HUM Hummingbird Resources Plc

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 SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION 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 THE OFFER OR OTHERWISE. THE OFFER DOCUMENT WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE PROPOSED OFFER, INCLUDING DETAILS OF HOW TO ACCEPT THE OFFER. ANY RESPONSE TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION IN THE OFFER DOCUMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

16 December 2024

Recommended Cash Offer

by

Nioko Resources Corporation

for

Hummingbird Resources plc

Summary and highlights

·      Reference is made to the following announcements of Hummingbird Resources plc (Hummingbird), (i) dated 6 November 2024 as required by Rule 2.4 of the Takeover Code, (ii) dated 28 November 2024 in respect of the CIG Subscription Agreement, and (iii) dated 5 December 2024 in respect of the circular relating to the General Meeting.

·      The Boards of Nioko Resources Corporation (Nioko) and Hummingbird are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by Nioko for the entire issued and to be issued share capital of Hummingbird not already owned, or agreed to be acquired, by Nioko (the Offer).

·      Under the terms of the Offer, Ordinary Shareholders shall be entitled to receive:

for each Ordinary Share 2.6777 pence in cash (the Offer Price).

·      Accordingly, the Offer values Hummingbird's existing issued and to be issued Ordinary Share capital (not already owned, or agreed to be acquired, by Nioko) at up to approximately £13,807,508.29.

·      It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Part 28 of the Act and will be subject to the conditions and the further terms set out in Appendix I to this Announcement, and to be set out in the Offer Document and in the Form of Acceptance.

·      Hummingbird has received irrevocable undertakings from Stephen Betts, Dan Betts, Tom Hill and Ernie Nutter, in respect of their 15,377,902 Ordinary Shares (representing 1.90 per cent. of Hummingbird's total issued share capital), to tender their shares for the purposes of the Offer.

·      As soon as practicable following the Effective Date of the Offer, Nioko intends to seek to cancel the admission to trading on AIM of Hummingbird's Ordinary Shares.

Background to and reasons for the Transaction

Proposed Debt-to-Equity Conversion

As set out in the Previous Announcements, Hummingbird faces continued challenges around operational performance at Yanfolila, equipment availability, working capital constraints and further delays in the ramp up of operations at Kouroussa, which have placed significant strain on Hummingbird's balance sheet and its ability to meet near-term debt repayment obligations. To address Hummingbird's immediate financial obligations, Hummingbird entered into the CIG Subscription Agreement to implement the Debt-to-Equity Conversion.

CIG has provided the outstanding US$10m loan referred to in Hummingbird's announcements of 27 September 2024 and 1 November 2024, following which Hummingbird now has US$30m (excluding interest) of unsecured debt due to CIG under the New CIG Loan.

The Board has agreed that the principal amount of US$30m outstanding under the New CIG Loan will, subject to certain conditions, be converted, in two tranches, into Ordinary Shares in Hummingbird pursuant to the CIG Subscription Agreement, to be issued to CIG's wholly owned subsidiary Nioko, at a conversion price of 2.6777 pence per Ordinary Share. The conversion would increase Nioko's voting rights from 41.81 per cent. to approximately 49.9 per cent. (Stage 1 Conversion) on approval of the Rule 9 Waiver Resolution, and thereafter to approximately 71.8 per cent. of Hummingbird's Enlarged Share Capital on the terms and conditions further described in the Circular (Stage 2 Conversion). CIG has also indicated that, subject to the Rule 9 Waiver Resolution being passed at the General Meeting, it will agree to extend the maturity date of the New CIG Loan until 28 February 2025.

The Offer Price under the Offer is equal to the subscription price under the CIG Subscription Agreement.

An independent technical, operational and financial review has confirmed the urgent need for new equity funding to address a critical financial shortfall. This funding is required to meet payments due to creditors, to replenish essential spare parts, and to invest in engineering and drilling to mitigate risks to mine plan forecasts, as well as covering overheads until the business can demonstrate sustainable profitability.

Hummingbird will need to work with its creditors to restructure some US$140m in debt (in addition to the US$30m that will be converted into equity as part of the Debt-to-Equity Conversion).  

There are ongoing risks to the business including those arising from grade reconciliation issues at Kouroussa, supplier availability, and the political and operating environment in Mali, as well as specific risks to delivering Yanfolila's underground plan which currently relies on further definition drilling which is currently unfunded.  Nioko believes that Hummingbird faces a potential zero equity value outcome if the proposed Debt-to-Equity Conversion does not proceed and the Company goes into an administration process.

Rule 9 Waiver

The Takeover Panel has agreed to waive the obligation on Nioko to make a general offer that would otherwise arise on account of the allotment and issue to it of any Conversion Shares, subject to the approval by the Independent Shareholders of the Rule 9 Waiver Resolution on a poll. Conditional upon the Resolutions being passed at the General Meeting, it is expected that the Stage 1 Conversion Shares will be admitted to trading on AIM shortly after the General Meeting.

Hummingbird has called the General Meeting to convene on 23 December 2024, in order to put to Shareholders the resolutions required to grant (i) the authority to issue and allot the Conversion Shares, (ii) approve the Rule 9 Waiver Resolution and (iii) take renewed share authorities should they be required.

Approach to the Offer and delisting of Hummingbird

Nioko has informed Hummingbird that, following completion of the Transactions, it intends to seek the cancellation of the admission to trading on AIM of Hummingbird's Ordinary Shares (the Cancellation). Accordingly, in order to provide an exit opportunity for Independent Shareholders, ahead of the Cancellation, Nioko has stated in the Previous Announcements that it would consider announcing a possible offer for the entire issued ordinary share capital of Hummingbird that it does not hold at a price of 2.6777 pence per Ordinary Share (the same price as the Debt-to-Equity Conversion). The Debt-to-Equity Conversion is conditional on, among other things, Nioko announcing this firm intention to make the Offer prior to the General Meeting (to be convened on 23 December 2024). The making of this Announcement satisfies that condition to the Debt-to-Equity Conversion.

This Offer had been pre-conditional on the completion of Nioko's due diligence to its satisfaction, the entry into of the CIG Subscription Agreement for the Debt-to-Equity Conversion and Hummingbird posting the circular and convening the requisite General Meeting for the purposes of the Rule 9 Panel Waiver.  Those pre-conditions have now been satisfied.  Accordingly, Nioko is now proceeding to announce its firm intention to make the Offer under Rule 2.7 of the Takeover Code, subject to the further terms and conditions set out in this Announcement. 

The Offer remains conditional upon, among other things, Independent Shareholders approving the Rule 9 Waiver Resolution, the CIG Subscription Agreement becoming unconditional, and the Regulatory Approvals being satisfied (as set out more fully in Appendix I).  Shareholders are therefore encouraged, if they wish to accept the Offer, to also vote in favour of the Rule 9 Waiver Resolution and the other resolutions proposed at the General Meeting to be held on 23 December 2024.

Once the Stage 2 Conversion of the Debt-for-Equity Conversion has become unconditional, there would, at that time, be no further regulatory conditions to the Offer, and no acceptance condition.

It is intended that an application will be made to the London Stock Exchange to seek to cancel trading in Hummingbird Ordinary Shares on AIM shortly following the Effective Date, with such cancellation then expected to take place approximately one month thereafter.

Recommendation of the Independent Directors

The Independent Directors, who have been so advised by Stifel and Strand Hanson as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable as the Offer represents an opportunity for Independent Shareholders to realise some cash sum for their holding now, which may not otherwise be available. In reaching this conclusion, the Independent Directors have considered the CIG Parties' intentions in respect of the ongoing strategy and operation of the Company, including the potential proposed changes to employment and locations of registered and trading office locations that may be necessary to make. In addition, the Independent Directors consider the terms of the Offer to be in the best interests of Independent Shareholders as a whole.

Information on Nioko

Nioko is a company incorporated in Burkina Faso and a wholly-owned subsidiary of CIG, which is also incorporated in Burkina Faso.  CIG is wholly owned and controlled by Mr. Idrissa Nassa, a Burkinabe national and entrepreneur.

Nioko is the only CIG Party that holds voting rights in Hummingbird and will remain the only CIG Party to hold voting rights in Hummingbird following completion of the Transactions.

As at the Latest Practicable Date, Nioko holds 339,233,148 Ordinary Shares, representing approximately 41.81 per cent. of the Company's existing issued share capital.

Geoff Eyre, Chief Executive of Hummingbird, commented:

"Hummingbird requires a very material amount in equity financing to address the significant issues facing the business as a whole including urgently required remediation to the Kouroussa process plant infrastructure, resolution of contractual disputes, purchase of critical spares and alleviate the substantial creditor overhang to improve operational performance. The Yanfolila mine requires significant investment to improve mining fleet productivity, drilling to derisk the ore body and extend the life of mine and a reduction in overdue creditors to maintain continuity of the provision of service.

The lack of sufficient cash flows generated by both Yanfolila in Mali and Kouroussa in Guinea combined with the sustained lack of working capital historically continues to have on ongoing detrimental impact upon operations and supplier contracts. I also expect external funding to be required to meet upcoming payments in connection with ongoing negotiations with the Mali government.

With a debt repayment schedule of $30m due by the end of December to CIG adding additional financial strain to the Company's balance sheet, the offer by Nioko represents an opportunity for Independent Shareholders to realise some cash sum for their holding now, which may not otherwise be available if the Resolutions are not passed."

Transactions Details and Timing

•        It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Part 28 of the Act and will be subject to the conditions and the further terms set out in Appendix I to this Announcement, and to be set out in the Offer Document and in the Form of Acceptance.

•        The Offer will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement, including, among other things: (i) approval of the Rule 9 Waiver Resolution at the General Meeting (which is scheduled for 23 December 2024); (ii) receipt of Regulatory Approvals; (iii) no loss of Core Mining Licences or act of any governmental authority resulting in a cessation of Hummingbird activities; and (iv) no Insolvency Event having occurred in relation to any of any member of the Hummingbird Group.

•        Save in respect of the Regulatory Approvals, the prior consent or approval of the Guinean, Malian and Liberian governments for the Offer is not required as a matter of law.

•        The Offer is expected to become Effective during Q1 2025, subject to the satisfaction (or, where applicable, waiver) of all relevant Conditions and further terms set out in Appendix I.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement.  The full text of the Conditions and certain further terms of the Offer are set out in Appendix I to this Announcement.  Appendix II contains the definitions of certain expressions used in this Announcement and Appendix III contains the sources and bases of information used in this Announcement.

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

Important Notices

Stifel Nicolaus Europe Limited (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 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 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.

H&P Advisory Ltd (Hannam & Partners), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Nioko and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Nioko for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Hannam & Partners, 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 Hannam & Partners in connection with this announcement, any statement contained herein or otherwise.

SCP Resource Finance LP (SCP Resource Finance), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Nioko and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Nioko for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither SCP Resource Finance, 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 SCP Resource Finance in connection with this announcement, any statement contained herein or otherwise.

Inside information

This Announcement contains inside information as stipulated under the Market Abuse Regulation No. 596/2014 (incorporated into UK law by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019). Upon the publication of this Announcement via a regulatory information service, this inside information is now considered to be in the public domain.

This announcement contains inside information in relation to Hummingbird for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for making this announcement on behalf of Hummingbird is Geoff Eyre, Chief Executive Officer.

Further information

This Announcement is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise.  The Offer will be made solely by means of the Offer and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Shareholders are strongly advised to read the Offer Document in full once it has been despatched.

Responsibility

Unless otherwise determined by Nioko, the Offer will not be made, directly or indirectly, in or into, or by the use of mails or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, Canada, Australia or Japan or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, instrumentality or facility or from within those jurisdictions. Accordingly, copies of this Announcement and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from the United States, Canada, Australia or Japan or any other Restricted Jurisdiction.  Persons receiving this Announcement (including without limitation custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send it in or into or from the United States, Canada, Australia or Japan or any other Restricted Jurisdiction.  Doing so may render invalid any purported acceptance of the Offer.

The availability of the Offer or the distribution of this Announcement to Ordinary Shareholders who are not resident in the United Kingdom may be restricted by the laws of the relevant jurisdiction in which they are located or of which they are citizens.  Such persons should inform themselves of, and observe, all applicable legal and regulatory requirements of their jurisdictions.  Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions.  Further details in relation to overseas shareholders will be contained in the Offer Document.

This Announcement has been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

Cautionary note regarding forward-looking statements

This Announcement (including information incorporated by reference into this Announcement), oral statements made regarding the Offer and other information published by Nioko and/or Hummingbird may contain "forward-looking statements" relating to Nioko and Hummingbird and the business sectors in which they operate.  Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or similar expressions identify forward-looking statements.  Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements.  Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions and the behaviour of other market participants.  Neither Nioko or Hummingbird can give any assurance that the forward-looking statements will prove to have been correct.  You should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this Announcement.  Neither Nioko nor Hummingbird undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Publication on websites

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement will be available on Nioko's website (https://niokoresources.com) and on Hummingbird's website (https://www.hummingbirdresources.co.uk/) by no later than 12 noon on 17 December 2024.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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(s), 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 shall 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 Panel's website at http://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 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.

Rounding

Certain figures included in this announcement have been subject to rounding adjustments.

Time

All times shown in this announcement are London times, unless otherwise stated. 

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this Announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested from such persons by submitting a request in writing to Hummingbird's registrars, Link Group, on Tel: 0371 664 0321 from the United Kingdom (UK) or +44 371 664 0321 from overseas or by post at Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open between 9:00 a.m. and 5:30 p.m., Monday to Friday (excluding public holidays in England and Wales), or by email at shareholderenquiries@linkgroup.co.uk.

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 SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION 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 THE OFFER OR OTHERWISE. THE OFFER DOCUMENT WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE PROPOSED OFFER, INCLUDING DETAILS OF HOW TO ACCEPT THE OFFER. ANY RESPONSE TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION IN THE OFFER DOCUMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

16 December 2024

Recommended Cash Offer

by

Nioko Resources Corporation

for

Hummingbird Resources plc

1.   Introduction

The Boards of Nioko Resources Corporation (Nioko) and Hummingbird Resources Plc (Hummingbird) are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by Nioko for all of the issued and to be issued share capital of Hummingbird not already owned, or agreed to be acquired, by Nioko (the Offer).

2.   Reference is made to the following announcements of Hummingbird, (i) dated 6 November 2024 as required by Rule 2.4 of the Takeover Code, (ii) dated 28 November 2024 in respect of the CIG Subscription Agreement, and (iii) dated 5 December 2024 in respect of the Circular relating to the General Meeting

3.   The Offer

Under the terms of the Offer, Shareholders shall be entitled to receive:

for each Ordinary Share 2.6777 pence in cash (the Offer Price).

Accordingly, the Offer values Hummingbird's existing issued and to be issued Ordinary Share capital (not already owned, or agreed to be acquired, by Nioko) at up to approximately £13,807,508.29.

It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Part 28 of the Act and will be subject to the conditions and the further terms set out in Appendix I to this Announcement, and to be set out in the Offer Document and in the Form of Acceptance.

4.   Background to and reasons for the Offer

Proposed Debt-to-Equity Conversion

As set out in the Previous Announcements, Hummingbird faces continued challenges around operational performance at Yanfolila, equipment availability, working capital constraints and further delays in the ramp up of operations at Kouroussa, which have placed significant strain on Hummingbird's balance sheet and its ability to meet near-term debt repayment obligations. To address Hummingbird's immediate financial obligations, Hummingbird agreed a non-binding term sheet for the Debt-to-Equity Conversion with Nioko and CIG as described in Hummingbird's announcement on 6 November 2024, and has on 27 November 2024 entered into the CIG Subscription Agreement to implement the Debt-to-Equity Conversion.

Under the terms of the Debt-to-Equity Conversion, CIG has provided the outstanding US$10m loan referred to in Hummingbird's announcements of 27 September 2024 and 1 November 2024, following which Hummingbird now has US$30m (excluding interest) of unsecured debt due to CIG under the New CIG Loan.

The Board has agreed that the principal amount of US$30m outstanding under the New CIG Loan will, subject to certain conditions, be converted, in two tranches, into Ordinary Shares in Hummingbird pursuant to the CIG Subscription Agreement, to be issued to CIG's wholly owned subsidiary Nioko, at a conversion price of 2.6777 pence per Ordinary Share. The conversion would increase Nioko's voting rights from 41.81 per cent. to approximately 49.9 per cent. (Stage 1 Conversion) on approval of the Rule 9 Waiver Resolution, and thereafter to approximately 71.8 per cent. of Hummingbird's Enlarged Share Capital on the terms and conditions further described in the Circular (Stage 2 Conversion). CIG has also indicated that, subject to the Rule 9 Waiver Resolution being passed at the General Meeting, it will agree to extend the maturity date of the New CIG Loan until 28 February 2025.

The Offer Price under the Offer is equal to the subscription price under the CIG Subscription Agreement.

An independent technical, operational and financial review has confirmed the urgent need for new equity funding to address a critical financial shortfall. This funding is required to meet payments due to creditors, to replenish essential spare parts, and to invest in engineering and drilling to mitigate risks to mine plan forecasts, as well as covering overheads until the business can demonstrate sustainable profitability.

Hummingbird will need to work with its creditors to restructure some US$140m in debt (in addition to the US$30m that will be converted into equity as part of the Debt-to-Equity Conversion).  

There are ongoing risks to the business including those arising from grade reconciliation issues at Kouroussa, supplier availability, and the political and operating environment in Mali, as well as specific risks to delivering Yanfolila's underground plan which currently relies on further definition drilling which is currently unfunded.  Nioko believes that Hummingbird faces a potential zero equity value outcome if the proposed Debt-to-Equity Conversion does not proceed and the Company goes into an administration process.

Rule 9 Waiver

The Takeover Panel has agreed to waive the obligation on Nioko to make a general offer that would otherwise arise on account of the allotment and issue to it of any Conversion Shares, subject to the approval by the Independent Shareholders of the Rule 9 Waiver Resolution on a poll. Conditional upon the Resolutions being passed at the General Meeting, it is expected that the Stage 1 Conversion Shares will be admitted to trading on AIM shortly after the General Meeting.

Hummingbird has called the General Meeting to convene on 23 December 2024 in order to put to Shareholders the resolutions required to grant (i) the authority to issue and allot the Conversion Shares, (ii) approve the Rule 9 Waiver Resolution and (iii) take renewed share authorities should they be required.

Approach to the Offer and delisting of Hummingbird

Nioko has informed Hummingbird that, following completion of the Transactions, it intends to seek the cancellation of the admission to trading on AIM of Hummingbird's Ordinary Shares. Accordingly, in order to provide an exit opportunity for Independent Shareholders, ahead of the proposed cancellation, Nioko stated that it would consider announcing a possible offer for the entire issued ordinary share capital of Hummingbird that it does not hold at the Offer Price (the same price as the Debt-to-Equity Conversion). The Debt-to-Equity Conversion is conditional on, among other things, Nioko announcing this firm intention to make the Offer prior to the General Meeting (to be held on 23 December 2024). The making of this Announcement satisfies that condition of the Debt-to-Equity Conversion.

This Offer was pre-conditional on the completion of Nioko's due diligence to its satisfaction, the entry into of the CIG Subscription Agreement for the Debt-to-Equity Conversion and Hummingbird posting the Circular and convening the requisite General Meeting for the Rule 9 Waiver.  Those pre-conditions have now been satisfied.  Accordingly, Nioko is now proceeding to announce its firm intention to make the Offer under Rule 2.7 of the Takeover Code, subject to the further terms and conditions set out in this Announcement. 

The Offer remains conditional upon, among other things, Independent Shareholders approving the Rule 9 Waiver Resolution for the Debt-to-Equity Conversion (as set out more fully in Appendix I).  Shareholders are therefore encouraged, if they wish to accept the Offer, to vote in favour of the Rule 9 Waiver Resolution and the other resolutions proposed at the General Meeting of Hummingbird to be held on 23 December 2024.

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.

Please see paragraph 21 for further information on the proposed delisting process for Hummingbird.

5.   Recommendation of the Hummingbird Directors

The Independent Hummingbird Directors, who have been so advised by Stifel and Strand Hanson as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable and that the Offer represents an opportunity for Shareholders to realise some cash sum for their holding now, which may not otherwise be available. In reaching this conclusion, the Independent Hummingbird Directors acknowledge and accept the potential proposed changes to employment and locations of registered and trading office locations that may be necessary to make. In addition, the Independent Hummingbird Directors consider the terms of the Offer to be in the best interests of Shareholders as a whole and accordingly intend to recommend that Shareholders accept or procure acceptance of the Offer.

Mr. Oumar Toguyeni and Mr. Geoff Eyre, who are Hummingbird Directors, are not considered to be independent for the purposes of the Offer by virtue of their relationships with Nioko.  Mr. Toguyeni, a non-executive director, has been appointed to the Hummingbird Board as a representative of Nioko.  Mr. Geoff Eyre, an executive director, was appointed to the Board as Interim CEO on 6 November 2024, at the request of Nioko and with the agreement of the Hummingbird Board, to drive a transformation plan focused on improving operational performance. The non-independent Hummingbird Directors support the Offer and its terms but have not participated in the consideration of the Offer by the Independent Directors or the decision to recommend the Offer as set out above. 

6.   Background to and reasons for the Independent Directors' unanimous recommendation

In light of the stated preference of Nioko to seek a delisting of Hummingbird following the completion of the Debt-to-Equity Conversion, the Hummingbird Board requested that Nioko made an offer to the holders of Ordinary Shares in order to provide them with an exit opportunity instead of holding shares in an unlisted company.  Nioko consequently agreed that the making of the Offer on a recommended basis would be a condition to completion of the CIG Subscription Agreement to effect the Debt-to-Equity Conversion. The Hummingbird Board also notes that the Offer Price is equal to the Conversion Price under the Debt-to-Equity Conversion.

If Shareholders do not accept the Offer, it remains Nioko's intention to seek to cancel admission of the Ordinary Shares from trading on AIM.  Given Nioko's minimum holding following the Debt-to-Equity Conversion of 71.8 per cent. (before any Ordinary Shares acquired pursuant to the Offer), such cancellation is highly likely, therefore it is recommended that Shareholders accept the Offer in order to realise some cash for their holding now, which may not otherwise be available in the future. If Nioko receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Ordinary Shares to which the Offer relates, Nioko intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Act to acquire compulsorily the Ordinary Shares not acquired or agreed to be acquired by or on behalf of Nioko pursuant to the Offer or otherwise on the same terms as the Offer.

7.   Dividends

If, after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is announced, declared or paid in respect of the Ordinary Shares, Nioko reserves the right to reduce the Offer Price by an amount up to the amount of such dividend and/or distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or the Offer Document to the Offer Price for the Ordinary Shares will be deemed to be a reference to the Offer Price as so reduced.

8.   Information on Hummingbird

Hummingbird (AIM: HUM) is a multi-asset, multi-jurisdictional gold producing Company, member of the World Gold Council and founding member of Single Mine Origin (www.singlemineorigin.com). Hummingbird currently has two core gold projects, the operational Yanfolila Gold Mine in Mali, and the operational Kouroussa Gold Mine in Guinea, which is now in commercial production. Further, Hummingbird 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. Hummingbird's vision is to continue to grow its asset base, producing profitable ounces with Environmental, Social & Governance policies and practices central to all its activities.

9.   Information on Nioko

Nioko is a company incorporated in Burkina Faso and a wholly-owned subsidiary of CIG, which is also incorporated in Burkina Faso.  CIG is wholly owned and controlled by Mr. Idrissa Nassa, a Burkinabe national and entrepreneur.

Nioko is the only CIG Party that holds voting rights in the Company and will remain the only CIG Party to hold voting rights in the Company following completion of the Transactions.

As at the Latest Practicable Date, Nioko holds 339,233,148 Ordinary Shares, representing approximately 41.81 per cent. of the Company's existing issued share capital.

10.  Disclosure of Interests in Hummingbird

As at the close of business on the Latest Practicable Date, Nioko holds 339,233,148 Ordinary Shares, amounting to 41.81 per cent. of the total voting rights in Hummingbird.

As at the close of business on the Latest Practicable Date, none of Hummingbird, the Directors, their immediate families or persons connected with them, or acting in concert with them have any interests in, or rights to subscribe in the share capital of Nioko.

As at the close of business on the Latest Practicable Date, the interests, rights to subscribe and short positions of the Hummingbird Directors, their immediate families and persons connected with them in the share capital of Hummingbird, together with any options in respect of such share capital (all of which holdings are beneficially held unless otherwise stated), required to be notified to Hummingbird or which are required to be entered into Hummingbird's Shareholder register, are as set out below:

¹ In addition, Dan and Stephen Betts are indirectly interested in a further 495,101 Ordinary Shares held by Stephen Betts & Sons Limited (SBSL) and a self-administered pension scheme. SBSL is a private company that is wholly owned and controlled by Dan and Stephen Betts, certain other close family members and a family trust.

² Includes 800,000 shares held by Caroline Betts, the wife of Stephen Betts.

As at the close of business on the Latest Practicable Date, the Directors held the following options:

^* The total of vested and unvested Options includes 970,768 Deferred Shares as defined below

^** Options which have been granted but only vest subject to certain milestones

In recognition of the significant experience and the high level of personal commitment of the Non-Executive Directors, each non-executive director (other than Oumar Toguyeni) receives an annual deferred share award (Deferred Shares). The aggregate value of the award in 2024 was £26,250, vesting one year from award date. These awards must be retained until the individual ceases to hold office. Each of the Non-Executive Directors hold 970,768 Deferred Shares.

As at the close of business on the Latest Practicable Date and save as disclosed above, none of (i) Hummingbird; (ii) its Directors; (iii) any of its Directors' immediate families or related trusts; (iv) the pension funds of Hummingbird or its subsidiary undertakings; (v) any employee benefit trust of Hummingbird or its subsidiary undertakings; (vi) any connected adviser to Hummingbird or its subsidiary undertakings or any person acting in concert with its directors; (vii) any person controlling, controlled by or under the same control as any connected adviser falling within (vi) above (except for an exempt principal trader or an exempt fund manager); nor (viii) any other person acting in concert with Hummingbird; owns or controls, has a short position, or has borrowed or lent, or is interested in, or has any right to subscribe for, or any arrangement concerning, directly or indirectly, any relevant securities of Hummingbird.

Save as announced by Hummingbird on 10 January 2024, none of its Directors, nor any member of their immediate families or related trusts (so far as its Directors are aware having made due enquiry), dealt in relevant securities of Hummingbird during the 12 months prior to the Latest Practicable Date.

Neither Hummingbird nor any of its Directors nor any member of their immediate families or related trusts, owns or controls or is interested, directly or indirectly in or has any short position in Nioko or any securities convertible into, or exchangeable for, rights to subscribe for and options (including traded options) in respect of, and derivatives referenced to, any of the foregoing.

No management incentivisation arrangements have been discussed between members of Hummingbird's management and Nioko.

Other than Nioko, there are no shareholders with a direct or indirect interest or potential interest in more than 5 per cent. voting rights in Hummingbird.

11.  Current Trading

The Company currently operates two gold mines: the Yanfolila Gold Mine in Mali and the Kouroussa Gold Mine in Guinea. During Q3-2024, Hummingbird produced a total of 26,376 ounces (oz) of gold from both of these mines, bringing year-to-date production to 69,097 oz. At the Yanfolila Mine in Mali, production in Q3-2024 amounted to 13,992 oz, with an All-In Sustaining Cost (AISC) of US$2,352 per oz. The Kouroussa Mine in Guinea advanced towards commercial production during the year, officially declared by the Company on 25 November 2024. Kouroussa produced 12,389 oz during Q3-2024, an increase from 7,789 oz in Q2-2024, resulting in a year-to-date production of 26,041 oz.

Across the group, the Company remains focused on enhancing performance, including increasing mining volumes and targeting improved grade material to drive cash flow. The Company anticipates meeting the lower end of its revised FY-2024 Group production guidance of 100,000-115,000 oz at an AISC of approximately US$2,100 per oz. Yanfolila is expected to achieve the lower end of its production range of 55,000-65,000 oz at an AISC below US$2,100 per oz. Meanwhile, Kouroussa is projected to produce approximately 45,000 oz of gold for the year. Following the declaration of commercial production, Kouroussa's AISC is expected to remain below US$1,500 per oz for the remainder of the year.

Additionally, the Company owns a 50.8 per cent. stake in Pasofino Gold Limited (TSXV: VEIN), a Canadian-listed entity developing the Dugbe Gold Project in Liberia. A completed feasibility study for Dugbe outlines reserves of 2.76 million oz and attractive economic metrics at a gold price of US$1,750 per ounce. These include a 3.5-year capital payback period once in production and a 14-year mine life with a low AISC profile. Pasofino has reported significant progress in its strategic review, as detailed in press releases dated 26 August 2024 and 14 November 2024, which may result in the sale of all or part of the company to a third party. Pasofino is currently in active discussions with several interested parties, with two having submitted non-binding expressions of interest to acquire the company.

In 2022, the Malian Government initiated an audit of the country's mining sector, focusing on existing mining conventions. A new Mining Code (the 2023 Mining Code) was introduced in August 2023, followed by the issuance of the Implementation Decree in July 2024, which defined key economic parameters, and the establishment of a commission comprised of Malian Government advisors and representatives (the Commission) to negotiate certain aspects of existing mining conventions and clarifying the application of the 2023 Mining Code to both existing and new mining projects. Since late 2023, Hummingbird and its Malian subsidiary, Société des Mines De Komana SA (SMK), has been engaged in constructive discussions with the Commission to address outstanding audit findings and clarify the application of the 2023 Mining Code to the Yanfolila Gold Mine. The Company expects to finalise an agreement with the Government of Mali by the end of the year, thereby incurring near-term payment obligations.

Approximately US$68 million of debt falls due for repayment on 31 December 2024. This includes US$30 million of principal due to CIG, and which is the subject of the Debt-to-Equity Conversion, and as such, subject to the Resolutions being approved, this liability to CIG is expected to be removed from the balance sheet. The balance of the amount concerns amounts due to Coris, which the Company does not expect to have the cash resources available to repay and is therefore dependent upon Coris continuing to assist the Company with its liquidity challenges through continued payment deferrals and provision of credit support.

Moreover, and as previously announced, despite achieving commercial production at Kouroussa, the Group as a whole is not projected to generate sufficient near-term cash flows to alleviate its ongoing liquidity pressures. These challenges are compounded by the current loss-making operations at Yanfolila, and upcoming payments related to ongoing negotiations with the Government of Mali. The Group, as of 30 November 2024, has in excess of £122.8 million of trade and other creditors that are overdue for payment and which have been carefully managed in negotiation with suppliers and service providers.

To address these financial pressures outlined above, the Group is in discussions with CIG and Nioko regarding the provision of additional financial support necessary to enable the Company to continue trading as a going concern. CIG has also indicated that, subject to the Rule 9 Waiver Resolution being passed at the General Meeting, it will agree to extend the maturity date of the CIG Loan until 28 February 2025.

Nioko has informed the Company that, following completion of the Transactions, it will seek to procure the cancellation of the admission to trading of the Company's Ordinary Shares on AIM as it believes that the Company's financial and operational situation could be stabilised more easily as a private company. Upon acquiring control of the Company, it 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. 

Save as disclosed in this Announcement and the Circular, or as announced by the Company since 24 September 2024 when it announced its six-month results to 30 June 2024, there has been no significant change in the financial or trading position of the Group since 30 June 2024, being the date to which the unaudited interim financial information for the Group was prepared.  There are no current public ratings or outlooks accorded to the Company by ratings agencies.

12.  Nioko plans for the Hummingbird business

Strategic Plans for the Group

In the first 12 months following completion of the Transactions, the CIG Parties will continue its due diligence on the Group and will conduct an in-depth assessment of the Group's operational assets, pursuant to which the CIG Parties will consider how to optimise efficiencies and cost effectiveness, enhance the liquidity position of the Group, improve productivity and ensure that all spending decisions are thoroughly scrutinised and optimally structured (the Strategic Review). Subject to this assessment of the Group to be undertaken immediately following completion of the Transactions, the CIG Parties anticipate seeking to procure the Cancellation. It is the CIG Parties' view that stabilising Hummingbird's financial and operation situation will be achieved more easily as a private company.

Consistent with its approach to constructive, collaborative and respectful stakeholder relationships, and given the relative importance attributed to each Regulatory Approval, Nioko (in co-operation with Hummingbird) intends to initiate discussions with each of the Malian, Guinean and Liberian Governments to emphasise Nioko's commitment to each relevant country and to maintaining Hummingbird's good working relationship with each Government.

Employees and management

Subject to the Strategic Review, the CIG Parties intend to simplify the Target Group's corporate structure and employee base to reflect the Cancellation. The CIG Parties intend to implement such changes as soon as practicable following completion of the Transactions in accordance with any applicable employee information and consultation requirements, and the CIG Parties intend to reduce the Group's overall headcount by not more than 20 per cent. This will include removing operations that are no longer necessary as a result of the Cancellation or reducing the amount of duplicative roles in the context of Nioko's newly acquired control over the Group. In connection with this simplification, the CIG Parties intend to change the Group's existing registered office at 49-63 Spencer Street, Hockley, Birmingham, West Midlands, B18 6DE and its operating London office at 26 Mount Row, London, W1K 3SQ to an address to be identified as part of the Strategic Review. It is intended for the new headquarters to be based in London which will provide a space for the Company to manage the Group's day to day operations. It is intended that the new headquarters are able to provide the same functions as both the existing headquarters and operating office of Hummingbird. Hummingbird does not currently have a standalone research and development function and the CIG Parties also do not intend on creating one or making material changes to any ongoing research and development initiatives at Hummingbird. 

In connection with streamlining the business, the CIG Parties have confirmed that following completion of the Transactions, they intend to make certain changes to the Board and the Company's management team including that Thomas Hill, the Finance Director, Stephen Betts, the Non-Executive Director, David Straker-Smith, the Non-Executive Director, Attie Roux, the Non-Executive Director and Ernie Nutter, the Non-Executive Director, will cease to be directors of the Board following completion of the Transactions. Dan Betts will cease to be Executive Chairman but is expected to remain with the Company in a Non-Executive Chairman role, subject to terms to be agreed after the closing of the Transactions.

Except as set out above, the CIG Parties do not intend for the completion of the Transactions to result in material changes in the balance of skills and functions of employees of the Group.

Existing rights and pension schemes

The CIG Parties do not intend in making material changes to the existing contractual and statutory employment rights, including in relation to pension contributions, of existing Company employees and intend to safeguard such rights in accordance with applicable laws. The CIG Parties understand that in the UK the Group automatically enrols employees in a pension scheme through NEST Pensions but that a number of employees have opted out and in these instances the Group instead makes separate contributions into employees' personal pension plans. The CIG Parties do not intend to make any changes to the Group's current employer pension contribution arrangements.

Operations and Fixed Assets

As part of the Strategic Review to be undertaken following completion of the Transactions, the CIG Parties intend to determine how to maximise value and potential from the Group's existing fixed assets. Subject to the outcome of the Strategic Review, the CIG Parties believe that there is worthwhile potential in the ramp up of operations at the Kouroussa gold mine in Guinea. The CIG Parties intend to work proactively with the Company as Kouroussa progresses towards steady state production. The CIG Parties also intend to review the status of the life of mine extensions at the Yanfolila Gold Mine and to consider the opportunities for exploration and resource expansion at the Yanfolila site before making any firm decisions on its prospects. This may involve delays to going underground and the possible development of further satellite resources. The CIG Parties currently intend on following the existing mine plans in place at the operating Kouroussa and Yanfolila mines but will continue to review this and intend to make optimisations in light of the Strategic Review.

The Dugbe gold project is owned by Pasofino which is a non-wholly owned subsidiary of the Company and has its own separate listing on TSX-V.  The Dugbe project is not yet at the development stage and therefore its operations and fixed assets are limited. Pasofino announced in 2024 a strategic review process and stated in November that it was continuing in discussions for the potential disposal of Pasofino.  The CIG Parties have indicated that further due diligence will be undertaken on the Dugbe gold project in Liberia necessary as part of its Strategic Review and to determine if continuing with Pasofino's sale process is in the Company's best interests.  All options for this asset remain on the table including disposal and development and there are no specific intentions for the operations or fixed assets at this stage as the project requires funding to be secured to take it to the development phase. Following completion of the Transactions, the CIG Parties will consider how best to maximise value and potential from the Group's other assets.

No post-offer undertakings

None of the statements in this paragraph 12 is a "post-offer undertaking" for the purposes of Rule 19.5 of the Takeover Code.

13.  Information on the CIG Parties

Nioko is the company through which CIG holds Ordinary Shares in Hummingbird.

CIG is a private company limited by shares and is registered in the Trade and Personal Property Credit Register of Burkina Faso, incorporated on 5 April 2019.  Mr. Idrissa  Nassa, as sole shareholder of CIG, holds 100 per cent. of its issued share capital.  In addition, Mr. Idrissa Nassa holds a 98 per cent. interest in Coris Holdings, which in turn has a 63.61 per cent. interest in Coris Bank.  Mr Idrissa also holds, in his personal name, an interest of 1.29 per cent. in Coris Bank and so has an effective interest in Coris Bank of 63.6 per cent.  Coris Bank is Hummingbird's primary banking partner, with details of the various facilities in place with Coris Bank set out in Part 6 of the Circular.

CIG's aim is to focus on innovative solutions in line with the financing needs of companies and institutions with high local added value and capable of developing a profitable and sustainable business. CIG specialises in investment, strategy and consulting focusing in the West African region.  Currently, CIG has approximately US$100 million of investments and fixed assets across more than 15 investments, including a shareholding in Orezone Gold Corporation (held through Nioko), a Canadian exploration and development company which owns the Bombore gold mine project in Burkina Faso.

Mr. Idrissa Nassa

Mr. Nassa is an economist by training, with over 35 years' experience in the financial, insurance, international trade and industrial sectors. He is a graduate of INTEC in Paris, and also holds a higher diploma in Management from the AMP programme at the MDE/IESE Business Scholle in Barcelona, and a diploma in Management and Strategy from the University of Paris Panthéon Sorbonne and the Hautes Finances from the IFG Executive Education INSEEC Paris.

He has received various recognitions in the countries where Coris Bank subsidiaries or branches are present, including the African CEO of the Year 2020 by Financial Afrik Awards, the rank of Grand Officer of the Order of the Stallion (Burkina Faso) in 2019, the African Entrepreneur of the Year Award 2019 by AGFRICANGELS, the Trophy of Excellence awarded by CAVIE (African Centre for Economic Intelligence and Monitoring) and the Special Award "BRVM" and "DC&BR" (Senegal) in 2022. Mr Nassa is Chairman of Coris Bank and President of Burkinabé Employers' Association. CIG's registered office address, and primary place of business is Avenue de l'UEMOA, 2cmeetage of the building built on plot N°10 of lot 20section 006 ZACA, 01 BP 2061 Ouagadougou 01, Burkina Faso.

The CIG directors, registered office and other incorporation information of the members of the CIG are as follows:

The Offer is not expected to have a material effect on the CIG Parties' earnings, assets or liabilities.

14.  Interests and dealings of the CIG Parties

As at the close of business on the Latest Practicable Date, save as set out above, no CIG Party, nor any CIG Party director nor any members of their immediate families, any related trust, nor any connected persons (within the meaning of section 252 of the Act), nor any person acting in concert with such persons nor any member of their immediate families or related trusts (so far as the Directors are aware having made due enquiry) had interests, rights to subscribe and short positions in the relevant shares or securities of Hummingbird.

As at the close of business on the Latest Practicable Date, the interests of Nioko in the relevant share or securities of Hummingbird was 41.81 per cent.

As at the close of business on the Latest Practicable Date and save as disclosed in this document, no CIG Party nor any CIG Party directors nor any members of their immediate families, any related trust, nor any connected persons (within the meaning of section 252 of the Act), nor any person acting in concert with such persons, owns or controls, or has borrowed or lent, or is interested in, or has any right to subscribe for, or any arrangement concerning, directly or indirectly, any relevant shares or securities of Hummingbird, or has any short position (whether conditional or absolute and whether in the money or otherwise), including a short position under a derivative, any agreement to sell or any delivery obligation in respect of any right to require any person to purchase or take delivery of, any such relevant shares or securities of Hummingbird.

No CIG Party, nor any CIG Party directors nor any members of their immediate families, any related trust, nor any connected persons (within the meaning of section 252 of the Act) nor any person acting in concert with such persons has dealt in relevant securities during the 12-month period before the Latest Practicable Date, other than:

(a)      as described in the circular published by Hummingbird on 21 December 2023 together with its related results announcement published on 10 January 2024;

(b)      as announced by the Company on 1 July 2024 in relation to the CIG Parties' reorganisation of its shareholdings in the Company; and

(c)      as announced by Hummingbird on 9 August 2024 in its Q2-2024 Operational and Trading Update and on 19 August 2024 in is announcement entitled Coris Refinancing Package.

Save as set out herein, no CIG Party has entered into any agreement, arrangement or understanding with any of the Directors which has any connection with or dependence upon the Offer. In addition, save as disclosed above, there is no agreement, arrangement or understanding having any connection with or dependence upon the Offer between any CIG Party and any person interested or recently interested in shares in Hummingbird, or any other recent director of Hummingbird.

15.  Intentions of the CIG Parties

Nioko has informed Hummingbird that, following the Effective Date, it will seek to procure the Cancellation as it believes that Hummingbird's financial and operational situation could be stabilised more easily as a private company. Upon acquiring control of Hummingbird, it would also intend to make certain additional changes to its board and management and explore Hummingbird's options to secure additional debt and equity funding to put it on a more sustainable long-term footing.

The CIG Parties have each confirmed that there are no agreements, arrangements or understandings of any kind (including any compensation arrangement) existing between any CIG Party and any of the directors, recent directors, shareholders or recent shareholders of the Company, or any person interested or recently interested in shares of the Company, having any connection with or dependence upon the Transactions.

Nioko has confirmed that following completion of the Transactions, it intends to make certain changes to the Board and Hummingbird's management and explore Hummingbird's options to secure additional debt and equity funding to put it on a more sustainable long-term footing.

In order to ease the Company's working capital constraints and address the Group's immediate, short-term and medium-term financial obligations, the CIG Parties intend on working with potential financing partners to put the Company on a more sustainable long-term footing. This is likely to include a combination of further support from CIG/Coris Bank, as well as a combination of debt and equity funding from third parties.

CIG is also engaging in good faith discussions in respect of potential additional funding for the Company with a view to the Company continuing as a going concern pending full implementation of the Transactions.

Hummingbird is currently listed on AIM. Following completion of the proposed Debt-to-Equity Conversion, the CIG Parties will seek to procure the Cancellation and steps will then be taken to re-register Hummingbird as a private company.

16.  Financing of the Transaction

The cash consideration necessary to satisfy the Offer in full will be funded from Nioko's existing cash resources. Hannam & Partners, in its capacity as financial adviser to Nioko, is satisfied that sufficient resources are available to Nioko to satisfy in full the cash consideration payable by Nioko to Shareholders pursuant to the Offer.

17.  Irrevocable Undertakings

Director irrevocable undertakings

Hummingbird has received irrevocable undertakings from each of Stephen Betts, Dan Betts, Tom Hill and Ernie Nutter to accept the Offer in respect of their own beneficial holdings amounting to, in aggregate, 15,377,902 Ordinary Shares, representing approximately 1.90 per cent. of the existing issued ordinary share capital of Hummingbird. The irrevocable undertakings include undertakings to:

a.   accept the Offer;

b.   not to sell, transfer, charge, grant any option or other right over or otherwise dispose of or deal (directly or indirectly and whether beneficially, legally or otherwise) in the relevant Ordinary Shares or any interest in all or any of them or permit any dealing, nor enter into any agreement or arrangement (whether conditional or not) to deal, nor accept (or permit to be accepted) any offer in respect of all or any of such Ordinary Shares, save with consent of the Company;

c.   continue to have full power and authority to enter into and perform the irrevocable undertaking in accordance with its terms;

d.   if required by the Company, return a duly executed Form of Proxy in respect of the relevant Ordinary Shares (if certificated), or in the case of uncertificated shares, to take any action that may be required by the Company to make a valid proxy appointment and give valid CREST proxy instructions; and

e.   execute all such documents, acts and things as may be necessary and desirable to be executed in connection with their obligations under the irrevocable undertaking.

The obligations of each of Stephen Betts, Dan Betts, Tom Hill and Ernie Nutter shall be irrevocable until the 27 January 2025.

The undertakings described in this paragraph ‎17 are in addition to the irrevocable undertakings relating to the Rule 9 Waiver Resolutions as described in the Circular.

18.  Conditions

As set out in the Previous Announcements, the making of the Offer was pre-conditional upon the completion of Nioko's due diligence to its satisfaction, the entry into of the CIG Subscription Agreement for the Debt-to-Equity Conversion and Hummingbird posting the circular and convening the requisite General Meeting for the Rule 9 Waiver.  These pre-conditions have now been satisfied.

The Offer is subject to, among other things, the following conditions:

o  the Rule 9 Waiver Condition;

o  the Regulatory Approvals;

o  no Insolvency Event occurring in respect of the Hummingbird Group; and

o  no cancellation/loss of any Core Mining Licence.

The Takeover Panel has confirmed that Rule 13.5(a) of the Takeover Code shall apply to the conditions relating to no Insolvency Event (Condition 6 of Part A of Appendix I) the Regulatory Approvals, and no cancellation of Core Mining Licences (Condition 5 of Part A of Appendix I). Under the Takeover Code, Nioko may not invoke a condition to which Rule 13.5(a) applies so as to cause the transaction not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the conditions are of material significance to Nioko in the context of the transaction.  Nioko may only invoke a condition that is subject to Rule 13.5(a) with the consent of the Takeover Panel and any condition that is subject to Rule 13.5(a) may be waived by Nioko.

Rule 13.5(a) of the Takeover Code shall not apply to the Rule 9 Waiver Condition (Condition I of Part A of Appendix I).

Given the material significance of the Regulatory Approvals, if not obtained Nioko intends to seek the Takeover Panel's consent to invoke those conditions. Nioko also considers that the conditions in relation to the Core Mining Licences and the solvency position of the Group are of material significance, as a failure of each of such conditions equally poses a serious risk of a cancellation of the relevant mining licences. Nioko would, therefore, also seek to invoke those conditions if necessary.

Nioko may waive any of (i) the Core Mining Licences Condition, (ii) the Insolvency Event Condition, and (iii) the Regulatory Approval at its discretion.

It is intended that, once the Debt-for-Equity Conversion has become unconditional, there would be no further Regulatory Approvals to the Offer and no acceptance condition.

19.  Offer-related Arrangements

Confidentiality Agreement

CIG and Coris Holdings and Hummingbird have entered into a mutual confidentiality agreement dated 28 October 2024 (the Confidentiality Agreement) pursuant to which the CIG Parties and Hummingbird has undertaken, amongst other things, to: (i) keep confidential information relating to the Offer and the other party and not to disclose it to third parties (other than certain permitted parties) unless required by law or regulation; and (ii) use the confidential information for the sole purpose of discussing a potential transaction between the parties thereto.

CIG Subscription Agreement

The CIG Subscription Agreement documents the terms of the Debt-to-Equity Conversion and details the conditions on which the US$30 million outstanding principal amount under the New CIG Loan converts into new Ordinary Shares in Hummingbird. The Debt-to-Equity Conversion comprises (i) the Stage 1 Conversion and (ii) the conversion of the remainder of the principal amount of the New CIG Loan in the Stage 2 Conversion.

Unless otherwise agreed between the Parties in writing, completion of the subscription by Nioko of the Stage 1 Conversion Shares under the CIG Subscription Agreement is conditional on the satisfaction or waiver of the following on or prior to 10 February 2025:

(i)       the approval at the General Meeting of the Resolutions;

(ii)      no Insolvency Event having occurred in relation to any member of the Group;

(iii)     there being (i) no cancellation, loss, expiry, expropriation or surrender of any Core Mining Licences and (ii) no act of any governmental authority resulting substantially in the cessation of operations at any of the Group's operations;

(iv)     Nioko announcing the Offer;

(v)      certain warranties regarding, amongst other things, the Group's operations, its material contracts, litigation, title and capacity being true, accurate and not misleading at the time of the admission of shares under the Stage 1 Conversion; and

(vi)     Admission of the Stage 1 Conversion Shares.

Unless otherwise agreed between the Parties in writing, completion of the subscription by Nioko of the Stage 2 Conversion Shares under the CIG Subscription Agreement is conditional on the satisfaction or waiver of the following on or prior to 31 March 2025 (or such later date, being no later than 30 June 2025, as Nioko may nominate):

(i)       Admission of the Stage 1 Conversion Shares;

(ii)      no Insolvency Event having occurred in relation to any member of the Group;

(iii)     there being (i) no cancellation, loss, expiry, expropriation or surrender of any Core Mining Licences or mineral rights and (ii) no act of any governmental authority resulting substantially in the cessation of operations at any of the Group's operations;

(iv)     the granting of all Regulatory Approvals;

(v)      certain warranties regarding, amongst other things, the Group's operations, its material contracts, litigation, title and capacity being true, accurate and not misleading at the time of the admission of shares under the Stage 2 Conversion; and

(vi)     Admission of the Stage 2 Conversion Shares.

The parties have agreed to cooperate, engage in good faith and provide the other party and its respective professional advisers all reasonable assistance and access that they may reasonably require in connection with the CIG Subscription Agreement. This includes, unless prohibited by applicable law, the collaboration and sharing of information between the parties in relation to engagement that each party has with the Takeover Panel in connection with any of the proposals contemplated under the CIG Subscription Agreement.

Rule 9 Waiver

Nioko is currently interested in 41.81 per cent. of the Ordinary Shares in Hummingbird. As it is interested in Ordinary Shares which in the aggregate carry not less than 30 per cent. of the voting rights of Hummingbird, but does not hold Ordinary Shares carrying more than 50 per cent. of such voting rights, if Nioko subsequently acquires an interest in any other Ordinary Shares which increases its percentage of Ordinary Shares carrying voting rights, it must make a mandatory offer to all other Shareholders, unless a waiver from such offer is granted by the Takeover Panel pursuant to Rule 9 of the Takeover Code. The Takeover Panel has agreed to such a waiver provided that Independent Shareholders approve the issue of the Conversion Shares.

The Takeover Panel has agreed, however, to waive the obligation on Nioko to make an offer upon the issue of the Conversion Shares, either on the automatic issue of Conversion Shares upon the passing of the Resolutions which will increase Nioko's holding to 49.9 per cent. of the voting rights of Hummingbird, or on completion of the Debt-to-Equity Conversion following receipt of all Regulatory Approvals when Nioko will be able to convert the balance of the New CIG Loan into Conversion Shares representing a maximum of in aggregate 71.8 per cent. of the voting rights of Hummingbird's Enlarged Share Capital, in each case subject to the approval, on a poll, of the Independent Shareholders. Accordingly, the Rule 9 Waiver Resolution is being proposed in respect of the Conversion Shares to be issued to Nioko at the General Meeting. Nioko will not vote on the Rule 9 Waiver Resolution.

20.  Offer terms

It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Part 28 of the Act and will be subject to the conditions and the further terms set out in Appendix I to this Announcement, and to be set out in the Offer Document and in the Form of Acceptance.

The Offer is not subject to any minimum level of acceptances.

If Nioko receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Ordinary Shares to which the Offer relates, Nioko intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Act to acquire compulsorily the Ordinary Shares not acquired or agreed to be acquired by or on behalf of Nioko pursuant to the Offer or otherwise on the same terms as the Offer.

It is expected that the Offer Document containing further information about the Offer and the procedure for acceptance, together with the Form of Acceptance, will be published and sent to Hummingbird Shareholders and (for information only) option holders as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless otherwise agreed between Nioko and Hummingbird with the consent of the Takeover Panel).  An expected timetable of principal events will be included in the Offer Document.

The Offer will be governed by English law. The Offer will be subject to the applicable requirements of the Takeover Code, the Takeover Panel, AIM and the FCA. 

21.  Cancellation

It is intended that an application will be made to the London Stock Exchange to seek to cancel trading in Hummingbird Ordinary Shares on AIM shortly following the Effective Date, with such Cancellation expected to take place approximately one month thereafter.

22.  Documents available for inspection

Copies of the following documents will, by no later than 12 noon on the business day following the date of this Announcement, be published on Hummingbird's website at https://www.hummingbirdresources.co.uk/ and Nioko's website (as applicable) at https://niokoresources.com until the end of the offer period:

·      this Announcement;

·      the written consents referred to in paragraph ‎23;

·      the Confidentiality Agreement;

·      the CIG Subscription Agreement;

·      the irrevocable undertakings referred to in paragraph ‎17; and

·      any 2.11 Letters.

The contents of these websites are not incorporated into and do not form part of this Announcement.

23.  General

Nioko reserves the right to elect, with the consent of the Takeover Panel and Hummingbird, to implement the Offer by means of a scheme of arrangement, as an alternative to the Offer.  In such event, the Scheme shall be implemented on substantially the same terms as those which would apply to the Offer, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Offer.

The Offer will be subject to the further terms set out in Appendix I and to the full terms and conditions to be set out in the Offer Document.  The bases and sources of certain information contained in this Announcement are set out in Appendix II.  Certain terms used in this Announcement are defined in Appendix 2.

Each of Stifel, Strand Hanson, Hannam and SCP Resource Finance LP have given and not withdrawn their consent to the publication of this Announcement, with the inclusion herein of the reference to their names in the form and context in which they appear.

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

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

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, 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 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.

H&P Advisory Ltd (Hannam & Partners), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Nioko and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Nioko for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Hannam & Partners, 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 Hannam & Partners in connection with this announcement, any statement contained herein or otherwise.

SCP Resource Finance LP (SCP Resource Finance), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Nioko and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Nioko for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither SCP Resource Finance, 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 SCP Resource Finance in connection with this announcement, any statement contained herein or otherwise.

Inside information

This Announcement contains inside information as stipulated under the Market Abuse Regulation No. 596/2014 (incorporated into UK law by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019). Upon the publication of this Announcement via a regulatory information service, this inside information is now considered to be in the public domain.

This announcement contains inside information in relation to Hummingbird for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for making this announcement on behalf of Hummingbird is Geoff Eyre, Chief Executive Officer.

Further information

This announcement is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise.  The Offer will be made solely by means of the Offer and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Ordinary Shareholders are strongly advised to read the Offer Document in full once it has been despatched.

Responsibility

Unless otherwise determined by Nioko, the Offer will not be made, directly or indirectly, in or into, or by the use of mails or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, Canada, Australia or Japan or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, instrumentality or facility or from within those jurisdictions.  Accordingly, copies of this announcement and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from the United States, Canada, Australia or Japan or any other Restricted Jurisdiction.  Persons receiving this announcement (including without limitation custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send it in or into or from the United States, Canada, Australia or Japan or any other Restricted Jurisdiction.  Doing so may render invalid any purported acceptance of the Offer.

The availability of the Offer or the distribution of this announcement to Ordinary Shareholders who are not resident in the United Kingdom may be restricted by the laws of the relevant jurisdiction in which they are located or of which they are citizens.  Such persons should inform themselves of, and  observe, all applicable legal and regulatory requirements of their jurisdictions.  Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions.  Further details in relation to overseas shareholders will be contained in the Offer Document.

This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference into this announcement), oral statements made regarding the Offer and other information published by Nioko and/or Hummingbird may contain "forward-looking statements" relating to Nioko and Hummingbird and the business sectors in which they operate.  Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or similar expressions identify forward-looking statements.  Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements.  Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products or services and the behaviour of other market participants.    Neither Nioko or Hummingbird can give any assurance that the forward-looking statements will prove to have been correct.  You should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this announcement.  Neither Nioko nor Hummingbird undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Publication on websites

In accordance with Rule 26.1 of the City Code, a copy of this announcement will be available on Nioko's website (https://niokoresources.com) and on Hummingbird's website (https://www.hummingbirdresources.co.uk/) by no later than 12 noon on 17 December 2024.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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(s), 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 shall 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 Panel's website at http://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 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.

Rounding

Certain figures included in this announcement have been subject to rounding adjustments.

Time

All times shown in this announcement are London times, unless otherwise stated. 

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested from such persons by submitting a request in writing to Hummingbird's registrars, Link Group, on Tel: 0371 664 0321 from the United Kingdom (UK) or +44 371 664 0321 from overseas or by post at Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open between 9:00 a.m. and 5:30 p.m., Monday to Friday (excluding public holidays in England and Wales), or by email at shareholderenquiries@linkgroup.co.uk.

Appendix I - Conditions to the Offer

Part A: Conditions to the Offer

The Offer will be conditional upon the following Conditions and, accordingly, the Offer will not become or be declared unconditional unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived.

Rule 9 Waiver Resolution

1.   Independent Shareholders approving the Rule 9 Waiver Resolution for the Debt-to-Equity Conversion at the General Meeting of Hummingbird and the CIG Subscription Agreement otherwise becoming unconditional (the Rule 9 Waiver Condition).

Official authorisations and regulatory clearances

Guinean Regulatory Approval

2.   In respect of Guinea:

a.   Hummingbird having received unconditional approval from the Minister in charge of mines pursuant to article 90 of Law n°2011-06 of 9 September 2011 adopting the Mining Code of the Republic of Guinea as amended by Law n°2013-53 of 8 April 2013 for the indirect change of control and, if applicable, the indirect transfer of the capital of the title holder in respect of the Kouroussa EP1 and Kouroussa EP2; and

b.   the Government of Guinea and any other State authorities (including the Minister in charge of mines) not having taken or threatened, in respect of such permits, any action or decision to prohibit or otherwise object to the change of control, impose material additional conditions or obligations on the Hummingbird Group or Nioko in connection with the change of control and/or indirect transfer of the capital of the title holder, or terminate, withdraw or materially modify the Kouroussa EP1 or Kouroussa EP2 (unless otherwise agreed between the parties hereto), which in each case might reasonably be expected to be material in the context of the Hummingbird Group taken as a whole,

(together, the Guinean Regulatory Approval);

Malian Regulatory Approval

3.   In respect of Mali:

a.   Hummingbird having received unconditional approval from the Malian Minister of Mines and/or Council of Ministers (as applicable) pursuant to article 85 of the Law n°2023-040 enacting the Malian mining code and articles 117 and 118 of Decree N°2024-0396 setting out the terms and conditions for the application of such law (or any other applicable legislation) and pursuant to clause 24.1 of the mining convention (convention d'établissement) entered into between Société Malienne de la Petite Mine d'Or and the Government of the Republic of Mali on 15 November 2002 (as transferred to SMK) (the Yanfolila MC), for the indirect change of control and/or the indirect transfer of the mining title (as applicable) in respect of the Yanfolila EP; and

b.   the Government of Mali and any other State authorities (including the Minister of Mines) not having taken or threatened, in respect of such permits or mining conventions, any action or decision to prohibit or otherwise object to the change of control, impose material additional conditions or obligations on the Hummingbird Group or Nioko in connection with the change of control and/or indirect transfer of mining title (as applicable), or terminate, withdraw or materially modify the Yanfolila EP and Yanfolila MC (unless otherwise agreed between the parties hereto), which in each case might reasonably be expected to be material in the context of the Hummingbird Group taken as a whole,

(together the Malian Regulatory Approval);

Liberian Regulatory Approval

4.   In respect of Liberia:

a.   Hummingbird having received on an unconditional basis all regulatory approvals as may be required from any governmental authority in Liberia for the indirect change of control or, as applicable, the indirect transfer of capital of the title holder in respect of, the Dugbe MDA, and

b.   the Government of Liberia and any other State authorities (including the Minister of Mines) not having taken or threatened, in respect of such permits, any action or decision to prohibit or otherwise object to the change of control, impose material additional conditions or obligations on the Hummingbird Group or Nioko in connection with the change of control and/or indirect transfer of mining title (as applicable), or terminate, withdraw or materially modify the Dugbe MDA (unless otherwise agreed between the parties hereto), which in each case might reasonably be expected to be material in the context of the Hummingbird Group taken as a whole,

(the Liberian Regulatory Approval, and together with the Guinean Regulatory Approval, the Malian Regulatory Approval and the Liberian Regulatory Approval, the Regulatory Approvals).

Core Mining Licences

5.   There being (i) no cancellation, loss, expiry, expropriation or surrender of any Core Mining Licences and (ii) no act of any governmental authority resulting substantially in the cessation of operations at any of the Hummingbird Group's operations.

Insolvency

6.   no Insolvency Event having occurred in relation to any of the Hummingbird Group.

Certain matters arising as a result of any arrangement, agreement etc.

7.   save as disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Hummingbird Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which in consequence of the Offer or the proposed acquisition of any shares or other securities (or equivalent) in Hummingbird or because of a change in the control or management of Hummingbird or otherwise, could or might result in any of the following to an extent which is material and adverse in the context of the Wider Hummingbird Group, or the Wider Nioko Group, in either case taken as a whole, or in the context of the Offer:

i.    any moneys borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

ii.    any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

iii.   any asset or interest of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

iv.   the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member;

v.   the rights, liabilities, obligations or interests of any such member, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected; (vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

vi.   any such member ceasing to be able to carry on business under any name under which it presently does so; or

vii.  the creation or acceleration of any liability, actual or contingent, by any such member (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any third party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Offer

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Hummingbird Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in subparagraphs (i) to (vii) of this Condition;

Certain events occurring since Last Accounts Date:

8.   save as Disclosed, no member of the Wider Hummingbird Group having, since the Last Accounts Date:

a.   save as between Hummingbird and wholly-owned subsidiaries of Hummingbird or for Ordinary Shares issued under or pursuant to the exercise of options and vesting of awards granted under the Ordinary Share Schemes, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;

b.   save as between Hummingbird and wholly-owned subsidiaries of Hummingbird or for the grant of options and awards and other rights under the Ordinary Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

c.   other than to another member of the Hummingbird Group, prior to completion of the Offer, recommended, declared, paid or made any dividend or other distribution payable in cash or otherwise or made any bonus issue;

d.   save for intra-Hummingbird Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer;

e.   save for intra-Hummingbird Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer;

f.    issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-Hummingbird Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

g.   purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer

h.   save for intra-Hummingbird Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business

i.    entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer;

j.    (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer

k.   entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Hummingbird Group or the Wider Nioko Group other than of a nature and extent which is normal in the context of the business concerned;

l.    waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer;

m.  made any material alteration to its memorandum or articles of association or other incorporation documents;

n.   been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business

o.   entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 8

p.   made or agreed or consented to any change to:

i. the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Hummingbird Group for its directors, employees or their dependents;

ii. the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

iii.  the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

iv.  the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made, in each case, to the extent which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer;

q.   proposed, agreed to provide or modified the terms of any of the Ordinary Share Schemes or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Hummingbird Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Hummingbird Group, save as agreed by the Takeover Panel (if required) and by Nioko, or entered into or changed the terms of any contract with any director or senior executive;

r.    taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Takeover Panel or the approval of Ordinary Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

s.   entered into or varied in a material way the terms of, any contracts, agreement or arrangement with any of the directors or senior executives of any members of the Wider Hummingbird Group; or

t.    waived or compromised any claim which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer, otherwise than in the ordinary course;

No adverse change, litigation or regulatory enquiry

9.   save as Disclosed, since the Last Accounts Date

a.   no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Hummingbird Group which, in any such case, is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;

b.   no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Hummingbird Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any third party or other investigative body against or in respect of any member of the Wider Hummingbird Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider Hummingbird Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider Hummingbird Group taken as a whole or in the context of the Offer;

c.   no contingent or other liability of any member of the Wider Hummingbird Group having arisen or become apparent to Nioko or increased which has had or might reasonably be expected to have a material adverse effect on the Wider Hummingbird Group taken as a whole or in the context of the Offer;

d.   no enquiry or investigation by, or complaint or reference to, any third party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider Hummingbird Group which in any case is material in the context of the Wider Hummingbird Group taken as a whole;

e.   no member of the Wider Hummingbird Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider Hummingbird Group as a whole or in the context of the Offer; and no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider Hummingbird Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, an adverse effect which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer;

No discovery of certain matters

10.  save as Disclosed, Nioko not having discovered:

a.   that any financial, business or other information concerning the Wider Hummingbird Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Hummingbird Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to Nioko or its professional advisers, in each case, to the extent which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer;

b.   that any member of the Wider Hummingbird Group or partnership, company or other entity in which any member of the Wider Hummingbird Group has a significant economic interest and which is not a subsidiary undertaking of Hummingbird, is subject to any liability (contingent or otherwise) which is not disclosed in Hummingbird's most recent annual report and accounts, in each case, to the extent which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer; or

c.   any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Hummingbird Group and which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer;

d.   save as Disclosed, Nioko not having discovered that:

a)   any past or present member of the Wider Hummingbird Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider Hummingbird Group and which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer;

b)   there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Hummingbird Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Hummingbird Group (or on its behalf) or by any person for which a member of the Wider Hummingbird Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any third party and which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer;

c)   circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to any third party instituting, or whereby any member of the Nioko Group or any present or past member of the Wider Hummingbird Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, reinstate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Hummingbird Group (or on its behalf) or by any person for which a member of the Wider Hummingbird Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer; or

d)   circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider Hummingbird Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider Hummingbird Group and which is material in the context of the Wider Hummingbird Group taken as a whole or in the context of the Offer; and

Anti-corruption, economic sanctions, criminal property and money laundering

11.  save as Disclosed, Nioko not having discovered that:

a.   any past or present member, director, officer or employee of the Wider Hummingbird Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (B) any person that performs or has performed services for or on behalf of the Wider Hummingbird Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or

b.   any asset of any member of the Wider Hummingbird Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Hummingbird Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering; or

c.   any past or present member, director, officer or employee of the Wider Hummingbird Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:

i. any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or

ii. any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;

e.   any past or present member, director, officer or employee of the Wider Hummingbird Group, or any other person for whom any such person may be liable or responsible:

a.   has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

b.   has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

c.   has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

d.   is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or

f.    any member of the Wider Hummingbird Group is or has been engaged in any transaction which would cause Nioko to be in breach of any law or regulation upon its acquisition of Hummingbird, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.

g.   For the purposes of these Conditions the "Wider Hummingbird Group" means Hummingbird and its subsidiary undertakings, associated undertakings and any other undertaking in which Hummingbird and/or such undertakings (aggregating their interests) have a significant interest and the "Wider Nioko Group" means Nioko and its subsidiary undertakings, associated undertakings and any other undertaking in which Nioko and/or such undertakings (aggregating their interests) have a significant interest and for these purposes subsidiary undertaking and undertaking have the meanings given by the Act, associated undertaking has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded for this purpose, and significant interest means a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Act).

Part B: FURTHER TERMS OF THE TRANSACTION

1.   Nioko reserves the right to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix I above (save for the Rule 9 Waiver Condition). The Offer will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in this Appendix I, and to the full terms and conditions which will be set out in the Offer Document and the Form of Acceptance.

2.   The Offer shall lapse unless all of the Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by Nioko to be or remain satisfied, by midnight (London time) on the earlier of the Unconditional Date and the Long Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Takeover Panel).

3.   Nioko shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of Conditions (1) to (11) (inclusive) by a date earlier than the latest date specified above for the fulfilment of the relevant Condition, notwithstanding that the other Conditions to the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Condition(s) may not be capable of fulfilment.

4.   The Takeover Panel has confirmed that Rule 13.5(a) of the Takeover Code shall apply to the conditions relating to no Insolvency Event (Condition 6) the Regulatory Approvals (Conditions 2,3 and 4); and no cancellation of Core Mining Licences (Condition 5). Under the Takeover Code, Nioko may not invoke a condition to which Rule 13.5(a) applies so as to cause the transaction not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the conditions are of material significance to Nioko in the context of the transaction.  Nioko may only invoke a condition that is subject to Rule 13.5(a) with the consent of the Takeover Panel and any condition that is subject to Rule 13.5(a) may be waived by Nioko. A decision by the Takeover Panel whether to permit Nioko to invoke a Condition would be judged by the Takeover Panel by reference to the facts at the time that the relevant circumstances arise, including the views of the Hummingbird Directors at the time.

5.   Rule 13.5(a) of the Takeover Code shall not apply to the Rule 9 Waiver Condition (Condition I).

6.   Given the material significance of the Regulatory Approvals, if not obtained Nioko intends to seek the Takeover Panel's consent to invoke those conditions. Nioko also considers that the conditions in relation to the Core Mining Licences and the solvency position of the Group are of material significance, as a failure of each of such conditions equally poses a serious risk of a cancellation of the relevant mining licences. Nioko would, therefore, also seek to invoke those conditions if necessary.

7.   Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix II - Definitions

Appendix III - Sources and Bases of Information

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.

1.   All references to Hummingbird Ordinary Shares are to ordinary shares of £0.01 each.

2.   As at the close of business on the Latest Practicable Date, Hummingbird had in issue 811,308,990 Ordinary Shares.

3.   The fully diluted share capital of Hummingbird (being 854,881,215 Ordinary Shares) has been calculated on the basis of:

a.   the number of issued Hummingbird Ordinary Shares referred to in paragraph 2 of this Appendix 3 above; plus

b.   any further Hummingbird Ordinary Shares which may be issued on or after the date of this Announcement on the vesting of awards under the Ordinary Share Schemes that were outstanding as at the Latest Practicable Date, amounting in aggregate up to a maximum of 43,572,225 Hummingbird Ordinary Shares.