HUM Hummingbird Resources Plc

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

THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE. THE OFFER DOCUMENT CONTAINS THE FULL TERMS OF THE OFFER, INCLUDING DETAILS OF HOW TO ACCEPT THE OFFER. ANY RESPONSE TO THE OFFER SHOULD BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.

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

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

13 January 2025

Unconditional Recommended Cash Offer

by

Nioko Resources Corporation
("Nioko")

for

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

Publication of Offer Document

Further to the announcement of 16 December 2024 regarding the agreement reached by Nioko and Hummingbird on the terms of a recommended all cash offer to be made by Nioko for the entire issued and to be issued ordinary share capital of Hummingbird not already owned, or agreed to be acquired, by Nioko (the "Offer"), Hummingbird is pleased to note that the offer document in respect of the Offer (the "Offer Document") setting out, inter alia, the terms of the Offer and procedures for accepting the Offer, together (where applicable) with the related Form of Acceptance (in relation to Hummingbird Shares held in certificated form), is today being published and posted to Hummingbird Shareholders.

On 2 January 2025, Nioko informed Hummingbird that it wished to waive the outstanding Original Conditions. As such, the 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 final Closing Date (currently expected to be 3 February 2025), with shareholders receiving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after the posting of the Offer Document). The Offer will therefore be open for acceptances until 1.00 p.m. (London time) on the Closing Date.

A further announcement will be made in due course confirming the Closing Date and the final settlement date in respect of the Offer.

The Offer Document will be made available for download via Hummingbird's website at www.hummingbirdresources.co.uk and Nioko's website at https://niokoresources.com.

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 issued 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 ("Cancellation"). Nioko currently holds 71.8 per cent. of Hummingbird's existing issued ordinary share capital. Following the proposed Cancellation, Hummingbird Shares would no longer remain tradeable on AIM and liquidity in, and marketability of, the Ordinary Shares would be more limited, and holdings of Ordinary Shares could be difficult to value and to trade.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Offer Document. All references to times in this announcement are to London time unless stated otherwise.

Action to be taken by Hummingbird Shareholders

The Offer Document (including any documents incorporated into it by reference) should be read as a whole and, for Hummingbird Shareholders which hold their shares in certificated form, in conjunction with the accompanying Form of Acceptance.

Hummingbird Shareholders wishing to accept the Offer in respect of Hummingbird Shares held in uncertificated form (that is, shares held in CREST) should make their acceptance electronically through CREST by following the procedure set out in paragraph 15.2 of Part 1 (Letter from Nioko) of the Offer 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.

Hummingbird Shareholders wishing to accept the Offer in respect of Hummingbird Shares held in certificated form, 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 the Offer 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.

Shareholder helpline

If Hummingbird Shareholders have further questions on the Offer, 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 operationalsupportteam@linkgroup.co.uk. The Shareholder Helpline is operated by Link Group on Tel: 0371 664 0321 from the UK and +44 371 664 0321 from overseas.

**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. 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:

Important Notices

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

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

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

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

Inside information

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

The person responsible for making this announcement on behalf of Hummingbird is Geoff Eyre, Chief Executive Officer.

Further information

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

Responsibility

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

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

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

Cautionary note regarding forward-looking statements

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

Publication on websites

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available on Nioko's website (https://niokoresources.com) and on Hummingbird's website (https://www.hummingbirdresources.co.uk/) by no later than 12 noon on 14 January 2025.

Disclosure requirements of the Code

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

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

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

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

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.