Cardinal Issues Shares to Shandong Gold

TORONTO, July 07, 2020 (GLOBE NEWSWIRE) — Cardinal Resources Limited (ASX/TSX: CDV) (“Cardinal” or “Company”) announces that further to the press release and the Bid Implementation Agreement dated 18 June 2020, Cardinal has now raised A$11,960,000 as a result of the issue of 26,000,000 fully paid ordinary shares (“Placement”) to Shandong Gold Mining (HongKong) Co., Ltd (a subsidiary of Shandong Gold Mining Co., Ltd.) (“Shandong Gold”) in accordance with the terms of the Bid Implementation Agreement.

Shandong Gold has agreed to acquire 100% of the issued and outstanding ordinary shares in Cardinal at a price of A$0.60 cash per share, by way of an off-market takeover offer (“Offer”). The proposed off-market takeover offer requires a number of conditions to be met, including a 50.1% minimum acceptance condition.

Shareholder approval is not required for this Placement as the Company is issuing the shares under its Listing Rule 7.1 placement capacity.

The funds raised by this Placement will be used to ensure Cardinal may continue advancing the Namdini Project towards development and for working capital.

Timetable and Next Steps

Detailed information relating to the Shandong Gold Offer, will be set out in the Bidder’s Statement and Target’s Statement, which are currently expected to be dispatched to Cardinal shareholders on or about 22 July 2020.

The Bidder’s Statement and Target’s Statement will set out important information, including how to accept the Shandong Gold Offer, information about Shandong Gold and the key reasons why Cardinal Shareholders should accept the Shandong Gold Offer in the absence of a superior proposal.

Corporate Update

As contemplated in the announcement dated 18 June 2020, the completion of the Placement was subject to and conditional upon no competing proposal being received by Cardinal within 14 days from entering into the BIA (Protection Period) which the Cardinal Board of Directors consider to be superior to the Shandong Gold Offer (Superior Proposal). No such Superior Proposal emerged during the Protection Period or as at the date of this announcement from any party. Accordingly, the Company cautions any trading on speculation that another formal proposal capable of acceptance or Superior Proposal will arise.

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. For further information on the Namdini Project, please see the technical report on the FS, prepared pursuant to NI 43‐101 of the Canadian Securities Administrators, 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 Study 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.

Competent / Qualified Person Statement