Boku, a 50:50 joint venture, established in July
2024, with an experienced local partner, 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. Nativo has power and control over Boku and the right to receive
variable returns and so they are treated as subsidiary and consolidated in 31 December 2024.
As set out in Note 11, in December 2022 the decision was made to divest of the Group’s previous joint
arrangements and concessions, following which, in June 2023 that interest was reduced to a 5% holding and the
joint arrangement thereby has been treated in the accounts as discontinued operations.
71
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
13 Taxation
Year to
31 December
2024
US $
Year to
31 December
2023(Restated)
US $
Tax on profit on ordinary activities
Taxation charged based on profits for the period
-
-
UK corporation tax based on the results for the period
-
-
Deferred tax asset write-off in subsidiary
-
-
Total tax expense in income statement
-
-
Reconciliation of the tax expenses
UK corporation tax is calculated at 25% (2023:19%) of the estimated assessable loss for the year. The UK
corporation tax rate was 19% until April 2023 when it increased to 25% for groups with taxable profits of over
£250,000. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
The Group tax expense for the year can be reconciled to the loss per the income statement as follows:
Year to
31 December
2024
US $
Year to
31 December
2023 (Restated)
US $
Loss on ordinary activities before taxation
(2,090,072)
(4,085,516)
Profit / (loss) from discontinued operations
-
9,055,875
Profit / (loss) for the year before tax
(2,090,072)
4,970,359
Profit / (loss) on ordinary activities multiplied by standard rate of
corporation tax in the UK
(522,518)
944,368
Effects of:
Expenses disallowed for tax purposes
8,036
5,315
Disposal of investments
-
(1,720,616)
Unrealised fair value adjustments of investments
27,452
Deferred tax not provided – tax losses carried forward
487,030
770,933
Deferred tax asset in subsidiary written off
-
-
Total current tax
-
-
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. The amount of tax
losses carried forward for which a deferred tax asset has not been recognised is US $54million (2023: US
$52million). The potential deferred tax asset is US $13.5million (2023: US $9.9million).
No amounts have been recognised within tax on the results of the equity-accounted joint ventures.
72
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
14 Loss per share
The calculation of basic and diluted loss per share at 31 December 2024 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.
Year to
31 December
2024
Year to
31 December
2023(Restated)
Net loss for the year (US $) before exchange on translating foreign
operations
(2,090,072)
4,970,359
Net loss on continuing operations
(2,090,072)
(4,085,516)
Basic weighted average ordinary shares in issue during the year
35,374,897,853
4,867,580,788
Diluted weighted average ordinary shares in issue during the year
35,374,897,853
4,867,580,788
Loss per share (cents)
Basic and diluted (cents)
(0.01)
0.10
Loss per share on continuing operations (cents)
Basic and diluted (cents)
(0.01)
(0.08)
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. Please see Note 24
for details of their rights.
15 Loss of the parent company
The parent company is not required to produce its own profit and loss account (or IFRS equivalent) because of
the exemption provision in Section 408 of the Companies Act 2006.
73
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
16 Property, plant and equipment
Group
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
At 31 December 2023
-
1
1
31 December 2023
PPE – Gold
Properties
US $
Fixtures &
Fittings
US $
Total
US $
Cost or valuation
At 1 January 2023
-
98,210
98,210
Additions
-
(2,991)
(2,991)
At 31 December 2023
-
95,219
95,219
Depreciation
At 1 January 2023
-
95,911
95,911
Charge for year
-
-
-
Disposals
-
(693)
(693)
At 31 December 2023
-
95,218
95,218
Carrying amount
At 31 December 2023
-
1
1
At 31 December 2022
-
2,299
2,299
74
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
16 Property, plant and equipment (continued)
Company
31 December 2024
Fixtures & Fittings
US $
Total
US $
Cost or valuation
At 1 January 2024
92,903
92,903
Additions
-
-
At 31 December 2024
92,903
92,903
Depreciation
At 1 January 2024
92,902
92,902
Charge for year
-
-
Disposals
-
-
At 31 December 2024
92,902
92,902
Carrying amount
At 31 December 2024
1
1
At 31 December 2023
1
1
31 December 2023
Fixtures & Fittings
US $
Total
US $
Cost or valuation
At 1 January 2023
92,903
92,903
Additions
-
-
Assets of disposal held for sale
-
-
At 31 December 2023
92,903
92,903
Depreciation
At 1 January 2023
92,902
92,902
Charge for year
-
-
Disposals
-
-
At 31 December 2023
92,902
92,902
Carrying amount
At 31 December 2023
1
1
At 31 December 2022
1
1
75
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
17
Intangible assets
Group
31 December 2024
Mining operations
US $
Total
US $
At 1 January 2024
-
-
Additions
36,200
36,200
At 31 December 2024
36,200
36,200
Depletion and impairment
At 1 January 2024
-
-
Depletion
-
-
Impairment
-
-
At 31 December 2024
-
-
Carrying amount
At 31 December 2024
36,200
36,200
At 31 December 2023
-
-
31 December 2023
Mining operations
US $
Total
US $
At 1 January 2023
-
-
Additions
-
-
Assets of disposal held for sale
-
-
At 31 December 2023
-
-
Depletion and impairment
At 1 January 2023
-
-
Depletion
-
-
Impairment
-
-
Assets of disposal held for sale
-
-
At 31 December 2023
-
-
Carrying amount
At 31 December 2023
-
-
At 31 December 2022
-
-
All intangible assets relate to gold mining activities within the Boku CGU. During the year the Group acquired
the Ana Lucia Project, a group of mining concessions covering 2,100 hectares in central Peru's Ancash region.
76
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
18
Right of use assets
Group and Company
31 December 2024
Office lease
US $
Total
US $
At 1 January 2024
69,930
69,930
Disposal
(69,930)
(69,930)
At 31 December 2024
-
-
Depreciation
At 1 January 2024
27,972
27,972
Charge for the year
16,317
16,317
Disposal
(44,289)
(44,289)
At 31 December 2024
-
-
Carrying amount
At 31 December 2024
-
-
At 31 December 2023
41,958
41,958
31 December 2023
Office lease
US $
Total
US $
At 1 January 2023
-
-
Additions
69,930
69,930
At 31 December 2023
69,930
69,930
Depreciation
At 1 January 2023
-
-
Charge for the year
27,972
27,972
Impairment
-
-
At 31 December 2023
27,972
27,972
Carrying amount
At 31 December 2023
41,958
41,958
At 31 December 2022
-
-
Depreciation of $16,317 (2023: 27,972) and interest on lease liabilities of $5,493 (2023: $6,993) are recognised
in the statement of comprehensive income.
The office lease was terminated in the year.
77
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
19
Interest in subsidiary undertakings
Year to
31 December 2024
US $
Year to
31 December 2023
US $
Cost or valuation
At 1 January
30,521,648
30,521,648
Additions
-
-
At 31 December
30,521,648
30,521,648
Impairment
At 1 January
30,521,648
28,959,327
Impairment
-
1,562,321
At 31 December
30,521,648
30,521,648
Carrying amount
At 31 December 2024
-
-
At 31 December 2023
-
-
Details of the subsidiaries are as follows:
Subsidiary
Class of
share
%
owned
Country of
registration
Nature of business
Echo Energy Holdings (UK) Limited
Ordinary
100%
England & Wales
Holding company
Echo Energy Argentina Holdings Limited Ordinary
100%
England & Wales
Holding company
Echo Energy Tapi Aike Limited
Ordinary
100%
England & Wales
Holding company
Eco Energy TA Op Limited
Ordinary
100%
England & Wales
Dormant
Echo Energy C D & LLC Limited
Ordinary
100%
England & Wales
Holding company
Eco Energy CDL Op Limited
Ordinary
100%
England & Wales
Dormant
Echo Energy Bolivia (Hold Co 1) Limited Ordinary
100%
England & Wales
Holding company
Echo Energy Bolivia (Op Co 1) Limited
Ordinary
100%
England & Wales
Dormant
Echo Energy Bolivia (Hold Co 2) Limited Ordinary
100%
England & Wales
Holding company
Echo Energy Bolivia (Op Co 2) Limited
Ordinary
100%
England & Wales
Dormant
Echo Natural Resources Limited
Ordinary
100%
England & Wales
Holding company
Boku Resources SAC
Ordinary
50%
Peru
Peruvian operating company
Dydima EIRL
Ordinary
100%
Peru
Dormant
The registered address for all of the above subsidiaries which are registered in England & Wales is: 85 Great
Portland Street, London, W1W 7LT.
Business combinations
During the year Nativo acquired a 50% interest in Boku Resources SAC via Echo Natural Resources Limited.
The consideration is US $750,000 and payable in cash and there were no pre-acquisition reserves/transactions or
any identifiable assets or liabilities or contingent liabilities at the acquisition date and there is no goodwill upon
consolidation. See also Note 12 for further information.
The operating results, assets and liabilities of the acquired company have been consolidated from the acquisition
date of 28 June 2024 and Boku Resources SAC’s loss for the period from incorporation to 31 December 2024
was the same as its post-acquisition loss of $314,266.
Acquisition related costs of approximately $29,000 have been recognised within administrative expenses in the
consolidated income statement.
78
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
20
Current investments
Financial assets at fair value through profit and
loss:
Year to
31 December 2024
US $
Year to
31 December 2023
US $
Equity securities
86,738
283,422
Total
86,738
283,422
During 2023, the Company received £400,000 worth of shares in Interoil exploration and Production ASA (a
company listed on the Oslo stock exchange in Norway) as part of the agreements entered into by the Group to
dispose of its SCS operations. The fair values of quoted equity securities are determined through Level 1 inputs
from Quoted market Prices.
21
Trade and other receivables
Group
Company
Current
31 December
2024
US $
31 December
2023
US $
31 December
2024
US $
31 December
2023
US $
Trade receivables
-
-
-
-
Prepayments
47,519
72,589
46,957
72,589
Other receivables
131,477
21,870
14,377
21,870
178,996
94,459
61,334
94,459
Non-current
Amounts owing by
subsidiaries
-
-
12,116,723
11,358,845
Impairment in year
-
-
(11,358,845)
(11,358,845)
-
-
757,878
-
The Group's exposure to credit and market risks, including maturity analysis, relating to trade and other
receivables is disclosed in note 23 " Financial Instruments and treasury risk management ". The Directors consider
that the carrying amount of trade and other receivables approximated to their fair value.
22
Cash and cash equivalents
Group
Company
31 December
2024
US $
31 December
2023
US $
31 December
2024
US $
31 December
2023
US $
Cash at bank
46,073
83,127
6,540
82,357
46,073
83,127
6,540
82,357
79
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
23
Financial Instruments and treasury risk management
Fair value of financial assets and liabilities
The carrying values of financial assets and liabilities are considered to be materially equivalent to their fair values,
with the exception of the Eurobond loan which is calculated at present value as disclosed in note 26. The fair value
is approximately $6.7m higher due to the impact of using a market rate interest.
Treasury risk management
The Group manages a variety of market risks, including the effects of changes in foreign exchange rates, liquidity
and counterparty risk.
Credit risk
The Group’s principle financial assets are bank balances and cash and other receivables. The credit risk on liquid
funds is limited because the counterparties are UK, Argentine, Bolivian and Peruvian banks with high credit
ratings. The Group operates with positive cash and cash equivalents as a result of using share capital in anticipation
of future funding requirements. The Group’s policy is therefore one of achieving higher returns with minimal
risks. In order to provide a degree of certainty, the Group looks, when appropriate, to invest in short-term fixed-
interest treasury deposits giving a low risk profile to these assets.
Currency risk
The Group’s operations are now primarily located in the United Kingdom and Peru, with the main exchange risk
being between the US Dollar against Pound Sterling and Peruvian Sol for general operations and US Dollar and
Euro for borrowings. Previously the Group was exposed to currency risk from its operations in Argentina, but
these have now been discontinued.
At year end the Group held the following cash and cash equivalent balances:
Year to
31 December 2024
US $
Year to
31 December 2023
US $
US Dollars
623
565
GBP Sterling
21,155
82,570
Euro
-
(8)
Peruvian Sol
23,525
-
Bolivian Boliviano
770
-
Total
46,073
83,127
The consolidated statement of comprehensive income would be affected by US $2,178 (2023: US $8,257) if the
exchange rate between the US $ and GBP changed by 10%. There would be a loss of US $2,353 (2023: US $Nil)
if the exchange rate between the Peruvian Sol and the US Dollar weakened by 10%.
The Group has exposure to the Euro, Nativo hold €7.3million (2023: €6.6million restated) bond notes, the Group
held Euro-denominated funds at the beginning of the period to cover servicing of debt during the accounting year.
The primary source of funds for the Group in the period was equity raised in GBP, these funds are predominately
translated into USD to fund exploration, acquisition and production activity in Peru. No hedging products were
used during this accounting period, but management actively reviewed currency requirements to access the
suitability of hedging products. The Group’s consolidated statement of income would be affected by
approximately US $426,002 (2023: US $605,385) by a reasonably possible 10 percentage points fluctuation in
the exchange rate between US Dollars and Euros.
80
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
23
Financial Instruments and treasury risk management (continued)
Currency risk (continued)
The Group used Blue-Chip Swaps during the previous year to repatriate funds from Argentina to the UK. A Blue-
Chip Swap is when a domestic investor purchases a foreign asset and then transfers the purchased asset to an
offshore entity. The Group’s Argentine subsidiary purchased shares in highly stable and liquid companies that are
traded on both domestic and offshore stock exchanges. These shares were held for a fixed period in accordance
with Argentinian regulation. Following the end of the fixed period the shares were sold offshore and the resulting
funds were then repatriated to the parent company. This type of transactions is therefore exposed to stock price
volatility during the hold period and incurs transaction fees.
Interest rate risk
The Group holds debt instruments there were issued at a fixed rate. As party of the Group’s policy to maximise
returns on cash held, cash held is placed in interest-bearing accounts where possible. During the course of 2024,
Nativo invested cash into operations and did not hold significant cash balances for prolonged periods of time. The
consolidated statement of comprehensive income would be affected by US $Nil (2023: US $Nil) by a one
percentage point change floating interest rate on a full-year basis.
Liquidity risk
The Group actively manages its working capital to ensure the Group has sufficient funds for operations and
planned activated. Operation cash flow represents receipts from revenue, together with on-going direct operational
support costs, exploration, appraisal, administration and business development costs. The Group manages its
liquidity requirements by the use of both short-term and long-term cash flow forecasts. The Group’s policy is to
ensure facilities are available as required, to issue equity share capital and from strategic alliances in accordance
with long-term cash flow forecasts. The Group has no undrawn committed facilities as at 31 December 2024.
The Group’s financial liabilities are primarily obligations under joint operations, trade payables and operational
costs. All amounts are due for payment in accordance with agreed settlement terms with suppliers or statutory
deadlines and all within one year.
The Group holds Euro-denominated long-term debt, see note 26. Other than long-term debts, all financial
liabilities are due for settlement within 12 months. The Group held cash balances of US $46,073 (2023: US
$83,127).
The Group does not currently use derivatives financial instruments to hedge currency and commodity price risk
as it not considered necessary. Should the Group identify a requirement for the future use of such financial
instruments, a comprehensive set of policies and systems as approved by the Directors will be implemented.
Commodity Price Risk
The Group is no longer exposed to significant risks of fluctuations on prevailing commodity market prices due to
the disposal of its Argentina operations and is still in the early stages of its Peru operations.
Capital management
The Group’s legacy strategy has led to its capital structure being a mixture of debt and equity. The Directors will
reassess the future capital structure when new projects are sufficiently advances and restructure accordingly. The
Group’s financial strategy is to utilise its resources to further appraise and test the Group’s projects, forming
strategic alliances for specific projects where appropriate together with assessing target acquisitions. The Group
keeps investors and the market informed of progress with its projects through regular announcements and raises
additional equity finance at appropriate times.
81
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
23
Financial Instruments and treasury risk management (continued)
Categories of financial instruments
All of the Group’s financial assets are carried at amortised cost apart from the listed equities held at fair value,
as disclosed in note 20. The Group’s financial liabilities are classified as financial liabilities at amortised cost.
24
Trade and other payables
Group
Company
Current
31 December
2024
US $
31 December
2023
US $
31 December
2024
US $
31 December
2023
US $
Trade payables
206,183
488,777
185,834
488,777
Social security and other
taxes
26,003
26,737
14,874
26,737
Accruals
403,611
283,239
403,611
283,239
Other payables
18,122
-
210
-
653,919
798,753
604,529
798,753
Loans and borrowings
1,133,337
-
1,133,337
-
Lease liabilities
-
44,078
-
44,078
Non-current
Amounts owing to
subsidiaries
-
-
551,331
264,378
The borrowings of US $1,133,337 due to Spartan Fund Limited (SAC) were restructured in January 2025,
please refer to Note 30.
25
Share capital
Issued, Called Up and Fully Paid
61,714,545,020 0.31¢ (2024 6,285,526,975 0.31¢) ordinary shares.
Group
Company
31 December
2024
US $
31 December
2023
US $
31 December
2024
US $
31 December
2023
US $
1 January
19,796,814
19,795,863
19,796,814
19,795,863
Equity shares issued
71,497
951
71,497
951
19,868,311
19,796,814
19,868,311
19,796,814
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.
82
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
25
Share capital (continued)
Shares were issued during the year as follows:
Date
Shares
Price
pence
Price
(US ¢)
Nominal Value
(US $)
1 January 2024
6,285,526,975
19,796,814
Shares issued
01/01/2024
1,111,111,111
0.0045
0.0057
1,413
Shares issued
29/01/2024
333,333,333
0.0045
0.0057
423
Shares issued
29/01/2024
5,555,555,556
0.0045
0.0057
7,055
Shares issued
02/07/2024
3,742,222,222
0.0045
0.0057
4,723
Shares issued
04/04/2024
1,658,974,359
0.0039
0.0049
2,097
Shares issued
07/11/2024
1,666,666,666
0.0027
0.0034
2,136
Shares issued
07/15/2024
1,296,296,296
0.0027
0.0035
1,681
Shares issued
08/01/2024
1,388,888,888
0.0028
0.0036
1,786
Shares issued
08/01/2024
12,530,620,200
0.0025
0.0032
16,112
Shares issued
08/28/2024
4,199,179,800
0.0025
0.0033
5,540
Shares issued
08/29/2024
1,579,370,607
0.0033
0.0041
1,999
Shares issued
10/10/2024
2,960,000,000
0.0025
0.0032
3,865
Shares issued
10/10/2024
16,480,000,000
0.0025
0.0032
21,518
Shares issued
10/11/2024
580,645,161
0.0031
0.0040
759
Shares issued
10/21/2024
346,153,846
0.0026
0.0033
508
31 December 2024
61,714,545,020
19,868,311
(A) Share options
The Group has a share option scheme established to reward and incentivise the executive management team and
staff for delivering share price growth. The share option scheme is administered by the remuneration committee.
The expected life of the options is based on the expected time through to exercise and is not necessarily
indicative of the exercise patterns.
Share options are valued using the stochastic Black-Scholes model. The inputs to the model are the market price
at the date of grant, the exercise price set out in the option agreement, expected life, the risk-free rate of return
and the expected volatility. A 10-year gift rate is used as an equivalent to risk-free rate and the expected
volatility was determined with reference to the Company’s share price.
The expected life used in the model has been adjusted, based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural considerations. The cost of options is amortised to the
statement of comprehensive income over the service period of the option.
On 21 December 2023 the Company issued 238,468,698 options to Stephen Birrell over new Ordinary shares in
the Company. The options have an exercise price of 0.0105 pence per new Ordinary share, being the price equal
to the closing price per Ordinary share on 21 December 2023, and will vest on the third anniversary of the date
of grant and will be exercisable anytime thereafter until expiry on the fifth anniversary of the date on which the
Options were granted.
83
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
25
Share capital (continued)
Details of the tranches of share options outstanding at the year-end are as follows:
Share options
Number
31/12/2024
WAEP*
(¢)
31/12/2024
Number
31/12/2023
WAEP*
(¢)
31/12/2023
Outstanding at 1 January
285,468,698
0.3
71,266,483
3
Granted during the year
-
-
238,468,698
0.013
Forfeited during the period
(47,000,000)
.01
(23,070,755)
3
Cancelled during the year
-
-
(1,195,728)
3
Options outstanding as at 31
December
238,468,698
0.01
285,468,698
0.3
Exercisable at 31 December
-
-
39,000,000
2.3
*Weighted Average Exercise Price (WAEP)
The fair values on the grant date and each reporting date were determined using the Black-Scholes option
pricing model. The following key assumptions were used in determining the derivative’s fair value at the
reporting date:
Options
22/12/2023
Market stock price
0.0105p
Option strike price
0.0105p
Volatility
70%
Expiration of the option
2 years
Risk free rate
3.3%
Future value
$31,338
Expense
$3,022
The weighted average outstanding life of vested share options is 2 year. The price for outstanding options ranges
between 0.01¢ and 3¢ (0.013¢ and 3¢). The outstanding options are not subject to any share performance-related
vesting conditions, but vesting is conditional upon continuity of service.
The Group recognised total expenses of US $3,022 (2023: US $31,735) related to equity-settled, share based
payment transactions during the year.
A deferred taxation asset has not been recognised in relation to the charge for share-based payments due to
availability of tax losses to be carried forward.
84
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
25
Share capital (continued)
(B) Warrants over ordinary shares
The Company issued warrants over ordinary shares to subscribers of new ordinary shares and as fundraising
commission in respect of debt restructuring completed during the year to 31 December 2024.
Details of the tranches of warrants outstanding at the year-end are as follows:
Warrants
Number
31/12/2024
WAEP*
(¢)
31/12/2024
Number
31/12/2023
WAEP*
(¢)
31/12/2023
Outstanding at 1 January
369,227,384
0.5
565,016,300
1
Granted during the year
17,317,888,889
-
-
-
Exercised during the period
-
-
(33,190,876)
1
Lapsed in year
(369,227,384)
1
(162,598,040)
1
Outstanding as at 31 December
17,317,888,889
0.5
369,227,384
0.5
*Weighted Average Exercise Price (WAEP)
Warrants values are calculated using the Black-Scholes option pricing model using the following inputs:
The exercise price for outstanding warrants as at 31 December 2024 ranges between 0.06¢ and 0.1¢ (0.32¢ and
0.83¢). The residual weighted average contractual life for warrants is less than 1 year.
(C) Share premium account
31 December 2024
31 December 2023
Share options
Group
US $
Company
US $
Group
US $
Company
US $
1 January
84,123,447
84,123,447
83,790,504
83,790,504
Premium arising on issue of equity shares
2,053,756
2,054,424
332,943
332,943
Warrants lapsed
-
-
-
-
Warrants issued
-
-
-
-
Transaction costs
-
-
-
-
31 December
86,177,203
86,177,871
84,123,447
84,123,447
Warrants and options which lapsed, expired or were exercised in the period have been transferred between the
warrant or option reserve and retained earnings.
85
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
26
Loans due in over one year
31 December 2024
US $
31 December 2023
(Restated)
US $
Five-year secured bonds
7,609,056
7,329,620
Other loans
-
1,227,292
Total
7,609,056
8,556,912
31 December
2023 (Restated)
US $
Funds
raised
US $
Amortised
finance
charges
US $
Exchange
adjustments
US $
Converted
to equity
US $
31 December 2024
US $
€20
million
five-
year
secured
bonds
7,329,620
-
181,564
97,872
-
7,609,056
Other
loans
1,227,292 530,013
24,437
(35,639)
(612,766)
1,133,337
Total
8,556,912
530,013
206,001
62,233
(612,766)
8,742,393
Euro-bond renegotiation
On 2 December 2022, a partial (50%) settlement of the principal and accrued interest was agreed on the existing
Euro-secured denominated bonds, $11.3m of the debt being settled by the issue of 2,436,938 ordinary shares. On
the basis the settlement of the loan was on favourable terms to the Group, management considered the counterparty
was acting in their capacity as shareholders of the Group and therefore the criteria in IFRIC 19 – Extinguishment
of financial liabilities with Equity Instruments did not apply. Therefore the value of the shares issued has been
deemed to be the same as the carrying value of the loan.
In addition and at the same time, the repayment date for the remaining bonds was moved back from 2024 until
2032 and the interest rate reduced from 8% to 2%. This is a substantial modification to the loan terms, management
calculated the present value of the new loan and compared to the carrying value. The difference has been recorded
as a capital contribution to the group of $7.2m.
Other loans issue of equity
On 8 February 2024, the convertible loan facility with Almace was cancelled. The debt of $82,613 was settled
by the issue of 1,444,444,444 ordinary shares.
Maturity analysis
Contractual undiscounted cashflows:
31 December 2024
US $
31 December 2023
(Restated)
US $
Amounts due within one year
1,133,337
-
Amounts due between one and five years
-
82,750
Amounts due over five years
7,609,056
84,74,162
Total
8,742,393
8,556,912
86
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
27
Related party transactions
Inter-Group balances
In order for individual subsidiary companies to carry out the objectives of the Group, amounts are loaned to
them on an unsecured basis. At the year-end the following amounts were outstanding:
Amounts owed to Nativo Resources
PLC from:
31 December 2024
US $
31 December 2023
US $
Echo Natural Resources Limited
757,877
-
757,877
-
At the year end the Group owed $nil (2023: $68,222) to Ossian Energy Ltd, a company controlled by Director
Stephen Birrell, for professional fees invoiced prior to his appointment as a director.
The Directors’ emoluments, shareholding and options are disclosed in the Directors’ Remuneration Report and
the Directors’ Report. As at the year end the Company owed the Directors $294,497 in respect of accrued and
deferred salaries.
28
Controlling party
The Directors do not consider there to be a controlling party.
29
Commitments
Nativo had no committed expenditure at the end of 31 December 2024.
30
Post balance sheet events
Shares were issued post 31 December 2024 as follows:
Date
Shares
Prices (US $)
Shares issued
21/01/2025
12,747,666,666
377,844
Shares issued
29/01/2025
473,684,210
11,254
Shares issued
26/02/2025
104
1
Shares issued
07/04/2025
12,000,000
94,184
Shares issued
10/04/2025
15,363,712
148,956
Shares issued
10/04/2025
1,337,792
12,970
Shares issued
25/04/2025
9,909,862
92,332
Shares issued
23/05/2025
3,833,333
7,716
87
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
30 Post balance sheet events (continued)
Debt restructuring
In January 2025 the Group entered into an agreement with Spartan Fund Limited (SAC) (the "Lenders") to cancel
the Company's £1.0 million loan facility (the Spartan Loan) with the Lenders.
The outstanding capital on the Spartan Loan will be rolled into a new convertible loan note ("CLN"). The details
of the CLN are as follows:
· Principal amount: £605,250
· Maturity: January 2028
· Coupon: Until converted fully, the Spartan Loan has a coupon of 5% with interest payable in cash, quarterly
in arrears
· Conversion terms: Lender may elect to convert all or part of the principal at any time into Ordinary Shares in
the Company at the conversion price which will be set at a premium of 20% over the average share price of the
last 5 trading days prior to the date of the election to convert
Interest accrued on the Spartan Loan up until 31 December 2024, being £305,944, will be converted into Ordinary
Shares in the Company ("Shares") at a conversion price of 0.0024p, which represents a premium of 20% to the
volume weighted average mid-price of the five trading days to 16 January 2025. Accordingly, 12,747,666,666
Shares will be issued to the Lenders, representing 13.20% of the enlarged issued share capital of the Company.
Share Consolidation
In February 2025 the Company reduced the number of Existing Ordinary Shares in issue with a resulting
adjustment in the market price of such shares, by consolidating the Existing Ordinary Shares on the basis of 1
New Ordinary Share of 0.15p for every 1,500 Existing Ordinary Shares of 0.0001p each.
To effect the Consolidation, 104 additional ordinary shares of 0.0001p each ("Additional Shares") have been
allotted to an adviser of the Company so that the aggregate nominal value of the ordinary share capital of the
Company before the Consolidation is exactly divisible by 1,500.
As a result, the Company's existing issued share capital of 74,935,895,896 ordinary shares of 0.0001p together
with the Additional Shares was consolidated into 49,957,264 ordinary shares of 0.15p, each with one voting right.
Option agreement
In March 2025 the Group signed off an option agreement (the "Agreement"), via the Company's 50%-owned
Peruvian joint venture Boku, pursuant to which Boku will evaluate the opportunity to recover and sell gold and
silver from the Toma La Mano tailings dump and redeposit the tailings in line with legislation.
Toma La Mano is in the Ancash region of central Peru, 42 km north of the city of Huaraz, and is 100% owned by
a private Peruvian company, Corporación Minera Toma la Mano S.A. (the "Owners"). The Owners operate a
polymetallic tolling plant on the site, extracting lead, zinc, copper, and silver from third party ore.
The Agreement allows Boku, for a period of up to three years, to analyse the deposit and undertake a resource
estimate and feasibility study, which will include detailed metallurgical analysis to report on recovery rates and
process optimisation. During the three-year period, Boku shall have the option to make a Final Investment
Decision ("FID") and establish a processing plant to clean the tailings and recover and sell the precious metals in
return for a rental fee of US$3 per tonne of tailings processed and an initial royalty fee of 6.5% on revenues, which
will increase to 7% once Boku recovers 30% of its expenditure. Boku will not have any ownership interest in the
asset.
88
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
30 Post balance sheet events (continued)
Morrocota Gold Mine Acquisition
In April 2025 the Group entered into the agreement to acquire 100% of the Morrocota Gold Mine and production
through the acquisition of the entire share capital of Dydima E.I.R.L. ("Dydima") (the "Acquisition"), the Peruvian
licence-holding entity of Morrocota, from its owners Mr Emilio Jimenez Velarde and Mr Ignacio Jimenz Velarde
(the "Vendors").
The consideration for the Acquisition of approximately US$147,000 will be satisfied through the issue to the
Vendors of 15,363,712 new ordinary shares in the Company (the "Consideration Shares") at a price of 0.7475p
(the "Issue Price"), being a 15% premium to the closing share price on 9 April 2025, the latest business day before
the Acquisition.
The Vendors will also be issued with one warrant to subscribe for one new Ordinary Share for every two
Consideration Shares to be issued (the "Warrants"). The Warrants will be exercisable for up to two years from the
date of issue with an exercise price of 0.93p, a premium of approximately 25% to the Issue Price.
Additionally, the Vendors have unconditionally agreed to invest further in the Company by way of an immediate
cash subscription for approximately £10,000, representing 1,337,792 new ordinary Shares at the Issue Price (the
"Subscription Shares").
Convertible Loan Note Issue
In May 2025 the Company entered into an agreement with an investor (the "Noteholder") concerning the creation
of 315,000 £1.00 interest-free convertible loan notes (the "Notes") to raise net proceeds of £300,000. The net
proceeds from the Notes will be applied towards the advancement of the Company's precious metals mining
projects in Peru and general working capital.
The Noteholder may from time to time, by written notice to the Company (a "Conversion Notice"), require the
conversion of all or any of the Notes then outstanding into Ordinary Shares. The resulting number of Ordinary
Shares to be issued to the Noteholder shall be calculated at a price per Ordinary Shares (the "VWAP Conversion
Price") equal to 71% of the lowest closing volume-weighted average price of an Ordinary Share over the five
trading days ending on the day prior to the date of service of the Conversion Notice.
The Noteholder shall not submit a Conversion Notice to the extent that, from time to time, the issue of the resulting
Ordinary Shares to the Noteholder would result in the Noteholder (and any persons treated, under the City Code,
as acting in concert with the Noteholder) being interested in, in aggregate, more than 29.9% of the total voting
rights attaching to shares in the capital of the Company.
The Company may at any time on five Business Days' prior written notice to the Noteholder ("Redemption
Notice") redeem all (but not part) of the Notes then outstanding by paying to the Noteholder in cash an amount
equal to 125% of the principal amount of the Notes then outstanding.
On the date falling twelve months from the issue of the Notes, the principal amount of the Notes then outstanding
shall be automatically converted in full into Ordinary Shares without the need to serve a Conversion Notice, save
that, to the extent any such conversion would otherwise result in the Noteholder (and any persons treated, under
the City Code, as acting in concert with the Noteholder) being interested in, in aggregate, more than 29.9% of the
total voting rights attaching to shares in the capital of the Company, the number of Notes so converting shall be
reduced accordingly and any remaining balance of the Notes shall be redeemed in cash. The resulting number of
Ordinary Shares to be issued to the Noteholder shall be calculated using the VWAP Conversion Price.
89
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
31
Prior year restatement
The Euro-bond balance at 31 December 2023 has been restated from $6,053,854 to $7,329,620 within non
current liabilities (refer to Note 26) and the difference relates to a prior year adjustment for finance costs.
90
Nativo Resources PLC
Notes to the Financial Statements for the Year Ended 31 December 2024
Shareholder Information
AIM Rule 26 information
Dealing information
Country of incorporation
England & Wales (Registered number 5483127)
Main country of operation
Peru
Trading information
Shares in Nativo Resources PLC are only traded on AIM, a market operated by the London Stock Exchange Plc,
and the Company has not applied or agreed to have any of its securities admitted or traded to any other
exchange platform.
There are no restrictions on the transfer of ordinary shares.
Address
Nativo Resources PLC
85 Great Portland Street
First Floor
London
W1W 7LT
Nominated advisor and Brokers
Zeus Capital Limited
125 Old Broad Street
London
EC2N 1AR
Company Secretary
AMBA Secretaries Limited
400 Thames Valley Park Drive
Reading, Berkshire
RG6 1PT
Registrars
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
Solicitors
Fieldfisher
Riverbank House
London
W15 4JU
Auditors
MAH, Chartered Accountants
2nd Floor
154 Bishopsgate
London
EC2M 4LN