Regulatory milestones and new July 29, 2026 deadline for Allied Gold (AAUC) Zijin deal

Rhea-AI Filing Summary

Allied Gold Corp reports progress on its proposed arrangement under which Zijin Gold International plans to acquire all issued and outstanding Allied Gold common shares. Zijin Gold has received approval under the Investment Canada Act, completing the Canadian approval process for this transaction.

The transaction has also obtained merger clearance from the ECOWAS Regional Competition Authority and the COMESA Competition and Consumer Commission, while additional African host-country approvals have been sought and are described as obtained or at advanced stages. The companies are implementing agreed amendments to the credit facility referenced in the arrangement agreement.

Completion of the deal remains subject to outstanding regulatory approvals and remaining closing conditions under the arrangement agreement. To allow more time, the defined Outside Date for closing has been extended to July 29, 2026, with any further extension requiring mutual agreement.

Insights

M&A and capital markets analyst

Regulatory approvals advance Allied–Zijin deal, but closing still depends on remaining conditions.

The update shows the proposed acquisition of Allied Gold by Zijin Gold International moving forward, with Investment Canada Act approval completing Canadian reviews and competition clearances from ECOWAS and COMESA already in hand. Several African host-country approvals are noted as obtained or at advanced stages.

Despite this progress, completion still depends on outstanding approvals and satisfaction or waiver of all remaining conditions in the arrangement agreement. The Outside Date has been extended to July 29, 2026, signaling that additional time is needed but that both parties remain engaged in advancing the transaction.

Key Figures

Outside Date: July 29, 2026 Producing assets: 3 assets Canadian approval status: ICA approval received +1 more

4 metrics

Outside Date July 29, 2026 Extended deadline for completing the Transaction under the arrangement agreement

Producing assets 3 assets Number of producing assets operated in Côte d'Ivoire, Mali, and Ethiopia

Canadian approval status ICA approval received Investment Canada Act approval completes Canadian approval process for the Transaction

Regional merger clearances ECOWAS and COMESA Merger clearance obtained from ECOWAS Regional Competition Authority and COMESA Competition Commission

Key Terms

Investment Canada Act, Outside Date, Arrangement Agreement, merger clearance, +1 more

5 terms

Investment Canada Act regulatory

"it has received the approval under the Investment Canada Act (“ICA”) in connection with Zijin Gold’s proposed acquisition"

A Canadian law that reviews and can approve, modify or block foreign investments in Canadian businesses to protect national interests. Think of it as a gatekeeper that checks major deals for risks to jobs, security and strategic industries; for investors this affects whether a transaction will close, how long it takes, and whether conditions or changes will be required, so it directly influences deal certainty and valuation.

Outside Date financial

"the Outside Date (as defined in the Arrangement Agreement) has been extended to July 29, 2026"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

Arrangement Agreement regulatory

"pursuant to the previously announced arrangement agreement (the “Arrangement Agreement”) between the Company and Zijin Gold"

An arrangement agreement is a legally binding plan that sets out the detailed terms and steps for a major corporate action—such as a merger, takeover, restructuring, or sale—and the approvals needed from shareholders, creditors and sometimes a court. It matters to investors because it determines who will own the company, how much they will receive, the timing and conditions for the deal to close, and the likelihood the transaction will actually happen; think of it as the project blueprint and checklist for a big corporate change.

merger clearance regulatory

"The Transaction has also received merger clearance from the Regional Competition Authority of the Economic Community of West African States"

Merger clearance is the official permission from government regulators that a proposed combination of two companies can go ahead, often after a review to ensure customers won’t be harmed by reduced competition. For investors it matters because clearance is a key condition for a deal to close; a denial or costly changes can delay, reduce or kill expected value from the transaction—like a traffic light deciding whether a planned move can proceed.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction involving Allied Gold Corp (AAUC) is described in this update?

Allied Gold Corp is pursuing a transaction where Zijin Gold International intends to acquire all issued and outstanding Allied Gold common shares under a previously announced arrangement agreement. The update focuses on regulatory approvals and timetable changes for completing this proposed acquisition.

Which regulatory approvals has Allied Gold Corp (AAUC) obtained or advanced for the Zijin Gold transaction?

Zijin Gold has received approval under the Investment Canada Act, completing Canadian review. The transaction also has merger clearance from ECOWAS and COMESA competition authorities, while certain host-country approvals in Africa have been sought and are described as either obtained or at advanced stages.

What is the new Outside Date for completing the Allied Gold (AAUC) and Zijin Gold transaction?

The Outside Date for completing the proposed arrangement between Allied Gold and Zijin Gold has been extended to July 29, 2026. Any further extension of this Outside Date would require mutual agreement between the parties under the terms of the existing arrangement agreement.

What conditions still need to be satisfied before the Allied Gold (AAUC) transaction closes?

Completion of the transaction remains subject to receiving outstanding regulatory approvals and satisfying or waiving the remaining closing conditions set out in the arrangement agreement. The companies highlight that they are continuing to work diligently toward meeting these requirements and finalizing the deal.

How is the credit facility affected by Allied Gold’s (AAUC) proposed transaction with Zijin Gold?

To facilitate completion of the transaction, Allied Gold and Zijin Gold have agreed to certain amendments to the credit facility defined in the arrangement agreement. Implementation of these amendments is described as being in progress as part of advancing the transaction toward closing.

What does Allied Gold Corp (AAUC) say about risks related to completing the Zijin Gold transaction?

Allied Gold includes forward-looking information warnings, citing risks such as not obtaining remaining approvals, closing conditions not being satisfied or waived, possible termination events, integration challenges, gold price volatility, and typical operational and jurisdictional risks, particularly in African markets where it operates mining assets.

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 May 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: May 29, 2026		/s/ Sofia Tsakos
		Sofia Tsakos
		Chief Legal Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated May 29, 2026

Tel: 1-833-363-4435

EXHIBIT 99.1

Allied Gold Advances Receipt of Regulatory Approvals and Clearances in Connection with the Proposed Arrangement with Zijin Gold International and Extends the Outside Date to July 29, 2026

TORONTO, May 29, 2026 (GLOBE NEWSWIRE) -- Allied Gold Corporation (“Allied Gold” or the “Company”) (TSX: AAUC, NYSE: AAUC) is pleased to announce that Zijin Gold International Company Limited (“Zijin Gold”) has advised the Company that it has received the approval under the Investment Canada Act (“ICA”) in connection with Zijin Gold’s proposed acquisition of all of the issued and outstanding common shares of Allied Gold pursuant to the previously announced arrangement agreement (the “Arrangement Agreement”) between the Company and Zijin Gold (the “Transaction”). The receipt of the approval under the ICA completes the approval process in Canada for the Transaction. 

The Transaction has also received merger clearance from the Regional Competition Authority of the Economic Community of West African States (ECOWAS) and the Competition and Consumer Commission of the Common Market for Eastern and Southern Africa (COMESA).

Certain regulatory approvals in host countries in Africa have been sought by the parties and have either been obtained or are in advanced stages.

These regulatory approvals and clearances represent important milestones as the parties continue to advance the Transaction to completion.

To facilitate completion of the Transaction, the parties have also agreed to certain amendments to the Credit Facility (as defined in the Arrangement Agreement), the implementation of which is in progress.

Completion of the Transaction remains subject to receipt of outstanding regulatory approvals and the satisfaction or waiver of the remaining conditions to closing set out in the Arrangement Agreement.

As the Company and Zijin Gold continue to work diligently towards obtaining the outstanding regulatory approvals and fulfilling the remaining conditions to closing under the Arrangement Agreement, the Outside Date (as defined in the Arrangement Agreement) has been extended to July 29, 2026 in accordance with the Arrangement Agreement. Any further extension of the Outside Date will require the parties' mutual agreement. The parties continue to advance the Transaction towards completion in a timely manner.

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 expectations, strategy, objectives or plans. 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 expectations regarding obtaining all remaining approvals to complete the transaction and timing for completion of the transaction. 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 and/or Zijin’s ability to obtain the remaining approvals on satisfactory terms or at all; the possibility that closing conditions are not satisfied or waived on a timely basis or at all; timing of completion of the transaction; the ability to obtain required regulatory approvals on satisfactory terms or at all; the possibility that closing conditions are not satisfied or waived; the occurrence of any event, change, or other circumstance that could give rise to termination rights; delays in or unforeseen difficulties with integration planning; and other risks typically associated with transactions of this nature; potential volatility in the price of the Allied Gold shares in the period prior to closing the transaction; the anticipated size of the markets and continued demand for the integrated business’s resources and the impact of competitive responses to the announcement 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 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.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 8.1 KB