REG - Hummingbird Res. - Debt Restructuring & Statement Re Possible Offer

Hummingbird ResourcesAnnouncement

06/11/2024 17:45

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RNS Number : 2429L  Hummingbird Resources PLC  06 November 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, EVEN IF ANY PRE-CONDITIONS ARE
SATISFIED OR WAIVED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) NO.596/2014 AS AMENDED AND TRANSPOSED INTO UK
LAW IN ACCORDANCE WITH THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Hummingbird Resources plc / Ticker: HUM / Index: AIM / Sector: Mining

 

6 November 2024

Hummingbird Resources plc

("Hummingbird" or the "Company")

Proposed Debt Restructuring and Statement Regarding Possible Offer

Further to its announcement on 1 November 2024, Hummingbird (AIM: HUM)
provides an update regarding ongoing discussions with its primary lenders,
Coris (the "Lenders") and CIG SA ("CIG"), and the Company's largest
shareholder Nioko Resources Corporation ("Nioko", and together with Coris and
CIG, the "Coris Parties"), in relation to the Company's liquidity position, a
proposed debt restructuring, a partial debt-to-equity conversion and a
possible offer for all of the shares issued and to be issued in the Company
not owned by Nioko (the "Proposals").

Despite the best efforts of the Company, the continued challenges around
operational performance at Yanfolila, equipment availability, working capital
constraints and further delays in the ramp up of operations at Kouroussa (as
detailed further in the Company's announcement earlier today), have placed
significant strain on Hummingbird's balance sheet and ability to meet
near-term debt repayment obligations.

Proposed Debt-to-Equity Conversion and Possible Offer

To address the Company's immediate obligations, CIG is providing, on 6
November 2024, the outstanding US$10m loan referred to in the Company's
announcements of 27 September 2024 and 1 November 2024, and following the
latest advance the Company now has approximately US$30m of unsecured debt due
to CIG (the "New CIG Loan").  Alongside this advance, CIG has proposed, and
Hummingbird's Board has agreed in principle, to a debt-to-equity conversion by
CIG, whereby the principal amount outstanding under the New CIG Loan would be
converted into new ordinary shares in the capital of the Company to be issued
to CIG's subsidiary, Nioko, at a conversion price of 2.6777 pence per Ordinary
Share increasing its voting rights to approximately 71.8% (the "Debt-to-Equity
Conversion") on the terms further described below.

Following completion of the proposed Debt-to-Equity Conversion, Nioko has
indicated its intention to seek to delist the Company's shares from trading on
AIM. Accordingly, in order to provide an exit opportunity for independent
shareholders, Nioko has agreed in principle to announce a firm intention to
make an offer for the entire issued ordinary share capital of the Company that
it does not hold at a price of 2.6777 pence per Ordinary share (the same price
as the Debt-to-Equity Conversion), as set out in more detail below. While
discussions are continuing, there can be no certainty that any firm offer will
be made, even if any pre-conditions are satisfied or waived. A further
announcement will be made as and when appropriate. Hummingbird shareholders
are strongly advised not to take any action at this time.

Debt Deferral

In addition, Hummingbird has reached an agreement with the Lenders, through
waiver agreements (the "Waivers"), to defer approximately US$30m in repayments
due on 31 October 2024 (including accrued interest) that the Company was not
able to pay on an ongoing rolling basis to support the Company's liquidity
position as, inter alia, Yanfolila improves operational efficiency and
Kouroussa completes its ramp up to full targeted production volumes.

Board Appointments

Geoff Eyre has been appointed to the Board as Interim CEO with immediate
effect, at the request of Nioko and with the agreement of the Hummingbird
Board to drive a transformation plan focused on improving operational
performance. Further to the Company's announcement of 27 September 2024, Oumar
Toguyeni has now joined the Board. Dan Betts will remain as Executive
Chairman. EY Parthenon ("EY") has also been engaged to support the Board with
a comprehensive financial review which is currently at an advanced stage.

 

Dan Betts, Executive Chairman of Hummingbird, commented

"We are navigating through a pivotal period for the Company, and the decision
to restructure our debt with the support of our Lenders, CIG and major
shareholder, Nioko, is a crucial step toward achieving financial stability.
Nioko has expressed its commitment to work with all stakeholders including
suppliers to find a sustainable solution. By extending the payment deadline
and converting the New CIG Loan into equity, we aim to provide a solid
foundation for our future operations. With Geoff Eyre at the helm as Interim
CEO, we will conduct a thorough review of the business, enabling better
informed strategic decisions that align with our long-term goals. We remain
committed to protecting the interests of our shareholders as a whole during
this transition which is evidenced by the possible offer from Nioko at the
same price as the Debt-to-Equity Conversion."

New CIG Loan and Proposed Debt-to-Equity Conversion

CIG is providing, on 6 November 2024, the outstanding US$10m loan referred to
in the Company's previous announcements of 27 September 2024 and 1 November
2024, and following such latest advance the Company has approximately US$30m
of unsecured debt due to CIG pursuant to the New CIG Loan, which has
consolidated all amounts advanced by it under one loan agreement (the "New CIG
Loan Agreement").  The New CIG Loan Agreement provides that the consolidated
loan shall carry interest a rate of 14 per cent. per annum, with principal and
accrued interest being repayable on 31 December 2024.  The New CIG Loan is
capable of being accelerated upon any competing proposal involving a change of
control of the Company becoming unconditional.

Pursuant to a non-binding term sheet between the Company and the Coris
Parties, CIG has proposed, subject to the entry into of a subscription
agreement, to convert the total amount outstanding under the New CIG Loan
Agreement (excluding interest accrued thereon) into 863,079,491 new ordinary
shares of 1 penny each in the capital of the Company ("Ordinary Shares"), to
be issued to Nioko at a conversion price of 2.6777 pence per Ordinary Share,
representing a discount of approximately 58.2 per cent. to the closing share
price of 5 November 2024, being the last trading day prior to the date of this
announcement and 58.7 per cent. to the 30-day VWAP of the Company ending on 5
November 2024. Full implementation of the proposed Debt-to-Equity Conversion
would increase Nioko's shareholding to approximately 71.8% of the Company's
then enlarged issued share capital (representing approximately 70% of the
Company's fully diluted share capital, assuming the exercise of the 42,589,480
in-the-money warrants and other options over Ordinary Shares that are
outstanding).

The proposed Debt-to-Equity Conversion will be subject to, inter alia,
receipt of all necessary governmental and regulatory approvals (including for
change of control) and the Takeover Panel granting a Rule 9 Waiver, to be
approved by the Company's independent shareholders ("Independent
Shareholders") by way of an ordinary resolution on a poll, of the obligations
that would otherwise fall upon Nioko pursuant to Rule 9 of Code to make an
offer for the entire issued and to be issued share capital of the Company (the
"Rule 9 Waiver Resolution") and certain other necessary resolutions to approve
the issuance of the new Ordinary Shares. Subject to the consent of the
Takeover Panel, a shareholder circular relating to the proposed Debt-to-Equity
Conversion will be published shortly, including formal notice of a general
meeting (the "General Meeting") at which the Rule 9 Waiver Resolution will be
tabled.

If the Rule 9 Waiver Resolution is passed, along with the other requisite
shareholder resolutions for the issue of the new Ordinary Shares to Nioko, an
amount of the New CIG Loan would be automatically converted into Ordinary
Shares to give Nioko 49.9% of the voting rights of the Company, pending
receipt of further regulatory approvals required for Nioko in respect of a
change of control of the Company.  The remainder of the principal amount
under the New CIG Loan would then convert at the option of Nioko once the
relevant regulatory approvals are obtained for such change of control.

CIG has also indicated its willingness to engage in good faith discussions in
respect of potential additional funding for the Company, following its due
diligence exercise, with a view to the Company continuing as a going concern
pending full implementation of the Proposals.

Possible Offer

CIG and Nioko have informed the Company that, following completion of the
proposed Debt-to-Equity Conversion, they would seek to procure the
cancellation of the admission to trading of the Company's Ordinary Shares on
AIM ("Cancellation") as they believe that the Company's financial and
operational situation could be stabilised more easily as a private company.
Upon acquiring control of the Company, they would also intend to make certain
additional changes to its board and management and explore the Company's
options to secure additional debt and equity funding to put it on a more
sustainable long-term footing.

The Company, CIG and Nioko recognise the dilutive impact of the proposed
Debt-to-Equity Conversion for Independent Shareholders, and have discussed
various alternatives to address this, including allowing shareholders the
opportunity to participate in an equity placement at the same time as the
Debt-to-Equity Conversion by way of an open offer. However, given the ongoing
uncertainty around the Company's short and medium-term financial prospects and
the proposed Cancellation, the Board has determined that further equity
participation at this stage would not be in the best interests of Independent
Shareholders.

In order to protect Independent Shareholders and ensure that there is a
liquidity event for them to realise value in these challenging circumstances,
Nioko is prepared to consider announcing a firm intention to make an offer for
the entire issued and to be issued share capital of the Company that it does
not then hold (the "Offer"). The pre-conditions for the making of the Offer
are the completion of Nioko's due diligence to its satisfaction, the entry
into of the subscription agreement for the Debt-to-Equity Conversion and the
Company posting the circular and convening the requisite General Meeting for
the Rule 9 Waiver. Nioko has confirmed that the proposed price for the Offer,
if made, would be 2.6777 pence per share (the "Offer Price"), which is the
same price as the proposed Debt-to-Equity Conversion. The Offer would be
subject, among other things, to Independent Shareholders approving the Rule 9
Waiver Resolution for the Debt-to-Equity Conversion. The Debt-to-Equity
Conversion and subscription agreement would be conditional upon the Offer
being made and such condition shall not be capable of waiver by Nioko. It is
intended that, once the Debt-for-Equity Conversion has become unconditional,
there would be no further regulatory conditions to the Offer and no acceptance
condition.

In accordance with Rule 2.5(a) of the Code, Nioko reserves the right to make
an offer for the Company at a lower value than the Offer Price: (i) with the
agreement or recommendation of the Board of the Company; or (ii) if a third
party announces a firm intention to make an offer for the Company which, at
that date, is of a value less than the value of the Offer Price. If the
Company declares, makes or pays any further dividend or distribution or other
return of value or payment to its shareholders, Nioko reserves the right to
make an equivalent reduction to the Offer Price. Nioko reserves the right to
vary the form and / or mix of the consideration it would offer. Nioko further
reserves the right to waive any of the pre-conditions to the Offer referred to
above or to subject the Offer to additional conditions or pre-conditions.

Nioko is still conducting its due diligence with a view to announcing a firm
intention to make an offer for Hummingbird in accordance with Rule 2.7 of the
Code, subject to conditions or pre-conditions if relevant (in addition to the
pre-conditions abovementioned). If Nioko is not in a position to announce a
firm intention to make an offer at least seven days prior to the General
Meeting, the Company, following consultation with its shareholders, expects to
adjourn the General Meeting until such time as Nioko is in a position to make
such announcement. While discussions are continuing, there can be no certainty
that any firm Offer will be made even if the pre-conditions are satisfied or
waived. A further announcement will be made if and when appropriate.
Hummingbird shareholders are strongly advised not to take any action at this
time.

In accordance with Rule 2.6(a) and Rule 2.6(c) of the Code, Nioko and CIG are
required, by not later than 5.00 p.m. (London time) on 4 December 2024, to
either announce a firm intention to make an offer, subject to conditions or
pre-conditions if relevant, for Hummingbird  in accordance with Rule 2.7 of
the Code or announce that it does not intend to make an offer for Hummingbird,
in which case the announcement will be treated as a statement to which Rule
2.8 of the Code applies.

Pursuant to Rule 2.9 of the Code, the Company confirms that, as at the date of
this announcement, it has 811,308,990 Ordinary Shares of 1p each in issue with
the International Securities Identification Number GB00B60BWY28 (excluding
shares held in treasury). The Company's LEI is 213800PBYMQ6Z2D7UZ96.

As a consequence of this announcement, an 'offer period' has now commenced in
respect of the Company in accordance with the rules of the Code and the
attention of shareholders is drawn to the disclosure requirements of Rule 8 of
the Code, which are summarised below.

This announcement is being made with the consent of the Coris Parties.

Expected timetable

Further information on the expected timetable for the proposed Debt-to-Equity
Conversion and Offer will be released in due course. The Company currently
expects that a further update on the entry into of the subscription agreement
will be made by 19 November 2024, with the Rule 9 Waiver circular to be
published in early December 2024.

Debt Rescheduling

Hummingbird has reached an understanding with the Lenders, through waiver
agreements (the "Waivers"), to defer approximately US$30m in repayments that
fell due on 31 October 2024 (including accrued interest) on an ongoing rolling
basis (the "Debt Rescheduling").  The Waivers are subject to the payment of a
postponement fee of 3% of the amount postponed, and to additional security
being made available to the Lenders. The Lenders will continue to monitor the
group's liquidity situation and expect to grant further waivers as appropriate
provided that the Company continues to demonstrate a path forward to
implementing the Proposals.

Board Appointments

As part of the debt restructuring, Geoff Eyre has been appointed as Interim
CEO with immediate effect at the request of Nioko and with the agreement of
the Hummingbird Board, to lead a full financial and technical review of the
business. As previously announced, Dan Betts will continue as Executive
Chairman. Geoff has achieved significant cross-functional strategic and
operational success in international corporate environments and has
significant West African gold mining experience.  Geoff is the former CFO of
Balkan base metals developer Adriatic Metals plc, navigating it through rapid
growth following its LSE listing and construction financing. He also spent
almost six years as CFO of West African gold miner, Avesoro Resources Inc,
where he led the operational turnaround of its New Liberty mine in Liberia as
well as helping run two other gold mining operations.  He was a graduate
engineer, worked at EY and was previously Global and Group Financial
Controller at Ferrexpo plc.

Further disclosures in relation to Mr. Eyre's appointment as required under
AIM Rule 17 and Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for
Companies are included in the Additional Information section below.

In addition, further to the Company's announcement of 27 September 2024, Oumar
Toguyeni has now joined the Board. Oumar is an executive, and a Director of
Nioko Resources Corporation, the Company's largest shareholder and a wholly
owned subsidiary of CIG.

Oumar is a highly experienced global mining executive, with over 35 years of
industry expertise. His career has included senior leadership positions at
major international mining companies such as BHP Billiton, Alcoa Inc., and
IAMGOLD Corporation. Beginning his career as an exploration geologist in
Burkina Faso, Oumar has gained extensive experience across Africa, Europe,
North and South America, the Caribbean, and Canada. Bilingual in English and
French, he brings a wealth of international experience and insight to the
Board.

Oumar holds an MSc, an MBA, and an ICD.D qualification, and with his extensive
experience, has comprehensive knowledge of operational management, business
strategy, international markets, and will be a significant asset to
Hummingbird's Board as the Company furthers its focus on ensuring long-term
success and delivering value to all stakeholders.

 

Further disclosures in relation to Mr. Toguyeni's appointment as required
under AIM Rule 17 and Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules
for Companies are included in the Additional Information section below.

EY will continue to lead the financial review and the Company and the Coris
Parties are in advanced discussions with suitably qualified providers who will
be appointed to head up the technical review.

Related Party Transactions and Relationship Agreements

Nioko is a substantial shareholder in the Company and a wholly owned
subsidiary of CIG. The Company entering into the New CIG Loan Agreement and
the Debt Rescheduling are consequently deemed to be related party transactions
pursuant to the AIM Rules for Companies. In this regard, the directors
(excluding the newly appointed directors) of the Company confirm, having
consulted with the Company's nominated adviser, Strand Hanson Limited, that
they consider the terms of such agreements to be fair and reasonable insofar
as its shareholders are concerned.

The Company's independent directors and Strand Hanson Limited have agreed in
principle to consent to or waive certain of the terms contained within the
previously announced Relationship Agreement with CIG in order to permit the
implementation of the Proposals.

Notes to Editors:

Hummingbird (AIM: HUM) is a leading multi-asset, multi-jurisdictional gold
producing Company, member of the World Gold Council and founding member of
Single Mine Origin (www.singlemineorigin.com (http://www.singlemineorigin.com)
). The Company currently has two core gold projects, the operational Yanfolila
Gold Mine in Mali, and the Kouroussa Gold Mine in Guinea, which will more than
double current gold output once in commercial production. Further, the Company
has a controlling interest in the Dugbe Gold Project in Liberia that is being
developed by its joint venture partner, Pasofino Gold Limited. The final
feasibility results on Dugbe showcase 2.76Moz in Reserves and strong economics
such as a 3.5-year capex payback period once in production, and a 14-year life
of mine at a low AISC profile. The Company's vision is to continue to grow its
asset base, producing profitable ounces with, Environmental, Social &
Governance ("ESG") policies and practices central to all its activities.

 

For further information, please visit hummingbirdresources.co.uk or contact

 Daniel Betts, Chairman  Hummingbird  Resources plc                             Tel: +44 (0) 20 7409 6660

 Thomas Hill, FD

 Edward Montgomery, CD
 Callum Stewart          Stifel Nicolaus Europe                                 Tel: +44 (0) 20 7710 7600

 Varun Talwar            Joint Financial Adviser
 James Spinney           Strand Hanson Limited                                  Tel: +44 (0) 20 7409 3494

 James Dance             Nominated Adviser & Joint Financial Adviser

 Ritchie Balmer

 David Asquith
 James Asensio           Canaccord Genuity Limited                              Tel: +44 (0) 20 7523 8000

 Charlie Hammond         Broker
 Bobby Morse             Buchanan (PR Adviser to Hummingbird Resources plc)     Tel: +44 (0) 20 7466 5000

 Oonagh Reidy            Financial PR/IR

 George Pope
 Jos Simson              Tavistock (PR Adviser to Nioko Resources Corporation)  Tel: +44 (0) 20 7920 3150

 Gareth Tredway

Further information

Important Notices

Stifel, which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom, is acting exclusively for Hummingbird and for no one
else in connection with the subject matter of this announcement and will not
be responsible to anyone other than Hummingbird for providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this announcement. Neither Stifel, nor any of its affiliates, owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Stifel in connection with this announcement, any
statement contained herein or otherwise.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting exclusively
for Hummingbird and for no one else and will not be responsible to anyone
other than Hummingbird for providing the protections afforded to its clients
or for providing advice in relation to the matters referred to in this
announcement. Neither Strand Hanson, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Strand Hanson in connection with this
announcement, any statement contained herein or otherwise.

Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting exclusively
for Hummingbird and for no one else and will not be responsible to anyone
other than Hummingbird for providing the protections afforded to its clients
or for providing advice in relation to the matters referred to in this
announcement. Neither Canaccord, nor any of its affiliates, owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Canaccord in connection with this announcement, any statement
contained herein or otherwise.

EY Parthenon / Ernst & Young LLP is acting exclusively for Hummingbird and
for no one else in connection with the subject matter of this announcement and
will not be responsible to anyone other than Hummingbird for providing the
protections afforded to its clients or for providing advice in relation to the
subject matter of this announcement.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m.
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the Takeover Panel's
Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions) at www.hummingbirdresources.co.uk by no later
than 12 noon (London time) on the business day following the date of this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by way of
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted. The distribution of
this announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of  Hummingbird who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Hummingbird who
are not resident in the United Kingdom will need to inform themselves about,
and observe any applicable requirements.

Nothing in this announcement is or should be relied on as a promise or
representation as to the future. This announcement includes certain
statements, estimates and projections provided by the Company in relation to
the Company's anticipated future performance. Such statements, estimates and
projections are based on various assumptions made by the Company concerning
anticipated results which may or may not prove to be correct. No
representations or warranties are made by any person as to the accuracy of
such statements, estimates or projections.

The person responsible for arranging for the release of this announcement on
behalf of Hummingbird is Dan Betts, Executive Chairman.

 

ADDITIONAL INFORMATION REQUIRED UNDER RULE 17 AND SCHEDULE 2, PARAGRAPH (G) OF
THE AIM RULES FOR COMPANIES ("AIM RULES")

 Full name:                                                    Geoffrey Peter Eyre
 Age:                                                          50
 Shareholding in the Company:                                  None
 Current directorships and partnerships:                       GPE Consulting Ltd
                                                               Explora One Ltd
                                                               Natalia Cox PMU & Aesthetics Ltd
                                                               Abbotts Court Sherborne Management Company Ltd
                                                               Kazera Global plc

 Historic directorships and partnerships in the last 5 years:  Northern Leaf Dwelling Limited
                                                               Northern Leaf Plc
                                                               Northern Leaf Properties Limited
                                                               Retreat Offices Limited
                                                               Retreat Leisure Holdings Limited
                                                               Vienna Rondel Limited
                                                               Northern Leaf UK Limited
                                                               Avesoro Services UK Limited
                                                               Caymen Burkina Mines Limited
                                                               AAA Exploration Burkina Limited
                                                               Avesoro Services (Jersey) Limited (fka Atmaca Mining Services Limited and fka
                                                               Amlib Jersey Limited)
                                                               Jersey Netiana Mining Limited
                                                               MNG Gold Exploration Limited
                                                               Amethyst Ex BV
                                                               Aquamarine Ex BV
                                                               Emerald Ex BV
                                                               Environminerals East Africa Limited
                                                               Jasper Ex BV
                                                               NurtureEx B.V.
                                                               Onyx Ex BV
                                                               Ruby Ex BV
                                                               Sapphire Ex BV
                                                               Topaz Ex BV
                                                               Thani Stratex Djibouti Limited
                                                               Avesoro Resources Inc.
                                                               Bea Mountain Mining Corporation
                                                               Adriatic Metals Services (UK) Limited
                                                               Adriatic Metals Holdings Bih Limited
                                                               Adriatic Metals Jersey Limited
                                                               Armada Minerals Limited
                                                               Tethyan Resources Jersey Limited

 

 

 Full name:                                                    Oumar Toguyeni
 Age:                                                          62
 Shareholding in the Company:                                  None
 Current directorships and partnerships:                       Nioko Resources Corporation

 Historic directorships and partnerships in the last 5 years:  IAMGOLD Essakane SA
                                                               IAMGOLD Boto SA
                                                               Société des Mines de Sadiola
                                                               Société des Mines de Yatela

 

 

There is no further information to be disclosed in relation to the director
appointments pursuant to Rule 17 and Schedule 2, paragraph (g) of the AIM
Rules.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
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