Dongshan Intention To Make Off-Market Bid – Take No Action

TORONTO, Dec. 24, 2020 (GLOBE NEWSWIRE) -- Cardinal Resources Limited (ASX / TSX: CDV) (Cardinal or the Company) notes the press release made this morning by Dongshan Investments Limited (Dongshan) (attached for reference) which states that Dongshan intends to make an off-market takeover offer of A$1.20 per share to acquire all of the issued capital of Cardinal, subject to a number of conditions set out below (Dongshan Indicative Offer).

It is important to note that, other than the Dongshan Indicative Offer, there has been no formal proposal or offer from Dongshan to acquire Cardinal shares that is currently capable of acceptance, nor is it certain that a formal proposal will ultimately be made.

The Dongshan Indicative Offer is subject to, amongst other matters:

• Dongshan obtaining a relevant interest in at least 50.1% (by number) of the Cardinal Shares (on a fully diluted basis);
• FIRB approval and other regulatory approvals;
• Dongshan securing committed financing; and
• Cardinal providing Dongshan with due diligence information and Dongshan undertaking due diligence investigations in respect of Cardinal and the Namdini Project.

The full list of conditions is provided in Annexure 1 of the Press Release from Dongshan.

The Board is currently considering the Dongshan Indicative Offer in detail, together with the special purpose committee and its financial and legal advisers. Having regard to the provisions of the Bid Implementation Agreement with Shandong Gold Mining (HongKong) Co., Limited (Shandong Gold) and Shandong Gold Mining Co., Limited (which contains, amongst other things, “matching rights” in favour of Shandong Gold which are enlivened in certain circumstances), Shareholders are advised to TAKE NO ACTION at this time in relation to the Dongshan Indicative Offer.

Cardinal will provide an update to shareholders as soon as it is able.

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).

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.