Aim Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules for Companies.

Business Description, Incorporation and Operation

Hummingbird Resources plc is a mineral exploration company incorporated in England and Wales and headquartered in London. Founded in late 2005, Hummingbird Resources is a West African gold explorer and developer (AIM:HUM), which listed on AIM in December 2010 with a maiden N143-101 compliant Resource of 0.8Moz gold resource in Liberia. Since IPO, the Company has significantly grown its initial resource to 4.2Moz at its Dugbe Gold Project in Liberia, West Africa.

In July 2014 the Company acquired all of Gold Fields’ gold assets in Mali, currently its main country of operation, including the 2.2Moz Yanfolila Gold Mine which poured first gold in December 2017 and is targeted to produce circa.130,000oz gold in its first full year of operations.

In addition to Hummingbird’s production and development assets, the Company also has an exploration footprint of ~5,000km2 and a 34% interest in AIM listed Cora Gold, which is advancing a portfolio of prospects in Mali and Senegal.

Corporate Governance

The Company is subject to the corporate governance regime of the United Kingdom. The Directors acknowledge the importance of the guidelines set out in the Corporate Governance Code and the QCA Guidelines and therefore intend to comply with these so far as is appropriate having regard to the size and nature of the Company.

The board currently comprises seven members, two of whom are executive. The board meets regularly and is responsible for strategy, performance, approval of major capital projects and the framework of internal controls. To enable the board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of board meetings, and all Directors have access to the advice and services of the Company Secretary. The Articles of Association provide that Directors will be subject to re-election at the first opportunity after their appointment and they will voluntarily submit to re-election at intervals of three years. The Board is supported in its decision making by three committees:

The Audit Committee The Audit Committee oversees and reviews the Company’s financial reporting and internal control processes, its relationship with external auditors and the conduct of the audit process together with its process for ensuring compliance with laws, regulations and corporate governance. The Company’s external auditors are invited to attend the meetings of the Committee on a regular basis. The Audit Committee comprises David Straker-Smith (Chairman), Ernie Nutter and Stephen Betts.

The Technical Advisory Committee The Technical Advisory Committee acts as an independent body of experts for the Company in order to establish formal and transparent arrangements to assist the Company in assessing and guiding technical and operational performance.

The SHEC Committee The Safety, Health, Environment and Community (‘SHEC’) Committee acts as an independent body of experts to establish formal and transparent arrangements for considering how the Board should assist the Company to meet its commitments under the Group’s Safety, Health, Environment and Community (SHEC) Policy, complying with its obligations concerning occupational and community health and safety, environmental performance and compliance and community engagement.

Takeover Code Disclosure

Hummingbird Resources Plc is a company incorporated in England and Wales, and is currently subject to the UK City Code on Takeovers and Mergers.

Securities Information

Exchanges & Platforms
The Company’s ordinary shares are admitted to trading on AIM.

Securities in Issue
The total number of ordinary shares in issue is 351,826,899. There are no ordinary shares held in treasury.

Securities not in Public Hands
The percentage of the Company’s ordinary shares not held in public hands is 30.93%.

Significant Shareholders
The shareholders set out below hold greater than 3% of the issued share capital:

Shareholder* %
The Capital Group Companies Inc 8%
Gold Fields Limited 6.2%
Odey Asset Management 6.0%
Majedie Asset Management Limited 5.4%
Standard Life Aberdeen plc 5.05%
Sustainable Capital Ltd 3.2%

Directors Holdings: Daniel Edward Betts 1.4%.

*Securities Information Updated on 27/02/2019

Restrictions on Transfer There are currently no restrictions on the transfer of securities.


Nominated Advisor

Strand Hanson Limited
26 Mount Row
London W1K 3SQ
United Kingdom


Canaccord Genuity 88 Wood Street London EC2V 7RS United Kingdom


25 Farringdon St
London EC4A 4AB
United Kingdom

Solicitors to the Company (UK Law)

Gowlings WLG (UK) LLP
4 More London Riverside
London SE1 2AU
United Kingdom

Competent Person

CSA Global (UK) Ltd
2 Peel House
Barttelot Road Horsham
West Sussex RH12 1DE
United Kingdon


Link Asset Services 6th Floor 65 Gresham Street London EC2V 7NQ United Kingdom

Qualified Person

David Pelham has approved the technical information contained within this website in his capacity as a qualified person, as required under the AIM rules. David Pelham is a member of the Institute of Materials, Minerals and Mining.


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