Mr. Archie Koimtsidis reports

CARDINAL RESOURCES LTD (CRDNF) RECEIVES 19.38% IN SHAREHOLDER INTENTION STATEMENTS

Cardinal Resources Ltd. has received 28 letters (shareholder intention statements) from persons who own or control 19.38 per cent of the company's shares to the effect that they intend to accept the unconditional off-market takeover offer by Shandong Gold Mining (HongKong) Co. Ltd. by Oct. 30, 2020, if Shandong Gold has not otherwise extended its offer period by 10 a.m. on Oct. 30, or if Shandong Gold has extended its offer by 10 a.m. on Oct. 30. They intend to accept the Shandong Gold offer by 5:30 p.m. AEDT on the new last day of the Shandong Gold offer period, subject to either:

• Nord Gold SE not increasing the offer price of its takeover offer above $1 (Australian) per share;
• There being no superior proposal for value in excess of $1 (Australian) per share, in each case prior to 5:30 p.m. AEDT on Oct. 29, 2020.

Effect of the statements

Cardinal provides the following update, having regard to the receipt of the shareholder intention statements:

• The Shandong Gold offer is a cash, unconditional off-market takeover offer at $1 (Australian) per share, currently scheduled to close on Oct. 30, 2020 (unless extended or withdrawn).
• The Nord Gold offer is a cash, unconditional on-market takeover offer at $1 (Australian) per share, currently scheduled to close at the close of trading on Nov. 3, 2020 (unless extended or withdrawn).
• Shandong Gold announced on Oct. 19, 2020, that its offer of $1 (Australian) per share was its best and final offer price in the absence of a higher competing offer.
• Shandong Gold has confirmed it is unable to increase its offer unless Nord Gold increases its offer (or there is a higher competing offer from a third party). Shandong Gold has also announced its intention to extend its offer period to 7 p.m. Sydney time on Oct. 30, 2020.
• A number of persons who own or control 19.38 per cent of Cardinal's shares have stated their intention to accept the Shandong Gold offer on the terms of the intention set out in the first paragraph.
• Cardinal considers that provision of the shareholder intention statements may provide Nord Gold with an incentive to increase its offer as this would trigger the superior proposal conditions in the shareholder intention statements (if such an increase were to be made by 5:30 p.m. AEDT on Oct. 29, 2020). In the event that Nord Gold elects not to increase its offer by 5:30 p.m. AEDT on Oct. 29, 2020 (and there is no other superior proposal for value in excess of $1 (Australian) per share), the persons providing the shareholder intention statements who own or control 19.38 per cent of Cardinal's shares will accept the Shandong Gold offer, increasing Shandong Gold's relevant interest in Cardinal shares to 31.37 per cent. Cardinal has no knowledge of the intentions of Nord Gold and can provide no guidance as to whether Nord Gold would seek to increase its offer or otherwise.
• As at the date of this announcement, Nord Gold has a relevant interest in approximately 28 per cent of Cardinal's shares.
• Cardinal shareholders are invited to provide additional statements to the shareholder intention statements, and Cardinal will provide further updates, as required.

The Cardinal board continues to unanimously recommend that Cardinal shareholders accept the Shandong Gold offer (in the absence of a superior proposal) and take no action in respect of the Nord Gold offer.

Shandong Gold intention in respect of certain Cardinal options

Cardinal has also received correspondence from Shandong Gold, advising Cardinal of its intention to seek to reach agreement with each of the holders of the OP2 designation 50-Australian-cent-exercise-price options to accelerate the timing for completion of the transfer of those options pursuant to the existing deeds of assignment of options.

If Shandong Gold is successful in negotiating the acceleration of the acquisition of such options (of which there are currently 18.5 million on issue), the options are transferred and Shandong Gold subsequently exercises those options, this will have the effect of increasing Shandong Gold's relevant interest in Cardinal by approximately 3.3 per cent on a diluted basis (assuming no other options are exercised).

Cardinal intends to engage with Shandong Gold and the relevant optionholders to seek such agreement, to the extent it is able. Cardinal will provide further updates in due course.

Advisers

Cardinal's joint financial advisers are Maxit Capital LP, BMO Capital Markets, Euroz Hartleys Ltd. and Canaccord Genuity Corp. Cardinal's legal advisers are HopgoodGanim Lawyers (Australia) and Bennett Jones LLP (Canada).

About Cardinal Resources Ltd.

Cardinal Resources is a West African gold exploration and development company that holds interests in tenements within Ghana, West Africa.

The company is focused on the development of the Namdini project with a gold ore reserve of 5.1 million ounces (400,000 oz proven and 4.7 million oz probable) and a soon-to-be-completed feasibility study.

Exploration programs are also under way at the company's Bolgatanga (northern Ghana) and Subranum (southern Ghana) projects.

Cardinal confirms that it is not aware of any new information or data that materially affect the information included in its announcement of the ore reserve of April 3, 2019. All material and technical assumptions underpinning this estimate continue to apply and have not materially changed.