Hummingbird Resources PLC and Nioko Resources Corporation Enter Into Binding Term Sheet for Co-Operation and Support With Pasofino Gold

/EIN News/ -- LONDON, April 03, 2025 (GLOBE NEWSWIRE) -- Hummingbird Resources PLC (“Hummingbird”), a West African gold mining company, announced today that it has entered into a binding term sheet for co-operation and support (the “Co-operation Agreement”) with Pasofino Gold Limited (“Pasofino”), and Hummingbird’s parent company, Nioko Resources Corporation (“Nioko”).

Pursuant to the Co-operation Agreement and the investor rights agreement entered into between Pasofino and Hummingbird effective December 8, 2023 (the “IRA”), collectively (i) Pasofino has, among other things, confirmed to Hummingbird its right to nominate up to three (3) directors of Pasofino, as well as certain participation and anti-dilution rights, and (ii) Hummingbird has agreed to a customary standstill covenant in favour of Pasofino until October 31, 2026 (the “Standstill Period”), including whereby it has agreed to vote its common shares in the capital of Pasofino (the “Common Shares”) in favour of management nominees at each annual general meeting of Pasofino, and which covenant includes restrictions on (i) the acquisition of beneficial ownership of any securities of Pasofino, (ii) the making of any take-over bid for Pasofino, and (iii) the transfer or other disposition of its Common Shares, subject, in each case, to customary exceptions.

In connection with both Hummingbird’s existing rights under the IRA as well as the rights granted by Pasofino under the Co-operation Agreement, the board of Pasofino was reconstituted and now consists of two (2) nominees of Hummingbird, being Oumar Toguyeni and Geoff Eyre, which nominees fill the vacancies created by the resignations of each of Dan Betts and Thomas Hill announced March 7, 2025. Messrs. Toguyeni and Eyre join Brett Richards, the Chief Executive Officer, Krisztian Toth and Emre Kayışoğlu, each of whom are nominees of the members of the board of Pasofino prior to the reconstitution. Following execution of the Co-operation Agreement, no director has a casting vote in the event of deadlock. Hummingbird intends to nominate the third nominee to which it is entitled under the IRA and the Co-operation Agreement shortly. In connection with such aforementioned reconstitution, Mr. Stephen Dattels and Mr. Robert Metcalfe resigned from the board of directors. Certain terms of the IRA may be superseded as necessary to reflect the provisions of the Co-operation Agreement for the Standstill Period.

Among other things, under the Co-operation Agreement, Hummingbird, Nioko and Pasofino have agreed to take all steps necessary and reasonably available to ensure that no Rights (as defined in the shareholder rights plan adopted by Pasofino on November 1, 2024 (the “Rights Plan”)) are exercised under the Rights Plan and no Common Shares are issued, purchased or distributed under the Rights Plan.

A summary of the additional terms agreed to by the parties under the Co-operation Agreement, including the terms mentioned in the paragraphs above, are described in Pasofino’s press release issued on April 3, 2025, and a copy of the Co-operation Agreement will be filed on Pasofino’s SEDAR+ page.

Hummingbird and Nioko are no longer considering bringing proceedings before the British Columbia Superior Court and the Ontario Capital Markets Tribunal to block and/or terminate the Rights Plan and/or to enforce Hummingbird’s rights under the IRA.

Hummingbird continues to own 59,427,783 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.

Subject to applicable law and compliance with Hummingbird’s obligations under the Co-operation Agreement, 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. Other than as described above, Hummingbird has no current plans or intentions with respect to Pasofino.

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.