AIM Rule 26
This page is published in accordance with AIM Rule 26
and was last updated on 3 August 2026
Christian Yates (Executive Chair)
Stephen Birrell (Chief Executive Officer)
Andrew Donovan (Non-Executive Director)
Audit Committee
Andrew Donovan, Chair
Christian Yates
The Company has established an audit committee, which comprises Andrew Donovan (Chair) and Christian Yates. The audit committee’s main functions include, inter alia, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.
Remuneration Committee
Christian Yates, Chair
Andrew Donovan
The Company’s remuneration committee comprises Christian Yates, who has held the role of Chair since 2023, and Andrew Donovan.
The Remuneration Committee will review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The committee will meet as and when necessary, but at least once each year.
During the year ended 31 December 2023, the Committee met once to discuss the remuneration of the executive team, including the executive director.
Nominations Committee
Christian Yates, Chair
Andrew Donovan
The Company’s nomination committee comprises Christian Yates (Chair) and Andrew Donovan.
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 skill set required for the business. The Nomination Committee will meet as and when necessary. During 2023, the Committee did not formally meet.
England & Wales (Registered Number. 5483127)
The Board of directors of Nativo Resources plc (the “Company”) fully endorses the importance of good corporate governance and applies The Quoted Companies Alliance Corporate Governance Code 2023 (the “2023 QCA Code”), which they believe is the most appropriate recognised governance code for the Company with shares admitted to trading on the AIM market of the London Stock Exchange. It is believed that 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.
The 2023 QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of the business. These principles are:
- Establish a purpose, strategy and business model which promotes long-term value for shareholders;
- Promote a corporate culture that is based on ethical values and behaviours;
- Seek to understand and meet shareholder needs and expectations;
- Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long term success;
- Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation;
- Establish and maintain the Board as a well-functioning balanced team led by the Chair;
- Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up to date experience, skills and capabilities;
- Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement;
- Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture.
- Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
Chair’s Corporate Governance Statement:
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 2025. 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.
During 2025, no new directors were appointed or resigned from the Board. Christian Yates transitioned from Non-Executive Chair to Executive Chair on 1 May 2025, reflecting the increased executive support required at this stage of the Company’s development. Christian Yates as Executive Chair and Stephen Birrell as Chief Executive Officer, are Executive Directors of the Company, and Andrew Donovan is an Independent Non Executive Director.
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. 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
Executive Chair
Website disclosures:
The QCA Code requires us to apply the ten principles and publish certain disclosures in our annual report and also on our website. Our website disclosures are as follows:
Principle Three - Seek to understand and meet shareholder needs and expectations.
The Executive Chair, Christian Yates, has primary responsibility for shareholder liaison, supported by the Chief Executive Officer, Stephen Birrell.
The Board is committed to maintaining open dialogue with shareholders and ensuring that their views are understood and considered as part of the Company’s decision-making process.
Shareholders are encouraged to contact the Company with any queries via:
info@nativoresources.com
The Company engages with shareholders through the Annual General Meeting, investor presentations and direct discussions with investors. Feedback from these interactions is communicated to the Board to support its understanding of shareholder views.
During 2025, the Company maintained regular engagement with shareholders through a series of Regulatory News Service announcements providing operational updates and funding developments. In addition, the Executive Chair engaged directly with investors on matters including the Company’s strategy, funding approach and operational progress, with feedback from these discussions informing Board deliberations and decision-making.
Principle Four: Take into account wider stakeholder interests, including environmental responsibilities and their implications for long term success
Disclosure: Explain how the Company identifies the key resources and relationships on which the business relies.
The Board recognises that the long-term success of the Company depends on maintaining access to key resources and sustaining effective relationships with its stakeholders. The Company identifies its key resources and relationships through ongoing Board and management review, informed by its strategic planning process and risk management framework.
Key resources include the Company’s people, operational assets and licences and mining concessions, access to capital and technical expertise, while key relationships include shareholders, regulators, local partners, suppliers and employees. These are reviewed periodically to ensure that any changes in the operating environment or strategy are appropriately reflected in the Company’s priorities and decision-making.
Disclosure: Explain who is responsible for stakeholder engagement, including whether particular responsibilities lie with any individual director or Board Committee.
Overall responsibility for stakeholder engagement rests with the Board. Day-to-day engagement is delegated to management, led by the Chief Executive Officer, who is responsible for maintaining effective relationships with key stakeholder groups.
The Chair has primary responsibility for shareholder engagement and ensures that there is an open dialogue with investors on governance and strategy. The Board as a whole receives updates from management on stakeholder matters and, where relevant, considers these as part of its decision-making. Specific areas such as employee matters, health and safety, and environmental responsibility are overseen at management level and reported to the Board as appropriate.
Employees are able to raise concerns through formal channels, including the Company’s whistleblowing policy, ensuring that issues can be escalated and addressed appropriately.
Disclosure: Explain how the Company obtains feedback from stakeholders and the actions that have been generated as a result of this feedback (e.g. changes to inputs or improvements in products).
The Company engages with stakeholders through a range of formal and informal channels appropriate to each group. These include investor meetings and shareholder communications, regular interaction with suppliers and partners, employee engagement and internal reporting processes, and ongoing dialogue with regulators.
Feedback from shareholders is obtained at general meetings, where shareholders are invited to raise questions directly with the Board. Feedback from employees is obtained through day-to-day engagement and internal reporting channels, including the whistleblowing framework. The Company also provides a dedicated email contact info@nativoresources.com which is provided on its website to enable stakeholders to raise queries or provide feedback directly.
Stakeholder feedback is considered by management and, where appropriate, escalated to the Board. This has informed the Company’s approach to maintaining transparent communications with investors, enhancing internal reporting processes, and ensuring that operational practices remain aligned with stakeholder expectations. The Board considers stakeholder feedback as part of its wider assessment of strategy, risk and long-term sustainability.
Principle Seven: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up to date experience, skills and capabilities
Disclosure: Roles and responsibilities of the Chair, CEO and other directors who have specific individual responsibilities or remits; and how if at all these have evolved.
The Executive Chair, Christian Yates, is responsible for leadership of the Board, ensuring its effectiveness in setting the Company’s strategy and overseeing its implementation. He promotes a culture of openness and constructive challenge and facilitates effective contribution from all directors. He also leads on shareholder engagement and ensures that stakeholder views are communicated to the Board.
Christian has extensive experience at Chief Executive and Board level, having acted as Chair of two listed companies. He has worked across several sectors including renewable energy, natural resources and cleantech. He joined the Board in January 2022 and assumed the role of Chair in November 2023.
The Chief Executive Officer, Stephen Birrell, is responsible for the day-to-day management of the Company and for executing the strategy approved by the Board. This includes responsibility for operational delivery, financial performance and maintaining effective relationships with key stakeholders.
Stephen is a senior C-suite executive with over 37 years’ experience. He holds a BSc Honours in Applied Geology and has worked extensively in the global petroleum industry. Prior to joining the Company, he served as an independent non-executive director on a number of boards, bringing additional governance and oversight experience to his role.
Andrew Donovan, Independent Non-Executive Director, provides independent oversight and constructive challenge to the executive management team. He is Chair of the Audit Committee and a member of the Remuneration and Nominations Committees.
The Board considers that the current allocation of responsibilities is appropriate for the Company’s size and stage of development. The leadership structure, including the combination of Chair and executive responsibilities, is kept under review and will evolve as the Company grows.
Disclosure: Describe the roles of any committees setting out their terms of reference and matters reserved for the board for its consideration and how, if at all these have evolved.
The Board has established Audit, Remuneration and Nominations Committees, each of which operates under formal terms of reference that are reviewed periodically and are available on the Company’s website. The Board has also adopted a schedule of matters reserved for its decision, including approval of strategy, budgets, major transactions, and internal control systems.
The Audit Committee comprises two members and meets at least twice annually. It is responsible for monitoring the integrity of the financial statements, reviewing the effectiveness of internal controls and risk management systems, and overseeing the relationship with the external auditor, including their independence and performance.
Andrew Donovan, as Chair of the Audit Committee, brings significant financial and transactional expertise. He is a Chartered Accountant, trained at Arthur Andersen, and has over 28 years’ investment banking experience, having worked on numerous transactions at Schroders, Citi, Lexicon Partners, Evercore Partners and Schroders Greencoat. The Board is satisfied that the Committee possesses an appropriate level of financial expertise.
The Remuneration Committee is responsible for determining and reviewing the Company’s remuneration policy and the remuneration of executive directors and senior management, ensuring alignment with the Company’s strategy and long-term shareholder interests. The Committee meets as required, and at least twice annually.
The Nominations Committee is responsible for Board composition, succession planning and evaluation of Board and committee effectiveness. It reviews the balance of skills, experience and independence on the Board and makes recommendations for new appointments where appropriate.
The Nominations Committee did not formally meet during 2025, as no appointments or formal succession planning decisions were required during the period.
All Committees report to the Board following meetings. The structure, composition and operation of the Committees are kept under regular review to ensure they remain appropriate as the Company develops.
Disclosure: Describe any actions taken and/or plans for evolution of the governance framework in line with the company’s plans for growth in the year ahead.
The Board recognises the importance of maintaining a governance framework that is proportionate to the Company’s size, complexity and growth. During the year, the Company has undertaken a review of its governance arrangements to align with the 2023 QCA Code and to support its continued development.
As part of this process, the Company has:
- reviewed its Committee terms of reference and matters reserved for the Board;
- reviewed and updated its risk register; and
- reviewed the Company’s policies and procedures.
The Board will continue to evolve its governance framework in line with the Company’s growth. This includes keeping Board composition under review, with particular focus on maintaining an appropriate level of independent non-executive oversight, and considering the Company’s size and further enhancements to governance structures as the business develops.
The Board remains satisfied that it retains full and effective control of the Company through a programme of regular Board meetings at which financial, operational and strategic matters are considered.
Principle Eight: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Disclosure: A description of the Board performance evaluation process.
The Board recognises that regular evaluation of its performance and that of individual directors is an important component of effective governance and continuous improvement.
Given the size of the Company and its current stage of development, the Board has not undertaken a formal externally facilitated evaluation during the year. Instead, Board effectiveness is kept under ongoing review through discussions led by the Chair.
The Board considers matters such as the balance of skills and experience, the ability to provide constructive challenge, and the effectiveness of its oversight of strategy, risk and internal controls. Any areas for improvement identified through this process are discussed and, where appropriate, actions are agreed.
The Board intends to keep the timing and format of a more formal evaluation under review and expects to introduce a more structured evaluation process as the Company grows and its governance framework continues to develop.
No formal external evaluation is currently planned, given the Company’s size and stage of development. The Board will keep this under review and expects to introduce a more structured evaluation process as the Company and its governance framework develop.
Disclosure: Explain how the company approaches succession planning and the criteria and processes by which it determines board and other senior management appointments, including links to the board performance review process.
The Nominations Committee is responsible for succession planning for both the Board and senior management. It considers the current and future requirements of the business, taking into account the Company’s strategy, stage of development and the need to maintain an appropriate balance of skills, experience and independence.
Appointments to the Board and senior management are made on merit, against objective criteria, having due regard to the skills, experience and capabilities required to support the Company’s long-term success.
The Board performance review process informs succession planning by identifying any gaps in skills, experience or capacity, as well as highlighting areas where additional independent oversight may be beneficial. These considerations are taken into account by the Nominations Committee when assessing potential appointments and planning for Board evolution.
The Board will continue to review its succession planning arrangements to ensure they remain aligned with the Company’s growth and governance requirements.
Principle Ten - Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Disclosure: Disclose the outcome of votes in a clear and transparent manner.
The Company announces the results of all resolutions put to shareholders at its Annual General Meeting and any General Meetings via a Regulatory News Service immediately following the relevant meeting. The results include a detailed breakdown of votes cast for, against and withheld.
Voting outcomes are also made available on the Company’s website to ensure ongoing transparency and accessibility for shareholders.
Disclosure: Where a significant proportion of votes (e.g. 20% of independent votes) have been cast against a resolution at any general meeting, the company should include, on a timely basis, an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it has taken, or will take, as a result of the vote
Where a significant proportion of votes (being 20% or more) are cast against a resolution, the Company undertakes to engage with relevant shareholders to understand the reasons behind the voting outcome. This engagement is typically led by the Chair and, where appropriate, other members of the Board.
The Board considers the feedback received and determines whether any actions are required. Where appropriate, the Company will provide an update on the outcome of this engagement and any actions taken, either through subsequent disclosures or in the following year’s corporate governance statement.
At the General Meeting held on 5 September 2025, a significant proportion of votes (in excess of 20%) were cast against each of the resolutions proposed, with approximately 34.5% and 34.8% of votes cast against Resolutions 1 and 2 respectively. Resolution 2, which was a Special Resolution requiring a 75% majority, was not passed.
The Board engaged with shareholders following the meeting to understand the reasons underlying the voting outcome. The feedback informed further shareholder engagement and communication, and the Company subsequently convened a further General Meeting on 26 September 2026, at which the relevant resolution was reproposed and approved, reflecting improved shareholder support following this engagement process.
Disclosure: Include historical annual reports, investor presentations and other governance- related materials, including notices of all general meetings over the last five years, and ensure they are accessible to all types of shareholders.
The Company maintains an investor section on its website (www.nativoresources.com), where shareholders can access historical annual reports, investor presentations and governance-related materials. This includes notices of all general meetings for at least the previous five years, together with other relevant shareholder communications.
The Board seeks to ensure that this information is clearly presented, regularly updated and accessible to all shareholders.
Our annual report disclosures, (Principles 1, 2, 5, 6 or 9), can be found in our Annual Report for the year ended 31 December 2025 at pages 19 to 26, which can be found on our website at:
Results, reports and presentations | Nativo Resources
Updated on 13 July 2026
AMBA Secretaries Limited
Shares in Nativo Resources plc are only traded on AIM, a market operated by the London Stock Exchange plc and has not applied or agreed to have any of its securities admitted or traded to any other exchange or platform.
There are no restrictions on the transfer of ordinary shares.
1,358,618,475 AIM securities in issue.
There are no shares held in treasury.
16.1% (219,413,573)
As at the date last notified, the following were registered as being interested in 3% or more of the Company’s ordinary share capital:
| Shareholder | % of Issued Capital | Date Last Notified |
| YA II PN Ltd | 12.15% | 3 August 2026 |
| Premier Milton Group plc | 11.04% | 3 August 2026 |
| Spartan Fund Ltd. | 5.06% | 14 August 2026 |
| Warrants/Options | No. Shares |
| Warrants | 730,228,238 |
| Board/management performance options | 62,318,791 |
Notice of Annual General Meeting - 2 June 2026
Notice of General Meeting - 1 April 2026
Notice of General Meeting - 26 September 2025
Notice of General Meeting - 5 September 2025
Noteholder Adjourned Meeting Pack
Notice of Adjourned Noteholder Meeting
Notice of Adjourned Meeting - 16 June 2025
Consent Solicitation Memorandum for Noteholders
Notice of General Meeting for Noteholders - June 2025
Notice of General Meeting - 16 May 2025
Proposed Share Consolidation Circular and Notice of General Meeting - 25 February 2025
Notice of General Meeting – 9 December 2024
Notice of General Meeting – August 2024
Notice of General Meeting - September 2022
Proposed Acquisition Circular - November 2019
Fundraising Circular - May 2017
Open Offer Circular and Notice of General Meeting - April 2017
Zeus Capital Limited
125 Old Broad Street
London
EC2N 1AR
Zeus Capital Limited
125 Old Broad Street
London
EC2N 1AR
Hybridan LLP
Birchin Court
20 Birchin Lane
London
EC3V 9DU
Axis Capital Markets Limited
73 Watling Street
London
EC4M 9BJ
MAH Chartered Accountants
2nd Floor
154 Bishopsgate
London
EC2M 4LN
DHM Stallard LLP
6 New St Square,
New Fetter Ln,
London EC4A 3BF
Vigo Consulting
78-79 New Bond Street
London
W1S 1RZ
For investor relations enquiries, please email nativo@vigoconsulting.com
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
Nativo aims to establish itself as a vertically integrated gold mining and processing business in Peru. The company's strategy is based on developing three core activities: primary gold mining, gold ore processing, and the recovery of gold and silver from tailings. The company has already acquired or optioned several projects for development and has identified additional opportunities for expansion. Nativo's nearest-term objectives are to establish gold production and develop La Patona Gold Ore Processing Plant to process Nativo's own and third-party material.