Allied Gold (NYSE:AAUC) shareholders approved a plan of arrangement involving Zijin Gold International Company Limited at a special meeting, according to remarks delivered by Chairman and Chief Executive Officer Peter Marrone. The meeting, held with in-person and webcast attendance, resulted in the arrangement resolution being carried based on votes represented by proxy and subsequent ballot collection.
Shareholders approve arrangement resolution
Marrone opened the meeting by outlining voting procedures and eligibility, noting that only registered shareholders of record as of the close of business on Feb. 23, 2026, and their validly appointed proxies, were entitled to vote. Voting on the arrangement resolution was conducted by ballot, with scrutineers from Computershare Investor Services Inc. appointed to collect and tabulate votes.
After ballots were collected and the poll closed, Marrone said he had been advised by the scrutineers that “a sufficient number of votes have been cast in favor of the arrangement resolution,” and he declared the resolution carried. He said final results would be included with the meeting minutes and filed on SEDAR and EDGAR as required. Later in his presentation, Marrone characterized the shareholder support as “overwhelming,” adding that he expected the company to report “more than 99% approval” in a press release.
Company overview and asset base
Following the formal business, Marrone provided a recap of the company’s asset base and strategy, calling Allied Gold a “unique mid-tier gold producer” underpinned by “two Tier One generational mines” and an expanding mineral inventory and production platform. He also thanked the board, management, employees, local communities, and other stakeholders for their support.
In discussing the company’s operating footprint, Marrone highlighted operations across three jurisdictions and pointed to growth plans at key assets:
- Sadiola: Marrone said the mine is transitioning from a smaller, late-stage oxide operation to an extended mine life “at least a couple of decades” with production “at least 300,000 ounces per year.” He cited “at least 10 million ounces” of total resources carried on the company’s books.
- Côte d’Ivoire complex: While described as “comparatively small,” Marrone said the company has developed a plan to extend mine life and, treating the two mines as a complex, targets combined production of “180,000 ounces per year.”
- Kurmuk (Ethiopia): Marrone said Kurmuk is expected to be the first mechanized large-scale mine in development in the country and described it as a Tier One asset with “at least 11 years of proven and probable reserves.” He said the mine has a life-of-mine expectation of “at least 250,000 ounces of gold production per year,” with optimization work already being considered to increase output. Marrone also said Kurmuk is expected to enter production this year.
Operational performance and corporate actions
Marrone said the company’s 2026 production guidance was “55% over the 2023 levels,” alongside lower costs, improved margins, and what he described as “exponential growth in operating cash flow.” He attributed a “step change” in 2026 performance expectations to Kurmuk coming into production and the completion of the first phase of the Sadiola expansion.
He also outlined corporate actions taken in recent years, including consolidating the Kurmuk minority position and obtaining material permits, entering protocol agreements in Mali that provided 10-year licensing under a new mining code, strengthening stakeholder relationships, and improving the balance sheet through a financing strategy intended to fully fund growth. Marrone said the company ended the year with $480 million in cash, referencing a pre-release of fourth-quarter results.
On market performance, Marrone compared Allied Gold’s share performance to gold prices, peers, and the GDXJ index, saying that while gold prices increased 85% through the end of last year, Allied Gold’s shares were up “3.7 times,” compared with peers up 200% and GDXJ up 230%.
Strategic review and rationale for the Zijin transaction
Marrone said the board began a strategic review in late 2024, with objectives including enhancing geographic diversification, defining the company’s relevance and scale, strengthening cash flow and cash balances, maximizing long-term shareholder value, and reducing risk while ensuring growth. He said the review considered multiple strategic alternatives, including asset purchases and corporate transactions, and that outreach to Asian companies around the middle of last year ultimately led to the Zijin transaction.
According to Marrone, the review culminated in a Zijin offer made in late January. He said the board determined the offer recognized fair value while mitigating business risk “particularly in a period of highly volatile markets,” and described Zijin as having a strong track record in deal execution and long-term asset stewardship. Marrone said the board suspended other strategic discussions and recommended the offer to shareholders.
Transaction terms, timeline, and next steps
Marrone said the transaction provides CAD 44 per share in all-cash consideration, representing an equity value of $5.5 billion and a 27% premium to the approximately 30-day volume-weighted average price prior to announcement. He added that there is no financing condition, stating that Zijin will fund the purchase consideration with cash on hand and liquidity.
On timing, Marrone said the arrangement agreement provides until the end of May to complete the transaction, with two possible two-month extensions if regulatory approvals are still in process. He said the companies expect to close sooner, subject to customary closing conditions including regulatory approvals and final court approval under the plan of arrangement.
Marrone said the companies are working jointly on an “orderly transition,” including site visits, management integration plans, and evaluation of potential asset optimizations. He also said Allied Gold planned to publish fourth-quarter and year-end results “this afternoon,” and that the company would not hold a conference call the next day due to the ongoing corporate transaction. Marrone added that the first quarter ended that day and said the company appeared to be on budget for production and costs, with first-quarter results expected by mid-May.
About Allied Gold (NYSE:AAUC)
Allied Gold (NYSE: AAUC) is a publicly listed company that operates in the gold mining sector. The firm’s business centers on identifying, acquiring and advancing gold-bearing properties with the objective of creating and operating economically viable mining assets. Allied Gold’s activities are typical of junior and mid-tier gold companies, encompassing exploration, resource definition, development planning and the eventual production and sale of gold.
Core business activities for Allied Gold include mineral exploration programs to discover and delineate gold resources, feasibility and engineering studies to assess project economics, permitting and mine development work where projects progress to the construction phase, and operational oversight for producing assets.
