Allied Gold announced it has entered into a definitive arrangement agreement under which Zijin Gold International Company Limited will acquire all issued and outstanding Allied Gold shares for C$44 per share in cash, valuing the equity at approximately C$5.5 billion.
The offer price represents an approximate 27% premium to Allied Gold’s 30-day volume weighted average price on the TSX as of the close on January 23, 2026, and the companies said the transaction provides immediate, certain value through an all-cash consideration with no financing condition.
The deal will be completed via a court-approved plan of arrangement under Ontario’s Business Corporations Act. Allied Gold said closing is expected by late April 2026, subject to shareholder approval, customary court approval, Investment Canada Act approval, and other third-party and regulatory clearances in multiple jurisdictions, including the People’s Republic of China. Following completion, Allied Gold’s shares are expected to be delisted from the TSX and NYSE, and the company would cease to be a reporting issuer in Canada and the United States.
Under the arrangement agreement, Allied Gold is subject to customary deal protections, including a non-solicitation covenant and a fiduciary out, and the agreement includes a C$220 million termination fee payable in specified circumstances. Allied Gold’s outstanding convertible debentures are to be acquired for cash based on the number of shares issuable upon conversion under the change of control conversion mechanics, multiplied by the offer price, plus accrued and unpaid interest.
Allied Gold said directors and officers representing approximately 15.4% of the company’s outstanding shares have entered voting support agreements to vote in favor of the transaction. The transaction requires approval by 66⅔% of votes cast at a shareholder meeting, plus a separate majority of votes cast excluding management and board members.
The company framed the sale as the outcome of a strategic review process that began in 2024 and intensified in summer 2025, during which it evaluated staying standalone, pursuing partnerships or joint ventures, and undertaking asset-level or corporate-level transactions.
The board unanimously approved the deal following a recommendation from a special committee, and Scotiabank provided a fairness opinion to the board and special committee that, as of January 24, 2026, the consideration is fair from a financial point of view to shareholders, excluding interested parties.
Zijin Gold described the acquisition as consistent with its strategy of adding high-quality gold assets and expanding its footprint in Africa, citing Allied Gold’s portfolio across Ethiopia, Mali, and Côte d’Ivoire and highlighting long-life assets and expansion potential.
KEY QUOTES
“The announced transaction provides a highly attractive all-cash offer for Allied Gold at what represents an all-time high for the company’s share price, crystallizing significant and certain value for its shareholders. The Transaction is also a testament to the exceptional efforts of the entire Allied Gold team to identify, finance, optimize, grow, and develop what we have always known is a world-class portfolio of gold assets across Africa, and it is also an endorsement of these high-quality assets and the mining-friendly jurisdictions where they are located.”
“Zijin Gold is among the world’s largest mining companies with a proven track record of successful international transactions, project development and operational excellence. Of critical importance, Zijin Gold shares Allied Gold’s sustainability values, prioritizing employee safety and well-being, environmental performance, and fostering meaningful engagement and collaboration with external stakeholders. All of this, together with our ongoing strategy for resource growth, development, and operational excellence, is expected to continue advancing while creating significant value for this high-quality portfolio of assets for all stakeholders.”
“In light of the significant and immediate value being provided to our shareholders, along with the compelling track record of Zijin Gold, Allied Gold’s Board of Directors recommends that shareholders vote in favour of the transaction at the special meeting of the shareholders to be called to approve the transaction.”
Peter Marrone, Chairman and Chief Executive Officer, Allied Gold
“Allied Gold has successfully assembled and advanced a portfolio of large-scale, long-life gold assets with compelling expansion potential. As the prospective new owners, we look forward to working with stakeholders in Ethiopia, Mali and Cote d’Ivoire to further advance these operations. Sadiola and Kurmuk are generational assets which we expect to provide multi-decade production, complemented by the meaningful production from the CDI Complex. The acquisition is consistent with our strategy of acquiring high-quality gold assets and expands our presence in Africa.”
Hongfu Lin, Chairman, Zijin Gold
