Cardinal Resources : Preliminary Non-Offering Prospectus

A copy of this preliminary prospectus has been filed with the Ontario Securities Commission but has not yet become final. Information contained in this preliminary prospectus may not be complete and may have to be amended.

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

PRELIMINARY PROSPECTUS

Non-Offering Prospectus April 5, 2017

CARDINAL RESOURCES LIMITED

No securities are being offered or sold pursuant to this non-offering preliminary prospectus. This prospectus is being filed with the Ontario Securities Commission to enable Cardinal Resources Limited ("Cardinal" or the "Corporation") to become a reporting issuer pursuant to the applicable securities legislation in the Province of Ontario.

The Corporation is a corporation incorporated under the Australian Corporations Act 2001 (Cth). The principal activity of the Corporation is gold exploration in Ghana. The Corporation holds interests in prospective tenements for gold mineralization in Ghana in two NE-SW trending Paleo-Proterozoic granite- greenstone belts: the Bolgatanga Project and the Namdini Project, which are located, respectively, within the Nangodi and Bole-Bolgatanga Greenstone Belts in northeast Ghana, and the Subranum Project, which is located within the Sefwi Greenstone Belt in southwest Ghana.

Since no securities are being offered pursuant to this prospectus, no proceeds will be raised and all expenses in connection with the preparation and filing of this prospectus will be paid by the Corporation from general corporate funds.

The ordinary shares of the Corporation (the "Ordinary Shares") are listed and posted for trading on the Australian Securities Exchange (the "ASX"). The closing price of the Ordinary Shares on the ASX on April 4, 2017 was $0.595.

The Corporation has applied to the Toronto Stock Exchange (the "TSX") to list the Ordinary Shares for trading on such exchange. It is anticipated that listing will be subject to the Corporation satisfying certain conditions. See "Stock Exchange Listing".

An investment in the Ordinary Shares is speculative and involves a high degree of risk that should be considered by potential purchasers. An investment in the Ordinary Shares is suitable only for those purchasers who are willing to risk a loss of some or all of their investment and who can afford to lose some or all of their investment. The risk factors included in this prospectus should be reviewed carefully and evaluated by prospective purchasers of Ordinary Shares. See "Risk Factors" and "Forward-Looking Information".

No underwriter has been involved in the preparation of this prospectus or performed any review or independent due diligence of the contents of this prospectus.

Substantially all of the assets of the Corporation are located outside of Canada and the Corporation is formed and organized under the laws of Australia. All of the directors and officers of the Corporation reside outside of Canada. BDO Audit (WA) Pty Ltd, the Corporation's auditor, is a corporate entity formed under the laws of Australia. Each of Kevin Tomlinson, Archie Koimtsidis, Mark Connelly, Simon Jackson, Malik Easah and Erik Palmbachs has appointed Blakes Extra-Provincial Services Inc., 199 Bay Street, Suite 4000, Toronto, ON, M5L 1A9 as his or her agent for service of process in Canada. Prospective investors in Ordinary Shares are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada even if the party has appointed an agent for service of process.

TABLE OF CONTENTS

ADVISORY 1

TECHNICAL INFORMATION. 1

CURRENCY AND EXCHANGE RATES 3

FORWARD-LOOKING INFORMATION 3

PRESENTATION OF FINANCIAL INFORMATION 5

PROSPECTUS SUMMARY 6

THE CORPORATION 10

BUSINESS OF THE CORPORATION 10

THE GHANAIAN MINING INDUSTRY 13

THE NAMDINI PROJECT 17

OTHER PROJECTS 31

DIVIDEND POLICY 32

DESCRIPTION OF SHARE CAPITAL 32

OPTIONS TO PURCHASE SECURITIES 34

PRIOR SALES 35

CONSOLIDATED CAPITALIZATION 35

TRADING PRICE AND VOLUME 36

SELECTED FINANCIAL

INFORMATION 37

MANAGEMENT'S DISCUSSION AND ANALYSIS 37

PRINCIPAL SECURITYHOLDERS 75

DIRECTORS AND EXECUTIVE

OFFICERS 75

EQUITY-BASED COMPENSATION ARRANGEMENTS 82

EXECUTIVE COMPENSATION 83

INDEBTEDNESS OF DIRECTORS

AND OFFICERS 91

STOCK EXCHANGE LISTING. 91

RISK FACTORS 91

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON

TRANSFER 99

LEGAL PROCEEDINGS 99

REGULATORY ACTIONS 99

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL

TRANSACTIONS 100

AUDITORS, TRANSFER AGENTS AND REGISTRARS 100

MATERIAL CONTRACTS 100

EXPERTS 100

AUDIT COMMITTEE INFORMATION 101

CORPORATE GOVERNANCE DISCLOSURE 102

PURCHASERS' STATUTORY RIGHTS 102

GLOSSARY 102

CERTIFICATE OF THE

CORPORATION 107

SCHEDULE "A" AUDITED FINANCIAL STATEMENTS OF THE

CORPORATION ............................................ A-1

SCHEDULE "B" UNAUDITED INTERIM FINANCIAL STATEMENTS OF THE CORPORATION ............................................ B-1

SCHEDULE "C" CORPORATE

GOVERNANCE DISCLOSURE..................... C-1

SCHEDULE "D" AUDIT AND RISK COMMITTEE CHARTER ............................... D-1

SCHEDULE "E" CHARTER OF BOARD

OF DIRECTORS............................................ E-1

ADVISORY

For an explanation of certain terms used in this prospectus, please refer to the Section entitled "Glossary". References in this prospectus to "management" mean the executive officers of the Corporation. Any statements in this prospectus made by or on behalf of management are made in such persons' capacities as officers of the Corporation and not in their personal capacities.

Prospective investors should read this entire prospectus and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of an investment in the Ordinary Shares. Prospective investors should rely only on the information contained in this prospectus and should not rely on parts of the information contained in this prospectus to the exclusion of others. The Corporation has not authorized anyone to provide additional or different information than is contained herein. If anyone provides a prospective investor with additional, different or inconsistent information, including statements in the media about the Corporation, it should not be relied on.

The information contained in this prospectus is accurate only as of the date of this prospectus or as of the date stated. The Corporation's business, financial condition, results of operations and prospects may have changed since the date of this prospectus.

TECHNICAL INFORMATION

Except where indicated, the disclosure contained in this prospectus that is of an economic, scientific or technical nature has been summarized or extracted from the National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") compliant technical report titled "Technical Report on the Namdini Gold Project, Ghana, West Africa", dated effective April 5, 2017 (the "Technical Report"), prepared by RPA. The Technical Report was prepared by or under the supervision of (i) Ian Blakley, Principal Geologist and Vice-President and General Manager of RPA UK Ltd., who is a Professional Geoscientist in the Province of Ontario; (ii) Sean D. Horan, Senior Geologist of RPA, who is a Professional Geoscientist in the Province of Ontario; and (iii) Kathleen Ann Altman, Ph.D., Principal Metallurgist and Director, Mineral Processing and Metallurgy of RPA (USA) Ltd., who is a Professional Engineer in the State of Colorado and a Qualified Member of the Mining and Metallurgical Society of America. The information contained within this prospectus that relates to "Mineral Resources" or exploration results is based on information compiled by Mr. Blakley, Mr. Horan and Dr. Altman. Each of Mr. Blakley, Mr. Horan and Dr. Altman is an independent "qualified person" as such term is defined in NI 43-101 and each has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity that they are undertaking to qualify as a "Competent Person" as such term is defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the "JORC Code"). Each of Mr. Blakley, Mr. Horan and Dr. Altman consents to the inclusion in this prospectus of the Mineral Resource estimate and exploration results in the form and context in which they appear and confirms that such information is based on and fairly represents the Technical Report. Readers should consult the Technical Report to obtain further particulars regarding the Namdini Project. The Technical Report, which constitutes the current technical report for the Namdini Project, was filed on SEDAR on April 5, 2017 and is available for review at www.sedar.com.

Mineral Resource Estimates

The Mineral Resources for the Corporation's properties (including as used in the Technical Report) have been estimated in accordance with the JORC Code and reconciled with the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on May 10, 2014 (the "CIM Definition Standards").

JORC Code

The following definitions are reproduced from the JORC Code: