Shandong Gold Acquires Control of Cardinal - Seite 2

The Cardinal Board also notes that having regard to the other conditions of the Dongshan Conditional Indicative Offer (FIRB approval, due diligence and securing committed financing) the likely timeframe in which an unconditional offer capable of acceptance could have theoretically emerged was at least a number of months in the future.

Accordingly, the Cardinal Board has determined not to engage further with Dongshan in respect of the Dongshan Conditional Indicative Offer given the above factors and the controlling shareholding now held by Shandong Gold.

Engineers & Planners Takeover Bid - Condition not able to be satisfied

Cardinal refers to its announcement of 24 November 2020 in respect of the bidder’s statement for a conditional off-market takeover offer for Cardinal at A$1.05 cash per Share (E&P Takeover Bid) from Engineers & Planners Company Limited (a company incorporated in Ghana) (E&P).

Cardinal has not been given notice as regards the dispatch of the bidder’s statements in respect of the E&P Takeover Bid. As Shandong Gold now holds a controlling shareholding in Cardinal, the Cardinal Board considers that there is no longer any reasonable prospect that the conditions of the E&P Takeover Bid can be satisfied, particularly having regard to the 50.1% minimum acceptance condition. Accordingly, the Cardinal Board has determined to not engage further with E&P in relation to the E&P Takeover Bid.

Recommendation of Cardinal Board – Accept the Shandong Gold Offer

Given that:

• Shandong Gold have acquired control of Cardinal and now holds over 50% of the Cardinal Shares;
• the Nordgold On-Market Takeover Bid has expired, the Nordgold Off-Market Takeover Bid will not be dispatched and Nordgold have accepted the Shandong Gold Offer; and
• the minimum acceptance conditions of the Dongshan Conditional Indicative Offer and the E&P Takeover Bid can no longer be satisfied,
  

the Cardinal Board continues to recommend that Shareholders ACCEPT the Shandong Gold Offer (in the absence of a superior proposal).

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.