Zijin Gold to Acquire Allied Gold in C$5.5 Billion All-Cash Deal

Zijin Gold Agrees to Buy Allied Gold for C$5.5 Billion in Friendly All-Cash Takeover

TSX- and NYSE-listed Allied Gold has agreed to be acquired by Hong Kong–listed Zijin Gold in a friendly, all-cash transaction valued at approximately C$5.5 billion.

Under the terms of a definitive arrangement agreement announced on Monday, Zijin Gold will acquire all of Allied Gold’s issued and outstanding shares for C$44 per share in cash.

The offer represents a premium of about 27% to Allied Gold’s 30-day volume-weighted average share price on the Toronto Stock Exchange as at January 23.

The transaction implies an equity value of C$5.5 billion and is expected to close by late April, subject to shareholder, court and regulatory approvals.

Allied Gold chairperson and CEO Peter Marrone described the deal as a “highly attractive all-cash offer” that values the company at an all-time high share price.

“The transaction is a testament to the exceptional efforts of the entire Allied Gold team to identify, finance, optimise, grow and develop what we have always known to be a world-class portfolio of gold assets across Africa,” Marrone said. “It also represents a strong endorsement of the quality of these assets and the mining-friendly jurisdictions in which they are located.”

Marrone added that Zijin Gold is one of the world’s largest mining companies, with a proven track record in international acquisitions, project development and operational excellence.

“Given the significant and immediate value being delivered to shareholders, together with Zijin Gold’s compelling track record, Allied Gold’s board of directors unanimously recommends that shareholders vote in favour of the transaction at the special meeting to be convened for its approval,” he said.

Zijin Gold chairperson Hongfu Lin said the acquisition aligns with the company’s international expansion strategy.

“As prospective new owners, we look forward to working with stakeholders in Ethiopia, Mali and Côte d’Ivoire to further advance these operations,” Lin said. “Sadiola and Kurmuk are generational assets expected to deliver multi-decade production, complemented by meaningful output from the CDI Complex. This acquisition is consistent with our strategy of securing high-quality gold assets and expanding our footprint in Africa.”

The transaction will be funded from Zijin Gold’s existing cash balances and available liquidity and is not subject to financing conditions.

Allied Gold said that directors and officers representing approximately 15.4% of the company’s issued shares have entered into voting support agreements in favour of the deal.

The acquisition will be completed by way of a court-approved plan of arrangement under Ontario corporate law and includes customary deal protection provisions, such as a non-solicitation clause, a fiduciary-out provision and a termination fee of C$220 million under certain circumstances.

Following a competitive process launched in mid-2025 and overseen by a special committee of the board, Allied Gold concluded that a sale to Zijin Gold offered the most compelling outcome for shareholders.

The board unanimously approved the transaction and received a fairness opinion from Scotiabank confirming that the consideration is fair from a financial perspective.

Completion of the transaction is subject to approval by at least 66⅔% of the votes cast by Allied Gold shareholders, as well as court approval and regulatory clearances, including under Canada’s Investment Canada Act and from competition and regulatory authorities in multiple jurisdictions.

Upon completion, Allied Gold will be delisted from the TSX and the NYSE and will cease to be a reporting issuer in both Canada and the United States.