Hummingbird Regulatory News (HUM)

Ticker: HUM / Index: AIM / Sector: Mining

Hummingbird Resources plc ("Hummingbird" or "the Company")

Glenwick plc Heads of Terms to Acquire Cora Gold Ltd

Hummingbird Resources (AIM: HUM), notes the announcement by Glenwick plc ("Glenwick") regarding Glenwick entering into a non-binding Heads of Terms announcement to acquire 100% of the share capital of Cora Gold Limited ("Cora Gold"). Cora Gold was established by Hummingbird and Kola Gold Limited to amalgamate certain prospective gold exploration permits held by Hummingbird in Mali together with a number of Kola's permits in Mali and Senegal. For more information, please see the announcement of 29 June 2016.

Further updates will be made as and when appropriate.

The Glenwick announcement has been reproduced in full below for shareholders' reference:

Glenwick announcement - start:

6 February 2017

Glenwick Plc

("Glenwick" the "Company")

Acquisition of Cora Gold Limited, Fundraising and Directorate Change

Since September 2015, when Glenwick became an Investing Company under Rule 15 of the AIM Rules for Companies ("AIM Rules"), the board of directors of Glenwick (the "Board") has undertaken an extensive review of acquisition opportunities in the natural resources sector, and in September 2016 announced a £1.1m pre-IPO investment into i3 Energy Limited ("i3"), which is currently seeking an admission to trading on AIM (the "IPO").

The Board is delighted to announce that in addition to the i3 investment, it has now entered non-binding heads-of-terms (the "HoT") to acquire 100% of the share capital of Cora Gold Limited ("Cora Gold"), which will constitute a new admission to trading under the AIM Rules (the "Proposed Transaction").

The existing admission to trading on AIM of Glenwick's ordinary shares of no par value ("Ordinary Shares") was suspended on 5 September 2016 (the "Suspension"), and if trading in the Ordinary Shares remains suspended for a period of 6 months from the date of the Suspension, then trading in the Ordinary Shares on AIM will be cancelled (the "Cancellation"). The Cancellation will not impact on the Proposed Transaction and the Board will seek a new admission to trading of the enlarged share capital of the Company as part of the Proposed Transaction.

Background to Cora Gold

Cora Gold was established in 2016 by Hummingbird Resources plc (AIM:HUM) ("Hummingbird") and Kola Gold Limited ("Kola") for the purpose of amalgamating certain of Hummingbird's non-core gold exploration permits in Mali together with Kola's permits in Mali and Senegal (the "Gold Portfolio").

The Gold Portfolio consists of 10 highly prospective gold exploration properties totalling more than 1,600 km2 located in two significant gold areas, the Kenieba Window in Mali and Senegal and the Yanfolila Gold Belt in Mali.

One property within the Gold Portfolio, Sanankoro (located in the Yanfolila Gold belt of Mali) is a pre-existing discovery and offers the potential for the development of a standalone mine with historical drilling intercepts of 22m @2.5g/t Au and 19m @2.7 g/t Au. Reconnaissance drilling across many of the other permits within the Gold Portfolio has outlined multiple gold targets with potentially economic drill intersections recorded. Historical expenditures on the Gold Portfolio exceed US$15m.

Cora Gold has a management team, led by Dr. Jon Forster, with a proven track record of making discoveries and developing and operating mines across Africa.

More details on Cora Gold and the Gold Portfolio will be provided in due course.

Proposed Acquisition

Under the Proposed Transaction, Glenwick has provisionally agreed to acquire 100% of the shares of Cora Gold, for a consideration of Glenwick shares equivalent to approximately 91% of the enlarged share capital of Glenwick should the transaction complete, prior to any new capital raising concurrent with the Proposed Transaction.

Among other matters the HoT states that completion of the Proposed Transaction is conditional upon:

· completion of a satisfactory technical and legal due diligence exercise by Kola, Hummingbird and Glenwick; and

· the entering into of a legal binding share purchase agreement.

 The parties have agreed to work expeditiously to complete these conditions with a view to the enlarged ordinary share capital of Glenwick admitting to trading on AIM in 2Q2017.

 i3 Investment

The i3 investment is intended to run parallel to and exclusive of the Proposed Transaction and, for the sake of clarity, i3 shares received by Glenwick following the IPO will be distributed in their entirety to Glenwick shareholders, however this will exclude any new shareholders as part of the Proposed Transaction and any concurrent capital raising. The details of this distribution will not be concluded prior to the anticipated Cancellation. In the announcement of 15 September 2016, it was outlined that Glenwick would receive a material uplift relative to the IPO valuation of i3 on conversion at IPO. Following the announcement of 10 January 2017 that i3 proposes to seek admission to trading on AIM, it has been confirmed that the conversion price will be set at a 50% discount to the price at which any new shares in i3 are subscribed for by investors at the time of the IPO.

Directorate Change

The Company advises that Dr. Jaap Poll has stepped down from the Board with immediate effect. Dr. Poll joined the Board of Glenwick in 2016 as its oil and gas sector expert and during his tenure Glenwick completed a pre-IPO investment into North Sea oil and gas company i3 Energy, which is currently seeking an admission to trading on AIM. As Glenwick pivots towards the mining sector (via the Proposed Transaction), it is the appropriate time for Dr. Poll to step down from the Board to pursue his other business interests. The Board would like to thank Dr. Poll for his valuable contribution to the company since joining and wishes him the best in his future endeavours in the oil and gas sector.

Fundraising

The Company is pleased to announce that it has raised £130,000 via a non-brokered capital raising through the placing of 260,000,000 Ordinary Shares at a price of 0.05 pence per Ordinary Share (the "New Shares"). The subscriber to the New Shares is Paternoster Resources plc, an AIM-quoted investing company specialised in the sector ("Paternoster"). Paternoster will receive a pro-rata entitlement to the i3 Energy shares once they are distributed to Glenwick shareholders for the New Shares. The proceeds of the placing will be used for general working capital that is required to initiate the Proposed Transaction and for the initial costs associated with the Company's new admission to trading. The New Shares will be issued following the earlier of the Cancellation or a return to trading on AIM from the Suspension. Amanda van Dyke is a director of both Glenwick and Paternoster.

 Amanda Van Dyke, Director of Glenwick, commented:

 "Firstly, we would like to thank Dr. Poll for his invaluable contribution to the i3 Energy transaction. His in- depth knowledge and insight into all aspects of North Sea oil, practical and technical, allowed the Board to make a quick and informed decision on our investment, which will greatly benefit our shareholders.

 "Secondly, we are very excited to be working with the experienced Cora Gold management team, given it historic successes in West Africa, as well as the Hummingbird team. The Gold Portfolio comprises what we believe to be some of the most prospective ground in West Africa and there could be no better team to develop the assets than the one Cora Gold has assembled.

 "The Board is thrilled to be able to offer our shareholders access to this opportunity, and will be doing everything in our power to make the transaction a success."

 For further information, please contact:

FIM Capital Limited

Graham Smith

+44 1624 681 250

Allenby Capital Limited (Nominated Adviser and Joint-Broker)

John Depasquale/Nick Harriss

+44 203 328 5656

Peterhouse Corporate Finance Limited (Joint-Broker)

Lucy Williams / Heena Karani

+44 207 469 0933

END

Glenwick announcement - end:

This announcement contains information which prior to its disclosure was inside information for the purposes of the Market Abuse Regulation.

**ENDS**

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

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 Gold Project in Mali and the Dugbe Gold Project in Liberia. It is currently building Yanfolila targeting first production by end of 2017, which has a Probable Reserve of 709,800oz @ 3.14g/t and total Resources of 1.8Moz of gold and an additional 390,700oz of non-compliant exploration potential. The high-grade gold project has low operating costs of US$695/oz AISC with 132,000oz of first full year's production.

The 4.2Moz Dugbe Gold 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 4,000km2 highly prospective exploration ground in Mali and Liberia and is constantly evaluating new quality assets.