Unconditional Recommended Cash Offer

Nioko Resources Corporation

13 January 2025

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document and what action you should take, you are recommended to seek your own personal financial, legal and tax advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or, if resident elsewhere, another appropriately authorised independent financial adviser in the relevant jurisdiction.

Hummingbird Shareholders should read the whole of this document (including all information incorporated into this document by reference to another source). In addition, this document should be read in conjunction with the accompanying documentation.

If you sell or otherwise transfer or have sold or otherwise transferred all of your Hummingbird Shares (other than to Nioko pursuant to the Offer), please forward this document with the accompanying documentation (other than any documents or forms personalised to you), immediately to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, this document and any accompanying document must not be forwarded, distributed or transmitted in, into or from any Restricted Jurisdiction.

If you sell or otherwise transfer or have sold or otherwise transferred only part of your registered holding of Hummingbird Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferred Hummingbird Shares in certificated form, notwithstanding receipt of this document from the transferor, you should contact Hummingbird's registrars, Link Group, on Tel: [phone] from the United Kingdom (UK) or [phone] from overseas or by post at Link Group, Corporate Actions, 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  [e-mail].

If you have any questions about this document or the accompanying documents, or are in any doubt as to how to complete the Form of Acceptance (if you hold Hummingbird Shares in certificated form) or as to how to make an Electronic Acceptance (if you hold Hummingbird Shares in uncertificated form), or wish to obtain an additional Form of Acceptance, please contact Link Group. Link Group can be contacted on Tel: [phone] from the United Kingdom (UK) or [phone] from overseas or by post to Link Group, Corporate Actions, 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 [e-mail]. Please note that Link Group cannot provide any financial, legal or tax advice and that calls may be recorded and monitored for security and training purposes.

Neither this document nor any of the accompanying documents do, or are intended to, 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 in which such offer, invitation or solicitation is unlawful. The release, publication or distribution of this document and/or the accompanying documents (in whole or in part) in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document and/or any accompanying document comes should inform themselves about, and observe, any applicable restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction. In particular, this document should not be released, published, distributed, forwarded or transmitted, in whole or in part, in, into or from any Restricted Jurisdiction.

Unconditional Recommended Cash Offer
for

Hummingbird Resources plc

by

Nioko Resources Corporation

to be implemented by means of a takeover offer under Part 28 of the Companies Act

Your attention is drawn to the letter from the Chairman of Hummingbird which contains the unanimous recommendation of the Independent Hummingbird Directors that you accept or procure the acceptance of the Offer and which is set out in Part 2 (Letter from the Chairman of Hummingbird Resources plc) of this document.

The procedure for acceptance of the Offer is set out in paragraph 20 of Part 1 (Letter from Nioko) of this document and in respect of Hummingbird Shares held in certificated form, in the Form of Acceptance. To accept the Offer in respect of Hummingbird Shares held in certificated form, you must complete and return the accompanying Form of Acceptance as soon as possible and, in any event, so as to be received by the Receiving Agent by no later than 1.00 p.m. (London time) on the Closing Date in accordance with paragraph 20 of Part 1 (Letter from Nioko) of this document. Acceptances in respect of Hummingbird Shares held in uncertificated form should be made electronically through CREST so that the TTE instruction settles by no later than 1.00 p.m. (London time) on the Closing Date in accordance with paragraph 20 of Part 1 (Letter from Nioko). If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear. Please refer to the Expected Timetable of Principal Events on page 10 for indicative dates and times of key events (including payment dates) relating to the Offer.

The Offer can be accepted from 13 January 2025 and will continue to be capable of acceptance until the Offer is closed at least 21 days after the date of this document. Hummingbird Shareholders are encouraged to ACCEPT the Offer as soon as possible and in any event before 1.00 p.m. on the Closing Date. The Offer will remain open for acceptances until Nioko confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of this Offer Document). Such notice will be given to Hummingbird Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk.

Definitions used in this document are as defined in Part 5 (Definitions) of this document unless defined elsewhere herein or the context requires otherwise. Hummingbird Shareholders may request hard copy forms of these documents.

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 document 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 document. 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 document, 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 document 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 document. 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 document, 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 document 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 document. 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 document, 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 document 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 document. 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 document, any statement contained herein or otherwise.

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Hummingbird, the Hummingbird Directors, Nioko, the Nioko Directors or by Stifel, Strand Hanson, Hannam & Partners and SCP Resource Finance or any other person involved in the Offer.

IMPORTANT NOTICES

The contents of this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this document, you should consult your own legal adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Overseas Shareholders

Unless otherwise determined by Nioko or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, in whole or in part, directly or indirectly, in or into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction, and as of the date of this document and the accompanying Form of Acceptance, Nioko contemplates extending the Offer to Canadian residents and U.S. residents pursuant to exemptions from the respective take-over bid and tender offer requirements under Canadian and U.S. securities laws. Copies of this document and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail, or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer. Unless otherwise permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

This document and the accompanying Form of Acceptance have been prepared for the purposes of complying with English law, the applicable requirements of the Companies Act, the Takeover Code, the Panel, the FCA and the London Stock Exchange and applicable securities law and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any other jurisdiction (in particular, in Canada). Readers are reminded that the Offer has not been approved or disapproved by any securities regulatory authority in Canada nor has any securities regulatory authority in Canada passed upon the fairness or merits of such Offer or upon the accuracy or adequacy of the information contained in this document.

Notice to U.S. holders of Hummingbird Shares

The Offer is being made for the securities of an English company that is listed on the London Stock Exchange by means of a contractual takeover offer under the Takeover Code and English law and is subject to disclosure requirements and practices that are different, in some cases materially, from the tender offer rules of the United States. The financial information included in this document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

For U.S. holders of Hummingbird Shares, the receipt of cash pursuant to the terms of the Offer as consideration for the transfer of their Hummingbird Shares, may be treated as a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Hummingbird Shares is urged to consult with its own legal, tax and financial advisers in connection with making a decision regarding this transaction and as to the U.S. federal, and applicable U.S. state, local, and foreign, tax consequences to it of the transaction contemplated hereby in light of such holders' specific circumstances.

For purposes of the U.S. Exchange Act, it is intended that the Offer be made pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act and benefitting from exemptions available to "Tier I" cross-border tender offers. Accordingly, the Offer will be subject to disclosure and other procedural requirements under the applicable laws of the United Kingdom, including with respect to offer timetable, settlement procedures and timing of payments that may be materially different from those applicable under U.S. domestic tender offer procedures and law, and certain rules applicable to tender offers made into the United States, including rules promulgated under Section 14(d), Section 14(e)(1) and Section 14(e)(2) of the U.S. Exchange Act, do not apply.

Once the Offer closes, Nioko will acquire all Hummingbird Shares that have by that time been validly tendered (or deemed to have been validly tendered) in acceptance of the Offer and will, in accordance with the Takeover Code, settle the relevant consideration for all such accepted Hummingbird Shares (other than in respect of Hummingbird Shares acquired pursuant to a Hummingbird Share Plan, in respect of which settlement with the relevant Hummingbird Shareholders will be effected through payroll or such other method as may be determined by Hummingbird or Nioko) within 14 days of such date, rather than the three trading days that U.S. investors may be accustomed to in U.S. domestic tender offers.

To the extent permitted by the Takeover Code and applicable law, in accordance with normal UK practice and Rule 14e-5(b) under the U.S. Exchange Act, Nioko and its nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Hummingbird Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Also, to the extent permitted by the Takeover Code and applicable law in accordance with normal UK practice and Rule 14e-5(b) of the U.S. Exchange Act, Stifel, Hannam & Partners and SCP Resource will continue to act as exempt principal traders in Hummingbird Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

Neither the SEC nor any US state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence. Nioko is an investment company registered in the Trade and Personal Property Credit Register of Burkina Faso. The Nioko Directors are residents of countries other than the United States and are not citizens of the United States. As a result, it may be difficult for investors to effect service of process within the United States upon the Nioko Directors or otherwise compel Nioko, Hummingbird or their respective directors, officers and affiliates to subject themselves to the jurisdiction and judgment of a U.S. court. It may not be possible to sue Nioko or Hummingbird, or any of their respective directors, officers or affiliates, in a non-U.S. court for violations of U.S. securities laws. There is doubt as to the enforceability in the United Kingdom, in original actions or in actions for enforcement of judgments of the U.S. courts, of civil liabilities predicated upon U.S. federal securities laws.

Dealing disclosure requirements

Under Rule 8.3(a) of the Takeover 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 Takeover 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, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant "dealing".

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

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons "acting in concert" with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose "relevant securities" Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of "relevant securities" in issue, when the "offer period" commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward-looking statements

This document (including information incorporated by reference into this document), oral statements made regarding the Offer and other information published by Nioko, the CIG Parties and/or Hummingbird or members of the Hummingbird Group may contain "forward-looking statements" relating to Nioko, the CIG Parties, Hummingbird and the Hummingbird Group 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, the CIG Parties, Hummingbird or the Hummingbird Group 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 document. Neither Nioko, the CIG Parties, Hummingbird nor the Hummingbird Group 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.

Profit forecasts

No statement in this document (including any statement of estimated costs savings or synergies) is intended as a profit forecast or estimate of the future financial performance of Nioko or the Hummingbird Group for any period and, in particular, no statement in this document should be interpreted to mean that earnings or earnings per share or dividend per share for Nioko or the Hummingbird Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Hummingbird or otherwise.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Hummingbird Shareholders, persons with information rights and other relevant persons for the receipt of communications from Hummingbird may be provided to Nioko during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on website and availability of hard copies

A copy of this document is and will be available free of charge, subject to certain restrictions relating to persons resident or located in Restricted Jurisdictions, for inspection on Hummingbird's website at www.hummingbirdresources.co.uk, by no later than 12.00 p.m. (London time) on the date following publication of this document and during the course of the Offer. For the avoidance of doubt, unless otherwise stated, neither the contents of Hummingbird's website nor the contents of any website accessible from hyperlinks on Hummingbird's website (or any other websites referred to in this document) are incorporated into, or form part of, this document.

Pursuant to Rule 30.3 of the Takeover Code, you may, subject to certain restrictions relating to persons resident or located in Restricted Jurisdictions, request a hard copy of this document and all information incorporated into this document by submitting a request in writing to Hummingbird's registrars, Link Group, on Tel: [phone] from the United Kingdom (UK) or [phone] from overseas or by post at Link Group, Corporate Actions, 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 [e-mail].

All references to time in this document and in the Form of Acceptance are to London time.

Hummingbird Shareholders may also, subject to certain restrictions relating to persons resident or located in Restricted Jurisdictions, request that all future documents, announcements and information sent to them in relation to the Offer be in hard copy form. A hard copy of such document (including this document), announcement or information will not be sent unless so requested.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Date of publication

This document is dated 13 January 2025.

CONTENTS

Heading                                                                                                                              

IMPORTANT NOTICES

ACTION TO BE TAKEN

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

PART 1 LETTER FROM NIOKO

PART 2 LETTER FROM THE CHAIR OF HUMMINGBIRD RESOURCES PLC

PART 3 FURTHER TERMS OF THE OFFER AND ACCEPTANCES

Part A FURTHER TERMS OF THE OFFER

Part B FORM OF ACCEPTANCE

Part C ELECTRONIC ACCEPTANCE

PART 4 ADDITIONAL INFORMATION

Part A ADDITIONAL INFORMATION ON THE CIG PARTIES AND HUMMINGBIRD

Part B ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS

Part C TAXATION

PART 5 DEFINITIONS

PART 6 HUMMINGBIRD'S EMPLOYEE REPRESENTATIVE AND PENSION SCHEME TRUSTEE

WHERE TO FIND HELP

You will find answers to some of the questions most often asked by shareholders about takeover offers and the procedure for accepting the Offer in Part 1 (Letter from Nioko) of this document.

If you have further questions on the Offer more generally, there is a Shareholder Helpline available between the hours of 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) or by email at [e-mail]. The Shareholder Helpline is operated by Link Group on Tel: [phone] from the UK and [phone] from overseas. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Link Group, as operator of the Shareholder Helpline, will only be able to provide information contained in this document and cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

ACTION TO BE TAKEN

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 as the Offer represents an opportunity for Hummingbird 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 Hummingbird Shareholders as a whole and accordingly unanimously recommend that Hummingbird Shareholders accept or procure acceptance of the Offer, as the Hummingbird Directors who hold Hummingbird Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Hummingbird Shares.

Stifel and Strand Hanson are providing independent financial advice to the Hummingbird Directors for the purposes of Rule 3 of the Takeover Code.

If Hummingbird Shareholders wish to accept the Offer, it is important that they follow the instructions contained in this document and, if their Hummingbird Shares are held in certificated form, the Form of Acceptance.

If Hummingbird Shareholders have not received all of these documents, please contact Link Group on the relevant telephone number set out in the paragraph under the section headed "Shareholder Helpline" below.

If you hold your Hummingbird Shares in certificated form (that is, not in CREST), you should complete the accompanying Form of Acceptance in accordance with the instructions printed thereon and in paragraph 20 of Part 1 (Letter from Nioko) of this document. You may also obtain additional Forms of Acceptance by contacting the Shareholder Helpline operated by the Receiving Agent at Link Group, on Tel: [phone] from the United Kingdom (UK) or [phone] from overseas or by post to Link Group, Corporate Action, at 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 [e-mail]. The completed Form of Acceptance, together with your share certificate(s) and/or other document(s) of title, should be returned as soon as possible by post using, if posted in the United Kingdom, the enclosed reply-paid envelope to the Receiving Agent at Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL, so as to arrive no later than 1.00 p.m. (London time) on the Closing Date. If you are posting in the United Kingdom, the enclosed reply-paid envelope has been provided for your convenience. It is recommended to allow four Business Days for delivery. Any Form of Acceptance received electronically will be rejected as an invalid acceptance of the Offer.

The latest time for Link Group to receive your Form of Acceptance will be 1.00 p.m. (London time) on the Closing Date. You should allow sufficient time for posting for your Form of Acceptance to be received. It is recommended to allow four Business Days for delivery.

If you hold your Hummingbird Shares in uncertificated form (that is, in CREST), you should follow the procedures set out in paragraph 20 of Part 1 (Letter from Nioko) of this document and ensure that an Electronic Acceptance is made by you or on your behalf and that settlement is made no later than 1.00 p.m. (London time) on the Closing Date. If you hold your Hummingbird Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

The latest time for receipt of an Electronic Acceptance through CREST (applicable only for Hummingbird Shareholders who hold their Hummingbird Shares in uncertificated form) will be 1.00 p.m. (London time) on the Closing Date.

The Offer will remain open for acceptances until Nioko confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of this Offer Document). Such notice will be given to Hummingbird Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk.

Further details about how to submit your Form of Acceptance and how to make your Electronic Acceptance are set out in Part B and Part C, respectively, of Part 3 (Further terms of the Offer and Acceptances) of this document.

Holdings of Hummingbird Shares in certificated or uncertificated form will be treated as separate holdings for the purpose of calculating entitlements and you are required to accept in relation to each holding separately.

This section should be read in conjunction with the rest of this document and, in the case of Hummingbird Shares held in certificated form, the Form of Acceptance. Hummingbird Shareholders are recommended to seek financial advice from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the FSMA if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

Settlement

Other than in respect of Hummingbird Shares acquired pursuant to the Hummingbird Share Plans, in respect of which settlement with the relevant Hummingbird Shareholders will be effected through payroll or such other method as may be determined by Hummingbird or Nioko, settlement for those Hummingbird Shareholders who have validly accepted the Offer prior to the Closing Date will be effected within 14 days of the later of (i) 3 February 2025 (if they have validly accepted before such date) and (ii) the date of receipt of an acceptance complete in all respects (if they have validly accepted after such date).

Shareholder Helpline

If you have any questions about this document or the accompanying documents, or are in any doubt as to how to complete the Form of Acceptance (if you hold Hummingbird Shares in certificated form) or as to how to make an Electronic Acceptance (if you hold Hummingbird Shares in uncertificated form), or wish to obtain an additional Form of Acceptance, please contact the Shareholder Helpline. The Shareholder Helpline is operated by Link Group on Tel: [phone] from the UK and [phone] from overseas. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom 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 [e-mail]. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. 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.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times below are indicative only and are based on current expectations and may be subject to change.

If any of the dates and/or times in this expected timetable change, notice of the revised dates and/or times will be given to Hummingbird Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk. Further updates and changes to these times will be notified in the same way.

Unless otherwise stated, all times referred to in this document and timetable below are London times. 

EVENT	TIME AND/OR DATE
Rule 2.7 Announcement	16 December 2024
Notice of waiver of conditions	2 January 2025
Admission of the Ordinary Shares to Nioko under the Stage 2 Conversion	7 January 2025
Publication and posting of this document and Form of Acceptance	13 January 2025
Closing of the Offer period under the Takeover Code**	3 February 2025
Latest time and date by which the Offer can be accepted for Hummingbird Shares in certificated or uncertificated form	1.00 p.m. on the Closing Date
Cancellation of the admission to trading on AIM	To be at least 20 business days after Nioko holds 75 per cent. of the ordinary share capital of Hummingbird

**The Offer will remain open for acceptances until Nioko confirms the closing date, with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of this Offer Document) (the "Closing Date"). Such notice will be given to Hummingbird Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk.  

**Except with the consent of the Panel, the Cash Consideration to Hummingbird Shareholders who accept the Offer prior to the Closing Date must be settled within 14 days of the later of (i) 3 February 2025 (if they have validly accepted before such date) and (ii) the date of receipt of an acceptance complete in all respects after such date.

 

PART 1
LETTER FROM NIOKO

(an investment company registered in the Trade and Personal Property Credit Register of Burkina Faso with registered number BF OUA 2019 B 2606)

Nioko Resources Corporation,

Avenue de l'UEMOA,

01 BP 2061 Ouagadougou 01,

Burkina Faso

13 January 2025

To the holders of Hummingbird Shares and, for information only, to holders of awards and options under the Hummingbird Share Plans and persons with information rights.

Dear Hummingbird Shareholder,

1.         INTRODUCTION

On 16 December 2024, the board of directors of each of Nioko and Hummingbird announced in the Rule 2.7 Announcement that they had reached agreement on the terms of a recommended cash offer pursuant to which Nioko would acquire the entire issued and to be issued share capital of Hummingbird not otherwise owned, or agreed to be acquired, by Nioko. The Offer is to be effected by means of a takeover offer for the purposes of Part 28 of the Companies Act.

This document and, if you hold Hummingbird Shares in certificated form, the accompanying Form of Acceptance, contain the formal Offer (including its terms and conditions) for your Hummingbird Shares. Acceptances of the Offer should be received as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on the Closing Date.

Your attention is drawn to the Letter from the Chairman of Hummingbird set out in Part 2 (Letter from the Chairman of Hummingbird Resources plc) of this document. That letter contains, amongst other things, the background to and reasons for the unanimous recommendation of the Independent Hummingbird Directors.

The Hummingbird Directors who hold Hummingbird Shares have irrevocably undertaken to Nioko to accept, or procure acceptance of, the Offer in respect of their entire beneficial holdings of 15,377,902 Ordinary Shares (representing 0.92 per cent. of Hummingbird's total issued share capital) as at the Latest Practicable Date.

Your attention is also drawn, in particular, to the further terms of the Offer set out in Part 3 (Further terms of the Offer and Acceptances) to this document and the information relating to Nioko and Hummingbird in paragraphs 5 and 6 of this letter, respectively.

2.         THE OFFER

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

for each Hummingbird 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 £13,434,987.

Other terms of the Offer

As detailed in the Rule 2.7 Announcement, the Offer was to be subject to the satisfaction of a number of conditions including, among other things, the Rule 9 Waiver Condition, the Regulatory Approvals, no Insolvency Event occurring in respect of the Hummingbird Group and no cancellation/loss of any Core Mining Licence (each condition as defined in the Rule 2.7 Announcement) (the Original Conditions). The Rule 9 Waiver Condition has now been satisfied following the passing of the resolutions at the Hummingbird's general meeting on 23 December 2024, as announced by Hummingbird on 23 December 2024. 

On 2 January 2025, Nioko informed Hummingbird that it wished to waive the outstanding Original Conditions. As such, this Offer is unconditional from the outset and acceptances under the Offer will be final and binding with no rights of withdrawal save as otherwise agreed in writing between Nioko and any particular Hummingbird Shareholder or as otherwise permitted by Nioko (either generally or for any particular Hummingbird Shareholder). There is no acceptance condition in respect of the Offer. The Offer will remain open for acceptances until Nioko confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of this Offer Document). Such notice will be given to Hummingbird Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk. The Offer will be open for acceptance until 1.00 p.m. (London time) on the Closing Date.

If, on or after the date of this Offer, any dividend, distribution and/or other return of capital or value, is announced, declared, made or paid in respect of the Hummingbird Shares, Nioko reserves the right to reduce the consideration payable under the terms of the Offer for the Hummingbird Shares by the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this document to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. Any such exercise by Nioko of its rights shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Offer or the Offer. In such circumstances, Hummingbird Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

Hummingbird Shares will be acquired by Nioko pursuant to the Offer fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at completion of the Offer, including the right to receive and retain all dividends and distributions (if any) declared, made or paid following the Offer closing.

3.         BACKGROUND TO AND REASONS FOR THE OFFER

Rule 9 Waiver and the 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 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, the Hummingbird Board agreed that the principal amount of US$30 million which was outstanding under the New CIG Loan would, 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 Stage 1 Conversion was conditional, inter alia, on the approval by independent shareholders of the Rule 9 Waiver Resolution. As announced by Hummingbird on 23 December 2024, the Rule 9 Waiver condition was satisfied following the December General Meeting, and the Stage 1 Conversion completed on 24 December 2024, resulting in Nioko holding approximately 49.9 per cent. of Hummingbird's then issued share capital.

On 2 January 2025, Nioko informed Hummingbird that it wished to waive the other outstanding conditions under the Debt-to-Equity Conversion. As such, the Debt-to-Equity Conversion has now completed with the admission of the Ordinary Shares to Nioko under the Stage 2 Conversion (as defined below) occurring on 7 January 2025. As a result, Nioko now holds 1,202,312,639 Ordinary Shares, representing approximately 71.8 per cent. of Hummingbird's issued share capital as at the date of this document.

Nioko will continue to engage with the relevant regulatory authorities in the jurisdictions where the Hummingbird Group's assets are located in order to secure the formal approvals and to take those assets to the next stage of their development. Hummingbird also continues in negotiations with the Malian Government in respect of the application of the 2023 Mining Code, which are expected to result in additional near-term payment obligations.  Hummingbird Shareholders should be aware that the outcome of the discussions with regulatory authorities in respect of the change of control are uncertain, could take several months and could result in an adverse costs or impact in respect of the mining and exploration licences.

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

Approach to the Offer

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$140 million in debt (in addition to the US$30 million that 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 Shareholders face a potential zero equity value outcome without further Nioko investment and risk going into an administration process.

Delisting of Hummingbird

Nioko has informed Hummingbird that, once a sufficient level of acceptances under the Offer is reached such that Nioko would hold at least 75 per cent. of the Ordinary Shares of Hummingbird (including, for the avoidance of doubt, those Ordinary Shares already held by Nioko), it intends to seek the cancellation of the admission to trading on AIM of Hummingbird's Ordinary Shares (the Cancellation). There is no acceptance condition in respect of the Offer but Nioko currently holds 71.8 per cent. of Hummingbird's existing issued share capital. Following the proposed Cancellation, Hummingbird Shares would no longer remain tradeable on AIM and liquidity in, and marketability of, the Ordinary Shares will be more limited and holdings of Ordinary Shares could be difficult to value and to trade.

Please see paragraph 14 for further information on the proposed delisting process for Hummingbird.

Your attention is drawn to Part 2 (Letter from the Chairman of Hummingbird Resources plc) of this document which includes the unanimous recommendation of the Independent Hummingbird Directors and the reasons for their recommendation.

4.         INTENTIONS FOR THE HUMMINGBIRD GROUP

Strategic Plans for the Hummingbird Group

In the first 12 months following completion of the Offer, the CIG Parties intend to continue their due diligence on the Hummingbird Group and will conduct an in-depth assessment of the Hummingbird 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 Hummingbird Group, improve productivity and ensure that all spending decisions are thoroughly scrutinised and optimally structured (the Strategic Review). As mentioned above, the CIG Parties anticipate seeking to procure the Cancellation. It is the CIG Parties' view that stabilising Hummingbird's financial and operational situation will be achieved more easily as a private company.

Consistent with its approach to constructive, collaborative and respectful stakeholder relationships, Nioko (in co-operation with Hummingbird) has initiated 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 Hummingbird 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 Offer in accordance with any applicable employee information and consultation requirements, and the CIG Parties intend to reduce Hummingbird 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 Hummingbird 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 Hummingbird 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, they intend to make certain changes to the Hummingbird Board and the Hummingbird'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 on or around the date of Cancellation. At the same time, Dan Betts will cease to be Executive Chairman but is expected to remain with Hummingbird in a Non-Executive Chairman role, subject to terms to be agreed between Hummingbird and Dan Betts. It is anticipated that board changes will be implemented at the operating level of the various Hummingbird subsidiaries on or around the date of Cancellation.

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

Existing rights and pension schemes

The CIG Parties do not intend to make material changes to the existing contractual and statutory employment rights, including in relation to pension contributions, of existing Hummingbird employees and intend both to safeguard fully all such contractual and statutory rights in accordance with applicable laws, and pay any accrued but unpaid employee remuneration and benefits, and amounts that will become due on the change of control of the Company under pre-existing arrangements. The CIG Parties understand that in the UK the Hummingbird 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 Hummingbird Group instead makes separate contributions into employees' personal pension plans. The CIG Parties do not intend to make any changes to the Hummingbird Group's current employer pension contribution arrangements.

Operations and Fixed Assets

As part of the Strategic Review to be undertaken following completion of the Offer, the CIG Parties intend to determine how to maximise value and potential from the Hummingbird 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 Hummingbird 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 Hummingbird 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 as necessary as part of its Strategic Review and to determine if continuing with Pasofino's sale process is in the Hummingbird'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 Offer, the CIG Parties will consider how best to maximise value and potential from the Hummingbird Group's other assets.

No post-offer undertakings

None of the statements in this paragraph 4 is a "post-offer undertaking" for the purposes of Rule 19.5 of the Takeover Code.

In Part 2 (Letter from the Chairman of Hummingbird Resources plc) of this document, the Hummingbird Directors have given due consideration to Nioko's intentions for Hummingbird as set out above.

5.         INFORMATION ON NIOKO AND THE CIG PARTIES

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 Offer.

As at the Latest Practicable Date, Nioko holds 1,202,312,639 Ordinary Shares, representing approximately 71.8 per cent. of Hummingbird's existing issued share capital.

The Nioko directors, registered office and other incorporation information regarding Nioko is as follows:

Directors	Mr. Oumar Toguyeni Mr. Issaka Kanazoe Mr. Yacouba Saré
Address	Avenue de l'UEMOA, 2cmeetage of the building built on plot N°10 of lot 20 section 006 ZACA, 01 BP 2061 Ouagadougou 01, Burkina Faso
Place of Registration	Burkina Faso
Registered Number	BF OUA-01-2024-B15-04845

CIG

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 paragraph (a) (Banking Facility Arrangements with Coris Bank) of Part 4 of this document.

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 on 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.

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

Directors	Mr. Bolo SANOU Mr. Idrissa NASSA Mr. Talekaye ROMBA Mr. Diakarya OUATTARA Mr. Ablasse ILBOUDO
Address	Avenue de l'UEMOA, 2cmeetage of the building built on plot N°10 of lot 20 section 006 ZACA, 01 BP 2061 Ouagadougou 01, Burkina Faso
Place of Registration	Burkina Faso
Registered Number	BF OUA 2019 B 2606

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

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 Schoolà 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.

Ratings

Neither CIG nor Nioko is required to publish financial information and there is no financial information relating to CIG or Nioko that is publicly available. There are no current ratings or outlooks publicly accorded to CIG or Nioko by ratings agencies.

6.         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.

The following sets out financial information in respect of Hummingbird as required by Rule 24.3 of the Takeover Code. The documents referred to below (or parts thereof), the contents of which have previously been announced through a Regulatory Information Service, are incorporated by reference into this document pursuant to Rule 24.15 of the Takeover Code:

·          the interim results of Hummingbird for the six months ended 30 June 2024, available on Hummingbird's website at www.hummingbirdresources.co.uk;

·          the audited accounts of Hummingbird for the financial year ended 31 December 2023 set out on pages 118-195 of the 2023 Hummingbird Annual Report, available on Hummingbird's website at www.hummingbirdresources.co.uk;

·          the audited accounts of Hummingbird for the financial year ended 31 December 2022 set out on pages 100-168 of the 2022 Hummingbird Annual Report, available on Hummingbird's website at www.hummingbirdresources.co.uk;

The above documents are available, free of charge, in "read-only" format and can be printed from the web addresses detailed above. Further, Hummingbird will provide, without charge to each person to whom a copy of this document has been delivered, upon the oral or written request of such person pursuant to the instructions as set out in the section titled 'Publication on website and availability of hard copies' above, a hard copy of any or all of the documents which are incorporated by reference herein as soon as possible and in any event within two Business Days of the receipt of such request. Hard copies of any documents or information incorporated by reference into this document will not be provided unless such a request is made.

No Significant Change and Ratings

Save as disclosed in this document, the Previous Announcements, as announced by Hummingbird on 23 December 2024 in the "Operational and Financial Position Update", or 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 Hummingbird by ratings agencies.

7.         THE HUMMINGBIRD DIRECTORS

The names of the Hummingbird Directors and the details of their interests in Hummingbird Shares are set out in paragraphs 2 and 3 of Part A of Part 4 (Additional Information) of this document.

At the close of business on the Latest Practicable Date the Hummingbird Directors were interested in, in total, 15,377,902 Hummingbird Shares, amounting to 0.92 per cent. of the issued share capital of Hummingbird.

In common with the other participants in the Hummingbird Share Plans, Hummingbird Directors who hold awards and/or options will be able to receive Hummingbird Shares to the extent such awards vest and/or options become exercisable under their relevant terms in connection with the Offer.

Particulars of the service contracts and the letters of appointment of the Hummingbird Directors are set out in paragraph 6 of Part A of Part 4 (Additional Information) of this document. It is intended 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 shall each resign from his or her roles on or around the date of Cancellation. At the same time, Dan Betts will also resign as Executive Chairman at the same time but is expected to remain with Hummingbird in a Non-Executive Chairman role, subject to terms to be agreed between Dan Betts and Hummingbird. It is anticipated that board changes will be implemented at the operating level of the various Hummingbird subsidiaries on or around the date of Cancellation.

8.         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 0.92 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 Hummingbird;

(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 Hummingbird, 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 Hummingbird 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.

Further details of these irrevocable undertakings are set out in paragraph 4 of Part A of Part 4 (Additional Information) of this document.

9.         OFFER RELATED ARRANGEMENTS

For details of the offer-related arrangements, see paragraph 8 (Offer Related Arrangements) of Part 4 (Additional Information) of this document.

10.        HUMMINGBIRD SHARE PLANS

Hummingbird operates the Hummingbird Share Plans to reward and retain its employees.

Participants in the Hummingbird Share Plans will receive a separate communication explaining the effect of the Offer on their rights under the Hummingbird Share Plans (the Share Plan Proposals).

A summary of the effect of the Offer on the Hummingbird Share Plans is set out below. In the event of any conflict between the summary set out below and the rules of the relevant Hummingbird Share Plan and/or the Share Plan Proposals, the rules of the relevant Hummingbird Share Plan, or the terms of the relevant Share Plan Proposals (as the case may be) will prevail.

HIPPO 2016, HIPPO 2018 and HIPPO 2020 (HIPPOs)

All outstanding awards under the HIPPOs have vested prior to the date of publication of this document. Accordingly, no more than 6,521,268 Hummingbird Shares will be issued pursuant to the exercise of awards under the HIPPOs in connection with the Offer.

Hummingbird LTIP 2021

Awards under the Hummingbird LTIP 2021 take the form of time-based restricted share unit awards (RSU Awards) and performance-based awards linked to total shareholder return (TSR Awards).

All outstanding RSU Awards granted in 2021 vested on their ordinary terms before the publication of this document and any RSU Awards granted in 2022, 2023 and 2024 which have not yet vested will vest in full on 3 February 2025 in connection with the Offer. Accordingly, no more than 18,612,904 Hummingbird Shares will be issued pursuant to the exercise of the RSU Awards in connection with the Offer.

In respect of the outstanding TSR Awards which were granted in 2022, 2023 and 2024, the Hummingbird Remuneration Committee has determined that the performance conditions are unlikely to be met in connection with the Offer. Accordingly, the TSR Awards are not expected to vest in accordance with their terms.

Hummingbird Deferred Share Awards

All outstanding Hummingbird Deferred Share Awards granted in 2021, 2022 and 2023 vested on their ordinary terms before the publication of this document. All outstanding Hummingbird Deferred Share Awards granted in 2024 will vest in full on 3 February 2025. Accordingly, no more than 3,883,072 Hummingbird Shares will be issued under the Hummingbird Deferred Share Awards in connection with the Offer.

11.        FINANCING OF THE OFFER

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.

12.        CONDITIONS TO THE OFFER

The Offer is unconditional from the outset and acceptances under the Offer are final and binding with no rights of withdrawal save as otherwise agreed in writing between Nioko and any particular Hummingbird Shareholder or as otherwise permitted by Nioko (either generally or for any particular Hummingbird Shareholder).

The Offer will remain open for acceptances until Nioko confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of this Offer Document). Such notice will be given to Hummingbird Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk. The Offer will be open for acceptance until 1.00 p.m. (London time) on the Closing Date.

13.        ALTERNATIVE MEANS OF IMPLEMENTING THE OFFER

Nioko reserves the right to elect (with the consent of the Panel and the consent of Hummingbird) to implement the Offer by means of a Scheme as an alternative to the Offer. In such event, such Scheme would be implemented on substantially the same terms and conditions, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments to reflect the change in method of effecting the Offer.

14.        DELISTING AND SQUEEZE-OUT

If Nioko receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Hummingbird Shares to which the Offer relates, Nioko intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any Hummingbird 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.

Nioko has informed Hummingbird that, once a sufficient level of acceptances under the Offer is reached such that Nioko would hold at least 75 per cent. of the Ordinary Shares of Hummingbird (including, for the avoidance of doubt, those Ordinary Shares already held by Nioko), it intends to seek the Cancellation of the admission to trading on AIM of Hummingbird's Ordinary Shares and Nioko shall seek to re-register Hummingbird as a private limited company under the relevant provisions of the Companies Act. There is no acceptance condition in respect of the Offer but Nioko currently holds 71.8 per cent. of Hummingbird's existing issued share capital. Following the proposed Cancellation, Hummingbird Shares would no longer remain tradeable on AIM and liquidity in, and marketability of, the Ordinary Shares will be more limited and holdings of Ordinary Shares could be difficult to value and to trade.

It is anticipated that, subject to any applicable requirements of the London Stock Exchange, Cancellation of admission to trading of Hummingbird Shares on AIM shall take effect no earlier than the date that is 20 business days (in accordance with the AIM Rules) after the date on which Nioko has announced that it has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Hummingbird Shares (including, for the avoidance of doubt, those Ordinary Shares already held by Nioko).

Nioko shall notify Hummingbird Shareholders when the required 75 per cent. voting rights threshold has been attained and confirm that the notice period has commenced and the anticipated date of Cancellation.

Such Cancellation of admission to trading on AIM of Hummingbird Shares and the re-registration of Hummingbird as a private limited company shall significantly reduce the liquidity and marketability of any Hummingbird Shares not acquired pursuant to the Offer at that time and their value may be affected as a consequence. Any remaining Hummingbird Shareholders (unless their Hummingbird Shares are acquired by Nioko pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act) would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Hummingbird Shares. There can be no certainty that Hummingbird would pay any further dividends or other distributions or that such minority Hummingbird Shareholders would again be offered an opportunity to sell their Hummingbird Shares on terms which are equivalent to or no less advantageous than those under the Offer.

15.        PROCEDURE FOR ACCEPTANCE OF THE OFFER

Hummingbird Shareholders who hold their Hummingbird Shares in certificated form should read this paragraph in conjunction with the Form of Acceptance and Part B and Part C of Part 3 (Further terms of the Offer and Acceptances) of this document. Hummingbird Shareholders who hold their shares in uncertificated form (that is, through CREST) should read this paragraph in conjunction with Part B and Part C of Part 3 (Further terms of the Offer and Acceptances) of this document. The instructions on the Form of Acceptance are deemed to form part of the terms of the Offer.

The Offer will remain open for acceptances until Nioko confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of this Offer Document). Such notice will be given to Hummingbird Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk. The Offer will be open for acceptance until 1.00 p.m. (London time) on the Closing Date.

If you have any questions about this document or the accompanying documents, or are in any doubt as to how to complete the Form of Acceptance (if you hold Hummingbird Shares in certificated form) or as to how to make an Electronic Acceptance (if you hold Hummingbird Shares in uncertificated form), or wish to obtain an additional Form of Acceptance, please contact the Shareholder Helpline. The Shareholder Helpline is operated by Link Group on Tel: [phone] from the UK and [phone] from overseas. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 and 17:30, Monday to Friday excluding public holidays in England and Wales, or by email at [e-mail]. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. 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.

15.1      Hummingbird Shares held in certificated form

(A)        Completion of the Form of Acceptance

Your Form of Acceptance accompanies this document.

You may also obtain additional Forms of Acceptance, by contacting the Shareholder Helpline operated by Link Group on Tel: [phone] from the UK and [phone] from overseas. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 and 17:30, Monday to Friday excluding public holidays in England and Wales, or by email at [e-mail]. The Receiving Agent will send you a Form of Acceptance within 10 Business Days, and you will be instructed to return the Form of Acceptance in accordance with the instructions set out below and on the Form of Acceptance.

To accept the Offer in respect of Hummingbird Shares held in certificated form (that is, not in CREST), you must complete the Form of Acceptance in accordance with the instructions set out below and on the Form of Acceptance. The instructions printed on the Form of Acceptance are deemed to form part of the terms of the Offer. You should complete a separate Form of Acceptance for Hummingbird Shares held in certificated form but under different designations. If you have any queries as to how to complete the Form of Acceptance, please contact the Shareholder Helpline. The Shareholder Helpline is operated by Link Group on Tel: [phone] from the UK and [phone] from overseas. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 and 17:30, Monday to Friday excluding public holidays in England and Wales, or by email at [e-mail]. Please note that the Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Additional Forms of Acceptance are available from the Receiving Agent upon request.

(i)         To accept the Offer in respect of all your Hummingbird Shares in certificated form - you must insert in Box 1 the total number of Hummingbird Shares in respect of which you wish to accept the Offer and sign Box 2A or 2B, as applicable, of the enclosed Form of Acceptance. In the case of joint holders, all joint holders must sign Box 2A. In all cases, if you are an individual, you must sign Box 2A on the Form of Acceptance in the presence of a witness who should also sign in accordance with the instructions printed on it. Any Hummingbird Shareholder which is a company should execute Box 2B on the Form of Acceptance in accordance with the instructions printed on it. If you do not insert a number in Box 1 of the Form of Acceptance, or if you insert in Box 1 a number which is greater than the number of Hummingbird Shares that you hold and you have signed in Box 2A or Box 2B, your acceptance will be deemed to be in respect of all the certificated Hummingbird Shares held by you.

(ii)         To accept the Offer in respect of less than all your Hummingbird Shares in certificated form - you must insert in Box 1 on the enclosed Form of Acceptance such lesser number of Hummingbird Shares in respect of which you wish to accept the Offer in accordance with the instructions printed thereon. You should then follow the procedure set out in paragraph (i) above in respect of such lesser number of Hummingbird Shares.

(B)        Return of the Form of Acceptance

To accept the Offer in respect of Hummingbird Shares held in certificated form, the completed, signed and (if applicable) witnessed Form of Acceptance should be returned by post to the Receiving Agent, Link Group, Corporate Actions, at Central Square, 29 Wellington Street, Leeds LS1 4DL together (subject to paragraph 15.1(C) below) with the relevant share certificate(s) and/or other document(s) of title, as soon as possible and, in any event, so as to be received not later than 1.00 p.m. on the Closing Date. A reply-paid envelope for use in the United Kingdom only is enclosed for your convenience. It is recommended to allow four Business Days for delivery. No acknowledgement of receipt of documents will be given.

Any Form of Acceptance received electronically in respect of Hummingbird Shares held in certificated form will be rejected as an invalid acceptance of the Offer.

Any Form of Acceptance received in an envelope post-marked in a Restricted Jurisdiction or otherwise appearing to Nioko or its agents to have been sent from any of these jurisdictions may be rejected as an invalid acceptance of the Offer. The attention of Hummingbird Shareholders holding Hummingbird Shares and who are citizens or residents of jurisdictions outside the United Kingdom is drawn to paragraph 7 of Part C of Part 3 (Further terms of the Offer and Acceptances) of this document.

(C)        Share certificates not readily available or lost

If your Hummingbird Shares are in certificated form, a completed, signed and witnessed Form of Acceptance should be accompanied by the relevant share certificate(s) and/or other document(s) of title. If for any reason the relevant share certificate(s) and/or other document(s) of title is/are not readily available or is/are lost, you should nevertheless complete, sign and lodge the Form of Acceptance as stated above so as to be received by the Receiving Agent by post to Link Group, Corporate Actions, at Central Square, 29 Wellington Street, Leeds LS1 4DL, not later than 1.00 p.m. on the Closing Date. You should send with the Form of Acceptance any share certificate(s) and/or other document(s) of title which you may have available, accompanied by a letter stating that the remaining documents will follow as soon as possible or that you have lost one or more of your share certificate(s) and/or other document(s) of title. You should then arrange for the relevant share certificate(s) and/or other document(s) of title to be forwarded as soon as possible thereafter but in any event so as to arrive by no later than 1.00 p.m. on the Closing Date. It is recommended to allow four Business Days for delivery.

If you have lost your share certificate(s) and/or other document(s) of title, and you hold 1,000,000 or fewer Hummingbird Shares, please tick Box 1A at the time of submission of the Form of Acceptance, by accepting the Offer and signing Box 2A or 2B on the Form of Acceptance you confirm your agreement to the Declaration and Undertaking for Lost Share Certificate(s) shown in Note 6 on page 1 of the Form of Acceptance. You do not need to provide a separate letter of indemnity for the lost share certificate(s) and/or other document(s) of title.

If you have lost your share certificate(s) and/or other document(s) of title and hold more than 1,000,000 Hummingbird Shares at the time of submission of the Form of Acceptance, you should separately write as soon as possible to the Receiving Agent, Link Group Corporate Actions, at Central Square, 29 Wellington Street, Leeds LS1 4DL, requesting a letter of indemnity for the lost share certificate(s) and/or other document(s) of title. When completed in accordance with the instructions given, you should return the letter of indemnity by post to the Receiving Agent, Link Group, Corporate Actions, at Central Square, 29 Wellington Street, Leeds LS1 4DL, so as to arrive by no later than 1.00 p.m. on the Closing Date. It is recommended to allow four Business Days for delivery.

If, following the submission of a Form of Acceptance and prior to the Closing Date, you acquire further Hummingbird Shares which bring your total holding of Hummingbird Shares in certificated form to more than 1,000,000, but you have not provided a letter of indemnity relating to your lost share certificate(s) and/or other document(s) of title, your Form of Acceptance may be rejected.

(D)        Validity of Acceptances

Without prejudice to Part B and Part C of Part 3 (Further terms of the Offer and Acceptances) of this document, subject to the provisions of the Takeover Code, Nioko reserves the right to treat as valid in whole or in part any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. In that event, subject to the provisions of the Takeover Code, no payment of the Cash Consideration under the Offer will be made until after the relevant share certificate(s) and/or other document(s) of title or indemnities reasonably satisfactory to Nioko have been received.

15.2      Hummingbird Shares held in uncertificated form (that is, in CREST)

(A)        General

If your Hummingbird Shares are in uncertificated form, to accept the Offer you should take (or procure the taking of) the action set out below to transfer the Hummingbird Shares in respect of which you wish to accept the Offer to the appropriate escrow balance(s), specifying the Receiving Agent (in its capacity as a CREST participant under the Receiving Agent's participant ID referred to below) as the escrow agent, as soon as possible and in any event so that the TTE instruction settles not later than 1.00 p.m. on the Closing Date. Note that settlement cannot take place on weekends or public holidays (or other times at which the CREST system is non-operational). You should therefore ensure you time the input of any TTE instructions accordingly.

The input and settlement of a TTE instruction in accordance with this paragraph 15.2(A) will (subject to satisfying the requirements set out in Part B and Part C of Part 3 (Further terms of the Offer and Acceptances) of this document) constitute an acceptance of the Offer in respect of the number of Hummingbird Shares so transferred to escrow.

If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE instruction(s) to Euroclear in relation to your Hummingbird Shares.

After settlement of a TTE instruction, you will not be able to access the Hummingbird Shares concerned in CREST for any transaction or charging purposes. The Receiving Agent will transfer the Hummingbird Shares concerned in accordance with paragraph (d) of Part C of Part 3 (Further terms of the Offer and Acceptances) of this document.

You are recommended to refer to the CREST Manual for further information on the CREST procedure outlined below.

You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE instruction relating to your Hummingbird Shares to settle prior to 1.00 p.m. on the Closing Date. In this connection, you are referred in particular to those sections of the CREST Manual concerning the practical limitations of the CREST system and timings.

The latest time for receipt of an Electronic Acceptance through CREST will be 1.00 p.m. (London time) on the Closing Date. The latest time and date by which the Offer can be accepted will be 1.00 p.m. (London time) on the Closing Date. A separate announcement will be made in due course confirming the timetable and the relevant deadline for accepting the Offer, including on CREST. The Offer will remain open for acceptances until Nioko confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of this Offer Document). Such notice will be given to Hummingbird Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk.

(B)        To accept the Offer

To accept the Offer in respect of Hummingbird Shares held in uncertificated form, you should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) to Euroclear a TTE instruction in relation to such shares. A TTE instruction to Euroclear must be properly authenticated in accordance with Euroclear's specifications for transfers to escrow and must contain the following details (being an Electronic Acceptance):

(i)         the number of Hummingbird Shares in respect of which you wish to accept the Offer (i.e. the number of Hummingbird Shares to be transferred to escrow);

(ii)         your member account ID;

(iii)        your participant ID;

(iv)        the participant ID of the escrow agent, Link Group, in its capacity as a CREST receiving agent, being RA10;

(v)        the member account ID(s) of the escrow agent, Link Group, in its capacity as a CREST receiving agent, being NIOHUM01;

(vi)        the ISIN of the relevant Hummingbird Shares (this is "GB00B60BWY28");

(vii)       the intended settlement date. This should be as soon as possible and, in any event, not later than 1.00 p.m. on the Closing Date;

(viii)      the corporate action number for the transaction; this is allocated by Euroclear and can be found by viewing the relevant corporate action details on screen in CREST;

(ix)        CREST standard delivery instructions priority of 80; and

(x)        a contact name and telephone number (inserted in the shared note field).

(C)        Validity of Acceptances

Holders of Hummingbird Shares in uncertificated form who wish to accept the Offer should note that a TTE instruction will only be a valid acceptance of that Offer as at the relevant closing date if it has settled at or before 1.00 p.m. on that date. A Form of Acceptance which is received in respect of Hummingbird Shares held in uncertificated form may be treated as an invalid acceptance and may be disregarded.

Without prejudice to Part B and Part C of Part 3 (Further terms of the Offer and Acceptances) of this document, subject to the provisions of the Takeover Code, Nioko reserves the right to treat as valid in whole or in part any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant TTE instruction. In that event, subject to the provisions of the Takeover Code, no payment of the Cash Consideration under the Offer will be made until after the relevant TTE instruction reasonably satisfactory to Nioko has been received.

Nioko will make an appropriate announcement if any of the details contained in this paragraph 15.2 alter for any reason.

(D)        Overseas Shareholders

The attention of Hummingbird Shareholders holding Hummingbird Shares in uncertificated form and who are citizens or residents of jurisdictions outside the United Kingdom is drawn to paragraph 7 of Part C, paragraph (b) of Part C of Part 3 (Further terms of the Offer and Acceptances) and Part B of Part 4 (Additional Information) of this document.

(E)        General

Normal CREST procedures (including timings) apply in relation to any Hummingbird Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Offer (whether any such conversion arises as a result of a transfer of Hummingbird Shares or otherwise). Holders of Hummingbird Shares who are proposing so to convert any such shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the shares as a result of the conversion to take all necessary steps in connection with an acceptance of the Offer (in particular, as regards delivery of share certificate(s) and/or other document(s) of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on the Closing Date.

16.        SETTLEMENT

Settlement of the consideration to which any Hummingbird Shareholder is entitled under the Offer will be effected (other than in respect of Hummingbird Shares acquired pursuant to the Hummingbird Share Plans, in respect of which settlement with the relevant Hummingbird Shareholders will be effected through payroll or such other method as may be determined by Hummingbird or Nioko) within 14 days of the later of (i) 3 February (if they have validly accepted before such date) and (ii) the date of receipt of an acceptance complete in all respects after such date.

Payment of the Cash Consideration

16.1      Where Hummingbird Shares are held in uncertificated form (that is, in CREST)

Where a valid acceptance relates to Hummingbird Shares in uncertificated form, the payment of Cash Consideration to which the accepting Hummingbird Shareholder is entitled shall be effected through CREST by Nioko instructing (or procuring the instruction of) Euroclear to create a CREST assured payment obligation in accordance with the CREST assured payment arrangements in favour of the appropriate CREST account through which the relevant Hummingbird Shareholder holds such uncertificated Hummingbird Shares in respect of the Cash Consideration due to that Hummingbird Shareholder.

The instruction by (or on behalf of) Nioko to create an assured payment arrangement shall be a complete discharge of Nioko's obligations under the Offer with reference to payments through CREST.

The CREST payment obligations set out above will be created: (i) in the case of valid acceptances received, complete in all respects, by 3 February 2025, within 14 days of such date; and (ii) in the case of acceptances received, complete in all respects, after such date but while the Offer remains open for acceptance, within 14 days of such receipt, and each applicable holding of Hummingbird Shares credited to any stock account in CREST in respect of which Cash Consideration has been paid will be disabled and all applicable Hummingbird Shares in respect of which Cash Consideration has been paid will be removed from CREST in due course thereafter.

Nioko reserves the right to pay Cash Consideration to all or any relevant CREST shareholders by cheque if for any reason it wishes to do so.

16.2      Where Hummingbird Shares are held in certificated form

Where a valid acceptance relates to Hummingbird Shares in certificated form, settlement of the Cash Consideration shall be despatched by cheque or by such other method as may be approved by the Panel. Your attention is drawn in particular to paragraphs 15.1(C) and 15.1(D) above which set out the steps to be taken if your Form of Acceptance is not accompanied by the relevant share certificate(s) and/or other document(s) of title and the consequences thereof.

Subject to the above, all deliveries of cheques required to be made pursuant to the Offer shall be effected by posting them, (i) in the case of valid acceptances received, complete in all respects, by 3 February 2025, within 14 days of such date; and (ii) in the case of acceptances received, complete in all respects, after such date but while the Offer remains open for acceptance, within 14 days of such receipt, by first class post or by such other method as may be approved by the Panel, addressed to the persons entitled to them at their respective addresses as appearing in the Register at the Closing Date (or, in the case of joint holders, at the address of that one of the joint holders whose name stands first in the Register in respect of such joint holding at such time) and neither Hummingbird nor Nioko (nor any of their respective nominees or agents) shall be responsible for any loss or delay in the transmission of cheques sent in this way.

All Cash Consideration due to Hummingbird Shareholders shall be paid in sterling and, in the case of a cheque, drawn on a UK clearing bank.

All cheques shall be made payable to the Hummingbird Shareholder(s) (except that, in the case of joint holders, Nioko reserves the right to make cheques payable to the joint holder whose name stands first in the Register in respect of such joint holding at the Closing Date) and the encashment of any such cheque shall be a complete discharge by Nioko for the obligation to pay the monies represented thereby.

Payment terms

Cheques will not be mailed to any Hummingbird Shareholder who holds their Hummingbird Shares in certificated form where Hummingbird and/or the Receiving Agent has identified a verification issue with the information provided for that Hummingbird Shareholder or any underlying beneficial holders, where the information is required for the purpose of payment of the relevant consideration to the Hummingbird Shareholder, which needs to be addressed before payment of the relevant consideration to such Hummingbird Shareholder can be made. In these circumstances, the Receiving Agent will, hold the relevant consideration for such Hummingbird Shareholders and engage with each of them to verify their identity and payment details before payment of such consideration is made to them.

In addition, and without prejudice to the foregoing, no electronic payment shall be made to any Hummingbird Shareholder where Hummingbird and/or the Receiving Agent has been unable to validate the electronic payment details to the satisfaction of Hummingbird and/or the Receiving Agent. The Receiving Agent shall also have the power to withhold any consideration payable to any Hummingbird Shareholder where either Hummingbird and/or the Receiving Agent believes that there is a verification issue with the information provided for that Hummingbird Shareholder or any underlying beneficial holders, where the information is required for the purpose of payment of the relevant consideration to the Hummingbird Shareholder.

16.3      General

All documents and remittances sent to Hummingbird Shareholders will be sent at the risk of the person(s) entitled thereto.

Except with the consent of the Panel, settlement of the consideration to which any accepting Hummingbird Shareholder is entitled under the Offer will be implemented in full in accordance with the terms of the Offer free of any lien, right of set-off, counterclaim or other analogous right to which any person may otherwise be, or claim to be, entitled against such Hummingbird Shareholder, and will be effected in the manner described in this document.

17.        OVERSEAS SHAREHOLDERS

Overseas Shareholders should refer to Part B of Part 4 (Additional Information) of this document which contains important information relevant to such Overseas Shareholders.

The implications of the Offer for Overseas Shareholders may be affected by the laws of their relevant jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each Overseas Shareholder to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Offer, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. If you remain in doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for shares in any jurisdiction in which such offer or solicitation is unlawful.

This document and the accompanying Form of Acceptance have been prepared for the purposes of complying with English law, the applicable requirements of the Companies Act, the Takeover Code, the Panel, the FCA and the London Stock Exchange and applicable securities law and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any other jurisdiction.

18.        UNITED KINGDOM TAXATION

A summary of relevant UK taxation, which is intended as a general guide only, is set out in Part C of Part 4 (Additional Information) of this document. If you are in any doubt as to your tax position, or you are subject to taxation in a jurisdiction other than the United Kingdom, you are strongly advised to consult an appropriate independent professional adviser.

19.        FURTHER INFORMATION

The terms and conditions of the Offer are set out in Part C (Further terms of the Offer and Acceptances) of this document. Your attention is drawn in particular to the letter from the Chair of Hummingbird set out in Part 2 (Letter from the Chairman of Hummingbird) of this document, and the further information contained in this document and, if your Hummingbird Shares held in certificated form, to the accompanying Form of Acceptance which should be read in conjunction with this document.

20.        ACTION TO BE TAKEN

To accept the Offer:

(a)        If your Hummingbird Shares are in uncertificated form (that is, in CREST), you should NOT return the Form of Acceptance but instead ensure that an Electronic Acceptance is made by you or on your behalf and that settlement is no later than 1.00 p.m. on the Closing Date.

(b)        If your Hummingbird Shares are in certificated form, the Form of Acceptance must be completed, signed and returned as soon as possible (together with your share certificate(s) and/or other document(s) of title), and in any event so as to be received by the Receiving Agent to Link Group, Corporate Actions, at Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom no later than 1.00 p.m. on the Closing Date.

The Offer will remain open for acceptances until Nioko confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of this Offer Document). Such notice will be given to Hummingbird Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk.

If you have any questions relating to acceptance of the Offer, please contact the Shareholder Helpline operated by Link Group on Tel: [phone] from the UK and [phone] from overseas. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 and 17:30, Monday to Friday excluding public holidays in England and Wales, or by email at [e-mail]. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Yours faithfully

Nioko Resources Corporation

PART 2
LETTER FROM THE CHAIR OF HUMMINGBIRD RESOURCES PLC

Directors:                                                                                                                       Registered Office:

Dan Betts (Executive Chairman) Geoff Eyre (Interim Chief Executive Officer) Thomas Hill (Finance Director) Stephen Betts (Non-Executive Director) David Straker-Smith (Non-Executive Director) Attie Roux (Non-Executive Director) Ernie Nutter (Non-Executive Director) Oumar Toguyeni (Non- Executive Director)

49-63 Spencer Street Hockley Birmingham West Midlands B18 6DE

Incorporated in England and Wales with registration number 05467327

13 January 2025

To the holders of Hummingbird Shares and, for information only, to holders of awards and/or options under the Hummingbird Share Plans and persons with information rights

Dear Hummingbird Shareholder,

Unconditional Recommended Cash Offer for Hummingbird Resources plc ("Hummingbird" or the "Company") by Nioko Resources Corporation ("Nioko")

1.         INTRODUCTION

On 16 December 2024, the board of directors of each of Nioko and Hummingbird announced in the Rule 2.7 Announcement that they had reached agreement on the terms of a recommended cash offer pursuant to which Nioko would acquire the entire issued and to be issued share capital of Hummingbird not already owned, or agreed to be acquired, by Nioko. The Offer is to be effected by means of a takeover offer for the purposes of Part 28 of the Companies Act.

I am writing to you today, on behalf of the Hummingbird Directors to set out the background to the Offer, the reasons why the Independent Hummingbird Directors unanimously consider the terms of the Offer to be fair and reasonable, and why the Independent Hummingbird Directors are unanimously recommending that Hummingbird Shareholders accept or procure the acceptance of the Offer (as the Hummingbird Directors who hold Hummingbird Shares have irrevocably undertaken to do in respect of their own beneficial holdings, as set out in paragraph 6 of this letter below).

The formal Offer, together with details of the procedure for acceptance, is contained in the letter from Nioko, which is set out in Part 1 (Letter from Nioko) of this document.

2.         THE OFFER

Nioko is offering to acquire, subject to the further terms set out in Part C (Further terms of the Offer and Acceptances) of this document and, in respect of Hummingbird Shares held in certificated form, the accompanying Form of Acceptance, all Hummingbird Shares on the following basis:

for each Hummingbird 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 £13,434,987.

Other terms

As detailed in the Rule 2.7 Announcement, the Offer was to be subject to the satisfaction of a number of conditions including, among other things, the passing of the Rule 9 Waiver Resolution, the Regulatory Approvals, no Insolvency Event occurring in respect of the Hummingbird Group and no cancellation/loss of any Core Mining Licence (each condition as defined in the Rule 2.7 Announcement) (the Original Conditions). The Rule 9 Waiver condition has now been satisfied following the passing of the Rule 9 Waiver Resolution at the Hummingbird's general meeting on 23 December 2024, as announced by Hummingbird on 23 December 2024. 

On 2 January 2025, Nioko informed Hummingbird that it wished to waive the other outstanding conditions under the Debt-to-Equity Conversion. As such, the Debt-to-Equity Conversion has now completed with the admission of the Ordinary Shares to Nioko under the Stage 2 Conversion (as defined below) occurring on 7 January. As a result, Nioko now holds 1,202,312,639 Ordinary Shares, representing approximately 71.8 per cent. of Hummingbird's existing issued share capital. Nioko is making the required applications in respect of the Regulatory Approvals (as defined in the announcement by Hummingbird on 5 December 2024) relating to the change of control of Hummingbird.  Whilst the formal responses to such applications remain outstanding, Nioko believes that the best interests of Hummingbird's stakeholders would be served by proceeding with the Offer of control in order the stabilise the Hummingbird Group's operations, accelerate the process of securing additional external financing and work towards putting the Hummingbird Group on a sustainable footing.  This approach will also enable the Hummingbird Group to extend its existing debt facilities and secure the additional funding required, in order to alleviate the Hummingbird Group's immediate financial pressures as it moves to restructure its operations.

Nioko have indicated that they will continue to engage with the relevant regulatory authorities in the jurisdictions where the Hummingbird Group's assets are located in order to secure the formal approvals and to take those assets to the next stage of their development. Hummingbird also continues in negotiations with the Malian Government in respect of the application of the 2023 Mining Code, which are expected to result in additional near-term payment obligations.  Hummingbird Shareholders should be aware that the outcome of the discussions with regulatory authorities in respect of the change of control are uncertain and could result in an adverse costs or impact in respect of the mining and exploration licences.

Given the waiver of the Original Conditions, this Offer is unconditional from the outset and acceptances under the Offer will be final and binding with no rights of withdrawal save as otherwise agreed in writing between Nioko and any particular Hummingbird Shareholder or as otherwise permitted by Nioko (either generally or for any particular Hummingbird Shareholder). There is no acceptance condition in respect of the Offer. The Offer will remain open for acceptances until Nioko confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of this Offer Document). Such notice will be given to Hummingbird Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk. The Offer will be open for acceptance until 1.00 p.m. (London time) on the Closing Date.

If, on or after the date of this Offer, any dividend, distribution and/or other return of capital or value, is announced, declared, made or paid in respect of the Hummingbird Shares, Nioko reserves the right to reduce the consideration payable under the terms of the Offer for the Hummingbird Shares by the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this document to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. Any such exercise by Nioko of its rights shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Offer or the Offer. In such circumstances, Hummingbird Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

Hummingbird Shares will be acquired by Nioko pursuant to the Offer fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at completion of the Offer, including the right to receive and retain all dividends and distributions (if any) declared, made or paid following the Offer closing.

3.         INDEPENDENT HUMMINGBIRD DIRECTORS' VIEWS ON THE TERMS OF THE OFFER AND NIOKO'S INTENTIONS FOR HUMMINGBIRD

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 Hummingbird Shareholders to realise some cash sum for their holding now, which may not otherwise be available.

Your attention is also drawn to the statement of Nioko's intentions for the Hummingbird Group on completion of the Offer as set out in paragraph 4 of Part 1 (Letter from Nioko) of this document. The Independent Directors have considered the CIG Parties' intentions in respect of the ongoing strategy and operation of Hummingbird, 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 Hummingbird Shareholders as a whole.

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 Hummingbird Directors or the decision to recommend the Offer as set out above. 

4.         BACKGROUND TO AND REASONS FOR THE RECOMMENDATION

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. An independent technical, operational and financial review has confirmed the urgent need for new equity funding to address this 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$140 million in debt. 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.

Despite the provision of approximately US$35.6 million by Coris Bank under the terms of a new loan agreement refinancing part of the current Coris debt with SMK which was repayable on 31 December 2024 and is now repayable on 31 December 2025, Hummingbird will be unable to continue trading as a going concern without further external funding being provided. The Offer represents an opportunity for Hummingbird Shareholders to realise some cash sum for their holding now, which may not otherwise be available, should the Company go into an administration process.

Independent Hummingbird Directors' Conclusion and Recommendation

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 Hummingbird Shareholders to realise some cash sum for their holding now, which may not otherwise be available. Your attention is also drawn to the statement of Nioko's intentions for the Hummingbird Group on completion of the Offer as set out in paragraph 6 of Part 1 (Letter from Nioko) of this document. The Independent Hummingbird Directors have considered the CIG Parties' intentions in respect of the ongoing strategy and operation of Hummingbird, 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 Hummingbird Directors consider the terms of the Offer to be in the best interests of Hummingbird Shareholders as a whole and is recommending unanimously the Offer to Hummingbird Shareholders.

5.         HUMMINGBIRD CURRENT TRADING AND PROSPECTS

Hummingbird currently operates two gold mines: the Yanfolila Gold Mine in Mali and the Kouroussa Gold Mine in Guinea. Through Q4-2024 Hummingbird produced a total of 28,441 oz of gold from both mines, resulting in full-year production of 97,539 oz, subject to final assays and reconciliations, below its revised production guidance of 100,000-115,000 oz. All-In Sustaining Cost (AISC) is expected to be provided at a later date once consolidated, however Hummingbird expect this to be at or above the $2,100/oz revised guidance, due to operational and cost challenges.

At the Yanfolila Mine in Mali, Q4-2024 production amounted to 10,648 oz, with FY-2024 production reaching 53,703 oz. Yanfolila has experienced challenges due to declining grades and aging infrastructure. Investments in fleet replacement, exploration, and extending the mine's life are required to improve operational performance.

At the Kouroussa Mine in Guinea, Q4-2024 production was 17,794 oz, with full-year production of 43,835 oz. Kouroussa achieved commercial production in November 2024, but operational performance has been affected by lower-than-expected mill feed grades and other challenges. Efforts are ongoing to address mining practices, processing performance, and infrastructure to optimise the mine's output.

Additionally, Hummingbird also 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 outlined key economic parameters. A commission (the Commission), comprising of Malian Government advisors and representatives, was also established to negotiate certain aspects of existing mining agreements and to clarify 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), have been engaging 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. These discussions are progressing, and Hummingbird expects to finalise an agreement in due course, which is highly likely to lead to near-term payment obligations.

As announced by Hummingbird on 31 December 2024, Hummingbird have agreed a new loan agreement with the CIG Parties which refinanced part of the current Coris debt with SMK for the amount of approximately US$35.6 million with a new repayment date of 31 December 2025.

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 Hummingbird Group, as of 30 November 2024, had in excess of US$153.6 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, as announced on 31 December 2024, the CIG Parties agreed to extend existing debt arrangements with the Hummingbird Group until 31 December 2025 to enable Hummingbird to continue trading as a going concern.

Nioko has informed Hummingbird that, following completion of the Offer, it will seek to procure the Cancellation of the admission to trading of Hummingbird's Ordinary Shares on AIM as it believes that Hummingbird's financial and operational situation could be stabilised more easily as a private company. Nioko have also indicated that they will explore securing additional debt and equity funding for Hummingbird to put it on a more sustainable long-term footing.

Save as disclosed in this document or the Previous Announcements, or as announced by Hummingbird 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 Hummingbird by ratings agencies.

Financial information relating to the Hummingbird Group is set out in paragraph 6 of Part 1 (Letter from Nioko) and Part 4 (Additional Information) of this document.

6.         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 0.92 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 Hummingbird;

(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 Hummingbird, 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 Hummingbird 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.

Further details of these irrevocable undertakings are set out in paragraph 4 of Part A of Part 4 (Additional Information) of this document.

7.         CANCELLATION OF TRADING OF HUMMINGBIRD SHARES AND COMPULSORY OFFER

Your attention is drawn to paragraph 14 of the letter from Nioko in Part 1 (Letter from Nioko) of this document in relation to Nioko's intentions with regard to the delisting of, and Cancellation of trading in, Hummingbird Shares from the London Stock Exchange, and the possible compulsory Offer of Hummingbird Shares by Nioko. Following the proposed Cancellation, Hummingbird Shares would no longer remain tradeable on AIM and liquidity in, and marketability of, the Ordinary Shares will be more limited and holdings of Ordinary Shares could be difficult to value and to trade.

8.         HUMMINGBIRD BOARD CHANGES

Your attention is drawn to the information in this document, and in particular Nioko's intention for the employees and management of Hummingbird as set out in paragraph 4 of the letter from Nioko in Part 1 (Letter from Nioko) of this document.

9.         UNITED KINGDOM TAXATION

A summary of relevant UK taxation, which is intended as a general guide only, is set out in Part C of Part 4 (Additional Information) of this document. If you are in any doubt as to your tax position, or you are subject to taxation in any jurisdiction other than the United Kingdom, you are strongly advised to consult an appropriate independent professional adviser.

10.        ACTION TO BE TAKEN

Your attention is drawn to the information in this document, and in particular the letter from Nioko in Part 1 (Letter from Nioko) of this document, and the accompanying Form of Acceptance. The procedure for acceptance of the Offer is set out in paragraph 20 of Part 1 (Letter from Nioko) of this document and, if you hold your shares in certificated form, in the Form of Acceptance.

Your decision as to whether to accept the Offer will depend upon your individual circumstances. If you are in any doubt as to the action you should take, you should seek your own independent financial advice.

If you wish to accept the Offer in respect of Hummingbird Shares held in uncertificated form (that is, shares held in CREST) your acceptance should be made electronically through CREST by following the procedure set out in paragraph 15.2 of Part 1 (Letter from Nioko) of this document, so that the TTE instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on the Closing Date.

If you wish to accept the Offer in respect of Hummingbird Shares held in certificated form, you should complete, sign and return the Form of Acceptance in accordance with the instructions printed on it and set out in paragraph 15.1 of Part 1 (Letter from Nioko) of this document, together with any appropriate document(s) of title, so as to be received by post to the Receiving Agent, Link Group, Corporate Actions, at Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and in any event so as to be received by no later than 1.00 p.m. (London time) on the Closing Date. A reply-paid envelope for use in the United Kingdom only is enclosed for your convenience. It is recommended to allow four Business Days for delivery.

11.        OVERSEAS SHAREHOLDERS

The attention of Overseas Shareholders is drawn to paragraph 17 of Part 1 (Letter from Nioko), paragraph 6 of Part A of Part 3 (Further terms of the Offer and Acceptances) and Part B of Part 4 (Additional Information) of this document, and to the relevant provisions of the Form of Acceptance, which they should read before taking any action.

12.        FURTHER INFORMATION

Please note that the information contained in this letter is not a substitute for reading the remainder of this document.

The attention of Hummingbird Shareholders is drawn to the letter from Nioko set out in Part 1 (Letter from Nioko) of this document. Your attention is also drawn to the further information contained in this document and, in particular, to the further terms in Part 3 (Further terms of the Offer and Acceptances), the information on Nioko and the Hummingbird Group in Part 4 (Additional Information) (including the information on United Kingdom taxation in Part C of Part 4 (Additional Information)) of this document.

13.        RECOMMENDATION

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 Hummingbird 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 Hummingbird Shareholders as a whole and accordingly unanimously recommend that Hummingbird Shareholders accept or procure acceptance of the Offer. Stifel and Strand Hanson are providing independent financial advice to the Hummingbird Directors for the purposes of Rule 3 of the Takeover Code.

For the reasons set out above, the Independent Hummingbird Directors recommend unanimously that Hummingbird Shareholders accept or procure acceptance of the Offer, as the Hummingbird Directors who hold Hummingbird Shares have irrevocably undertaken to do so in respect of their own beneficial holdings totalling in aggregate 15,377,902 Hummingbird Shares, representing approximately 0.92 per cent. of the issued share capital of Hummingbird as at the Latest Practicable Date.

Yours faithfully

Dan Betts
Executive Chairman

PART 3
FURTHER TERMS OF THE OFFER AND ACCEPTANCES

Part A
FURTHER TERMS OF THE OFFER

The following further terms apply to the Offer, unless the contrary is expressed or the context requires otherwise.

Unless the context requires otherwise, any reference in this Part A to Part 3 (Further terms of the Offer and Acceptances) and in the Form of Acceptance:

(a)        to "acceptances of the Offer" includes deemed acceptances of the Offer;

(b)        to "acting in concert with Nioko" means any such person acting or deemed to be acting in concert with Nioko for the purposes of the Takeover Code and the Offer;

(c)        to "as may be required by the Takeover Code" includes as may be required by the Panel;

(d)        to the "Offer" includes any revision, variation, renewal or extension of the Offer and includes any election available in connection with the Offer; and

(e)        to a "material official authorisation or regulatory clearance" shall be to that term as referred to in the Takeover Code.

1.         Offer timetable and acceptance period

(a)        The Offer will be open for acceptance until 1.00 p.m. (London time) on the Closing Date. The Offer is unconditional from the outset and acceptances under the Offer are final and binding with no rights of withdrawal save as otherwise agreed in writing between Nioko and any particular Hummingbird Shareholder or as otherwise permitted by Nioko (either generally or for any particular Hummingbird Shareholder). The Offer will remain open for acceptances until Nioko confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of this Offer Document). Such notice will be given to Hummingbird Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on Hummingbird's website at www.hummingbirdresources.co.uk. The Offer will be open for acceptance until 1.00 p.m. (London time) on the Closing Date.

(b)        If a competitive situation (as determined by the Panel) arises or further develops after Nioko has made a "no increase" statement (as referred to in the Takeover Code), in relation to the Offer, Nioko may, if it specifically reserved the right to do so at the time such statement was made (or otherwise with the consent of the Panel) choose not to be bound by the terms of and set aside that statement, and revise the Offer, provided that Nioko complies with the requirements of the Takeover Code and, in particular, it announces that the statement is set aside and that it is free to revise the Offer as soon as possible (and in any event within four Business Days of the firm announcement of the competing offer or other competitive situation).

(c)        If, as a result of a Takeover Code matter remaining outstanding on the Closing Date, Nioko may, with the consent of the Panel, extend the latest time at which the Offer may close pending the final determination of that outstanding Takeover Code matter.

(d)        The Offer will remain open for acceptance for not less than 21 days from the date of this document. Nioko will give not less than 14 days' notice to those Hummingbird Shareholders who have not accepted the Offer (and to persons with information rights) of the Closing Date.

2.         Announcements

(a)        Except with the Panel's consent, Nioko shall, during the Offer Period, make an announcement by 8.00 a.m. on the Business Day following any amendment to the Closing Date (or such other time(s) or date(s) as the Panel may require or consent to).

(b)        In this Part A (Further terms of the Offer and Acceptances), references to the making of an announcement or the giving of notice by or on behalf of Nioko include the release of an announcement to the press and/or the transmission by whatever means of an announcement to a Regulatory Information Service.

(c)        Unless otherwise consented to by the Panel: (i) an announcement made otherwise than to a Regulatory Information Service shall be notified simultaneously to a Regulatory Information Service; and (ii) an announcement which is published at a time when the relevant Regulatory Information Service is not open for business shall be distributed to not less than two newswire services operating in the United Kingdom and submitted for publication as soon as the relevant Regulatory Information Service re-opens.

(d)        A copy of any announcement made by Nioko in accordance with this paragraph 2 of this Part A will be available, subject to certain restrictions relating to persons outside the United Kingdom, for inspection on Hummingbird's website at www.hummingbirdresources.co.uk promptly after the making of such announcement and in any event by no later than 12.00 p.m. (London time) on the Business Day following the announcement.

(e)        Without limiting the manner in which Nioko may choose to make any public statement and subject to Nioko's obligations under applicable law and regulation and paragraph 2(d) of this Part A, Nioko will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to a Regulatory Information Service.

3.         Rights of withdrawal

As the Offer is unconditional from the outset, acceptances under the Offer are final and binding with no rights of withdrawal save as otherwise agreed in writing between Nioko and any particular Hummingbird Shareholder or as otherwise permitted by Nioko (either generally or for any particular Hummingbird Shareholder).

4.         Revisions of the Offer

(a)        Although no revision of the Offer is envisaged, if the Offer (in its original or any previously revised form(s)) is revised (either in its terms and conditions or in the value or nature of the consideration offered or otherwise) and such revision represents on the date on which it is announced an improvement or no diminution in the value of the revised Offer compared with the consideration or terms previously offered or in the overall value received and/or retained by an Hummingbird Shareholder (under the Offer or otherwise) the benefit of the revised Offer will, subject to paragraphs 4(c), 4(d) and 7, of this Part A, be made available to any Hummingbird Shareholder who has accepted the Offer in its original or any previously revised form(s) (Previous Acceptor). The acceptance of the Offer by or on behalf of a Previous Acceptor in its original or any previously revised form(s) shall, subject as provided in paragraphs 4(c), 4(d) and 7 of this Part A, be treated as an acceptance of the Offer as so revised and shall also constitute the irrevocable and separate appointment of Nioko, the Receiving Agent, Hannam & Partners and SCP Resource and each of their directors as such Previous Acceptor's attorney and/or agent with authority:

(i)         to accept any such revised Offer on behalf of such Previous Acceptor;

(ii)         if such revised Offer includes alternative forms of consideration, to make on behalf of such Previous Acceptor such elections for and/or accept such alternative forms of consideration in the proportions such attorney and/or agent in their absolute discretion thinks fit; and

(iii)        to execute on behalf of and in the name of such Previous Acceptor all such further documents (if any) and to do all such further things (if any) as may be required to give effect to such acceptances and/or elections.

In making any such election and/or acceptance, such attorney and/or agent shall be able to take into account the nature of any previous acceptances made by or on behalf of the Previous Acceptor and such other facts or matters as the attorney and/or agent may reasonably consider relevant. The attorney and/or agent shall not be liable to any Hummingbird Shareholder or any other person in making such election and/or acceptance or in making any determination in respect thereof.

(b)        Subject to paragraphs 4(c) and 4(d) of this Part A, the powers of attorney and authorities conferred by this paragraph 4 of this Part A, and any acceptance of a revised Offer and/or any election pursuant thereto shall be irrevocable.

(c)        The deemed acceptance referred to in paragraph 4(a) of this Part A shall not apply, and the authorities conferred by that paragraph shall not be exercised, to the extent that a Previous Acceptor:

(i)         in respect of Hummingbird Shares in certificated form, lodges with the Receiving Agent Link Group, Corporate Actions, at Central Square, 29 Wellington Street, Leeds LS1 4DL, within 14 days of the posting of the document containing the revised offer, a Form of Acceptance (or other form validly issued by or on behalf of Nioko) in which the Previous Acceptor validly elects to receive the consideration receivable by them under such revised Offer in some other manner than that set out in their original or any previous acceptance; or

(ii)         in respect of Hummingbird Shares in uncertificated form, sends (or, if a CREST sponsored member, procures that their CREST sponsor sends) an ESA instruction to settle in CREST in relation to each Electronic Acceptance in respect of which an election is to be varied. Each ESA instruction must, in order for it to be valid and settle, include the following details:

·           the number of Hummingbird Shares in respect of which the changed election is made, together with their ISIN number (this is " GB00B60BWY28");

·           the member account ID of the Previous Acceptor, together with their participant ID;

·           the member account ID(s) of the escrow agent, Link Group, in its capacity as a CREST receiving agent, being NIOHUM01;

·           the Receiving Agent's participant ID, being RA10;

·           the CREST transaction ID of the Electronic Acceptance in respect of which the election is to be changed to be inserted at the beginning of the shared note field;

·           the intended settlement date for the changed election;

·           the corporate action number for the Offer allocated by Euroclear which can be found by viewing the relevant corporate action details in CREST,

and, in order that the desired change of election can be effected, must include:

·           the member account ID of the Receiving Agent relevant to the new election; and

·           input with a standard delivery instruction priority of 80.

Any such change of election will be conditional upon the Receiving Agent verifying that the request is validly made. Accordingly the Receiving Agent will on behalf of Nioko reject or accept the requested change of election by transmitting in CREST a Receiving Agent reject (AEAD) or Receiving Agent accept (AEAN) message as appropriate.

(d)        The deemed acceptance referred to in paragraph 4(a) of this Part A shall not apply, and the authorities conferred by that paragraph shall not be exercised if, as a result thereof, the Previous Acceptor would thereby receive and/or retain (as appropriate) less in aggregate in consideration under the revised Offer than they would have received and/or retained (as appropriate) in aggregate as a result of acceptance of the Offer in the form in which it was previously accepted by them or on their behalf (unless the Previous Acceptor has previously agreed in writing to receive and/or retain (as appropriate) less in aggregate consideration). The authorities conferred by paragraph 4(a) of this Part A shall not be exercised in respect of any election available under the revised Offer save in accordance with this paragraph 4(d).

(e)        Nioko and the Receiving Agent reserve the right to treat an executed Form of Acceptance, Electronic Acceptance or TTE instruction (in respect of the Offer in its original or any previously revised form(s)) which is received (or dated) on or after the announcement of any revised Offer as a valid acceptance of the revised Offer and/or, where applicable, a valid election for or acceptance of any of the alternative forms of consideration made available pursuant thereto. Such acceptances shall constitute an authority in the terms of paragraph 4(a) of this Part A, mutatis mutandis, on behalf of the relevant Hummingbird Shareholder.

(f)         Nioko may (with the consent of the Panel) extend or revise the Offer provided it complies with the requirements of the Takeover Code.

5.         Acceptances and purchases

(a)        It is intended that the Offer will be implemented by way of a takeover offer for the purposes of Chapter 3 of Part 28 of the Companies Act. However, Nioko reserves the right to elect, with the consent of the Panel and the consent of Hummingbird, to implement the Offer by way of a Court-sanctioned Scheme in accordance with Part 26 of the Companies Act. If the Offer is implemented by way of a Scheme, such Scheme will be implemented on the same terms, so far as applicable, as those that would apply to the Offer, subject to appropriate amendments to reflect the change in method of effecting the Offer, including (without limitation and subject to the consent of the Panel) such amendments as may be required by law or regulation. In particular: the Closing Date may cease to apply (and Nioko may, in accordance with the Takeover Code, specify a new closing date by which the Scheme must become effective and specific dates by which the Meetings and the Sanction Hearing must be held); and instead the Scheme would become effective and binding following:

(i)         its approval by a majority in number representing 75 per cent. or more in value of the relevant Hummingbird Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting;

(ii)         the Resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting; and

(iii)        the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to Nioko) and the delivery of a copy of the Scheme Court Order to the Registrar of Companies.

(b)        In addition, if the Offer is implemented by way of a Scheme, the Scheme will be subject to the terms set out in Part A of this Part 3 (Further terms of the Offer and Acceptances).

(c)        Hummingbird Shares will be acquired by Nioko pursuant to the Offer fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at completion of the Offer, including the right to receive and retain all dividends and distributions (if any) declared, made or paid following the Closing Date.

(d)        If, on or after the date of this Offer, any dividend, distribution or other return of value is declared, paid or made or becomes payable by Hummingbird in respect of the Hummingbird Shares, Nioko reserves the right to reduce the Cash Consideration payable under the terms of the Offer for the Hummingbird Shares by an amount up to the amount of such dividend, distribution or return of value. If (but only to the extent) Nioko exercises that right to make such a reduction in respect of a dividend, distribution or return of value, Hummingbird Shareholders will be entitled to receive and retain such dividend, distribution or return of value and references in this document to the Cash Consideration payable under the terms of the Offer will be deemed to be references to the Cash Consideration as so reduced. If and to the extent that any such dividend or distribution or return of value has been announced or declared, made or paid or is payable (i) transferred pursuant to the Offer on a basis which entitles Nioko to receive the dividend or distribution and to retain it; or (ii) cancelled before payment, the Cash Consideration payable under the terms of the Offer shall not be subject to change in accordance with this paragraph (d). Any exercise by Nioko of its rights referred to in this paragraph (d) shall not be regarded as constituting any revision or variation of the Offer.

(e)        Except with the consent of the Panel, settlement of the consideration to which any accepting Hummingbird Shareholder is entitled under the Offer will be implemented in full in accordance with the terms of the Offer free of any lien, right of set-off, counterclaim or other analogous right to which any person may otherwise be, or claim to be, entitled against such Hummingbird Shareholder, and will be effected in the manner described in this document.

(f)         The Offer is made on 13 January 2025 and is capable of acceptance from that date. Copies of this document, a specimen Form of Acceptance, and any related documents are available (subject to certain restrictions relating to persons outside the United Kingdom) for inspection on Hummingbird's website at www.hummingbirdresources.co.uk and from the Receiving Agent at the address set out in paragraph 4(c)(i) of this Part A.

(g)        In respect of Hummingbird Shares in certificated form, the terms, provisions, instructions and authorities contained in or deemed to be incorporated in the Form of Acceptance constitute part of the terms of the Offer. The provisions of this Part A (Further terms of the Offer and Acceptances) shall be deemed to be incorporated in and form part of each Form of Acceptance. Words and expressions defined in this document have the same meanings when used in the Form of Acceptance, unless the context otherwise requires.

(h)        The Offer, all acceptances of it and all elections pursuant to it, the Form of Acceptance and Electronic Acceptances, all contracts made pursuant to the Offer, all action taken or made or deemed to be taken or made pursuant to any of these terms and the relationship between an Hummingbird Shareholder and Nioko, Stifel, Strand Hanson, Hannam & Partners and SCP Resource or the Receiving Agent shall be governed by and interpreted in accordance with English law.

(i)         Subject to paragraph 5(j) of this Part A, the Courts of England have exclusive jurisdiction to decide any dispute which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by the Offer and the Form of Acceptance or the Electronic Acceptance or otherwise arising in connection with the Offer and the Form of Acceptance or the Electronic Acceptance. The execution of a Form of Acceptance or making of an Electronic Acceptance by or on behalf of a Hummingbird Shareholder constitutes such Hummingbird Shareholder's irrevocable submission to the jurisdiction of the Courts of England.

(j)         The agreement in paragraph 5(i) of this Part A is included for the benefit of Nioko, Hannam & Partners, SCP Resource and the Receiving Agent and accordingly, Nioko, Hannam & Partners, SCP Resource and the Receiving Agent shall each retain the right to, and may in its absolute discretion, bring proceedings in the courts of any other country which may have jurisdiction. The execution of a Form of Acceptance or making of an Electronic Acceptance by or on behalf of a Hummingbird Shareholder constitutes such Hummingbird Shareholder's irrevocable submission to the jurisdiction of the courts of any such country.

(k)        Any omission or failure to despatch this document or (where relevant) the Form of Acceptance or any other document relating to the Offer or any notice required to be despatched under the terms of the Offer to, or any failure to receive the same by, any person to whom the Offer is made, or should be made, shall not invalidate the Offer in any way or create any implication that the Offer has not been made to any such person. Subject to paragraph 6 of this Part A, the Offer extends to any such person and to all Hummingbird Shareholders to whom this document, (where relevant) the Form of Acceptance and any related documents may not be despatched and who may not receive such documents, and such persons may (subject to certain restrictions relating to persons outside the United Kingdom) collect copies of those documents from the Receiving Agent at the address set out in paragraph 4(c)(i) of this Part A or inspect this document on Hummingbird's website at www.hummingbirdresources.co.uk while the Offer remains open for acceptances.

(l)         All powers of attorney, appointments as agent and authorities on the terms conferred by or referred to in this Part A (Further terms of the Offer and Acceptances) or (where relevant) in the Form of Acceptance are given by way of security for the performance of the obligations of the Hummingbird Shareholder concerned and are irrevocable (in respect of powers of attorney in accordance with Section 4 of the Powers of Attorney Act 1971).

(m)       Without prejudice to any other provisions of this Part A and subject to the requirements of the Takeover Code, Nioko, Hannam & Partners, SCP Resource and the Receiving Agent reserve the right to treat acceptances of the Offer as valid (in whole or in part) if not entirely in order or not accompanied by the relevant TTE instruction or (as applicable) relevant share certificate(s) and/or other document(s) of title or if received by or on behalf of any of them at any place or places or in any manner determined by any of them or otherwise than as set out in this document or, in respect of Hummingbird Shares held in certificated form, in the Form of Acceptance. In that event, subject to the provisions of the Takeover Code, no settlement of consideration of the Offer will be made until after the acceptance is entirely in order and (as applicable) the relevant transfer to escrow has settled or the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to Nioko have been received by the Receiving Agent.

(n)        All communications, notices, certificates, document(s) of title and remittances to be delivered by or sent to or from any Hummingbird Shareholders will be delivered by or sent to or from them (or their designated agents) at their risk. No acknowledgement of receipt of any Form of Acceptance, transfer by means of CREST, communication, notice, share certificate(s) and/or other document(s) of title will be given by or on behalf of Nioko.

(o)        If Nioko receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in value of the Hummingbird Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by those shares, Nioko intends to exercise its rights in accordance with Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Hummingbird Shares on the same terms as the Offer.

(p)        If Nioko receives acceptances under the Offer in respect of, and/or otherwise acquires, 75 per cent. or more of the voting rights carried by the Hummingbird Shares (including, for the avoidance of doubt, those Ordinary Shares already held by Nioko) or the appropriate special resolutions are otherwise passed, and subject to any applicable requirements of the London Stock Exchange, it is intended that Nioko will procure that Hummingbird makes applications to cancel the listing of Hummingbird Shares and cancel trading in Hummingbird Shares on AIM and to re-register Hummingbird as a private limited company. A notice period of not less than 20 business days (in accordance with the AIM Rules) before the Cancellation will commence on the date on which Nioko has announced that it has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Hummingbird Shares (including, for the avoidance of doubt, those Ordinary Shares already held by Nioko).

(q)        Any reference in this Part A (Further terms of the Offer and Acceptances) to any law or regulation of any jurisdiction includes: (i) any subordinate legislation or regulation made under it; (ii) any law or regulation which it has amended, supplemented or replaced; and (iii) any law or regulation amending, supplementing or replacing it (whether before or after the date of this document).

(r)         In relation to any acceptance of the Offer in respect of a holding of Hummingbird Shares which are in uncertificated form, Nioko reserves the right to make such alterations, additions or modifications to the terms of the Offer as may be necessary or desirable to give effect to any purported acceptance of the Offer, whether in order to comply with the facilities or requirements of CREST or otherwise, provided such alterations, additions or modifications are consistent with the requirements of the Takeover Code or are otherwise made with the Panel's consent.

(s)        For the purposes of this document, the time of receipt of a TTE instruction, an ESA instruction or an Electronic Acceptance shall be the time at which the relevant instruction settles in CREST.

(t)         Neither Nioko, nor any person acting on behalf of Nioko, shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of acceptances of the Offer or otherwise in connection therewith.

(u)        The Offer is subject to applicable requirements of the FCA, the London Stock Exchange, the AIM Rules and the Takeover Code. In the event of any conflict or inconsistency between the terms and Conditions of the Offer and the Takeover Code, the provisions of the Takeover Code shall prevail, and Nioko reserves the right to (and shall if required by the Panel) make such alterations, additions or modifications to the terms and Conditions of the Offer so that any such conflict or inconsistency is removed.

(v)        Any question as to the validity (including time of receipt) of any acceptance of the Offer and any question as to, or the acceptance of, any words or markings on a Form of Acceptance will be determined by Nioko, whose determination (save as the Panel otherwise determines) will be final and binding. None of Nioko, Hannam & Partners, SCP Resource, the Receiving Agent or any other person will be under any duty to give notification of any defect or irregularity in any purported acceptance of the Offer or will incur any liability for failure to do so or for any determination under this paragraph 5(v) of this Part A.

6.         Overseas Shareholders

(a)        The making and availability of the Offer outside the United Kingdom and/or to Overseas Shareholders (or to nominees, custodians or trustees of such persons) may be prohibited or affected by the laws of the relevant jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements. No person receiving a copy of this document and/or a Form of Acceptance in any jurisdiction other than the United Kingdom may treat the same as constituting an invitation or offer to them, nor should they in any event use such Form of Acceptance if, in the relevant jurisdiction, such invitation or offer cannot lawfully be made to them or such Form of Acceptance cannot lawfully be used without contravention of any relevant or other legal requirements. In such circumstances, this document and/or the Form of Acceptance are sent for information only. It is the responsibility of such Overseas Shareholder receiving a copy of this document and/or the Form of Acceptance and wishing to accept the Offer to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Offer, including obtaining any governmental, exchange control or other consents which may be required, or compliance with other necessary formalities needing to be observed and payment of any issue, transfer or other taxes or duties due in such jurisdiction. Any such Overseas Shareholder will be responsible for any such issue, transfer or other taxes or other payments by whomsoever payable and Nioko, Hannam & Partners and SCP Resource  (and any person acting on behalf of either of them) shall be fully indemnified and held harmless by such Overseas Shareholder for any such issue, transfer or other taxes or duties as Nioko or Hannam & Partners and SCP Resource  (and any person acting on behalf of either of them) may be required to pay.

If you are an Overseas Shareholder and you are in doubt about your position, you should consult your independent professional adviser in the relevant jurisdiction.

(b)        In particular, unless otherwise determined by Nioko or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and the Offer may not be made directly or indirectly, in or into, or by the use of any means (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use or means. Accordingly, copies of this document and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction.

Persons receiving such documents (including without limitation, custodians, trustees and nominees) must not mail or otherwise forward, distribute or send them, directly or indirectly, in, into or from any Restricted Jurisdiction or use Restricted Jurisdiction mails or any such means for any purpose, directly or indirectly, in connection with the Offer. Doing so may invalidate any purported acceptance of the Offer. Persons wishing to accept the Offer must not use such mails or any such means, directly or indirectly, for any purpose, directly or indirectly, related to acceptance of the Offer.

Envelopes containing a Form of Acceptance, evidence of title or any other document relating to the Offer should not be postmarked in a Restricted Jurisdiction or otherwise despatched from a Restricted Jurisdiction and all accepting Hummingbird Shareholders must provide addresses outside a Restricted Jurisdiction for the remittance of consideration or for the return of the Form of Acceptance, share certificates and/or other document(s) of title.

(c)        A Hummingbird Shareholder may be deemed not to have validly accepted the Offer if:

(i)         such Hummingbird Shareholder puts "NO" in Box 5 of the Form of Acceptance and thereby does not give the representations and warranties set out in paragraph (b) of Part C of this Part 3 (Further terms of the Offer and Acceptances), having inserted in or having completed Box 4 of the Form of Acceptance with a registered address in a Restricted Jurisdiction, such Hummingbird Shareholder does not insert in Box 4 of the Form of Acceptance the name and address of a person or agent outside a Restricted Jurisdiction to whom such Hummingbird Shareholder wishes the consideration to which they are entitled under the Offer and/or any documents to be sent;

(ii)         such Hummingbird Shareholder inserts in Box 4 of the Form of Acceptance the name and address of a person or agent in a Restricted Jurisdiction to whom such Hummingbird Shareholder wishes the consideration to which they are entitled under the Offer and/or any documents to be sent;

(iii)        in any case, the Form of Acceptance is received in an envelope postmarked in, or which otherwise appears to Nioko or its agent to have been sent from, a Restricted Jurisdiction;

(iv)        such Hummingbird Shareholder inserts in the Form of Acceptance a telephone number in a Restricted Jurisdiction; or

(v)        such Hummingbird Shareholder makes a Restricted Escrow Transfer (as defined in paragraph 6(g)(i) of this Part A) pursuant to paragraph 6(g) of this Part A unless they also make a related Restricted ESA instruction (as defined in paragraph 6(g)(ii) of this Part A) which is accepted by the Receiving Agent.

Nioko reserves the right, in its sole discretion, to investigate, in relation to any acceptance, whether the representations and warranties set out in paragraph (b) of Part C of this Part 3 (Further terms of the Offer and Acceptances),) could have been truthfully given by the relevant Hummingbird Shareholder and, if such investigation is made and, as a result, Nioko cannot satisfy itself that such representation and warranty was true and correct, the acceptance shall not be valid.

(d)        If, in connection with the making of the Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this document, the Form of Acceptance or any related offering documents, in, into or from a Restricted Jurisdiction or uses any means (including without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction in connection with such forwarding, such person should:

(i)         inform the recipient of such fact;

(ii)         explain to the recipient that such action may invalidate any purported acceptance by the recipient; and

(iii)        draw the attention of the recipient to this paragraph 6 of this Part A.

(e)        Any acceptance of the Offer by Hummingbird Shareholders who are unable to give the representations and warranties set out in paragraph (b) of Part B of this Part 3 (Further terms of the Offer and Acceptances) or (as the case may be) paragraph (b) of Part C of this Part 3 (Further terms of the Offer and Acceptances) is liable to be disregarded.

(f)         Nioko reserves the right, in its absolute discretion, to treat any acceptance as invalid if it believes that such acceptance may violate applicable legal or regulatory requirements.

(g)        If an Hummingbird Shareholder holding Hummingbird Shares in uncertificated form cannot give the representations and warranties set out in paragraph (b) of Part C of this Part 3 (Further terms of the Offer and Acceptances), but nevertheless can provide evidence satisfactory to Nioko that they can accept the Offer in compliance with all relevant legal and regulatory requirements, such Hummingbird Shareholder may only purport to accept the Offer by sending (or if a CREST sponsored member, procuring that their CREST sponsor sends) both:

(i)         a TTE instruction to a designated escrow balance detailed below (a "Restricted Escrow Transfer"); and

(ii)         one or more valid ESA instructions (a "Restricted ESA instruction") which specify the form of consideration which such Hummingbird Shareholder wishes to receive (consistent with the alternatives offered under the Offer).

Such purported acceptance will not be treated as a valid acceptance unless both the Restricted Escrow Transfer and the Restricted ESA instruction(s) settle in CREST and Nioko decides, in its absolute discretion, to exercise its right described in paragraph 7(h) of this Part A to waive, vary or modify the terms of the Offer relating to Overseas Shareholders, to the extent required to permit such acceptance to be made, in each case during the period for which the Offer is open for acceptance. If Nioko accordingly decides to permit such acceptance to be made, the Receiving Agent will, on behalf of Nioko, accept the purported acceptance as an Electronic Acceptance on the terms of this document (as so waived, varied or modified) by transmitting in CREST a Receiving Agent accept (AEAN) message. Otherwise, the Receiving Agent will, on behalf of Nioko, reject the purported acceptance by transmitting in CREST a Receiving Agent reject (AEAD) message. Each Restricted Escrow Transfer must, in order for it to be valid and settle, include the following details:

·          the ISIN number for the Hummingbird Shares (this is "GB00B60BWY28");

·          the number of Hummingbird Shares in uncertificated form in respect of which you wish to accept the Offer (i.e. the number of Hummingbird Shares to be transferred to escrow);

·          the member account ID and participant ID of the accepting Hummingbird Shareholder;

·          the participant ID of the Receiving Agent specific to a Restricted Escrow Transfer, being RA10;

·          the member account ID of the Receiving Agent for the Offer, being RESTRICT;

·          the intended settlement date. This should be as soon as possible and, in any event, not later than 1.00 p.m. (London time) on the Closing Date;

·          the corporate action reference of the Offer. This is allocated by Euroclear and will be available on screen from Euroclear;

·          input with a standard delivery instruction priority of 80; and

·          a contact name and telephone number in the shared note field.

Each Restricted ESA instruction must, in order for it to be valid and settle, include the following details:

·          the ISIN number for the Hummingbird Shares (this is "GB00B60BWY28");

·          the number of Hummingbird Shares relevant to that Restricted ESA instruction;

·          the member account ID and participant ID of the accepting Hummingbird Shareholder;

·          the member account ID and participant ID of the Receiving Agent set out in the Restricted Escrow Transfer;

·          the participant ID (being RA10) and the member account ID (being RESTRICT) of the Receiving Agent relevant to the form of consideration required;

·          the CREST transaction ID of the Restricted Escrow Transfer to which the Restricted ESA instruction relates to be inserted at the beginning of the shared note field;

·          the intended settlement date. This should be as soon as possible and in any event not later than 1.00 p.m. (London time) on the Closing Date;

·          the corporate action reference of the Offer. This is allocated by Euroclear and will be available on screen from Euroclear;

·          input with a standard delivery instruction priority of 80; and

·          the contact name and telephone number inserted in the shared note field.

(h)        These provisions and any other terms of the Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Hummingbird Shareholders or on a general basis by Nioko in its absolute discretion. Subject thereto, the provisions of this paragraph 6 of this Part A supersede any terms of the Offer inconsistent with them. References in this paragraph 6 of this Part A to an Hummingbird Shareholder include references to the person or persons executing a Form of Acceptance and, if more than one person executes the Form of Acceptance, the provisions of this paragraph 6 of this Part A shall apply to them jointly and severally.

(i)         Nioko reserves the right to notify any matter, including the making of the Offer, to all or any Hummingbird Shareholders:

(i)         with a registered address outside the United Kingdom; or

(ii)         whom Nioko knows to be a custodian, trustee or nominee holding Hummingbird Shares for persons who are citizens, residents or nationals of jurisdictions outside the United Kingdom,

by announcement in the United Kingdom through a Regulatory Information Service or in any other appropriate manner or by notice in the London Gazette or paid advertisement in one or more newspapers published and circulated in the United Kingdom. Such notice shall be deemed to have been sufficiently given, despite any failure by any such Hummingbird Shareholder to receive or see that notice.

(j)         A reference in this document to a notice or the provision of information in writing by or on behalf of Nioko is to be construed accordingly. No such document shall be sent to an address in a Restricted Jurisdiction.

Part B
FORM OF ACCEPTANCE

This Part B applies only to Hummingbird Shares held in certificated form. If you hold all of your Hummingbird Shares in uncertificated form, you should ignore this Part B and instead read Part C of this PART 3 (Further terms of the Offer and Acceptances).

For the purposes of Part B of this PART 3 (Further terms of the Offer and Acceptances) and the Form of Acceptance, the phrase "Hummingbird Shares in certificated form comprised in the acceptance" shall mean the number of Hummingbird Shares inserted in Box 1 of the Form of Acceptance or, if no number is inserted (or a number greater than the relevant Hummingbird Shareholder's holding of Hummingbird Shares), the greater of:

·           the relevant Hummingbird Shareholder's entire holding of Hummingbird Shares in certificated form as disclosed by details of the Register made available to the Receiving Agent prior to the time the relevant Form of Acceptance is processed by them;

·           the relevant Hummingbird Shareholder's entire holding of Hummingbird Shares in certificated form as disclosed by details of the Register made available to the Receiving Agent prior to the latest time for receipt of Form(s) of Acceptance on the Closing Date; and

·           the number of Hummingbird Shares in certificated form in respect of which certificates or an indemnity in lieu thereof is received.

Each Hummingbird Shareholder by whom, or on whose behalf, a Form of Acceptance is executed and delivered to the Receiving Agent irrevocably undertakes, represents, warrants and agrees to and with Nioko, Hannam & Partners, SCP Resource and the Receiving Agent (so as to bind such Hummingbird Shareholder and such Hummingbird Shareholder's personal or legal representatives, heirs, successors and assigns) to the following effect:

(a)        that the execution of the Form of Acceptance (whether or not any Boxes are completed and whether or not the Form of Acceptance is validly executed as a deed) shall constitute:

(i)         an acceptance of the Offer in respect of the number of Hummingbird Shares in certificated form inserted or deemed to be inserted in Box 1 of the Form of Acceptance; and

(ii)         an undertaking to execute any further documents, take any further action and give any further assurances which may be required to enable Nioko to obtain the full benefit of this Part B of this Part 3 (Further terms of the Offer and Acceptances) and/or to perfect any of the authorities expressed to be given hereunder and otherwise in connection with such Hummingbird Shareholder's acceptance of the Offer,

in each case on and subject to the terms and conditions set out or referred to in this document and in the Form of Acceptance and that each such acceptance shall be irrevocable provided that if:

(A)        Box 1 or any other Box is not completed; or

(B)        the total number of Hummingbird Shares inserted in Box 1 is greater than the relevant Hummingbird Shareholder's holding of Hummingbird Shares; or

(C)        the acceptance is otherwise completed incorrectly or the number included is illegible,

but the Form of Acceptance is signed, it will be deemed to be an acceptance of the Offer in respect of all of the Hummingbird Shares in certificated form comprised in the acceptance;

(b)        unless "NO" is put in Box 5 of the Form of Acceptance, that such Hummingbird Shareholder:

(i)         has not, directly or indirectly, received or sent copies or originals of this document, the Form of Acceptance or any related offering documents in, into or from a Restricted Jurisdiction;

(ii)         has not, in connection with the Offer or the execution or delivery of the Form of Acceptance, used, directly or indirectly, any means (including, without limitation, facsimile transmission email, telephone, internet or otherwise) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction;

(iii)        is accepting the Offer from outside any Restricted Jurisdiction and was outside such jurisdictions when the Form of Acceptance was executed, mailed, sent or delivered;

(iv)        is not an agent or fiduciary acting on a non-discretionary basis for a principal, unless such agent or fiduciary is an authorised employee of such principal or such principal has given all instructions with respect to the Offer from outside a Restricted Jurisdiction; and

(v)        if an Overseas Shareholder, has observed the laws of the relevant jurisdiction in connection with the Offer, obtained all requisite governmental, exchange control and other required consents, complied with all necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and has not taken or omitted to take any action that will or may result in Nioko, Hannam & Partners and SCP Resource or any other person acting on behalf of them being in breach of the legal or regulatory requirements of, or be liable for any issue, transfer or other taxes or duties or other payments in, any such jurisdiction in connection with the Offer or such Hummingbird Shareholder's acceptance thereof;

(c)        that, in relation to Hummingbird Shares in certificated form, the execution of the Form of Acceptance and its delivery to the Receiving Agent constitutes the irrevocable and separate appointment of each of Nioko, Hannam & Partners, SCP Resource and any director of, or any person authorised by, any of them as such shareholder's attorney and/or agent (the "attorney") and an irrevocable instruction and authorisation to the attorney to:

(i)         complete and execute all or any form(s) of transfer and/or other document(s) at the discretion of the attorney in relation to the Hummingbird Shares in certificated form comprised in the acceptance in favour of Nioko or such other person or persons as Nioko or its agent may direct in connection with the acceptance of the Offer;

(ii)         deliver such form(s) of transfer, renunciation and/or other document(s) in the attorney's discretion and/or the certificate(s) and/or other document(s) of title relating to such Hummingbird Shares for registration within six months of the Closing Date; and

(iii)        execute all such other documents and do all such other acts and things as may, in the attorney's opinion, be necessary or expedient for the purpose of, or in connection with, the acceptance of the Offer and to vest in Nioko (or its nominee) the Hummingbird Shares in certificated form comprised in the acceptance;

(d)        that, in relation to Hummingbird Shares in certificated form, the execution of the Form of Acceptance and its delivery to the Receiving Agent constitutes an irrevocable authority and request, subject to the provisions of paragraph 7 of Part A of this Part 3 (Further terms of the Offer and Acceptances):

(i)         to Hummingbird and/or its agents to procure the registration of the transfer of the Hummingbird Shares in certificated form comprised in the acceptance and the delivery of the share certificate(s) and/or other document(s) of title, or satisfactory indemnities, in respect of the Hummingbird Shares to Nioko or as it may direct; and

(ii)         to Nioko, Hannam & Partners, SCP Resource and the Receiving Agent or their respective agents to procure the despatch by post (or by such other method as the Panel may approve) of the cheque for the Cash Consideration to which an accepting Hummingbird Shareholder is entitled to under the Offer, at the risk of such shareholder, to the person or agent whose name and address is set out in Box 3 or Box 4 of the Form of Acceptance (outside a Restricted Jurisdiction), or if none is set out, to the first-named or sole holder at such holder's registered address (outside a Restricted Jurisdiction);

(e)        that the execution of the Form of Acceptance and its delivery to the Receiving Agent constitutes the giving of a separate authority to each of Nioko, Hannam & Partners, SCP Resource and the Receiving Agent and any director or agent of, or any person authorised by, any of them as their agent and/or attorney within the terms set out in paragraph 4 of Part A of this Part 3 (Further terms of the Offer and Acceptances) in respect of the Hummingbird Shares in certificated form comprised in the acceptance;

(f)         that, unless the Panel otherwise consents, in respect of Hummingbird Shares in relation to which the Offer has been accepted or deemed to be accepted and pending registration in the name of Nioko or as it may direct:

(i)         Nioko and its agent shall be authorised to direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Hummingbird or of any class of its shareholders) attaching to the Hummingbird Shares in certificated form comprised or deemed to be comprised in such acceptance; and

(ii)         the execution of a Form of Acceptance by a Hummingbird Shareholder shall constitute with regard to such Hummingbird Shares in certificated form comprised in the acceptance:

(A)        an authority to Hummingbird and its agents to send any notice, circular, warrant, document or other communication which may be required to be sent to such Hummingbird Shareholder as a member of Hummingbird (including any share certificate(s) or other document(s) of title) to Nioko at its registered office;

(B)        an irrevocable authority to Nioko and the directors of and any other person authorised by Nioko, to sign any document and to do such things as may, in the opinion of that agent and/or attorney, seem necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the Hummingbird Shares held by such Hummingbird Shareholder in certificated form (including, without limitation, signing any consent to short notice of a general or separate class meeting as such Hummingbird Shareholder's attorney and/or agent and on such Hummingbird Shareholder's behalf and/or to attend and/or execute a form of proxy in respect of such Hummingbird Shares appointing any person nominated by Nioko to attend general and separate class meetings of Hummingbird (and any adjournments thereof) and to exercise the votes attaching to such shares on such Hummingbird Shareholder's behalf, where relevant; and

(C)        the agreement of such Hummingbird Shareholder not to exercise any of such rights without the consent of Nioko and the irrevocable undertaking of such Hummingbird Shareholder not to appoint a proxy to attend any such general meeting or separate class meeting of Hummingbird,

(g)        that such Hummingbird Shareholder will deliver to the Receiving Agent, or procure the delivery to the Receiving Agent at the address referred to in paragraph 4(c)(i) of Part A of this Part 3 (Further terms of the Offer and Acceptances) of, share certificate(s) or other document(s) of title in respect of those Hummingbird Shares in certificated form comprised in the acceptance, or an indemnity acceptable to Nioko in lieu thereof, as soon as possible, and in any event so as to arrive by no later than the latest permissible time on the Closing Date;

(h)        that such Hummingbird Shareholder is the sole legal and beneficial owner of the Hummingbird Shares comprised or deemed to be comprised in such acceptance or is the legal owner of such Hummingbird Shares and has the necessary capacity and authority to execute the Form of Acceptance;

(i)         that such Hummingbird Shareholder is irrevocably and unconditionally entitled to sell and transfer the beneficial ownership of the Hummingbird Shares comprised or deemed to be comprised in such acceptance and that such shares are sold fully paid up and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid or any other return of value on the Closing Date;

(j)         that the terms and conditions of the Offer contained in this document shall be deemed to be incorporated in, and form part of, the Form of Acceptance which shall be read and construed accordingly;

(k)        that, if such Hummingbird Shareholder accepts the Offer, they will do all such acts and things as shall be necessary or expedient to vest the Hummingbird Shares in certificated form comprised in the acceptance in Nioko or its nominee(s) or such other persons as Nioko may decide;

(l)         that such Hummingbird Shareholder agrees to ratify each and every act or thing which may be done or effected by Nioko, Hannam & Partners, SCP Resource or the Receiving Agent or any of their respective directors or agents or persons authorised by them, as the case may be, in the exercise of any of any such person's powers and/or authorities under this document;

(m)       that the execution of the Form of Acceptance constitutes such Hummingbird Shareholder's agreement to the terms of paragraphs 6(i) and 6(j) of Part A of this Part 3 (Further terms of the Offer and Acceptances);

(n)        that the Form of Acceptance shall be deemed to be delivered on its date of execution and shall take effect as a deed on such date;

(o)        that if any provision of Part A or Part B of this Part 3 (Further terms of the Offer and Acceptances) shall be unenforceable or invalid or shall not operate so as to afford Nioko, Hannam & Partners, SCP Resource or the Receiving Agent or any of their respective directors, agents or persons authorised by them, the benefit or authority expressed to be given therein, such Hummingbird Shareholder shall, with all practicable speed, do all such acts and things and execute all such documents as may be required to enable Nioko, Hannam & Partners, SCP Resource and/or the Receiving Agent and any of their respective directors, agents or persons authorised by them to secure the full benefits of Part A or Part B of this Part 3 (Further terms of the Offer and Acceptances); and

(p)        that such Hummingbird Shareholder is not a customer (as defined by the FCA Handbook) of Hannam & Partners and SCP Resource in connection with the Offer.

References in this Part B to an Hummingbird Shareholder shall include references to the person or persons executing a Form of Acceptance, and in the event of more than one person executing a Form of Acceptance, the provisions of this Part B shall apply to them jointly and to each of them.

Part C
ELECTRONIC ACCEPTANCE

This Part C applies only to Hummingbird Shares held in uncertificated form, that is in CREST. If you hold all of your Hummingbird Shares in certificated form, you should ignore this Part C and instead read Part B of this Part 3 (Further terms of the Offer and Acceptances).

For the purposes of this Part C of this Part 3 (Further terms of the Offer and Acceptances), the phrase "Hummingbird Shares in uncertificated form comprised in the acceptance" shall mean the number of Hummingbird Shares which are transferred by the relevant Hummingbird Shareholder by Electronic Acceptance to an escrow account by means of a TTE instruction.

Each Hummingbird Shareholder by whom, or on whose behalf, an Electronic Acceptance is made irrevocably undertakes, represents, warrants and agrees to and with Nioko, Hannam & Partners, SCP Resource and the Receiving Agent (so as to bind such Hummingbird Shareholder and such Hummingbird Shareholder's personal or legal representatives, heirs, successors and assigns) to the following effect:

(a)        that the Electronic Acceptance shall constitute:

(i)         an acceptance of the Offer in respect of the number of Hummingbird Shares in uncertificated form to which a TTE instruction relates; and

(ii)         an undertaking to execute any documents, take any further action and give any further assurances which may be required to enable Nioko to obtain the full benefit of this Part C of this Part 3 (Further terms of the Offer and Acceptances) and/or to perfect any of the authorities expressed to be given hereunder and otherwise in connection with his acceptance of the Offer,

in each case on and subject to the terms and conditions set out or referred to in this document and that each such acceptance and election shall be irrevocable;

(b)        that such Hummingbird Shareholder:

(i)         has not, directly or indirectly, received or sent copies or originals of this document, the Form of Acceptance or any related offering documents, in, into or from a Restricted Jurisdiction;

(ii)         has not otherwise used in connection with the Offer, directly or indirectly, any means (including, without limitation, facsimile transmission email, TTE instruction, telephone, internet or otherwise) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction;

(iii)        is accepting the offer from outside any Restricted Jurisdiction and was outside those jurisdictions at the time of the input and settlement of the relevant TTE instruction(s);

(iv)        in respect of the Hummingbird Shares to which an Electronic Acceptance relates, is not an agent or fiduciary acting on a non-discretionary basis for a principal, unless such agent or fiduciary is an authorised employee of such principal or such principal has given all instructions with respect to the Offer from outside a Restricted Jurisdiction; and

(v)        if an Overseas Shareholder, has observed the laws of the relevant jurisdiction, obtained all requisite governmental, exchange control and other required consents, complied with all necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and has not taken or omitted to take any action that will or may result in Nioko, Hannam & Partners and SCP Resource or any other person acting on behalf of them being in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Offer or such Hummingbird Shareholder's acceptance thereof;

(c)        that the Electronic Acceptance constitutes the irrevocable appointment of each of Nioko, Hannam & Partners and SCP Resource and any director of, or any person authorised by, any of them as such shareholder's attorney and/or agent and an irrevocable instruction and authorisation to the attorney to execute all such documents and do all such acts and things as may in the attorney's opinion be necessary or expedient for the purpose of, or in connection with, the acceptance of the Offer and to vest in Nioko (or its nominee) the full legal title and beneficial ownership of Hummingbird Shares in uncertificated form comprised in the acceptance;

(d)        that the Electronic Acceptance constitutes the irrevocable appointment of the Receiving Agent as escrow agent for the purposes of the Offer and an irrevocable instruction and authorisation.

(e)        that the Electronic Acceptance constitutes an irrevocable authority and request to Nioko, the Receiving Agent or their respective agents to procure the making of a CREST payment obligation in favour of the Hummingbird Shareholder's payment bank in accordance with the CREST payment arrangements in respect of any Cash Consideration to which such shareholder is entitled, provided that:

(i)         Nioko may (if, for reasons, outside its reasonable control, it is not able to effect settlement through CREST) determine that all or any part of any such Cash Consideration shall be paid by cheque despatched by post; and

(ii)         if the Hummingbird Shareholder concerned is a CREST member whose registered address is in a Restricted Jurisdiction, any Cash Consideration to which such shareholder is entitled may be paid by cheque despatched by post,

in any case at the risk of such shareholder, and such cheque shall be despatched to the first named holder at such holder's registered address outside a Restricted Jurisdiction or as otherwise determined by Nioko;

(f)         that the Electronic Acceptance constitutes the giving of a separate authority to each of Nioko, Hannam & Partners, SCP Resource and the Receiving Agent and their respective directors, agents and authorised persons within the terms of paragraph 4 of Part A of this Part 3 (Further terms of the Offer and Acceptances) in respect of the Hummingbird Shares in uncertificated form comprised in the acceptance;

(g)        that, unless the Panel otherwise consents, in respect of Hummingbird Shares in relation to which the Offer has been accepted or deemed to be accepted and pending registration in the name of Nioko or as it may direct:

(i)         Nioko and its agent shall be authorised to direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Hummingbird or of any class of its shareholders) attaching to the Hummingbird Shares in uncertificated form comprised or deemed to be comprised in the acceptance; and

(ii)         an Electronic Acceptance by a Hummingbird Shareholder shall constitute with regard to such Hummingbird Shares in uncertificated form comprised in the acceptance:

(A)        an authority to Hummingbird and its agents to send any notice, circular, warrant, document or other communication which may be required to be sent to such Hummingbird Shareholder as a member of Hummingbird (including any share certificate(s) or other document(s) of title issued as a result of a conversion of such Hummingbird Shares into certificated form) to Nioko at its registered office;

(B)        an irrevocable authority to each of Nioko and the directors of and any other person authorised by Nioko to sign any document and to do such things as may, in the opinion of that agent and/or attorney, seem necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the Hummingbird Shares held by such Hummingbird Shareholder in uncertificated form (including, without limitation, signing any consent to short notice of a general or separate class meeting as such Hummingbird Shareholder's attorney and/or agent and on such Hummingbird Shareholder's behalf and/or to attend and/or execute a form of proxy in respect of such Hummingbird Shares appointing any person nominated by Nioko to attend general and separate class meetings of Hummingbird (and any adjournments thereof) and to exercise the votes attaching to such shares on such Hummingbird Shareholder's behalf); and

(C)        the agreement of such Hummingbird Shareholder not to exercise any of such rights without the consent of Nioko and the irrevocable undertaking of such Hummingbird Shareholder not to appoint a proxy to attend any such general meeting or separate class meeting;

(h)        that such Hummingbird Shareholder is irrevocably and unconditionally entitled to sell and transfer the beneficial ownership of the Hummingbird Shares comprised or deemed to be comprised in such acceptance and that such shares are sold fully paid up and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid or any other return of value on the Closing Date;

(i)         that such Hummingbird Shareholder is the sole legal and beneficial owner of the Hummingbird Shares in uncertificated form in respect of which the Offer is accepted or deemed to be accepted or is the legal owner of such Hummingbird Shares and has the necessary capacity and authority to effect an Electronic Acceptance;

(j)         that such Hummingbird Shareholder will do all such acts and things as shall, in the opinion of Nioko, be necessary or expedient to vest in Nioko (or its nominee(s)) the Hummingbird Shares in uncertificated form comprised or deemed to be comprised in the acceptance and to enable the Receiving Agent to perform its function as escrow agent for the purposes of the Offer;

(k)        that such Hummingbird Shareholder agrees to ratify each and every act or thing which may be done or effected by Nioko, Hannam & Partners, SCP Resource or the Receiving Agent or any of their respective directors, agents or persons authorised by them, as the case may be, in the exercise of any of such person's powers and/or authorities under this document;

(l)         that if, for any reason, any Hummingbird Shares in respect of which a TTE instruction has been effected in accordance with paragraph 17.2 of Part 1 (Letter from Nioko) of this document are converted to certificated form, such Hummingbird Shareholder will (without prejudice to paragraph (g)(ii)(A) of this Part C) immediately deliver, or procure the immediate delivery of, the share certificate(s) or other document(s) of title in respect of all such Hummingbird Shares as so converted to the Receiving Agent at the address referred to in paragraph 3(b) of Part A of this Part 3 (Further terms of the Offer and Acceptances) or to Nioko at its registered office or as Nioko or its agents may direct; and such Hummingbird Shareholder shall be deemed upon conversion to undertake, represent, warrant and agree in the terms set out in Part B of this Part 3 (Further terms of the Offer and Acceptances) in relation to such Hummingbird Shares without prejudice to the application of this Part 3 as far as Nioko deems appropriate;

(m)       that the creation of a CREST payment obligation in favour of such Hummingbird Shareholder's payment bank in accordance with the CREST payment arrangements referred to in paragraph ((e)) of this Part C shall, to the extent of the obligation so created, discharge in full any obligation of Nioko, Hannam & Partners, SCP Resource or the Receiving Agent to pay such Hummingbird Shareholder the Cash Consideration to which they are entitled pursuant to the Offer;

(n)        that the making of an Electronic Acceptance constitutes such Hummingbird Shareholder's agreement to the terms of paragraphs 6(i) and 6(j) of Part A of this Part 3 (Further terms of the Offer and Acceptances);

(o)        that, by virtue of the Regulations, the making of an Electronic Acceptance constitutes an irrevocable power of attorney by the relevant Hummingbird Shareholder in the terms of all the powers and authorities expressed to be given by Part A, Part B (where applicable by virtue of paragraph (l) of this Part C) and this Part C of this Part 3 (Further terms of the Offer and Acceptances) to Nioko, the Receiving Agent, Hannam & Partners and SCP Resource and any of their respective directors or agents;

(p)        that if any provision of Part A or this Part C of this Part 3 (Further terms of the Offer and Acceptances) shall be unenforceable or invalid or shall not operate so as to afford Nioko, Hannam & Partners, SCP Resource or the Receiving Agent or any of their respective directors, agents or persons authorised by them, the benefit or authority expressed to be given therein, such Hummingbird Shareholder shall, with all practicable speed, do all such acts and things and execute all such documents that may be required to enable Nioko, Hannam & Partners, SCP Resource or the Receiving Agent or any of their respective directors, agents or persons authorised by them to secure the full benefits of Part A or this Part C of this Part 3 (Further terms of the Offer and Acceptances); and

(q)        that such Hummingbird Shareholder is not a customer (as defined by the FCA Handbook) of Hannam & Partners and SCP Resource in connection with the Offer.

References in this Part C to an Hummingbird Shareholder shall include references to the person or persons making an Electronic Acceptance and, if more than one makes an Electronic Acceptance, the provisions of this Part C shall apply to them jointly and to each of them.

PART 4
ADDITIONAL INFORMATION

Part A
ADDITIONAL INFORMATION ON THE CIG PARTIES AND HUMMINGBIRD

1.         RESPONSIBILITY

(a)        The Nioko Directors, whose names are set out in paragraph 2 of this Part A of Part 4 (Additional Information), accept responsibility for all the information contained in this document (including any expressions of opinion) in relation to Nioko including, without limitation, information relating to Nioko's future intentions for Hummingbird, except for that information for which the Hummingbird Directors accept responsibility under paragraph 1(b) below. To the best of the knowledge and belief of the Nioko Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document (including any expressions of opinion) for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of that information.

(b)        The Hummingbird Directors, whose names are set out in paragraph 2 of this Part A of Part 4  (Additional Information), accept responsibility for all the information contained in this document (including any expressions of opinion) in relation to Hummingbird, except for that information for which the Nioko Directors accept responsibility under paragraph 1(a)above. To the best of the knowledge and belief of the Hummingbird Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document (including any expressions of opinion) for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of that information.

2.         NIOKO DIRECTORS AND HUMMINGBIRD DIRECTORS

(a)        The Nioko Directors and their respective positions are set out below:

Mr. Oumar Toguyeni                  Director of Nioko

Mr. Issaka Kanazoe                   Director of Nioko

Mr. Yacouba Saré                     Director of Nioko

The registered office of Nioko and the business address of the Nioko Directors is Avenue de l'UEMOA, 2cmeetage of the building built on plot N°10 of lot 20 section 006 ZACA, 01 BP 2061 Ouagadougou 01, Burkina Faso.

(b)        The Hummingbird Directors and their respective functions are:

Dan Betts                                 Executive Chairman

Geoff Eyre                                Interim Chief Executive Officer

Thomas Hill                               Finance Director

Stephen Betts                           Non-Executive Director

David Straker-Smith                  Non-Executive Director

Attie Roux                                 Non-Executive Director

Ernie Nutter                               Non-Executive Director

Oumar Toguyeni                        Non-Executive Director

The registered office of Hummingbird, which is also the business address of each of the Hummingbird Directors, is 49-63 Spencer Street, Hockley, Birmingham, West Midlands, B18 6DE.

3.         DISCLOSURE OF INTERESTS AND DEALINGS

For the purposes of this paragraph 3:

"acting in concert"	has the meaning given to it in the Takeover Code;
"arrangement"	has the meaning given to it in Note 11 to the definition of "acting in concert" set out in the Takeover Code;
"Nioko Disclosure Period"	means the period commencing on 6 November 2023, being the date 12 months before the commencement of the Offer Period, and ending on the Latest Practicable Date;
"close relatives"	has the meaning given to it in the Takeover Code;
"dealing"	has the meaning given to it in the Takeover Code;
"derivative"	has the meaning given to it in the Takeover Code;
"Hummingbird Disclosure Period"	means the period commencing on 6 November 2024, being the date of commencement of the Offer Period, and ending on the Latest Practicable Date;
"Interested Persons"	means, in relation to a director, other persons (including, without limitation, bodies corporate) whose interests that director is taken as having by virtue of the application of Part 22 of the Companies Act and related regulations;
"relevant securities"	means: (i) the Hummingbird Shares, (ii) the equity share capital of Nioko and (iii) securities convertible into, rights to subscribe for, options (including traded options) in respect of and derivatives referenced to the Hummingbird Shares and the equity share capital of Nioko (as appropriate); and "relevant Hummingbird securities" and "relevant Nioko securities" shall be construed accordingly; and
"short positions"	means short positions, whether conditional or absolute and whether in the money or otherwise, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery.

Interests in relevant Hummingbird securities

(a)        Further to the approvals granted at the December General Meeting, Nioko subscribed for 130,958,159 new Ordinary Shares in Hummingbird under the Stage 1 Conversion, which were admitted on 24 December 2024. The Debt-to-Equity Conversion completed on 7 January 2025 with Nioko subscribing for an additional 732,121,332 newly issued Ordinary Shares in Hummingbird under the Stage 2 Conversion. As such, as at the close of business on the Latest Practicable Date Nioko holds 1,202,312,639 Ordinary Shares, representing approximately 71.8 per cent. of Hummingbird's existing issued share capital.

(b)        As at the close of business on the Latest Practicable Date, save as disclosed in (a) above, none of Nioko, any persons acting in concert with Nioko, the Nioko Directors, their immediate families, close relatives or related trusts or other Interested Persons of the Nioko Directors have any interests in, or rights to subscribe in, the share capital of Hummingbird, nor has any such person dealt in any relevant Hummingbird securities during the Nioko Disclosure Period.

(c)        Save as announced by Hummingbird in its announcement of 27 December 2024 relating to Nioko's subscription for an additional 130,958,159 Ordinary Shares of Hummingbird under the Subscription Agreement, no person with whom Nioko or any person acting in concert with Nioko has dealt in any relevant Hummingbird securities during the Nioko Disclosure Period.

(d)        As at the close of business on the Latest Practicable Date, none of Hummingbird, the Hummingbird 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.

(e)        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):

Director	Number of Ordinary Shares	Percentage of voting rights (%)
Dan Betts1,	5,239,048	0.31
Thomas Hill	641,574	0.04
Stephen Betts1, 2	2,503,500	0.15
David Straker-Smith	-	-
Attie Roux	-	-
Ernie Nutter	6,993,780	0.42
Geoff Eyre	-	-
Oumar Toguyeni	-	-

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.

(f)         As at the close of business on the Latest Practicable Date, the Hummingbird Directors held the following options under the Hummingbird Share Plans:

Director	No of vested Options held	No of unvested Options held**	Percentage of voting rights represented by options, assuming full exercise (%)
Dan Betts	4,370,521	12,580,526	0.99
Thomas Hill	3,003,934	8,133,072	0.65
Stephen Betts*	698,747	272,021	0.06
David Straker-Smith*	698,747	272,021	0.06
Attie Roux*	698,747	272,021	0.06
Ernie Nutter*	698,747	272,021	0.06
Geoff Eyre	N/A	N/A	N/A
Oumar Toguyeni	N/A	N/A	N/A

* The total of vested and unvested Options includes 970,768 Hummingbird Shares under the Hummingbird Deferred Share Awards as referred to below.

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

(g)        In recognition of the significant experience and the high level of personal commitment of the Hummingbird Non-Executive Directors, each Hummingbird Non-Executive Director (other than Oumar Toguyeni) receives an annual Hummingbird Deferred Share Award.  The aggregate value of the award in 2024 was £26,250, vesting one year from award date. Hummingbird Shares will not be issued in respect of these awards until the earlier of an individual ceasing to hold office or a change of control. Each of the Non-Executive Directors hold Hummingbird Deferred Share Awards in respect of 970,768 Hummingbird Shares. For details on arrangements proposed to be implemented in respect of the Hummingbird Deferred Share Awards, see paragraph 10 (Hummingbird Share Plans) of Part 1 (Letter from Nioko) of this document.

(h)        As at the close of business on the Latest Practicable Date and save as disclosed at (d) above, none of (i) Hummingbird, (ii) the Hummingbird Directors; (iii) any of the Hummingbird 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 the Hummingbird 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 or Nioko.

(i)         Save as announced by Hummingbird on 10 January 2024 or the terms of the Irrevocable Undertakings referred to in paragraph 4 of this Part A of Part 4 below, none of the Hummingbird Directors, nor any member of their immediate families or related trusts (so far as the Hummingbird Directors are aware having made due enquiry), dealt in relevant securities of Hummingbird during the 12 months prior to the Latest Practicable Date.

(j)         Neither Hummingbird nor any of the Hummingbird 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.

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

(l)         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.

4.         IRREVOCABLE UNDERTAKINGS

(a)        Nioko has procured irrevocable undertakings from the Hummingbird Directors who hold Hummingbird Shares to accept (or procure the acceptance of, as applicable) the Offer. Such irrevocable undertakings are in respect of the following relevant Hummingbird securities:*

Name of Hummingbird Director	Number of Hummingbird Shares in respect of which undertaking is given	Percentage of Hummingbird issued share capital (excluding treasury shares) in respect of which undertaking is given as at the Latest Practicable Date (%)
Dan Betts1,	5,239,048	0.31
Thomas Hill	641,574	0.04
Stephen Betts1, 2	2,503,500	0.15
Ernie Nutter	6,993,780	0.42
Total	15,377,902	0.92

*These irrevocable undertakings extend to any Hummingbird Shares acquired by the Hummingbird Director as a result of the vesting of awards and/or the exercise of options under any Hummingbird share plans.

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.

(b)        These irrevocable undertakings concern 15,377,902 Hummingbird Shares representing approximately 0.92 per cent. of the issued share capital of Hummingbird (excluding treasury shares) at close of business on 10 January 2025 (being the Latest Practicable Date).

(c)        These irrevocable undertakings include undertaking to:

(i)         accept the Offer;

(ii)         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 Hummingbird;

(iii)        continue to have full power and authority to enter into and perform the irrevocable undertaking in accordance with its terms;

(iv)        if required by Hummingbird, 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 Hummingbird to make a valid proxy appointment and give valid CREST proxy instructions;

(v)        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 undertakings described in this paragraph 4 are in addition to the irrevocable undertakings relating to the Rule 9 Waiver Resolutions as described in the Circular.

5.         MARKET QUOTATIONS

The following table sets out the middle market quotations for Hummingbird Shares derived from Bloomberg, for: (i) the first Business Day in each of the six months before the date of this document, (ii) 5 November 2024 (the last Business Day before the commencement of the Offer Period), and (iii) the Latest Practicable Date:

Relevant date	Hummingbird Share price (£)
1 July 2024	0.0850
1 August 2024	0.0865
2 September 2024	0.0860
1 October 2024	0.0665
1 November 2024	0.0640
5 November 2024	0.0635
2 December 2024	0.0180
2 January 2025	0.0250
Latest Practicable Date	0.0260

6.         SERVICE CONTRACTS AND LETTERS OF APPOINTMENT OF HUMMINGBIRD DIRECTORS

Certain details of the Hummingbird Directors' service contracts, letters of appointment and the terms of their appointment with a member of the Hummingbird Group are set out below.

(a)        Executive Chairman

Dan Betts is currently employed as Executive Chairman of Hummingbird. His employment is governed by the terms of a service agreement with Hummingbird dated 01 January 2023. The notice period required to terminate his employment is 12 months' written notice by Hummingbird or 12 months' written notice by Dan Betts. Hummingbird reserves the right under the service agreement, exercisable in its absolute discretion, to terminate Dan Betts employment and make a payment in lieu of the notice required by the agreement or any unexpired part of such notice. If Dan Betts commits any fundamental breach of the service agreement, such as failing, after due and proper warning, to perform his duties competently, Hummingbird may terminate the agreement without any notice or payment in lieu thereof. In addition to basic salary of £407,400, pursuant to a salary change letter dated 23 February 2024, he is also entitled to benefits, which include (i) pension contributions equivalent to 10 per cent. of gross salary; (ii) medical and life insurance policy providing cover of at least £1,000,000 and includes international medical insurance for Mr Betts and his immediate family, and critical illness cover; (iii) an attendance fee of 1 ounce gold coin (post tax) for the physical attendance at each of the quarterly Board meetings, and one Board meeting held on the same day as the Annual General Meeting; and (iii) a discretionary bonus of such amount as may be determined by the Board at its absolute discretion. Dan Betts is also entitled to out-of-pocket expenses reasonably incurred by him in the proper performance of his duties.

In the event of a change in control of Hummingbird and either Mr Betts or Hummingbird terminate the employment of Mr Betts (in the case of Hummingbird, other than for cause) then Hummingbird shall pay to Mr Betts, within one month of such termination an amount equivalent to the gross value of two years basic salary, including pension contributions, together with the cash equivalent of medical and life insurance benefits for 2 years (unless that cover remains in place) (less any statutory deductions).

(b)        Interim Chief Executive Officer

Geoff Eyre is currently employed as Interim Chief Executive Officer of Hummingbird since 6 November 2024. His employment is governed by the terms of a service agreement with Hummingbird dated 25 November 2024 (Service Agreement).

The first 6 months of Geoff Eyre's employment is a probationary period. During the first 3 month of the probationary period Hummingbird may terminate employment by giving one weeks' notice or payment in lieu of notice. Thereafter during the last 3 months of the probationary period, Geoff will be entitled to receive a termination payment comprising 6 months of salary and benefits (unless Hummingbird offers Geoff Eyre a new Executive Committee position directly reporting to the replacement CEO).

After the probationary period, the notice period required to terminate Geoff Eyre's employment is three months' written notice by Hummingbird or three months' written notice by Geoff. Hummingbird reserves the right under the Service Agreement, exercisable in its absolute discretion, to terminate Geoff Eyre's employment and make a payment in lieu of his notice or any unexpired part of such notice.

Hummingbird may terminate the employment without any notice or payment in lieu thereof in certain circumstances set out in clause 16 of the Service Agreement. Such circumstances include a failure on Geoff's part (in the reasonable opinion of the Board) to perform his duties to a satisfactory standard or if Geoff commits any serious breach of the Service Agreement or is guilty of any gross misconduct or any wilful neglect in the discharge of his duties.

In addition to a basic salary of £318,833 per annum, Geoff is also entitled to receive employer pension contributions at a rate of 10 per cent. of his basic salary, certain insured benefits, namely medical insurance, life insurance and critical illness cover and may be eligible for a discretionary annual bonus on such terms and of such amount as may be determined by the Board at its absolute discretion. Geoff Eyre is entitled to be reimbursed for all authorised out-of-pocket expenses reasonably incurred by him in the proper performance of his duties. Geoff Eyre is also entitled to receive his full salary for any period of sickness absence totalling 6 months in any consecutive period of 24 months.

Geoff Eyre is permitted during the employment to continue acting as a director of those companies of which he is a director as at the date of his Service Agreement and to take on new non-executive director roles subject to complying with his duty to avoid a conflict of interest and providing written notice to Hummingbird and, in each case, provided he can continue to comply with his duty to devote such time and attention to the business and interests of the Group and as are necessary for the proper performance of his duties.

Geoff Eyre is subject to 6 month restrictive covenants seeking to prevent him from carrying out certain competitive activity post termination of his employment.

(c)        Finance Director

Tom Hill is currently employed as Finance Director of Hummingbird. His employment is governed by the terms of a service agreement with Hummingbird dated 2 August 2010, as amended with effect from time to time, and, most recently, on 30 July 2019, and 1 February 2023, respectively. The notice period required to terminate his employment is 12 months' written notice by Hummingbird or 12 months' written notice by Tom Hill. If Tom Hill commits any fundamental breach of the service agreement, such as failing, after due and proper warning, to perform his duties competently, Hummingbird may terminate the agreement without any notice or payment in lieu thereof. In addition to basic salary of £270,000 per annum, he is also entitled to benefits, which include (i) pension contributions; (ii) medical and life insurance policy; (iii) payment of professional subscriptions; (iv) a discretionary bonus, option or other incentive scheme of such amount as may be determined by a remuneration committee or the Board; (v) the right to subscribe for up to 1,000 Ordinary Shares of £0.01 each in Hummingbird, at the price of US$35.00 per share, notwithstanding that notice must have been given within seven (7) days of signing the employment contract; (vi) the right to participate in any future fundraisings; (vii) discretionary sick leave at the normal rate of pay, up to a period of three (3) consecutive months of absence; and (viii) an attendance fee of 1 ounce gold coin (post tax) for the physical attendance at each of the quarterly Board meetings, and one Board meeting held on the same day as the Annual General Meeting. Tom Hill is also entitled to out-of-pocket expenses reasonably incurred by him in the proper performance of his duties.

Pursuant to the amendment letter dated 30 July 2019, Tom Hill's service agreement was amended to include provisions relating to a change of control. Where a change of control of Hummingbird occurs, and within 12 months of the change of control Tom Hill or Hummingbird terminates, or serves notice to terminate, Tom Hill's employment, Hummingbird shall pay to Tom Hill the equivalent of two (2) years' gross salary and pension contributions, and shall continue to provide the same level of medical and life insurance, as particularised in the service agreement, for a period of two (2) years.

Tom Hill's service agreement was also amended with effect from 1 February 2023 such that his annual salary was increased to £270,000.00 per annum, and with effect from 1 November 2023 such that his notice period was amended to 12 months

(d)        Founders Equity Alignment Plan (FEAP)

On 1 July 2014, the shareholders approved the adoption of a long-term incentive plan for the purpose of retaining and motivating the executive Directors to deliver the proposed new strategy, which was rebased on 21 June 2016 as part of the fundraise to recapitalise Hummingbird.

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 was created on a consistent basis.

Participants in the FEAP are limited to executive Directors. Allocations of the FEAP are proposed by the "Principal Director" (currently the Mr Dan Betts) and ratified by the board. As at 31 December 2023 no allocation had been proposed. The FEAP will issue shares to the participants for adding material long term shareholder value and therefore align the interest of the executives with the shareholders by providing a strong incentive for the executives to drive shareholder value.

Under the FEAP, shares may be distributed to participants depending upon the value that has been added to shareholders over the vesting period. No value will accrue to the FEAP if the growth in shareholder value is less than 50 per cent. from 1 February 2023. If the growth in shareholder value is over 50 per cent., a proportion of value added to shareholders will accrue to the FEAP, increasing progressively, starting at 5 per cent. of the value added to shareholders up to a maximum of 15 per cent. of the value added to shareholders above 150 per cent.. Shares with a value equal to the value accrued in the FEAP will be issued on vesting or the value can be settled in cash at Hummingbird's option. There is also the flexibility to allow early payments under the FEAP where assets or companies are disposed of and value has been added exceeding 50 per cent. on the same principles.

No allocations to date have been made under the FEAP and at the Latest Practicable Date there is no value accruing to the FEAP.

(e)        Bonus Arrangements

As noted above, Tom Hill and Dan Betts are entitled to a short-term incentive discretionary bonus, where they can earn up to 125 per cent. of their base salaries, based on the achievements of Hummingbird, and subject to any personal targets. Any bonus is usually declared at the end of a financial year and paid in three tranches. As at the Latest Practicable Date, in relation to the bonuses declared in respect of the financial year ended 2022, a remaining amount of £65,136 was to be paid to Dan Betts and Tom Hill collectively in December 2024, but remains unpaid. Further, as at the date of this document, in relation to the bonuses declared in respect of the financial year ended 2023, a remaining amount of £92,731 was to be paid to Dan Betts and Tom Hill collectively in December 2024 but remains unpaid, and £92,731 is due to be paid to them collectively in December 2025.

On 1 June 2014, contingent on the successful acquisition by Hummingbird (or any member of the Group) of the Yanfolila project Hummingbird awarded Daniel Betts a deferred bonus in the form of a cash settled share-based payment equivalent to the cash value on the date of payment of 1,785,714 shares (subject to a maximum share price of £2.016). This bonus was deferred and except in the event of a change of control, only became payable after a vesting period of 2 years and at the earlier of Daniel Betts ceasing to be a director of Hummingbird or 10 years. The Yanfolila project was acquired on 2 July 2014.  Accordingly, this cash settled share-based payment was granted on that date and then vested on 2 July 2024 with a value of £148,214.29 which was due for payment on 2 July 2024 but has not yet been paid.

(f)         Other service contracts

Other than as described in this paragraph 5, no service contracts have been entered into or amended within 6 months of the date of this document.

(g)        Non-Executive Directors

All of the other Directors are Non-Executive and do not have service contracts with Hummingbird. Instead, the Directors were appointed pursuant to letters of appointment.

All Non-Executive Directors remunerations arrangements comprise base remuneration of £52,500. Non-Executive Directors (other than Oumar Toguyeni) will also receive an additional £5,250 fee for each Board Committee they serve on and an additional £2,625 for chairing any of these committees (other than the Technical Advisory Committee). Members of the Technical Advisory Committee receive and additional annual payment of US$30,000.  In addition all Non-Executive directors (other than Oumar Toguyeni) are entitled by Board resolution to receive an attendance fee of a 1 ounce gold coin (post tax) for the physical attendance at each of the quarterly Board meetings, and one Board meeting held on the same day as the Annual General Meeting.

Each of the Non-Executive Director appointments can be terminated in accordance with the Articles and without compensation. The Articles provide that the office of Director shall be terminated by, among other things: written resignation, unauthorised absences from board meetings for six consecutive months or more; or written request of all of the other Directors.

All Non-Executive Directors are subject to a one month notice period, except for Oumar Toguyeni, who has been appointed as a Board representative of Nioko and so his appointment is not subject to termination by Hummingbird but is subject to the requirement to retire in accordance with the Articles.

The dates of the appointment letters for each of the Non-Executive Directors and the Committees on which they serve, are set out in the table below:

Name	Contract date	Committee position(s)
Stephen Betts	23 November 2010	Transaction
David Straker-Smith	24 May 2017	Audit*, Remuneration*, ESG* and Transaction
Attie Roux	30 April 2018	Technical Advisory*, ESG and Transaction
Ernie Nutter	30 April 2018	Audit, Remuneration, Technical Advisory and Transaction*
Oumar Toguyeni	19 November 2024	Technical Advisory and ESG

                        *being the chairman of the relevant committee.

The Transaction Committee, referred to above, was formed pursuant to a board meeting held on 6 November 2024, and Ernie Nutter was appointed as chairman of the Transaction Committee. The purpose of the Transaction Committee is to discuss and consider matters relating to, and ancillary to, the transactions discussed herein and any alternative transactions.

(h)        Other Letters of Appointment

Other than as described above, no letters of appointment have been entered into or amended within 6 months of the date of this document.

7.         HUMMINGBIRD MATERIAL CONTRACTS

Save as set out below, neither Hummingbird nor any of its subsidiaries has, during the period beginning on 6 November 2022 (being two years before the commencement of the Offer Period) and ending on the Latest Practicable Date, entered into any material contract otherwise than in the ordinary course of business. The following contracts, not being contracts entered into in the ordinary course of business, and which are or may be material, have been entered into by Hummingbird or its subsidiaries in the period beginning on 6 November 2022 and ending on the Latest Practicable Date.

CIG Agreements

(a)        By way of an original subscription agreement between CIG and Hummingbird dated 6 February 2023, CIG subscribed for, in aggregate 157,084,808 Ordinary Shares (February Shares) in two tranches for a total consideration of US$15 million (representing a price of 7.79 pence per Ordinary Share). The terms of the original subscription agreement include:

(i)         an undertaking by CIG that it will not (save in limited circumstances) dispose of the February Shares for a period of 12 months from the date on which they were admitted to AIM; and

(ii)         the grant to CIG of a pre-emption right in relation to further equity issued by Hummingbird while it holds 20 per cent or more of the Ordinary Shares.

(b)        By way of a relationship agreement between CIG, Hummingbird and Strand Hanson dated 7 February 2023, CIG gave certain undertakings which imposes certain obligations on CIG in its position as a substantial shareholder (as defined under the AIM Rules) in Hummingbird to ensure that Hummingbird will at all times be capable of carrying on its business independently of CIG and the members of its group. The relationship agreement remains in force for so long as CIG's holding remains at 10 per cent. or above of Hummingbird's issued share capital. The Independent Directors (as defined in the Relationship agreement) have unanimously resolved to waive or consent (as applicable) to such matters under the Relationship Agreement necessary to ensure that the terms contemplated under the Subscription Agreement are permissible and do not conflict with the Relationship Agreement.

(c)        On 16 May 2024, CIG entered into a short-term loan of US$10 million. The loan was unsecured, attracted interest at a rate of 14 per cent per annum and had a maturity date of 30 September 2024. The loan was advanced by CIG on 25 June 2024.

(d)        On 26 September 2024, Hummingbird entered into a short-term loan facility of US$30 million with CIG (the CIG Loan Agreement). The CIG Loan Agreement consisted of a new US$20 million loan, to be provided in tranches, and consolidated the previous US$10 million short-term loan from CIG. The CIG Loan Agreement was unsecured, carried an interest rate of 14 per cent per annum and had an initial maturity date of 31 December 2024.

(e)        On 30 September 2024, CIG advanced US$10 million, bringing the total amount advanced by CIG under the CIG Loan Agreement to US$20million.

(f)         On 6 November 2024, Hummingbird and CIG entered into a new loan agreement (the New CIG Loan) to document the terms upon which CIG would advance the remaining US$10 million.

(g)        Under the terms of the New CIG Loan, the interest payable in respect of any advances was 14 per cent. per annum and the final repayment date was 31 December 2024. The New CIG Loan contains customary representations and undertakings for a loan facility of this nature, including a cross-default event of default which would be triggered by any default by Hummingbird or the local holding companies in Guinea and Mali under the facilities in place with Coris Bank. Furthermore, it contains an event of default that would be triggered in the event that an offer from an offeror (other than CIG or its concert parties) for the entire issued share capital of Hummingbird that it does not already own becomes unconditional (as such terms are defined in the Takeover Code).

(h)        Details of the CIG Subscription Agreement are set out in paragraph 3 of Part 1 and paragraph 8 (Offer Related Arrangements) of this Part 4 of this document.

(i)         On 31 December 2024, Hummingbird's Malian subsidiary SMK and Coris Bank's Malian subsidiary Coris Bank International Mali entered into a new loan agreement in the amount of approximately US$35.6 million consolidating unpaid instalments of Hummingbird's Malian subsidiary SMK and extending out the repayment dates.

(j)         On 24 December 2024, Hummingbird, CIG and Nioko entered into a tripartite agreement (the Tripartite Agreement) documenting the terms on which CIG assigned the rights and benefits of certain debt arrangements to Nioko.

Agreement with Pasofino Gold Limited

(a)        By way of a share exchange agreement dated 8 December 2023 (SEA) between Hummingbird, Pasofino Gold Limited (Pasofino) and ARX Resources Limited, a wholly owned subsidiary of Pasofino (ARX), Hummingbird has converted its 51 per cent. interest in the Dugbe Gold Project, Liberia (the Project), into a 51 per cent. controlling shareholding interest in TSX-V listed Pasofino, resulting in Pasofino (through ARX) becoming the sole owner of the Project, subject to the 10 per cent. carried interest of the Government of Liberia. In consideration for the ownership conversion, Pasofino has issued 54,027,783 new common shares to Hummingbird, resulting in Hummingbird holding a 51 per cent. shareholding interest in Pasofino, and Pasofino being classified as a subsidiary of Hummingbird.

Banking Facility Arrangements with Coris Bank

(a)        Confirmation of loan (notification d'accord de financement) entered into between Coris Bank International and Kourou's Gold Mine S.A. ("KGM") dated 9 November 2021;

(b)        Loan agreement (ouverture de credit) entered into between Coris Bank International Guinée and KGM dated 28 February 2022;

(c)        Loan agreement (convention de compte courant) between Coris Bank International (Mali, Burkina, Togo, Benin, Niger, Senegal) and Société des Mines de Komana S.A. ("SMK") dated 31 December 2021;

(d)        Loan agreement (convention de prêt) between Coris Bank International Burkina (with the sub-participation of Coris Bank International Benin, Togo, Senegal, and Côte d'Ivoire) and SMK dated April 14, 2023;

(e)        Loan agreement (convention de prêt) between Coris Bank International Burkina and SMK dated September 27, 2023;

(f)         Loan agreement (convention de crédit) between Coris Bank International Mali (with the sub-participation of Coris Bank International Burkina, Benin, Togo, Senegal, and Côte d'Ivoire) and SMK dated December 4, 2023;

(g)        Loan agreement (convention de crédit) between Coris Bank International Mali and SMK dated December 29, 2023;

(h)        Loan agreement (convention de crédit) between Coris Bank International Benin and SMK dated September 4, 2024 (disbursed earlier in 15 April 2024); and

(i)         Loan agreement (convention de crédit) between Coris Bank International (Mali, Burkina, Benin, Togo, Senegal, Niger, and Côte d'Ivoire) and SMK dated August 19, 2024; and

(j)         Loan agreement between Coris Bank International Coris Bank International (Mali, Burkina, Benin, Togo, Senegal, Niger, and Côte d'Ivoire) and SMK dated 30 December 2024.

Confidentiality Agreement

(a)        See paragraph 8 (Offer Related Arrangements) of this Part 4 for details of the Confidentiality Agreement.

CIG Subscription Agreement

(b)        See paragraph 8 (Offer Related Arrangements) of this Part 4 for details of the CIG Subscription Agreement.

Nioko and the CIG Parties

Save as set out below, neither Nioko nor any other member of the CIG Parties has, during the period beginning on 6 November 2022 (being two years before the commencement of the Offer Period) and ending on the Latest Practicable Date, entered into any material contract otherwise than in the ordinary course of business.

The following contracts, not being contracts entered into in the ordinary course of business, and which are or may be material, have been entered into by Nioko or members of the CIG Parties in the period beginning on 6 November 2022 and ending on the Latest Practicable Date.

(i)         Confidentiality Agreement

See paragraph 8 (Offer Related Arrangements) of this Part 4 for details of the Confidentiality Agreement.

(ii)         CIG Subscription Agreement

See paragraph 8 (Offer Related Arrangements) of this Part 4 for details of the CIG Subscription Agreement.

(iii)        Tripartite Agreement

See paragraph (iii) of this Part 4 above for details of the Tripartite Agreement.

8.         Offer Related Arrangements

(a)        Confidentiality Agreement

CIG, 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.

(b)        CIG Subscription Agreement

The CIG Subscription Agreement documented the terms of the Debt-to-Equity Conversion and detailed the conditions on which the US$30 million principal amount under the New CIG Loan converted into new Ordinary Shares in Hummingbird. The Debt-to-Equity Conversion comprised of (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.

The Admission of the Ordinary Shares under the Stage 1 Conversion contemplated in the CIG Subscription Agreement occurred on 24 December 2024. On 2 January 2025, Nioko informed Hummingbird that it wished to waive the other outstanding conditions under the Debt-to-Equity Conversion. As such, the Debt-to-Equity Conversion under the CIG Subscription Agreement has now completed with the admission of the Ordinary Shares to Nioko under the Stage 2 Conversion occurring on 7 January. As a result, Nioko now holds 1,202,312,639 Ordinary Shares, representing approximately 71.8 per cent. of Hummingbird's existing issued share capital.

The CIG Subscription Agreement also contained provisions around the parties agreeing 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 included, 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.

(c)        Waiver of Conditions

As announced by Hummingbird via RNS on 2 January 2025, Nioko informed Hummingbird that it wished to waive the outstanding conditions identified in the Rule 2.7 Announcement which was released on 16 December 2024.

9.         CONCERT PARTIES

In addition to the Nioko Directors (together with their close relatives and related trusts) and members of the CIG Parties, the persons who, for the purposes of the Takeover Code, are acting, or deemed to be acting, in concert with Nioko in respect of the Offer are:

Name	Registered office	Relationship with Nioko
Hannam & Partners	7-10 Chandos Street, London, W1G 9DQ	Connected Adviser
SCP Resource Finance	Harbour Yard, Chelsea, Unit 211, London, SW10 0XD	Connected Adviser

In addition to the Hummingbird Directors (together with their close relatives and related trusts) and members of the Hummingbird Group, the persons who, for the purposes of the Takeover Code, are acting, or are deemed to be acting, in concert with Hummingbird in respect of the Offer are:

Name	Registered or principal office	Relationship with Hummingbird
Stifel	150 Cheapside, City of London, EC2V 6ET	Financial adviser; Rule 3 adviser
Strand Hanson	26 Mount Row, London, W1K 3SQ	Financial adviser; Rule 3 adviser

10.        GOVERNING LAW

The Offer shall be governed by and construed in accordance with English law. The Court shall have exclusive jurisdiction for determining any matter which may arise under or in connection with the Offer.

11.        POST-OFFER UNDERTAKINGS

No statements in this document constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

12.        SOURCES AND BASES

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

a.   all references to Hummingbird Ordinary Shares are to ordinary shares of £0.01 each;

b.   unless otherwise stated, all prices for Hummingbird Shares are closing middle market quotations derived from data provided by Bloomberg for the particular date(s) concerned;

c.   as at the close of business on the Latest Practicable Date, Hummingbird had in issue 1,674,388,481 Ordinary Shares;

d.   the fully diluted share capital of Hummingbird (being 1,703,405,725 Ordinary Shares) has been calculated on the basis of:

i)    the number of issued Hummingbird Ordinary Shares referred to in c above; plus

ii)    any further Hummingbird Ordinary Shares which may be issued on or after the date of this Offer on the vesting and/or exercise of awards under the Hummingbird Share Plans that were outstanding as at the Latest Practicable Date or which will vest or be exercisable on or before the Cancellation, amounting in aggregate up to a maximum of 29,017,244 Hummingbird Ordinary Shares;

e.   unless otherwise stated, the financial information of Hummingbird is extracted (without material adjustment) from (i) the annual report and audited accounts of the Hummingbird Group for the 12 months ended 31 December 2023; or (ii) the unaudited interim results of the Hummingbird Group for the six-month period ended 30 June 2024;

f.    all information relating to Nioko and Hummingbird has been provided by persons duly authorised by the Nioko Board and the Hummingbird Board respectively; and

g.   certain figures included in this document have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

13.        GENERAL

(a)        Save as otherwise disclosed elsewhere in this document, no agreement, arrangement or understanding (including any compensation arrangement) exists between Nioko or any party acting in concert with Nioko and any of the directors, recent directors, shareholders or recent shareholders of Hummingbird or any person interested or recently interested in shares of Hummingbird, having any connection with or dependence on the Offer.

(b)        There is no agreement, arrangement or understanding under which any securities acquired pursuant to the Offer will be transferred to any other person, save that Nioko reserves the right to transfer any such securities to any other member of the Nioko group.

(c)        Save for the irrevocable undertakings described in paragraph 4 of Part A of Part 4 (Additional Information) of this document neither:

(i)         Nioko, nor any person acting in concert with Nioko; nor

(ii)         Hummingbird, nor any person acting in concert with Hummingbird,

has any arrangement (including any indemnity or option arrangement), agreement or understanding, formal or informal, of whatever nature relating to relevant Hummingbird securities, which may be an inducement to deal or refrain from dealing, with any other person.

(d)        Save as disclosed in this document, there is no agreement to which Nioko is a party which relates to the circumstances in which it may, or may not, invoke a condition to the Offer.

(e)        The financial information on Nioko and the Hummingbird Group contained in this document does not constitute statutory accounts within the meaning of section 434 of the Companies Act.

14.        FEES AND EXPENSES

(a)        The aggregate fees and expenses expected to be incurred by Nioko in connection with the Offer are estimated to amount to approximately £1.93 million (plus applicable VAT and other taxes). The following are estimates expected to comprise the aggregate figure (in each case exclusive of VAT):

(i)         Financial and corporate broking advice                 £0.94 million

(ii)         Legal advice⁽¹⁾                                                                                          £0.89 million

(iii)        Public relations advice                                 £0.07 million

(iv)        Other costs and expenses                           £0.03 million

(1)           These services include services charged by reference to hourly or daily rates. The amounts included here reflect the services incurred up to the Latest Practicable Date and an estimate of the residual amount of time required until the completion of the Offer.

(b)        The aggregate fees and expenses expected to be incurred by Hummingbird in connection with the Offer are estimated to amount to approximately £3.35 million (plus applicable VAT and other taxes). The following are estimates expected to comprise the aggregate figure (in each case exclusive of VAT):

(i)         Financial and corporate broking advice                             £2.29 million

(ii)         Legal advice⁽¹⁾                                                                                                      £0.55 million

(iii)        Accounting advice                                             £0.08 million

(iv)        Public relations advice                                       £0.07 million

(v)        Other costs and expenses                                 £0.36 million

(1)           These services include services charged by reference to hourly or daily rates. The amounts included here reflect the services incurred up to the Latest Practicable Date and an estimate of the residual amount of time required until the completion of the Offer.

15.        FINANCING OF THE OFFER

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 Hummingbird Shareholders pursuant to the Offer.

16.        NO SIGNIFICANT CHANGE AND RATINGS

Save as disclosed in the Previous Announcements or in this document, or as announced by Hummingbird since 24 September 2024 when it announced its six-month results to 30 June 2024, the Hummingbird Directors are not aware of any significant change in the financial or trading position of Hummingbird since 30 June 2024, being the date to which the unaudited interim financial information for the Group were prepared. There are no current public ratings or outlooks accorded to Hummingbird by ratings agencies.

17.        CONSENT

Each of Hannam & Partners and SCP Resource Finance (as financial advisers to Nioko) have given and not withdrawn their written consent to the issue of this document with the inclusion of their respective names and the references to them in the form and context in which they are included.

Each of Stifel and Strand Hanson (as financial advisers to Hummingbird) have given and not withdrawn their written consent to the issue of this document with the inclusion herein of the references to their respective names and the advice it has given to Hummingbird in the form and context in which they appear.

18.        DOCUMENTS AVAILABLE ON WEBSITE

Copies of the following documents will be made available on Hummingbird's website at www.hummingbirdresources.co.uk during the period from the date on which this document is published up to and including the completion of the Offer:

(a)        this document;

(b)        the Form of Acceptance and other documents in relation to the Offer sent to the Hummingbird Shareholders, persons with information rights and other relevant persons;

(c)        any announcements issued by Hummingbird in connection with the Offer;

(d)        the memorandum and articles of association of Hummingbird;

(e)        the memorandum and articles of association of Nioko;

(f)         the financial information relating to Hummingbird referred to in paragraph 5 of Part 1 (Letter from Nioko) of this document;

(g)        the letters of consent referred to in paragraph 17 of Part A of Part 4 (Additional Information) of this document;

(h)        the Confidentiality Agreement;

(i)         the CIG Subscription Agreement;

(j)         any 2.11 Letters;

(k)        the irrevocable undertakings referred to in paragraph 4 of Part A of Part 4 (Additional Information) of this document; and

(l)         copies of the documents setting out the Hummingbird Share Plan Proposals that have been made to participants holding outstanding awards in the Hummingbird Shares Plans referred to at paragraph 10 (Hummingbird Share Plans) of Part 1 (Letter from Nioko) of this document.

Except as otherwise expressly referred to in this document, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this document.

19.        INFORMATION INCORPORATED BY REFERENCE

The following Hummingbird documents (or parts thereof, where specified) are incorporated by reference in, and form part of, this document:

Source document from which information is incorporated into this document by reference	Information incorporated by reference	Page number(s) in source document
Audited financial statements for the year ended 31 December 2021	Independent Auditor's Report	80
	Consolidated Statement of Comprehensive Income	86
	Consolidated Statement of Financial Position	87
	Consolidated Statement of Changes in Equity	139
	Consolidated Statement of Cash Flows	88
	Notes to the Financial Statements	140
Audited financial statements for the year ended 31 December 2022	Independent Auditor's Report	100
	Consolidated Statement of Comprehensive Income	105
	Consolidated Statement of Financial Position	157
	Consolidated Statement of Changes in Equity	159
	Consolidated Statement of Cash Flows	107
	Notes to Financial Statements	160
Audited financial statements for the year ended 31 December 2023	Independent Auditor's Report	118
	Consolidated Statement of Comprehensive Income	126
	Consolidated Statement of Financial Position	127
	Consolidated Statement of Changes in Equity	129
	Consolidated Statement of Cash Flows	128
	Notes to the Financial Statements	187
Unaudited interim financial statements for the six months to 30 June 2024	Consolidated Statement of Comprehensive Income	3
	Consolidated Statement of Financial Position	4
	Consolidated Statement of Changes in Equity	6
	Consolidated Statement of Cash Flows	5
	Notes to the condensed Group interim financial statements	9

A person who has received this document may request a copy of the documents incorporated by reference and referred to in the table above. A copy of any such documents or information incorporated by reference will not be sent to such persons unless requested of Hummingbird at its registered office at 49-63 Spencer Street, Hockley, Birmingham, West Midlands, B18 6DE, or by telephone at [phone] or requested of the Receiving Agent, Link Group. Link Group can be contacted on Tel: [phone] from the United Kingdom (UK) or [phone] from overseas or by post to Link Group at 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 [e-mail]. Please note that Link Group cannot provide any financial, legal or tax advice and that calls may be recorded and monitored for security and training purposes.

Part B
ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS

1.         GENERAL

(a)        This document and the accompanying Form of Acceptance have been prepared for the purposes of complying with English law, the applicable requirements of the Companies Act, the Takeover Code, the Panel, the FCA and the London Stock Exchange and applicable securities law and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any other jurisdiction.

(b)        The release, publication or distribution of this document and any accompanying documents (in whole or in part) in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. The availability of the Offer to Hummingbird Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens and therefore persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

(c)        Unless otherwise determined by Nioko or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, in whole or in part, directly or indirectly, in or into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this document and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail, or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer. Unless otherwise permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

(d)        This document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

(e)        The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.

(f)         Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Offer.

2.         NOTICE TO U.S. HOLDERS OF HUMMINGBIRD SHARES

(a)        The Offer is being made for the securities of an English company that is listed on the London Stock Exchange by means of a contractual takeover offer under the Takeover Code and English law and is subject to disclosure requirements and practices that are different, in some cases materially, from the tender offer rules of the United States. The financial information included in this document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

(b)        For U.S. holders of Hummingbird Shares, the receipt of cash pursuant to the terms of the Offer as consideration for the transfer of their Hummingbird Shares, may be treated as a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Hummingbird Shares is urged to consult with its own legal, tax and financial advisers in connection with making a decision regarding this transaction and as to the U.S. federal, and applicable U.S. state, local, and foreign, tax consequences to it of the transaction contemplated hereby in light of such holders' specific circumstances.

(c)        For purposes of the U.S. Exchange Act, it is intended that the Offer be made pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act and benefitting from exemptions available to "Tier I" cross-border tender offers. Accordingly, the Offer will be subject to disclosure and other procedural requirements under the applicable laws of the United Kingdom, including with respect to offer timetable, settlement procedures and timing of payments that may be materially different from those applicable under U.S. domestic tender offer procedures and law, and certain rules applicable to tender offers made into the United States, including rules promulgated under Section 14(d), Section 14(e)(1) and Section 14(e)(2) of the U.S. Exchange Act, do not apply.

(d)        Nioko will acquire all Hummingbird Shares that have by that time been validly tendered (or deemed to have been validly tendered) in acceptance of the Offer and will, in accordance with the Takeover Code, settle the relevant consideration for all such accepted Hummingbird Shares (other than in respect of Hummingbird Shares acquired pursuant to the Hummingbird Share Plans, in respect of which settlement with the relevant Hummingbird Shareholders will be effected through payroll or such other method as may be determined by Hummingbird or Nioko), within 14 days of the later of (i) 3 February 2025 (for valid acceptances received prior to such date) and (ii) the date of receipt of an acceptance complete in all respects (for valid acceptances received after such date), rather than the three trading days that U.S. investors may be accustomed to in U.S. domestic tender offers.

(e)        To the extent permitted by the Takeover Code and applicable law, in accordance with normal UK practice and Rule 14e-5(b) under the U.S. Exchange Act, Nioko and its nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Hummingbird Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Also, to the extent permitted by the Takeover Code and applicable law in accordance with normal UK practice and Rule 14e-5(b) of the U.S. Exchange Act, Stifel, Strand Hanson, Hannam & Partners and SCP Resource will continue to act as exempt principal traders in Hummingbird Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

(f)         Neither the SEC nor any US state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence.

(g)        Nioko is an investment company registered in the Trade and Personal Property Credit Register of Burkina Faso. The Nioko Directors are residents of countries other than the United States and are not citizens of the United States. As a result, it may be difficult for investors to effect service of process within the United States upon the Nioko Directors or otherwise compel Nioko, Hummingbird or their respective directors, officers and affiliates to subject themselves to the jurisdiction and judgment of a U.S. court. It may not be possible to sue Nioko or Hummingbird, or any of their respective directors, officers or affiliates, in a non-U.S. court for violations of U.S. securities laws. There is doubt as to the enforceability in the United Kingdom, in original actions or in actions for enforcement of judgments of the U.S. courts, of civil liabilities predicated upon U.S. federal securities laws.

Part C
TAXATION

The following paragraphs provide summary information on taxation as a guide only and are not a substitute for professional tax advice. Any tax consequences of the Offer for a Hummingbird Shareholder will depend on their particular circumstances. Any Hummingbird Shareholders who are in any doubt about their tax position, or who are resident for tax purposes outside the UK, should contact an appropriate tax adviser.

1.         UK TAXATION

The comments set out below summarise certain limited aspects of the UK taxation treatment of certain Hummingbird Shareholders under the Offer and do not purport to be a complete analysis of all tax considerations relating to the Offer. They are based on current UK legislation as applied in England and Wales and what is understood to be current HM Revenue and Customs ("HMRC") practice (which may not be binding on HMRC), both of which are subject to change, possibly with retrospective effect. They are not, and should not be taken as being, advice.

The comments are intended as a general guide and do not deal with certain categories of Hummingbird Shareholder such as: persons subject to special tax regimes (such as collective investment schemes and persons subject to UK tax on the remittance basis) or able to benefit from specific reliefs or exemptions (such as charities); brokers, dealers in securities, intermediaries, insurance companies, trustees of certain trusts; persons holding their Hummingbird Shares as part of hedging or commercial transactions; persons who have or could be treated for tax purposes as having acquired their Hummingbird Shares in connection with a trade, profession or vocation carried out in the UK (whether through a branch or agency or otherwise), who are connected with Hummingbird or who have or could be treated for tax purposes as having acquired their Hummingbird Shares by reason of employment or as holding their Hummingbird Shares as carried interest. Nothing in these paragraphs should be taken as providing personal tax advice. In particular, the following paragraphs do not refer to UK inheritance tax. They also assume that the changes announced (on 30 October 2024) by the UK Government in the Budget proposals are implemented in full.

References in this paragraph 1 to "UK Holders" are to Hummingbird Shareholders who: (a) are resident for tax purposes in, and only in, the UK at all relevant times and, in the case of individuals, to whom "split year" treatment does not apply, and who are domiciled, or deemed domiciled, for tax purposes only in the UK; (b) hold their Hummingbird Shares as an investment (other than under a self-invested personal pension plan or individual savings account); and (c) are the absolute beneficial owners of their Hummingbird Shares.

1.1        UK tax on chargeable gains

The transfer of Hummingbird Shares to Nioko in exchange for Cash Consideration under the Offer should be treated as a disposal of a UK Holder's Hummingbird Shares for the purposes of UK taxation of chargeable gains. Depending on a UK Holder's specific circumstances (including the UK Holder's base cost and the availability of any exemptions, reliefs and/or allowable losses), the disposal of the UK Holder's Hummingbird Shares may give rise to a liability to UK taxation on chargeable gains or an allowable capital loss.

(a)        Subject to any available exemption, relief or allowance, chargeable gains made by a UK Holder who is an individual will generally be charged to capital gains tax at a rate of either 18 per cent. or 24 per cent., depending on the total amount of the individual's taxable income and chargeable gains for the tax year. The chargeable gains annual exempt amount (which for individuals, is £3,000 for the tax year running from 6 April 2024 to 5 April 2025) may be available to any individual UK Holder to offset any chargeable gain (to the extent it is not otherwise utilised).

(b)        Subject to any available exemption, relief or allowance, chargeable gains of a UK Holder within the charge to UK corporation tax will be charged to corporation tax on chargeable gains at the applicable corporation tax rate. In respect of the financial year running from 1 April 2024 to 31 March 2025: (i) for companies whose profits are under £50,000, the applicable rate is the small profits rate of 19 per cent.; (ii) for companies whose profits are in excess of £250,0000, the applicable rate is the main rate of 25 per cent.; and (iii) for companies whose profits fall between £50,000 and £250,000, they can claim marginal relief which gives them an effective rate between 19 per cent. and 25 per cent.. For a UK Holder within the charge to UK corporation tax who acquired their Hummingbird Shares before 31 December 2017, an indexation allowance may be available to reduce the amount of the chargeable gain realised (but not to create or increase any allowable loss) on a disposal of those Hummingbird Shares.

1.2        UK stamp duty and stamp duty reserve tax ("SDRT")

No UK stamp duty or SDRT should be payable by any Hummingbird Shareholder on the transfer of their Hummingbird Shares to Nioko.

PART 5
DEFINITIONS

The following definitions apply throughout this document (other than in those parts of this document containing separate definitions) unless the context otherwise requires.

"2022-2023 Hummingbird Annual Report"	the annual report and audited accounts of the Hummingbird Group for the year ended 31 December 2023;
"2023-2024 Hummingbird Annual Report"	the annual report and audited accounts of the Hummingbird Group for the Financial Year ended 31 December 2024;
"AIM"	the AIM market operated by the London Stock Exchange;
" AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time);
"associated undertaking"	shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations;
"Business Day"	a day, not being a public holiday in the UK, a Saturday or Sunday, on which clearing banks in London are open for normal business;
"Cash Consideration"	the cash consideration of 2.6777 pence per Hummingbird Share payable to Hummingbird Shareholders by Nioko under the Offer in respect of each Hummingbird Share, as may be adjusted in accordance with the terms of the Offer as set out in this document;
"certificated" or "in certificated form"	in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST);
"CIG"	CIG SA, an investment company registered in the Trade and Personal Property Credit Register of Burkina Faso with registered number BF OUA 2019 B 2606, and which is controlled by the same principal as Hummingbird's primary lending bank;
"CIG Parties"	together CIG, Nioko and Coris Bank;
"CIG Subscription Agreement"	the agreement dated 27 November 2024 between (1) Hummingbird (2) CIG and (3) Nioko pursuant to which the Debt-to-Equity Conversion has been implemented;
"Circular"	the circular distributed to the Ordinary Shareholders on 5 December 2024 in relation to the General Meeting to be held on 23 December 2024;
"Closing Date"	the closing date as will be specified by Nioko through a Regulatory Information Service, with shareholders receiving at least 14 days' notice prior to the specified date, falling at least 21 days after the posting of this Offer Document;
"Closing Price"	the closing middle market quotations of a share derived from Bloomberg;
"Companies Act"	the Companies Act 2006, as amended from time to time;
"Confidentiality Agreement"	the confidentiality agreement between CIG and Coris Holdings and Hummingbird dated 28 October 2024;
"Coris Bank"	company registered in the Trade and Personal Property Credit Register Burkina Faso with a registered address at Bd de L'Insurrection Populaire des 30 et 31 Octobre 2014, 01 Bp 6092 Ouagadougou, Burkina Faso. Coris and its wholly-owned subsidiaries (together (but excluding CIG)),
"Coris Holdings"	Coris Holdings SA, a 63.61 per cent. shareholder in Coris Bank;
"Court"	the High Court of Justice in England and Wales;
"Court Meeting"	if the Offer is to be implemented by means of a Scheme, the meeting of Hummingbird Shareholders (or the relevant classes thereof) to be convened at the direction of the Court pursuant to Part 26 of the Companies Act at which a resolution will be proposed to approve the Scheme (with or without amendment), including any adjournment, postponement or reconvening thereof;
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in the CREST Manual);
"CREST Manual"	the CREST Manual published by Euroclear, as amended from time to time;
"Dealing Disclosure"	a dealing disclosure in accordance with Rule 8 of the Takeover Code;
"Debt-to-Equity Conversion"	the conversion at the Offer Price of the US$30 million principal amount under the New CIG Loan into the new Ordinary Shares on the terms set out in the CIG Subscription Agreement, with such conversion having taken place in two stages, the Stage 1 Conversion and the Stage 2 Conversion;
"December General Meeting"	the general meeting of Hummingbird held on 23 December 2024;
"Disclosure Guidance and Transparency Rules"	the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA;
"Electronic Acceptance"	the inputting and settling of a TTE instruction which constitutes or is deemed to constitute an acceptance of the Offer on the terms set out in this document;
"ESA instruction"	an Escrow Account Adjustment Input (AESN), transaction type "ESA" (as described in the CREST Manual);
"Euroclear"	Euroclear UK & International Limited;
"European Union"	the economic and political confederation of European nations which share a common foreign and security policy and co-operate on justice and home affairs known as the European Union;
"FCA" or "Financial Conduct Authority"	the Financial Conduct Authority or its successor from time to time;
"FCA Handbook"	the FCA's Handbook of rules and guidance as amended from time to time;
"Form of Acceptance"	the form of acceptance and authority relating to the Offer for use by Hummingbird Shareholders who hold Hummingbird Shares in certificated form;
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting"	if the Offer is to be implemented by means of a Scheme, the general meeting of Hummingbird Shareholders to be convened to consider and if thought fit pass, inter alia, the resolutions (with or without amendment) in relation to the Scheme including any adjournments, postponement or reconvening thereof;
"HIPPO 2016"	the Hummingbird Incentive Plan - Performance Orientated adopted by the Hummingbird Board on 9 September 2016;
"HIPPO 2018"	the Hummingbird Incentive Plan - Performance Orientated 2018 adopted by the Hummingbird Board on 12 April 2018 and amended by the Hummingbird Board on 24 January 2019;
"HIPPO 2020"	the Hummingbird Incentive Plan - Performance Orientated adopted by the Hummingbird Board on 27 February 2020;
"holder"	a registered holder, including any person entitled by transmission;
"Hummingbird"	Hummingbird Resources plc, a company registered in England and Wales with company number 05467327;
"Hummingbird Board" or "Hummingbird Directors"	the directors of Hummingbird;
"Hummingbird Deferred Share Awards"	the Hummingbird Non-executive Director Deferred Share Award agreements;
" FEAP"	the Hummingbird Founders Equity Alignment Plan established by the Hummingbird Board on 29 May 2014, approved by the Hummingbird Shareholders on 1 July 2014 and amended by the Hummingbird Board on 29 November 2023;
"Hummingbird Group"	together Hummingbird and its subsidiary undertakings and where the context permits, each of them;
"Hummingbird LTIP 2021"	the Hummingbird Incentive Plan - Long Term Incentive Plan 2021 adopted by the Hummingbird Board on 3 November 2021 and amended by the Hummingbird Board on 17 October 2023;
"Hummingbird Remuneration Committee"	the remuneration committee of the board of directors of Hummingbird;
"Hummingbird Share Plans"	the HIPPO 2016, the HIPPO 2018, the HIPPO 2020, the Hummingbird LTIP 2021 and the Hummingbird Deferred Share Awards;
"Hummingbird Shareholders"	the holders of Hummingbird Shares, but the term shall, where the context requires, exclude Nioko;
"Hummingbird Shares"	the existing unconditionally allotted or issued and fully paid ordinary shares of 1p each in the capital of Hummingbird and any further shares which are unconditionally allotted or issued before the Offer closes (or before such earlier date as Nioko, subject to the Takeover Code, may determine);
"Independent Hummingbird Directors"	all of the Hummingbird Directors, with the exception of Geoff Eyre and Oumar Toguyen;
"ISIN"	International Securities Identification Number;
"Latest Practicable Date"	10 January 2025 (being the latest practicable date prior to the publication of this document);
"London Stock Exchange"	London Stock Exchange plc or its successor;
"Meetings"	if the Offer is to be implemented by means of a Scheme, the Court Meeting and the General Meeting;
"New CIG Loan"	the consolidated loan for approximately US$30 million under a loan agreement dated 6 November 2024 between CIG and Hummingbird;
"Nioko"	Nioko Resources Corporation an investment company registered in the Trade and Personal Property Credit Register of Burkina Faso with registered number BF OUA 2019 B 2606 whose registered office is at 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, a wholly owned subsidiary of CIG;
"Nioko Board" or "Nioko Directors"	the directors of Nioko;
"Offer"	the recommended all cash offer by Nioko for the entire issued, and to be issued, share capital of Hummingbird not already owned, or agreed to be acquired by Nioko by means of a takeover offer for the purposes of Part 28 of the Companies Act, or should Nioko so elect with the consent of the Panel and the consent of Hummingbird, by means of a Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof;
"Offer Document"	this documented dated 13 January 2025;
"Offer Period"	the offer period (as defined in the Takeover Code) relating to Hummingbird which commenced on 6 November 2024 until the time and date of an announcement that the Offer has closed;
"Offer Price"	for each Ordinary Share 2.6777 pence in cash;
"Official List"	the Official List of the FCA;
"Opening Position Disclosure"	an announcement pursuant to Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Offer;
"Operational and Financial Position Update"	The announcement via RNS on 23 December 2024 whereby Hummingbird provided an update regarding its operations and financial position;
"Ordinary Shares"	ordinary shares of £0.01 each in the capital of Hummingbird;
"Overseas Shareholders"	holders of Hummingbird Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;
"Panel"	the UK Panel on Takeovers and Mergers;
Previous Announcements	(i) dated 6 November 2024 as required by Rule 2.4 of the Takeover Code, (ii) dated 28 November 2024 in respect of the Debt to Equity Conversion, (iii) dated 5 December 2024 in relation to the Circular, and (iv) dated 23 December 2024 in relation to the operational and financial position of Hummingbird;
"Previous Acceptor"	has the meaning given to it in paragraph 4(a) of Part  A of Part 3 (Further terms of the Offer and Acceptances) of this document;
"Receiving Agent" or "Link Group" or "Registrar"	Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL;
"Register"	the register of members of Hummingbird kept and maintained on behalf of Hummingbird by the Registrar;
"Registrar of Companies"	the Registrar of Companies in England and Wales;
"Regulations"	the Uncertified Securities Regulations 2001;
"Regulatory Information Service"	a regulatory information service as defined in the FCA Handbook;
"relevant securities"	"relevant securities" as defined in the Takeover Code;
"Resolutions"	if the Offer is to be implemented by means of a Scheme, the resolution(s) to be proposed at the General Meeting necessary to implement the Scheme, including, amongst other things, a special resolution proposed in connection with, inter alia, implementation of the Scheme and certain amendments to be made to the articles of association of Hummingbird;
"Restricted Jurisdiction"	each of Australia, New Zealand, the Republic of South Africa and Japan and any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Hummingbird Shareholders in that jurisdiction;
"Rule 2.7 Announcement"	the announcement made under Rule 2.7 of the Takeover Code on 16 December 2024 regarding the Offer;
"Rule 9 Panel Waiver"	the waiver granted by the Takeover Panel, subject to approval of the independent shareholders, of any obligation on Nioko (both individually and collectively with those parties deemed to be acting in concert with it) to make a mandatory offer to Shareholders for the Ordinary Shares not owned by Nioko following any increase in the percentage of Ordinary Shares carrying voting rights that Nioko are interested in as a result of the Debt-to-Equity Conversion;
"Rule 9 Waiver Resolution"	Resolution 3 as set out in the Notice of General Meeting circulated by Hummingbird on 5 December 2024;
"Sanction Hearing"	if the Offer is to be implemented by means of a Scheme, the Court hearing to sanction the Scheme;
"Scheme" or "Scheme of Arrangement"	subject to the consent of the Panel and the consent of Hummingbird, should the Offer be implemented by means of a scheme of arrangement under Part 26 of the Companies Act between Hummingbird and the holders of the Hummingbird Shares to which the Scheme applies, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Hummingbird and Nioko;
"Scheme Court Order"	should the Offer be implemented by means of a Scheme, the order of the Court sanctioning the Scheme;
"SEC"	the United States Securities and Exchange Commission;
"Shareholder Helpline"	the shareholder telephone helpline operated by Link Group on Tel: [phone] from the UK and [phone] from overseas;
"Stage 1 Conversion"	the increase of Nioko's voting rights from 41.81 per cent. to approximately 49.9 per cent. in Hummingbird as per the terms of the CIG Subscription Agreement;
"Stage 2 Conversion"	the increase of Nioko's voting rights from 49.9 per cent. to 71.8 per cent. of Hummingbird's enlarged share capital as per the terms of the CIG Subscription Agreement;
"subsidiary", "subsidiary undertaking" and "undertaking"	shall be construed in accordance with the Companies Act;
"Takeover Code"	the City Code on Takeovers and Mergers issued by the Panel on Takeovers and Mergers, as amended from time to time;
"TFE instruction"	Transfer from Escrow (as defined in the CREST Manual);
"TTE instruction"	Transfer to Escrow (as defined in the CREST Manual);
"UK" or "United Kingdom"	United Kingdom of Great Britain and Northern Ireland.
"uncertificated" or in "uncertificated form"	a share or other security title to which is recorded in the relevant register of the share or security as being held in uncertificated form, in CREST, and title to which, by virtue of the Regulations may be transferred by means of CREST;
"U.S." or "United States"	United States of America;
"U.S. Exchange Act"	the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

In this document, the following terms have the meaning given to them in the Takeover Code: "acting in concert", "connected adviser", "dealing" (and "dealt" shall be construed accordingly), "derivative",

"exempt fund manager", "exempt principal trader", "interests in securities" (and reference to a person having an interest in securities shall be construed accordingly).

Unless otherwise indicated, all references in this document to "sterling", "pounds sterling", "£", "pence", "penny" or "p" are to the lawful currency of the United Kingdom.

Words importing the singular shall include the plural and vice versa. Words importing the masculine gender shall include the feminine or neutral gender and vice versa.

The terms "parent undertaking", "subsidiary undertaking" and "associated undertaking" shall have the same meanings as defined in section 1162 of the Companies Act and references to "parent" and "subsidiary" shall be interpreted accordingly.

All references to an "adjournment" of a meeting or to a meeting being "adjourned" shall be deemed to include a postponement of that meeting or that meeting being postponed,

All references to a statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.

All the times referred to in this document are London (UK) times unless otherwise stated.

PART 6
HUMMINGBIRD'S EMPLOYEE REPRESENTATIVE AND PENSION
SCHEME TRUSTEE

As required under Rule 2.11(d) of the Takeover Code, Hummingbird has informed its employee representatives of their right under Rule 25.9 to have a separate opinion on the effects of the offer on employment or the pension scheme, as applicable, appended to this document and that Hummingbird would be responsible for the costs reasonably incurred by the employee representatives in obtaining advice for the verification of the information contained in their opinion.

If Hummingbird receives a request for and obtains any such opinion following the publication of this document, Hummingbird will publish it on its website and make an announcement in accordance with Rule 25.9(b) of the Takeover Code.

 

END