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Hummingbird Res. (HUM)

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Thursday 27 May, 2021

Hummingbird Res.

2020 Audited Annual Results

RNS Number : 0090A
Hummingbird Resources PLC
27 May 2021
 

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

 

27 May 2021

 

Hummingbird Resources plc

("Hummingbird" or the "Company") 

 

2020 Audited Annual Results

 

Hummingbird Resources plc (AIM:HUM) is pleased to announce its audited financial results for the year ended 31 December 2020 ("2020").

 

Financial Highlights:

§ Total Group Sales of US$185.1 million (2019 US$156.9 million)

§ Pre-Tax Profit of US$26.3 million (2019 US$9.4 million)

§ After-Tax Profit of US$25.2 million (2019 US$7.9 million)

§ EBITDA of US$75.2 million (2019 US$54.5 million)

§ Adjusted EBITDA1 of US$62.3 million (2019 US$46.3 million)

§ Diluted earnings per share US$ cents 5.02 (2019 US$ cents 1.50)

§ Total bank debt of US$13.2 million with ~US$30 million capital repaid in the year and forecasting to have repaid all current bank debt by the end of H1 2021

§ Net Cash of US$1.5 million2 

 

Operational and Company Highlights:

§ 101,069 ounces ("ozs") of gold poured in 2020 (115,649 ozs in 2019)

§ US$1,147/oz All in Sustaining Cost ("AISC") in 2020 (US$986/oz AISC in 2019)

§ Average grade of 2.41 grammes per tonne ("g/t") in 2020 (2.88 g/t in 2019)

§ 104,174 ozs of gold sold in 2020 at an average price of US$1,745/oz

§ Impressive  Total Recordable Injury Frequency Rate ("TRIFR") of 0.82 (2019 2.82)

§ Successful 2020 drilling programme of ~21,000 metres completed at Yanfolila

§ June 2020 earn-in agreement with Pasofino Gold Ltd ("Pasofino") to advance and fund the Dugbe Gold Project in Liberia ("Dugbe") to completion of feasibility study

§ September 2020 acquisition completed of the Kouroussa Gold Project in Guinea ("Kouroussa"), with mining licences granted in May 2021

§ Joined the World Gold Council ("WGC") in June 2020 and committed to adherence of the Responsible Gold Mining Principles ("RGMPs")

§ ESG programmes continue at Yanfolila, Kouroussa, and Dugbe

§ Advancement of Single Mine Origin ("SMO") as an industry platform of responsibly sourced metal

 

Adjusted EBITDA Earnings before interest, tax, depreciation and amortisation, effect of impairment charges, foreign currency translation gains/losses and other non-recurring expense adjustments but including IFRS 16 lease payments.

2 Net cash including the value of gold inventory as at 31.12.2020.

 

Chairman's Statement

2020 was a year of significant challenges for us all - whether as individuals or companies, we have all had to adapt to a period of continuing uncertainty and stress caused by COVID-19. Whilst, unfortunately, unlike last year, we have not been able to maintain the production improvements in the Company's operational performance, this is certainly not through want of effort, commitment, or focus. In particular, I would like to acknowledge the huge personal sacrifices that our operational staff have made in keeping Yanfolila operating safely, and the local villages the Company supported during this period. It is of particular note, that many of our expatriate and local staff were, due to governmental COVID-19 restrictions, unable to leave the site for a prolonged period causing stress to them and their families. Yanfolila continuing to operate safely and with community support during these exceptional times is a significant achievement and one for which we should all be appreciative.

Not only has COVID-19 affected our people, it has also reduced the efficiency of our supply chain, our ability to access external expertise at the mine, and has prevented the sort of face-to-face contact between the mine and our support staff that is vital for effective operations. Despite all these challenges, the Board is pleased that operations continued, and pleasingly we also advanced our strategic growth objectives in Liberia, through our earn-in agreement with Pasofino, and in Guinea with the acquisition of Kouroussa.

ESG continues to be a significant focus for the Company. We are now over two million hours worked injury free, and our COVID-19 protocols on site and in the local community have contributed significantly to mitigating COVID-19 cases, spread and adverse health related issues.  Although COVID-19 impacted our community team's ability to interact with our local communities as normal, community project initiatives continued with the likes of ongoing success at our market gardens, soap manufacturing programmes, training, malaria spraying initiatives and water infrastructure improvements, amongst others.  This year we have enhanced our focus on the adoption of industry best practices. To this end we have now joined the WGC and are now working to implement the WGC RGMPs.

I would like to thank all our shareholders who have been there through our evolution from gold explorer to gold producer and remained committed through the challenging times. Even though this year has been exceptionally challenging, I do hope that you are able to recognise that the Company has achieved much, especially in taking steps to position itself strategically for a brighter future.

 

Russell King

Non-Executive Chairman

 

CEO's Statement

2020 in Review:

2020 was an extraordinary year by any measure, with the COVID-19 pandemic dominating affairs around the world. Virtually no person or business was immune to the impact in some form or another, and our business was no different. The challenges presented by COVID-19 were multiple, and not always predictable. By and large they affected logistics and "the human teams" element of the Company the most. Whilst on one hand video conferencing has provided us all with a very functional method of interaction, I personally believe it is a poor substitute for face time and the chemistry which bonds a team and forms the culture of a company.

At our Yanfolila mine in Mali we endured extended periods of border closures (induced by the additional complication of an in-country coup as well as COVID-19 restrictions) which impacted the movement of people and goods to supply the mine, and resulted in some changes being necessary to the mine plan in order to preserve equipment from a maintenance perspective. Despite 2020 proving a challenging year, and not meeting forecast production expectations as set at the start of the year, we are proud that the Company continued to operate during difficult circumstances without significant downtime and continued to pay down circa US$30 million of debt to end the year in a net cash position.

At the start of 2020, achieving a strengthening balance sheet and net cash position during the year was one of the Company's key objectives. Additionally, we set out to conduct a more systematic exploration programme at Yanfolila in order to prove further mine life extensions and improve confidence in our known resources. The exploration programme achieved both of these objectives with particularly exciting results coming from the Sanioumale East (" SE") deposit. 

We also set ourselves the target of enhancing the growth pipeline for the Company and advancing Dugbe, Liberia in order to recognise value from the asset for shareholders.  Again, both of these objectives were achieved with the acquisition of Kouroussa, Guinea and the signing of an earn-in agreement with Pasofino to advance and fund Dugbe, Liberia to feasibility study.

As a result, Hummingbird has a strengthened balance sheet, has an improved mine life outlook at Yanfolila and both a high-grade development asset at Kouroussa, Guinea and the development of a large-scale project in Liberia towards a feasibility study which could showcase a meaningful Net Present Value ("NPV") on a multi-million-ounce gold deposit.

The health and safety record at Yanfolila has been exemplary with the Company passing one year with no L ost Time Injury ("LTI"). This is a fantastic achievement as we develop into a seasoned mining company and puts us into the first rank of industry performance.

However, these achievements, and the strong position Hummingbird now finds itself in, with the ability to show strong internal growth, has been largely overshadowed by the higher costs and lower than expected gold production at Yanfolila in 2020. As explained above, this was in part due to the COVID-19 induced challenges encountered during the course of the year. The mine plan was changed in order to process more oxide material in order to prevent wear and tear on equipment. In Q3 a coup in Mali impacted logistics, in particular due to border closures, and extreme weather events added further complexities to those already being felt from COVID-19 impacting both our production and cost forecasts for the year. 

In terms of investing in senior personnel for the future, the Company invested in adding to the senior management team with the appointment of a Chief Strategy and ESG Officer, a new General Manager at Yanfolila, and in 2021, a new Chief Operating Officer amongst others as the Company positions itself to become a multi-asset, multi-jurisdiction gold producer. 

Another Company initiative further advanced in 2020, being the development of SMO. The aim is to be recognised as a thought-leader in the market of responsibly sourced metal, and through our strategic partner, Betts Metals Ltd, we have the ability to segregate metal all the way through the refining and manufacturing process, into the jewellery that retail consumers buy. The purchaser is provided with a unique QR code which details which responsible mine that metal was sourced from and what environmental and community initiatives are conducted at that site in order to improve the livelihoods of the local people and the surrounding environment. All SMO mines will need to conform to a world assurance standard (like the WGC RGMP's for example) in order to receive accreditation and as a retail-led initiative, we believe it will become an industry leading, fully traceable way, to showcase the important work that the mining industry does in positively contributing in the areas where they operate.  Lastly of note, during 2020, the Company became a member of the WGC, which we believe is an important statement of our ambitions to adhere to a high level of operational and responsible mining practices, but also important in our future growth ambitions. 

2021 Outlook:

During 2021 our primary focus will be to ensure that the operations at Yanfolila are stabilised and output is more predictable. Our guidance for the year is 100,000 to 110,000 oz of gold, with an All in Sustaining Cost of US$1,250 to 1,350 per oz of gold sold. We are at the high-cost part of the life of mine plan, and there are a number of initiatives in place that are being further developed in order to improve efficiencies and reduce cost across the operation.

The Company has also doubled its exploration budget at Yanfolila up to US$10 million, in order to build on the 2020 drilling success. The intention of this programme is to discover more oz's to extend the mine life at Yanfolila.  We see the perceived short mine life at Yanfolila as a major hindrance on our valuation, and attention in this area can deliver material results which we have started to see in our 2020 drilling results. We expect more success in 2021 given our increased budget spend in this area. 

Additionally in 2021, a major focus for the Group will be the advancement of Kouroussa, Guinea. This is a major growth project for the Company and will see Group production rise materially once in production to +200,000 oz per annum, as well as delivering diversification advantages as we become a multi-asset, multi-jurisdiction gold producer. Now that the mining licence has been granted, by the Government of Guinea, we are in the process of finalising the capital cost estimates with an eye to approving, financing and commencing construction of the project in the second half of 2021. In our planning process, we are looking to incorporate leading ESG practices, strategies, and processes at Kouroussa, Guinea to build a mine that is not only compliant of leading industry practices but forward thinking in terms of how we care for the environment, communities, employees, and key stakeholders in the region.

Further, at Dugbe, Liberia, our earn-in partners, Pasofino, made significant progress in 2020 in terms of taking the project forward to delivering a Definitive Feasibility Study, by the end of 2021, on their current estimates and we look forward to their continued progress throughout the year.  

Finally, but importantly, we look forward to enhancing our overall ESG initiatives at Yanfolila, furthering our   ESIA studies at Kouroussa and progressing ESG management procedures for the project, as well as with our earn-in partners Pasofino at Dugbe, leading an ESIA process.  Additionally, we are excited about the prospects of SMO, as highlighted above, and seeing more global mines join the platform.

Above all else, as the restrictions placed upon us ease, we will strive to build a company that as shareholders, owners, employees and stakeholders alike, we can all be proud of.

 

Dan Betts

Chief Executive Officer

 

 

For further information please visit www.hummingbirdresources.co.uk or contact:

Daniel Betts, CEO

Thomas Hill, FD

Edward Montgomery, CSO & ESG

Hummingbird Resources plc

Tel: +44 (0) 20 7409 6660

James Spinney

Ritchie Balmer

 

Strand Hanson Limited

Nominated Adviser

Tel: +44 (0) 20 7409 3494

James Asensio

Thomas Diehl

Canaccord Genuity Limited

Broker

Tel: +44 (0) 20 7523 8000

Tim Blythe

Megan Ray

Rachael Brooks

Blytheweigh

Financial PR/IR

Tel:  +44 (0) 20 7138 3205

Notes to Editors:

Hummingbird Resources (AIM: HUM) is a leading multi-asset, multi-jurisdiction gold production, development and exploration company and member of the World Gold Council ("WGC").  Hummingbird's vision is to continue to grow its asset base, producing profitable ounces, while continuing to focus on its Environmental, Social & Governance ("ESG") policies and practices.  The Company currently has two core gold projects, the producing Yanfolila Gold Mine in Mali, and the Kouroussa gold development project in Guinea.  Further, the Company has a controlling interest in the Dugbe Gold Project in Liberia that is being developed by Pasofino Gold Limited through an earn-in agreement. 

 

 

 

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2020

 

 

 

2020

$'000

2019

$'000

Continuing operations

 

 

 

 

 

 

 

Revenue

 

185,072

156,874

Production costs

 

(93,975)

(86,298)

Amortisation and depreciation

 

(41,367)

(38,783)

Royalties and taxes

 

(6,747)

(5,726)

Cost of sales

 

(142,089)

(130,807)

Gross profit

 

42,983

26,067

Share based payments

 

(2,081)

(753)

Other administrative expenses

 

(8,928)

(12,056)

Operating profit

 

31,974

13,258

Finance income

 

2,014

 2,241

Finance expense

 

(9,288)

(8,278)

Share of associate loss

 

-

(62)

Share of joint venture loss

 

(17)

(4)

Reversals in impairment of financial assets

 

397

23

Gains on financial assets measured at fair value

 

1,203

2,218

Profit before tax

 

26,283

9,396

Tax

 

(1,135)

(1,551)

Profit for the year

 

25,148

7,845

 

 

Attributable to:

 

 

 

Equity holders of the parent

 

19,022

5,422

Non-controlling interests

 

6,126

2,423

Profit for the year

 

25,148

7,845

 

 

Earnings per share (attributable to equity holders of the parent)

 

 

 

Basic ($ cents)

 

5.35

1.53

Diluted ($ cents)

 

5.02

1.50

 

 

 

 

 

Consolidated Statement of Financial Position

As at 31 December 2020

 

 

 

 2020

$'000

 2019

 $'000

Assets

 

 

 

Non-current assets

 

 

 

Intangible exploration and evaluation assets

 

75,574

73,859

Intangible assets software

 

204

284

Property, plant and equipment

 

150,247

129,732

Right of use assets

 

13,797

12,940

Investments in associates and joint ventures

 

175

99

Financial assets at fair value through profit or loss

 

7,721

6,103

Deferred tax assets

 

684

-

 

 

248,402

223,017

Current assets

 

 

 

Inventory

 

20,352

18,082

Trade and other receivables

 

12,724

11,557

Unrestricted cash and cash equivalents

 

6,552

4,398

Restricted cash and cash equivalents

 

4,516

4,131

 

 

44,144

38,168

Total assets

 

292,546

261,185

Liabilities

 

 

 

Non-current liabilities

 

 

 

Borrowings

 

-

10,148

Lease liabilities

 

2,380

3,661

Deferred consideration

 

5,402

-

Other financial liabilities

 

6,836

-

Provisions

 

16,125

14,879

 

 

30,743

28,688

Current liabilities

 

 

 

Trade and other payables

 

39,440

39,809

Lease liabilities

 

10,894

8,933

Other financial liabilities

 

15,000

15,000

Borrowings

 

13,208

29,852

 

 

78,542

93,594

Total liabilities

 

109,285

122,282

Net assets

 

183,261

138,903

Equity

 

 

 

Share capital

 

5,344

5,301

Share premium

 

488

-

Shares to be issued

 

17,407

-

Retained earnings

 

150,246

129,952

Equity attributable to equity holders of the parent

 

173,485

135,253

Non-controlling interest

 

9,776

3,650

Total equity

 

183,261

138,903

 

 

 

 

Consolidated Statement of Cash Flows

For the year ended 31 December 2020

 

 

 

2020

$'000

2019

$'000

Net cash inflow from operating activities

 

66,256

44,724

  Investing activities

 

 

 

Asset purchase, net of cash acquired

 

(35)

-

Purchases of intangible exploration and evaluation assets

 

(2,601)

(3,836)

Purchases of property, plant and equipment

 

(18,136)

(15,471)

Pasofino funding

 

5,559

-

Pasofino funding utilisation

 

(4,673)

-

Purchase by non-controlling interest

 

1,883

-

Purchase of shares in other companies

 

(393)

(402)

Interest received

 

11

 65

Net cash used in investing activities

 

(18,385)

(19,644)

Financing activities

 

 

 

Exercise of share options

 

532

30

Lease principal payments

 

(12,663)

(11,346)

Lease interest payments

 

(1,201)

(525)

Loan interest paid

 

(2,547)

(4,280)

Loans repaid

 

(29,252)

(20,809)

Commissions and other fees paid

 

(571)

(844)

Net cash used in financing activities

 

(45,702)

(37,774)

Net increase/(decrease) in cash and cash equivalents

 

2,169

(12,694)

Effect of foreign exchange rate changes

 

370

(307)

Cash and cash equivalents at beginning of year

 

8,529

21,530

Cash and cash equivalents at end of year

 

11,068

8,529

 

 

 

 

 

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2020

 

 

 

Share

capital

$'000

 

 

Shares to be issued

$'000

Share

premium

$'000

Retained

earnings

$'000

Total equity attributable to the parent

$'000

Non-controlling interest

$'000

Total

$'000

 

 5,271

-

 -

 124,117

 129,388

 1,227

 130,615

 

Comprehensive income for the year:

 

 

 

 

 

 

 

 

Profit for the year

-

-

-

5,422

5,422

2,423

7,845

 

-

-

-

5,422

5,422

2,423

7,845

 

Share based payments

 30

-

-

 422

452

-

452

 

Other

 -

-

-

 (9)

(9)

-

(9)

 

As at 31 December 2019

5,301

-

-

129,952

 135,253

3,650

 138,903

 

Comprehensive income for the year:

 

 

 

 

 

 

 

 

Profit for the year

-

-

-

19,022

19,022

6,126

25,148

 

-

-

-

19,022

19,022

6,126

25,148

 

Transactions with owners in their capacity as owners:

 

 

 

 

 

 

 

 

Shares to be issued as consideration in asset purchase

 

-

 

 

17,407

-

 

-

17,407

-

17.407

 

Total transactions with owners in their capacity as owners

 -

 

17,407

-

 -

17,407

 -

17,407

 

Share based payments

 43

-

488

 1,272

1,803

-

1,803

 

As at 31 December 2020

5,344

17,407

488

150,246

 173,485

9,776

 183,261

 

 

Share capital

The share capital comprises the issued ordinary shares of the Company at par value.

 

Share premium

The share premium comprises the excess value recognised from the issue of ordinary shares for consideration above par value.

 

 

 

Retained earnings

Retained earnings comprise distributable reserves.

 

Non-controlling interest

The non-controlling interest relates to the 20% stake the Government of Mali has in Société Des Mines De Komana SA ("SMK") which owns and operates the Yanfolila Mine.

 

Shares to be issued

Relates to the shares to be issued in settling the initial purchase consideration on the Kouroussa Gold Project.

 

 

 

 

Notes to the Consolidated Financial Statements

1.  General information

Hummingbird Resources PLC is a public limited company with securities traded on the AIM market of the London Stock Exchange. It is incorporated and domiciled in the United Kingdom and has a registered office at 49-63 Spencer Street, Hockley, Birmingham, West Midlands, B18 6DE.

 

The nature of the Group's operations and its principal activities are the exploration, evaluation, development, and operating of mineral projects, principally gold, focused currently in West Africa.

The preliminary announcement does not constitute full financial statements.

The financial information for the year ended 31 December 2020 has been extracted from the Company's audited financial statements which were approved by the Board of Directors on 26 May 2021 and which, if adopted by the members at the Annual General Meeting, will be delivered to the Registrar of Companies for England and Wales. The report of the auditor on the 31 December 2020 financial statements was unqualified, did not contain a statement under Section 498(2) or Section 498(3) of the Companies Act 2006.

3.  Going Concern

The financial position of the Group, its cash flows, liquidity position and borrowing facilities are set out in the Finance Review. At 31 December 2020, the Group had cash and cash equivalents of $11.1 million and total borrowings of $13.2 million. As at December 31, 2020, the Company had a working capital deficiency (current assets less current liabilities) of $34.3 million. The current liabilities include Anglo Pacific royalty liability of $15 million which, although current due to the nature of the agreement, is not expected to be paid soon. Details on the Group's borrowings are set out in note 17 to the financial statements.

 

The Group has prepared cash flow forecasts based on estimates of key variables including production, gold price, operating costs, capital expenditure through to December 2022 that supports the conclusion of the Directors that they expect the available funding arrangements to be sufficient to meet the Group's anticipated cash flow requirements to this date.

 

These cashflow forecasts are subject to a number of risks and uncertainties, in particular the ability of the Group to achieve the planned levels of production and gold prices. The Board reviewed and challenged the key assumptions used by management in its going concern assessment, as well as the scenarios applied and risks considered, including the risks associated with COVID-19. To date, although there have not been any significant operational disruptions due to COVID-19, cost and logistical pressures were felt by the Group throughout 2020. The Board has considered the operational disruption that could be caused by factors such as illness amongst our workforce and potential disruptions to supply chain, factoring in these potential impacts and reasonable mitigating actions to forecasts and sensitivity scenarios.  

The Board also considered sensitivities to those cash flow scenarios (including where production is lower than forecast) which in some cases showed tight cash flow months.  Should this situation arise, the Directors believe that they have a number of options available to them, such as deferring certain expenditures and/or obtaining additional funding, which would allow the Group to meet its cash flow requirements through this period.

 

Based on its review, the Board has a reasonable expectation that the Group has adequate resources to continue operating for the foreseeable future and hence the Board considers that the application of the going concern basis for the preparation of the Financial Statements was appropriate.

Should the Group be unable to achieve the required levels of production and associated cashflows, defer expenditures or obtain additional funding such that the going concern basis of preparation was no longer appropriate, adjustment would be required including the reduction of balance sheet asset values to their recoverable amounts and to provide for future liabilities should they arise.

4.  Profit per ordinary share

Basic profit per ordinary share is calculated by dividing the net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

 

The calculation of the basic and diluted profit per share is based on the following data:

 

 

 

 2020

$'000

 2019

$'000

Profit

Profit for the purposes of basic profit per share being net profit attributable to equity holders of the parent

 

19,022

 

5,422

 

Number of shares

 2020

Number

 2019

Number

Weighted average number of ordinary shares for the purposes of basic profit per share

355,380,149

353,815,287

Weighted number of shares to be issued as part of asset purchase

11,685,100

-

Adjustments for share options and warrants

11,835,883

8,347,731

Weighted average number of ordinary shares for the purposes of diluted profit per share

378,901,132

362,163,018

 

Profit per ordinary share

 2020

$ cents

 2019

$ cents

Basic

5.35

1.53

Diluted

5.02

1.50

 

At the reporting date there were 50,761,957 (2019: 15,549,307) potentially dilutive ordinary shares. Potentially dilutive ordinary shares include share options issued to employees and directors, warrants issued and in 2020 includes the 35,248,441 shares to be issued as part of the Kouroussa Project acquisition.

 

5.  Net debt reconciliation

 

 

At 1

January

 2020

$'000

 

 

Acquired as part of asset purchase

$'000

 

Cash flow

$'000

Foreign

exchange

movement

$'000

Amortisation

of issue costs/other 1

$'000

At 31 December

2020

$'000

Unrestricted cash

 

4,398

17

2,152

(15)

-

6,552

Restricted cash

 

4,131

-

-

385

-

4,516

Total cash & cash equivalents

 

8,529

17

2,152

370

-

11,068

Borrowings

 

(40,000)

-

29,252

(1,332)

(1,128)

(13,208)

Lease liabilities

 

(12,594)

-

13,864

-

(14,545)

(13,275)

Net debt

 

(44,065)

17

45,286

(962)

(15,673)

(15,415)

 

1   Included within the other category on lease liabilities is $12,963,000 additions to liabilities as a result of the one year extension to the mining contract in Mali as well as $1,201,000 unwind of discount.

6.  Events after the reporting date

Change of Mining Contractor

On 1 April 2021 Junction Contract Mining ("JCM") were appointed as mining contractor at the Yanfolila mine.  JCM took over the mining fleet and approximately 90% of the existing employees of AMS allowing a seamless hand over process. 

Vested Options under HIPPO 2020

 

Following the year and the Board approved the following Restricted Share Units ("RSUs") should vest in line with achieved performance criteria, once the Company was in an open period (subject to continuous employment).

 

Name

Position

RSUs

Granted*

RSUs Lapsed**

RSUs already Vested, or to Vest

Immediate **

At 31/12/2021

At 31/12/2022

Daniel Betts

Chief Executive Officer

2,187,500

1,093,750

546,874

273,438

273,438

Thomas Hill

Finance Director

1,407,500

703,750

351,874

175,938

175,938

Other Employees

n/a

5,485,000

4,134,082

737,122

306,898

 

306,898

 

Total Directors and Employees

 

9,080,000

5,931,582

1,635,870

756,274

756,274

 

* The RSUs under HIPPO2020 consist of options granted over ordinary shares in the Company of £0.01 each ("Shares") and have an exercise price of £0.01 per Share.  RSUs vest subject to performance and continuous employment criteria being met.

 

** These RSUs will lapse / vest as soon as the Company is in an open period .

 

As a result of HIPPO2020's strict performance criteria on production and cost targets, and the Company's track record of aligning management and shareholders' interests, only 35% of the HIPPO2020 scheme is expected to vest, while the remainder has lapsed.

 

New incentive structures for 2021

 

Following a review led by external remuneration advisors of the appropriate balance of short and long of future short and long term incentives and retention structures for Directors and key employees in light of the Company's potential development paths, the Company has adopted a more standard approach of an annual award of a discretionary short term cash based scheme based on both corporate and personal targets together with an equity based Long Term Incentive Plan ("LTIP") intended to better align shareholders with participants to create shareholder value over the medium to long term.

 

Subject to the performance criteria being met for each respective tranche and continuous employment with positive performance, under normal circumstances, the RSUs are expected to vest on 28 February 2024 in equal thirds as follows: 

a)  Retention Tranche: based on continuous employment and subject to malice provisions.

b)  Absolute Total Shareholder Return versus the 5-working day VWAP to 28 February 2021, with 25% vesting for 8% compound annual growth and 100% vesting for 18% compound annual growth.

c)  Relative Total Shareholder Return against the S&P Commodity Producers Gold Index with 25% vesting for meeting the index rising on a straight-line basis to 100% for 5% outperformance.

Under the 2021 LTIP the following RSU awards have been approved. 

Name

Position

Total number of shares subject to RSUs under the 2021 LTIP

Daniel Betts

Chief Executive Officer

1,597,494

 

Thomas Hill

Finance Director

1,026,960

 

Other Employees

 

4,871,094

 

Total Directors and Employees

 

7,495,548

 

 

Additionally one off awards have been approved as follows to certain key employees for the purposes of recruitment, retention and alignment with the long term strategy: 370,370 RSUs vesting on 31 August 2021 subject to continuous employment and a 3 month subsequent lock in; and 2,500,000 RSUs vesting on 31 May 2024 subject to continuous employment, a minimum share price of 60 pence and then on a sliding scale of 25% vesting on a $300m market capitalisation to 100% on a $500m market capitalisation. 

 

Once vested, any RSUs may be exercised during a set exercise period determined by the Company and notified to the option holders.  This is intended to be a minimum of a one-week period per year when the Company is in an "open period" under MAR.  Unvested RSUs will normally lapse on cessation of employment for any reason.  The RSUs holders will retain vested RSUs following cessation of employment and will have two years from the date of cessation of employment to exercise, after which the option shall lapse. 

 

 

 

 

 

The RSUs under the 2021 LTIP and one-off awards consist of options granted over ordinary shares in the Company of £0.01 each ("Shares") have an exercise price of £0.01 per Share. RSUs vest subject to performance and continuous employment criteria being met and will be formally issued as soon as the Company is in an open period .

 

Non-executive Director Deferred Share Awards

 

In recognition of the significant experience and the high level of personal commitment of the Non-executive Directors, each Non-executive Director (including the Chairman) will receive an annual deferred share award with a value of £25,000, vesting one year from award date. These awards must be retained until the individual ceases to hold office.  For the year to 31 December 2021, the awards are as follows:

 

Name

Position

Total number of Deferred Share Awards

Russell King

Chairman

116,063

 

Attie Roux

Non-executive director

116,063

 

Ernie Nutter

Non-executive director

116,063

 

Stephen Betts

Non-executive director

116,063

 

David Straker-Smith

Non-executive director

116,063

 

Total

 

580,315

 

 

 

 

 

 

 

 

 

 

Note 1: The Deferred Share Awards will be formally issued as soon as the Company is in an open period.

Note 2: The entitlement to the above Deferred Share Awards shall normally vest on 31 December 2021, subject to the relevant director remaining in office.

Note 3: No shares will be issued until the relevant director ceases to hold office.

 

Granting of Mining Licences in Guinea

 

As announced on 20 of May 2021, the Company has been granted the mining licences for the Kouroussa Gold Project in Guinea by the Government of Guinea, with the following key terms:

a)  15-year, renewable licence term

b)  Mine construction to start within one year, from licence grant

c)  5% royalty payable to the Federal Government of Guinea

d)  1% contribution to Local Development Fund

e)  30% tax on profits

The Government has the right to a 15% non-dilutable free carried interest in the share capital of Kouroussa Gold Mine SA (the wholly owned subsidiary of the Company which owns the Project), with the right to acquire a further 20% participating interest for cash. The grant triggers the requirement to pay the initial consideration of 10.0 million, which will have been satisfied by issue of shares in the Company .

 

7.  Availability of Accounts

The audited Annual Report and Financial Statements for the year ended 31 December 2020 and notice of AGM will shortly be sent to shareholders and published at:  www.hummingbirdresources.co.uk

 

 

 

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