Nordgold announces increase in Offer for Cardinal Resources

• Offer increased to A$1.00 per share
• Nordgold holds voting power of approximately 28% in Cardinal and is Cardinal’s largest shareholder
• Cardinal shareholders are urged to contact their broker and accept the unconditional all-cash Offer promptly
• Offer to close at 4:00 pm (Sydney time) on 3 November 2020

London, United Kingdom, 21 October 2020 – As set out in the filing of its broker, Taylor Collison, and in its Third Supplementary Bidder’s Statement, on 21 October, 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 Limited (“Cardinal”) to A$1.00 per share.

Nordgold currently holds 149,344,714 Cardinal shares, which represents voting power of approximately 28% in Cardinal. Nordgold is Cardinal’s largest shareholder and continues to view this shareholding as a long-term strategic investment.

Nordgold notes the Supplementary Bidder’s Statement issued by Shandong on 19 October 2020, and in particular that it has announced that, as there is no higher competing offer, its offer is final and will not be increased, and that this was subsequently confirmed by the announcement made by Cardinal on 20 October 2020. Nordgold’s revised Offer is unconditional, is open for eleven days beyond the current scheduled closing date for the Shandong Offer, and shareholders can accept simply by instructing their broker.

Nordgold’s Offer is scheduled to close at the end of ASX trading (4:00 pm Sydney time) on 3 November 2020, unless it is further extended or withdrawn in accordance with the Corporations Act.

“We are pleased to extend this highly compelling offer to Cardinal shareholders.
Nordgold is fully committed to successfully closing its offer and to the future success of the Namdini project. We are Cardinal’s largest shareholder and this revision represents the third price increase that Nordgold has made, whilst conversely Shandong has announced that it will not be increasing its price further.
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. In this context, Nordgold notes that it has sought and received change of control approval from the Government of Ghana, whilst, to the best of our knowledge, Shandong has not sought to do so.
In the event that Nordgold does not acquire the full outstanding share capital of Cardinal, but remains the largest shareholder, we stand ready to work with Cardinal management to quickly progress the Namdini project and to provide technical and financial support to underpin its success.
As our offer is scheduled to close on 3 November 2020 (unless further extended or withdrawn in accordance with the Corporations Act), we encourage all Cardinal shareholders to contact their broker and accept the Offer without delay. Accepting shareholders will receive proceeds on a T+2 basis. ” Nikolai ZelenskiChief Executive Officer of Nordgold

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 Media Relations
olga.ulyeva@nordgold.com

Bacchus Capital

Peter Bacchus
peter.bacchus@bacchuscapital.co.uk

Cillian Spillanes
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.