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.
Allied Gold Corp (AAUC) — Schedule 13G/A (Amendment No. 1): Orion Resource Partners (USA) LP reported beneficial ownership of 5,612,312 Common Shares, representing approximately 4.8% of the class.
As of September 30, 2025, the percentage was calculated based on 116,900,000 Common Shares outstanding, as cited from an issuer disclosure. Orion reported sole voting power and sole dispositive power over 5,612,312 shares, with no shared voting or dispositive power. The filing notes ownership of 5 percent or less of the class.