The Toronto Stock Exchange reports that Allied Gold Corp. will be listed and posted for trading at the open on Sept. 11, 2023. According to the TSX, there will be 250,724,253 common shares and $107,279,000 (U.S.) principal amount of 8.75 per cent senior unsecured convertible debentures of the company issued and outstanding, and 43,600,749 shares reserved for issuance. The shares will trade under the symbol AAUC, in Canadian dollars and with Cusip No. 01921D 10 5. The debentures will trade under the symbol AAUC.DB.U, in U.S. dollars and with Cusip No. 01921D AA 3.

The TSX reports that Allied Gold is a Canadian-based emerging senior gold producer with a portfolio of three operating gold mines, a significant development project and exploration properties throughout Africa, principally in Mali, Ivory Coast and Ethiopia. The company's transfer agents and registrars are Computershare Investor Services Inc. at its principal office in Toronto for the shares and Computershare Trust Company of Canada at its principal office in Toronto for the debentures. Its fiscal year-end is Dec. 31.

In the immediate period of growth over the next few years, the company anticipates that cash flow along with proceeds from the financing (defined below) will be reinvested in the development and growth of the business, with dividends anticipated to be paid following this growth period.

According to the TSX, the debentures will mature on Sept. 7, 2028, and will bear interest at 8.75 per cent per year, payable semi-annually in arrears on Sept. 30 and March 31 in each year. The initial interest payment of $5.59 (U.S.) per $1,000 (U.S.) principal amount of debentures, including interest accrued from Sept. 7, 2023, to, but excluding, Sept. 30, 2023, will be made on Sept. 30, 2023.

The TSX notes that the debentures are convertible into shares of the company, at option of the holder, at any time before 5 p.m. Toronto time on the earlier of: (i) the last business day before the maturity date; (ii) if called for redemption, the business day immediately preceding the date specified by the company for redemption of the debentures; or (iii) if the company exercised its right of forced conversion of the debentures, on the business day immediately preceding the forced conversion. The conversion price is $5.79 (U.S.) per share, representing a conversion rate of approximately 172.71 shares per $1,000 (U.S.) principal amount of debentures.

In addition, the company has the right, commencing three years after the date the debentures are issued, if the 20-day volume weighted average trading price of the shares on the TSX is not less than 115 per cent of the conversion price, by giving not less than 30 days of written notice to the debentureholders, to: (i) force the conversion of the principal amount of debentures at the conversion price; (ii) pay all accrued and unpaid interest up to, but not including, the forced conversion date; and (iii) pay the net present value of all scheduled payments of interest remaining on the debentures, from the forced conversion date to, but not including, the maturity date, using a discount rate based on the treasury yield plus 50 basis points on the business day preceding date of the forced conversion notice.

According to the TSX, pursuant to recently effected amalgamations involving Mondavi Ventures Ltd. (as continued to the laws of Ontario under the Business Corporations Act (Ontario)), Allied Gold Corp. Ltd. (Allied) and Allied Merger Corp. (AMC), among others, Allied became a wholly owned subsidiary of Mondavi and Mondavi changed its name to Allied Gold. Immediately prior to completion of the amalgamations:

1. The common shares of Mondavi were consolidated on the basis of one postconsolidated share for every 62.6308 shares issued and outstanding immediately prior to the consolidation.
2. The AMC common shares were consolidated on the basis of one postconsolidated AMC share for every 2.2585 AMC shares issued and outstanding immediately prior to the consolidation.
3. The Allied ordinary shares were consolidated on the basis of one postconsolidated Allied share for every 2.2585 Allied shares issued and outstanding immediately prior to the consolidation.

As a result of the amalgamations, each Allied share was exchanged for one share of the company on a post-Allied-consolidation basis and each AMC share was exchanged for one share of the company on a post-AMC-consolidation basis. On Aug. 30, 2023, AMC completed private placements of subscription receipts of AMC comprising the following:

1. 81,219,000 common share (CS) subscription receipts at an issue price of $1.97 (U.S.) per CS subscription receipt (or $4.45 (U.S.) on a post-AMC-consolidation basis) for gross proceeds of $160,001,430 (U.S.). Each CS subscription receipt was automatically exchanged upon completion of the amalgamations, for no additional consideration, for one AMC share (on a post-AMC-consolidation basis), which was immediately exchanged for one share of the company;
2. 107,279 convertible debenture (CD) subscription receipts at $1,000 (U.S.) per CD subscription receipt for gross proceeds of $107,279,000 (U.S.). Each CD subscription receipt was automatically exchanged upon completion of the amalgamations, for no additional consideration, for one unsecured convertible debenture of AMC, which was immediately exchanged for $1,000 (U.S.) principal amount of debentures of the company.

The financing was sold by a syndicate of agents led by National Bank Financial Inc., Stifel GMP and Canaccord Genuity Corp., as lead agents, and BMO Capital Markets, CIBC Capital Markets, Cormark Securities Inc. and SCP Resource Finance LP, as agents.

For more information, see the company's annual information form dated Sept. 7, 2023, the company's material change report dated Sept. 7, 2023, and the debenture indenture dated Aug. 30, 2023, between the company and Computershare Trust Company of Canada, which are available on SEDAR+.