Update in Respect of Competing Takeover Offers for Cardinal

Update in Respect of Competing Takeover Offers for Cardinal

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TORONTO, Oct. 22, 2020 (GLOBE NEWSWIRE) — Cardinal Resources Limited (ASX / TSX: CDV) (“Cardinal” or “the Company”) is providing a further update to shareholders in reference to the ongoing takeover offers for the Company by Shandong Gold Mining (HongKong) Co., Ltd. (“Shandong Gold”) and Nord Gold S.E. (“Nordgold”).

On 19 October Shandong Gold declared the A$1.00 cash per share offered (“Shandong Gold Offer”) to be Shandong Gold’s best and final offer price in the absence of a higher competing offer.

As announced to the ASX by Cardinal on 20 October, Cardinal considered the impact of Shandong Gold declaring its bid to be its best and final offer price in the absence of a higher competing offer meant that, unless there was a higher competing offer to the Shandong Gold Offer (whether from Nordgold or a third party), Shandong Gold could not increase its offer price.

Subsequent to that, on 21 October, Nordgold lodged a third supplementary bidder’s statement increasing the offer price of the Nordgold Takeover Bid to A$1.00 cash per share (previously A$0.90 cash per share).

Cardinal sought clarification from Shandong Gold (via its advisors) on 21 October (prior to Cardinal releasing its “take no action” statement on that day) as to whether they considered the increased Nordgold offer to be a “higher competing offer”. Based on the advice from Shandong Gold, Cardinal understands that Nordgold’s increased offer may be a higher competing offer on the basis that it represents a higher offer than any competitive offer that existed as at the date of Shandong Gold’s 19 October announcement. If that interpretation is correct, Shandong Gold would be able to increase its offer if it chooses to do so.  

Cardinal notes that based on Nordgold’s ASX announcement of 21 October and notice given to Cardinal, Nordgold has a different interpretation of Shandong Gold’s intentions conveyed in the announcement of 20 October as regards what constitutes a higher competing offer and therefore Shandong Gold’s ability to increase its offer. In that regard, we look forward to Shandong Gold clarifying such intention in the market.

The Cardinal Board continues to unanimously recommend that Cardinal Shareholders ACCEPT the Shandong Gold Offer (in the absence of a Superior Proposal) and TAKE NO ACTION in respect of the Nordgold Offer.

Advisors

Cardinal’s joint financial advisers are Maxit Capital LP, BMO Capital Markets, Euroz Hartleys Limited and Canaccord Genuity Corp. Cardinal’s legal advisers are HopgoodGanim Lawyers (Australia) and Bennett Jones LLP (Canada).

ABOUT CARDINAL

Cardinal Resources Limited (ASX/TSX: CDV) is a West African gold‐focused exploration and development Company that holds interests in tenements within Ghana, West Africa.

The Company is focused on the development of the Namdini Gold Project and released its Feasibility Study on 28 October 2019.

Cardinal confirms that it is not aware of any new information or data that materially affects the information included in its announcement of the Ore Reserve of April 3, 2019. All material assumptions and technical parameters underpinning this estimate continue to apply and have not materially changed.

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