Updates Early Warning Report
LONDON, Nov. 26, 2020 /CNW/ - 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, the Third Supplementary Bidder's Statement dated 21 October 2020 and the Fourth Supplementary Bidder's Statement dated 23 November 2020). The Offer commenced on 30 July 2020 and had an initial expiry date of 31 August 2020. The Offer now expires on 14 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offer period will now expire immediately at the close of trading on ASX on 14 December 2020 (unless further extended or withdrawn in accordance with the Australian Corporations Act 2001).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 19, 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.
This news release is also being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the anticipated filing of an early warning report (the "Early Warning Report"). A copy of the Early Warning Report will be available on SEDAR under Cardinal's issuer profile at www.sedar.com and can be obtained by emailing the contact set out below. This extension to the Offer period described herein constitutes a change in a material fact from the Early Warning Report dated November 19, 2020 and filed by 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.
For further information on Nordgold please visit the Company's website: www.Nordgold.com
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.
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