Shandong Gold Acquires Control of Cardinal

TORONTO, Dec. 24, 2020 (GLOBE NEWSWIRE) -- Cardinal Resources Limited (ASX / TSX: CDV) (Cardinal or the Company) notes the announcement made today by Shandong Gold Mining (HongKong) Co., Ltd. (Shandong Gold) that Shandong Gold has received aggregate acceptances in respect of its unconditional off-market takeover offer for Cardinal (Shandong Gold Offer) in excess of 50% of all Cardinal Shares.

Shandong Gold has accordingly acquired a controlling shareholding in Cardinal.

Shandong Gold has also now formally confirmed the variation of offer price of the Shandong Gold Offer to A$1.075 per Cardinal Share, and has noted it intends to extend the Shandong Gold Offer so as to close not earlier than 12 January 2021 (to the extent that it is not automatically extended under the Corporations Act). Shandong Gold has stated that it will proceed to lodge the formal documentation regarding the variation in due course.  

Nordgold Closes Offer for Cardinal

Cardinal notes that at the close of trading on ASX yesterday (Wednesday 23 December 2020), the offer period of the unconditional on-market takeover bid (Nordgold On-Market Takeover Bid) made by Nord Gold S.E. (Nordgold) expired. Accordingly, the Nordgold On-Market Takeover Bid is no longer available to Shareholders.

Cardinal also notes that:

• on 21 December 2020, Nordgold stated that it will not be dispatching the bidder’s statement to Cardinal shareholders in relation to its unconditional off-market takeover bid (Nordgold Off-Market Takeover Bid); and
• on 24 December 2020, Nordgold decided to accept the Shandong Gold Offer.

Dongshan Conditional Indicative Offer – Condition not able to be satisfied

Cardinal refers to its announcement of 24 December 2020 in relation to the press release made by Dongshan Investments Limited (Dongshan) whereby Dongshan stated that it 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 (Dongshan Conditional Indicative Offer).

The Cardinal Board has carefully considered the Dongshan Conditional Indicative Offer, but having regard to the controlling shareholding obtained by Shandong Gold as noted above, considers that there is no longer any reasonable prospect that the conditions of the Dongshan Conditional Indicative Offer can be satisfied, particularly having regard to the minimum acceptance condition requiring Dongshan to obtain a relevant interest in at least 50.1% (by number) of the Cardinal Shares (on a fully diluted basis). Cardinal notes in this regard that the Dongshan Conditional Indicative Offer was made prior to Nordgold announcing to the ASX its intention to accept the Shandong Gold Offer and prior to Shandong Gold acquiring its over 50% shareholding in Cardinal.