Engineers & Planners acquire shares in Cardinal Resources Limited

Ghanaian owned business, Engineers & Planners has expressed interest to acquire shares in Cardinal Resources Limited.

Cardinal Resources Limited (ASX/TSX: CDV) is a West African gold‐focused exploration and development Company that holds interests in tenements within Ghana, West Africa.

In a press release on November 24, 2020, Engineers & Planners said it intends to takeover “a conditional off-market cash offer to acquire all of the ordinary shares in Cardinal”.

Below is the full statement from the company announcing the offer:

CONDITIONAL ALL CASH, OFF-MARKET OFFER FOR CARDINAL RESOURCES LIMITED (ASX/TSX; CDV) BY ENGINEERS & PLANNERS COMPANY LIMITED, GHANA.
Engineers & Planners is pleased to announce a conditional off-market cash offer to acquire all of the ordinary shares in Cardinal.

The Consideration of A$1.05 per share (the “Offer Price”) for the shares of Cardinal on ASX, is 5% higher than both the recently revised Nord Gold and Shandong Gold Mining Offers of A$1.00.

The offer values Cardinal at A$564,764,139.50 based on 100% of the ordinary equity on issue.

The Offer represents a compelling opportunity for Cardinal shareholders to realise value and stimulate ownership of Ghanaian natural resources by a 100% Ghanaian owned entity.

Engineers & Planners is a 100% Ghanaian owned Mining and Construction company, headquartered in Accra, Ghana, with a 22 year proven track record of mining contracting and operational excellence in West Africa. E&P employs 3,000 mainly Ghanaian team members. Currently Engineers & Planners is contracted to two of the major gold mines in production in Ghana.

Engineers & Planners’ formal Offer period will commence on 18th of November 2020 and be open until the close of trading (4pm Sydney time) on 31st December 2020, unless extended or withdrawn in accordance with the Corporations Act 2001 (Cth).

Background to the offer

The Consideration of A$1.05 per share (the “Offer Price”) represents a 59% premium to the Binding Offer E&P made on 3 June, 2020 to the Board of Cardinal Resources Ltd for the Ghanaian gold mining assets. This new, revised offer, this time for the shares of Cardinal on ASX, is 5% higher than both the recently revised Nordgold and Shandong offers of A$1.00.

Why would you accept E&P’s Offer over the rival Offers? Not only do E&P offer the best price for your shares, we are also a proud Ghanaian company, 100% owned by Ghanaians, and in the words of the CEO of Cardinal in a communication between us:

“It’s great to see a Ghanaian Company raise their hand and show an interest in
what will be Ghana’s next multimillion-ounce gold mine”. Mr Archie Koimtsidis, 27th April 2020.

We are committed to operating in Ghana specifically, and West Africa generally, and have project development expertise and financial backing for the successful construction and commissioning of the Namdini project, to the benefit of the local community and all stakeholders. The Namdini Gold Mine and Cardinal’s Bolgatanga assets are in our ancestral area and we have intimate knowledge of the local communities, customs and urgent needs of our fellow Ghanaians.

The Government of Ghana has recently unambiguously stated that they want Ghanaian companies to own its prized natural resource assets. To emphasize this Ghana Infrastructure Investment Fund (“GIIF”) recently took over the debt facility originally extended to Cardinal Resources Ltd by Sprott of Canada. We applaud this development and Engineers & Planners is now extending this goal by seeking to acquire one of the most promising gold mining assets in Ghana.

This offer, which will be subject to obtaining all usual and necessary approvals, including regulatory approvals in Australia (FIRB) and Ghana (including clarifications on the mandatory 10% free carry equity participation of the Republic of Ghana in the Ghanaian companies holding the mining licenses, and tax treatment of change of control issues for corporate income tax), will support national asset development. Engineers & Planners is a local business with on the ground resources to start this project immediately, without delay, which will be considerably faster than any international third parties. Engineers & Planners is delighted to support Ghana with jobs for the local workforce; taxes for the benefit of the government; and local Ghanaian ownership.

Sign

Emmanuel Erskine
Business Development Director