On September 7, 2023, Allied Gold Corporation (“Allied Gold”) completed a business combination transaction and listing on the Toronto Stock Exchange by way of a reverse take-over involving, inter alios, Allied Merger Corporation (“AMC”), Allied Gold Corp (“AGC”) and Allied Gold Corp Limited (“AGCL”), a mid-tier gold producer with production and exploration assets in Africa, pursuant to which, among other things, the former securityholders of AMC, AGC and AGCL were issued securities in the capital of Allied Gold on the terms and subject to the conditions of a business combination agreement among Mondavi Ventures Ltd. (“Mondavi”, now Allied Gold), AMC, AGC, AGCL, 1000625310 Ontario Inc. (“Mondavi Ontario Subco”) and Mondavi Subco Ltd. (“Mondavi Seychelles Subco”).
As a condition to the completion of the business combination transaction, on August 30, 2023, AMC completed a brokered private placement of 81,219,000 common share subscription receipts and 107,279 8.75% senior unsecured convertible debenture subscription receipts, raising approximately US$267 million, which subscription receipts were converted into common shares and convertible debentures of AMC (following a consolidation by AMC of its common shares on a 1:2.2585 basis) that were in turn exchanged for common shares and 8.75% senior unsecured convertible debentures of Allied Gold in connection with the closing of the business combination transaction. The common shares and convertible debentures of Allied Gold began trading on the Toronto Stock Exchange on September 11, 2023 under the symbols “AAUC” and “AAUC.DB.U”, respectively.
Immediately prior to the completion of the business combination transaction, among other things: (a) AGC and AGCL completed a plan of merger under section 201 of The Seychelles International Business Companies Act, 2016 (Act), to form “Allied Amalco”; (b) Allied Amalco and Mondavi Seychelles Subco completed a plan of merger under section 201 of The Seychelles International Business Companies Act, 2016 (Act), to form “Amalco Seychelles”; and (c) AMC and Mondavi Ontario Subco amalgamated under Section 174 of the Business Corporations Act (Ontario) to form “Amalco Ontario” and, immediately thereafter, Amalco Ontario and Mondavi amalgamated under a vertical short-form amalgamation under Section 177 of the Business Corporations Act (Ontario). In connection with the foregoing, the securityholders of Amalco Ontario received securities of Allied Gold in exchange for their securities of Amalco Ontario, the securityholders of Allied Amalco received securities of Allied Gold in exchange for their securities of Allied Amalco, and Amalco Seychelles became a wholly-owned subsidiary of Allied Gold.
Following the completion of the business combination transaction, the business of AGCL became the business of Allied Gold, a Canadian-based gold producer with a significant growth profile and mineral endowment which operates a portfolio of three producing assets and development projects located in Côte d’Ivoire, Mali, Ethiopia and Egypt. Led by a team of mining executives with operational and development experience and proven success in creating value, Allied Gold aspires to become a mid-tier next generation gold producer in Africa and ultimately a leading senior global gold producer. The transaction is the largest going public transaction in Canada this year and the largest in the gold sector in the past three years.
Cassels acted for AMC and Allied Gold.