Nordgold announces increase in Offer for Cardinal Resources

Increases interest in Cardinal to approximately 28.5%

Announces intention to offer to acquire certain of Cardinal’s Options

  • Offer increased to 90 cents per share
  • Nordgold now holds voting power of approximately 28.5% of Cardinal
  • Cardinal shareholders are urged to contact their broker and accept the unconditional all-cash Offer promptly
  • Offer scheduled to close at 4:00 pm (Sydney time) on 10 September 2020
  • Nordgold intends to make an Offer to certain Cardinal Option holders
  • London, United Kingdom, 3 September 2020 – As set out in the filing of its broker, Taylor Collison, on 2 September, Nord Gold SE (“Nordgold” or the “Company”) is pleased to announce that it has increased the price of its on-market takeover offer for Cardinal Resources Ltd (“Cardinal”) to 90 cents per share.

    Nordgold is also pleased to announce that, as at the date of this announcement, it has increased its interest in Cardinal to 149,344,714 Cardinal shares, which represents an increase in its voting power to approximately 28.5%. Nordgold remains Cardinal’s largest shareholder and continues to view this shareholding as a long-term strategic investment.

    Nordgold’s Offer is unconditional and accepting shareholders will receive full cash consideration within two business days (on a T+2 basis).

    Nordgold’s Offer is scheduled to close at the end of ASX trading (4:00 pm Sydney time) on 10 September 2020, unless it is further extended or withdrawn in accordance with the Corporations Act 2001 (Cth).

    Offer to Cardinal Option holders

    Nordgold also proposes to make an offer to the holders of certain Cardinal Options on a basis pari passu to that proposed by Shandong and disclosed in Cardinal’s Target’s Statement, dated 11 August 2020. This will be conducted by seeking to enter into private arrangements with holders of certain of the Cardinal Options to acquire their Cardinal Options, for the payment of an acquisition fee on the same terms as those offered by Shandong.

    Nikolai Zelenski, Nordgold Chief Executive Officer, said:

    “We are pleased to extend this highly compelling offer to Cardinal shareholders, and by the strong support for our offer.

    We continue to believe we are the best owner of this important asset. We have a strong West African business and remain committed to operating in the region. We have the project development expertise and robust balance sheet necessary, as well as the proven environmental and community-led approach to mine development to underwrite the successful construction and commissioning of the Namdini project, to the benefit of the local community and all stakeholders.

    As our offer is scheduled to close on 10 September, we encourage all Cardinal shareholders to contact their broker and accept the Offer without delay.”

    Further Information

    For further information, please contact the Offer Information Line on 1800 645 237 (within Australia) or +61 1800 645 237 (from outside Australia) between 8:30 am and 5:30 pm Monday to Friday (Sydney time) if you require assistance accepting the Offer.

    About Nordgold

    Nordgold is an internationally diversified gold producer, headquartered in the United Kingdom, with 10 operating assets across two continents, including Burkina Faso and Guinea in West Africa, and a portfolio of high quality projects in feasibility study and in advanced exploration stages.

    Nordgold is committed to running safe, efficient and profitable operations, which enable strong free cash flow generation and provide for continued investment in the Company’s pipeline of growth opportunities. In 2019, Nordgold produced in excess of one million ounces of gold.

    Advisers

    Bacchus Capital acts as exclusive financial adviser to Nordgold, and DLA Piper is acting as legal adviser. Taylor Collison is acting as broker to the Offer.

    Enquiries

    Nordgold
    Olga Ulyeva
    Head of Corporate Communications
    olga.ulyeva@nordgold.com

    Bacchus Capital
    Peter Bacchus peter.bacchus@bacchuscapital.co.uk

    Cillian Spillane cillian.spillane@bacchuscapital.co.uk

    Powerscourt
    Peter Ogden Tel: +44 (0) 20 7250 1446
    Citadel-MAGNUS (Australia)
    John Gardner Tel: +61 413 355 997

    Forward-Looking Information

    This news release and each of the documents referred to herein contains “forward-looking information” within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information, including, for greater certainty, statements regarding the Offer, including the anticipated benefits and likelihood of completion thereof.

    Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Nordgold’s current beliefs and is based on information currently available to Nordgold and on assumptions Nordgold believes are reasonable. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nordgold to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: risks associated with economic conditions, dependence on management and currency risk; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the mining industry; risks related to the enforceability of contracts; reliance on the expertise and judgment of senior management of Nordgold; risks related to proprietary intellectual property and potential infringement by third parties; risks inherent in a mining business; risks relating to energy costs; reliance on key inputs, suppliers and skilled labor; cybersecurity risks; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; and risks relating to certain remedies being limited and the difficulty of enforcement of judgments. Although Nordgold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Nordgold as of the date of this news release and, accordingly, is subject to change after such date. However, Nordgold expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

    Press release
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