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The Base Shelf Prospectus is accessible, and the Prospectus Supplement will be accessible within two business days through SEDAR+
TORONTO, April 16, 2025 /CNW/ - Allied Gold Corporation (TSX: AAUC) (OTCQX: AAUCF) ("Allied" or the "Company") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and National Bank Financial Inc., as co-lead underwriters and co-lead bookrunners on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, an aggregate of 15,000,000 common shares of the Company (the "Shares") at a price of C$5.35 per Share (the "Offering Price") for aggregate gross proceeds to the Company of approximately C$80 million (the "Offering").
The Company is also pleased to announced that, in an effort to further broaden the distribution of Allied's common shares, without significantly impacting the market price of the shares, and to increase the trading liquidity in the shares of the Company, a significant shareholder of the Company (the "Selling Shareholder"), owning over 10% of the outstanding shares of the Company, will enter into a selling agreement with the co-lead underwriters to sell an aggregate of 15,000,000 common shares of the Company at the Offering Price, on a block trade, prospectus-exempt basis, for total gross proceeds to the Selling Shareholder of approximately C$80 million (the "Concurrent Block Trade").
The Offering and the Concurrent Block Trade will be completed concurrently. The Company expects the Concurrent Block Trade to enhance market liquidity for the Company's common shares, and the Offering will provide further support of that goal. Enhancements of market liquidity is one of the stated objectives of the Company, particularly in contemplation of the intended listing of the common shares on the New York Stock Exchange. The listing is expected to provide the opportunity for broader index inclusion.
The Company has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 15% or 2,250,000 Shares at the Offering Price, exercisable at any time, for a period of 30 days after and including the Closing Date, which, if exercised in full, would result in additional gross proceeds of approximately C$12 million.
The Company intends to use the net proceeds of the Offering to fund its optimization and growth initiatives and particularly, to advance studies and engineering for recoveries increases at Sadiola, exploration and studies aimed to increase mine life in Côte D'Ivoire, and additional exploration work and development across the portfolio of assets.
The Shares will be offered by way of a prospectus supplement (the "Prospectus Supplement") to the Company's short form base shelf prospectus dated October 1, 2024 (the "Base Shelf Prospectus") be filed in all provinces of Canada, other than Quebec, and may be offered in the United States on a private placement basis by way of a confidential offering memorandum pursuant to certain exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and applicable state securities laws, and on a private placement basis in certain other jurisdictions outside of Canada and the United States pursuant to applicable prospectus exemptions. The Prospectus Supplement contains important information about the Offering. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
The Offering is expected to close on or before April 22, 2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange.
Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendments thereto is provided in accordance with securities legislation relating to the procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to such documents. The Base Shelf Prospectus is, and the Prospectus Supplement and underwriting agreement to be entered into between the Company and the Underwriters will be filed and available under the Company's profile on SEDAR+ at www.sedarplus.ca within two (2) business days. Alternatively, an electronic or paper copy of the Prospectus Supplement and the accompanying Base Shelf Prospectus may be obtained free of charge upon request by contacting the Chief Legal Officer and Corporate Secretary of Allied at Royal Bank Plaza, North Tower, 200 Bay Street, Suite 2200, Toronto, Ontario M5J 2J3, telephone 416-363-4435, or by email at ir@alliedgold.com.
The securities being offered have not been, nor will they be, registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Allied Gold Corporation
Allied Gold is a Canadian-based gold producer with a significant growth profile and mineral endowment. It operates 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 proven success in creating value, Allied Gold aspires to become a mid-tier, next-generation gold producer in Africa and, ultimately, a leading senior global gold producer.
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, the Company's statements relating to the expected timing for the completion of the Offering and Concurrent Block Trade, that the Concurrent Block Trade should enhance liquidity in the market for the Company's common shares, providing greater opportunity for broader index inclusion, the listing of the Shares on the New York Stock Exchange, the expected use of proceeds from the Offering, and the Company's aspiration to become a mid-tier, next-generation gold producer in Africa and/ultimately, a leading senior global gold producer. Forward-looking statements are characterized by words such as "may", "plan", "expect", "intend", "believe", "anticipate" 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 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, including uncertainties related to, without limitation, the timing of receipt of all regulatory approvals, including from the Toronto Stock Exchange, in order to complete the Offering, changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws, and government regulation. 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 Offering and information regarding the Concurrent Block Trade, and may not be appropriate for other purposes.
