Proposed Yanfolila Gold Project Funding Package

RNS Number : 9639H

Hummingbird Resources PLC

19 March 2015

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE, DISSEMINATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

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

Hummingbird Resources plc

('Hummingbird Resources' or 'the Company')

Proposed Funding Package for Yanfolila Gold Project, Mali and Proposed Open Offer

Hummingbird Resources plc (AIM:HUM), the West African gold exploration and development company, is pleased to announce a proposed funding package of approximately US$8 million (£5.4 million, US$1.49:£1) and up to US$10 million (£6.7 million), through:

· a proposed placing to existing and new institutional investors of placing units, each consisting of one new Ordinary Share of 1 pence each ("New Ordinary Share") and a half of a warrant to subscribe for a New Ordinary Share ("Warrant") (together a "Placing Unit") at 30 pence per Placing Unit (the "Issue Price") to raise approximately US$3 million (£2.0 million) and up to US$5 million (£3.4 million) (the "Placing")

· the entry into a binding agreement with BCM International Ltd ("BCM"), a well-established mining and civil earthworks contractor servicing the mining industry in West Africa, whereby BCM has agreed, once definitive project contracts are in place, to subscribe for up to US$5 million (£3.4 million, fixed at US$1.48:£1) of New Ordinary Shares at the Issue Price in lieu of payment for services (the "BCM Subscription")

In addition, to allow existing supportive shareholders to participate, the Company intends to conduct an open offer to shareholders of up to 6,712,284 New Ordinary Shares at the Issue Price to raise up to US$3 million (£2.0 million) (the "Open Offer").

The funding package will be used to fast-track development of the Company's Yanfolila Gold Project in Mali ("Yanfolila") for the proposed initial production of 100,000oz p.a. in its first year and first gold pour targeted in H1 2016.

Funding highlights:

· Bookbuild to raise gross proceeds of approximately US$3 million (£2.0 million, US$1.49:£1) and up to US$8 million (£5.4 million) subject to demand at the Issue Price (a discount of 7.7 per cent. to the Company's share price at market close on 19 March 2015)

· Binding agreement with BCM to subscribe for up to US$5 million (£3.4 million) of New Ordinary Shares in lieu of payment for services, once project contracts in place

· Open Offer to existing shareholders at the Issue Price to raise up to US$3 million (£2.0 million)

· Funding package will be used in conjunction with the proposed US$75 million (£50.3 million) Taurus facility to bring Yanfolila into production targeted for H1 2016

· Due diligence by Taurus for the full draw down progressing well with completion expected in H1 2015

The Placing

The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild"). The Company has appointed Cantor Fitzgerald Europe ("Cantor") as placing agent and Hannam & Partners (Advisory) LLP ("Hannam") as financial adviser in connection with the Placing, which will be undertaken in accordance with the terms and conditions set out in Appendix I to this Announcement. Pursuant to the terms of a Placing and Open Offer Agreement, Cantor has conditionally agreed to use its reasonable endeavours to place the Placing Units on a non-underwritten basis at the Issue Price.

Cantor will immediately commence the Bookbuild to determine demand for participation in the Placing by investors. The books are expected to close no later than 8.00 a.m. (London) on 20 March 2015. The timing of the closing of the books and the making of allocations may be accelerated or delayed at Cantor and Hannam's sole discretion. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The price at which the Placing Units are to be placed will be the Issue Price. The Bookbuild will establish the number of Placing Units to be issued at the Issue Price, which will be agreed between Cantor and the Company following completion of the Bookbuild.

Each Warrant will grant to the holder thereof the right to subscribe for one New Ordinary Share at 33p, being a subscription price equivalent to a 10% premium to the Issue Price, at any time during the period commencing on the date of admission of the relevant New Ordinary Shares and expiring on the date falling 6 calendar months thereafter. The Warrants will be non-transferrable and settled in certificated form, and will not be admitted to trading on AIM, or any other similar trading platform. The Warrant Instrument constituting the Warrants will contain usual anti dilution protections.

The precise total number of Placing Units issued in the Placing will be finally determined such that proceeds arising from the Placing amount to approximately US$3 million (£2.0 million) and up to US$5 million (£3.4 million) subject to demand and before expenses. The Directors of the Company, in consultation with Cantor and Hannam, reserve the right to adjust the final size of the Placing. The number of Placing Units will be announced on a Regulatory Information Service following the completion of the Bookbuild. No commissions will be paid to investors or by investors in respect of any Placing Units and the Placing is not underwritten.

On account of the Company's current shareholder authorities, the Placing will take place in two tranches: the first tranche of the Placing will be of up to 3,638,292 Placing Units¹ ("First Tranche Placing Units") and the second tranche of the Placing will be of up to 3,073,118 Placing Units² ("Second Tranche Placing Units") and conditional inter alia on the approval of new shareholder authorities at the General Meeting of the Company (the "Resolutions"). The number of First Tranche Placing Units and Second Tranche Placing Units will be determined as part of the Bookbuild.

The Company will apply for admission to trading on AIM ("Admission") of the New Ordinary Shares and subject to the Placing and Open Offer Agreement not having been terminated in accordance with its terms, it is expected that Admission of the First Tranche Placing Units will occur on or around 25 March 2015 and, subject to the approval of the Resolutions at the General Meeting and the Placing and Open Offer Agreement not having been terminated in accordance with its terms, Admission of the Second Tranche Placing Units is expected to occur on or around 16 April 2015.

There will be no ability to ''claw back'' New Ordinary Shares from the Placing into the Open Offer. The New Ordinary Shares allotted under the Placing and upon exercise of the Warrants will be credited as fully paid and will rank pari passu in all respects with the Company's existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

Cantor may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. Investors should refer to their trade confirmation.

[1] Assuming $8m total issue through the Placing and the BCM Subscription at the Issue Price

2 Assuming $8m total issue through the Placing and the BCM Subscription at the Issue Price

UK and European Investors

Investors in the UK, the EU and Switzerland who qualify for participation in the Placing shall participate in accordance with the terms and conditions of the Placing which are set out in Appendix I to this Announcement.

US Investors

The Placing is also being been made (i) outside the United States in ''offshore transactions'' within the meaning of, and pursuant to, Regulation S under the US Securities Act and (ii) in the United States to a limited number of institutional "accredited investors" under the US Securities Act, that meet the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D in reliance upon exemptions from regulations under applicable United States federal and state securities laws.

Qualifying US investors shall participate in the Placing pursuant to US subscription agreements which contain customary representations and warranties.

A circular convening the General Meeting to propose the Resolutions and setting out further details of the Placing and Open Offer (the "Circular") is expected to be sent to shareholders shortly after the Announcement of the results of the Bookbuild.

The Directors intend to vote in favour of each of the Resolutions in respect of their beneficial interests in respect of their ordinary shares.

Your attention is drawn to the detailed terms and conditions of the Placing described in Appendix I to this Announcement, which forms part of this Announcement and sets out further information relating to the Bookbuild and the terms and conditions of the Placing, and to Appendix II to this Announcement which sets out certain risk factors in connection with the Placing and Open Offer.

The BCM Subscription

The Company has entered into a binding agreement with BCM, a well-established mining and civil earthworks contractor servicing the mining industry in West Africa, whereby BCM has agreed to subscribe for New Ordinary Shares in the Company in lieu of payment for services, once definitive project contracts have been entered into with the Company in relation to pre-production mining for the Yanfolila Gold Project, as well as the construction of an access road, airstrip and tailings management facility.

The Company has agreed to use reasonable endeavors to agree the terms of the contracts as soon as practicable, and BCM has agreed that upon satisfactory performance of its relevant work obligations, its respective invoices can be satisfied on a quarterly basis half in cash and half by the allotment of New Ordinary Shares in the Company at the Issue Price, up to a maximum of US$5m (being 11,261,261 New Ordinary Shares). In addition, BCM has agreed that any New Ordinary Shares allotted to it will be subject to a 6 month lock-in period from their issue. Definitive contracts are currently under negotiation.

The Open Offer

The Company is grateful for the continued support received from its shareholders and is offering shareholders the opportunity to participate in the fundraising pursuant to the Open Offer. Eligible shareholders will be able to subscribe for New Ordinary Shares at the Issue Price on the basis of 1 New Ordinary Share for every 12.64existing ordinary shares held on the relevant record date. Shareholders subscribing for their full entitlement under the Open Offer will also be able to request additional New Ordinary Shares through an excess application facility. To the extent that pro rata entitlements to New Ordinary Shares are not subscribed for by qualifying shareholders, such shares will be available to satisfy such excess applications and allocation will be at the discretion of the directors. Excess applications will be scaled back such that funds raised from the Open Offer will not exceed approximately US$3 million (£2.0 million).

The New Ordinary Shares will be allotted and issued following and conditional on, inter alia, the passing of Resolutions.

It should be noted that the Open Offer is not a rights issue. Accordingly, the application form issued in connection with the Open Offer will not be a document of title and cannot be traded. Unlike a rights issue, any New Ordinary Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of eligible shareholders who do not take up their rights to subscribe under the Open Offer.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, will be set out in the Circular.

Timetable

Announcement of the Placing and Open Offer	5.35pm on	19-Mar-15
Record Date for entitlement under the Open Offer	5.00pm on	19-Mar-15
Announcement of results of Placing	Before 8.00am on	20-Mar-15
Ex-entitlement date for the Open Offer		20-Mar-15
Expected date for CREST accounts to be credited in relation to New Ordinary Shares within the First Tranche Placing Units	as soon as possible after 8.00am on	23-Mar-15
Admission and dealings of New Ordinary Shares within the First Tranche Placing Units	8.00am on	25-Mar-15
Posting of the Circular, the Form of Proxy and, to eligible non-CREST shareholders only, the application form		24-Mar-15
Basic entitlements and excess entitlements credited to stock accounts in CREST for eligible shareholders	as soon as possible after 8.00am on	25-Mar-15
Despatch of definitive share and warrant certificates (where applicable) in relation to First Tranche Placing Units	by	30-Mar-15
Latest recommended time and date for requested withdrawal of basic entitlements and excess entitlements from CREST	4.30pm on	08-Apr-15
Latest time and date for depositing basic entitlements and excess entitlements into CREST	3.00pm on	09-Apr-15
Latest time for splitting application forms (to satisfy bona fide market claims only)	3.00pm on	10-Apr-15
Latest time and date for receipt of Forms of Proxy	11.00am on	13-Apr-15
Latest time and date for receipt of application form and payment in full under the Open Offer and settlement of relevant CREST instructions	11.00am on	14-Apr-15
General Meeting	11.00am on	15-Apr-15
Expected time and date of announcement of the results of the General Meeting		15-Apr-15
Admission and dealings in the New Ordinary Shares within the Second Tranche Placing Units and Open Offer Shares	8.00am on	16-Apr-15
Expected date for CREST accounts to be credited in relation to the New Ordinary Shares within the Second Tranche Placing Units and the Open Offer Shares		16-Apr-15
Despatch of definitive share and warrant certificates (where applicable) in relation to the Second Tranche Placing Units and the Open Offer shares	by	23-Apr-15

Use of Proceeds

The Placing and the BCM Subscription will provide the Company with a funding package of approximately US$8 million (£5.4 million) and up to US$10 million (£6.7 million) subject to demand. The funding package will be utilised as outlined below to fast-track development of the Yanfolila Gold Project in Mali for an initial 100,000oz p.a. of gold in its first year of gold production which is targeted to commence in H1 2016.

Use of proceeds	US$
Capex deposits for long lead items	2.0m
Earthworks and infrastructure	5.0m
Grade control drilling, land acquisition and working capital	1.0m
Total	8.0m

If additional capital is raised as part of the Placing and Open Offer, the proceeds will be used to further advance initial construction work and optimisation at Yanfolila, ahead of the full proposed Taurus draw down. Additional funding will also serve to further de-risk the development of the project, and for general working capital requirements of the Company.

Background to and reasons for the Placing, Open Offer and BCM Subscription

The net proceeds of the Placing and Open Offer, together with the BCM Subscription, will be used to advance Yanfolila towards expected first gold production in H1 2016 with the mine construction anticipated to commence in H1 2015. Fast tracking earthworks, grade control drilling, and placing deposits for long lead items whilst awaiting for the full proposed Taurus draw down will have numerous advantages to the Company in maintaining its proposed timelines. These include and are not limited to completing initial earthworks before the start of the rainy season.

The Company acquired the project in July 2014 from mining major Gold Fields (85% for US$20 million in shares following approximately US$100 million spend by Gold Fields). Since then the Company has rapidly developed the project, work has included 13,853m of resource drilling, 542m of geotechnical drilling, 1,136m hydrological drilling and 707m of metallurgical drilling. Exceptional drill intercepts were received from this drilling which included 19m @ 2.29 g/t Au, 11m @ 8.67 g/t Au, 3m @ 41.5 g/t Au and 2m @ 20.52 g/t Au further reinforcing the world-class prospectivity of Yanfolila. Additionally, in December 2014 Hummingbird reported a positive resource upgrade and reported a 153% increase in oxide and transitional Indicated Resources to 600,000 ounces of Au.

The Company has also recently published the results of its Yanfolila Optimisation Study (the "Optimisation Study" or the "Study") in March 2015 which saw the initial mine plan expanded and highlighted robust economics for the 1Mtpa low-cost/ high grade gold project and the defined path to production.

At a US$1,250 gold price the Optimisation Study results outlined a NPV₈ of US$72.4 million (10.5% increase), IRR of 35.1% and low all in sustaining costs of US$733 per ounce of gold (cash costs US$641 per ounce) for a 6.5 year LOM production at 79,000 ounces per annum gold production (44% increase). First year gold production would be targeted at 100,000 ounces (23.5% increase to the previous study).

The Study included the finalisation of detailed plant engineering and process design work, enhanced geotechnical, hydrological and hydrogeological studies, as well as a robust mine plan, which should allow for the commencement of mine construction in H1 2015. This is scheduled to take 12 months, leading to first gold in H1 2016.

In addition, there are multiple options to potentially increase the project economics and LOM at Yanfolila. The Optimisation Study is published on the Hummingbird website and can be viewed on the following link:

http://www.hummingbirdresources.co.uk/_downloads/Optimisation_Study_Final.pdf

Other Operations

Although the Company's current focus is on bringing Yanfolila to production in the near-term, its Dugbe 1 gold project in Liberia ("Dugbe") offers a significant large-scale future development opportunity for Hummingbird. It is located within the Birimian Basin, the world's second largest gold producing region, characterised by exceptionally large, homogenous grade deposits which offer further exploration and development scope, such as Dugbe, which has a current Resource of 4.2Moz Au at an average gold grade of 1.4 g/t Au. Hummingbird previously completed a Preliminary Economic Assessment at Dugbe which demonstrated viable economics of developing a 20 year gold mining project with initial gold production of 125,000 ounces, an NPV of US$186 million, IRR of 29% using a US$1,300 gold price.

Enquiries:

Hummingbird Resources plc
Daniel Betts, Chief Executive Officer
Thomas Hill, Finance Director
Robert Monro, Head of Business Development	+44 (0) 203 416 3560


Hannam & Partners (Advisory) LLP
Financial Adviser
Rupert Fane / Andrew Chubb	+44 (0) 207 907 8500
Cantor Fitzgerald Europe
Nominated Adviser and Corporate Broker
Stewart Dickson / Jeremy Stephenson	+44 (0) 207 894 7000
St Brides Partners Ltd
Financial PR
Lottie Brocklehurst / Felicity Winkles / Hugo de Salis	+44 (0) 207 236 1177

Notes to Editors

About Hummingbird Resources Plc

Notes to Editors

Hummingbird Resources (AIM: HUM) is building a leading gold production, development and exploration company. The Company has two core gold projects, the near-term production Yanfolila project in Mali and the Dugbe development project in Liberia. Its current focus is on bringing Yanfolila, which has a 1.8Moz gold inventory, to production in H1 2016. The high grade gold project has the potential to turn a profit in a varying gold price environment and should allow for quick returns with low operating costs. A mandate setting out the key terms of a proposed US$75 million debt facility has been agreed with Taurus Mining and initial mine construction is anticipated to commence in H1 2015.

The 4.2Moz Dugbe project in Liberia provides Hummingbird with excellent development upside. An optimisation of the DFS is on-going whilst Yanfolila is brought to production in the near-term. Additionally, the Company has 5,000km² highly prospective exploration ground in Mali and Liberia and is constantly evaluating new quality assets.

For more information, please visit www.hummingbirdresources.co.uk

Important Information

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the Financial Services and Markets Act 2000, as amended ("FSMA") or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Directive. Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cantor, Hannam or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Cantor, which is authorised and regulated in the United Kingdom by the FCA, is acting as placing agent for the Company and for no-one else in connection with the Placing, and Cantor will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Hannam, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser for the Company and for no-one else in connection with the Placing, and Hannam will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Cantor that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe such restrictions.

This Announcement is not for distribution or dissemination, directly or indirectly, in or into the United States or any jurisdiction into which the same would be unlawful. No public offering of securities of the Company will be made in connection with the Placing and Open Offer in the United Kingdom, the United States, the EEA, Switzerland or elsewhere.

This Announcement is not intended to constitute an offer or solicitation to purchase or invest in the New Ordinary Shares. The New Ordinary Shares may not be publicly offered, sold or advertised directly or indirectly into or in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Ordinary Shares or the Placing have been prepared with regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 et seq. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland, and therefore do not constitute a prospectus within the meaning of the Swiss Code of Obligations, the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Ordinary Shares or the Placing may be publicly distributed or otherwise made publicly available in Switzerland.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendices or this Announcement should seek appropriate advice before taking any action.

The New Ordinary Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence on the New Ordinary Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

No application is being made to admit the Warrants to trading and they will be non-transferable.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIX I: TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING ITS APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PROPOSED PLACING OF PLACING UNITS, EACH CONSISTING OF ONE NEW ORDINARY SHARE IN THE COMPANY AND ONE HALF OF A WARRANT TO SUBSCRIBE FOR ONE NEW ORDINARY SHARE ("PLACING UNITS") FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:

(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) ("QUALIFIED INVESTORS");

(B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT, 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER;

(C) PERSONS SUBJECT TO THE LAWS OF A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN, FOR THE AVOIDANCE OF DOUBT, THE UK), WHO ARE (I) "QUALIFIED INVESTORS" (AS DEFINED IN ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE 2003/71 EC) ACTING AS A PRINCIPAL FOR THEIR OWN ACCOUNT TO WHOM THE PLACING OR AN INVITATION TO SUBSCRIBE FOR PLACING UNITS IN THE MANNER CONTEMPLATED BY THIS ANNOUNCEMENT AND ANY COMMUNICATION OR CORRESPONDENCE IN CONNECTION THEREWITH IS PERMITTED BY THE LAWS OF THAT MEMBER STATE OR (II) IF THEY ARE NOT IN ANY SUCH MEMBER STATE BUT ARE ACTING FOR THE ACCOUNT OF SUCH PERSON THEN (I) APPLIES IN RESPECT OF EACH SUCH PURCHASER;

(D) PERSONS IN OR OTHERWISE SUBJECT TO THE LAWS OF SWITZERLAND WHO HAVE BEEN OR WILL BE PERSONALLY CONTACTED AND INVITED TO SUBSCRIBE FOR PLACING UNITS AND TO WHOM THE PLACING OR AN INVITATION TO SUBSCRIBE FOR PLACING UNITS IN THE MANNER CONTEMPLATED BY THIS ANNOUNCEMENT AND ANY COMMUNICATION OR CORRESPONDENCE THEREWITH IS PERMITTED BY THE LAWS OF SWITZERLAND AND IN A MANNER WHICH WILL NOT RESULT IN THE PLACING BEING QUALIFIED AS A 'PUBLIC OFFER' UNDER SWISS LAW;

(E) PERSONS OUTSIDE THE UNITED STATES, THE UNITED KINGDOM, SWITZERLAND OR OTHER MEMBER STATES OF THE EUROPEAN ECONOMIC AREA TO WHOM THE PLACING OR AN INVITATION TO SUBSCRIBE FOR THE SHARES IN THE MANNER CONTEMPLATED BY THIS ANNOUNCEMENT AND ANY COMMUNICATION OR CORRESPONDENCE THEREWITH IS PERMITTED BY THE LAWS OF THE JURISDICTION IN WHICH IT IS SITUATED OR FROM WHERE THE PLACEE SUBMITTED ITS BID TO SUBSCRIBE FOR PLACING UNITS AND IT IS A PERSON TO WHOM THE PLACING UNITS CAN LAWFULLY BE OFFERED AND ISSUED UNDER ALL APPLICABLE LAWS, WITHOUT THE NEED FOR ANY APPROVAL, REGISTRATION, FILING OR LODGEMENT OF ANY KIND, INCLUDING A PROSPECTUS OR OTHER DISCLOSURE DOCUMENT;

(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS".)

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

Persons (including individuals, funds or otherwise) who are invited to and who choose to participate in the Placing or on whose behalf a commitment to acquire Placing Units under the Placing is given, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Units (the "Placees"), will be deemed to have read and understood this Announcement, in its entirety and to be making such offer and participating in the Placing, unless otherwise agreed with Cantor, on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendices. In particular each such Placee represents, warrants and acknowledges that:

1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Units that are allocated to it for the purposes of its business;

2. in the case of any Placing Units acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Units acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Cantor has been given to the offer or resale; or (ii) where Placing Units have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Units to it is not treated under the Prospectus Directive as having been made to such persons; and

3. (i) it is not in the United States, and (ii) it is not acting for the account or benefit of a person in the United States; (iii) it has not received any offer, or a solicitation of an offering, to buy the Placing Units within the United States; and (iv) it did not initiate any buy order to purchase Placing Units whilst in the United States.

The Company, Cantor and Hannam will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Units in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

The Placing Units have not been and will not be registered under the US Securities Act, or any state securities laws, and may not be offered, sold or delivered within the United States except in transactions exempt from the registration requirements of the US Securities Act and applicable state securities laws. Except as permitted by applicable laws of the United States, no offer will be made to sell, or a solicitation of an offering to buy, the Placing Units within the United States. This Announcement does not constitute an offering to sell, or a solicitation of an offering to buy, any Placing Units in the United States.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Units have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa. Accordingly, the Placing Units may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendices or the Announcement of which it forms part should seek appropriate advice before taking any action.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Units has been given.

Details of the Placing and the Placing Units

Hummingbird Resources plc, intends to raise approximately US$3 million (£2.0 million) and up to US$5 million (£3.4 million) through the Placing. On account of the Company's current shareholder authorities, the Placing will take place in two tranches: the first tranche of the Placing will be of 3,638,292 Placing Units and the second tranche of the Placing will be of up to 3,073,118 Placing Units and conditional inter alia on the approval of new shareholder authorities at the General Meeting of the Company (the "Resolutions").

The number of Placing Units and the price at which they will be placed (the "Placing Price") will be determined following completion of the Bookbuild (as defined below) as set out in this Appendix.

The Company has appointed Cantor as placing agent and Hannam as financial adviser in respect of the Placing.

Cantor will today commence an accelerated book-building process in respect of the Placing to determine demand for participation in the Placing by Placees. The Appendices gives detail of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Units.

Cantor and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Cantor has entered into a Placing and Open Offer Agreement (the "Placing and Open Offer Agreement") with the Company and Hannam under which Cantor has, on the terms and subject to the conditions set out therein, agreed to act as placing agent for the Company and to use its reasonable endeavours to place the Placing Units at the Placing Price with certain institutional investors. The Placing is not being underwritten by Cantor, Hannam or any other person.

The New Ordinary Shares allotted under the Placing and upon exercise of the Warrants will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the ordinary shares after the date of issue of the New Ordinary Shares.

Application for admission to trading

Application will be made for admission of the Placing Units to trading on AIM ("Admission"). It is expected that settlement of any such shares and Admission will become effective:

(a) in the case of New Ordinary Shares within the First Tranche Placing Units, on or about 25 March 2015 (or such later time and/or date as the Company and Cantor may agree); and

(b) in the case of New Ordinary Shares within Second Tranche Placing Units, on or about 16 April 2015 (or such later time and/or date as the Company and Cantor may agree,

and that dealings in the New Ordinary Shares will commence at that time.

Participation in, and principal terms of, the Placing

Cantor is arranging the Placing as an agent of the Company.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Cantor. Cantor and its respective affiliates are entitled to enter bids in the Bookbuild as principal.

By participating in the Bookbuild and Placing, each Placee (and any person acting on such Placee's behalf) acknowledges that neither Cantor nor Hannam are making any recommendation to them nor advising them, nor are they relying on Cantor or Hannam to advise, regarding the suitability or merits of the Placee acquiring any Placing Units or entering into any transaction connected with them.

The Bookbuild will establish the number of Placing Units to be issued at the Placing Price (including the number of First Tranche Placing Units and the number of Second Tranche Placing Units), which will be agreed between Cantor and the Company following completion of the Bookbuild. The number of Placing Units will be announced on a Regulatory Information Service following the completion of the Bookbuild.

To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at Cantor. Each bid should state the number of Placing Units which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by Cantor on the basis referred to below.

The Bookbuild is expected to close no later than 8.00am on 20 March 2015 but may be closed earlier or later at the discretion of Cantor. Cantor may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

Each Placee's allocation will be confirmed to Placees orally, or by email, by Cantor following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Cantor's oral or emailed confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Cantor and the Company, under which it agrees to subscribe for the number of Placing Units allocated to it at the Placing Price on the terms and conditions set out in the Appendices (which are deemed to be incorporated in such trade confirmation or contract note) and in accordance with the Company's Articles of Association and the Warrant Instrument.

The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Units to be issued at the Placing Price.

Subject to the preceding paragraphs of this Appendix, Cantor may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. Cantor may also, subject to the prior consent of the Company (i) allocate Placing Units after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Units after the Bookbuild has closed to any person submitting a bid after that time.

A bid in the Bookbuild will be made on the terms and subject to the conditions in these Appendices and will be legally binding on the Placee on behalf of which it is made and, except with Cantor's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Cantor, to pay Cantor (or as Cantor may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Units for which such Placee has agreed to subscribe. Each Placee's obligations will be owed to Cantor.

Except as required by law or regulation, no press release or other announcement will be made by Cantor or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Units to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority ("FCA"), neither Cantor nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Units to the Placees and Cantor shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither Cantor nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Cantor's conduct of the Bookbuild or of such alternative method of effecting the Placing as Cantor and the Company may agree.

In making an investment decision, Placees must rely on their own examination of the Company and its prospects and the terms of the Placing, including the merits and risks involved in investing in the Placing Units.

Offer personal

The offering of Placing Units and the agreement arising from acceptance of the Placing is personal to each Placee and does not constitute an offering to any other person or to the public. A Placee may not assign, transfer, or in any other manner, deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of Cantor in accordance with all relevant legal requirements.

Conditions of the Placing

Cantor's obligations under the Placing and Open Offer Agreement in respect of the First Tranche Placing Units are conditional on, inter alia:

(a) Admission of the New Ordinary Shares within the First Tranche Placing Units taking place not later than 8.00 a.m. on 25 March 2015.

(b) All document required to be submitted in connection with First Tranche Placing Units being delivered to the London Stock Exchange in accordance with the AIM Rules for Companies.

(c) The Company being in compliance in all material respects with its obligations under the Placing and Open Offer Agreement.

(d) None of the warranties in the Placing and Open Offer Agreement being untrue, inaccurate or misleading.

(e) The authority granted by the Company to Cantor pursuant to the Placing and Open Offer Agreement remaining in full force and effect.

(f) Cantor not having exercised any of its rights to terminate the Placing and Open Offer Agreement.

If: (i) any of the conditions contained in the Placing and Open Offer Agreement in relation to the First Tranche Placing Units are not fulfilled or waived by the respective time or date where specified (or such later time or date as the parties to the Placing and Open Offer Agreement may agree, but not being later than 8 May 2015); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing and Open Offer Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Units shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Cantor's obligations under the Placing and Open Offer Agreement in respect of the Second Tranche Placing Units are conditional on, inter alia:

(a) the Resolutions being duly passed by the shareholders of the Company at the General Meeting;

(b) Admission of the New Ordinary Shares within the Second Tranche Placing Units taking place not later than 8.00 a.m. on 16 April2015.

(c) All documents required to be submitted in connection with Admission being delivered to the London Stock Exchange in accordance with the AIM Rules for Companies.

(d) The Company being in compliance in all material respects with its obligations under the Placing and Open Offer Agreement.

(e) None of the warranties in the Placing and Open Offer Agreement being untrue, inaccurate or misleading.

(f) The authority granted by the Company to Cantor pursuant to the Placing and Open Offer Agreement remaining in full force and effect.

(g) Cantor not having exercised any of its rights to terminate the Placing and Open Offer Agreement.

If: (i) any of the conditions contained in the Placing and Open Offer Agreement in relation to the Second Tranche Placing Units are not fulfilled or waived by the respective time or date where specified (or such later time or date as the parties to the Placing and Open Offer Agreement may agree, but not being later than 8 May 2015 2015); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing and Open Offer Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Second Tranche Placing Units shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

If the Placing and Open Offer Agreement is terminated prior to the Admission of the New Ordinary Shares within the First Tranche Placing Units, the entire Placing will not proceed and any payments made by Placees in respect of Placing Units will be returned as soon as possible thereafter at the Placees' risk and without interest. If the Placing and Open Offer Agreement is terminated following Admission of the New Ordinary Shares within the First Tranche Placing Units but prior to Admission of the New Ordinary Shares within the Second Tranche Placing Units, Placees' participation in the Second Tranche Placing Units will not proceed and any payments made by Placees in respect of Second Tranche Placing Units will be returned as soon as possible thereafter at the Placees' risk and without interest.

Cantor may, at their discretion and upon such terms as they think fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing and Open Offer Agreement save that the above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Cantor, Hannam nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Cantor.

Right to terminate under the Placing and Open Offer Agreement

Cantor and/or Hannam is entitled, at any time before Admission, to terminate (acting in good faith) the Placing and Open Offer Agreement by giving notice to the Company in certain circumstances, including, inter alia:

(a) a material breach of the warranties given to Cantor and Hannam in the Placing and Open Offer Agreement; or

(b) a material breach by the Company of any of its obligations under the Placing and Open Offer Agreement; or

(c) in Cantor's or Hannam's opinion, there having been a material adverse change in the financial position, business or prospects of the Group; or

(d) the occurrence of a force majeure event which, in the opinion of Cantor or Hannam, makes it impractical or inadvisable to proceed with the Placing.

Following Admission, the Placing and Open Offer Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Units. The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Cantor or Hannam of any right of termination or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of Cantor and Hannam, and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise.

No Prospectus

The Placing Units are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and any Placees' commitments will be made solely on the basis of the information contained in the Announcement (including the Appendices) and the Exchange Information (as defined further below).

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Cantor or Hannam or any other person and neither Cantor, the Company nor Hannam nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Cantor, the Company, Hannam or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company, Cantor nor Hannam are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Units by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Units. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in New Ordinary Shares (ISIN: GB00B60BWY28)) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, Cantor reserves the right to require settlement for, and delivery of, the New Ordinary Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction. Settlement of Warrants will be in certificated form.

Following the close of the Bookbuild, each Placee allocated Placing Units in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with Cantor, stating the number of Placing Units (including the First Tranche Placing Units and Second Tranche Placing Units) allocated to it at the Placing Price, the aggregate amount owed by such Placee to Cantor and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Cantor.

It is expected that settlement will be, in relation to the First Tranche Placing Units, on 25 March 2015 and, in relation to the Second Tranche Placing Units, on 16 April 2015 on a T+2 basis in accordance with the instructions set out in the trade confirmation. Settlement will be through Cantor against CREST ID 635.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of five percentage points above LIBOR as determined by Cantor.

Each Placee is deemed to agree that, if it does not comply with these obligations, Cantor may sell any or all of the Placing Units allocated to that Placee on such Placee's behalf and retain from the proceeds, for Cantor's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Units on such Placee's behalf. By communicating a bid for Placing Units, each Placee confers on Cantor all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Cantor lawfully take in pursuance of such sale.

If Placing Units are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Units are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Units should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Bookbuild and Placing each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and undertakes for the benefit of the Company, and the respective officers, employees and advisers of the Company, Cantor and Hannam, and any person acting on behalf of any of them:

1. that it has read and understood this Announcement in its entirety and that its subscription for Placing Units is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2. that no offering document, admission document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

3. that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively "Exchange Information");

4. that none of Cantor, Hannam, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Units or the Company other than this Announcement; nor has it requested any of Cantor, Hannam, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

5. that the content of this Announcement is exclusively the responsibility of the Company, and that none of Cantor, Hannam or any of their affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Units is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Units and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of Cantor, Hannam or the Company, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee) and neither Cantor, Hannam nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Cantor, Hannam, its affiliates or any person acting on behalf of any of them has or may have conducted;

6. that it has neither received nor relied on any unpublished price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

7. that none of Cantor, its affiliates or any person acting on behalf of any of them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

8. if it is a Placee in the United Kingdom it:

(i) is a "qualified investor" for the purposes of section 86(7) of FSMA who is purchasing the Placing Units as principal for its own account and not for others, except in circumstances, to section 86(2) of FSMA applies; and

(ii) is also a person falling within one or more of the categories of persons referred to in article 19 (investment professionals) or 49 (high net worth companies, etc) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or is a person to whom the Placing may otherwise be made or to whom the Placing Units may otherwise be directed without an approved prospectus having been made available to the public in the UK before the Placing Units are offered and without making an unlawful financial promotion; and

(iii) understands, recognises and acknowledges that no prospectus has been or will be approved in connection with the Placing by the FCA in the United Kingdom under section 87A of FSMA; or

(iv) if it is not in the United Kingdom but is acting for the account of a purchaser in the United Kingdom, that each of subparagraphs (i), (ii) and (iii) applies in respect of each such purchaser;

9. if it is a Placee in or otherwise subject to the laws of a member state of the European Economic Area (other than, for the avoidance of doubt, the UK), (i) it is a "qualified investor" (as defined in Article 2(1)(e) of the Prospectus Directive 2003/71 EC, as amended by the Prospective Directive 2010/73/EU) acting as a principal for its own account to whom an invitation or Placing to subscribe for Placing Units in the manner contemplated by this agreement and any communication or correspondence in connection therewith is permitted by the laws of that member state or (ii) if it is not in any such member state but are acting for the account of such person then (i) applies in respect of each such purchaser;

10. if it is a Placee in or otherwise subject to the laws of Switzerland it is a person to whom the Placing or an invitation to subscribe for the Placing Units in the manner contemplated by the Appendices and any communication or correspondence therewith is permitted by the laws of Switzerland;

11. if it is in a jurisdiction outside the United States, the United Kingdom, Switzerland or other member states of the European Economic Area, it is a person to whom the Placing or an invitation to subscribe for the Placing Units in the manner contemplated by the Appendices and any communication or correspondence therewith is permitted by the laws of the jurisdiction in which it is situated or from where the Placee submitted its bid to subscribe for Placing Units and it is a person to whom the Placing Units can lawfully be offered and issued under all applicable laws, without the need for any approval, registration, filing or lodgement of any kind, including a prospectus or other disclosure document;

12. (i) it is not in the United States, and (ii) it is not acting for the account or benefit of a person in the United States; (iii) it has not received any offer, or a solicitation of an offering, to buy the Placing Units within the United States; and (iv) it did not initiate any buy order to purchase Placing Units whilst in the United States;

13. acknowledges that it is acquiring the Placing Units for its own account or for one or more accounts as to each of which it exercises sole investment discretion, for investment purposes and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States and that it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

14. it acknowledges that the Placing Units have not been and will not be registered under the US Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Units except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act;

15. unless otherwise specifically agreed in writing with Cantor, that neither it nor the beneficial owner of such Placing Units will be a resident of the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa;

16. that the Placing Units (including the New Ordinary Shares and Warrants) have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

17. that the issue to it, or the person specified by it for registration as holder, of Placing Units will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Units are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Units into a clearance system;

18. that: (i) it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007 and (ii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Cantor such evidence, if any, as to the identity or location or legal status of any person which Cantor may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Cantor on the basis that any failure by it to do so may result in the number of Placing Units that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Cantor may decide at its sole discretion;

19. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Units purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Cantor has been given to the offer or resale;

20. that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Units to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");

21. that it has not offered or sold and will not offer or sell any Placing Units to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;

22. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Units in circumstances which do not require the approval of the communication by an authorised person under section 21(1) of the FSMA;

23. that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Units in, from or otherwise involving, the United Kingdom;

24. that it and any person acting on its behalf is entitled to acquire the Placing Units under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

25. where it is acquiring Placing Units for one or more managed accounts, that it is authorised in writing by each managed account: (a) to acquire the Placing Units for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in the Appendices and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided by Cantor;

26. that it (and any person acting on its behalf) will make payment for the Placing Units allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Units may be placed with other subscribers or sold as Cantor may in its sole discretion determine and without liability to such Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Units and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Units on its behalf;

27. that none of Cantor, Hannam or their affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Cantor or Hannam and that neither Cantor nor Hannam has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

28. that the person whom it specifies for registration as the holder of the Placing Units will be (i) itself or (ii) its nominee, as the case may be. Neither Cantor, Hannam nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company, Cantor and Hannam in respect of the same on the basis that the Placing Units will be allotted to the CREST stock account of Cantor who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

29. that no action has been or will be taken by any of the Company, Cantor, Hannam or any person acting on behalf of the Company or Cantor or Hannam that would, or is intended to, permit a public offer of the Placing Units in any country or jurisdiction where any such action for that purpose is required;

30. that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Units. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

31. that its commitment to subscribe for Placing Units on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

32. that time shall be of the essence as regards to obligations pursuant to the Appendices to the Announcement;

33. that the Company, Cantor, Hannam and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Cantor on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; and

34. agrees to indemnify on an after-tax basis and hold the Company, Cantor, Hannam and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in the Appendices and further agrees that the provisions of the Appendices shall survive after completion of the Placing.

The representations, warranties, acknowledgments and undertakings contained in the Appendices are given to Cantor for itself and on behalf of the Company and Hannam and are irrevocable.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Units in question. Such agreement assumes that the Placing Units are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Units into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Units, stamp duty or stamp duty reserve tax may be payable, for which neither the Company, Cantor nor Hannam will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Units has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Cantor and Hannam in the event that any of the Company and/or Cantor and/or Hannam has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Cantor accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Units or the agreement by them to subscribe for any Placing Units.

Each Placee, and any person acting on behalf of the Placee, acknowledges that neither Cantor nor Hannam owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing and Open Offer Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Cantor or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Units.

When a Placee or person acting on behalf of the Placee is dealing with Cantor, any money held in an account with Cantor on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Cantor's money in accordance with the client money rules and will be used by Cantor in the course of their own business and the Placee will rank only as a general creditor of Cantor.

Entire Agreement

The terms set out in the Appendices and the allocation of Placing Units (including the subscription amount payable) as confirmed to a Placee, constitute the entire agreement to the terms of the Placing and a Placee's participation in the Placing to the exclusion of prior representations, understandings and agreements between them. Any variation of such terms must be in writing.

Governing Law and Jurisdiction

The terms and conditions and any agreements entered into by Placees pursuant to these terms and conditions (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of England and Wales and each Placee submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreement, except that enforcement proceedings in respect of the obligation to make payment for the Placing Units (together with any interest chargeable thereon) may be taken by the Company or Cantor in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

All times and dates in this Announcement may be subject to amendment. Cantor shall notify the Placees and any person acting on behalf of the Placees of any changes.

Definitions

The following definitions apply throughout this Announcement, unless the context requires otherwise:

"Admission"	the admission to trading on AIM of the New Ordinary Shares
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules for Companies"	the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time) together with any guidance notes as published by the London stock Exchange from time to time
"Articles of Association"	the articles of association of the Company as at the date of this Announcement
"Board" or "Directors"	the directors of the Company from time to time
"Bookbuild"	the bookbuilding process to be conducted by Cantor to arrange participation by Placees in the Placing which will establish the number of Placing Units at the Placing Price
"Circular"	the circular convening the General Meeting
"Company" or "HUM"	Hummingbird Resources plc
"CREST"	the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland in accordance with the CREST Regulations
"CREST Regulations"	the Uncertificated Securities Regulations 2001, as amended
"Euroclear UK & Ireland"	Euroclear UK & Ireland Limited, the operator of CREST
"FCA"	the Financial Conduct Authority of the United Kingdom
"First Tranche Placing Units"	New Ordinary Shares (each together with a half a Warrant) placed with institutional and other investors by Cantor and which are to be issued by the Company subject to the conditions set out in this Announcement
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"General Meeting"	the general meeting of Shareholders to be held at a venue to be confirmed within the Circular at 11am on or around 15 April 2015
"Group"	the Company, together with its subsidiary undertakings
"ISIN"	International Securities Identification Number
"London Stock Exchange"	London Stock Exchange plc
"Money Laundering Regulations"	the Money Laundering Regulations 2007 (as amended)
"New Ordinary Shares"	Ordinary Shares allotted and issued pursuant to the Placing, Open Offer, BCM Subscription and the Warrants
"Ordinary Shares"	the ordinary shares of £0.01 each in the capital of the Company
"Placees"	the persons by whom or on whose behalf a commitment to acquire Placing Units will be or has been given
"Placing"	the placing of the First Tranche Placing Units and the Second Tranche Placing Units
"Placing and Open Offer Agreement"	the conditional agreement dated 19 March 2015 between the Company, Cantor and Hannam relating to the Placing and Open Offer
"Placing Price"	30p per Placing Unit
"Placing Units"	together the First Tranche Placing Units and the Second Tranche Placing Units
"Prospectus Rules"	the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market
"Registrars"	Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Kent, BR3 4TU, UK
"Regulatory Information Service"	one of the regulatory information services approved by the London Stock Exchange for the distribution to the public of AIM announcements
"Resolutions"	the resolutions to facilitate the allotment of Second Tranche Placing Units to be proposed at the General Meeting, the full text of which will be set out in the Notice of General Meeting at the end of the Circular
"Second Tranche Placing Units"	New Ordinary Shares (each together with a half a Warrant) placed with institutional and other investors by Cantor and which are to be issued by the Company subject to the conditions set out in this Announcement
"Shareholder"	a holder of Ordinary Shares
"sterling", "pounds sterling", "£", "pence" or "p"	the lawful currency of the United Kingdom
"United States" or "US"	the United States of America, its territories and possesses, any state of the United States and the District of Columbia
"US$" or "US dollar"	the lawful currency of the United States of America
"US Securities Act"	the United States Securities Act of 1933 (as amended)


Warrant	a warrant to subscribe for a New Ordinary Share constituted under the Warrant Instrument
Warrant Instrument	a warrant instrument to be entered into as a deed by the Company constituting the Warrants

APPENDIX II

RISK FACTORS

All the information set out in this Appendix and, in particular, those risks relating to the Placing and Open Offer described below should be carefully considered prior to making any investment decision. Accordingly, you are strongly recommended to consult an investment adviser authorised under the FSMA if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser, who specialises in the acquisition of shares and other securities before making a decision to invest. In addition to all the other information contained in this document, potential investors should carefully consider the following risk factors which the Directors consider to be all the known material risks in respect of the business of the Company and its securities, but are not set out in any particular order of priority.

If any of the circumstances identified in the risk factors were to materialise, the Company's business, financial condition and operating results could be materially affected. Investors should note that the trading price of the New Ordinary Shares could decline due to any of these risks and investors may lose all or part of their investment.

Additional risks which are not presently known to the Board, or that the Board currently deems to be immaterial, may also have an effect on the Group's business, financial condition and operating results.

Risks Relating to the Group's Business

The Group's exploration licences and contracts

The Group's current exploration operations are dependent upon the grant, renewal or continuance in force of appropriate surface and/or subsurface use contracts, licences, permits and regulatory approvals and consents which may be valid only for a defined time period, may be subject to limitations and may provide for withdrawal in certain circumstances. There can be no assurance that such surface and/or subsurface use contracts, licences, permits, regulatory approvals or consents would be granted, renewed or continue in force, or, if so, on what terms.

The Group's surface and/or subsurface use contracts and related work programmes contain a range of obligations on the Group, and there may be adverse consequences of breach of these obligations, ranging from penalties to, in extreme cases, suspension or termination of the Group's surface and/or subsurface use licences and/or surface and/or subsurface use contracts.

Withdrawal of licences, termination of surface and/or subsurface use contracts or failure to secure requisite licences or the cessation thereof in respect of any of the Group's operations may have a material adverse impact on the Group's business, operating results and financial condition.

Changes to the current political and regulatory environment in Republic of Liberia and Republic of Mali or any other markets in which the Group operates in the future may adversely affect the Group

The Group's exploration and development activities are and will continue to be conducted in a variety of countries and markets. The political and economic conditions that currently exist in each of these countries and markets may change and national governments may adopt different policies with respect to foreign development and to ownership of natural resources at any time. Any changes in policy may result in changes in laws affecting the ownership of assets, licence tenure, taxation, royalties, exchange rates, environmental protection, labour relations, repatriation of income and return of capital. This may adversely affect both the Group's ability to undertake exploration and development activities on future properties as well as its ability to continue to explore and develop those properties for which it has obtained exploration rights to date.

Regulatory changes, if any, in extraction or investment policies or shifts in political attitude may adversely affect the Group's operations and future profitability. Operations may be affected in varying degrees by Government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income and other taxes, foreign investment, maintenance of claims, environmental legislation, water use, employment and contractor selection.

Exchange Control Regulations

In Liberia and Mali, where the Group operates employ, or may employ in the future, exchange control regulations which may adversely affect the Group's ability to transfer funds in and from such territories, and therefore the Group's ability to carry on its operations in such territories.

The profitability of the Group's operations and the cash flows generated by these operations are significantly affected by changes in the market price for gold

The market price for gold can fluctuate widely. These fluctuations are caused by numerous factors beyond the Group's control, including: speculative positions taken by investors or traders in gold; changes in the demand for gold use in jewellery, for industrial uses and for investment; changes in the supply of gold from production, disinvestment, scrap and hedging; financial market expectations regarding the rate of inflation; the strength of the US dollar (the currency in which the gold price is denominated) relative to other currencies; changes in interest rates; actual or expected gold sales by central banks; gold sales by gold producers in forward transactions; global or regional political or economic events; and costs of gold production in major gold-producing nations, such as China, the United States, South Africa, Australia, Peru and Russia.

The price of gold is often subject to sharp, short-term changes resulting from speculative activities and general world economic events. While the overall supply of, and demand for, gold can affect its market price, because of the considerable size of above ground stocks of the metal, in comparison to other commodities, these factors typically do not affect the price to the extent that the supply of, and demand for, other commodities tends to affect their market prices.

If the gold price falls below the cost of anticipated production for an extended period, the Group may be forced to curtail or suspend some or all of its capital projects and/or operations. In addition, the Group would have to assess the economic impact of low gold prices on its operating results or financial condition.

Information on Reserves and Resources

The Group's reported mineral resources and mineral reserves are reported in accordance with NI43-101 and JORC standards and as stated as mineral inventory in the Company's Regulatory Information Service announcement dated 12 June 2014. There are numerous uncertainties inherent in estimating mineral resources, including factors beyond the control of the Group. The estimation of mineral resources and mineral reserves is a statistical process and the accuracy of any such estimation is a function of the quality of available data and of engineering and geological interpretation and judgement. Results of drilling, metallurgical testing, production, evaluation of mine plans and exploration activities subsequent to the date of any estimate may justify revision (up or down) of such estimates. There is no assurance that mineral resources can be economically mined. Mineral resources that have not been converted to mineral reserves do not have demonstrated economic viability. A mineral resource is a statement of in situ mineralisation. Mineral reserves are a statement of resources that are considered as commercially mineable according to ruling economic parameters at the time.

Only a certain proportion of estimated mineral resources will be translated into reserves and recovered as the Group proceeds to production on its development and exploration sites. There is no guarantee that they will be recovered at the volume, grade and rates estimated. The failure of the Group to achieve its production estimates is likely to have a material and adverse effect on any or all of its future cash flows, profitability, results of operations and financial condition. These production estimates are dependent on, among other things, the accuracy of mineral resource and reserve estimates, the accuracy of assumptions regarding mineral grades and recovery rates, ground conditions (including hydrology), physical characteristics of ores, such as hardness, the presence or absence of particular metallurgical characteristics and the accuracy of estimated rates and costs of mining, ore haulage and processing.

Changes in the Group's capital costs and operating costs are likely to have a significant impact on its profitability. Its main planned production expenses will be mining contracting costs, transport costs, treatment costs and overheads. Changes in costs of the Group's mining and processing operations can occur as a result of unforeseen events and could result in changes in profitability or resource estimates, including rendering certain mineral resources uneconomic to mine. Many of these changes may be beyond the Group's control.

The volume and grade of the ore the Group recovers may not conform to current expectations. Lower market prices, increased production costs, reduced recovery rates and other factors may render the Group's mineral resources and mineral reserves uneconomic to exploit and may result in revision of its mineral reserve estimates from time to time. Mineral reserve data is not necessarily indicative of future results of operations. If the Group's actual mineral reserves are less than current estimates, the Group's results of operations and financial condition may be materially impaired.

Third party contractors and providers of capital equipment can be scarce

The Group contracts or leases services and capital equipment from third party providers. Such equipment and services can be scarce and may not be readily available at times and places required. In addition, costs of third party services and equipment have increased significantly over recent years and may continue to rise. Scarcity of equipment and services and increased prices may in particular result from any significant increase in exploration and development activities on a region by region basis which might be driven by high demand for gold or other minerals. In some of the regions in which the Group operates there is significant demand for capital equipment and services. The unavailability of, or high costs incurred to obtain, such services and equipment could result in a delay or restriction in the Group's projects and adversely affect the feasibility and profitability of such projects and therefore have an adverse effect on the Group's business, financial condition, results of operations and prospects.

Agreement with BCM International Ltd ("BCM")

On 18 March 2015, the Company entered into a binding agreement with BCM, a well established mining contractor servicing the mining industry in West Africa, whereby BCM has agreed to subscribe for Ordinary Shares in the Company in lieu of payment for services, once definitive contracts have been entered into with the Company in relation to pre-production mining for the Yanfolila gold project, as well as the construction of an access road, airstrip and tailings management facility.

The Company has agreed to use reasonable endeavours to agree the terms of the contracts as soon as practicable, and BCM has agreed that upon satisfactory performance of its relevant work obligations, its respective invoices can be satisfied on a quarterly basis half in cash and half by the allotment of ordinary shares in the Company at the issue price, up to a maximum of US$5m (being 11,261,261 ordinary shares). In addition, BCM has agreed that any New Ordinary Shares allotted to it will be subject to a 6 month lock-in period from their issue.

There are financial risks involved if the terms of the contracts are not agreed as this will impact BCM's work on the pre-production mining and generate financial strains on the Company and its operations.

Power stoppages, fluctuations and energy cost increases could adversely affect Hummingbird's results of operations and financial condition

The Group's mining operations are dependent on electrical power generated by local power companies. Back-up power is sourced from diesel generators. Historically, the incidence of power outages has resulted in mining companies being required to reduce power consumption at operations to minimise the load on that country's power grid, leading to notable losses in production across the mining industry. The Company cannot give assurance as to a resumption of rolling power outages, voltage imbalances or reductions in availability that may impact future operations.

Estimates in financial statements

Preparation of consolidated financial statements requires the Group to use estimates and assumptions. Accounting for estimates requires the Group to use its judgement to determine the amount to be recorded in its financial statements in connection with these estimates. The Group's accounting policies regarding exploration and evaluation require management to make certain estimates and assumptions as to future events and circumstances, in particular, the assessment of whether economic quantities of ore reserves or mineral resources have been found. In addition, the carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. If the estimates and assumptions are inaccurate, the Group could be required to write down the value of certain assets. On an ongoing basis, the Group re-evaluates its estimates and assumptions. However, the actual amounts could differ from those based on estimates and assumptions.

Holding company structure and restrictions on dividends

The Company's operating results and its financial condition are dependent on the trading performance of members of the Group. The Company's ability to pay dividends in the future will depend on the level of distributions, if any, received from the Company's subsidiaries. The Group's members may, from time to time, be subject to restrictions on their ability to make distributions to the Company, as a result of factors such as restrictive covenants contained within loan agreements, foreign exchange limitations and regulatory or fiscal restrictions. There can be no assurance that such restrictions will not have a material adverse effect on the Group's business, operating results and financial condition.

The Company has not, since the date of its incorporation, declared or paid any dividends on its Ordinary Shares, and does not yet have a policy with respect to the payment of dividends.

The Company does not plan to pay cash dividends on its Ordinary Shares for the foreseeable future although this will be reviewed periodically by the Board.

Uninsured risks

It is not always possible to obtain insurance against all risks facing the Group and the Group may decide not to insure against certain risks because of high premiums or other reasons. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Group or to other companies in the mining industry on acceptable terms. Although the Group maintains insurance to protect against certain risks in such amounts as it considers reasonable, its insurance will not cover all potential risks associated with its operations and insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the Ordinary Shares.

Working Capital

The Company may need to raise additional funds in the future in order to develop further exploration and development programmes. Whether as a result of fluctuating market conditions, lack of market interest in the Company's industry sector or otherwise, this additional financing may not be available to the Company on acceptable terms. Additional equity financing may be dilutive to Shareholders and could contain rights and preferences superior to those of the New Ordinary Shares, while debt financing may involve restrictions on the Company's financing and operating activities or may not be available at reasonable cost. If the Company is unable to raise additional funds as needed, the scope of its operations may be reduced and or its interest in concessions may be diluted or may expire and, as a result, the Company may be unable to fulfil its medium to long-term exploration and development programme.

Taurus Bridge Facility

On 8 August 2014, the Company reached an agreement with Taurus for a two phase debt facility to enable to generate funding for the construction of the Yanfolila project, consisting of a US$10m bridge facility and a proposed US$75m refinancing package. On 15 August 2014, the Company drew down the full US$10m available under the bridge facility.

On completion of the Yanfolila plant design, associated optimisation studies and satisfaction of the conditions set out in the bridge facility, it is proposed that Taurus will provide US$75m under a 5-year facility for the purpose of refinancing the bridge facility and financing the development costs for the Yanfolila gold project in Mali.

The parties have agreed the key terms of the refinancing agreement pursuant to a mandate letter. However, there is a risk that the definitive refinancing agreement may not be agreed, or not agreed by the repayment date under the bridge facility (8 February 2015). In that event, alternative financing options will need to be sought and the Company's share capital and operations will be materially impacted as described under the Working Capital risk factor above.

Currency risks

Currency fluctuations may affect the Group's revenue from its operations. The Placing and Open Offer and other financing activities will be received in pounds sterling, while a significant portion of its operating expenses will be incurred in other currencies, particular those of the countries in which it operates, namely Republic of Liberia and Republic of Mali. Accordingly, foreign currency fluctuations may adversely affect the Group's financial position and operation results.

As the Group does not currently use commodity or derivative instruments to protect against a fall in gold prices, the Group is exposed to the impact of any significant drop in the gold price. The Group has not entered into forward sales, derivative or other hedging arrangements to establish a price in advance for the sale of its future gold production. In general, hedging in this manner reduces the risk of exposure to a fall in the gold price. As the Group does not currently enter into transactions to hedge against the future price at which its gold production is sold and does not expect to in the near future, the Group can realise the positive impact of any increase in the gold price. However, this also means that the Group is not protected against decreases in the gold price and, if the gold price decreases significantly, the Group's revenues will be materially adversely affected.

Risks relating to key personnel

The Group's prospects depend in part on the ability of its executive officers, senior management and key consultants to operate effectively, both independently and as a group. To manage its growth, the Group must attract and retain additional highly qualified management and technical personnel and continue to implement and improve operational, financial and management information systems. Investors must be willing to rely to a significant extent on management's discretion and judgement, as well as the expertise and competence of outside contractors.

Litigation

While the Group currently has no material outstanding litigation or dispute not already disclosed, there can be no guarantee that the current or future actions of the Group will not result in litigation since there have been a number of cases where the rights and privileges of mining companies have been the subject of litigation. The mining industry, as with all industries, may be subject to legal claims, both with and without merit, from time to time. The Directors cannot preclude that such litigation may be brought against the Group in the future. Defence and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, there can be no assurance that the resolution of any particular legal proceeding will not have a material adverse effect on the Group's financial position, results or operations. The Group's business may be materially adversely affected if the Group and/or its employees or agents are found not to have met the appropriate standard of care or not exercised their discretion or authority in a prudent or appropriate manner in accordance with accepted standards.

Competition

Whilst the Group will not experience competition for its future sales, as gold is a worldwide commodity, it may encounter competition in identifying and acquiring exploration and development rights for attractive gold properties in West Africa.

For the Group to expand its operations, it is likely to face competition from both domestic gold mining companies in such countries and any international gold mining companies which already have significant operations in these countries, together with potential new entrants into such markets, any of which might have greater financial, technological and other resources than the Group.

There is a high degree of competition for the discovery and acquisition of properties considered to have a commercial potential. The Group competes with other mining companies for the acquisition of mineral claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel.

Risks relating to the gold mining industry

Hummingbird is the holding company for a group of companies engaged in gold mining and exploration activities. Gold mining companies face many risks related to their operations (including their exploration and development activities) that may affect their cash flows and overall profitability.

Production of gold

Gold mining is susceptible to numerous events that may have an adverse impact on the Group's business, as well as the Group's ability to produce gold and to meet its future production targets. The material risks faced by the Group are:

* environmental hazards, including discharge of metals, pollutants or hazardous chemicals;

* industrial accidents;

* labour disputes;

* activities of illegal or artisanal miners;

*relocation of local population

* mechanical breakdowns;

* electrical power interruptions;

* encountering unexpected geological formations;

*grade dilution

* unanticipated ground and water conditions;

* unanticipated increases in gold lock-up and inventory levels at the Group's metallurgical operations;

*unexpectedly lower metallurgical recoveries

*geotechnical issues affecting pit stability or strip ratio;* legal and regulatory restrictions and changes to such restrictions;

* safety-related stoppages;

* seismic activity; and

* other natural phenomena, such as floods or inclement weather conditions.

Uncertainty and cost of mineral exploration and acquisitions

As part of its mine development, Hummingbird must undertake exploration activities in order that it can fully understand the geology across its mining and prospecting rights areas and successfully develop the mining operations to fully exploit its resources. Exploration activities are speculative and are often unproductive. These activities also often require substantial expenditure to establish gold resources or reserves through drilling and metallurgical and other testing techniques, determine appropriate recovery processes to extract gold from the ore and construct, renovate or expand mining and processing facilities.

Once gold mineralisation is discovered it can take several years to determine whether gold reserves exist. During this time the economic viability of production may change.

The Group may consider from time to time the acquisition of gold reserves, development properties and operating mines, either as stand-alone assets or as to be integrated into existing Group companies or operations. Its decisions to acquire these properties will be based on a variety of factors including historical operating results, estimates of and assumptions about future reserves, cash and operating costs, the gold price and projected economic returns and evaluations of existing or potential liabilities associated with each property and its operations. Other than historical operating results, all of these parameters may differ significantly from the Group's estimates and assumptions.

Mining companies are subject to extensive health, safety and environmental laws and regulations

Gold mining operations are subject to a variety of industry-specific health and safety laws and regulations depending upon the jurisdiction in which they are located. These laws and regulations are formulated to improve and to protect the safety and health of employees. Should compliance with any new standards require a material increase in expenditure or material interruptions to production, the Group's results in respect of operations and financial condition may be adversely affected.

Mining companies are also subject to extensive environmental laws and regulations in the various jurisdictions in which they operate. These regulations establish limits and conditions on companies' ability to conduct their operations. The cost of the Group's compliance with environmental laws and regulations has been, and is expected to continue to be, significant. Environmental laws and regulations are continually changing and are generally becoming more restrictive. If environmental compliance obligations alter as a result of changes in laws and regulations, or in certain assumptions on the basis of which the Group estimates liabilities, or if unanticipated conditions arise at the Group's operations, expenses and provisions would increase. If material, these expenses and provisions could adversely affect the Group's results and financial condition.

Mining companies are required to close their operations and rehabilitate the lands that they mine in accordance with environmental laws and regulations. Estimates of the total ultimate closure and rehabilitation costs for gold mining operations are significant. Environmental liabilities are accrued when they become known, probable and can be reasonably estimated. Regulators are continuously reviewing these regulations and any amendments could result in additional financial guarantees being required, negatively impacting on Group working capital. Costs associated with rehabilitating land disturbed by the mining processes and addressing the environmental, health and community issues are estimated and financial provision made based upon information available currently.

Estimates may however, be insufficient and further environmental issues may be identified at any stage. Any underestimated or unidentified rehabilitation costs would reduce earnings and could materially and adversely affect the Group's asset values, earnings and cash flows.

Security risks and loss control issues

Whilst mine security and loss control procedures have been implemented, the risk remains of illegal mining, theft, threats to mine workers' lives and safety as well as industrial espionage, information loss and the loss of the operational efficiency of the mine.

Risks relating to emerging markets generally

Investors in companies whose assets are located in emerging economies such as Republic of Liberia and Republic of Mali should be aware that these economies are subject to greater risk than more developed economies, including in some cases significant legal, regulatory, economic and political risks. Investors should also note that emerging economies are subject to rapid change and that the information set out in this document may become outdated. Accordingly, investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, in light of these risks, investing in the New Ordinary Shares is appropriate. Generally, investment in a company whose assets are located in an emerging economy is only suitable for sophisticated investors who fully appreciate the significance of the risks involved and investors are urged to consult with their own legal and financial advisers before making an investment in the New Ordinary Shares.

The legal system in many emerging markets countries is less certain than more developed legal systems

Many emerging markets countries have a less developed legal system than more established economies, particularly with respect to mining operations, which may result in risks such as: (i) potential difficulties in obtaining effective legal redress in their courts, whether in respect of a breach of law or regulation, or in an ownership dispute; (ii) a higher degree of discretion on the part of Governmental authorities; (iii) the lack of judicial or administrative guidance when interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or (v) relative inexperience of the judiciary and courts in such matters. In addition, the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be uncertain, creating particular concerns with respect to licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. Any difficulties faced by the Group arising from these uncertainties could have an adverse effect on the Group's business and financial condition and prospects.

Any downgrading of prevailing debt rating by an international rating agency could have a negative impact on the Group

Any adverse revision to the prevailing credit rating for domestic and international debt by any of the international rating agencies may adversely impact the Group's ability to raise future project financing and the interest rates and other commercial terms at which such additional financing may be available. This could have an adverse effect on the Group's financial performance and its ability to obtain financing to fund its growth on favourable terms or at all.

National or regional instability could disrupt the Group's business and affect the price of the Ordinary Shares

Ongoing terrorist activity and armed conflicts in North Africa including the activities of Al-Qaeda in the Islamic Maghreb (AQIM), the Middle East and elsewhere have had a significant effect on international finance and commodity markets. Any future national or international acts of terrorism or armed conflicts in countries where the Group has operations or assets or in neighbouring countries or other parts of the world could have an adverse effect on the Group's operations, financial and commodities markets and the wider global economy and could adversely affect the Group's business and financial condition.

Exploration and Mining Risks

The business of exploration for minerals is highly speculative in nature, involves a high degree of risk and is frequently unsuccessful. Few properties that are explored are ultimately developed into producing mines. There can be no assurance that any mineralisation discovered by the Group will result in proven and probable reserves nor that any mineral deposits determined by the Group will contain economically recoverable volumes of resources. Should the mineral deposits contain economically recoverable resources then delays in the construction and commissioning of mining projects or other technical difficulties may result in the Group's current or future projected target dates for production being delayed or further capital expenditure being required or the resource becoming uneconomic.

The operations of the Group may be disrupted by a variety of risks and hazards which are beyond the control of the Company, including geological, geotechnical and seismic factors, environmental hazards, industrial accidents, occupational and health hazards, technical failures, labour disputes, unusual or unexpected rock formations, explosions, flooding and extended interruptions due to inclement or hazardous weather conditions and other acts of God such as natural disasters and outbreaks of highly contagious diseases such as Ebola These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. No assurance can be given that the Group will be able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

The occurrence of any of these hazards can delay activities of the Group and may result in liability. The Group may become subject to liability for pollution or other hazards against which it has not insured or cannot insure, including those in respect of past mining activities for which it was not responsible.

Substantial expenditures are required to establish ore reserves through drilling, and, in the cases of new properties, to construct mining and processing facilities. As a result of these uncertainties, no assurance can be given that the exploration programmes undertaken by the Group will result in any new commercial mining operations being brought into operation. In addition, delays in the construction and commissioning of any of the Group's mining projects or drilling projects or other technical difficulties may result in projected target dates for related production being delayed and/or further capital expenditure being required. In common with all mining and drilling operations, there is uncertainty, and therefore risk, associated with operating parameters and costs resulting from the scaling up of extraction methods tested in laboratory conditions. The Group's ability to raise further funds will depend on the success of existing and acquired operations. The Group may not be successful in procuring the requisite funds and, if such funding is unavailable, the Group may be required to reduce the scope of its operations or anticipated expansion. In the event that financing is successful it may mean that new Ordinary Shares need to be issued on a non pre-emptive basis, thus diluting the interests of investors at that time.

Operational Targets and Delays

The Group's operational targets will be subject to the completion of planned operational goals on time and according to budget, and are dependent on the effective support of the Group's personnel, systems, procedures and controls. Any failure of these may result in delays in the achievement of operational targets with a consequent material adverse impact on the business, operations and financial performance of the Group. The Group will not generate any material income until mining has successfully commenced. In the meantime the Group will continue to expend its cash reserves.

Bribery and corruption

The Group operates in a range of regions where its representatives may be exposed to potentially corrupt practices. There is no guarantee that the Group's policies will successfully protect the Group from such practices and their legal and financial consequences.

Risks relating to the Placing and Open Offer

Future sales of Ordinary Shares could adversely affect the share sale price

Sales of additional Ordinary Shares into the public market following the Placing and Open Offer could adversely affect the market price of the Ordinary Shares if there is insufficient demand for the Ordinary Shares at the prevailing market price.

Share price may fluctuate

Publicly traded securities from time to time experience price and volume fluctuations that may be unrelated to the operating performance of the companies that have issued them. In addition, the market price of the Ordinary Shares may prove to be volatile. The market price of the Ordinary Shares may fluctuate in response to a number of factors, many of which are beyond the Group's control, including: variations in operating results in the Group's reporting periods; changes in financial estimates by securities analysts; changes in market valuation of similar companies; announcements by the Group of significant contracts, acquisitions, strategic alliances, joint ventures or capital commitments; changes to mineral resource and reserve statements; additions or departures of key personnel; any shortfall in revenues or net income or any increase in losses from levels expected by securities analysts; future issues or sales of Ordinary Shares; and stock market price and volume fluctuations. Any of these events could result in a material decline in the price of the Ordinary Shares.

Risks relating to Resolutions not being passed

If the Resolutions are not passed, the Company will not be able to proceed with the Placing and Open Offer in the form currently envisaged.

In the event that the Resolutions are not passed, the Company will not be able to proceed with the Placing and Open Offer in the form currently envisaged, with the result that the anticipated net proceeds of the Placing and Open Offer will not become available to fund proposed upcoming expenditure and achieve the objectives currently pursued by the Company. The Group's business plan and growth prospects may be materially adversely affected as a result.

Additionally, in the event that it is unable to proceed with the Placing and Open Offer in the form currently envisaged, given its anticipated working capital requirements in 2015/2016 and in order to fund proposed upcoming expenditure and to pursue its business plan, the Group may seek alternative equity and/or debt financing on whatever terms are available to it, which may result in greater dilution of the Existing Ordinary Shares and/or in the Company incurring significant indebtedness. Such equity or debt financing may not be made available on terms that are as favourable to the holders of the Existing Ordinary Shares as those envisaged in the Placing and Open Offer, or at all.

Holders of Existing Ordinary Shares who do not acquire Open Offer Shares pursuant to the Open Offer will experience a further dilution of their percentage ownership of the Company's Ordinary Shares

Shareholders' proportionate ownership and voting interest in the Company will be reduced pursuant to the Placing. Shareholders' proportionate ownership and voting interest in the Company will be further reduced pursuant to Open Offer to the extent that Shareholders do not take up the offer of Open Offer Shares under the Open Offer. Subject to certain exceptions, Shareholders in the United States and other Restricted Jurisdictions will not be able to participate in the Open Offer.

Pre-emptive rights may not be available for non-UK holders of Ordinary Shares

In the case of an increase of the share capital of the Company for cash, the existing Shareholders are entitled to pre-emption rights pursuant to the Articles unless such rights are waived by an extraordinary resolution of the Shareholders at the General Meeting (as proposed in respect of the Placing and Open Offer) and such an issue could dilute the interests of the then existing Shareholders. To the extent that pre-emptive rights apply in respect of future issue of Ordinary Shares by the Company for cash, certain non-UK holders of Ordinary Shares may not be able to exercise pre-emptive rights for their Ordinary Shares unless the Company decides to comply with applicable local laws and regulations or an exemption from the registration requirements thereunder is available.

Other risk factors

The Existing Ordinary Shares are traded on AIM, rather than the main market of the London Stock Exchange. An investment in shares traded on AIM may carry a higher risk than an investment in shares listed on the Official List of the UK Listing Authority and traded on the main market of the London Stock Exchange.

Investors should be aware that the value of the Ordinary Shares may be volatile and may go down as well as up and investors may therefore not recover their original investment, especially as the market in the Ordinary Shares on AIM may have limited liquidity.

The market price of the Ordinary Shares may not reflect the underlying value of the Company's net assets. The price at which investors may dispose of their shares in the Company may be influenced by a number of factors, some of which may pertain to the Company, and others of which are extraneous. Investors may realise less than the original amount invested.

The risks above do not necessarily comprise all those faced by the Company and are not intended to be presented in any assumed order of priority.

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This information is provided by RNS

The company news service from the London Stock Exchange

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