Allied GOLD Corp Limited, Allied Merger Corporation and Mondavi Ventures Ltd. Announce Submission of Application FOR TSX Listing and Provide Update ON Business
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ALLIED GOLD CORP LIMITED, ALLIED MERGER CORPORATION AND MONDAVI VENTURES LTD.
ANNOUNCE SUBMISSION OF APPLICATION FOR TSX LISTING AND PROVIDE UPDATE ON BUSINESS
COMBINATION AND FINANCING WITH CLOSING DATE SET FOR JULY 17, 2023
TORONTO, June 8, 2023 ─ Allied Gold Corp Limited ("Allied"), Allied Merger Corporation ("AMC") and
Mondavi Ventures Ltd. ("Mondavi") are pleased to announce that in connection with the previously
announced business combination and financing, aimed at creating the next generation senior gold
producer, Allied has now set a closing date for the business combination and reverse take-over transaction
(the "Going Public Event") of on or about July 17, 2023, and applied for a listing of the resulting issuer's
common shares on the Toronto Stock Exchange ("TSX"). In connection with the listing process, Allied has
completed comparative audited financial statements for the years ended December 31, 2022 and 2021,
submitted a draft annual information form ("AIF"), which serves as the detailed disclosure and listing
document, and will submit National Instrument 43 -101 ("NI 43 -101") technical reports on its material
mines and projects, being the Sadiola mine and the Kurmuk project. Allied has also complemented the
proposed board of directors, wit h the appointment of an additional independent director and with a
further independent director appointment in process, and finalized the composition of the proposed
senior management team.
Business Combination Details
As previously announced, Allied, AMC, and Mondavi entered into a binding letter agreement da ted May
11, 2023, outlining the terms of the business combination and Going Public Event. The agreement
stipulates that Mondavi, a reporting issuer in Canada, will undergo the Going Public Event whereby the
current shareholders of Allied and AMC will recei ve common shares of resulting issuer Mondavi, to be
renamed Allied Gold Corporation ("AGC") in connection with the completion of the Going Public Event
and will be the resulting public issuer carrying on the business of Allied.
The proposed structure of t he Going Public Event involves the respective amalgamations of Allied and
AMC with two newly -incorporated, wholly -owned subsidiaries of Mondavi. These post -amalgamated
subsidiaries will be wholly-owned subsidiaries of AGC upon completion of the Going Public Event.
Closing is subject to the execution and completion of definitive agreements, completion of the Financing
(as defined herein), completion of all conditions precedent to the Going Public Event and receipt of all
required regulatory, corporate, shar eholder and third -party approvals and consents, including the
approval of the TSX.
Listing Application and Reporting Requirements
Allied has taken a significant step towards achieving its TSX listing by submitting the initial listing
application. In support of the listing application, Allied has submitt ed, among other documents,
comparative audited financial statements for the years ended December 31, 2022 and 2021 and a draft
AIF. The AIF serves as the formal listing document and a fulsome disclosure document for investors, with
the disclosure including, among other information, summaries of the material mines and projects of Allied
based on the independent National Instrument 43-101 technical reports which will also soon be submitted
for review with the TSX. Allied is progressing with satisfying all of its listing and reporting requirements.
The AIF, financial statements and independent National Instrument 43-101 technical reports will be made
available to the public on Mondavi's SEDAR profile as soon as practicable following the normal review
process of the TSX.
Governance and Management
The initial board of directors of AGC will be comprised of Peter Marrone, Chairman and Chief Executive
Officer, Justin Dibb, Vice Chairman, Daniel Racine, Stephan Theron, Jane Sadowsky, John Begeman, Dino
Titaro, and John Beardsworth, who bring a wealth of knowledge and accomplishments to AGC. A lead
director will be appointed from amongst the independent directors. The proposed board will formally
meet on June 10, 2023 to review corporate and business prospects of the Company. Management of AGC
will be led by Peter Marrone as Chairman and CEO, Daniel Racine as President, and with Jason Leblanc as
Chief Financial Officer, Basie Maree as Chief Operations Officer, Greg Winch as Chief Geology and Strategic
Officer, Gerardo Fernandez as Chief Developmen t Officer, Sofia Tsakos as Chief Legal Officer and
Corporate Secretary, and Richard Campbell as Senior Vice President, Human Resources. One additional
independent director has been identified and is now going through the internal review process. Similarly,
the selection of an additional senior officer reporting to the chief executive officer and board, whose
responsibilities will include matters relating to health, safety, environment, community relations, and
governance is in process. Management and major shareholders of Allied and AMC have agreed to
customary lockups in connection with the Financing and the Going Public Event.
Financing Update
In connection with the completion of the Going Public Event, AMC and Allied are conducting a subscription
receipt financing (the "Fi nancing") to raise minimum aggregate gross proceeds of US$300 million. The
Financing initiative encompasses a private placement of approximately US$200 million in common share
subscription receipts and approximately US$100 million in unsecured convertible debenture subscription
receipts. The Financing is being 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.
The subscription receipts are being 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. Secur ities 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. The net proceeds generated through the
Financing wil l be utilized by AGC to execute Allied's planned growth strategy, encompassing ongoing
optimization and development efforts, as well as addressing general working capital requirements. The
parties anticipate completing the Financing, subject to satisfactio n of all closing conditions, some time
before the completion of the Going Public Event, which will mark a significant milestone in advancing
Allied's strategic objectives.
Upon completion of the Going Public Event, investors will receive common shares or convertible
debentures of AGC, as applicable, which convertible debentures are convertible into common shares of
AGC. Allied has applied to list all such common shares on the TSX. The common shares will be freely
tradeable in Canada in accordance with, and subject to, compliance with applicable Canadian securities
laws.
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 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 "for ward-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 Monda vi'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 Pub lic Event, including the structure, timing, completion, and terms and conditions thereof,
including receipt of TSX listing approval; the use of proceeds of the Financing; the proposed board and
management of AGC as the public resulting issuer; 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 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 Going Public Event 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 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 con summation of the Financing and the Going
Public Event 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.