Cardinal Resources Limited (ASX: CDV; TSX: CDV) ('Cardinal' or 'the Company') a Ghana gold focused exploration and development company, is pleased to present its Quarterly activities report for the period ended 31 December 2020.
HIGHLIGHTS
On October 1, 2020 Nord Gold SE ('Nordgold') announced that their offer period for its unconditional on market all cash offer for all of the ordinary shares in Cardinal had been extended to close of trade on ASX on October 22, 2020.
On October 8, 2020 the Company advised that 6,570,167 unlisted milestone options issued on December 10, 2019 had been exercised under the terms and conditions of Cardinal's Employee Stock Option Plan.
On October 12, 2020 Shandong Gold Mining (HongKong) Co., Limited ('Shandong Gold') announced that the offer period of its unconditional off market all cash offer for all of the ordinary shares in Cardinal will remain open for acceptance from the Offer Date until 7:00pm (Sydney time) on October 23, 2020.
On October 15, 2020 Nordgold announced that the offer period had been extended to close of trade on ASX on November 3, 2020.
On October 19, 2020 Shandong Gold released itssecond supplementary bidder'sstatement and advised that the offer price of AU$1.00 per Cardinal share was best and final in the absence of a higher competing offer.
On October 21, 2020 Nordgold increased its offer price from AU$0.90 to AU$1.00 cash per share.
On October 23, 2020 the Company advised that it had received 28 letters from shareholders who own or control in aggregate of 19.38% of the Company's shares to the effect that they intended to accept the unconditional off market takeover offer by Shandong Gold by Friday, October 30, 2020 (subject to conditions).
On October 23, 2020 Shandong Gold announced that its offer period will remain open for acceptance until 7:00pm (Sydney time) on October 30, 2020.
On October 26, 2020 Cardinal announced that shareholders representing 22.81% of Cardinal's shares intended to accept Shandong Gold's offer in the absence of an increase from Nordgold or a superior offer.
On October 26, 2020 Nordgold announced that it will not increase its AU$1.00 cash offer price for each Cardinal share under its on market unconditional offer, unless there is a higher competing offer.
On October 26, 2020 Shandong Gold advised its intention to extend its offer period to December 31, 2020 and, if a higher competing offer were to be announced, to increase its offer price to AU$1.05 per Cardinal share.
On October 28, 2020 Nordgold announced itsintention to supplement its on market unconditional cash offer with an off market offer on equivalent terms. If a higher completing offer is made, Nordgold may increase its offer price under its off market offer, including to AU$1.05 per share on another price that may defeat the higher competing offer and any competing offer from Shandong Gold.
On October 29, 2020 Nordgold announced that the offer period had been extended to close of trade on ASX on November 20, 2020.
On November 18, 2020 Nordgold extended on market offer to December 7, 2020.
On November 23, 2020 Nordgold lodged bidders' statement for an off market takeover of CDV at A$1.00 per share but the offer never opened. Nordgold announced relevant interest in CDV of 149.3m shares for approximately 27.8%.
On November 24, 2020 a Ghanaian company, Engineers & Planners Company Ltd ('E&P') announced a conditional off market takeover offer for Cardinal at A$1.05 per share subject to conditions, including 50.1%minimumacceptance andrequiring regulatory approvals(FIRB, local Ghanaian approvals, etc).
On November 24, 2020 Shandong Gold increased its off market bid from A$1.00 per share to A$1.05 per share, after the announcement of the higher E&P bid (being released from its 'best and final' statement).
On November 26, 2020 Nordgold considered that it is free from its 'best and final' statement and extended its offer to December 14, 2020.
On December 7, 2020 Nordgold extended its offer to December 23, 2020.
On December 11, 2020 Nordgold increased its on market offer to match Shandong Gold at A$1.05 per share, with offer still closingonDecember 23, 2020.
On December 22, 2020 Shandong Gold announced intention to increase off market offerto A$1.075 per share, conditional on Nordgold offer not being extended, and achieving relevant interest in CDV of more than 30% byDecember 31, 2020.
On December 23, 2020 Nordgold on market offer closed and Nordgold accepted the Shandong Gold offer.
On the morning of December 24, 2020 Shandong Gold'srelevantinterestin CDV increased to 240.3 million shares for approximately 43.4%.
On December 24, 2020 a new highly conditional intention to bid for Cardinal from Dongshan was announced.
On December 24, 2020 Shandong Gold confirmed its increased bid to A$1.075 per share, extended the offer to close on 12 January, 2020, and had acquired more than 50.1% of Cardinal.
On December 29, 2020 Shandong Gold relevant interest in CDV increased to 283.89 million shares for approximately 51.26% and a supplementary bidder statement (4th)released.
On December 29, 2020 Cardinal acknowledged that Shandong Gold has a controlling shareholdinginthe Company, and the Cardinal Board has determined notto engage with the other highly conditional bidders (Dongshan and E&P).
On December 31, 2020E&PandDongshanbothdeterminednottoproceedwithtakeover bidsfor Cardinal.
On December 31, 2020 Shandong Gold relevant interest in CDV increased to 356.7 million shares for approximately 64.4%.
Nordgold
On March 16, 2020 Nord Gold SE ('Nordgold') announced that it had submitted a non-binding indicative and conditional proposal to acquire all the issued share capital of Cardinal not already owned by Nordgold at A$0.45775 per Cardinal Shares. On July 15, 2020 Nordgold announced an offer to acquire on market for $0.66 per Cardinal share all the fully paid ordinary shares in Cardinal which are listed for quotation on the official list of the Australian Securities Exchange that exist or will exist at any time during the offer period and that are not already owned by Nordgold and its associates.
On September 2, 2020 Nordgold increased its offer price under its unconditional on market takeover offer for Cardinal from $0.66 to $0.90 cash per share.
On September 10, 2020 Nordgold advised that it would extend its offer period to close of trade on September 24, 2020.
On September 17, 2020 Nordgold advised that it would extend its offer period to close of trade on October 8, 2020.
On October 15, 2020 Nordgold announced that the offer period had been extended to close of trade on ASX on November 3, 2020.
On October 21, 2020 Nordgold increased its offer price for the unconditional on market all cash offer for all the ordinary shares in Cardinal from $0.90 to $1.00 cash per share.
On October 26, 2020 Nordgold announced that it will not increase it's $1.00 cash offer price for each Cardinal share under its on market unconditional offer, unless there is a higher competing offer.
On October 28, 2020 Nordgold announced its intention to supplement its on market unconditional cash offer with off market offer on equivalent terms. If a higher completing offer is made, Nordgold may increase its offer price under its off market offer, including to $1.05 per share on another price that may defeat the higher competing offer and any competing offer from Shandong.
On October 29, 2020 Nordgold announced that the offer period had been extended to close of trade on ASX on November 20, 2020.
On November 23 2020, Nordgold lodges bidders' statement for an off market takeover of CDV at A$1.00/sh but the offer never opens. Nordgold announces relevant interest in CDV of 149.3m shares for 27.8%.
On November 26 2020, Nordgold considers that it is free from its 'best and final' statement and extends its offer to December 14 2020.
On December 7 2020, Nordgold extends its offer to December 23 020.
On December 11 2020, Nordgold increases its on market offer to match Shandong Gold at A$1.05 per share, offer still closes December 23 2020.
On December 23 2020, Nordgold on market offer closes and Nordgold accepts the Shandong Gold revised bid.
On December 24, 2020 Nordgold announced that it would accept Shandong Gold's offer, and as a result was no longer Cardinal's largest shareholder.
The Cardinal Board continues to unanimously recommend that Cardinal Shareholders ACCEPT the Shandong Gold Offer.
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 October 15, 2019. All material assumptions and technical parameters underpinning this estimate continue to apply and have not materially changed. The Namdini Project has a published gold Ore Reserve of 5.1Moz (138.6Mt @ 1.13g/t Au; 0.5g/t cut off), inclusive of 0.4Moz Proved (7.4Mt @ 1.31g/t Au; 0.5g/t cut off) and 4.7Moz Probable (131.2Mt @ 1.12g/t Au; 0.5g/t cut off). Authorized for release by the Board of Cardinal Resources Limited.
Contact:
Archie Koimtsidis
Tel: +61 8 6558 0573
CARDINAL RESOURCES LIMITED 