Amended Bid Implementation Agreement – Shandong Gold

TORONTO, July 29, 2020 (GLOBE NEWSWIRE) — Cardinal Resources Limited (ASX/TSX: CDV) (“Cardinal” or “Company”) refers to its announcement dated 27 July 2020 in relation to the revised and improved proposal for an off-market takeover offer from Shandong Gold Mining (HongKong) Co., Limited (“Shandong Gold”) pursuant to which Shandong Gold will offer to acquire all of the shares in Cardinal it does not presently own at a cash price of A$0.70 per Share (the “Revised Shandong Gold Offer”).

Amended Bid Implementation Agreement

Cardinal has today entered into a deed with each of Shandong Gold Mining (HongKong) Co., Limited and Shandong Gold Mining Co., Ltd, to amend the Bid Implementation Agreement (attached as Appendix A)(“Deed”).

In summary, the Deed amends the BIA to, amongst other matters:

increase the Offer Price to A$0.70 per Share;

note that the Offer will no longer be subject to any Chinese regulatory approvals;

make certain changes to the proposed timetable of the Offer (refer Attachment A);

increase the ascribed value per Cardinal Option for certain Options (refer Attachment B); and

increase the break fee so that it continues to represent approximately 1% of the deal value.

Timetable and Next Steps

Detailed information relating to the Revised Shandong Gold Offer will be set out in the Bidder’s Statement and Target’s Statement, which are now expected to be dispatched to Cardinal shareholders on or about 13 August 2020. The Bidder’s Statement and Target’s Statement will set out important information, including how to accept the Revised Shandong Gold Offer, information about Shandong Gold and the key reasons as to why Cardinal Shareholders should accept the Revised Shandong Gold Offer (in the absence of a Superior Proposal).

Advisers

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

About Shandong Gold

Shandong Gold is principally engaged in the exploration, mining, refining and sale of gold and non-ferrous metals. Shandong Gold is listed on the main board of both the Shanghai and Hong Kong Stock Exchanges. Shandong Gold had a market capitalisation of approximately US$14.5 billion as at 18 June 2020. In 2019, Shandong Gold produced mined gold of 1.273 million ounces and generated revenue of US$9.0 billion and EBITDA of US$771 million. As of 31 December 2019, Shandong Gold controlled total resources of 35.5 million ounces. Shandong Gold is 48% owned by Shandong Gold Group Co., Ltd (“Shandong Gold Group”), which is ultimately controlled by the State-owned Assets Supervision and Administration Commission of Shandong Province of China (“Shandong SASAC”).

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. The Namdini Project has a published gold Ore Reserve of 5.1 Moz (138.6 Mt @ 1.13 g/t Au; 0.5 g/t cut‐off), inclusive of 0.4 Moz Proved (7.4 Mt @ 1.31 g/t Au; 0.5 g/t cut‐off) and 4.7 Moz Probable (131.2 Mt @ 1.12 g/t Au; 0.5 g/t cut‐off).

The Company announced completion of the Feasibility Study (FS), which was released 28 October 2019. The technical report on the FS, prepared in accordance with NI 43‐101 of the Canadian Securities Administrators, was issued on SEDAR at www.sedar.com on 28 November 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 15 October 2019 and included in the Company’s completed Feasibility dated 28 October 2019. All material assumptions and technical parameters underpinning this estimate continue to apply and have not materially changed.

This release has been authorised by the Board of Directors of Cardinal.

For further information contact:

Cannings Purple (Investor Relations, Australia)
Peta Baldwin or Warrick Hazeldine
E: [email protected]
E: [email protected]

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