Shandong Gold Mining : COMPLETION OF COMPULSORY ACQUISITION 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.

ʆ؇රږᘤٰุ΅Ϟࠢʮ̡

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

(Stock Code: 1787)

COMPLETION OF COMPULSORY ACQUISITION

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 AUD0.60 per Cardinal Share; and (b) 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 AUD0.46 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, 7 September 2020, 21 September 2020, 12 October 2020, 19 October 2020, 23 October 2020, 26 October 2020, 24 November 2020, 9 December 2020, 22 December 2020, 24 December 2020, 29 December 2020 and 12 January 2021 (together with the First Announcement, collectively, the "Announcements" and each an "Announcement") in relation to, among other matters, (i) improvement of the Offer Price to the Fourth Revised Offer Price of AUD1.075 per Cardinal Share, (ii) extension of the Offer Period to 7:00 p.m. (Sydney time) on 19 January 2021, (iii) waiver of all conditions of the Offer; and (iv) SDG Hong Kong acquiring a relevant interest in excess of 50% of all Cardinal Shares and thus control of Cardinal Resources. 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.

COMPLETION OF COMPULSORY ACQUISITION

Upon the close of the Offer on 19 January 2021, SDG Hong Kong acquired a relevant interest of 95.62% in Cardinal Resources and subsequently ceased trading on and delisted from the ASX and the TSX.

As SDG Hong Kong held an interest in excess of 90% in Cardinal Resources, it has conducted and now completed the compulsory acquisition on the remaining Cardinal Shares in accordance with The Corporations Act 2001 and realized 100% control over Cardinal Resources. Accordingly, the Board is pleased to announce that Cardinal Resources now becomes a wholly-owned subsidiary of the Group.

LISTING RULES IMPLICATIONS

As all the applicable percentage ratios of the Offer and Subscription, based on the Fourth 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.

By order of the Board Shandong Gold Mining Co., Ltd.

Li Guohong Chairman

Jinan, PRC, 15 March 2021

As at the date of this announcement, the executive directors of the Company are Mr. Liu Qin, Mr. Wang Shuhai 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. Wang Yunmin, Mr. Liew Fui Kiang and Ms. Zhao Feng.