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Allied Gold (NYSE: AAUC) shareholders overwhelmingly approve Zijin Gold arrangement

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Allied Gold Corporation reports that its shareholders have approved the previously announced plan of arrangement with Zijin Gold International Company Limited at a special meeting. Shareholders cast 76,556,033 votes, representing 61.14% of issued and outstanding common shares, providing a strong participation rate.

Of the votes cast, 76,206,335 common shares, or 99.54%, were voted in favour of the Transaction, and 59,621,291 common shares, or 99.42% of votes excluding interested persons, supported the deal. Allied Gold intends to seek a final order from the Ontario Superior Court of Justice to approve the Transaction at a hearing on April 2, 2026.

Positive

  • Overwhelming shareholder approval of the Transaction: 99.54% of votes cast, and 99.42% of votes excluding interested persons, supported Allied Gold’s plan of arrangement with Zijin Gold, indicating broad backing across both general and disinterested shareholders.
  • Strong meeting participation: 76,556,033 votes were cast, representing 61.14% of issued and outstanding common shares, showing substantial shareholder engagement in the decision on the Transaction.

Negative

  • None.

Insights

Shareholders overwhelmingly back Allied Gold’s arrangement with Zijin Gold, pending court and regulatory approvals.

The filing shows strong shareholder support for Allied Gold’s plan of arrangement with Zijin Gold. Turnout reached 76,556,033 votes, or 61.14% of issued and outstanding common shares, indicating meaningful engagement in the decision.

Approval levels were extremely high: 99.54% of votes cast, and 99.42% of votes excluding interested persons, supported the Transaction. This suggests broad alignment among both general and disinterested shareholders, which can ease subsequent steps such as court review.

The company plans to seek a final order from the Ontario Superior Court of Justice on April 2, 2026, and the Transaction still depends on that order and other regulatory approvals for Zijin Gold. Future outcomes will hinge on satisfying these conditions and managing risks highlighted in Allied Gold’s risk disclosures.

Votes cast 76,556,033 votes Total votes cast at special meeting; 61.14% of issued and outstanding common shares
Turnout percentage 61.14% Portion of total issued and outstanding common shares that voted on the Transaction
Support including all voters 76,206,335 shares; 99.54% Common shares voted in favour of the Transaction as a percentage of votes cast
Support excluding interested persons 59,621,291 shares; 99.42% Common shares voted in favour excluding interested persons, as a percentage of eligible votes
Court hearing date April 2, 2026 Planned Ontario Superior Court of Justice hearing for final order approving the Transaction
plan of arrangement financial
"shareholders of the Company approved the previously announced plan of arrangement (the "Transaction") with Zijin Gold"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
forward-looking information regulatory
"This press release contains "forward-looking information" under applicable Canadian securities legislation."
Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.
Ontario Superior Court of Justice regulatory
"intention to seek a final order of the Ontario Superior Court of Justice (Ontario) to approve the Transaction"
A provincial trial court that hears major civil and criminal matters in Ontario, including corporate disputes, bankruptcy and insolvency cases, contract fights, and regulatory reviews. Its rulings act like a referee’s call in a game—deciding who keeps assets, whether a deal stands, or if a company must change course—so its decisions can directly affect a company’s operations, liabilities and ultimately its stock value.
regulatory approvals regulatory
"Zijin Gold’s ability to obtain all other required regulatory approvals to complete the Transaction"
Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.
annual information form financial
"those factors discussed in the section entitled “Risk Factors” in the Company’s current annual information form"
A company's annual information form is a comprehensive regulatory filing that lays out its business description, key assets, risks, legal matters and other background details shareholders need to understand the company’s operations. Think of it as a detailed owner’s manual or dossier that supplements financial statements, helping investors do deeper homework on how the business works and what could affect its future performance.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number: 001-42672

Allied Gold Corp
(Exact name of Registrant as specified in its charter)

Royal Bank Plaza, North Tower
200 Bay Street, Suite 2200
Toronto, Ontario
M5J 2J3
Tel: 1-833-363-4435
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [   ]      Form 40-F [ X ] 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      Allied Gold Corp    
  (Registrant)
   
  
Date: March 31, 2026     /s/ Sofia Tsakos    
  Sofia Tsakos
  Chief Legal Officer and Corporate Secretary
  


EXHIBIT INDEX

 

Exhibit Number Description
  
99.1 Press Release dated March 31, 2026

Tel: 1-833-363-4435

 

EXHIBIT 99.1

Allied Gold Shareholders Approve Arrangement With Zijin Gold

TORONTO, March 31, 2026 (GLOBE NEWSWIRE) -- Allied Gold Corporation (“Allied” or the "Company") (TSX: AAUC) (NYSE: AAUC) is pleased to announce that shareholders of the Company approved the previously announced plan of arrangement (the "Transaction") with Zijin Gold International Company Limited (“Zijin Gold”) at the Company’s special meeting of shareholders held earlier today.

At the Meeting, a total of 76,556,033 votes were cast by holders of Common Shares, representing 61.14% of the total issued and outstanding Common Shares. Of those votes cast, (i) 76,206,335 Common Shares, representing 99.54% of the votes cast, were voted in favour of the Transaction in connection with the special vote of shareholders, and (ii) 59,621,291 Common Shares, representing 99.42% of the votes cast excluding votes cast by interested persons in accordance with applicable securities laws, were voted in favour of the Transaction.

About Allied Gold

Allied Gold is a Canadian-based gold producer with a significant growth profile and mineral endowment, operating a portfolio of three producing assets and development projects located in Côte d'Ivoire, Mali, and Ethiopia. Led by a team of mining executives with operational and development experience and a proven track record of creating value, Allied Gold is progressing through exploration, construction, and operational enhancements to become a mid-tier, next-generation gold producer in Africa, and ultimately, a leading senior global gold producer.

For further information, please contact:

Allied Gold Corporation
Royal Bank Plaza, North Tower
200 Bay Street, Suite 2200
Toronto, Ontario M5J 2J3 Canada
Email: ir@alliedgold.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

This press release contains "forward-looking information" under applicable Canadian securities legislation. Except for statements of historical fact relating to the Company, information contained herein constitutes forward-looking information, including, but not limited to, any information as to the Company's strategy, objectives, plans or future financial or operating performance. Forward-looking statements are characterized by words such as "plan", "expect", "budget", "target", "project", "intend", "believe", "anticipate", "estimate" and other similar words or negative versions thereof, or statements that certain events or conditions "may", "will", "should", "would" or "could" occur. Forward-looking information included in this press release includes, without limitation, statements with respect to the Company’s intention to seek a final order of the Ontario Superior Court of Justice (Ontario) to approve the Transaction at a hearing on April 2, 2026. Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and is inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include risks associated with Allied Gold’s ability to obtain the final order of the court, and Zijin Gold’s ability to obtain all other required regulatory approvals to complete the Transaction; risks related to timing of completion of the Transaction, including the risk that the conditions to the Transaction are not satisfied on a timely basis or at all; potential volatility in the price of the Allied Gold Shares prior to completion of the Transaction; and the diversion of management time on Transaction-related issues; the state of the financial markets; fluctuating price of gold; risks relating to the exploration, development and operation of mineral properties, including but not limited to unusual and unexpected geologic conditions and equipment failures; risks relating to operating in emerging markets, particularly Africa, including risk of government expropriation or nationalization of mining operations; as well as those factors discussed in the section entitled “Risk Factors” in the Company’s current annual information form for the year ended December 31, 2025, which is available at www.sedarplus.ca and Allied Gold’s most recent annual report on Form 40-F filed with the United States Securities and Exchange Commission available at www.sec.gov. 

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that could cause actions, events or results to not be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company's plans in connection with the completion of the Transaction and may not be appropriate for other purposes.

FAQ

What did Allied Gold Corp (AAUC) shareholders approve regarding Zijin Gold?

Allied Gold shareholders approved a previously announced plan of arrangement with Zijin Gold International Company Limited. This Transaction was endorsed at a special meeting, where voting shareholders provided very high levels of support for proceeding with the arrangement subject to court and regulatory approvals.

How strong was shareholder support for Allied Gold’s Transaction with Zijin Gold?

Support was extremely strong. Of votes cast, 76,206,335 common shares, or 99.54%, backed the Transaction. Excluding interested persons, 59,621,291 common shares, or 99.42% of eligible votes, were in favour, indicating broad alignment among disinterested shareholders as well.

What proportion of Allied Gold (AAUC) shares participated in the special meeting vote?

At the special meeting, 76,556,033 votes were cast by holders of common shares, representing 61.14% of the total issued and outstanding common shares. This participation rate indicates a substantial level of shareholder engagement in deciding on the Transaction with Zijin Gold.

What are the next steps for Allied Gold’s Transaction with Zijin Gold?

Allied Gold intends to seek a final order from the Ontario Superior Court of Justice to approve the Transaction at a hearing on April 2, 2026. Completion also depends on Zijin Gold obtaining required regulatory approvals and other specified conditions being satisfied or waived.

What risks to the Transaction does Allied Gold highlight in this disclosure?

Allied Gold notes risks such as obtaining the court’s final order, securing all necessary regulatory approvals for Zijin Gold, potential timing delays or failure of conditions, share price volatility before completion, management time diversion, gold price fluctuations, and operating risks outlined in its risk factor disclosures.

What kind of company is Allied Gold Corp (AAUC)?

Allied Gold is a Canadian-based gold producer operating three producing assets and development projects in Côte d'Ivoire, Mali, and Ethiopia. The company focuses on exploration, construction, and operational enhancements to grow into a mid-tier, next-generation African gold producer and ultimately a leading senior global gold producer.

Filing Exhibits & Attachments

1 document