Announcement • Feb 19
Hummingbird Resources Shares to Cancel from AIM Effective March 03 On 16 December 2024, the boards of each of Nioko Resources Corporation and Hummingbird Resources PLC announced that they had reached agreement on the terms of a recommended all cash offer to be made by Nioko for the entire issued and to be issued share capital of Hummingbird not already owned, or agreed to be acquired, by Nioko (the Offer). The Offer remains open for acceptance by Hummingbird Shareholders. Nioko shall, at the appropriate time, give Hummingbird Shareholders 14 calendar days' notice of the Closing Date by way of announcement. As previously communicated to Hummingbird Shareholders, Hummingbird has made an application to the London Stock Exchange for the cancellation of the admission to trading of Hummingbird Shares on AIM (the Cancellation). As set out in Hummingbird's announcement on 31 January 2025, Cancellation is expected to take effect on or shortly after 7.00 a.m. on 3 March 2025 and, accordingly, the final day of trading on AIM of Hummingbird Shares will be on 28 February 2025. As soon as possible after the Cancellation, it is intended that Hummingbird will be re-registered as a private limited company. If Hummingbird Shareholders do not accept the Offer prior to Cancellation, then following the Cancellation and re-registration of Hummingbird as a private limited company, Hummingbird Shares would no longer be tradeable on AIM and liquidity in, and marketability of, such Hummingbird Shares would be extremely limited, and holdings of the Hummingbird Shares would be difficult to value and to trade. This is particularly the case given there is no intention to put in place a match bargain trading facility. Hummingbird Shareholders are therefore reminded of the Independent Hummingbird Directors' recommendation that all Hummingbird Shareholders accept the Offer prior to the Closing Date. New Risk • Jan 13
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 109% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (26% average weekly change). Earnings have declined by 50% per year over the past 5 years. Shareholders have been substantially diluted in the past year (109% increase in shares outstanding). Minor Risk Market cap is less than US$100m (UK£43.5m market cap, or US$52.7m). New Risk • Nov 20
New major risk - Revenue and earnings growth Earnings have declined by 50% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (21% average weekly change). Earnings have declined by 50% per year over the past 5 years. Minor Risks Shareholders have been diluted in the past year (35% increase in shares outstanding). Market cap is less than US$100m (UK£15.4m market cap, or US$19.5m). 
