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to close at the end of ASX trading (4:00 pm Sydney time) on 10 September 2020, unless it is further extended or withdrawn in accordance with the Corporations Act 2001 (Cth).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

“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. ” Nikolai ZelenskiChief Executive Officer of Nordgold

H1 2020 Highlights

• Lost Time Injury Frequency Rate (LTIFR) improved in H1 2020 to 1.18. We regret to report one Nordgold contractor fatality in H1 2020.
• Refined gold production increased by 8% year-on-year (“YoY”) to 507.3 thousand ounces (“koz”), mainly driven by strong operating performances at the Gross, Taparko, Irokinda, Berezitovy and Suzdal mines, more than offsetting lower production at Bissa and Bouly.
• COVID-19 pandemic crisis has made gold’s relevance as a hedge more apparent supporting its price performance. The average realised gold price tracked market dynamics and increased by 27% YoY in H1 2020 driving revenue up by US$179.2 million. Higher production contributed additional US$43.5 million to revenue growth in H1 2020.
• All-in sustaining costs (“AISC”) decreased by 4% YoY to US$1,028/oz, mainly due to higher gold production from the efficient Gross mine, as well as lower costs at the Taparko, Lefa, Buryatzoloto and Suzdal mines.
• Adjusted EBITDA increased by 67% YoY to US$433.2 million in H1 2020 driven by a more favourable gold price environment, as well as higher production and lower costs.
• Net profit increased by 3.6 times YoY to US$218.2 million mainly due to higher revenue and lower impairment loss in H1 2020.
• Free cash flow increased to US$177.5 million in H1 2020 from US$6.4 million in H1 2019 mainly due to lower capital expenditures and higher operating cash flow with the Gross mine being the main contributor.
• Nordgold opened its unconditional on-market cash offer to acquire all of the ordinary shares in Cardinal Resources that it does not already own on 30 July 2020. Nordgold’s offer, which has already received all required regulatory approvals including in both Australia and Ghana will remain open until the close of trading on 10 September 2020 (unless further extended or withdrawn in accordance with the Corporations Act).

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.