Hummingbird Regulatory News (HUM)

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

02 March 2022

Hummingbird Resources plc

("Hummingbird" or the "Company")

2022 LTIP & Deferred Share Awards

Hummingbird Resources plc (AIM: HUM) announces that under the 2022 Long Term Incentive Plan ("LTIP"), the Remuneration Committee ("RemCo") has approved the grant of 13,828,161 restricted share units ("RSU") awards to employee participants. The Company has also awarded an annual deferred share award to Hummingbird's Non-executive Directors.

Annual Employee Long Term Incentive Plans

As announced in May 2021 in our 2020 Audited Annual Results, the Company adopted a long term employee incentive scheme that comprises an annual discretionary cash award, which is based on both corporate and personal targets being met, and an equity based LTIP, intended to better align Hummingbird employee participants with shareholders, to create medium to long term shareholder value.

The 2022 annual awards have been made in line with the LTIP rules, with the Remuneration Committee removing the Absolute Total Shareholder Return ("TSR") criteria for the 2022 LTIP in favour of a relative TSR performance criteria over the S&P Commodity Producer Gold Index (as detailed below) in order to reduce the impact of the gold price in favour of relative outperformance.

LTIP award vesting is subject to the performance criteria being met for each respective tranche and continuous employment with positive performance. The RSUs are expected to vest on 4 February 2025 in two tranches as follows: 

A. Retention Tranche: 1/3 of the RSUs will be based on continuous employment, malice provisions and the employee meeting personal and Company targets.

B. Relative TSR Tranche: 2/3 of the RSUs will be based on 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 2022 LTIP, 13,828,161 RSU awards have been approved and issued, which include 3,079,455 in respect of Daniel Betts and 1,979,649 in respect of Thomas Hill.

The RSUs under the 2022 LTIP consist of options granted over ordinary shares in the Company of £0.01 each ("Shares"), which have an exercise price of £0.01 per Share. Once vested, any RSUs may be exercised by the holder 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 RSU holders will normally retain vested RSUs following cessation of employment and will have two years from the date of cessation of employment to exercise, after which the RSUs shall lapse. 

Non-executive Director Deferred Share Awards

In the same way as 2021, in recognition of the experience and the ongoing level of 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 the award date, subject to remaining in office. These awards must be retained and cannot normally be sold until the individual ceases to hold office. For the year to 31 December 2022, the awards are as follows:

**ENDS**

Notes to Editors:

Hummingbird Resources (AIM: HUM) is a multi-asset, multi-jurisdiction gold production, development and exploration Company, member of the World Gold Council and founding member of Single Mine Origin (www.singlemineorigin.com). The Company currently has two core gold projects, the operational Yanfolila Gold Mine in Mali, and the Kouroussa Gold Mine in Guinea, which will more than double current gold production when in production, scheduled for first gold pour end of Q2 2023. 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. Our vision is to continue to grow our asset base, producing profitable ounces, while placing our Environmental, Social & Governance ('ESG') policies and practices at the heart of all we do.

For further information, please visit hummingbirdresources.co.uk or subscribe to our investor releases via  investor email alerts