Allied Gold Corp SEC Filings

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.

Allied Gold Corporation filed its annual report on Form 40-F for the fiscal year ended December 31, 2025, prepared in accordance with IFRS. The filing lists 124,737,221 common shares outstanding as of the period close and states all dollar amounts are in U.S. dollars (exchange rate U.S.$1.00 = CDN$1.3706 as of December 31, 2025). The report includes standard forward-looking statement cautionary language, disclosure controls commentary, a transition-period omission of a management attestation on internal control over financial reporting, and confirms KPMG LLP as the independent registered public accounting firm. The report was signed by Peter Marrone on March 31, 2026.

Allied Gold Corporation filed its annual report on Form 40-F for the fiscal year ended December 31, 2025, prepared in accordance with IFRS. The filing lists 124,737,221 common shares outstanding as of the period close and states all dollar amounts are in U.S. dollars (exchange rate U.S.$1.00 = CDN$1.3706 as of December 31, 2025). The report includes standard forward-looking statement cautionary language, disclosure controls commentary, a transition-period omission of a management attestation on internal control over financial reporting, and confirms KPMG LLP as the independent registered public accounting firm. The report was signed by Peter Marrone on March 31, 2026.

Allied Gold Corporation reported record fourth quarter 2025 production and advanced a planned acquisition by Zijin Gold. Q4 gold output reached 117,004 ounces and full-year 2025 production was 379,081 ounces, slightly above guidance. Stronger grades and throughput at Sadiola, Bonikro and Agbaou drove a 34% lift over the average of the prior three quarters.

All-in sustaining costs were $1,980 per ounce in Q4, down about 5% from Q3, while higher realized gold prices lifted AISC margins to roughly $2,160 per ounce. Revenue for 2025 was $1.33 billion, with EBITDA of $335.6 million and Adjusted EBITDA of $523.8 million, and cash and cash equivalents rose to $479.8 million at year-end.

The company agreed in January 2026 to be acquired by Zijin Gold for C$44 per share in cash, valuing Allied’s equity at about C$5.5 billion, a roughly 27% premium to its 30‑day TSX volume‑weighted average price before announcement. Shareholders approved the transaction on March 31, 2026, and closing is targeted by the end of April, subject to regulatory and court approvals.

Allied Gold Corporation reported record fourth quarter 2025 production and advanced a planned acquisition by Zijin Gold. Q4 gold output reached 117,004 ounces and full-year 2025 production was 379,081 ounces, slightly above guidance. Stronger grades and throughput at Sadiola, Bonikro and Agbaou drove a 34% lift over the average of the prior three quarters.

All-in sustaining costs were $1,980 per ounce in Q4, down about 5% from Q3, while higher realized gold prices lifted AISC margins to roughly $2,160 per ounce. Revenue for 2025 was $1.33 billion, with EBITDA of $335.6 million and Adjusted EBITDA of $523.8 million, and cash and cash equivalents rose to $479.8 million at year-end.

The company agreed in January 2026 to be acquired by Zijin Gold for C$44 per share in cash, valuing Allied’s equity at about C$5.5 billion, a roughly 27% premium to its 30‑day TSX volume‑weighted average price before announcement. Shareholders approved the transaction on March 31, 2026, and closing is targeted by the end of April, subject to regulatory and court approvals.

Allied Gold Corporation filed a report highlighting that independent proxy advisors ISS and Glass Lewis both recommend shareholders vote FOR a special resolution approving a planned arrangement with Zijin Gold International Company Limited. Under this arrangement, Zijin Gold would acquire all issued and outstanding Allied Gold shares for C$44 per share in cash.

The board, following advice from a special committee and external advisors, has unanimously determined the deal is fair and in the best interests of shareholders and strongly urges support. A special shareholder meeting is scheduled for March 31, 2026 in Toronto, with shareholders of record on February 23, 2026 eligible to vote and a proxy voting deadline of March 27, 2026.

Allied Gold Corporation has filed and mailed a management information circular for a proposed all-cash acquisition by Zijin Gold International via a court-approved plan of arrangement.

Under the Arrangement, Zijin Gold would acquire all issued and outstanding Allied Gold common shares for C$44.00 per share in cash, representing an approximate 27% premium to the 30-day volume-weighted average share price on the TSX before the transaction announcement. The board, advised by an independent special committee and a fairness opinion from Scotia Capital Inc., has unanimously determined the deal is fair and in the company’s best interests and recommends shareholders vote in favour.

The special meeting of shareholders is scheduled for March 31, 2026 in Toronto. Approval requires at least 66⅔% of votes cast plus a simple majority of votes cast by disinterested shareholders, excluding 16,585,404 shares held by directors and officers. Directors and officers holding approximately 15.4% of outstanding shares have entered voting support agreements. Subject to shareholder approval and customary regulatory and court conditions, closing is expected by late April 2026.

Allied Gold Corporation has agreed to a cash acquisition by Zijin Gold International Company Limited via a court-approved plan of arrangement. If approved, each Allied shareholder will receive C$44.00 in cash per common share, a premium of about 27% to the 30‑day volume‑weighted average price before the deal was announced. A special shareholder meeting will be held on March 31, 2026 in Toronto to vote on the arrangement, which requires at least 66⅔% support from votes cast plus a simple majority of disinterested shareholders. Directors and officers holding about 15.4% of the shares have signed voting support agreements in favour. Shareholders who properly exercise dissent rights may seek court‑determined fair value instead of the cash price. If completed, Zijin will own all Allied shares, and Allied’s shares and convertible debentures will be delisted from the TSX and NYSE.

Allied Gold Corporation reported strong preliminary 2025 operating results and outlined a sharp growth path while agreeing to be acquired by Zijin Gold. The company produced 379,081 ounces of gold in 2025, slightly above its guidance, with record quarterly output of 117,004 ounces in Q4 and estimated AISC of about $1,980 per ounce.

For 2026, Allied guides to total production of 485,000–575,000 ounces, including 100,000–150,000 ounces from the Kurmuk project starting mid‑year, and expects mine‑site AISC of $1,750–$1,900 per ounce. Proven and Probable Mineral Reserves stand at 11.2 million ounces of gold, and cash balances were about $480 million at year end. Zijin Gold has agreed to acquire Allied for C$44 per share in cash, valuing the equity at approximately C$5.5 billion, a 27% premium to Allied’s 30‑day VWAP, with a shareholder vote set for March 31, 2026.

Allied Gold Corporation has signed an arrangement agreement under which Zijin Gold International Company Limited will acquire all Allied Gold shares for $44.00 per share via a court-approved plan of arrangement under Ontario law.

The deal is supported by voting agreements with Allied’s directors and senior officers who hold shares and is backed by a fairness opinion from Scotia Capital Inc. Completion depends on shareholder approval, Canadian court orders, competition and foreign investment clearances in Canada, and specified Chinese and Hong Kong approvals, all by an outside date of May 29, 2026, with limited extension rights.

The agreement includes a reverse break-fee structure labelled a $220,000,000 Termination Amount payable in defined circumstances, detailed non-solicitation and superior proposal provisions, and protections for employees, benefit plans and indemnified parties, while terminating Allied’s outstanding equity awards and convertible debentures in exchange for cash consideration at closing.

Allied Gold Corporation has agreed to be acquired by Zijin Gold International Company Limited in a friendly, all-cash deal. Zijin Gold will buy all issued and outstanding Allied Gold shares for C$44 per share in cash, giving the Transaction an equity value of about C$5.5 billion based on Allied Gold’s shares outstanding. The Offer Price represents a 27% premium over Allied Gold’s 30-day volume-weighted average price on the TSX as of January 23, 2026.

The Transaction will proceed by a plan of arrangement under Ontario law and is expected to close by late April 2026, subject to shareholder, court, Investment Canada Act and other regulatory approvals, and no material adverse change. A special committee and the full Board unanimously concluded this is the most attractive option and recommend shareholders vote in favour. Directors and officers holding about 15.4% of shares have signed voting support agreements. Allied Gold’s outstanding convertible debentures will be taken out for cash based on their change-of-control conversion terms, and a C$220 million termination fee is payable to Zijin Gold in certain circumstances. After completion, Allied Gold’s shares will be delisted from the TSX and NYSE and it will cease to be a reporting issuer in Canada and the U.S.

BlackRock Portfolio Management LLC filed an amended Schedule 13G reporting a significant passive ownership stake in Allied Gold Corp. The firm reports beneficial ownership of 10,443,337 shares of Allied Gold common stock, representing 8.2% of the class as of the event date of 12/31/2025. It has sole power to vote 10,160,205 shares and sole power to dispose of 10,443,337 shares, with no shared voting or dispositive power. The filing states that various underlying clients have rights to dividends or sale proceeds, but no individual client holds more than five percent of Allied Gold’s outstanding common shares. BlackRock certifies that the position is held in the ordinary course of business and not for the purpose of influencing control of the company.