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withdrawn in accordance with the Australian Corporations Act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.
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.
For further information on Nordgold please visit the Company's
website: www.Nordgold.com
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.
SOURCE Nordgold