Nord Gold : Nordgold Calls for General Meeting

RNS Number : 0596O

Nord Gold SE

02 November 2016

Nordgold Calls for General Meeting

London, United Kingdom, 2 November 2016- Nord Gold SE ('Nordgold' or the 'Company', LSE: NORD), the internationally diversified low-cost gold producer, announces that it will hold a General Meeting of the Company's shareholders at the Fetcham Park House, Lower Road, Fetcham, Leatherhead, Surrey KT22 9HD on Friday 18 November 2016 at 10 am GMT (the 'General Meeting').

The purpose of the General Meeting is to consider a proposal to:

a) reduce the share capital of the Company through a reduction in the nominal value of each of the ordinary shares of the Company from €2.50 to €1.00; and

b) cancel the US$31,267,026.20 standing to the credit of the Company's share premium account.

The General Meeting follows the re-domiciliation of the Company to the UK from the Netherlands at the end of June 2016. As previously disclosed, this re-domiciliation required the Company to complete a further internal restructuring in order to comply with UK company law associated with the payment of dividends. As a result, no dividend was declared for the second quarter of 2016 and the Company's intention is to accrue the amount that would have been paid as dividends to shareholders.

The reduction in the Company's share capital and the cancellation of the amount standing to the credit of the share premium account, as well as an internal restructuring, will enable the Company to create distributable reserves which may be used by the Company to pay dividends to its shareholders in accordance with its stated dividend policy, namely distributing 30% of its normalised net profit attributable to shareholders on a quarterly basis.

Under the UK Companies Act 2006, this capital reduction is also conditional upon the consent of the High Court of Justice in England and Wales.

The Board considers the capital reduction to be in the best interests of the Company and its shareholders as a whole and the Board unanimously recommends that shareholders vote in favour of the resolutions set out in the notice of General Meeting.

The notice of General Meeting and related documents (including proxy forms) are now available on the Company's website atwww.nordgold.com.

Nordgold has submitted the Notice of General Meeting and Proxy Forms to the UK National Storage Mechanism.

About Nordgold

Nordgold (LSE: NORD) is an internationally diversified low-cost gold producer established in 2007 and publicly traded on the London Stock Exchange. Nordgold has a proven track record of operational excellence and benefits from a significant international development pipeline. The Company is relentlessly focused on shareholder value, committed to running safe, efficient, profitable operations, which enable it to generate strong cash flows and in turn, continue to invest in its pipeline of new growth opportunities while generating returns for investors. In 2015, Nordgold produced 950 thousand ounces of gold with all-in sustaining costs of US$793 per ounce, maintaining its position at the lower end of the global cost curve.

Nordgold operates 9 mines (5 in Russia, 2 in Burkina Faso and one each in Guinea and Kazakhstan). It has oneproject in construction phase(Gross in Russia), several prospective projects in feasibility study, preliminary economic assessment and advanced exploration phase and a diverse portfolio of early-stage exploration projects and licences in Burkina Faso, Russia, French Guiana and Canada. Nordgold employs over 8,000 people.

For further information on Nordgold please visit the Company's website: www.nordgold.com

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Cautionary Note Regarding Forward-Looking Statements

The accompanying document has been prepared by Nord Gold SE, a company existing under the laws of the United Kingdom (the 'Company' or 'Nordgold' and, together with its subsidiaries, the 'Group'), and is for informational purposes only. While information in this document is obtained from sources believed by the Company to be reliable, the Company has not undertaken an independent verification of such information, and no assurance can be provided as to the accuracy or completeness of any such information.

Certain statements in this document are not historical facts and constitute 'forward-looking' statements regarding future events or the future financial performance of the Group, including within the meaning of Section 27A of the United States Securities Act of 1933, as amended and Section 21E of the United States Securities Exchange Act of 1934, as amended. Such forward looking statements may be identified by terms such as 'expect', 'believe', 'estimate', 'anticipate', 'intend', 'will', 'could', 'may', or 'might', the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which the Group operates. By their nature, forward-looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance, and the Groups' actual results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Group operates may differ materially from those described in or suggested by the forward-looking statements contained in these materials. In addition, even if the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in these materials, those results or developments may not be indicative of results or developments in future periods. Any such statements speak as of the date on which they are made, and the Company does not undertake any obligation to update any such statements to reflect information, events, results or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events, except as may be required by applicable law. Many factors could cause the actual results to differ materially from those contained in forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in the states where the Group operates, changes in the world gold market, as well as many other risks specifically related to the Group and its operations. Many of these assumptions are based on factors and events that are not within the control of Nordgold and there is no assurance that they will prove correct. New risks and uncertainties emerge from time to time, and it is not possible for management to predict all of such risk factors and to assess in advance the impact of each such factor on Nordgold's business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking information. Actual performance or achievement could differ materially from that expressed in, or implied by, any forward-looking information in this document and, accordingly, investors should not place undue reliance on any such forward-looking information.

The information in these materials is provided as at the date hereof, and is subject to verification, completion and change. Accordingly, no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in these materials, and no reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its completeness, accuracy or fairness. None of the Company or any of its shareholders, directors, officers or any other person accepts any liability whatsoever for any loss howsoever arising from any use of the contents of these materials or otherwise arising in connection therewith.

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