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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:

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.

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: 

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 

 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 (

), 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: