Allied GOLD Announces Overnight Marketed Offering
NEWS RELEASE
ALLIED GOLD ANNOUNCES OVERNIGHT MARKETED OFFERING
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR THE DISSEMINATION, DISTRIBUTION,
RELEASE OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES .
TORONTO, ON – October 2, 2024 ─ Allied Gold Corporation (TSX: AAUC, OTCQX: AAUCF)
("Allied" or the "Company") announces that it has filed a preliminary short form prospectus
supplement in all of the provinces of Canada pursuant to the Company’s base shelf prospectus
dated October 1, 2024 (the “Base Shelf Prospectus”), in connection with an overnight marketed
public offering of common shares (the “Shares”) of the Company.
The Offering is expected to be completed pursuant to an underwriting agreement (the
“Underwriting Agreement”) to be entered into between the Company and Canaccord Genuity
Corp. as lead underwriter and a syndicate of underwriters (collectively, together with the lead
underwriter, the “Underwriters”). The size and pricing of the Offering will be determined in the
context of the market. The Company will grant the Underwriters an over -allotment option (the
“Over-Allotment Option”) exercisable, in whole or in part, in the sole discretion of the Underwriters,
to purchase up to an additional 15% of the number of Shares sold in the Offering for up to 30 days
from and including the closing date of the Offering , on the same terms and conditions as the
Offering for market stabilization purposes and to cover any over-allotments.
The Company intends to use the net proceeds of the Offering to support the funding of its
optimization and growth initiatives, including in relation to all rights and obligations dealing with
and allowing for continuous management, optimizations, advancements, improve ments and
phased expansion of the Sadiola Mine, and in respect of costs associated with the Kurmuk
construction project.
The Offering will be made by way of a final prospectus supplement (the "Prospectus Supplement")
to be filed in each of the provinces of Canada, and may be offered in the United States on a
private placement basis by way of a confidential offering memorandum pursuant to certain
exemptions from the registration requirements of the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) , and applicable state securities laws, and on a private
placement basis in certain other jurisdictions outside of Canada and the United States pursuant
to applicable prospectus exemptions. Such documents contain important information about the
Offering. This news release shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Upon determination of the size and pricing of the Offering and the signing of the Underwriting
Agreement, the Prospectus Supplement will be filed and available on SEDAR+ at
www.sedarplus.ca. Alternatively, the Prospectus Supplement and the accompanying Base Shelf
Prospectus may be obtained free of charge upon request by contacting the Chief Legal Officer
and Corporate Secretary of Allied Gold Corporation at Royal Bank Plaza, North Tower, 200 Bay
Street, Suite 2200, Toronto, Ontario M5J 2J3, telephone 416 -363-4435, or by email at
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This press release is not an offer or a solicitation of an offer of securities for sale in the United
States. The Shares have not been and will not be registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from registration.
The closing of the Offering is expected to occur on or about October 8, 2024, and will be subject
to the completion of formal documentation and the receipt of all necessary regulatory approvals,
including approval from the Toronto Stock Exchange.
About Allied Gold Corporation
Allied 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 operational and development
experience and a proven track record of creating value, Allied 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.
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 STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
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", "believe", "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, without limitation, statements with respect to
information concerning the Offering, including the jurisdictions in which the Shares will be offered, the anticipated offering size, the
entering into of the Underwriting Agreement , the completion of the Offering on the timeline indicated, or at all ; the anticipated use of
the net proceeds from the Offering; the exercise of the Over -Allotment Option , the receipt of all necessary approvals , the use of
proceeds from the Offering in connection with funding the Company’s optimization and growth initiatives, including its right to advance
the phased expansion at Sadiola and costs associated with its Kurmuk development projec t; and the Company’s goals to become a
mid-tier, next-generation gold producer in Africa and ultimately a leading senior global gold producer . 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 the state of the financial
markets and their impact on the ability of the Company to market the Offering overnight and/or rise the gross proceeds currently
anticipated by the Company; a necessary re -allocation of proceeds from the Offering based on prudent business; ; fluctuating price of
gold; risks relating to the exploration, development and operation of mineral properties, including but not limited to unusua l and
unexpected geologic conditions and equipment failures; risks relating to operating in emerging markets, particularly Africa, including
risk of government expropriation or nationalization of mining operations; risks related to the Company’s expansion and optimization
plans referred to herein not being met within the timeframe anticipated, or at all; counterparty, credit, liquidity and interest rate risks
and access to financing; risks related to the Company’s current alternative financing initiatives not being met within the timeframes
anticipated, or at all; health, safety and environmental risks and hazards to which the Company's operations are subject; the
Company's ability to maintain or increase present level of gold production; risks related to dependence on products produced from
the Company’s key mining assets; cost and availability of commodities; increases in costs of production, such as fuel, steel, power,
labour and other consumables; risks associated with infectious diseases; uncertainty in the estimation of Mineral Reserves and Mineral
Resources; the Company's ability to replace and expand Mineral Resources and Mineral Reserves, as applicable, at its mines; factors
that may affect the Company's future production estimates, including but not limited to the quality of ore, production costs, infrastructure
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and availability of workforce and equipment; risks relating to partial ownerships and/or joint ventures at the Company's oper ations;
reliance on the Company's existing infrastructure and supply chains at the Company's operating mines; risks relating to the acquisition,
holding and renewal of title to mining rights and permits, and changes to the mining legislative and regulatory regimes in the Company's
operating jurisdictions; limitations on insurance coverage; risks relating to illegal and artisanal mining; the Company's compliance with
anti-corruption laws; risks relating to the development, construction and start -up of new mines, including but not limited to the
availability and performance of contractors and suppliers, the receipt of required government al approvals and permits, and cost
overruns; risks relating to acquisitions and divestures; title disputes or claims; risks relating to the termination of minin g rights; risks
relating to security and human rights; risks associated with processing and meta llurgical recoveries; risks related to enforcing legal
rights in foreign jurisdictions; competition in the precious metals mining industry; risks related to the Company's ability t o service its
debt obligations; fluctuating currency exchange rates (includi ng the US Dollar, Euro, West African CFA Franc and Ethiopian Birr
exchange rates); risks related to the Company's investments and use of derivatives; taxation risks; scrutiny from non -governmental
organizations; labour and employment relations; risks related to third-party contractor arrangements; repatriation of funds from foreign
subsidiaries; community relations; risks related to relying on local advisors and consultants in foreign jurisdictions; the impact of global
financial, economic and political con ditions, global liquidity, interest rates, inflation and other factors on the Company's results of
operations and market price of common shares; risks associated with financial projections; force majeure events; transactions that
may result in dilution to common shares; future sales of common shares by existing shareholders; the Company's dependence on key
management personnel and executives; vulnerability of information systems including cyber attacks; as well as those factors discussed
in the section entitled “Economic Trends, Business Risks and Uncertainties” in the Company’s interim management’s discussion and
analysis for the three and six months ended June 30, 2024 and the section entitled “Risk Factors” in the Company’s annual information
form for the year ended December 31, 2023 , both of which are available at www.sedarplus.ca.
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 results 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 undertakes 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 information. The forward -looking
information contained herein is presented for the purpose of assisting investors in understanding the Company's plans in connection
with the proposed Offering and may not be appropriate for other purposes.