Extension of PUSU Deadline

Hummingbird Resources PLC

04 December 2024

 

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

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

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

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

FOR IMMEDIATE RELEASE

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

04 December 2024

Hummingbird Resources plc

("Hummingbird", the "Group" or the "Company")

Extension of PUSU Deadline under Rule 2.6(c) of the Code

On 6 November 2024, the Board of Hummingbird (the "Board") announced that it had received a proposal from Nioko Resources Corporation ("Nioko") and CIG SA ("CIG") for a debt-to-equity conversion by CIG, whereby the principal amount outstanding under the New CIG Loan would be converted into new ordinary shares in the capital of the Company to be issued to CIG's subsidiary, Nioko, at a conversion price of 2.6777 pence per Ordinary Share (the "Debt-to-Equity Conversion"), and possible cash offer for the entire issued ordinary share capital of the Company that it does not hold at a price of 2.6777 pence per Ordinary share (the "Offer Price").

Nioko and CIG are required, by no later than 5.00 p.m. (London time) on 4 December 2024 (the "PUSU Deadline"), to either announce a firm intention to make an offer ("Possible Offer") for Hummingbird in accordance with Rule 2.7 of the Code or announce that they do not intend to make an offer for Hummingbird, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies.

Nioko and CIG have confirmed that the due diligence exercise referenced in Hummingbird's announcement on 6 November 2024 is progressing and discussions between Hummingbird, CIG and Nioko remain ongoing.

In accordance with Rule 2.6(c) of the Code, the Board has requested, and the Panel on Takeovers and Mergers (the "Panel") has consented to, an extension to the deadline by which Nioko and CIG are required either to announce a firm intention to make an offer for Hummingbird in accordance with Rule 2.7 of the Code or to announce that they does not intend to make an offer, until 5.00 p.m. (London time) on 3 January 2025 (the "Revised PUSU Deadline"). The Revised PUSU Deadline may only be extended with the agreement of Hummingbird and the Panel in accordance with Rule 2.6(c) of the Code.

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

This statement is being made by Hummingbird with the approval of Nioko and CIG. While discussions are ongoing, there is no certainty that a firm offer will be made, even if any pre-conditions are satisfied or waived. A further announcement will be made as and when appropriate. Shareholders of Hummingbird Resources are strongly advised not to take any action at this time.

Capitalised terms in this announcement, unless otherwise defined, have the same meaning given to them in the announcement issued by the Company on 6 November 2024.

**ENDS**

Notes to Editors:

Hummingbird Resources plc (AIM: HUM) is a leading multi-asset, multi-jurisdiction gold producing company, member of the World Gold Council and founding member of Single Mine Origin (www.singlemineorigin.com). The Company currently has two core gold projects, the operational Yanfolila Gold Mine in Mali, and the Kouroussa Gold Mine in Guinea, which will more than double current gold production once at commercial production. Furthermore, the Company has a controlling interest in the Dugbe Gold Project in Liberia that is being developed by joint venture partners, 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. Our vision is to continue to grow our asset base, producing profitable ounces, while central to all we do being our Environmental, Social & Governance ("ESG") policies and practices.

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

Geoff Eyre, Interim CEO Thomas Hill, FD Edward Montgomery, CD	Hummingbird Resources plc	Tel: [phone]
Callum Stewart Varun Talwar	Stifel Nicolaus Europe Joint Financial Adviser	Tel: [phone]
James Spinney James Dance Ritchie Balmer David Asquith	Strand Hanson Limited Nominated Adviser & Joint Financial Adviser	Tel: [phone]
James Asensio Charlie Hammond	Canaccord Genuity Limited Broker	Tel: [phone]
Bobby Morse Oonagh Reidy George Pope	Buchanan (PR Adviser to Hummingbird Resources plc) Financial PR/IR	Tel:  [phone] Email: [e-mail]
Jos Simson Gareth Tredway	Tavistock (PR Adviser to Nioko Resources Corporation)	Tel: [phone]

IMPORTANT NOTICES

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

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

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

Publication on website

Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Possible Offer will, subject to certain restrictions, be available for inspection by Hummingbird on its website at https://www.Hummingbird.co.uk/investors/possible-offer/ no later than 12 noon (London time) on the day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Disclosure requirements of the Code

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

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

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

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

 

END