Allied GOLD to Be Acquired BY Zijin GOLD International in Friendly All-Cash Offer Valued at C$5.5 Billion
NEWS RELEASE
ALLIED GOLD TO BE ACQUIRED BY ZIJIN GOLD INTERNATIONAL IN FRIENDLY ALL-CASH OFFER VALUED
AT C$5.5 BILLION
TORONTO, ON – January 26, 2026 ─ Allied Gold Corporation (“Allied Gold” or the “Company”) (TSX: AAUC,
NYSE: AAUC) is pleased to announce that it has entered into a definitive agreement (the “Arrangement
Agreement”), pursuant to which Zijin Gold International Company Limited (“Zijin Gold”), a public company
listed on the Hong Kong Stock Exchange (“HKEX”), has agreed to acquire all of the issued and outstanding
shares of Allied Gold (the “Transaction”) at a price of C$44 per share (the “Offer Price”) in cash.
The equity value pursuant to the Transaction is approximately C$5.5 billion based on Allied Gold ’s
common shares outstanding, realizing a significant, certain and immediate value for Allie d Gold
shareholders. The Offer Price represents a premium of approximately 27% over Allied Gol d’s 30-day
volume-weighted average price (“VWAP”) on the TSX as of the market closing on January 23, 2026.
Peter Marrone, Chairman and Chief Executive Officer of Allied Gold, stated:
“The announced Transaction provides a highly attractive all-cash offer for Allied Gold at what represents
an all- time high for the Company’s share price, crystallizing significant and certain value for its
shareholders. The Transaction is also a testament to the exceptional efforts of the entire Allied Gold team
to identify, finance, optimize, grow, and develop what we have always known is a world-class portfolio of
gold assets across Africa, and it is also an endorsement of these high-quality assets and the mining-friendly
jurisdictions where they are located.
Zijin Gold is among the world’s largest mining companies with a proven track record of successful
international transactions, project development and operational excellence. Of critical importance, Zijin
Gold shares Allied Gold’s sustainability values, prioritizing employee safety and well-being, environmental
performance, and fostering meaningful engagement and collaboration with external stakeholders. All of
this, together with our ongoing strategy for resource growth, development, and operational excelle nce,
is expected to continue advancing while creating significant value for this high-quality portfolio of assets
for all stakeholders.
In light of the significant and immediate value being provided to our shareholder s, along with the
compelling track record of Zijin Gold, Allied Gold’s Board of Directors recommends that shareholders vote
in favour of the Transaction at the special meeting of the shareholders to be called to approve the
Transaction.”
Hongfu Lin, Chairman of Zijin Gold, commented:
“Allied Gold has successfully assembled and advanced a portfolio of large-scale, long-life gold assets with
compelling expansion potential. As the prospective new owners, we look forward to working with
stakeholders in Ethiopia, Mali and Cote d’Ivoire to further advance these operations. Sadiola and Kurmuk
are generational assets which we expect to provide multi-decade production, complemented by the
meaningful production from the CDI Complex. The acquisition is consistent with our strategy of acquiring
high-quality gold assets and expands our presence in Africa.”
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Benefits to Allied Gold Shareholders
• All-cash consideration provides significant, certain, and immediate value to Allied Gold
shareholders
• Immediate and significant premium of approximately 27% over Allied Gold’s 30-day VWAP on
the TSX as of January 23, 2026
• No financing conditions, with cash consideration to be funded from Zijin Gold’s existing cash
balances and available liquidity
• Highly credible and well-capitalized counterparty with a track record of successful overseas
mining acquisitions
• Closing expected by late April 2026
Transaction Terms and Timeline
The Transaction will be completed pursuant to a Plan of Arrangement under the Business Corporations
Act (Ontario).
The Arrangement Agreement contains, among other items, customary deal protection provisions ,
including a non -solicitation covenant and a "fiduciary out" that would allow the Board of Directors of
Allied Gold (the “Board”) to accept a superior proposal as defined in the Arrangement Agreement. The
Arrangement Agreement also provides for a termination fee of C$220 million, payable by Allied Gold to
Zijin Gold in certain specified circumstances.
Outstanding convertible debentures (the “Debentures”) of Allied Gold will be acquired for cash based on
the number of shares to be issued upon conversion of the Debentures under the cash change of control
conversion price calculated in accordance with the terms of the debenture indenture dated August 30,
2023, multiplied by the offer price, together with accrued and unpaid interest.
As part of the Transaction, directors and officers of Allied Gold representing approximately 15.4% of the
issued and outstanding Allied Gold shares have signed voting support agreements, pursuant to which they
have agreed, among other things, to vote their Allied Gold shares in favour of the Transaction.
Subject to the satisfaction or waiver by the parties of all necessary closing conditions and the receipt of
all required approvals, the parties anticipate completion of the Transaction in late April 2026. Following
completion of the Transaction, Allied Gold’s shares will be delisted from the TSX and the NYSE, and Allied
Gold will cease to be a reporting issuer under both Canadian and U.S. securities laws.
Allied Gold will file a material change report in respect of the material details of the Transaction in
compliance with Canadian securities laws, as well as copies of the Arrangement Agreement and form of
voting support agreement, which will be available under Allied Gold’s SEDAR+ profile at www.sedarplus.ca
and on EDGAR at www.sec.gov . Full details of the Transaction will also be included in the meeting
materials of Allied Gold, which are expected to be mailed to Allied Gold shareholders by late February
2026 and will also be available under Allied Gold’s SEDAR+ profile and on EDGAR.
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Conditions to Completion
The completion of the Transaction is subject to a number of terms and conditions, including without
limitation the following: (i) approval of the Allied Gold shareholders, as described further in the paragraph
below; (ii) customary court approval in Canada; (iii) approval under the Investment Canada Act (Canada);
(iv) there being no material adverse changes with respect to Allied Gold; and (v) other standard conditions
for the closing for transactions of this nature including receipt of required third party consents and
applicable competition and regulatory approvals in various jurisdictions globally including the People ’s
Republic of China. There can be no assurance that all of the necessary approvals will be obtained or that
all conditions of closing will be satisfied.
The Transaction is subject to the approval of 66⅔% of votes cast by shareholders of Allied Gold at a
meeting of Allied Gold shareholders and a simple majority of the votes cast at the meeting with members
of management and the board not voting. The Transaction will not be subject to shareholder approval at
Zijin Gold.
Strategic Review Process
The Transaction is the culmination of a comprehensive strategic review process undertaken by Allied Gold
which commenced in 2024. T he purpose of the review was multifaceted and included examination of
operational and geopolitical risks and consideration of ways in which such risks should be mitigated,
improvements to corporate financial strength by joint ventures, asset acquisitions for increased
production and cash flows, a nd increased size and scale in order to increase industry and market
relevance. The overall objective was to maximize shareholder value.
In connection with this process, the Company conducted a thorough assessment of its strategic, industry,
and market positioning, prevailing market conditions, and organic value -creation opportunities, and
evaluated a range of alternatives to improve its scale, financial flexibility, and market positioning, and
ultimately maximize shareholder value.
Among other possibilities, the Company evaluated the continuation of Allied Gold as a standalone
company, potential joint ventures or partnership arrangements, and pursuing asset-level and corporate-
level acquisitions and business combinations, as well as other strategic transactions aimed at enhancing
shareholder value.
Over the course of this period, the Company continued advancing optimizations at its operations and
developing the Kurmuk project and the Sadiola phased expansion, while evaluating and pursuing various
bolt-on acquisition opportunities, including exploration, development, and production targets in Africa,
North America, and other regions.
Allied Gold also engaged in discussions with counterparties on potential transformative business
combinations, ranging from mid -tier development and producing companies in Africa to diversified
international precious metal producers. The Company also pursued all iances for certain assets in its
portfolio to crystallize shareholder value and diversify risks, including asset -level investments, energy
solutions, and corporate -level equity investments. Ultimately, these options were not pursued as the
Company continued to improve its balance sheet and advance its development projects as the Company
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advanced discussions on acquisitions and business combinations involving larger assets complementary
to Allied Gold's portfolio and operational footprint.
Through this process, and while Allied Gold pursued larger-scale asset purchases complementary to the
Company’s jurisdictional presence, the Company received significant interest from certain industry
participants in Allied Gold’s high-quality portfolio and growth profile, while its market profile, scale, and
relative valuation and trading multiples remained relatively unchanged. This strong interest from certain
industry participants led the Company to pursue a more focused and competitive process to accelerate
the realization of shareholder value through a number of potential transactions that would complement
Allied Gold's portfolio of assets or become part of a larger whole. This focused process was initiated in the
summer of 2025 and involved active engagement with several parties, resulting in a competitive process.
As the targeted process progressed, the Company also pursued high-level large-scale asset transactions
and as the Board reviewed the progress, an active engagement with select parties ensued on a possible
sale of the Company on terms to be negotiated. The Board established a special committee of the Board
(the “Special Committee”) to oversee the evaluation proc ess and to engage and consider input fro m
external legal and financial advisors. Following its review and deliberations, and after considering the
relative merits, risks, and value implications of the available strategic alternatives as well as the Company’s
market position, portfolio, scale and valuation, the Special Committee determined that the Transaction
represented the most attractive and value-maximizing option for Allied Gold shareholders and accordingly
recommended approval of the Transaction to the Board.
Board of Directors Recommendation
After careful consideration of the Special Committee’s recommendation and the factors presented to it
and noted above, the Board unanimously approved the Transaction. Scotiabank is acting as financial
advisor to the Special Committee and has provided an opinion on fairness to the Board and the Special
Committee, to the effect that, subject to the assumptions, limitations and qualifications communicated
to the Board and the Special Committee, and to be set out in its fairness opinion, as of January 24, 2026,
the consideration is fair, from a financial point of view, to the Allied Gold shareholder s (exclud ing
interested parties).
Advisors and Counsel
Moelis & Company LLC is acting as financial advisor to Allied Gold. Scotiabank is acting as financial
advisor to the Special Committee. Cassels Brock & Blackwell LLP is acting as Canadian legal counsel
and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as United States legal counsel to Allied Gold in
connection with the Transaction.
Zijin Gold has engaged RBC Capital Markets as its financial advisor and Fasken Martineau DuMoulin LLP
as its Canadian legal advisors in connection with the Transaction.
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About Allied Gold
Allied Gold is a Canadian-based gold producer with a significant growth profile and mineral endowment,
operating a portfolio of three producing assets and development projects located in Côte d'Ivoire, Mali,
and Ethiopia. Led by a team of mining executives with opera tional and development experience and a
proven track record of creating value, Allied Gold is progressing through exploration, construction, and
operational enhancements to become a mid-tier, next-generation gold producer in Africa, and ultimately,
a leading senior global gold producer.
About Zijin Gold
Zijin Gold is one of the world’s largest gold mining companies, with operating gold mines across nine
countries. Zijin Gold is a public company listed on the Hong Kong Stock Exchange, and as of January 23,
2026, had a market capitalization of approximately US$70 billion.
For further information, please contact:
Allied Gold Corporation
Royal Bank Plaza, North Tower
200 Bay Street, Suite 2200
Toronto, Ontario M5J 2J3 Canada
Email: [email protected]
CAUTIONARY ST ATEMENT REGARDING FORWARD-LOOKING INFORMATION AND ST ATEMENTS
This press release contains "forward-looking information" under applicable Canadian securities legislation. Except for
statements of historical fact relating to the Company, information contained herein constitutes forward -looking
information, including, b ut not limited to, any information as to the Company's strategy, objectives, plans or future
financial or operating performance. Forward -looking statements are characterized by words such as "plan", "expect",
"budget", "target", "project", "intend", "belie ve", "anticipate", "estimate" and other similar words or negative
versions thereof, or statements that certain events or conditions "may", "will", "should", "would" or "could" occur .
Forward-looking information included in this press release includes, with out limitation, statements with respect to
the benefits of the Transaction to the Company’s shareholders, the anticipated meeting date and mailing of the
meeting materials in respect of the special meeting of shareholders of the Company to be held to appro ve the
Transaction and timing for completion of the Transaction and receiving the required regulatory and court approvals .
Forward-looking information is based on the opinions, assumptions and estimates of management considered
reasonable at the date the statements are made, and is inherently subject to a variety of risks and uncertainties and
other known and unknown factors that could cause actual events or results to differ materially from those projected
in the forward -looking information. These factors include risks associated with Allied Gold’s ability to obtain the
required shareholder approval f or the Transaction; timing of completion of the Transaction, including the risk that
the conditions to the Transaction are not satisfied on a timely basis or at all and the failure of the Transaction to close
for any other reason; the risk that a consent or authorization that may be required for the Transaction is not obtained
or is obtained subject to conditions that are not anticipated; the response of busines s partners and retention as a
result of the announcement and pendency of the Transaction; potential volatility in the price of the Allied Gold Shares
due to the Transaction; the anticipated size of the markets and continued demand for the integrated business’s
resources and the impact of competitive responses to the announcement of the Transaction; and the diversion of
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management time on Transaction -related issues; the state of the financial markets; fluctuating price of gold; risks
relating to the exploration, development and operation of mineral properties, including but not limited to unusual
and unexpected geologic conditions and equipment failures; risks relatin g to operating in emerging markets,
particularly Africa, including risk of government expropriation or nationalization of mining operations; as well as
those factors discussed in the section entitled “Risk Fac tors” in the Company’s annual information form for the year
ended December 31, 2024, which is available at www.sedarplus.ca and Allied Gold’s most recent annual report on
Form 40-F filed with the United States Securities and Exchange Commission available at www.sec.gov.
Although the Company has attempted to identify important factors that could cause actual actions, events or results
to differ materially from those described in forward -looking information, there may be other factors that could cause
actions, events or res ults to not be as anticipated, estimated or intended. There can be no assurance that forward -
looking information will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements. The Company u ndertakes no obligation to update forward -looking information if
circumstances or management's estimates, assumptions or opinions should change, except as required by applicable
law. The reader is cautioned not to place undue reliance on forward -looking in formation. The forward -looking
information contained herein is presented for the purpose of assisting investors in understanding the Company's
plans in connection with the completion of the Transaction and may not be appropriate for other purposes.