Allied GOLD Corp Limited, Allied Merger Corporation and Mondavi Ventures Ltd. Announce Binding Letter of Intent FOR Business Combination and Financing FOR Minimum Proceeds of US$300,000,000
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ALLIED GOLD CORP LIMITED, ALLIED MERGER CORPORATION AND MONDAVI VENTURES LTD.
ANNOUNCE BINDING LETTER OF INTENT FOR BUSINESS COMBINATION AND FINANCING FOR
MINIMUM PROCEEDS OF US$300,000,000
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.
Toronto, Ontario—(Newsfile Corp.– May 11, 2023) – Allied Gold Corp Limited (“Allied”), Allied
Merger Corporation (the “AMC”) and Mondavi Ventures Ltd. (“Mondavi”) are pleased to
announce that they have entered into a binding letter agreement dated May 11, 2023 (the “Letter
Agreement”) outlining the terms upon which Mondavi, an unlisted reporting issuer in Canada,
will enter into a business combination with Allied and AMC pursuant to which the current
shareholders of each of Allied and AMC will receive common shares of Mondavi, resulting in a
reverse take-over of Mondavi (the “RTO”). The Letter Agreement was negotiated at arm’s length
between representatives of Allied, AMC and Mondavi. In this news release, references to the
“Resulting Issuer” are to Mondavi after the closing of the RTO, which will be the continuing public
issuer carrying on the business of Allied.
Proposed Transaction
Allied, AMC and Mondavi will negotiate a definitive agreement (the “Definitive Agreement”),
substantially on the terms of the Letter Agreement, in connection with completing the RTO.
Although the final structure of the RTO is subject to ongoing tax and legal advice, it is currently
contemplated that a newly-incorporated, wholly-owned subsidiary of Mondavi will amalgamate
with Allied and AMC to form “Amalco”, which will be a wholly-owned subsidiary of Mondavi upon
completion of the RTO.
As part of the RTO, and subject to any required shareholder and regulatory approvals, Mondavi
will, among other things, change its name to “Allied Gold Corporation” and consolidate its
common shares on a ratio to be determined. In addition, if requested by Allied and AMC, Mondavi
will continue the company from British Columbia to Ontario, adopt new by-laws and other
corporate policies, increase the size of and reconstitute the board of directors and adopt new
security-based compensation arrangements.
Completion of the RTO is subject to a number of conditions, including, but not limited to, entering
into the Definitive Agreement, which will contain representations and warranties and other terms
and conditions customary for a transaction of this nature, listing the Resulting Issuer Shares (as
defined below) (including the Resulting Issuer Shares issuable upon conversion of the Resulting
Issuer Debentures (as defined below)) on a North American stock exchange, and closing the
Financing (as defined below).
Proposed Management and Directors of Resulting Issuer
The following are the proposed officers and directors of the Resulting Issuer, with additional
independent directors to include recognized industry leaders:
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Peter Marrone, Chairman & Chief Executive Officer – Founder and former Chief Executive Officer
of Yamana Gold Inc. (“Yamana”) until 2018 and Executive Chairman until 2023; has 30+ years of
mining, business, and capital markets experience.
Daniel Racine, President and Director – Held several senior executive roles at Yamana between
2014-2023, including former President and Chief Executive Officer between 2018-2023;
previously held senior roles at Agnico Eagle.
Jason LeBlanc, Chief Financial Officer – Held several senior executive roles at Yamana between
2006-2023, including former Chief Financial Officer between 2017-2023; has 20+ years of business
and financial experience in mining.
Basie Maree, Chief Operating Officer– Joined Allied in 2022 with 40+ years of relevant experience
including as Country Manager and General Manager of Coeur Mining, Chief Technology Officer,
Managing Director, Saudi Arabia and General Manager of Africa for Barrick Gold and Head of
Metallurgy for AngloGold Ashanti.
Gerardo Fernandez, Chief Development Officer – Held several senior executive roles at Yamana
between 2007-2023 ranging from operations, technical services, projects, corporate development
and investor relations; has 20+ years’ experience in mining.
Sofia Tsakos, Chief Legal Officer – Served as in-house counsel at Yamana between 2007-2023,
including Senior Vice President, General Counsel and Corporate Secretary between 2010-2023;
has 20+ years’ experience; previously a securities lawyer in the mining group at a large Bay Street
law firm.
Greg Winch, Chief Geology & Strategic Officer – Joined Allied in 2013 bringing over 30 years of
exploration experience; prior accomplishments include the development of Golden Pride and
Lumwana copper mines in Zambia, and serving as Exploration Manager for Centamin.
Justin Dibb, Vice Chairman – Entrepreneur with 20+ years of business experience in Africa and
current co-founder and Chief Executive Officer of Allied; will transition to Vice Chairman and
advisor of the Resulting Issuer.
Stephan Theron, Director – Current Chief Financial Officer of Allied; 20+ years of management,
mergers and acquisitions and corporate finance experience; will transition to a director of the
Resulting Issuer.
Jane Sadowsky, Director – Extensive experience in investment banking with 22+ years tenure
specializing in commodities, P&U, renewables, and infrastructure; she is also a senior advisor at
Moelis and director of Nexa Resources.
John Begeman, Director – Professional mining engineer with 40+ years international experience,
including in Mali and other African countries; currently a director of i-80 Gold and director
nominee of Pan American Silver.
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Dino Titaro, Director – Professional geologist with 35+ years of international experience including
significant exposure to Africa and the Americas; has held executive and director roles with several
public companies and is currently Chairman of Avidian Gold and a director of Golconda Gold.
Proposed Financing
It is proposed that a subscription receipt financing (the “Financing”) for minimum aggregate gross
proceeds of US$300,000,000 will be conducted by AMC in connection with the completion of the
RTO. The Financing will consist of a best-efforts private placement of approximately (i)
US$200,000,000 in common share subscription receipts (the “CS Subscription Receipts ”), and
concurrently (ii) US$100,000,000 in unsecured convertible debenture subscription receipts (the
“CD Subscription Receipts ”, and together with the CS Subscription Receipts, the “Subscription
Receipts”).
The Financing will be 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 Agents will be granted an option (the “Agents’ Option”) to sell an additional 5% of the
Subscription Receipts sold under the Financing, exercisable at the discretion of the Active
Bookrunners, in whole or in part, up to 48 hours prior to the closing of the Financing.
The Subscription Receipts will be governed by the terms of a subscription receipt agreement (the
“Subscription Receipt Agreement ”) to be entered on the Closing Date (as defined below)
between AMC, Allied, the Active Bookrunners, and a mutually agreed upon subscription receipt
agent (the “Subscription Receipt Agent”).
A lock-up and standstill have been negotiated pursuant to which the Resulting Issuer, and the
executive officers and directors of the Resulting Issuer who hold an equity interest in the Resulting
Issuer and its affiliates immediately after closing of the RTO, and certain existing holders of
common shares in Allied or AMC to be determined by the Active Bookrunners and Allied, each
acting reasonably, will be locked up or held to a standstill for 180 days from the Closing Date.
Each CS Subscription Receipt will be sold at a price to be determined, and will entitle the holder,
without payment of any additional consideration or further action on the part of the holder, and
subject to adjustment in certain events, upon satisfaction of certain escrow release conditions
(the “Escrow Release Conditions ”) in accordance with the terms of the Subscription Receipt
Agreement, to receive one common share of AMC, which will subsequently be exchanged for one
common share of the Resulting Issuer (the “Resulting Issuer Shares ”) in connection with the
completion of the RTO.
Each CD Subscription Receipt will be sold, on a concurrent private placement basis, at an issue
price of US$1,000 and will entitle the holder, without payment of any additional consideration or
further action on the part of the holder, and subject to adjustment in certain events, upon
satisfaction of the Escrow Release Conditions, to receive one unsecured convertible debenture of
AMC, which will subsequently be exchanged for one unsecured convertible debenture of the
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Resulting Issuer (the “Resulting Issuer Debentures ”)in connection with the completion of the
RTO.
The terms of the convertible debentures will be negotiated and finalized in an indenture to be
entered on the Closing Date between AMC, Allied, Mondavi and the Active Bookrunners, and a
mutually agreed upon debenture trustee.
The net proceeds of the Financing will be used by the Resulting Issuer to carry out Allied’s planned
growth strategy, including its ongoing optimization and development work, and for general
corporate purposes.
The closing of the Financing is expected to occur on or about June 15, 2023, or such other date as
AMC, Allied and the Agents agree (the “Closing Date”).
On the Closing Date, the gross proceeds of the Subscription Receipts, less 50% of the Agents’
commission and all of the expenses of the Agents incurred to such date (the “ Escrowed
Proceeds”), will be delivered to and held by the Subscription Receipt Agent and invested in an
interest bearing account with a Schedule I Canadian bank until satisfaction of the Escrow Release
Conditions or the Termination Date (as defined below) (the Escrowed Proceeds, together with all
interest and other income earned thereon, referred to as the “Escrowed Funds”).
If (i) the Escrow Release Conditions are not satisfied prior to 90 days from the Closing Date, or
such later date as may be agreed to by Allied, AMC and the Active Bookrunners (on behalf of the
Agents), acting reasonably (the “Escrow Deadline”) or, (ii) if prior to the Escrow Deadline, the
Definitive Agreement is terminated or AMC has advised the Subscription Receipt Agent and the
Active Bookrunners, or announced to the public, that the RTO will not be completed or the Escrow
Release Conditions will not be satisfied (in each case, a termination event, and the date upon
which such event occurs, the “Termination Date ”), within five business days following the
Termination Date, the Escrowed Funds will be returned to the holders of Subscription Receipts on
a pro rata basis. To the extent that the Escrowed Funds are not sufficient to satisfy the
subscription price for each CS Subscription Receipt and CD Subscription Receipt, respectively,
Allied will contribute such amounts as are necessary to satisfy any shortfall.
Upon satisfaction of the Escrow Release Conditions, the Subscription Receipt Agent shall release
from the Escrowed Funds: (i) to the Agents, an amount equal to the balance of the Agents’
commission and all remaining expenses of the Agents not previously paid, and (ii) to the Resulting
Issuer, the balance of the remaining Escrowed Funds, all in accordance with the terms of the
Subscription Receipt Agreement.
The Subscription Receipts will be offered for sale to purchasers in: (i) all of the provinces and
territories of Canada pursuant to available private placement exemptions; (ii) the United States
on a private placement basis 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
with applicable laws as agreed upon between AMC, Allied and the Active Bookrunners.
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Other Advisors
SCP Resource Finance LP is acting as financial advisor to Allied and AMC in connection with
financing matters. Cassels Brock & Blackwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP
are acting as legal counsel to AMC, Allen & Overy LLP and McCarthy Tetrault LLP are acting as legal
counsel to Allied and Borden Ladner Gervais LLP is acting as legal counsel to the Agents.
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
(On behalf of the Former Yamana Principals)
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 disapproved 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.
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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
RTO, including the structure, timing, completion, and terms and conditions thereof; the use of
proceeds of the Financing; the proposed board and management of the Resulting Issuer;
expectations for the effects of the Financing and the RTO; 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 activity,
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 RTO on the proposed terms and on the proposed timeline
anticipated, or at all; the ability to obtain all requisite regulatory and shareholder approvals and
the satisfaction of other conditions to the consummation of the Financing and the RTO on the
proposed terms and schedule; the ability to satisfy any applicable listing conditions; the potential
impact of the announcement or consummation of the Financing and the RTO on relationships,
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 intended, 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 release, 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.