LONDON, March 06, 2025 (GLOBE NEWSWIRE) -- Hummingbird Resources PLC (“Hummingbird”), a West African gold mining company, announced today that in connection with the implementation of a take-over of Hummingbird pursuant to the UK Takeover Code (the “Code”), Nioko Resources Corporation, a wholly-owned subsidiary of CIG SA, an investment company incorporated in Burkina Faso (“Nioko”) has currently received acceptances representing over 89% of the shares of Hummingbird to which the offer relates (the “Hummingbird Shares”). Upon Nioko receiving 90% of such acceptances, it will be entitled to proceed with the compulsory acquisition of the remaining Hummingbird Shares pursuant to statutory squeeze-out rights. To the extent Nioko elects to exercise these statutory squeeze-out rights, Hummingbird would become a wholly-owned subsidiary of Nioko.

CIG SA (through Nioko or other of its affiliates) had been a 42% shareholder of Hummingbird since February 2023, and CIG SA, and parties related thereto, had advanced various loans to Hummingbird and other operating companies within the Hummingbird group structure. Nioko's acquisition of the Hummingbird Shares was made as part of a wider transaction involving the conversion of debt owing from Hummingbird to CIG SA and its affiliates into equity, during a period in which Hummingbird and its subsidiaries were experiencing severe financial distress. The offer for the Hummingbird Shares was made in order to give Hummingbird shareholders an opportunity to realise some value for their investment and to facilitate the delisting of Hummingbird from the AIM market of the London Stock Exchange, which delisting was completed on March 3, 2025.

Hummingbird continues to own 59,427,783 common shares in the capital of Pasofino Gold Limited (“Pasofino”, and such common shares, the “Common Shares”), representing approximately 50.8% of the issued and outstanding Common Shares, and 2,700,000 warrants convertible into Common Shares on a one-for-one basis in the capital of Pasofino.

Subject to applicable law, Hummingbird will continue to review its holdings of Common Shares, and depending on market conditions, general economic conditions and industry conditions, Pasofino’s business and financial condition and prospects and/or other relevant factors, may increase or decrease its investment in the Common Shares.

Hummingbird has no current plans or intentions with respect to Pasofino, other than it has exercised its rights under the investor rights agreement dated December 8, 2023 between Hummingbird and Pasofino (the “IRA”) to effect a change in the board of directors of Pasofino (the “Board”) as currently constituted. As outlined in letters addressed to Pasofino, Hummingbird exercised its rights under the IRA and may designate up to three (3) individuals to replace the current Investor Designees (as defined in the IRA).

Hummingbird and Nioko are also challenging Pasofino’s position that the Shareholder Rights Plan Agreement dated November 1, 2024 (the “Rights Plan”) has been validly triggered. Hummingbird and Nioko may bring proceedings before the British Columbia Superior Court and the Ontario Capital Markets Tribunal to block and/or terminate the Rights Plan.

Hummingbird’s registered office is located at located 26 Mount Row, London, W1K 3SQ. Pasofino’s head office is located at 366 Bay Street, Suite 200 Toronto, ON M5H 4B2, Canada.

An early warning report containing additional information with respect to the foregoing matters has been filed under Pasofino’s SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report may be obtained by contacting: James Husband at +44 (0)20 7409 6660.