Exchange Bulletin
Allied Gold Corporation (AAUC, AAUC.DB.U) To Trade On Toronto Stock Exchange
September 7, 2023
Issuer: Allied Gold Corporation (the "Company")
| Security | Symbol | Issued and Outstanding Securities | Reserved Securities | Trading Currency |
|---|---|---|---|---|
| Common Shares (the "Shares") | AAUC | 250,724,253 | 43,600,749 | CDN$ |
| 8.75% Senior Unsecured Convertible Debentures (the "Debentures") | AAUC.DB.U | US$ 107,279,000 principal amount | 0 | US$ |
| Listing category: | Mining, Exempt Issuer |
| Listing and posted for trading date: | September 11, 2023 (at the opening) |
| Other market(s): | None. |
| Temporary market maker for the Shares: | Integral Wealth Securities Limited |
| Investor relations: | Gerardo Fernandez Chief Development Officer (647) 526-4258 Email: investor@alliedgold.com |
| Incorporation: | Business Corporations Act (Ontario) |
| Fiscal year end: | December 31 |
| Nature of business: | The Company 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, Côte d'Ivoire and Ethiopia. |
| Transfer agent and registrar: | 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. |
| Dividends: | 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 re-invested in the development and growth of the business, with dividends anticipated to be paid following this growth period. |
| Sponsorship: | Not applicable. |
Principal Terms of the Debentures
| Symbol: | AAUC.DB.U |
| Trading rules: | The Debentures will be quoted and traded on Toronto Stock Exchange ("TSX") in US funds and trading information regarding these Debentures will appear under the heading "Trading in US Funds" in the TSX Monthly Review. The Debentures will be quoted and traded on an accrued interest basis, i.e. all bids, offers and trades of the Debentures will reflect only the capital portion of the Debentures and will not reflect accrued interest. Accrued interest must be reflected in the seller's and buyer's settlement amount, and must be reflected on the confirmation with clients. The Debentures, which are issuable in the minimum principal amount of US$1,000 each, will be quoted based on US$100 principal amounts with all trades being made in multiples of US$1,000. The minimum trading unit of Debentures is US$1,000 and a board lot of Debentures is US$1,000. |
| Maturity date: | September 7, 2028 |
| Interest rate: | 8.75% per annum. Interest will be computed on the basis of a 360-day year. |
| Interest payment dates: | Semi-annual in arrears on September 30 and March 31 in each year. |
| Initial interest payment date: | September 30, 2023. |
| Initial interest payment amount: | US$5.59 for each US$1,000 principal amount, which will include interest accrued from September 7, 2023 to, but excluding, September 30, 2023. |
| Conversion: | At the option of the holder, at any time prior to 5:00 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 Date. The conversion price is US$5.79 per Share (the "Conversion Price"), being a conversion rate of approximately 172.71 Shares for each US$1,000 principal amount of Debentures. |
| Forced conversion provision: | The Company has the right, commencing 3 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% of the Conversion Price, by giving not less than 30 days' 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. |
| Additional information: | Pursuant to recently effected amalgamations ("Amalgamations") involving Mondavi Ventures Ltd. (as continued to the laws of Ontario under the Business Corporations Act (Ontario)), Allied Gold Corp Limited ("Allied") and Allied Merger Corporation ("AMC"), among others, Allied became a wholly-owned subsidiary of Mondavi and Mondavi changed its name to "Allied Gold Corporation". Immediately prior to completion of the Amalgamations: 1) The common shares of Mondavi were consolidated on the basis of one post-consolidated common share for every 62.6308 common shares issued and outstanding immediately prior to the consolidation (the "Mondavi Consolidation"); 2) The AMC common shares (the "AMC Shares") were consolidated on the basis of one post-consolidated AMC Share for every 2.2585 AMC Shares issued and outstanding immediately prior to the consolidation (the "AMC Consolidation"); and 3) The Allied Ordinary Shares (the "Allied Shares") were consolidated on the basis of one post-consolidated Allied Share for every 2.2585 Allied Shares issued and outstanding immediately prior to the consolidation (the "Allied 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 August 30, 2023 AMC completed private placements of subscription receipts (the "Financing") of AMC comprised of the following: 1) 81,219,000 common share subscription receipts ("CS Subscription Receipts") at an issue price of US$1.97 per CS Subscription Receipt (or US$4.45 on a post-AMC Consolidation basis) for gross proceeds of US$160,001,430. 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; and 2) 107,279 convertible debenture subscription receipts ("CD Subscription Receipts") at US$1,000 per CD Subscription Receipt for gross proceeds of US$107,279,000. Each CD Subscription Receipt was automatically exchanged upon completion of the Amalgamations, for no additional consideration, for one unsecured convertible debenture of AMC ("AMC Debenture"), which was immediately exchanged for US$1,000 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. |
| Disclosure documents: | The Company's Annual Information Form dated September 7, 2023, the Company's Material Change Report dated September 7, 2023, and the Debenture indenture dated August 30, 2023 between the Company and Computershare Trust Company of Canada, which are available at www.sedarplus.ca. Capitalized terms not otherwise defined herein are as defined in the disclosure documents. |
| TSX contact: | Selma Thaver, Managing Director, TSX Listings |