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(Sharecast News) - Hummingbird Resources confirmed on Thursday that Nioko Resources Corporation's recommended all-cash offer for the company would now be declared unconditional when made.
The AIM-traded firm said that under the terms of the offer, shareholders would receive 2.6777p in cash per ordinary share.
Nioko had waived the remaining conditions attached to the offer, which was originally announced on 16 December.
The offer document was expected to be published by 13 January, outlining full terms and procedures for acceptance.
The offer would remain open for at least 21 days, with payments to accepting shareholders issued within 14 days of acceptance.
Following completion of the offer, Nioko would hold 71.8% of Hummingbird's enlarged share capital after a debt-to-equity conversion of $30m under a November subscription agreement.
The conversion process was expected to conclude with the admission of new shares to AIM on 7 January.
Nioko intended to delist Hummingbird from AIM once it secured at least 75% of the company's voting shares, and subsequently re-register it as a private limited company.
The transition was expected to significantly reduce liquidity and marketability for shares not tendered under the offer, with shareholders encouraged by the board to accept promptly.
It said the acquisition was designed to stabilise Hummingbird's operations, address immediate financial pressures, and restructure its operations.
Nioko was also advancing discussions with regulatory authorities and the Malian government concerning mining licences and compliance with the 2023 Mining Code.
While Nioko remained confident, it acknowledged potential uncertainties and costs arising from those negotiations.
Hummingbird's total issued share capital post-conversion would consist of 1,674,388,481 ordinary shares, all of which would carry voting rights.
"I am delighted that Nioko has taken this step to waive all remaining conditions in connection with the offer which can now proceed quickly to completion," said Hummingbird's interim chief executive officer Geoff Eyre.
"This will enable the much needed cost savings, operational improvements and recovery of the business to be implemented expeditiously and efficiently under Nioko's control."
At 1624 GMT, shares in Hummingbird Resources were up 12.5% at 2.48p.
Reporting by Josh White for Sharecast.com.