TORONTO, July 29, 2026 (GLOBE NEWSWIRE) — Allied Gold Corporation (TSX: AAUC, NYSE: AAUC) (“Allied” or the “Company”) announces that the previously announced arrangement agreement between the Company and Zijin Gold International Company Ltd. (“Zijin Gold”) (the “Arrangement Agreement”) has been terminated as both companies have concluded that there is no reasonable likelihood that the conditions relating to completion of the Transaction will be fulfilled by the outside date of July 29, 2026 (the “Outside Date”) or within any reasonable time thereafter. The Company, however, announces that Zijin Gold has agreed to make a strategic investment in Allied of approximately US$295 million, at a subscription price representing a premium to the current market price of the Company’s common shares on the Toronto Stock Exchange (“TSX”).
Termination of the Arrangement Agreement
In accordance with its terms, the Arrangement Agreement has been terminated effective as of today’s date. The parties have mutually agreed not to extend the Outside Date further, as they have determined that it is unlikely the closing conditions will be fulfilled within any reasonable time following the Outside Date. The termination of the Arrangement Agreement relates to broader external factors applicable to cross-border transactions of this scale.
Strategic Investment by Zijin Gold
Under the terms of a subscription agreement entered into today concurrently with the termination of the Arrangement (the “Subscription Agreement”), Zijin Gold has agreed to subscribe, on a non-brokered private placement basis, for approximately 12.8 million common shares of the Company (the “Subscription Shares”) at a price of C$32.55 per Subscription Share (the “Subscription Price”), for aggregate gross proceeds of approximately US$295 million (approximately C$417 million) (the “Strategic Investment”). The Subscription Price equals the 30-day volume-weighted average trading price of the Company’s common shares on the TSX as of July 27, 2026, and represents a premium to the current market price of the Company’s common shares. On completion of the Strategic Investment, Zijin Gold will hold approximately 9.2% of the issued and outstanding common shares of the Company.
Completion of the Strategic Investment is subject to the approval of the TSX and the New York Stock Exchange (the “NYSE”) and is expected to occur on or about August 10, 2026. The Subscription Agreement contains customary participation and top-up rights to allow Zijin Gold to maintain its pro rata interest in the Company. The Subscription Shares will be issued to Zijin Gold in a private placement under applicable Canadian and United States securities laws, and will be subject to a statutory hold period under applicable Canadian securities laws of four months and one day. In support of the Strategic Investment, Allied’s Chairman and CEO and the Company’s Vice Chairman have voluntarily agreed to enter into lock-up agreements for the same period as Zijin Gold’s statutory hold period in connection with the private placement.
The net proceeds of the Strategic Investment are expected to be used by the Company for the continued advancement of its growth initiatives, including operational optimizations, the completion and ramp-up of Kurmuk, the phased expansion of Sadiola, production increases at the CDI Complex, and exploration efforts across the Company’s portfolio.
Continued Growth and Value Creation
Since the beginning of the year, the Company has advanced initiatives that have improved and will continue to improve its production profile, expand mineral inventories, strengthen cash flow generation and advance its growth projects. The development of the Company’s Kurmuk Mine, with its start of operations expected in August and first gold following a few weeks thereafter, together with the ongoing optimization and growth initiatives at Sadiola, the previously announced extension of Bonikro’s mine life and continued growth in Mineral Reserves and Mineral Resources at the Côte d’Ivoire (CDI) Complex, continue to support the operational performance, scale, quality and longevity of the Company’s asset portfolio.
Stifel Nicolaus Canada Inc. has acted as financial advisor, providing market support and advice to the Company in connection with the Strategic Investment.
