Nordgold Updates Early Warning Report in Respect of the Ordinary Shares of Cardinal Resources

LONDON, July 14, 2020 /CNW/ - On March 16, 2020, Nordgold ("Nordgold") announced that it had submitted a non-binding indicative and conditional proposal ("Preliminary Proposal") to Cardinal Resources Limited ("Cardinal") to acquire all of the issued and outstanding ordinary shares of Cardinal not already owned by Nordgold and its affiliates at a price per ordinary share equal to A$0.45775. On July 15, 2020 (Sydney time), and in the absence of Cardinal pursuing the Preliminary Proposal, Nordgold announced it would commence an unconditional on-market takeover offer in Australia only through the Australian Securities Exchange ("ASX') to acquire all of the issued and outstanding ordinary shares of Cardinal that are listed for trading on the ASX and which are not already owned by Nordgold and its associates, at a price of A$0.66 cash per ordinary share commencing on 30 July, 2020 and ending on 31 August, 2020, unless extended or withdrawn under the Corporations Act 2001 (Australia). Only shares traded through the ASX will be able to accept the offer. In addition, under Australian law, Nordgold is permitted to buy ordinary shares at the offer price prior to the commencement of the ASX on-market offer and may purchase such ordinary shares on ASX through a broker.

Nordgold continues to own and control 98,443,593 ordinary shares as disclosed by it on March 16, 2020, which represents approximately 18.71% of the outstanding ordinary shares of Cardinal, and has not disposed of or acquired any ordinary shares since March 16, 2020.

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 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. This offer described herein constitutes a change in a material fact from the Early Warning Report filed on March 16, 2020 by Nordgold.

For further information please refer to http://www.nordgold.com/investors-and-media/news/ or visit the ASX website at http://www.asx.com.au.

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 please visit Nordgold'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.

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]