Allied Gold to be acquired by Zijin for $44 a share

Executive Summary

• Zijin Gold International Company Ltd. has entered into a definitive agreement to acquire all outstanding shares of Allied Gold Corp. in an all-cash transaction valued at approximately C$5.5 billion ($44 per share).
• The offer represents a ~27% premium over Allied Gold's 30-day VWAP and is expected to close by late April 2026, pending shareholder, court, and regulatory approvals.
• Allied Gold's board unanimously recommends the transaction, citing immediate shareholder value, Zijin's operational track record in Africa, and the strategic fit of the assets.

Key Details

• Transaction Structure: All-cash offer completed via a plan of arrangement under the Ontario Business Corporations Act.
• Offer Price & Value: $44 per share in cash, representing an equity value of approximately C$5.5 billion.
• Premium: ~27% premium over Allied Gold's 30-day VWAP on the TSX as of Jan. 23, 2026.
• Financing: No financing conditions; cash consideration will be funded from Zijin Gold's existing cash balances and available liquidity.
• Timeline: Closing expected by late April 2026; shareholder meeting materials expected to be mailed by late February 2026.
• Conditions to Closing: Requires (i) 66.67% shareholder approval (excluding votes by management/board), (ii) Canadian court approval, (iii) Investment Canada Act approval, (iv) no material adverse changes, and (v) global regulatory/competition approvals (including China).
• Termination Fee: $220 million payable by Allied Gold to Zijin Gold in specified circumstances.
• Convertible Debentures: Outstanding debentures will be acquired for cash based on the change-of-control conversion price plus accrued/unpaid interest.
• Voting Support: Directors and officers holding ~15.4% of outstanding shares have signed voting support agreements.
• Post-Closing Status: Allied Gold shares will be delisted from the TSX and NYSE, and the company will cease to be a reporting issuer under Canadian and US securities laws.
• Advisers: Financial advisers include Moelis & Co. (Allied), Scotiabank (Allied Special Committee), and RBC Capital Markets (Zijin). Legal counsel includes Cassels Brock & Blackwell LLP (Allied Canada), Paul, Weiss, Rifkind, Wharton & Garrison LLP (Allied US), and Fasken Martineau DuMoulin LLP (Zijin Canada).
• Fairness Opinion: Scotiabank provided a fairness opinion to the Special Committee as of Jan. 24, 2026, stating the consideration is fair from a financial perspective to Allied Gold shareholders.

Notable Quotes

• Peter Marrone, Chairman & CEO, Allied Gold: "The announced transaction provides a highly attractive all-cash offer for Allied Gold at what represents an all-time high for the company's share price, crystallizing significant and certain value for its shareholders... Zijin Gold shares Allied Gold's sustainability values, prioritizing employee safety and well-being, environmental performance, and fostering meaningful engagement and collaboration with external stakeholders."
• Hongfu Lin, Chairman, Zijin Gold: "Allied Gold has successfully assembled and advanced a portfolio of large-scale, long-life gold assets with compelling expansion potential... Sadiola and Kurmuk are generational assets which we expect to provide multidecade production, complemented by the meaningful production from the CDI complex. The acquisition is consistent with our strategy of acquiring high-quality gold assets and expands our presence in Africa."