2023 LTIP & Deferred Share Awards and TVR

RNS Number : 8525U

Hummingbird Resources PLC

31 March 2023

 

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

31 March 2023

Hummingbird Resources pl c

("Hummingbird" or the "Company")

2023 LTIP & Deferred Share Awards and TVR

Hummingbird Resources plc (AIM: HUM) announces that under the 2023 Long Term Incentive Plan ("LTIP"), the Remuneration Committee ("RemCo") has approved the grant of 20,622,436 restricted share units ("RSU") awards to employee participants. The Company has also awarded an annual deferred share award to Hummingbird's Non-executive Directors, in-line with previous years.

Since 2021, the Company has adopted a long-term employee incentive scheme that comprises an annual discretionary cash award, which is based on both corporate and personal targets being met, and an equity based LTIP, intended to better align Hummingbird employee participants and shareholders with the objective of creating medium to long term shareholder value.

The 2023 annual awards have been made in line with the LTIP rules, with the Remuneration Committee continuing to adopt the relative Total Shareholder Return performance criteria over the S&P Commodity Producer Gold Index in order to be able to receive the LTIP equity award component (as detailed below).

LTIP award vesting is subject to the performance criteria being met for each respective tranche and continuous employment with positive performance. The RSUs are expected to vest on 7 February 2026 in two tranches as follows: 

a)  Retention Tranche: 7,725,724 RSUs will be based on continuous employment, malice provisions and the employee meeting personal and Company targets; and

b)  Relative TSR Tranche: 12,936,712 RSUs will be based on Relative Total Shareholder Return from a share price of 7.79 pence against the S&P Commodity Producers Gold Index, with 25% vesting for meeting the index, rising on a straight-line basis to 100% for 5% outperformance.

Under the 2023 LTIP, 20,622,436 RSU awards have been approved and issued, which include 5,359,215 in respect of Daniel Betts and 3,451,767 in respect of Thomas Hill.

The RSUs under the 2023 LTIP consist of options granted over ordinary shares in the Company ("Shares"), which have an exercise price of £0.01 per Share. Once vested, any RSUs may be exercised by the holder during a set exercise period determined by the Company and notified to the option holders. This is intended to be a minimum of a one-week period per year when the Company is in an "open period" under MAR. Unvested RSUs will normally lapse on cessation of employment for any reason. The RSU holders will normally retain vested RSUs following cessation of employment and will have two years from the date of cessation of employment to exercise, after which the RSUs shall lapse. 

Non-executive Director Deferred Share Awards

In the same way as previous years, as part of the Non-executive's remuneration, each Non-executive Director will receive an annual deferred share award with a value of £25,000, vesting one year from the award date, subject to remaining in office. These awards must be retained and cannot normally be sold until the individual ceases to hold office. For the year to 31 December 2023, the awards are as follows:

Name	Position	Total number of Deferred Share Awards
Attie Roux	Non-executive Director	368,189
Ernie Nutter	Non-executive Director	368,189
Stephen Betts	Non-executive Director	368,189
David Straker-Smith	Non-executive Director	368,189
Total		1,472,756

Founders Equity Alignment Plan ("FEAP")

Additionally, in accordance with the terms of the FEAP, the initial Management Incentive Pool vested on 1 February 2023 with no value accruing to participants, and a new Management Incentive Pool with a life of up to ten years has been created on a consistent basis.  No value will accrue to the FEAP if the growth in shareholder value is less than 50% from 1 February 2023.

Issue of shares, Admission and Total Voting Rights

Further, the Company has issued 5,350,000 shares at a price of 10 pence per share to Ananké Solutions (a West African logistics and mine operation specialist consultant) as settlement, in lieu of cash, of an amount due of US$652,500, in respect of strategic advice and provision of operational support to improve performance at Yanfolila. These shares are subject to a 6-month lock in and 6-month orderly market provision thereafter.

Application has been made to the LSE for the admission of the 5,350,000 shares to trading on AIM, which is expected to take effect on or around 4 April 2023 (''Admission'').

Following Admission, the Company's issued share capital will consist of 601,918,699 Ordinary Shares, all with voting rights. The Company currently does not hold shares in treasury. The total number of voting rights in the Company following Admission is therefore 601,918,699, which may be used which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.

**ENDS**

Notes to Editors:

Hummingbird Resources (AIM: HUM) is a multi-asset, multi-jurisdiction gold production, development and exploration Company, member of the World Gold Council and founding member of Single Mine Origin ( www.singlemineorigin.com ). The Company currently has two core gold projects, the operational Yanfolila Gold Mine in Mali, and the Kouroussa Gold Mine in Guinea, which will more than double current gold production when in production, scheduled for first gold pour the end of Q2 2023. Further, the Company has a controlling interest in the Dugbe Gold Project in Liberia that is being developed by Pasofino Gold Limited through an earn-in agreement. The final feasibility results on Dugbe showcase 2.76Moz in Reserves and strong economics such as a 3.5-year capex payback period once in production, 14-year life of mine at a low AISC profile. Our vision is to continue to grow our asset base, producing profitable ounces, while central to all we do being our Environmental, Social & Governance ("ESG") policies and practices. 

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

Daniel Betts, CEO Thomas Hill, FD Edward Montgomery, CD	Hummingbird Resources plc	Tel: [phone]
James Spinney Ritchie Balmer	Strand Hanson Limited Nominated Adviser	Tel: [phone]
James Asensio Gordon Hamilton	Canaccord Genuity Limited Broker	Tel: [phone]
Bobby Morse Oonagh Reidy George Cleary	Buchanan Financial PR/IR	Tel:  [phone] Email:  [e-mail]

PDMR forms

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Dan Betts
2.	Reason for the notification
a.	Position/status	Interim Executive Chairman and CEO
b.	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Hummingbird Resources Plc
b.	LEI	213800PBYMQ6Z2D7UZ96
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument, type of instrument Identification code	Ordinary Shares of 1 pence each GB00B60BWY28
b.	Nature of the transaction	Restricted Share Units Awards to employees
c.	Price(s) and volume(s)	Price/share Volume (s) £0.01 5,359,215
d.	Aggregated information - Aggregated volume - Price	N/A
e.	Date of the transactions	31 March 2023
f.	Place of the transactions	London Stock Exchange's AIM Market

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Thomas Hill
2.	Reason for the notification
a.	Position/status	Finance Director
b.	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Hummingbird Resources Plc
b.	LEI	213800PBYMQ6Z2D7UZ96
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument, type of instrument Identification code	Ordinary Shares of 1 pence each GB00B60BWY28
b.	Nature of the transaction	Restricted Share Units Awards to employees
c.	Price(s) and volume(s)	Price/share Volume (s) £0.01 3,451,767
d.	Aggregated information - Aggregated volume - Price	N/A
e.	Date of the transactions	31 March 2023
f.	Place of the transactions	London Stock Exchange's AIM Market

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Attie Roux
2.	Reason for the notification
a.	Position/status	Non-Executive Director
b.	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Hummingbird Resources Plc
b.	LEI	213800PBYMQ6Z2D7UZ96
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument, type of instrument Identification code	Ordinary Shares of 1 pence each GB00B60BWY28
b.	Nature of the transaction	Deferred Share Awards
c.	Price(s) and volume(s)	Price/share Volume (s) £0.01 368,189
d.	Aggregated information - Aggregated volume - Price	N/A
e.	Date of the transactions	31 March 2023
f.	Place of the transactions	London Stock Exchange's AIM Market

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Ernie Nutter
2.	Reason for the notification
a.	Position/status	Non-Executive Director
b.	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Hummingbird Resources Plc
b.	LEI	213800PBYMQ6Z2D7UZ96
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument, type of instrument Identification code	Ordinary Shares of 1 pence each GB00B60BWY28
b.	Nature of the transaction	Deferred Share Awards
c.	Price(s) and volume(s)	Price/share Volume (s) £0.01 368,189
d.	Aggregated information - Aggregated volume - Price	N/A
e.	Date of the transactions	31 March 2023
f.	Place of the transactions	London Stock Exchange's AIM Market

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Stephen Betts
2.	Reason for the notification
a.	Position/status	Non-Executive Director
b.	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Hummingbird Resources Plc
b.	LEI	213800PBYMQ6Z2D7UZ96
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument, type of instrument Identification code	Ordinary Shares of 1 pence each GB00B60BWY28
b.	Nature of the transaction	Deferred Share Awards
c.	Price(s) and volume(s)	Price/share Volume (s) £0.01 368,189
d.	Aggregated information - Aggregated volume - Price	N/A
e.	Date of the transactions	31 March 2023
f.	Place of the transactions	London Stock Exchange's AIM Market

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	David Straker-Smith
2.	Reason for the notification
a.	Position/status	Non-Executive Director
b.	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Hummingbird Resources Plc
b.	LEI	213800PBYMQ6Z2D7UZ96
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument, type of instrument Identification code	Ordinary Shares of 1 pence each GB00B60BWY28
b.	Nature of the transaction	Deferred Share Awards
c.	Price(s) and volume(s)	Price/share Volume (s) £0.01 368,189
d.	Aggregated information - Aggregated volume - Price	N/A
e.	Date of the transactions	31 March 2023
f.	Place of the transactions	London Stock Exchange's AIM Market

 

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