Hummingbird Resources plc / Ticker: HUM / Index: AIM / Sector: Mining. Hummingbird Resources plc ('Hummingbird Resources' or 'the Company')

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1 Regulatory Story Go to market news section Hummingbird Resources PLC HUM Released 17:37 19 Mar 2015 Proposed Yanfolila Gold Project Funding Package RNS Number : 9639H Hummingbird Resources PLC 19 March 2015 THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE, DISSEMINATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. Hummingbird Resources plc / Ticker: HUM / Index: AIM / Sector: Mining Hummingbird Resources plc ('Hummingbird Resources' or 'the Company') Proposed Funding Package for Yanfolila Gold Project, Mali and Proposed Open Offer Hummingbird Resources plc (AIM:HUM), the West African gold exploration and development company, is pleased to announce a proposed funding package of approximately US$8 million ( 5.4 million, US$1.49: 1) and up to US$10 million ( 6.7 million), through: a proposed placing to existing and new institutional investors of placing units, each consisting of one new Ordinary Share of 1 pence each ("New Ordinary Share") and a half of a warrant to subscribe for a New Ordinary Share ("Warrant") (together a "Placing Unit") at 30 pence per Placing Unit (the "Issue Price") to raise approximately US$3 million ( 2.0 million) and up to US$5 million ( 3.4 million) (the "Placing") the entry into a binding agreement with BCM International Ltd ("BCM"), a well established mining and civil earthworks contractor servicing the mining industry in West Africa, whereby BCM has agreed, once deinitive news/market news detail/hum/ html 1/40

2 project contracts are in place, to subscribe for up to US$5 million ( 3.4 million, ixed at US$1.48: 1) of New Ordinary Shares at the Issue Price in lieu of payment for services (the "BCM Subscription") In addition, to allow existing supportive shareholders to participate, the Company intends to conduct an open offer to shareholders of up to 6,712,284 New Ordinary Shares at the Issue Price to raise up to US$3 million ( 2.0 million) (the "Open Offer"). The funding package will be used to fast track development of the Company's Yanfolila Gold Project in Mali ("Yanfolila") for the proposed initial production of 100,000oz p.a. in its irst year and irst gold pour targeted in H Funding highlights: Bookbuild to raise gross proceeds of approximately US$3 million ( 2.0 million, US$1.49: 1) and up to US$8 million ( 5.4 million) subject to demand at the Issue Price (a discount of 7.7 per cent. to the Company's share price at market close on 19 March 2015) Binding agreement with BCM to subscribe for up to US$5 million ( 3.4 million) of New Ordinary Shares in lieu of payment for services, once project contracts in place Open Offer to existing shareholders at the Issue Price to raise up to US$3 million ( 2.0 million) Funding package will be used in conjunction with the proposed US$75 million ( 50.3 million) Taurus facility to bring Yanfolila into production targeted for H Due diligence by Taurus for the full draw down progressing well with completion expected in H The Placing The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild"). The Company has appointed Cantor Fitzgerald Europe ("Cantor") as placing agent and Hannam & Partners (Advisory) LLP ("Hannam") as inancial adviser in connection with the Placing, which will be undertaken in accordance with the terms and conditions set out in Appendix I to this Announcement. Pursuant to the terms of a Placing and Open Offer Agreement, Cantor has conditionally agreed to use its reasonable endeavours to place the Placing Units on a non underwritten basis at the Issue Price. Cantor will immediately commence the Bookbuild to determine demand for participation in the Placing by investors. The books are expected to close no later than 8.00 a.m. (London) on 20 March The timing of the closing of the books and the making of allocations may be accelerated or delayed at Cantor and Hannam's sole discretion. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. news/market news detail/hum/ html 2/40

3 The price at which the Placing Units are to be placed will be the Issue Price. The Bookbuild will establish the number of Placing Units to be issued at the Issue Price, which will be agreed between Cantor and the Company following completion of the Bookbuild. Each Warrant will grant to the holder thereof the right to subscribe for one New Ordinary Share at 33p, being a subscription price equivalent to a 10% premium to the Issue Price, at any time during the period commencing on the date of admission of the relevant New Ordinary Shares and expiring on the date falling 6 calendar months thereafter. The Warrants will be non transferrable and settled in certiicated form, and will not be admitted to trading on AIM, or any other similar trading platform. The Warrant Instrument constituting the Warrants will contain usual anti dilution protections. The precise total number of Placing Units issued in the Placing will be inally determined such that proceeds arising from the Placing amount to approximately US$3 million ( 2.0 million) and up to US$5 million ( 3.4 million) subject to demand and before expenses. The Directors of the Company, in consultation with Cantor and Hannam, reserve the right to adjust the inal size of the Placing. The number of Placing Units will be announced on a Regulatory Information Service following the completion of the Bookbuild. No commissions will be paid to investors or by investors in respect of any Placing Units and the Placing is not underwritten. On account of the Company's current shareholder authorities, the Placing will take place in two tranches: the irst tranche of the Placing will be of up to 3,638,292 Placing Units 1 ("First Tranche Placing Units") and the second tranche of the Placing will be of up to 3,073,118 Placing Units 2 ("Second Tranche Placing Units") and conditional inter alia on the approval of new shareholder authorities at the General Meeting of the Company (the "Resolutions"). The number of First Tranche Placing Units and Second Tranche Placing Units will be determined as part of the Bookbuild. The Company will apply for admission to trading on AIM ("Admission") of the New Ordinary Shares and subject to the Placing and Open Offer Agreement not having been terminated in accordance with its terms, it is expected that Admission of the First Tranche Placing Units will occur on or around 25 March 2015 and, subject to the approval of the Resolutions at the General Meeting and the Placing and Open Offer Agreement not having been terminated in accordance with its terms, Admission of the Second Tranche Placing Units is expected to occur on or around 16 April There will be no ability to ''claw back'' New Ordinary Shares from the Placing into the Open Offer. The New Ordinary Shares allotted under the Placing and upon exercise of the Warrants will be credited as fully paid and will rank pari passu in all respects with the Company's existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue. news/market news detail/hum/ html 3/40

4 Cantor may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. Investors should refer to their trade conirmation. [1] Assuming $8m total issue through the Placing and the BCM Subscription at the Issue Price 2 Assuming $8m total issue through the Placing and the BCM Subscription at the Issue Price UK and European Investors Investors in the UK, the EU and Switzerland who qualify for participation in the Placing shall participate in accordance with the terms and conditions of the Placing which are set out in Appendix I to this Announcement. US Investors The Placing is also being been made (i) outside the United States in ''offshore transactions'' within the meaning of, and pursuant to, Regulation S under the US Securities Act and (ii) in the United States to a limited number of institutional "accredited investors" under the US Securities Act, that meet the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D in reliance upon exemptions from regulations under applicable United States federal and state securities laws. Qualifying US investors shall participate in the Placing pursuant to US subscription agreements which contain customary representations and warranties. A circular convening the General Meeting to propose the Resolutions and setting out further details of the Placing and Open Offer (the "Circular") is expected to be sent to shareholders shortly after the Announcement of the results of the Bookbuild. The Directors intend to vote in favour of each of the Resolutions in respect of their beneicial interests in respect of their ordinary shares. Your attention is drawn to the detailed terms and conditions of the Placing described in Appendix I to this Announcement, which forms part of this Announcement and sets out further information relating to the Bookbuild and the terms and conditions of the Placing, and to Appendix II to this Announcement which sets out certain risk factors in connection with the Placing and Open Offer. The BCM Subscription The Company has entered into a binding agreement with BCM, a wellestablished mining and civil earthworks contractor servicing the mining industry in West Africa, whereby BCM has agreed to subscribe for New Ordinary Shares in the Company in lieu of payment for services, once deinitive project contracts have been entered into with the Company in relation to pre news/market news detail/hum/ html 4/40

5 production mining for the Yanfolila Gold Project, as well as the construction of an access road, airstrip and tailings management facility. The Company has agreed to use reasonable endeavors to agree the terms of the contracts as soon as practicable, and BCM has agreed that upon satisfactory performance of its relevant work obligations, its respective invoices can be satisied on a quarterly basis half in cash and half by the allotment of New Ordinary Shares in the Company at the Issue Price, up to a maximum of US$5m (being 11,261,261 New Ordinary Shares). In addition, BCM has agreed that any New Ordinary Shares allotted to it will be subject to a 6 month lock in period from their issue. Deinitive contracts are currently under negotiation. The Open Offer The Company is grateful for the continued support received from its shareholders and is offering shareholders the opportunity to participate in the fundraising pursuant to the Open Offer. Eligible shareholders will be able to subscribe for New Ordinary Shares at the Issue Price on the basis of 1 New Ordinary Share for every 12.64existing ordinary shares held on the relevant record date. Shareholders subscribing for their full entitlement under the Open Offer will also be able to request additional New Ordinary Shares through an excess application facility. To the extent that pro rata entitlements to New Ordinary Shares are not subscribed for by qualifying shareholders, such shares will be available to satisfy such excess applications and allocation will be at the discretion of the directors. Excess applications will be scaled back such that funds raised from the Open Offer will not exceed approximately US$3 million ( 2.0 million). The New Ordinary Shares will be allotted and issued following and conditional on, inter alia, the passing of Resolutions. It should be noted that the Open Offer is not a rights issue. Accordingly, the application form issued in connection with the Open Offer will not be a document of title and cannot be traded. Unlike a rights issue, any New Ordinary Shares not applied for under the Open Offer will not be sold in the market or placed for the beneit of eligible shareholders who do not take up their rights to subscribe under the Open Offer. Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, will be set out in the Circular. Timetable Announcement of the Placing and Open Offer 5.35pm on 19 Mar 15 Record Date for entitlement under the Open Offer 5.00pm on 19 Mar 15 Announcement of results of Placing Before 8.00am on 20 Mar 15 Ex entitlement date for the Open Offer 20 Mar 15 Expected date for CREST accounts to be credited in as soon as 23 Mar 15 news/market news detail/hum/ html 5/40

6 Expected date for CREST accounts to be credited in relation to New Ordinary Shares within the First Tranche Placing Units as soon as possible after 8.00am on 23 Mar 15 Admission and dealings of New Ordinary Shares within the First Tranche Placing Units Posting of the Circular, the Form of Proxy and, to eligible non CREST shareholders only, the application form Basic entitlements and excess entitlements credited to stock accounts in CREST for eligible shareholders Despatch of deinitive share and warrant certiicates (where applicable) in relation to First Tranche Placing Units Latest recommended time and date for requested withdrawal of basic entitlements and excess entitlements from CREST Latest time and date for depositing basic entitlements and excess entitlements into CREST Latest time for splitting application forms (to satisfy bona ide market claims only) 8.00am on as soon as possible after 8.00am on by 4.30pm on 3.00pm on 3.00pm on 25 Mar Mar Mar Mar Apr Apr Apr 15 Latest time and date for receipt of Forms of Proxy 11.00am on 13 Apr 15 Latest time and date for receipt of application form and payment in full under the Open Offer and settlement of relevant CREST instructions 11.00am on 14 Apr 15 General Meeting 11.00am on 15 Apr 15 Expected time and date of announcement of the results of the General Meeting Admission and dealings in the New Ordinary Shares within the Second Tranche Placing Units and Open Offer Shares Expected date for CREST accounts to be credited in relation to the New Ordinary Shares within the Second Tranche Placing Units and the Open Offer Shares Despatch of deinitive share and warrant certiicates (where applicable) in relation to the Second Tranche Placing Units and the Open Offer shares 8.00am on by 15 Apr Apr Apr Apr 15 Use of Proceeds The Placing and the BCM Subscription will provide the Company with a funding package of approximately US$8 million ( 5.4 million) and up to US$10 million ( 6.7 million) subject to demand. The funding package will be utilised as outlined below to fast track development of the Yanfolila Gold Project in Mali for an initial 100,000oz p.a. of gold in its irst year of gold production which is targeted to commence in H Use of proceeds US$ Capex deposits for long lead items 2.0m news/market news detail/hum/ html 6/40

7 Earthworks and infrastructure 5.0m Grade control drilling, land acquisition and working capital 1.0m Total 8.0m If additional capital is raised as part of the Placing and Open Offer, the proceeds will be used to further advance initial construction work and optimisation at Yanfolila, ahead of the full proposed Taurus draw down. Additional funding will also serve to further de risk the development of the project, and for general working capital requirements of the Company. Background to and reasons for the Placing, Open Offer and BCM Subscription The net proceeds of the Placing and Open Offer, together with the BCM Subscription, will be used to advance Yanfolila towards expected irst gold production in H with the mine construction anticipated to commence in H Fast tracking earthworks, grade control drilling, and placing deposits for long lead items whilst awaiting for the full proposed Taurus draw down will have numerous advantages to the Company in maintaining its proposed timelines. These include and are not limited to completing initial earthworks before the start of the rainy season. The Company acquired the project in July 2014 from mining major Gold Fields (85% for US$20 million in shares following approximately US$100 million spend by Gold Fields). Since then the Company has rapidly developed the project, work has included 13,853m of resource drilling, 542m of geotechnical drilling, 1,136m hydrological drilling and 707m of metallurgical drilling. Exceptional drill intercepts were received from this drilling which included 2.29 g/t Au, 8.67 g/t Au, 41.5 g/t Au and g/t Au further reinforcing the world class prospectivity of Yanfolila. Additionally, in December 2014 Hummingbird reported a positive resource upgrade and reported a 153% increase in oxide and transitional Indicated Resources to 600,000 ounces of Au. The Company has also recently published the results of its Yanfolila Optimisation Study (the "Optimisation Study" or the "Study") in March 2015 which saw the initial mine plan expanded and highlighted robust economics for the 1Mtpa low cost/ high grade gold project and the deined path to production. At a US$1,250 gold price the Optimisation Study results outlined a NPV 8 of US$72.4 million (10.5% increase), IRR of 35.1% and low all in sustaining costs of US$733 per ounce of gold (cash costs US$641 per ounce) for a 6.5 year LOM production at 79,000 ounces per annum gold production (44% increase). First year gold production would be targeted at 100,000 ounces (23.5% increase to the previous study). The Study included the inalisation of detailed plant engineering and process design work, enhanced geotechnical, hydrological and hydrogeological studies, as well as a robust mine plan, which should allow for the commencement of news/market news detail/hum/ html 7/40

8 mine construction in H This is scheduled to take 12 months, leading to irst gold in H In addition, there are multiple options to potentially increase the project economics and LOM at Yanfolila. The Optimisation Study is published on the Hummingbird website and can be viewed on the following link: Other Operations Although the Company's current focus is on bringing Yanfolila to production in the near term, its Dugbe 1 gold project in Liberia ("Dugbe") offers a signiicant large scale future development opportunity for Hummingbird. It is located within the Birimian Basin, the world's second largest gold producing region, characterised by exceptionally large, homogenous grade deposits which offer further exploration and development scope, such as Dugbe, which has a current Resource of 4.2Moz Au at an average gold grade of 1.4 g/t Au. Hummingbird previously completed a Preliminary Economic Assessment at Dugbe which demonstrated viable economics of developing a 20 year gold mining project with initial gold production of 125,000 ounces, an NPV of US$186 million, IRR of 29% using a US$1,300 gold price. Enquiries: Hummingbird Resources plc Daniel Betts, Chief Executive Oficer Thomas Hill, Finance Director Robert Monro, Head of Business Development +44 (0) Hannam & Partners (Advisory) LLP Financial Adviser Rupert Fane / Andrew Chubb +44 (0) Cantor Fitzgerald Europe Nominated Adviser and Corporate Broker Stewart Dickson / Jeremy Stephenson +44 (0) St Brides Partners Ltd Financial PR Lottie Brocklehurst / Felicity Winkles / Hugo de Salis +44 (0) Notes to Editors About Hummingbird Resources Plc Notes to Editors news/market news detail/hum/ html 8/40

9 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 project in Mali and the Dugbe development project in Liberia. Its current focus is on bringing Yanfolila, which has a 1.8Moz gold inventory, to production in H The high grade gold project has the potential to turn a proit in a varying gold price environment and should allow for quick returns with low operating costs. A mandate setting out the key terms of a proposed US$75 million debt facility has been agreed with Taurus Mining and initial mine construction is anticipated to commence in H The 4.2Moz Dugbe 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 5,000km 2 highly prospective exploration ground in Mali and Liberia and is constantly evaluating new quality assets. For more information, please visit Important Information This Announcement contains (or may contain) certain forward looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future inancial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward looking statements. These forward looking statements can be identiied by the fact that they do not relate only to historical or current facts. Forward looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward looking statements. Any forward looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking news/market news detail/hum/ html 9/40

10 to release publicly any updates or revisions to any forward looking statements contained in this Announcement to relect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualiication under the securities laws of any such jurisdiction. This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the Financial Services and Markets Act 2000, as amended ("FSMA") or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Directive. Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA. This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cantor, Hannam or by any of their respective afiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Cantor, which is authorised and regulated in the United Kingdom by the FCA, is acting as placing agent for the Company and for no one else in connection with the Placing, and Cantor will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein. Hannam, which is authorised and regulated in the United Kingdom by the FCA, is acting as inancial adviser for the Company and for no one else in connection with the Placing, and Hannam will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein. The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Cantor that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for news/market news detail/hum/ html 10/40

11 that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe such restrictions. This Announcement is not for distribution or dissemination, directly or indirectly, in or into the United States or any jurisdiction into which the same would be unlawful. No public offering of securities of the Company will be made in connection with the Placing and Open Offer in the United Kingdom, the United States, the EEA, Switzerland or elsewhere. This Announcement is not intended to constitute an offer or solicitation to purchase or invest in the New Ordinary Shares. The New Ordinary Shares may not be publicly offered, sold or advertised directly or indirectly into or in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Ordinary Shares or the Placing have been prepared with regard to the disclosure standards for issuance prospectuses under art. 652a or art of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 et seq. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland, and therefore do not constitute a prospectus within the meaning of the Swiss Code of Obligations, the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Ordinary Shares or the Placing may be publicly distributed or otherwise made publicly available in Switzerland. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendices or this Announcement should seek appropriate advice before taking any action. The New Ordinary Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence on the New Ordinary Shares. If you do not understand the contents of this Announcement you should consult an authorised inancial adviser. No application is being made to admit the Warrants to trading and they will be non transferable. The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this news/market news detail/hum/ html 11/40

12 Announcement. APPENDIX I: TERMS AND CONDITIONS OF THE PLACING THIS ANNOUNCEMENT, INCLUDING ITS APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. IMPORTANT INFORMATION ON THE PROPOSED PLACING OF PLACING UNITS, EACH CONSISTING OF ONE NEW ORDINARY SHARE IN THE COMPANY AND ONE HALF OF A WARRANT TO SUBSCRIBE FOR ONE NEW ORDINARY SHARE ("PLACING UNITS") FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT, 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; (C) PERSONS SUBJECT TO THE LAWS OF A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN, FOR THE AVOIDANCE OF DOUBT, THE UK), WHO ARE (I) "QUALIFIED INVESTORS" (AS DEFINED IN ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE 2003/71 EC) ACTING AS A PRINCIPAL FOR THEIR OWN ACCOUNT TO WHOM THE PLACING OR AN INVITATION TO SUBSCRIBE FOR PLACING UNITS IN THE MANNER CONTEMPLATED BY THIS ANNOUNCEMENT AND ANY COMMUNICATION OR CORRESPONDENCE IN CONNECTION THEREWITH IS PERMITTED BY THE LAWS OF THAT MEMBER STATE OR (II) IF THEY ARE NOT IN ANY SUCH MEMBER STATE BUT ARE ACTING FOR THE ACCOUNT OF SUCH PERSON THEN (I) APPLIES IN RESPECT OF EACH SUCH PURCHASER; (D) PERSONS IN OR OTHERWISE SUBJECT TO THE LAWS OF SWITZERLAND WHO HAVE BEEN OR WILL BE PERSONALLY CONTACTED AND INVITED TO SUBSCRIBE FOR PLACING UNITS AND TO WHOM THE PLACING OR AN INVITATION TO SUBSCRIBE FOR PLACING UNITS IN THE MANNER CONTEMPLATED BY THIS ANNOUNCEMENT AND ANY COMMUNICATION OR CORRESPONDENCE THEREWITH IS PERMITTED BY THE LAWS OF SWITZERLAND AND IN A MANNER WHICH WILL NOT RESULT IN THE PLACING BEING QUALIFIED AS A 'PUBLIC OFFER' UNDER SWISS LAW; (E) PERSONS OUTSIDE THE UNITED STATES, THE UNITED KINGDOM, SWITZERLAND OR OTHER MEMBER STATES OF THE EUROPEAN ECONOMIC AREA TO WHOM THE PLACING OR AN INVITATION TO SUBSCRIBE FOR THE SHARES IN THE MANNER CONTEMPLATED BY THIS ANNOUNCEMENT AND ANY COMMUNICATION OR CORRESPONDENCE THEREWITH IS PERMITTED BY THE LAWS OF THE JURISDICTION IN WHICH IT IS SITUATED OR FROM news/market news detail/hum/ html 12/40

13 BY THE LAWS OF THE JURISDICTION IN WHICH IT IS SITUATED OR FROM WHERE THE PLACEE SUBMITTED ITS BID TO SUBSCRIBE FOR PLACING UNITS AND IT IS A PERSON TO WHOM THE PLACING UNITS CAN LAWFULLY BE OFFERED AND ISSUED UNDER ALL APPLICABLE LAWS, WITHOUT THE NEED FOR ANY APPROVAL, REGISTRATION, FILING OR LODGEMENT OF ANY KIND, INCLUDING A PROSPECTUS OR OTHER DISCLOSURE DOCUMENT; (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS".) THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. Persons (including individuals, funds or otherwise) who are invited to and who choose to participate in the Placing or on whose behalf a commitment to acquire Placing Units under the Placing is given, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Units (the "Placees"), will be deemed to have read and understood this Announcement, in its entirety and to be making such offer and participating in the Placing, unless otherwise agreed with Cantor, on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendices. In particular each such Placee represents, warrants and acknowledges that: 1. it is a Relevant Person (as deined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Units that are allocated to it for the purposes of its business; 2. in the case of any Placing Units acquired by it as a inancial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Units acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualiied Investors or in circumstances in which the prior consent of Cantor has been given to the offer or resale; or (ii) where Placing Units have been acquired by it on behalf of persons in any member state of the EEA other than Qualiied Investors, the offer of those Placing Units to it is not treated under the Prospectus Directive as having been made to such persons; and 3. (i) it is not in the United States, and (ii) it is not acting for the account or beneit of a person in the United States; (iii) it has not received any offer, or a solicitation of an offering, to buy the Placing Units within the United States; and (iv) it did not initiate any buy order to purchase Placing Units whilst in the United States. The Company, Cantor and Hannam will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Units in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of Ireland or the news/market news detail/hum/ html 13/40

14 the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere. The Placing Units have not been and will not be registered under the US Securities Act, or any state securities laws, and may not be offered, sold or delivered within the United States except in transactions exempt from the registration requirements of the US Securities Act and applicable state securities laws. Except as permitted by applicable laws of the United States, no offer will be made to sell, or a solicitation of an offering to buy, the Placing Units within the United States. This Announcement does not constitute an offering to sell, or a solicitation of an offering to buy, any Placing Units in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Units have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa. Accordingly, the Placing Units may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction outside the United Kingdom. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendices or the Announcement of which it forms part should seek appropriate advice before taking any action. In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Units has been given. Details of the Placing and the Placing Units Hummingbird Resources plc, intends to raise approximately US$3 million ( 2.0 million) and up to US$5 million ( 3.4 million) through the Placing. On account of the Company's current shareholder authorities, the Placing will take place in two tranches: the irst tranche of the Placing will be of 3,638,292 Placing Units and the second tranche of the Placing will be of up to 3,073,118 Placing Units and conditional inter alia on the approval of new shareholder authorities at the General Meeting of the Company (the "Resolutions"). The number of Placing Units and the price at which they will be placed (the "Placing Price") will be determined following completion of the Bookbuild (as deined below) as set out in this Appendix. The Company has appointed Cantor as placing agent and Hannam as inancial adviser in respect of the Placing. Cantor will today commence an accelerated book building process in respect of the Placing to determine demand for participation in the Placing by Placees. The Appendices gives detail of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Units. Cantor and the Company shall be entitled to effect the Placing by such news/market news detail/hum/ html 14/40

15 Cantor and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine. Cantor has entered into a Placing and Open Offer Agreement (the "Placing and Open Offer Agreement") with the Company and Hannam under which Cantor has, on the terms and subject to the conditions set out therein, agreed to act as placing agent for the Company and to use its reasonable endeavours to place the Placing Units at the Placing Price with certain institutional investors. The Placing is not being underwritten by Cantor, Hannam or any other person. The New Ordinary Shares allotted under the Placing and upon exercise of the Warrants will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the ordinary shares after the date of issue of the New Ordinary Shares. Each Warrant will grant to the holder thereof the right to subscribe for one New Ordinary Share at 33p, being a subscription price equivalent to a 10% premium to the Issue Price, at any time during the period commencing on the date of admission of the relevant New Ordinary Shares and expiring on the date falling 6 calendar months thereafter. The Warrants will be non transferrable and settled in certiicated form, and will not be admitted to trading on AIM, or any other similar trading platform. The Warrant Instrument constituting the Warrants will contain usual anti dilution protections. Application for admission to trading Application will be made for admission of the Placing Units to trading on AIM ("Admission"). It is expected that settlement of any such shares and Admission will become effective: (a) in the case of New Ordinary Shares within the First Tranche Placing Units, on or about 25 March 2015 (or such later time and/or date as the Company and Cantor may agree); and (b) in the case of New Ordinary Shares within Second Tranche Placing Units, on or about 16 April 2015 (or such later time and/or date as the Company and Cantor may agree, and that dealings in the New Ordinary Shares will commence at that time. Participation in, and principal terms of, the Placing Cantor is arranging the Placing as an agent of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Cantor. Cantor and its respective afiliates are entitled to enter bids in the Bookbuild as principal. By participating in the Bookbuild and Placing, each Placee (and any person acting on such Placee's behalf) acknowledges that neither Cantor nor Hannam are making any recommendation to them nor advising them, nor are they relying on Cantor or Hannam to advise, regarding the suitability or merits of the Placee acquiring any Placing Units or entering into any transaction connected with them. The Bookbuild will establish the number of Placing Units to be issued at the Placing Price (including the number of First Tranche Placing Units and the number of Second Tranche Placing Units), which will be agreed between Cantor and the Company following completion of the Bookbuild. The number of Placing Units will be announced on a Regulatory Information Service following the completion of the Bookbuild. To bid in the Bookbuild, prospective Placees should communicate their bid by news/market news detail/hum/ html 15/40

16 To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at Cantor. Each bid should state the number of Placing Units which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by Cantor on the basis referred to below. The Bookbuild is expected to close no later than 8.00am on 20 March 2015 but may be closed earlier or later at the discretion of Cantor. Cantor may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion. Each Placee's allocation will be conirmed to Placees orally, or by , by Cantor following the close of the Bookbuild and a trade conirmation or contract note will be dispatched as soon as possible thereafter. Cantor's oral or ed conirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Cantor and the Company, under which it agrees to subscribe for the number of Placing Units allocated to it at the Placing Price on the terms and conditions set out in the Appendices (which are deemed to be incorporated in such trade conirmation or contract note) and in accordance with the Company's Articles of Association and the Warrant Instrument. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Units to be issued at the Placing Price. Subject to the preceding paragraphs of this Appendix, Cantor may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. Cantor may also, subject to the prior consent of the Company (i) allocate Placing Units after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Units after the Bookbuild has closed to any person submitting a bid after that time. A bid in the Bookbuild will be made on the terms and subject to the conditions in these Appendices and will be legally binding on the Placee on behalf of which it is made and, except with Cantor's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Cantor, to pay Cantor (or as Cantor may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Units for which such Placee has agreed to subscribe. Each Placee's obligations will be owed to Cantor. Except as required by law or regulation, no press release or other announcement will be made by Cantor or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent. Irrespective of the time at which a Placee's allocation pursuant to the Placing is conirmed, settlement for all Placing Units to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement". All obligations under the Bookbuild and Placing will be subject to fulilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. To the fullest extent permissible by law and the applicable rules of the Financial news/market news detail/hum/ html 16/40

17 To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority ("FCA"), neither Cantor nor any of its afiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Units to the Placees and Cantor shall have no liability to the Placees for the failure of the Company to fulil those obligations. In particular, neither Cantor nor any of its afiliates shall have any liability (including to the extent permissible by law, any iduciary duties) in respect of Cantor's conduct of the Bookbuild or of such alternative method of effecting the Placing as Cantor and the Company may agree. In making an investment decision, Placees must rely on their own examination of the Company and its prospects and the terms of the Placing, including the merits and risks involved in investing in the Placing Units. Offer personal The offering of Placing Units and the agreement arising from acceptance of the Placing is personal to each Placee and does not constitute an offering to any other person or to the public. A Placee may not assign, transfer, or in any other manner, deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of Cantor in accordance with all relevant legal requirements. Conditions of the Placing Cantor's obligations under the Placing and Open Offer Agreement in respect of the First Tranche Placing Units are conditional on, inter alia: (a) Admission of the New Ordinary Shares within the First Tranche Placing Units taking place not later than 8.00 a.m. on 25 March (b) All document required to be submitted in connection with First Tranche Placing Units being delivered to the London Stock Exchange in accordance with the AIM Rules for Companies. (c) The Company being in compliance in all material respects with its obligations under the Placing and Open Offer Agreement. (d) None of the warranties in the Placing and Open Offer Agreement being untrue, inaccurate or misleading. (e) The authority granted by the Company to Cantor pursuant to the Placing and Open Offer Agreement remaining in full force and effect. (f) Cantor not having exercised any of its rights to terminate the Placing and Open Offer Agreement. If: (i) any of the conditions contained in the Placing and Open Offer Agreement in relation to the First Tranche Placing Units are not fulilled or waived by the respective time or date where speciied (or such later time or date as the parties to the Placing and Open Offer Agreement may agree, but not being later than 8 May 2015); (ii) any of such conditions becomes incapable of being fulilled; or (iii) the Placing and Open Offer Agreement is terminated in the circumstances speciied below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Units shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Cantor's obligations under the Placing and Open Offer Agreement in respect of the Second Tranche Placing Units are conditional on, inter alia: (a) the Resolutions being duly passed by the shareholders of the Company at the General Meeting; (b) Admission of the New Ordinary Shares within the Second Tranche Placing news/market news detail/hum/ html 17/40