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     167  0 Kommentare Nord Gold S.E. Off-Market Bid – Take No Action

    TORONTO, Dec. 21, 2020 (GLOBE NEWSWIRE) -- Cardinal Resources Limited (ASX / TSX: CDV) (“Cardinal” or “the Company”) notes the announcement this morning made by Nord Gold S.E. (Nordgold) which states that Nordgold will not be dispatching the bidder’s statement for its off-market takeover bid (Off-Market Takeover Bid) to Cardinal Shareholders.

    Cardinal cannot reconcile the position taken by Nordgold with the relevant law, given that Nordgold has:

    • made numerous statements and representations in respect of its Off-Market Takeover Bid1; and
    • on 23 November 2020:

      ° lodged the bidder’s statement with ASIC in respect of its Off-Market Takeover Bid; and

      ° given a copy of the bidder's statement to Cardinal and the ASX.

    Having taken the above steps, Nordgold is required by law (item 6, section 633 of the Corporations Act 2001 (Cth) (Corporations Act)) to dispatch the bidder’s statement and offers for its Off-Market Takeover Bid to Cardinal Shareholders within 14 – 28 days after the bidder’s statement is sent to Cardinal. Nordgold sent the bidder’s statement to Cardinal on 23 November 2020 and accordingly, is required by law to send the bidder’s statement and offers in respect of its Off-Market Takeover Bid to Cardinal Shareholders by no later than 21 December 2020.

    Based on the announcement made by Nordgold today that it does not intend to dispatch its bidder's statement to Cardinal Shareholders as it is required by law to do (absent relevant regulatory relief), Cardinal will now immediately proceed to take all action that it considers necessary or desirable, including raising the matter directly with the Australian Securities and Investments Commission (ASIC).

    Cardinal expects that ASIC will require Nordgold to comply with the Corporations Act and dispatch the bidder’s statement and offers for its Off-Market Takeover Bid to Cardinal shareholders.

    By making today’s announcement in disregard of the requirements under the Corporations Act, Nordgold appears to be trying to pressure Cardinal shareholders to accept its simultaneous on-market takeover bid by 23 December 2020 (its current closing date) – on the basis that the Nordgold Off-Market Takeover Bid will not proceed.

    Cardinal shareholders are advised to TAKE NO ACTION, pending discussions with ASIC in respect of these matters, as well as any potential response from Shandong Gold Mining (HongKong) Co., Ltd. (Shandong Gold).

    Nordgold’s On-Market Takeover Bid

    Cardinal shareholders are also reminded that:

    • as announced on the ASX on 18 December 2020, Nordgold is unable to extend its simultaneous on-market takeover bid except in limited circumstances – including where Shandong Gold increases the offer price under its off-market takeover bid; and
    • any shares sold on-market lose the ability to participate in any potential share price upside in the event of a higher bid, whereas any shareholders who accept the Shandong Gold off-market takeover bid will benefit from any potential increase in Shandong Gold’s offer price under the Shandong Gold off-market takeover bid.

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

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    Nord Gold S.E. Off-Market Bid – Take No Action TORONTO, Dec. 21, 2020 (GLOBE NEWSWIRE) - Cardinal Resources Limited (ASX / TSX: CDV) (“Cardinal” or “the Company”) notes the announcement this morning made by Nord Gold S.E. (Nordgold) which states that Nordgold will not be dispatching the …

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