REG - Hummingbird Res. - Strategic Investment & Placement Update, GM notice
22/02/2023 07:00
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RNS Number : 6311Q Hummingbird Resources PLC 22 February 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE
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OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK
PURSUANT TO SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
22 February 2023
Hummingbird Resources plc
("Hummingbird" or the "Company")
Strategic Investment and Placement Update & Notice of General Meeting
Further to the Company's announcement on 7 February 2023 of the strategic
investment of US$15 million by CIG SA ("CIG") (the "CIG Investment"),
Hummingbird (AIM: HUM) is pleased to confirm an additional conditional
subscription of c.US$1.4 million (c.£1.2 million) (the "Subscription") from
certain existing institutional shareholders (the "Subscribers"), and that it
is also providing other shareholders in the Company with the opportunity to
subscribe for new ordinary shares at the same price as CIG and the Subscribers
through an open offer to raise up to c.US$2.4 million (£2 million) (the "Open
Offer"). An interview with senior management on this release and the outlook
for the Company will be released soon via VOX markets and also made available
on the Company's website.
The CIG Investment, the Subscription and the Open Offer (together the
"Placement"), assuming full take up under the Open Offer and all shareholder
resolutions are passed to approve the Placement, would result in total gross
proceeds for the Company of up to c.US$19 million.
The shareholder circular containing full details of the Placement, including
details of how qualifying shareholders can participate in the Open Offer (the
"Circular"), has been published today, together with a Notice of General
Meeting to be held at 1pm on 13 March 2023, setting out the shareholder
approvals required to complete the Placement, and instructions on how to vote.
The Circular and Notice of General Meeting will be sent to Shareholders today
and available on the Company's website shortly.
The Placement will be used to strengthen the Company's balance sheet and
provide improved liquidity to ensure the Company brings its second gold mine,
Kouroussa, into production as scheduled for first pour by the end of Q2 2023,
and to fast-track further exploration at the asset.
Dan Betts, CEO of Hummingbird, commented:
"We are delighted to welcome CIG as a key strategic investor into the Company.
CIG's investment endorses the Company's strategy for growth with a strategic
partner to underpin that ambition - both in the West African region and
beyond. Further, the Subscription and the Open Offer have been added to make
sure our existing shareholders have the opportunity to participate alongside
the CIG Investment. The Placement will strengthen the Company's balance sheet
to ensure Kouroussa comes into production on schedule by the end of Q2 2023 to
take the Company to be a +200,000 ounce gold producer and will also accelerate
exploration at the asset where we see material upside potential in extending
its life of mine.
With the operational performance improving at Yanfolila, and Kouroussa on
track to commence production by the end of Q2 2023, the Company is at a
pivotal juncture for significant growth, with expectations for improved cash
flow generation, a stronger balance sheet and a solid platform for further
growth in H2 2023 and beyond."
Highlights of the Strategic Investment and Placement Update & Notice of
General Meeting
· CIG Investment, as previously announced, of US$15 million, made
up of two investment tranches, the first of which has completed, with the
second tranche of US$11.2 million being subject to shareholder approval. CIG
currently holds 8.6% of the Company's issued share capital, and assuming the
full take up under the Open Offer and completion of the Fundraise will hold
25.6% of the Company's enlarged share capital.
· A Subscription with certain larger existing institutional
shareholders for an additional c.US$1.4 million (c.£1.2 million), also
subject to shareholder approval. The Subscribers have undertaken not to
participate in the Open Offer.
· An Open Offer to qualifying shareholders to raise up to an
additional c.US$2.4 million (£2 million), also subject to shareholder
approval.
· All new ordinary shares issued in connection with the Placement
shares will be issued at a price of 7.79 pence per new Ordinary Share, which
represents a c.2% premium to the 30-day VWAP ending on 5 February 2023, being
the last practicable date prior to announcement of the CIG Investment.
· Shareholders, including directors, holding in aggregate c.16.8%
of the existing ordinary shares in the Company, have indicated to the Company
their intent to vote in favour of the resolutions to approve the Placement.
· The second tranche of the CIG Investment, the Subscription and
the Open Offer are subject to approval by Shareholders at a General Meeting to
be held at 1pm on 13 March 2023, the details of which are set out in the
Circular, an extract from which is detailed below. The Subscription and the
Open Offer are each conditional on the approval by shareholders of the second
tranche of the CIG Investment.
All US$:£ amounts used in this announcement have been calculated based on an
exchange rate of US$0.83:£1, being the rate on Bloomberg on the date prior to
this announcement.
Extract from the Circular - Part 1 - Letter from the Chairman (selected
paragraphs)
INTRODUCTION
On 7 February 2023, the Company announced the execution of the CIG
Subscription Agreement pursuant to which CIG has agreed to subscribe for the
CIG Subscription Shares at the Issue Price by way of the CIG First Tranche
Subscription and the CIG Second Tranche Subscription. The CIG First Tranche
Shares have been issued and allotted and were admitted to trading on AIM on 10
February 2023. Issue and allotment of the CIG First Tranche Shares was made
pursuant to the 2022 Authorities. As the Company does not have sufficient
authority in place under the 2022 Authorities to issue and allot the CIG
Second Tranche Shares, the CIG Second Tranche Subscription is conditional on
Shareholder approval and the Company has called the General Meeting inter alia
in order to put to Shareholders the resolutions required to grant such
approval. If the Resolutions are not approved, the CIG Second Tranche
Subscription will not take place and the Company will have to return the
US$11.2 million subscription monies in respect thereof.
In addition, on 22 February 2023, the Company announced the Subscription by
certain existing Shareholders for an additional £1,180,185, and an Open Offer
to raise up to an additional £2 million. The Open Offer provides Qualifying
Shareholders (other than those who have participated in the Subscription, and
CIG) with an opportunity to participate in the proposed issue of the New
Ordinary Shares at the Issue Price.
The Company considers it important that, where reasonably practicable,
Shareholders have an opportunity to participate in its equity placements. To
that end, the Board is providing Qualifying Shareholders with the opportunity
to subscribe for the Open Offer Shares under the Open Offer at the Issue
Price. In connection with the Open Offer, the Company will allot (at the
Board's discretion and conditional on Admission) up to 25,673,941 Open Offer
Shares and will make an announcement in due course once the total number of
Open Offer Shares subscribed for is known. The aggregate maximum subscription
under the Open Offer is capped at £2 million and so will be exempt from the
requirement to publish a prospectus pursuant to the Prospectus Rules and/or
the Prospectus Regulation Rules.
Information on the Placement more generally is set out in this Part 1 of this
document.
ISSUE PRICE
The Issue Price per New Ordinary Share represents approximately a 2% premium
to volume weighted average price of the Ordinary Shares for the 30 day period
ending on 05 February 2023, being the last practicable day prior to the
announcement of the CIG Subscription.
USE OF FUNDS
The proceeds of the Placement, assuming that the Open Offer is fully
subscribed, will be £12,350,885 and will be used to strengthen the Company's
balance sheet and provide improved liquidity to ensure that the Company brings
its second gold mine, Kouroussa in Guinea, into production as scheduled for
first gold pour by the end of Q2 2023 and to fast track exploration of the
asset.
The New Ordinary Shares to be issued pursuant to the Placement will, when
issued, rank pari passu in all respects with each other and the Existing
Ordinary Shares, including the right to receive dividends and other
distributions declared following Admission.
CIG SUBSCRIPTION
Pursuant to the CIG Subscription Agreement, CIG has subscribed for the CIG
First Tranche Shares and agreed conditionally to subscribe for CIG Second
Tranche Shares at the Issue Price.
In aggregate, the CIG Subscription will raise, assuming the CIG Resolutions
are passed, US$15 million, of which US$3.8 million is attributable to the CIG
First Tranche Subscription and US$11.2 million is attributable to the CIG
Second Tranche Subscription. CIG has paid to the Company the full US$15
million, and the Company is holding the CIG Second Tranche Subscription
proceeds (US$11.2 million) on deposit. In the event that the CIG Resolutions
are not passed at the General Meeting, the CIG Second Subscription will not
complete, and the Company will be obliged to return the US$11.2 million to
CIG.
In addition, pursuant to the terms of the CIG Subscription Agreement:
· CIG has given an undertaking that it will not (save in limited
circumstances) dispose of the CIG Subscription Shares for a period of 12
months from the date of admission to trading on AIM of the CIG First Tranche
Shares (in the case of the CIG First Subscription) or 12 months from the date
of admission to trading on AIM of the CIG Second Tranche Shares (in the case
of the CIG Second Subscription); and
· The Company has granted CIG a pre-emption right in relation to
further equity issues by the Company while CIG holds 20% or more of the
Ordinary Shares in issue from time to time.
CIG has also entered into a relationship agreement with the Company and Strand
Hanson Limited, the Company's nominated adviser, which imposes certain
obligations on CIG in its position as a substantial shareholder (as defined
under the AIM Rules) in the Company to ensure that the Company will at all
times be capable of carrying on its business independently of CIG and the
members of CIG's group. The relationship agreement remains in force for so
long as CIG's holding does not drop to below 10%.
SUBSCRIPTION
Certain institutions have agreed to subscribe directly with the Company for
the Subscription Shares at the Issue Price pursuant to subscription letters
entered into individually with the respective Subscribers and the Company,
pursuant to which the Subscribers have agreed that they will not take up their
entitlement, to the extent that they are Qualifying Shareholders, under the
Open Offer.
DETAILS OF THE OPEN OFFER
Open Offer Entitlement
In recognition of their continued support to the Company, the Company
considers it important that, where reasonably practicable, Shareholders have
an opportunity to participate in its equity placements.
The Company is providing all Qualifying Shareholders with the opportunity to
subscribe, at the Issue Price, for an aggregate maximum of 25,673,941 Open
Offer Shares, raising gross proceeds of up to £2 million.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
at the Issue Price on the following basis:
1 Open Offer Share for every 17.752385 Existing Ordinary Shares
held by them and in their names rounded down to the nearest whole number of
Ordinary Shares and in proportion for any number of Existing Ordinary Shares
held on the Record Date up to their Open Offer Entitlement. Fractional
entitlements which would otherwise arise will not be issued to the Qualifying
Shareholders but will be made available under the Excess Application Facility.
For the avoidance of doubt, "Qualifying Shareholders" excludes CIG and those
Shareholders who have participated in the Subscription.
Excess Entitlements
The Excess Application Facility enables Qualifying Shareholders to apply for
Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders
will be Qualifying Shareholders. Shareholders who are located in, or are
citizens of, or have a registered office in certain overseas jurisdictions
will not qualify to participate in the Open Offer. The attention of Overseas
Shareholders is drawn to the section entitled "Overseas Shareholders" below.
Valid applications by Qualifying Shareholders will be satisfied in full up to
their Open Offer Entitlements. Qualifying Shareholders can apply for less or
more than their Open Offer Entitlements but the Company cannot guarantee that
any application for Excess Shares under the Excess Application Facility will
be satisfied as this will depend in part on the extent to which other
Qualifying Shareholders apply for less than or more than their own Open Offer
Entitlements. The Company may satisfy valid applications for Excess Shares in
whole or in part but reserves the right at its sole discretion not to satisfy,
or to scale back, applications made in excess of Open Offer Entitlements.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore the Open Offer Shares which are not applied for by Qualifying
Shareholders will not be sold in the market for the benefit of the Qualifying
Shareholders who do not apply under the Open Offer. The Application Form is
not a document of title and cannot be traded or otherwise transferred.
Application has been made for the Open Offer Entitlements and Excess CREST
Open Offer Entitlements for Qualifying CREST Shareholders to be admitted to
CREST. It is expected that the Open Offer Entitlements and the Excess CREST
Open Offer Entitlements will be admitted to CREST as soon as reasonably
practicable after at 8.00 a.m. on 23 February 2023. Applications through the
CREST system may only be made by the Qualifying Shareholder originally
entitled or by a person entitled by virtue of a bona fide market claim.
The Open Offer Shares must be paid in full on application. The latest time and
date for receipt of completed Application Forms or CREST applications and
payment in respect of the Open Offer is 11.00 a.m. on 09 March 2023.
Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for application and payment, are contained
in Part 3 of this document and on the accompanying Application Form. The Open
Offer is conditional on, inter alia, completion of the Subscription and the
CIG Subscription.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered addresses outside
the United Kingdom, or who are citizens or residents of countries other than
the United Kingdom, or who are holding Existing Ordinary Shares for the
benefit of such persons, (including, without limitation, custodians, nominees,
trustees and agents) or who have a contractual or other legal obligation to
forward this document or the Application Form to such persons, is drawn to the
information which appears in paragraph 6 of Part 3 of this document.
In particular, Qualifying Shareholders who have registered addresses in or who
are resident in, or who are citizens of, countries other than the UK
(including without limitation the United States of America and Canada), should
consult their professional advisers as to whether they require any
governmental or other consents or need to observe any other formalities to
enable them to take up their entitlements under the Open Offer.
GENERAL MEETING
The Notice of General Meeting is set out in Part 5 of this document.
CIG Resolutions
The CIG Resolutions are required in order to enable the Company to issue and
allot the CIG Second Tranche Shares and are summarised below.
Resolution 1
Resolution 1, if passed will grant to the Directors a general authority to
allot the CIG Second Tranche Shares and will be proposed as an ordinary
resolution. To be passed an ordinary resolution requires a simple majority
of the votes cast at the General Meeting (by Shareholders present in person or
by proxy) to be cast in its favour.
This authority, if granted by Shareholders, will expire on 31 March 2023 and
will, unless the General Resolutions are passed, be in addition to the 2022
Authorities.
Resolution 2
Resolution 2, if passed will grant to the Directors a authority to allot the
CIG Second Tranche Shares on a non pre-emptive basis and will be proposed as a
special resolution. To be passed a special resolution requires at least
three quarters of the votes cast at the General Meeting (by Shareholders
present in person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on 31 March 2023 and
will, unless the General Resolutions are passed, be in addition to the 2022
Authorities.
In the event that the CIG Resolutions are not passed at the General Meeting:
(a) the CIG Second Tranche Subscription will not complete and
the US$11.2 million held on deposit by the Company will have to be returned to
CIG;
(b) the Subscription will not complete; and
(c) the Open Offer will not complete.
Subscriptions Resolutions
Resolution 3
Resolution 3, if passed will grant to the Directors a general authority to
allot the Subscription Shares and will be proposed as an ordinary
resolution. To be passed an ordinary resolution requires a simple majority
of the votes cast at the General Meeting (by Shareholders present in person or
by proxy) to be cast in its favour.
This authority, if granted by Shareholders, will expire on 31 March 2023 and
will, unless the General Resolutions are passed, be in addition to the 2022
Authorities and the authority granted by Resolution 1.
Resolution 4
Resolution 4, if passed will grant to the Directors a authority to allot the
Subscription Shares on a non pre-emptive basis and will be proposed as a
special resolution. To be passed a special resolution requires at least
three quarters of the votes cast at the General Meeting (by Shareholders
present in person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on 31 March 2023 and
will, unless the General Resolutions are passed, be in addition to the 2022
Authorities and the authority granted by Resolution 2.
The Subscription Resolutions are conditional on the passing of the CIG
Resolutions. In the event that the Subscription Resolutions are not passed at
the General Meeting, the Subscription will not complete.
Open Offer Resolutions
Resolution 5
Resolution 5, if passed will grant to the Directors a general authority to
allot the Open Offer Shares and will be proposed as an ordinary resolution.
To be passed an ordinary resolution requires a simple majority of the votes
cast at the General Meeting (by Shareholders present in person or by proxy) to
be cast in its favour.
This authority, if granted by Shareholders, will expire on 31 March 2023 and
will, unless the General Resolutions are passed, be in addition to the 2022
Authorities and the authority granted by Resolution 1 and 3.
Resolution 6
Resolution 6, if passed will grant to the Directors an authority to allot the
Open Offer Shares on a non pre-emptive basis and will be proposed as a special
resolution. To be passed a special resolution requires at least three
quarters of the votes cast at the General Meeting (by Shareholders present in
person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on 31 March 2023 and
will, unless the General Resolutions are passed, be in addition to the 2022
Authorities and the authority granted by Resolution 2 and 4.
The Open Offer Resolutions are conditional on the CIG Resolutions. In the
event that the Open Offer Resolutions are not passed at the General Meeting,
the Open Offer will not complete.
General Resolutions
In addition, at the General Meeting the General Resolutions will be proposed
to refresh and replace the 2022 Authorities and are summarised below.
Resolution 7
Resolution 7, if passed, will grant to the Directors a general authority to
allot:
(a) in relation to a pre-emptive rights issue only, equity
securities (as defined by section 560 of the Act) up to a maximum nominal
amount of £4,095,477, which represents approximately two thirds of the
Enlarged Share Capital (assuming the full take up of the Open Offer). This
maximum is reduced by the nominal amount of any Relevant Securities allotted
under paragraph (b) below;
(b) in any other case, Relevant Securities up to a maximum
nominal amount of £2,047,739 which represents approximately one third of the
Enlarged Share Capital (assuming the full take up of the Open Offer). This
maximum is reduced by the nominal amount of any equity securities allotted
under paragraph (a) above in excess of £2,047,739.
Therefore, the maximum nominal amount of Relevant Securities (including equity
securities) which may be allotted under this resolution is £4,095,477.
Resolution 7 will be proposed as an ordinary resolution. To be passed an
ordinary resolution requires a simple majority of the votes cast at the
General Meeting (by Shareholders present in person or by proxy) to be cast in
its favour.
This authority, if granted by Shareholders, will expire on the date which is
18 months after the date on which it is passed or, if earlier, the date of the
next annual general meeting of the Company and will, be in substitution for
2022 Authorities, but will be in addition to the authority granted by
Resolutions 1, 3 and 5.
The Directors currently intend only to make use of this authority:
(a) in connection with the grant of any options to the directors
of the Company and employees of the Company's group; and
(b) as may be necessary to manage the Company's capital
resources.
Resolution 7 is conditional on the passing of the CIG Resolutions.
Resolution 8
Resolution 8, if passed, will give the Directors power, pursuant to the
authority to allot granted by Resolution 7 to allot equity securities (as
defined by section 560 of the Act) or sell treasury shares for cash without
first offering them to existing shareholders in proportion to their existing
holdings up to a maximum nominal amount of £614,322 which represents
approximately 10 per cent. of the Enlarged Share Capital (assuming the full
take up of the Open Offer).
Resolution 8 will be proposed as a special resolution. To be passed a
special resolution requires at least three quarters of the votes cast at the
General Meeting (by Shareholders present in person or by proxy) to be cast in
favour of it.
The directors have no immediate plans to make use of this authority other than
in those circumstances which are referred to in the explanation relating to
Resolution 7.
This authority, if granted by Shareholders, will expire and will expire on the
date which is 18 months after the date on which it is passed or, if earlier,
the date of the next annual general meeting of the Company and will, be in
substitution for 2022 Authorities, but will be in addition to the authority
granted by Resolutions 2, 4 and 6.
Resolution 8 is conditional on the passing of the CIG Resolutions and
Resolution 7.
IRREVOCABLE UNDERTAKINGS AND RECOMMENDATION
The Directors consider that the Resolutions are in the best interests of the
Company and its shareholders as a whole and unanimously recommend that
shareholders vote in favour of the Resolutions, as the Directors intend to do
in respect of their own beneficial holdings.
Certain shareholders, including the Directors, holding, in aggregate, between
them approximately 9.8% of the Existing Ordinary Shares, have undertaken to
vote in favour of the Resolutions in respect of their respective holdings of
Ordinary Shares in the Company.
In addition, certain shareholders, holding, in aggregate, between them
approximately 7% of the Existing Ordinary Shares, have indicated, without
having signed an undertaking, that they intend to vote in favour of the
Resolutions.
The CIG Subscription is conditional on the passing of the CIG Resolutions. The
Subscription is conditional on the passing of the CIG Resolutions and the
Subscription Resolutions. The Open Offer is conditional on the passing of the
CIG Resolutions and the Open Offer Resolutions.
Extract from the Circular - Definitions
2022 AGM the last annual general meeting of the Company held on 23 June 2022
2022 Authorities the shareholder authorities granted by resolutions 6 and 7 as set out in the
notice of the 2022 AGM
Act the Companies Act 2006 (as amended)
Admission admission to trading on AIM of the New Ordinary Shares becoming effective in
accordance with the AIM Rules
AIM the AIM market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange from time
to time
Application Form the application form enclosed with this document on which Qualifying Non-CREST
Shareholders may apply for Open Offer Shares under the Open Offer
Articles the articles of association of the Company as at the date of this document
Board or Directors the board of directors of the Company from time to time
certificated or in certificated form an Ordinary Share recorded on the Company's share register as being held in
certificated form (namely, not in CREST)
Chairman the Chairman of the Board from time to time
CIG CIG SA, an investment company registered in the Trade and Personal Property
Credit Register of Burkina Faso with registered number BF OUA 2019 B 2606, and
which is controlled by the same principal as the Company's primary lending
bank
CIG Announcement RNS Number 1708P released by the Company on 7 February 2023 relating to, inter
alia, the CIG Subscription
CIG First Tranche Shares 39,360,800 of the CIG Subscription Shares
CIG First Tranche Subscription the unconditional subscription for the CIG First Tranche Shares at the Issue
Price
CIG Resolutions those Resolutions numbered 1 and 2 in the Notice of General Meeting
CIG Second Tranche Shares 117,724,008 of the CIG Subscription Shares
CIG Second Tranche Subscription the conditional subscription for the CIG Second Tranche Shares at the Issue
Price
CIG Subscription the subscription by CIG for the CIG Subscription Shares at the Issue Price
pursuant to the CIG Subscription Agreement
CIG Subscription Agreement the agreement dated 6 February 2023 between the Company (1) and CIG (2) in
respect of the CIG Subscription
CIG Subscription Shares up to 157,084,808 new Ordinary Shares
Company Hummingbird Resources plc, a company registered in England and Wales with
Company number 05467327
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
CREST Manual the rules governing the operation of CREST, as published by Euroclear
CREST member a person who has been admitted by Euroclear as a system-member (as defined in
the CREST Regulations)
CREST participant a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations)
CREST member account ID the identification code or number attached to a member account in CREST
CREST participant ID shall have the meaning given in the CREST Manual
CREST payment shall have the meaning given in the CREST Manual
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No, 3755) (as
amended)
CREST sponsor a CREST participant admitted to CREST as a CREST sponsor
CREST sponsored member a CREST member admitted to CREST as a sponsored member (which includes all
CREST Personal Members)
Enlarged Share Capital the 614,321,643 Ordinary Shares in issue following the issue allotment and
admission to trading of the New Ordinary Shares, assuming full subscription
for the Open Offer Shares
Euroclear Euroclear UK & Ireland, the operator of CREST
Excess Application Facility the arrangement pursuant to which Qualifying Shareholders may apply for
additional Open Offer Shares in excess of their Open Offer Entitlement in
accordance with the terms and conditions of the Open Offer
Excess CREST Open Offer Entitlement in respect of each Qualifying CREST Shareholder, their entitlement (in
addition to their Open Offer Entitlement) to apply for Open Offer Shares
pursuant to the Excess Application Facility, which is conditional on them
taking up their Open Offer Entitlement in full
Excess Entitlement Open Offer Shares in excess of the basic Open Offer Entitlement (but not in
excess of the total number of Open Offer Shares)
Excess Shares Ordinary Shares applied for by Qualifying Shareholders under the Excess
Application Facility
Ex-entitlement Date the date on which the Existing Ordinary Shares are marked "ex" for entitlement
under the Open Offer, being 8.00 a.m. on 22 February 2023
Existing Ordinary Shares 455,773,694 Ordinary Shares in issue as at the date of this agreement
FCA the Financial Conduct Authority
Financial Promotion Order the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended)
Form of Proxy the form of proxy for use in connection with the General Meeting
FSMA the Financial Services and Markets Act 2000 (as amended)
General Meeting the general meeting of the Company to be held at the offices of Gowling WLG
(UK) LLP at 4 More London Riverside, London SE1 2AN at 1.00 p.m. on 13 March
2023, or any adjournment thereof, notice of which is set out at the end of
this document
General Resolutions those Resolutions numbered 7 and 8 in the Notice of General Meeting
Group together the Company and its subsidiary undertakings
ISIN International Securities Identification Number
Issue Price 7.79 pence per New Ordinary Share
New Ordinary Shares the Subscription Shares, the CIG Second Tranche Shares and the Open Offer
Shares
Notice of General Meeting the notice of the General Meeting set out at the end of this document
Open Offer the conditional invitation made to Qualifying Shareholders to apply to
subscribe for Open Offer Shares at the Issue Price on the terms and subject to
the conditions set out in Part 3 (Terms and Conditions of the Open Offer) of
this document and, where relevant, in the Application Form
Open Offer Entitlement the pro rata entitlement of a Qualifying Shareholder, pursuant to the Open
Offer, to subscribe for 1 Open Offer Share for every 17.752385 Existing
Ordinary Shares registered in their name as at the Record Date
Open Offer Shares up to 25,673,941 new Ordinary Shares conditionally offered to Qualifying
Shareholders pursuant to the Open Offer
Official List the Official List of the FCA
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company
Overseas Shareholders Shareholders with registered addresses, or who are citizens or residents of,
or incorporated in, countries outside of the United Kingdom
Placement together the Subscription, the CIG Second Tranche Subscription and the Open
Offer
Qualifying CREST Shareholders Qualifying Shareholders holding Existing Ordinary Shares in a CREST account
Qualifying Non-CREST Shareholders Qualifying Shareholders holding Existing Ordinary Shares in certificated form
Qualifying Shareholders subject to any restrictions imposed on Overseas Shareholders, holders of
Existing Ordinary Shares whose names appear on the register of members of the
Company on the Record Date as holders of Existing Ordinary Shares and who are
eligible to be offered Open Offer Shares under the Open Offer in accordance
with the terms and conditions set out in this document and the Application
Form and for the avoidance of doubt the Open Offer is not being made to (i)
persons in Restricted Jurisdictions; or (ii) Shareholders who have
participated in the Subscription; or (iii) CIG
Prospectus Rules the prospectus rules published by the FCA pursuant to section 73A of FSMA (as
amended from time to time)
Prospectus Regulation EU Regulation 2017/1129 (which forms part of UK domestic law pursuant to the
European Union (Withdrawal) Act 2018) on the requirements for a prospectus to
be published when securities are offered to the public or admitted to trading
Registrars Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL
Receiving Agents Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington
Street, Leeds LS1 4DL
Record Date 6.00 p.m. on 21 February 2023, being the record date for the purposes of the
Open Offer
Relevant Securities (a) shares in the Company other than shares allotted pursuant
to:
(i) an employee share scheme (as defined by section 1166 of
the Act); or
(ii) a right to subscribe for shares in the Company where the
grant of the right itself constituted a Relevant Security; or
(iii) a right to convert securities into shares in the Company
where the grant of the right itself constituted a Relevant Security.
(b) any right to subscribe for or to convert any security into
shares in the Company other than rights to subscribe for or convert any
security into shares allotted pursuant to an employee share scheme (as defined
by section 1166 of the Act). References to the allotment of Relevant
Securities include the grant of such rights.
Resolutions the resolutions set out in the Notice of General Meeting
Restricted Jurisdictions the United States of America, Australia, Canada, Japan, the Republic of South
Africa and any other jurisdiction where the extension or availability of the
Open Offer would breach any applicable law
Shareholders holders of Ordinary Shares
Subscription the direct subscription with the Company by certain subscribers for the
Subscription Shares at the Issue Price to raise approximately £1,180,185
Subscription Shares 15,150,000 new Ordinary Shares
Voting Record Time the time and date on which Shareholders must be on the Company's register of
members in order to be able to attend and vote at the General Meeting, being
6:00 p.m. on 09 March 2023
£ and p and GBP and pence the legal tender of the United Kingdom from time to time
US$ or $ US dollars being the legal tender of the United States from time to time
Extract from the Circular - Statistics of the Placement
Issue Price 7.79 pence
Number of Existing Ordinary Shares in issue as at the date of this document 455,773,694
Percentage of Existing Ordinary Shares represented by the CIG First Tranche 8.636%
Shares
Number of Subscription Shares 15,150,000
Number of CIG Second Tranche Shares 117,724,008
Maximum number of Open Offer Shares being offered pursuant to the Open Offer 25,673,941
Enlarged Share Capital* 614,321,643
Market capitalisation at the Issue Price* £47,855,656
Percentage of the Enlarged Share Capital represented by the CIG Subscription 25.57%
Shares**
Percentage of the Enlarged Share Capital represented by the New Ordinary 25.81%
Shares**
Estimated gross proceeds of the Placement* £12,350,885
Maximum proceeds of the Open Offer £2 million
ISIN of the Existing Ordinary Shares GB00B60BWY28
ISIN of the Open Offer Shares: Open Offer Entitlement GB00BN452721
ISIN of the Open Offer Shares: Excess CREST Open Offer Entitlement GB00BN452838
(* ) Assuming that the Open Offer is fully subscribed
(** ) Assuming that the Resolutions are passed at the General Meeting
The exchange rate used throughout this document for converting US dollars to
pounds sterling is 0.83
Extract from the Circular - Expected Timetable of Principal Events
Each of the times and dates in the below is indicative only and may be subject
to change by the Company, in which event details of the new times and dates
will be notified to shareholders by announcement through a Regulatory
Information Service.
2023
Record Date for entitlements under the Open Offer 6:00 p.m. on 21 February
Record Date attendance and voting at the General Meeting 6:00 p.m. on 09 March
Publication of this Circular and (to Qualifying Non-CREST Shareholders only) 22 February
the Application Form
Ex-entitlement Date for the Open Offer 8:00 a.m. on 22 February
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to As soon as practical after 8:00 pm on 23 February
stock accounts of Qualifying CREST Shareholders in CREST
Latest recommended time and date for requesting withdrawal of Open Offer 4:30 p.m. on 03 March
Entitlements and Excess CREST Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer Entitlements and Excess CREST 3.00 p.m. on 06 March
Open Offer Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 07 March
market claims only)
Latest time and date for receipt of completed Forms of Proxy and receipt of 1.00 p.m. on 09 March
electronic proxy appointments via the CREST system
Latest time and date for receipt of the completed Application Form and 11.00 a.m. on 09 March
appropriate payment in respect of Open Offer Shares or settlement of relevant
CREST instruction
Announcement of result of Open Offer 10 March
General Meeting 1.00 p.m. on 13 March
Announcement of result of General Meeting 13 March
Admission and commencement of dealings in the New Ordinary Shares on AIM from 8:00 a.m. on 14 March
CREST accounts expected to be credited for the New Ordinary Shares from 8:00 a.m. on 14 March
Latest date for posting of share certificates for the New Ordinary Shares in by 21 March
certificated form (if applicable)
Certain of the events in the above timetable are conditional upon, inter alia,
the approval of the Resolutions to be proposed at the General Meeting.
All references to time and dates in this document are to time and dates in
London.
**ENDS**
Notes to Editors:
Hummingbird Resources plc (AIM: HUM) is a leading multi-asset,
multi-jurisdiction gold production, development and exploration Company,
member of the World Gold Council and founding member of Single Mine Origin
(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 production when production,
scheduled for first gold pour end of Q2 2023. Further, the Company has a
controlling interest in the Dugbe Gold Project in Liberia that is being
developed by Pasofino Gold Limited through an earn-in agreement. 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. Our vision is to continue to grow our asset
base, producing profitable ounces, while central to all we do being our
Environmental, Social & Governance ("ESG") policies and practices.
For further information, please visit hummingbirdresources.co.uk
(https://www.hummingbirdresources.co.uk/) or contact:
Daniel Betts, CEO Hummingbird Resources plc Tel: +44 (0) 20 7409 6660
Thomas Hill, FD
Edward Montgomery, CSO & ESG
James Spinney Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Ritchie Balmer Nominated Adviser
James Asensio Canaccord Genuity Limited Tel: +44 (0) 20 7523 8000
Thomas Diehl Broker
Bobby Morse Buchanan Tel: +44 (0) 20 7466 5000
Oonagh Reidy Financial PR/IR Email: HUM@buchanan.uk.com (mailto:HUM@buchanan.uk.com)
George Cleary
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