Article content
LONDON, March 11, 2025 (GLOBE NEWSWIRE) — Hummingbird Resources PLC (“Hummingbird”), a West African gold mining company, announced today that in connection with the implementation of a take-over of Hummingbird pursuant to the UK Takeover Code, as at 3:00 p.m. (London time) on March 10, 2025, Nioko Resources Corporation, a wholly-owned subsidiary of CIG SA, an investment company incorporated in Burkina Faso (“Nioko”) held, or had received valid acceptances in respect of a total of 1,656,818,333 Hummingbird Shares, representing approximately 97.3 per cent. of Hummingbird’s existing issued share capital and 90.7 per cent. of the shares of Hummingbird to which the take-over offer relates (the “Hummingbird Shares”).
Article content
Accordingly, as Nioko has now received acceptances in respect of, or has acquired, or unconditionally contracted to acquire, 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 the Hummingbird Shares, Nioko intends to soon exercise its right to implement the statutory procedure to compulsorily acquire the remaining Hummingbird Shares and will shortly be despatching formal compulsory acquisition notices under sections 979 and 980 of the UK Companies Act 2006 (the “Compulsory Acquisition Notices”). It is anticipated that the compulsory acquisition of Hummingbird Shares will be completed approximately six weeks from the date of the Compulsory Acquisition Notices. Upon completion of the compulsory acquisition, Hummingbird will become a wholly-owned subsidiary of Nioko.
CIG SA (through Nioko or other of its affiliates) had been a 42 per cent. shareholder of Hummingbird since February 2023, and CIG SA, and parties related thereto, had advanced various loans to Hummingbird and other operating companies within the Hummingbird group structure. Nioko’s acquisition of the Hummingbird Shares was made as part of a wider transaction involving the conversion of debt owing from Hummingbird to CIG SA and its affiliates into equity, during a period in which Hummingbird and its subsidiaries were experiencing severe financial distress. The offer for the Hummingbird Shares was made in order to give Hummingbird shareholders an opportunity to realise some value for their investment and to facilitate the delisting of Hummingbird from the AIM market of the London Stock Exchange, which delisting was completed on March 3, 2025.
Article content
Hummingbird continues to own 59,427,783 common shares in the capital of Pasofino Gold Limited (“Pasofino”, and such common shares, the “Common Shares”), representing approximately 50.8 per cent. of the issued and outstanding Common Shares, and 2,700,000 warrants convertible into Common Shares on a one-for-one basis in the capital of Pasofino.
Subject to applicable law, Hummingbird will continue to review its holdings of Common Shares, and depending on market conditions, general economic conditions and industry conditions, Pasofino’s business and financial condition and prospects and/or other relevant factors, may increase or decrease its investment in the Common Shares.
Hummingbird has no current plans or intentions with respect to Pasofino, other than it has exercised its rights under the investor rights agreement dated December 8, 2023 between Hummingbird and Pasofino (the “IRA”) to effect a change in the board of directors of Pasofino (the “Board”) as currently constituted. As outlined in letters addressed to Pasofino, Hummingbird exercised its rights under the IRA and may designate up to three (3) individuals to replace the current Investor Designees (as defined in the IRA).
Article content
Hummingbird and Nioko are also challenging Pasofino’s position that the Shareholder Rights Plan Agreement dated November 1, 2024 (the “Rights Plan”) has been validly triggered. Hummingbird and Nioko may bring proceedings before the British Columbia Superior Court and the Ontario Capital Markets Tribunal to block and/or terminate the Rights Plan and/or to enforce Hummingbird’s rights under the IRA.
Hummingbird’s registered office is located at located 26 Mount Row, London, W1K 3SQ. Pasofino’s head office is located at 366 Bay Street, Suite 200 Toronto, ON M5H 4B2, Canada.
An early warning report containing additional information with respect to the foregoing matters has been filed under Pasofino’s SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report may be obtained by contacting: James Husband at +44 (0)20 7409 6660.
Share this article in your social network
