Shandong Gold Mining (Hong Kong) Co., Limited entered into a bid implementation agreement to acquire Cardinal Resources Limited (ASX:CDV) from a group of shareholders for approximately AUD 580 million on June 18, 2020. Under the terms of transaction, Shandong Gold has agreed to acquire all issued and outstanding ordinary shares in Cardinal at a price of AUD 0.6 in cash per share, by way of an off-market takeover offer. On July 22, 2020, Shandong will acquire the shares at AUD 0.7 per share. As on September 7, 2020, the offer price increased from AUD 0.7 per share to AUD 1 per share. As of October 26, 2020, Shandong Gold intends to bid AUD 1.05 per Cardinal Share if a higher competing offer to its current AUD 1 offer is made or announced. As of December 22, 2020, Shandong Gold increased offer price to AUD 1.075 per share. Transaction will be financed through cash reserves of Shandong Gold Mining Co., Ltd., parent of Shandong Gold Mining (Hong Kong) Co., Limited. Cardinal Bid implementation agreement contains customary deal protection mechanisms including no shop, no talk, no due diligence, notification and matching rights restrictions; in case of breach an agreed break fee or reverse break fees of AUD 3.3 million will be payable. As of September 7, 2020, Cardinal increased the break fee so that it continues to represent approximately 1% of the deal value. As of October 19, 2020, Shandong Gold Mining (Hong Kong) Co., Limited issued a second supplementary bidder's statement with respect to the acquisition of Cardinal Resources Limited, accepting the current offer price of AUD 1 per share as the best price.

The transaction is subject to customary closing conditions including 50.1% minimum acceptance by Cardinal's shareholders; regulatory approvals including Foreign Investment Review Board, certain Chinese regulatory bodies including National Development and Reform Commission of the People's Republic of China, Ministry of Commerce of the People's Republic of China and State Administration of Foreign Exchange of the People's Republic of China. The transaction is not subject to any financing conditions. Cardinal's Board of Directors has carefully considered the offer in consultation with the Special Committee appointed in connection with the strategic process. Accordingly, Cardinal's Board of Directors unanimously recommends that all Cardinal shareholders accept the Shandong Gold offer in the absence of a superior proposal. Shandong Gold has received the approvals in relation to the acquisition of all of the Cardinal shares by Shandong Gold from each of the Shandong Provincial Branch of the National Development and Reform Commission of the People's Republic of China and the Shandong Provincial Branch of the Ministry of Commerce of the People's Republic of China. On July 22, 2020, the shareholders of Cardinal Resources Limited were advised to take no action with respect to offer with increased offer price. As of August 19, 2020, Foreign Investment Review Board approved the deal. As of September 7, 2020, the Cardinal Board unanimously recommends that Cardinal Shareholders accept the revised Shandong Gold offer. Shandong Gold held the 36th meeting of the 5th Directorate and approved the transaction. Cardinal's Directors, who collectively hold approximately 6.37% of its ordinary shares, intend to accept Shandong Gold's offer in respect of all the shares they own or control by the later of 21 days after the offer is open for acceptance and 5 days after dispatch of the Cardinal target's statement, in the absence of a superior proposal. Cardinal's Board of Directors (in consultation with the Special Committee, its financial and legal advisors), unanimously recommends that Cardinal shareholders to accept the revised Shandong Gold offer. As on September 15, 2020, Cardinal's Directors who collectively hold approximately 6.07% accepted the offer of Shandong Gold's. As on October 26, 2020, shareholders holding 22.81% stake in Cardinal Resources Limited have the intention to accept the offer. As of September 15, 2020, the Shandong Gold offer remains subject to several standard market conditions and 50.1% minimum acceptance of offer by Cardinal shareholders. As of September 21, 2020, offer was declared unconditional. As of October 6, 2020, each of the conditions to the offer have been fulfilled or waived. As of October 20, 2020, Cardinal Board continues to unanimously recommend that Cardinal Shareholders accept the Shandong Gold offer (in the absence of a Superior Proposal) and take no action in respect of the Nord Gold's offer. As of October 26, 2020, Cardinal Board continues to unanimously recommend that Cardinal Shareholders accept the Shandong Gold Offer (in the absence of a superior proposal) and take no action in respect of the Nord Gold's Offer. As of October 26, 2020, shareholders of Cardinal Resources Limited representing 22.81% of its capital have intention to accept the unconditional off-market takeover offer by Shandong Gold Mining (HongKong) Co., Ltd. by October 30, 2020. As of November 4, 2020, Shandong Gold Mining (Hong Kong) Co., Limited, Samson Rock Capital LLP and Cardinal Resources Limited made an application to takeover panel for conducting proceeding in relation to affairs of Cardinal Resources Limited. The sitting Panel was Jeremy Leibler, Karen Phin (sitting President) and Sarah Rennie. As on November 17, 2020, Takeovers Panel has decided to decline to conduct proceedings in respect of all three application made by Shandong Gold Mining (Hong Kong) Co., Limited, Samson Rock Capital LLP and Cardinal Resources Limited in relation to the affairs of Cardinal. As on November 18, 2020, the panel has received an application from Cardinal Resources Limited seeking a review of the Panel's decision in relation to application made by Samson Rock Capital LLP and Cardinal Resources Limited in relation to the affairs of Cardinal.

The Foreign Off-Market Bid will commence on July 22, 2020 and will expire on September 21, 2020, unless extended. As of July 29, 2020, the offer period will end on October 13, 2020. As on September 25, 2020, Shandong Gold Mining commenced the offer. As of October 12, 2020, the offer will remain open for acceptance from the offer date until October 23, 2020. As of October 23, 2020, shareholders of Cardinal Resources Limited owning 19.38% of its capital have sent 28 letters comprising shareholder intention statements stating their intention to accept the unconditional off-market takeover offer by Shandong Gold Mining (HongKong) Co., Ltd. by October 30, 2020 if Shandong Gold has not otherwise extended its offer period by October 30, 2020, or if Shandong Gold has extended its offer by October 30, 2020, they intend to accept the Shandong Gold Offer on the new last day of the Shandong Gold Offer period, subject to either: a) Nord Gold S.E not increasing the offer price of its takeover offer above AUD 1 per Share; or b) there being no superior proposal for value in excess of AUD 1 per Share, in each case prior to October 29, 2020. As of October 23, 2020, Shandong Gold Mining (Hong Kong) Co., Limited has extended offer period to October 30, 2020. Cardinal's shareholders meeting will be held on November 30, 2020. As of October 26, 2020, the transaction is expected to be completed on December 31, 2020. As of January 5, 2021, the transaction is expected to be completed on January 12, 2021.

Maxit Capital LP, Hartleys Limited and Canaccord Genuity Corp. acted as the financial advisors and HopgoodGanim Lawyers (Australia) and Bennett Jones LLP (Canada) acted as legal advisors for Cardinal. Heath Lewis, George Zhao, Angela Zhao, Daniel Cannon, Yang Shen and Zhen Wang of King & Wood Mallesons acted as the legal advisors for Shandong Gold. Morgan Stanley acted as the financial advisor to Shandong Gold Mining in the transaction. Goodmans LLP acted as legal advisor to Shandong Gold Mining (Hong Kong) Co., Limited.

Shandong Gold Mining (Hong Kong) Co., Limited completed the acquisition of Cardinal Resources Limited (ASX:CDV) from a group of shareholders on January 19, 2021. As of January 25, 2021, Shandong Gold Mining (Hong Kong) held a relevant interest in approximately 95.62% stake in Cardinal Resources Limited. Shandong Gold Mining (Hong Kong) was accepted by holders of more than 90% of the issued and outstanding Shares, Shandong Gold Mining (Hong Kong) will proceed to acquire all of the remaining Shares not deposited under the Offer on the same terms as the Offer at AUD 1.075 per Share (being the same price offered under the offer) pursuant to the compulsory acquisition provisions of the Australian. As of January 27, 2021, the notice for compulsory acquisition was dispatched to all remaining Cardinal shareholders. On January 28, 2021, Toronto Stock Exchange has confirmed that effective from close of business of February 1, 2021, the ordinary shares of Cardinal will be delisted from the TSX at Cardinal's request. As on February 1, 2021, The following Shandong Gold nominees have been today appointed to the board of Cardinal Resources Limited -Qiang Du, Canwu Zheng, Huijie Duan and Lingquan Kong. Kevin Tomlinson and Trevor Schultz Cardinal directors have resigned from the board. Archie Koimtsidis, Malik Easah, Michele Muscillo and Kenneth G. Thomas will continue as directors with Cardinal for the time being. The appointments and resignations are effective from January 29, 2021. As of March 15, 2021 the squeeze out has been completed and Cardinal Resources Limited becomes a wholly-owned subsidiary of Shandong Gold Mining (Hong Kong) Co., Limited. Michael Vitton of BMO Capital Markets, acted as investor and financial advisor to Cardinal Resources Limited.