Allied GOLD Corp Lim Ited, Allied Merger Corpor Ation and Mondavi Ventures Ltd. Announce Equity Financing Terms and Allocation of Private Placement
NEWS RELEASE
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR
DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
ALLIED GOLD CORP LIM ITED, ALLIED MERGER CORPOR ATION AND MONDAVI VENTURES LTD.
ANNOUNCE EQUITY FINANCING TERMS AND ALLOCATION OF PRIVATE PLACEMENT
TORONTO, July 24, 2023 ─ Allied Gold Corp Limited ( “Allied”), Allied Merger Corporation ( “AMC”) and
Mondavi Ve ntures Ltd. (“Mondavi”) are pleased to announce that in connection with the previously
announced Financing (as defined below) , business combination and reverse take -over transaction
pursuant to which Mondavi will be the continuing public issuer (the “Resulting Issuer”) carrying out the
business of Allied (the “Going Public Event”) , Allied and AMC have successfully received orders from
investors in an amount sufficient to achieve a minimum financing target for the purposes of executing on
Allied’s optimized development plan. Through its due diligence, the management of AMC has identified
opportunities to reduce costs and enhance cash flows from operations, along with staging and deferring
some of the capital expenditures at the Kurmuk project while maintaining the overall target schedule for
its completion. These opportunities, which are planned to be implemented after closing, have effectively
resulted in reduced funding requirements.
By securing orders of shares and convertible debentures for an aggregate value of approximately US$250
million, with a majority of these orders allocated to the equity portion, the company’s main financing
milestone has been reached. Allied and AMC will continue to work to secure commitments in excess of
US$250 million to p rovide further financial flexibility. The Financing will be comprised of the sale of
common share subscription receipts (the “CS Subscriptions Receipts”), each entitling the holder thereof
to receive one common share of AMC (each, a “Common Share”), and th e sale of convertible debenture
subscription receipts (the “CD Subscription Receipts” and together with the CS Subscription Receipts, the
“Subscription Receipts”), each entitling the holder thereof to receive one unsecured convertible
debenture of AMC (each a “Debenture”). Each Common Share will be exchanged for one common share
of the Resulting Issuer (each a “Resulting Issuer Share”) and each Debenture will be exchanged for one
unsecured convertible debenture of the Resulting Issuer (each a “Resulting Iss uer Debenture”) upon the
satisfaction of certain escrow release conditions in connection with the Going Public Event. The Company
expects to close the financing immediately prior to the closing of the Going Public Event planned on or
about August 17, 2023.
The achievement of this milestone stands as a significant accomplishment, serving as a crucial foundation
for the completion of the business combination and the Going Public Event as well as for the execution of
Allied’s growth plan.
Transaction and Listing Update
As previously announced, Allied, AMC and Mondavi entered into a binding letter agreement dated May
11, 2023, outlining the terms of the Financing, business combination and the Going Public Event. The
agreement stipulates that Mondavi, a reporting issuer in Canada will, in connection with such Going Public
Event, issue Resulting Issuer Shares to shareholders of Allied and AMC and be renamed Allied Gold
Corporation. The parties have applied to list the Resulting Issuer Shares and Resulting Issuer Debentures
on the Toronto Stock Exchange (“TSX”).
The proposed structure of the Going Public Event involves the respective amalgamations of each of Allied
and AMC with two newly-incorporated, wholly-owned subsidiaries of Mondavi.
In connection with the Going Public Event, the Common Shares will be consolidated on a 1:2.2585 basis
prior to the issuance of the Resulting Issuer Shares, which are expected to trade in Canadian Dollars
reflecting an effective price of approximately C$5.92 per Resulting Issuer Share.
The Resulting Issuer Shares and the Resulting Issuer Debentures will not be subject to a restricted period
and will be freely tradeable in Canada, in accordance with applicable Canadian securities laws.
The closing of the Going Public Event and the listing of the Resulting Issuer Shares and the Resulting Issuer
Debentures on the TSX are anticipated to take place on or about August 17, 2023, subject to obtaining all
necessary regulatory, corporate, shareholder, and third-party approvals and consents, including approval
from the TSX.
Financing Terms
In connection with the completion of the Going Public Event, AMC is conducting a concurrent private
placement of Subscription Receipts (the “Financing”) led by National Bank Financial Inc. (“ NBF”), Stifel
GMP (“Stifel GMP”), and Canaccord Genuity Corp. (“ Canaccord” and together with NBF and Stifel GMP,
the “ Active Bookrunners”) on their own behalf and on behalf of a syndicate of agents including BMO
Capital Markets, CIBC Capital Markets, Cormark Securities Inc. and SCP Resource Finance LP (collectively
with the Active Bookrunners, the “Agents”).
The CS Subscription Receipts will be issued at a price of US$1.97 (C$2.62) and the CD Subscription Receipts
will be issued for US$1,0 00 per CD Subscription Receipt , with a maximum of US$100 million CD
Subscription Receipts issued, inclusive of the Agents’ Option.
Debenture Terms
Debenture Coupon. 8.75% per annum, payable semi-annually in arrears on June 30 and December 31
in each year.
Maturity Date. The Resulting Issuer Debentures will mature on the date that is five years from the
date the Resulting Issuer Debentures are issued (the “Maturity Date”).
Debenture Conversion. The Resulting Issuer Debentures will be convertible at the holder’s option into
Resulting Issuer Shares at any time following the issuance thereof at a price of US$5.79 (C$7.71) per
Resulting Issuer Share, representing a 30% conversion premium on a refer ence price of US$4.45
(C$5.92).
Covenants. Certain negative covenants relating to the amount of debt that may be incurred by the
Resulting Issuer, and restricting the sale of assets during the period of development of the Kurmuk
project.
The Agents have the option (the “Agents’ Option”) to sell an additional 20% of the Subscription Receipts
sold under the Financing, with a maximum total of US$100 million CD Subscription Receipts and an overall
maximum of the Financing of US$300 million, exercisable at the discretion of the Active Bookrunners, in
whole or in part, up to closing of the Financing.
The Subscription Receipts have been offered for sale to purchasers in: (i) all of the provinces and territories
of Canada in accordance with applicable securities laws and under applicable exemptions from prospectus
requirements; (ii) the United States pursuant to available exemptions from the registration requirements
under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act”); and (iii) offshore
jurisdictions pursuant to available prospectus or registration exemptions in accordance wi th applicable
laws as agreed upon between AMC, Allied and the Active Bookrunners.
About Allied Gold Corp Limited
Allied is a private company focused on gold mining asset transformation in Africa. Allied has three mines
and several development and exploration projects in Africa where it has significant operating experience.
Operations are located in Côte d'Ivoire, Mali, Ethiopia and Egypt. Led by a team of mine developers with
proven success in adding value to tier one assets, Allied aspires to become a mid-tier next generation gold
producer in Africa and ultimately a leading senior global gold producer.
About Allied Merger Corporation
AMC is a company formed and capitalized by the former principals of Yamana Gold Inc. (“Former Yamana
Principals”), Peter Marrone, Daniel Racine, Jason LeBlanc, Gerardo Fernandez and Sofia Tsakos, for the
purposes of financing and assisting the development of high-quality mining opportunities and along with
SummitNorth Inc., an investor in AMC, has agreed to the foregoing business and management
arrangements with Allied.
About Mondavi Ventures Ltd.
Mondavi is an unlisted public company organized under the laws of the Province of British Columbia. The
business of Mondavi is the investigation and evaluation of business opportunities.
FOR FURTHER INFORMATION PLEASE CONTACT:
Allied Gold Corp Limited
Stephan Theron
Email: [email protected]
Allied Merger Corporation
Gerardo Fernandez
Tel: +1 (647) 526-4258
Email: [email protected]
Mondavi Ventures Ltd.
Scott Ackerman
Tel: +1 (778) 331-8505
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in
Canada, the United States or any other jurisdiction. No stock exchange, securities commission or other
regulatory authority has approved or disa pproved the information contained herein. The securities
referred to in this news release have not been and will not be registered under the U.S. Securities Act or
any state securities laws and may not be offered or sold within the United States unless registered under
the U.S. Securities Act and applicable state securities laws or an exemption from such registration is
available.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain “forward-looking information ” within the meaning of applicable
Canadian securities legislation. Such forward-looking information is not representative of historical facts
or information or current condition, but instead represents only Allied's, AMC ’s or Mondavi ’s beliefs
regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and
outside of Allied ’s, AMC’s and Mondavi ’s control. Generally, such forward -looking information can be
identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or the negative or variations
of such words and phrases or may contain statements that certain actions, events or results “may”,
“could”, “would”, “might” or “will be taken ”, “will continue ”, “will occur ” or “will be achieved ”. The
forward-looking information contained herein includes, but is not limited to, information concerning the
Financing and the Going Public Event, including the str ucture, timing, completion, and terms and
conditions thereof, including receipt of TSX listing approval; the use of proceeds of the Financing;
expectations for the effects of the Financing and the Going Public Event; and the business of Allied.
By identifying such information and statements in this manner, Allied, AMC and Mondavi are alerting the
reader that such information and statements are subject to known and unknown risks, uncertainties and
other factors that may cause the actual results, level of act ivity, performance or achievements of Allied,
AMC or Mondavi to be materially different from those expressed or implied by such information and
statements. In addition, in connection with the forward -looking information contained in this news
release, Allied, AMC and Mondavi have made certain assumptions. Among the key factors that could cause
actual results to differ materially from those projected in the forward -looking information are the
following: the ability to consummate the Financing and the Going Public Event on the proposed terms and
on the proposed timeline anticipated, or at all; the ability to obtain all requisite regulatory, corporate,
shareholder, and third -party approvals and consents , and the satisfaction of other conditions to the
consummation of the Financing and the Going Public Event on the proposed terms and schedule; the
ability to satisfy any applicable TSX listing conditions; the potential impact of the announcement or
consummation of the Financing and the Going Public Event on relati onships, including with regulatory
bodies, employees, suppliers, contractors and competitors; changes in general economic, business and
political conditions, including changes in the financial markets; changes in applicable laws; and compliance
with extensive government regulation. Should one or more of these risks, uncertainties or other factors
materialize, or should assumptions underlying the forward -looking information prove incorrect, actual
results may vary materially from those described herein as in tended, planned, anticipated, believed,
estimated or expected.
Although Allied, AMC and Mondavi believe that the assumptions and factors used in preparing, and the
expectations contained in, the forward-looking information are reasonable, undue reliance should not be
placed on such information, and no assurance or guarantee can be given that such forward -looking
information will prove to be accurate. The forward-looking information contained in this news release is
provided as of the date of this news relea se, and none of Allied, AMC or Mondavi undertakes to update
any forward -looking information that is contained or referenced herein, except in accordance with
applicable Canadian securities laws.