Nordgold increases Offer Price to A$0.90 in relation to its UNCONDITIONAL ALL-CASH offer for Cardinal Resources Limited

Updates Early Warning Report

LONDON, UK, Sept. 2, 2020 /CNW/ - Nord Gold S.E. ("Nordgold") has made an offer ("Offer") under an unconditional on-market takeover bid on the Australian Securities Exchange ("ASX") to acquire all of the ordinary shares in Cardinal Resources Limited ("Cardinal") that it and its associates do not already own. Nordgold's Bidder's Statement in relation to the Offer was dated and lodged with the Australian Securities and Investments Commission ("ASIC") on 15 July 2020. The Offer commenced on 30 July 2020 and had an initial expiry date of 31 August 2020, and now expires on 10 September 2020.

Increase in Offer Price

Nordgold is now announcing that it is varying the Offer by increasing the Offer price to A$0.90 per ordinary share from A$0.66 per ordinary share.

Canadian Disclosure Updates

On September 2, 2020, Nordgold entered into share purchase agreements to acquire 5,918,026 Ordinary Shares of Cardinal for A$0.90 per Ordinary Share (representing approximately 1.13% of the issued Ordinary Shares), and acquired 44,983,095 Ordinary Shares of Cardinal pursuant to the Offer (representing 8.55% of the issued Ordinary Shares), such that Nordgold now controls 149,344,714 Ordinary Shares of Cardinal representing 28.39% of the issued Ordinary Shares. The acquisitions pursuant to the Offer were completed through the facilities of the ASX.

If Nordgold is unsuccessful in acquiring more than 50% of the ordinary shares, it may consider seeking to appoint further persons to Cardinal's board of directors and may seek to acquire further ordinary shares in the future in compliance with applicable laws and stock exchange rules. If Nordgold acquires more than 50% of the ordinary shares but less than 90%, it intends to continue the operations of Cardinal and to maintain Cardinal's stock exchange listings and its reporting issuer status, and subject to applicable law, appoint a number of nominees to Cardinal's board of directors in proportion to its ordinary share ownership percentage. Nordgold may also seek to acquire further ordinary shares or exercise compulsory acquisition rights if such become available. Finally, if Nordgold acquires more than 90% of the ordinary shares, it will proceed with compulsory acquisition procedures, seek to have Cardinal de-listed from its stock exchange listings and cease to be a reporting issuer, replace Cardinal's board with its nominees, and undertake a general operational review of Cardinal.

This news release is also being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the anticipated filing of an early warning report (the "Early Warning Report"). A copy of the Early Warning Report will be available on SEDAR under Cardinal's issuer profile at www.sedar.com and can be obtained by emailing the contact set out below. The increase in the Offer price described herein constitutes a change in a material fact from the Early Warning Report dated 24 August 2020 and filed by Nordgold.

About Nordgold

Nordgold is an internationally diversified gold producer, headquartered in the United Kingdom, with 10 operating assets across two continents, including Burkina Faso and Guinea in West Africa, and a portfolio of high quality projects in feasibility study and in advanced exploration stages. 

Nordgold is committed to running safe, efficient and profitable operations, which enable strong free cash flow generation and provide for continued investment in the Company's pipeline of growth opportunities. In 2019, Nordgold produced in excess of one million ounces of gold.

For further information on Nordgold please visit the Company's website: www.Nordgold.com

Advisers

Bacchus Capital acts as exclusive financial adviser to Nordgold, and DLA Piper is acting as legal adviser. Taylor Collison is acting as broker to the Offer.

SOURCE Nordgold

Nordgold: Olga Ulyeva, Head of Media Relations, [email protected]; Bacchus Capital: Peter Bacchus, [email protected]; Cillian Spillane, [email protected]; Powerscourt: Peter Ogden, [email protected], Tel: [phone]