NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR THE DISSEMINATION,
DISTRIBUTION, RELEASE OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES.
The Base Shelf Prospectus is accessible, and the Prospectus
Supplement will be accessible within two business days, through
SEDAR+
TORONTO, Oct. 3, 2024
/CNW/ - Allied Gold Corporation (TSX: AAUC) (OTCQX: AAUCF)
("Allied" or the "Company") announces that, in connection with its
previously announced overnight marketed public offering, it has
entered into an underwriting agreement with Canaccord Genuity Corp.
and National Bank Financial Inc., as co-lead underwriters and a
syndicate of underwriters including CIBC Capital Markets, Stifel
Nicolaus Canada Inc., BMO Capital Markets, SCP Resource Finance LP
and Hannam & Partners (collectively, the "Underwriters"), to
sell up to 62,000,000 common shares of the Company (the "Shares")
at a price per Share of C$3.10 for
aggregate gross proceeds of up to C$192.2
million (the "Offering").
The Company has granted the Underwriters an over-allotment
option (the "Over-Allotment Option") exercisable, in whole or in
part, in the sole discretion of the Underwriters, to purchase up to
an additional 15% of the number of Shares sold in the Offering for
up to 30 days from and including the closing date of the Offering,
on the same terms and conditions as the Offering for market
stabilization purposes and to cover any over-allotments, if
any.
The closing of the Offering is expected to occur on or about
October 8, 2024, and will be subject
to the completion of formal documentation and the receipt of all
necessary regulatory approvals, including approval from the Toronto
Stock Exchange.
The Company intends to use the net proceeds of the Offering to
support the funding of its optimization and growth initiatives,
including in relation to all rights and obligations dealing with
and allowing for continuous management, optimizations,
advancements, improvements and phased expansion of the Sadiola
Mine, and in respect of costs associated with the Kurmuk
construction project.
The Offering will be made by way of a final prospectus
supplement (the "Prospectus Supplement") to the Company's short
form base shelf prospectus dated October 1,
2024 (the "Base Shelf Prospectus") in each of the provinces
of Canada, 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. Such documents contain 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.
This press release is not an offer or a solicitation of an offer
of securities for sale in the United
States. The Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an applicable exemption from
registration.
Access to the Prospectus, 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 will be (within two business days from the
date hereof), accessible on SEDAR+
at www.sedarplus.ca. An electronic or paper copy of the
Prospectus Supplement and the accompanying Base Shelf Prospectus
may be obtained free of charge upon request from Canaccord Genuity
Corp at ecm@cgf.com or by contacting the Chief Legal Officer and
Corporate Secretary of Allied Gold Corporation 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 by providing
the contact with an email address or address, as applicable
About Allied Gold Corporation
Allied 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 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.
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
information concerning the Offering, including the jurisdictions in
which the Shares will be offered, the completion of the Offering on
the timeline indicated, or at all; the anticipated use of the net
proceeds from the Offering; the exercise of the Over-Allotment
Option, the receipt of all necessary approvals, the use of proceeds
from the Offering in connection with funding the Company's
optimization and growth initiatives, including its right to advance
the phased expansion at Sadiola and costs associated with its
Kurmuk development project; and the Company's goals to become a
mid-tier, next-generation gold producer in Africa and ultimately a leading senior global
gold producer. 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 the state of the financial markets and their
impact on the ability of the Company to raise the gross proceeds
currently anticipated by the Company; a necessary re-allocation of
proceeds from the Offering based on prudent business; 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;
risks related to the Company's expansion and optimization plans
referred to herein not being met within the timeframe anticipated,
or at all; counterparty, credit, liquidity and interest rate risks
and access to financing; risks related to the Company's current
alternative financing initiatives not being met within the
timeframes anticipated, or at all; health, safety and environmental
risks and hazards to which the Company's operations are subject;
the Company's ability to maintain or increase present level of gold
production; risks related to dependence on products produced from
the Company's key mining assets; cost and availability of
commodities; increases in costs of production, such as fuel, steel,
power, labour and other consumables; risks associated with
infectious diseases; uncertainty in the estimation of Mineral
Reserves and Mineral Resources; the Company's ability to replace
and expand Mineral Resources and Mineral Reserves, as applicable,
at its mines; factors that may affect the Company's future
production estimates, including but not limited to the quality of
ore, production costs, infrastructure and availability of workforce
and equipment; risks relating to partial ownerships and/or joint
ventures at the Company's operations; reliance on the Company's
existing infrastructure and supply chains at the Company's
operating mines; risks relating to the acquisition, holding and
renewal of title to mining rights and permits, and changes to the
mining legislative and regulatory regimes in the Company's
operating jurisdictions; limitations on insurance coverage; risks
relating to illegal and artisanal mining; the Company's compliance
with anti-corruption laws; risks relating to the development,
construction and start- up of new mines, including but not
limited to the availability and performance of contractors and
suppliers, the receipt of required governmental approvals and
permits, and cost overruns; risks relating to acquisitions and
divestures; title disputes or claims; risks relating to the
termination of mining rights; risks relating to security and human
rights; risks associated with processing and metallurgical
recoveries; risks related to enforcing legal rights in foreign
jurisdictions; competition in the precious metals mining industry;
risks related to the Company's ability to service its debt
obligations; fluctuating currency exchange rates (including the US
Dollar, Euro, West African CFA Franc and Ethiopian Birr exchange
rates); risks related to the Company's investments and use of
derivatives; taxation risks; scrutiny from non-governmental
organizations; labour and employment relations; risks related to
third-party contractor arrangements; repatriation of funds from
foreign subsidiaries; community relations; risks related to relying
on local advisors and consultants in foreign jurisdictions; the
impact of global financial, economic and political conditions,
global liquidity, interest rates, inflation and other factors on
the Company's results of operations and market price of common
shares; risks associated with financial projections; force majeure
events; transactions that may result in dilution to common shares;
future sales of common shares by existing shareholders; the
Company's dependence on key management personnel and executives;
vulnerability of information systems including cyber attacks; as
well as those factors discussed in the section entitled "Economic
Trends, Business Risks and Uncertainties" in the Company's interim
management's discussion and analysis for the three and six months
ended June 30, 2024 and the section
entitled "Risk Factors" in the Company's annual information form
for the year ended December 31, 2023,
both of which are available at www.sedarplus.ca.
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 proposed Offering and
may not be appropriate for other purposes.
SOURCE Allied Gold Corporation
