Nord Gold S.E. (“Nordgold”) has made an offer (“Offer”) under an unconditional on-market takeover bid on the Australian Securities Exchange (“ASX”) to acquire all of the ordinary shares in Cardinal Resources Limited (“Cardinal”) that it and its associates do not already own. Nordgold’s Bidder’s Statement in relation to the Offer was dated and lodged with the Australian Securities and Investments Commission (“ASIC”) on 15 July 2020 (and was supplemented by the First Supplementary Bidder’s Statement dated 2 September 2020, the Second Supplementary Bidder’s Statement dated 3 September 2020 and the Third Supplementary Bidder’s Statement dated 21 October 2020). The Offer commenced on 30 July 2020 and had an initial expiry date of 31 August 2020. The Offer now expires on 7 December 2020.

Extension of Offer Period

Nordgold is now announcing that it is varying the Offer by extending the offer period, so that the offer period will now expire immediately at the close of trading on ASX on 7 December 2020 (unless further extended or withdrawn in accordance with the Australian Corporations Act 2001).

Canadian Disclosure Updates

Nordgold continues to own and control 149,344,714 ordinary shares as disclosed by it on November 12, 2020, and has not disposed of or acquired any ordinary shares since September 2, 2020, including under the Offer. This represents approximately 27.77% of the outstanding ordinary shares of Cardinal.

If Nordgold is unsuccessful in acquiring more than 50% of the ordinary shares, it may consider seeking to appoint further persons to Cardinal’s board of directors and may seek to acquire further ordinary shares in the future in compliance with applicable laws and stock exchange rules. If Nordgold acquires more than 50% of the ordinary shares but less than 90%, it intends to continue the operations of Cardinal and to maintain Cardinal’s stock exchange listings and its reporting issuer status, and subject to applicable law, appoint a number of nominees to Cardinal’s board of directors in proportion to its ordinary share ownership percentage. Nordgold may also seek to acquire further ordinary shares or exercise compulsory acquisition rights if such become available. Finally, if Nordgold acquires more than 90% of the ordinary shares, it will proceed with compulsory acquisition procedures, seek to have Cardinal de-listed from its stock exchange listings and cease to be a reporting issuer, replace Cardinal’s board with its nominees, and undertake a general operational review of Cardinal.