Shandong Gold Mining : UPDATE ON OFFER TO ACQUIRE AND SUBSCRIPTION FOR SHARES OF CARDINAL RESOURCES LIMITED

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

SHANDONG GOLD MINING CO., LTD.

山東黃金礦業股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1787)

UPDATE ON OFFER TO ACQUIRE AND SUBSCRIPTION FOR SHARES OF CARDINAL RESOURCES LIMITED

Reference is made to (i) the announcement of Shandong Gold Mining Co., Ltd. dated 18 June 2020 (the "First Announcement") in relation to the entering into of the Bid Implementation Agreement between the Company, SDG Hong Kong and Cardinal Resources pursuant to which SDG Hong Kong agreed to, among other matters, (a) make offers to all Cardinal Shareholders (other than SDG Hong Kong) to acquire all of their Cardinal Shares by way of an off-market conditional takeover bid at the Offer Price of AUD 0.60 per Cardinal Share; and

1. subscribe for 26 million Cardinal Shares, representing approximately 4.94% of the issued Cardinal Shares immediately upon completion of the Subscription, at the price of AUD 0.46 per Cardinal Share, which has been completed on 7 July 2020; and (ii) the announcements of Shandong Gold Mining Co., Ltd. dated 23 July 2020, 29 July 2020 and 7 September 2020 (together with the First Announcement, collectively, the "Announcements") in relation to, among other matters, the improvement of the Offer Price to the Further Revised Offer Price of AUD 1.00 per Cardinal Share and fulfillment of certain conditions of the Offer. Capitalized terms used in this announcement shall have the same meanings as defined in the Announcements.

The Board would like to update its Shareholders and potential investors on the latest status of the Offer.

WAIVER OF CONDITIONS OF THE OFFER

To further advance the implementation of the Offer, SDG Hong Kong has declared that the Offer and each contract formed by the acceptance of the Offer are free from all conditions by way of a notice dated 21 September 2020 made under The Corporations Act 2001. Accordingly, the Offer is now unconditional.

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As a result, all the acceptances of the Offer received ("Received Acceptances") have become unconditional and SDG Hong Kong has acquired all Cardinal Shares under the Received Acceptances in accordance with the terms of the Offer and The Corporations Act 2001. For the avoidance of doubt, acquisition of Cardinal Shares under the Offer is no longer conditional upon the Cardinal Shares held by Cardinal Shareholders who accepted the Offer and the Cardinal Shares held by SDG Hong Kong (including the Subscription Shares) equals to or more than 50.1% of total Cardinal Shares (on a fully diluted basis) upon expiration of the Offer Period as stated under the paragraph headed "Outcome of the Offer" in the First Announcement.

As at the date of this announcement, the number of Cardinal Shares under the Received Acceptances is 32,129,031 Cardinal Shares, representing approximately 6.05% of the issued share capital of Cardinal Resources and SDG Hong Kong has a relevant interest in approximately 10.94% of the issued share capital of Cardinal Resources (including the relevant interest in Cardinal Shares under the Received Acceptances) in aggregate.

LISTING RULES IMPLICATIONS

As all the applicable percentage ratios of the Offer and Subscription, based on the Further Revised Offer Price, are less than 5%, the Offer and Subscription does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules.

As the Offer is subject to a number of variables, including but not limited to the Nord Gold Competing Offer and acceptance by the Cardinal Shareholders, there are uncertainties as to the final number of Cardinal Shares to be acquired by SDG Hong Kong under the Offer and whether SDG Hong Kong can conduct compulsory acquisition on the remaining Cardinal Shares. Shareholders and the potential investors of the Company are advised to exercise caution when dealing in the shares of the Company. Further announcement(s) will be made by the Company in relation to the Offer as and when appropriate and/or as required by applicable regulations.

By order of the Board

Shandong Gold Mining Co., Ltd

Li Guohong

Chairman

Jinan, PRC, 21 September, 2020

As at the date of this announcement, the executive directors of the Company are Mr. Wang Peiyue, Mr. Li Tao and Mr. Tang Qi; the non-executive directors of the Company are Mr. Li Guohong, Mr. Wang Lijun and Ms. Wang Xiaoling; and the independent non-executive directors of the Company are Mr. Gao Yongtao, Mr. Lu Bin and Ms. Hui Wing.

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