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 0.4Moz 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, including the 2.2Moz Yanfolila Project which is currently under construction and due to produce 130,000oz gold in its first year of operations. Hummingbird is now a multi-project, near-term producer with a 6.4Moz of gold and c5,000 km2 of exploration ground.

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.

Board
The board currently comprises seven members, three 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.

Audit Committee
The audit committee comprises Matthew Idiens (Chairman) and Stephen Betts. The audit committee is responsible for reviewing a wide range of financial matters including the annual and interim reports, the Company’s internal control and risk management system. The audit committee’s responsibilities include meeting with the Company’s auditors and agreeing the scope of their audit.

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 343,241,250. 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%
Pageant Holdings Ltd 4.69%
Fidelity Investments 3.2%

Directors Holdings: Daniel Edward Betts 1.4%.

*Securities Information Updated on 07/11/2017

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

Advisers

Nominated Adviser

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

Broker

Beaufort Securities Limited
131 Finsbury Pavement
London EC2A 1NT
United Kingdom

Auditors

RSM UK Audit LLP
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

Solicitors to the Company (Liberian Law)

Brumskine & Associates
P.O. Box 1344
Tubman Boulevard
Congo Town
Monrovia Liberia

Competent Person

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

Registrars

Capita Registrars Limited
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
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 Director of the Company and is a member of the Institute of Materials, Minerals and Mining.



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