Native Mineral Resources Secures $3.5 Million Convertible Note With Lind Partners

Native Mineral Resources Secures $3.5 Million Convertible Note to Strengthen Balance Sheet and Support Growth

Native Mineral Resources Holdings Limited (ASX: NMR) has announced a $3,500,000 convertible note facility with existing funding partner Lind Global Fund III LP, providing the gold producer with fresh capital to address near-term debt obligations and support ongoing working capital needs. The deal underscores a continued relationship between NMR and Lind Partners, with the investor explicitly citing confidence in the company's operational capabilities and its flagship Blackjack Mill as reasons for renewed support.

What Has Been Announced

NMR has entered into a second Convertible Security Funding Agreement with Lind Global Fund III LP. The key commercial mechanics are straightforward:

• Issue price: A$3,500,000
• Face value of convertible security: A$3,937,500
• Commitment fee: 3% (A$105,000), deducted from funds advanced
• Repayment Date: 6 months from issue
• Debt repayment from proceeds: A$1,127,499 applied toward the first three monthly payments of NMR's existing Lind convertible note (issued 5 January 2026)
• Remaining proceeds: Applied to further debt reduction and general working capital

Managing Director Blake Cannavo said: "This facility provides NMR with flexible access to capital to support the Company's near-term objectives. We value Lind as an existing funding partner and believe the structure is appropriate for the Company at this stage."

Lind Partners Founder Jeffrey L. Easton added: "Blake Cannavo and the Native Mineral Resources team are proving operational expertise. We see significant value in their ability to leverage the Blackjack Mill across multiple assets in the Charters Towers region, and are pleased to support them again during this next growth phase and mission to create shareholder value."

Breaking Down the Convertible Note Structure

If NMR redeems the convertible security at face value on or before the six-month repayment date, no conversion shares or placement shares will be required to be issued — meaning dilution is not inevitable and depends entirely on the company's ability to repay.

Understanding Convertible Notes: A Plain-English Explainer

What Is a Convertible Note?

A convertible note is a form of debt financing that gives the lender the option to convert the amount owed into equity (shares) under specified conditions, rather than receiving cash repayment. It sits between traditional debt and equity on the financing spectrum.

Why Does This Matter for NMR Investors?

The key distinction here is that conversion is conditional. If Native Mineral Resources secures $3.5 million convertible note facility with Lind Partners and repays the face value of A$3,937,500 within six months, the investor receives no shares and the transaction is simply a short-term loan.

However, if NMR does not repay within that window, Lind can elect to convert the outstanding balance into NMR shares at a price determined by a formula based on recent trading prices — capped at a maximum of 71,002,320 shares, representing approximately 6.5% of current issued capital.

Key Terms Explained

• VWAP (Volume-Weighted Average Price): The average share price during a trading session, weighted by the volume of shares traded at each price point. Used here to determine the conversion price.
• Face Value: The total amount the company must repay to extinguish the debt — in this case, A$3,937,500, which is higher than the A$3,500,000 received, reflecting the cost of financing.
• Placement Shares: Up to 25,000,000 shares that may be issued to the investor if conversion occurs, intended to offset future conversion share issuances.
• ASX Listing Rule 7.1: The ASX rule governing a company's capacity to issue new securities without shareholder approval — typically capped at 15% of issued capital in a 12-month period.
• General Security Agreement: A legal agreement granting the lender a security interest over company assets, providing additional protection for the investor.

How the Proceeds Are Being Deployed

The net proceeds (after the commitment fee and debt repayment) flow in two directions.

Debt Restructuring — A$1,127,499

Funds are directly applied to cover the first three monthly payments on NMR's existing Lind convertible note from January 2026. This reduces the immediate cash obligations on that existing facility.

Debt Reduction and Working Capital — Remainder of Proceeds

The balance is earmarked for reducing other company debt and supporting ongoing operational and working capital requirements. This structure suggests NMR's priority at this stage is balance sheet management — reducing near-term payment pressure while maintaining liquidity to support operations.

Dilution: Understanding the Real-World Impact

A key investor concern with any convertible note is dilution — the potential reduction in existing shareholders' percentage ownership if new shares are issued on conversion. NMR has disclosed the following:

• Maximum potential shares on conversion: 71,002,320 shares
• This represents approximately 6.5% of current issued capital
• Conversion is at the investor's election, only if NMR does not redeem the note at face value within six months
• If NMR redeems the note in full before the repayment date, zero new shares are issued

Furthermore, the actual dilution — if any — will depend on variables including the timing of any conversions, whether NMR makes cash or share-based repayments, and prevailing share prices at the time of conversion notices.

NMR has confirmed the maximum issuance of 71,002,320 shares sits within its current ASX Listing Rule 7.1 capacity, though the company may seek shareholder ratification under Listing Rule 7.4 to preserve its full placement capacity for future capital requirements.

The Lind Relationship: A Repeat Partnership

This is the second convertible security funding agreement between NMR and Lind Partners, the first having been executed on 5 January 2026. The continuation of this funding relationship carries a signal worth noting — Lind has chosen to re-engage rather than step away.

In addition, the investor's public commentary specifically references NMR's operational expertise, the strategic value of the Blackjack Mill, and NMR's capacity to leverage the mill across multiple assets in the Charters Towers region. This framing positions the Blackjack Mill as a central asset in NMR's value story, with Lind's commentary suggesting confidence in its role as a processing hub for regional production.

What Comes Next

NMR has outlined several procedural and strategic steps that follow from this agreement:

1. Convertible security issuance — The security will be formally issued following satisfaction of agreement conditions, with the net funding amount already transferred and held by the company.
2. Six-month repayment window — NMR has until the Repayment Date to redeem the note at face value and avoid conversion.
3. Shareholder ratification (potential) — NMR may seek ratification under ASX Listing Rule 7.4 for the notes and any underlying ordinary shares, if it determines it is in shareholders' best interests to maintain full placement capacity.
4. Ongoing market disclosure — The company has committed to keeping the market informed of all material developments, including any securities issuances and any further tranches negotiated under the agreement.
5. Operational continuity — Proceeds supporting working capital are intended to underpin the company's ongoing exploration activities and operations.

Investment Considerations

What This Announcement Tells Investors About NMR's Current Position

• NMR is actively managing its balance sheet through a structured refinancing arrangement with an established institutional investor
• The company has assessed alternative funding options — including traditional equity raises and other equity-linked instruments — and determined this convertible note structure to be the most commercially appropriate solution available
• The transaction was negotiated at arm's length and confirmed to be on market-standard terms following legal review
• The repeat engagement from Lind Partners reflects continued institutional interest in NMR's asset base and operational direction

Key Considerations to Monitor

• NMR's ability to redeem the note within six months — which would eliminate dilution risk entirely
• Operational updates from the Blackjack Mill and related assets in the Charters Towers region
• Any further tranches or capital activity, which the company has indicated it will disclose as they arise
• Share price performance relative to the A$0.15 conversion price cap, which sets a reference point for understanding potential conversion economics

Key Takeaway

Native Mineral Resources secures $3.5 million convertible note facility with Lind Partners through a repeat engagement with institutional investor Lind Global Fund III LP, using the proceeds to reduce existing debt obligations and shore up working capital. With a six-month redemption window that could eliminate dilution entirely, and with Lind explicitly backing NMR's operational model and the Blackjack Mill's regional potential, this announcement reflects a company focused on financial stability as a foundation for its next phase of growth. Investors should watch closely for operational updates and the company's progress toward meeting its repayment obligations.

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