Allied GOLD Announces Strategic Partnership with UAE-Based Ambrosia Investment Holding and Related Transactions
NEWS RELEASE
ALLIED GOLD ANNOUNCES STRATEGIC PARTNERSHIP WITH UAE-BASED AMBROSIA
INVESTMENT HOLDING AND RELATED TRANSACTIONS
TORONTO, ON – February 25, 2025 ─ Allied Gold Corporation (TSX: AAUC, OTCQX: AAUCF)
(“Allied” or the “Company”) is pleased to announce a strategic partnership (the “Partnership”
or the “Transaction”) with Ambrosia Investment Holding (“Ambrosia”), a United Arab Emirates-
based investment fund, marking a significant move to realizing immediate value from its Sadiola
mine in Mali, while significantly bolstering the Company’s financial strength and adding an
influential partner endorsing Allied’s strong growth trajectory.
The Partnership will leverage the regional, national, and continental understanding and influence
of Ambro sia, through the United Arab Emirates in Africa, which will build on Allied’s similar
competencies, along with Allied’s technical and operational expertise, strong public markets
knowledge, financial capacity, and strategic capital allocation capabilities to accelerate the
Company’s growth initiatives, optimize operations, pursue strategic options, and enhance
shareholder value. The Transaction recognizes and supports the Company’s inherent value
proposition and peer-leading growth strategy while endorsing and complementing the Company’s
efforts in Mali, particularly the ongoing phased expansion of its generational Sadiola mine.
Furthermore, the Transaction is expected to provide key regional expertise and broader market
support through a strategic partner with meaningful financial participation in the Company. The
United Arab Emirates has emerged as Africa's most prominent backer of new business ,
surpassing China. Emirati companies committed over US$110 billion to projects in the continent
between 2019 and 2023, including US$72 billion in renewable energy.
The Transaction estimated aggregate proceeds of over US$500 million, including approximately
US$250 million in upfront cash consideration, crystalizes significant upfront value for Allied’s
shareholders and creates a fortress balance sheet, further improving the Company’s financial
flexibility. This robust balance sheet underpins Allied’s transformational growth plans, including
the development of its Kurmuk project in Ethiopia and the ongoing phased expansion at Sadiola
in Mali.
Kurmuk is expected to start production in mid-2026 with a target production level of approximately
290,000 gold ounces per annum over the first 4 years and 240,000 gold ounces per annum over
the life of mine at industry-leading All-In Sustaining Costs(1) (“AISC”). With Proven and Probable
Mineral Reserves of 2.7 million ounces of gold and significant geological upside, the Company is
targeting a mine life greater than 15 years driven by an extensive exploration program. The
phased expansion approach at Sadi ola is driving production increases from approximately
170,000 ounces in 2023 to a mid-term range between 200,000 and 230,000 ounces per year as
result of oxide ore feed and the implementation of the first expansion phase later this year. This
is followed by a further expansion stage expected to be completed in late 2028, which will target
a production level of 400,000 gold ounces per annum over the first 4 years and 300,000 gold
ounces per annum over a 19-year mine life based on 7.2 million ounces in Mineral Reserves. The
Company is advancing metallurgical and engineering studies to confirm the opportunity to
increase production over the se life-of-mine levels through the optimization of metallurgical
recoveries and a progressive expansion approach. The Partnership also contemplates the
provision of a state-of-the-art renewable power solution to Sadiola, which is expected to improve
the asset's costs and environmental footprint.
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The imp roved financial flexibility arising from the Transaction will provide the opportunity to
optimize these expansion plans at Sadiola and Allied’s other assets while also providing the
Company with tools to pursue strategic opportunities along with its new partner, Ambrosia.
Transaction Highlights
The Partnership includes the following components:
• The sale to Ambrosia of 50% of Allied’s interest in Allied Gold ML Corp. (“Allied Holding”),
which entity owns, directly and indirectly, Allied’s interests in its Mali operations (the “Mali
Transaction”), including 80% of Societe d'Exploitation des Mines d'Or de Sadiola SA
(“SEMOS”), for a purchase price comprised of:
o US$145 million in cash on closing; and
o present value of US$230 million deferred cash consideration.
As a result of the sale of 50% of Allied’s interest in Allied Holding, a 50:50 joint venture
will be created with Ambrosia, which will govern the relationship of the parties in Allied
Holding and SEMOS and provide for the governance of the Sadiola mine. Allied will remain
the operator of SEMOS and will continue the advancement of the ongoing value-creating
initiatives at Sadiola and the execution of its business plan.
• The implementation of a state-of-the-art power supply system to provide energy to the
Sadiola mine under the terms of a power supply agreement between United Arab
Emirates-based power solutions company ATGC LLC (“ATGC ”) and SEMOS pursuant to
which, among other things, ATGC will provide a power solution to SEMOS for a minimum
period of 12 years by July 2026 , including the deployment of photovoltaic power
generation and industry-leading solid-state energy storage. This will provide Sadiola with
a reliable, cost-efficient, and environmentally friendly supply of energy for its operations,
which is expected to improve its operating costs through a reliable energy supply at rates
comparable to or better than those available in the market.
• Share subscription and market support in connection with which Allied will issue to
Ambrosia, on a private placement basis (the “Private Placement”),46,044,270 common
shares of Allied (the “Private Placement Shares”) representing approximately 12% of the
proforma issued and outstanding shares of the Company, at an issue price of CDN$3.40
per share for aggregate proceeds of CDN$156,550,518, the net proceeds of which will be
used by Allied to fund the phased expansion at Sadiola . The issue price represents a
modest premium to the five-day volume weighted average price of Allied’s common shares
on the Toronto Stock Exchange (the “TSX”) between January 13 and January 17, 2025,
being the period during which the parties met a nd first discussed indicative pricing and
other commercial terms of the transaction.
Ambrosia has advised Allied that it intends to increase its participation in the Company
through the purchase of Allied's shares in the market following the closing of the Private
Placement. Ambrosia has agreed not to exceed 19% aggregate beneficial ownership
without the Company’s consent. Accordingly, Ambrosia may achieve 19% proforma
ownership in Allied through the acquisition of the Private Placement Shares and market
purchases at prevailing market prices.
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Transaction Rationale
• Strategic Regional Expertise: Ambrosia's experience and relationships in West Africa and,
in particular, in the Republic of Mali, alongside the strong endorsement from the United Arab
Emirates authorities, are expected to complement and enhance the Company’s own
relationships and collaborative approach and be of significant value to Allied and its
shareholders. Furthermore, the combined expertise and relationships will allow Allied to
consider and pursue other significant value-creation opportunities in the region and emerging
markets in general.
• Sadiola Power Solution and Environmental Performance: The power supply agreement
with ATGC provides Sadiola with a cost-competitive, reliable, and environmentally friendly
supply of energy through the deployment of photovoltaic power generation and state-of-the-
art solid-state energy storage. This is expected to improve the mine’s costs ahead of the
implementation of the second phase expansion while reducing Sadiola’s reliance on fossil
fuels. Furthermore, through the partnership with Ambrosia and ATGC, Allied will gain access
to significant technical expertise and capacity to deploy reliable, cost-effective, and renewable
energy solutions at its other sites.
• Value Realization: The Mali Transaction will provide immediate crystallization of value for
Allied’s shareholders through the upfront cash payment and the deferred consideration while
retaining exposure to the significant growth and mineral reserves at Sadiola. The Mali
Transaction values the Company’s 80% interest in the Sadiola mine at US$750 million ,
representing a premium to the implied trading value of the asset. Additionally, the Company
anticipates that, as a result of the Transaction, its remaining 40% interest in Sadiola will garner
increased market value as different opportunities for value creation can be accelerated and
materialized.
• Financial Flexibility: The aggregate proceeds from the Private Placement and the Mali
Transaction, expected to total over US$500 million, with approximately US$250 million in
upfront cash consideration, create a fortress balance sheet, further improving the Company’s
financial flexibility. This robust balance sheet underpins Allied’s transformational growth plans,
including the development of its Kurmuk project in Ethiopia and the ongoing phased expansion
at Sadiola. Kurmuk is expected to start production in mid-2026 with a target production level
of approximately 290,000 gold ounces per annum over the first 4 years and 240,000 gold
ounces per annum over the life of mine at industry-leading AISC(1). With Proven and Probable
Mineral Reserves of 2.7 million ounces of gold and significant geological upside, the Company
is targeting a mine life greater than 15 years driven by an extensive exploration program. The
phased expansion approach at Sadiola is driving production increases from approximately
170,000 ounces in 2023 to a mid-term range between 200,000 and 230,000 ounces per year
as result of oxide ore feed and the implementation of the first expansion phase later this year.
This is followed by a further expansion stage expected to be completed in late 2028, which
will target a production level of 400,000 gold ounces per annum over the first 4 years and
300,000 gold ounces per annum over a 19 -year mine life based o n 7.2 million ounces in
Mineral Reserves. The Company is advancing metallurgical and engineering studies to
confirm the opportunity to increase production over these life -of-mine levels through the
optimization of metallurgical recoveries and a progressive expansion approach. The improved
financial flexibility arising from the Transaction will provide the opportunity to optimize these
expansion plans while also providing the Company with tools to pursue strategic opportunities
along with its new partner, Ambrosia.
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• Capital Allocation: The Partnership allows Allied to optimize its capital allocation strategy for
its Sadiola mine expansion while retaining exposure to the asset's growth and significant
inherent value. In partnership with Ambrosia, the Company can assess improved growth paths
for Sadiola, including the studies to increase metallurgical recoveries, the progressive
expansion approach, other project optimizations, and their implementation, along with the
acceleration of the development of exploration targets and other value-added initiatives in the
region. The Transaction also allows the Company to more critically evaluate the potential for
growth initiatives at its other assets, including the increase of mine life at its Bonikro and
Agbaou assets and the potential development of new mining areas at Kurmuk while
preserving a net cash position to pursue other opportunities.
• Geological Endowment and Returns: The Mali Transaction endorses the significant value
opportunity in the Mali-Senegal shear zone and the Sadiola land package in particular. The
region hosts several multi-million-ounce deposits, which provide the opportunity to realize
sizeable returns on investment.
Peter Marrone, Allied’s Chairman and CEO, commented, “We are delighted with the formation of
this strategic alliance and to partner with such influential persons who have a similar
understanding and appreciation of Sadiola and the Republic of Mali. Our approach is to establish
rapport and build relationships in the countries in which we operate. Our new partners are similarly
minded and have experiences in the country that complement ours. We were also impressed with
the commitment of the Government of The United Arab Emirates in Africa at large and the
Republic of Mali specifically. This is an impressively unique transaction in that it brings together
a Canadian company whose management has significant experience and engagement in the
country and whose operational competence and experienc e is tier one, with individuals with
comparable in-country experience and bringing a unique and very well-priced power solution to
Sadiola which will reduce costs and create a better, longer life operation. We believe t his
collaboration is the first of its kind , with a Canadian company partnering with Emirati
entrepreneurs and business persons investing in Mali. We welcome them as partners in Mali and
as shareholders and supporters of our broader growth plans.”
Mr. Ahmed Amer Al Amry, Chairman of Ambrosia, stated: “We are delighted to partner with Allied
Gold. We have been looking for some time at establishing an alliance with a high-quality precious
metals mining company. We have found that in Allied Gold with its impressive portfolio of assets
and management team. We are excited to be a shareholder and will continue to support the
efforts of the company. We also look forward to our partnership in Sadiola, which we view as an
exceptional opportunity. With the support of the United Arab Emirates government and given our
familiarity with the country, we will work cooperatively with the Republic of Mali government, side
by side with our partner Allied Gold, to realize, maximize, and expedite the inherent signifi cant
value in Sadiola.”
Senior Advisor to the transaction, Omar Abu-Sharif, CEO of Resonance Capital said: “We are
delighted with this landmark transaction that was achieved through a strategic vision and
structuring innovation, bringing together distinguished and experienced investors from the UAE,
and a leading precious metals mining group. This partnership marks the beginning of a strong
and promising future, built on a shared vision, expertise, and long-term growth potential.”
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Transaction Details
The Company and Ambrosia have entered into a definitive subscription agreement in connection
with the Private Placement and binding term sheets providing for the terms of the other
components of the strategic partnership. Closing of the Transaction and funding of the Private
Placement is subject to finalization and entry into a definitive share purchase agreement relating
to the sale of 50% of Allied’s interest in Allied Holding, a joint venture and shareholders agreement
to govern the joint venture, a power supply agreement to provide the power solution to SEMOS, as
well as the satisfaction of conditions precedent, including receipt of regulatory and third party
consents and approvals.
The Private Placement is expected to close on or about March 17, 2025, or such other date as
the parties thereto may determine and, as noted above, is subject to the satisfaction of certain
closing conditions. The TSX has provided its conditional approval for the listing of the Private
Placement Shares. The Private Placement Shares will be subject to a statutory hold period of four
months and one day from issuance of such shares on closing of the Private Placement , in
accordance with applicable Canadian securities legislation.
Advisors and counsel
In connection with the Transaction and Private Placement, Allied has retained Stifel Nicolaus
Canada Inc. and National Bank Financial Inc. as financial advisors, and Cassels Brock &
Blackwell LLP and Hogan Lovells International LLP as legal counsel. Ambrosia is being advised
by SCP Resource Finance LP as financial advisor and by A&O Shearman and McCarthy Tétrault
LLP as legal counsel.
The Board of Directors of Allied has approved the Private Placement and the binding term sheets
in connection with the completion of the Transaction. Stifel Nicolaus Canada Inc. and National
Bank Financial Inc. have each provided an opinion to the Board of Directors of Allied to the effect
that, as of February 23, 2025, the consideration to be received by Allied under the terms of the
Mali Transaction is fair, from a financial point of view, to Allied, in each case, subject to the
respective limitations, qualifications, and assumptions set forth in such opinions.
About Allied Gold Corporation
Allied Gold is a Canadian -based gold producer with a significant growth profile and mineral
endowment. It operates 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 proven success in creating value, Allied Gold aspires to become a
mid-tier next-generation gold producer in Africa and, ultimately, a leading senior global gold
producer.
About Ambrosia Investment Holding
Ambrosia is a newly formed investment fund chaired by Mr. Ahmed Amer Al Amry who is a
distinguished UAE businessman with over 35 years of experience in investment, construction,
management, real estate, hospitality, and energy. He leads a multinational group with extensive
experience and investments across both public and private sectors. The diversified portfolio
includes Gulf Investment, Haya Insurance, ATGC Group, Radiant Development, among others,
and spans industries such as artificial intelligence, fi nancial institutions, commercial catering,
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contracting, technology, development, and metals & mining. Additionally, the group is at the
forefront of the renewable energy sector, pioneering groundbreaking advancements in power
technology. As a key figure in shaping Abu Dhabi’s economic ecosystem, he has played a pivotal
role in driving business growth and social development across the MENA region.
About ATGC LLC
ATGC, established in 1972 in Abu Dhabi, is one of the leading and fastest -growing contracting
companies in the MENA region. The company has successfully completed multi -disciplinary
projects in the design and construction of skyscrapers, solar power plants , mixed -use
developments, residential and commercial communities, IT data centers, field hospitals,
specialized ETFE structures, indoor intelligent farming facilities, and infrastructure developments.
Conference Call, Webcast, and BMO Conference
Allied Gold is attending the prestigious BMO Global Metals, Mining & Critical Minerals Conference
(the “BMO Conference”) in Florida and will host a conference call and webcast on Tuesday,
February 25th, 2025, at 9:00 a.m. Eastern Time to discuss the Transaction. Now in its 34th year,
the BMO Conference is the preeminent conference for mining , bringing global
institutional investors along with other stakeholders and corporate executives into one location for
impactful dialogue, presentations, and meetings. The Company is pleased to host the conference
call from this leading mining investment conference, and it welcomes investors attending the BMO
Conference to meet with management between 9:30 am and 11:00 am at Diplomat Prime.
Dial-In Numbers / Webcast
Toll-free dial-in number (Canada/US): 1-800-898-3989
Local dial-in number: 416-406-0743
Toll Free (UK): 00-80042228835
Participant Passcode: 6826630#
Webcast: https://alliedgold.com/investors/presentations
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]
END NOTES
(1) This is a non-GAAP financial performance measure for which the most directly comparable
IFRS measure is cost of sales. Refer to the Non -GAAP Financial Performance Measures
section at the end of this news release.
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Qualified Persons
Except as otherwise disclosed, all scientific and technical information contained in this press
release has been reviewed and approved by Sébastien Bernier, P.Geo, Vice President, Technical
Services of Allied. Mr. Bernier is an employee of Allied and a "Qualified Person" as defined by
Canadian Securities Administrators' National Instrument 43 -101 - Standards of Disclosure for
Mineral Projects.
CAUTIONARY STATEMENT REGARDING FORWARD -LOOKING INFORMATION AND STATEMENTS
This press release contains “forward -looking information” including “future oriented financial information”
under applicable Canadian securities legislation. Except for statements of historical fact relating to the
Company, information contained herein con stitutes forward -looking information, including, but not limited
to, 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. In particular,
forward-look ing information included in this press release includes, without limitation, statements with
respect to:
• information concerning the Transaction, including the structure, timing, completion and terms and
conditions thereof;
• information concerning the entering into and terms of definitive documentation with respect to the
purchase of 50% of the Company’s interest in its Mali operations, the joint venture and shareholders
agreement and power supply agreement;
• information concerning the conditions precedent to the Transaction, including certain third -party
consents and agreements ;
• the anticipated closing of the Private Placement;
• information concerning Ambrosia’s intention to acquire Allied shares in the market following closing
of the Private Placement, up to a maximum aggregate beneficial ownership of 19%;
• the anticipated benefits of the strategic partnership, including the ability to accelerate growth
initiatives, optimize operations, pursue strategic options and enhance shareholder value;
• the expected benefits to shareholders of the Company as a result of the completion of the
Transaction;
• the Company’s expectations in connection with the production and exploration, development and
expansion plans at the Company’s projects discussed herein being met;
• the Company’s plans to continue building on its base of significant gold production, development -
stage properties, exploration properties and land positions in Mali, Côte d’Ivoire and Ethiopia
through optimization initiatives at existing operating mines, d evelopment of new mines, the
advancement of its exploration properties and, at times, by targeting other consolidation
opportunities with a primary focus in Africa;
• the Company’s expectations relating to the performance of its mineral properties;
• the estimation of Mineral Reserves and Mineral Resources;
• the estimation of the life of mine of the Company’s projects;
• the timing and amount of estimated future capital and operating costs;
• the costs and timing of exploration and development activities;
• the Company’s community relations in the locations where it operates ; and
• the Company’s aspirations to become a mid -tier next generation gold producer in Africa and
ultimately a leading senior global gold producer.
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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 t hat could cause actual events or results to differ
materially from those projected in the forward -looking information. These factors includ e risks and
uncertainties related to the Transaction, including the Company’s ability to consummate the Transaction o n
the proposed terms and on the proposed timeline anticipated, or at all; the satisfaction of conditions
precedent to the consummation of the Transaction on the proposed terms and schedule, including obtaining
the required third -party consents and agreemen ts, risks relating to the strategic partnership with respect to
the Company’s operations in Mali; the Company’s dependence on products produced from its key mining
assets; fluctuating price of gold; risks relating to the exploration, development and operat ion of mineral
properties, including but not limited to adverse environmental and climatic conditions, unusual and
unexpected geologic conditions and equipment failures; risks relating to operating in emerging markets,
particularly Africa, including risk o f government expropriation or nationalization of mining operations; 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; nature and climatic condition risks;
counterparty, credit, liquidity and interest rate risks and access to financing; cost and availability of
commodities; increases in costs of production, such as fuel, steel, power, labour and other consumables;
risks associated w ith 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 and availability of workforce and equipment;
risks relating to partial ownerships and/or joint ventures at the Company’s operations; 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 o perating 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 limi ted to the
availability and performance of contractors and suppliers, the receipt of required governmental approvals
and permits, and cost overruns; risks relating to acquisitions and divestures; title disputes or claims; risks
relating to the termination of mining rights; risks relating to security and human rights; risks associated with
processing and metallurgical recoveries; risks related to enforcing legal rights in foreign jurisdictions;
competition in the precious metals mining industry; risks relate d to the Company’s ability to service its debt
obligations; fluctuating currency exchange rates (including the US Dollar, Euro, West African CFA Franc
and Ethiopian Birr exchange rates); the values of assets and liabilities based on projected future condit ions
and potential impairment charges; risks related to shareholder activism; timing and possible outcome of
pending and outstanding litigation and labour disputes; 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 conditions, global liquidity, interest rates, inflation and
other factors on the Company’s results of operations and market price of common shares; risks associated
with financi al projections; force majeure events; the Company’s plans with respect to dividend payment;
transactions that may result in dilution to common shares; future sales of common shares by existing
shareholders; the Company’s dependence on key management person nel and executives; possible
conflicts of interest of directors and officers of the Company; the reliability of the Company’s disclosure and
internal controls; compliance with international ESG disclosure standards and best practices; vulnerability
of info rmation systems including cyber attacks; as well as those risk factors discussed or referred to herein.
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