Dongshan Investments announces intention to make A$1.20 cash takeover offer for Cardinal Resources

DUBAI,United Arab Emirates,Dec. 24,2020 -- Dongshan Investments Limited ("Dongshan") has today announced its intention to make an off-market takeover offer of A$1.20 per share ("Offer") to acquire all of the ordinary shares in Cardinal Resources Limited ACN 147 325 620 ("Cardinal").

Highlights

Intention to make an all-cash takeover offer of A$1.20.

Offer represents a 15% premium to the 3 (three) month Volume Weighted Average Price of 1.045A$ per Cardinal Share and a 12% premium to the maximum price offered under the current offer by Shandong (1.075A$ per Cardinal Share).

Conditions to the Offer will include financing,limited due diligence,and regulatory approvals (a full list of the conditions to the Offer is provided in Annexure 1 of this announcement).

Dongshan has a full cycle exploration and mining business in the Republic of the Sudan with production capacity of up to 95,000 ounces of gold per year (approx. 3 t Au/yr) which is supported by a strong in-house geological and production team with 10+ years' experience in exploration and mining (further information of Dongshan's technical experience is set out in Section 'About Dongshan' below).

Dongshan's Sudanese subsidiary,Alliance for Mining Co. Ltd.,is the biggest industrial gold producer in Sudan.

Dongshan is aiming to enhance its gold production portfolio by acquiring world-class assets,and the Namdini Gold Project in Ghana,which is owned by the Cardinal Group (the "Namdini Project"),perfectly fits this development strategy.

Background to the Offer

In September 2020 Dongshan became an Emirati-Russian joint venture. Dongshan's shareholders tasked management with increasing Dongshan's resource base and bringing new exploration and mining projects to the group's portfolio. This is when the Namdini Project came to our attention as the first acquisition target. We believe that by acquiring the Namdini Project and later building it,we will establish ourselves as a major gold producer in West Africa.

Offer conditions

The Offer is subject to a number of conditions,including a limited due diligence condition and funding condition. A full list of the conditions to the Offer is provided in Annexure 1 of this announcement.

Dongshan requires that limited due diligence be undertaken to confirm circumstances listed in Annexure 2 of this announcement.

Dongshan is ready to commence due diligence immediately upon being granted access by Cardinal and intends to complete this process by 31 January 2021 at the latest.

Dongshan's majority shareholder,Wahaj Commercial Investment - Sole Proprietorship L.L.C. ("WAHAJ") has received confirmation from First Abu Dhabi Bank,U.A.E. of the availability of a credit facility of up to USD300,000,000 for the purposes of WAHAJ supporting the Offer,subject to First Abu Dhabi Bank's internal approvals and availability of limits.

About Dongshan

Dongshan is an Emirati-Russian joint venture that has been established by a common effort of Emirati and Russian business circles to develop high potential mining projects in different countries,especially countries in Africa.

Over the past 10 years,Dongshan has built a profound in-house exploration and mining expertise (mainly in Africa),enabling it to make independent verifications and geological evaluations for both internal and external clients and operate projects at all stages of their lifecycle from securing financing and exploration to marketing and monetization. The experience of the Dongshan team in mineral resources exploration covers countries as Sudan,Niger,Mali,Chad,Ivory Coast,Mauritania,Zimbabwe,and Eritrea.

Currently,Dongshan has an active gold production project in Sudan where it successfully proceeded from gold exploration to production stage with production capacity of up to 95,000 ounces of gold per year (approx. 3 t Au/yr). The main milestones which have been achieved in relation to this project are:

April 2013 – obtainment of exploration license for Block 30;

May 2015 – commenced gold production;

March 2016 – production of 1st ton of gold;

January 2018 – extension of production capacity of the gold processing plant to up to 3 t Au/y.

In addition,Dongshan currently has an active exploration project in the Islamic Republic of Mauritania.

Dongshan is aiming to increase its gold production portfolio with world-class assets,and the Namdini Project perfectly fits this development strategy.

Advisers

Dongshan has engaged the following advisers in relation to the Offer:

Financial advisor – PricewaterhouseCoopers Corporate Finance Inc. (Canada);

Legal and tax advisor – PricewaterhouseCoopers Legal (Australia);

Technical advisor – in-house geological and production team of Alnair Mineral Services DMCC (a wholly-owned subsidiary of Dongshan).

This release has been authorised by the Board of Directors of Dongshan.

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