Allied Gold Corporation

Let's bring everybody in and close the doors. I'm ready. What's that expression about being born ready? Please, those of you who can, take a seat. So let's begin. Ladies and gentlemen, good morning. I'm Peter Moroney, the Chairman and Chief Executive Officer of Allied Gold Corporation. I am pleased to welcome all of you who are attending in person and by webcast to the special meeting of shareholders of Allied Gold. Please note that this meeting, as I mentioned a moment ago, is being webcast live via audio and will be available on our website at www.alliedgold.com. following the meeting for those who are interested. I will give a brief presentation following the formal business of the meeting, which presentation will also be available on our website. And so with the consent of those present, I will elect as chairman of this meeting. And I now efficiently call the meeting to order and appoint Sofia Tsakos, our chief legal officer and corporate secretary of the company, tactic secretary of the meeting, and ComputerShare, Investor Services, Inc., through their representatives daniela munoz and shirley tom to act as scrutineers for the meeting may i ask if everyone present has registered with the scrutineers and if not would you i would ask you to please kindly do so now thank you so before we proceed i would like to comment on the voting procedures voting on the matter before us today will be by ballot the ballot On that ballot, every shareholder is entitled to vote on the matter, and that vote is one vote in respect of each share that is held. Only registered shareholders who held shares in their names as of the close of business on February the 23rd, 2026, or their validly appointed proxies are entitled to vote at this meeting. If you have already voted or sent in a proxy, There is no need for you to vote today by ballot unless you would like to change your vote. And upon checking in, the shareholders or proxy holders attending the meetings will have received a ballot. I'm assuming everyone has a ballot. You should record your vote on the ballot by marking the appropriate box and ensuring that you sign and print your name on that ballot. The scrutineers will collect all of the ballots once discussion on the arrangement resolution is complete and has concluded, and I declare the voting closed on the arrangement resolution. The results of the meeting will be publicly released and will be available on our website. I have been advised that the notice of meeting, management information circular, form of proxy, and letter of transmittal were mailed on March the 9th of this year to shareholders of record, as of February the 23rd. The declaration with respect to that mailing will be retained in the records of the company as is usual. The meeting materials were also made available on our website at again www.alliedgold.com and under the company's profile on CDAR at www.cdarplus.ca. I do not propose to read the notice of meeting. And based on the preliminary scrutineer's report, proxies were received from holders of a sufficient number of common shares to constitute a quorum. And as such, I declare that a quorum is present and this meeting is properly constituted for the transaction of business today. The final report on attendance will be retained with the records of the company again as is usual. On to the formal business. The shareholders are being asked to consider a special resolution to approve the plan of arrangement under Section 182 of the Business Corporations Act of Ontario involving the company and Zijin Gold International Company Limited to pursuant to an arrangement agreement that is dated January 26, 2026 between the company and Zijin Gold The full text of the arrangement resolution is set forth in Schedule A to the management information circular of the company. Again, that circular dated February 25 of this year. To be effective, the resolution must be approved by at least two-thirds of the votes cast by shareholders at the meeting and by a simple majority of the votes cast by shareholders at the meeting by disinterested shareholders in accordance with applicable securities laws. And I move for the approval of the arrangement resolution. Will someone please second the motion? Thank you for that. As the motion to approve the arrangement resolution has been made and seconded, at this time, each registered shareholder and proxy holder will be asked to vote by ballot on the arrangement resolution. And I declare now, I direct now that a poll be taken. Now, once you've completed your ballot, please raise your hand and the scrutineers will collect them from you. Does anyone still have a ballot that they need to submit? It seems not, so thank you for that. Please be reminded that if you've already voted or sent in a proxy, there is no need to vote by ballot unless you would like to change your vote. I will close the poll on the arrangement resolution shortly. Now, as there have been no questions received, I declare that the poll is now closed. And I've been advised by the scrutineers that based on the votes represented by proxy at this meeting, a sufficient number of votes have been cast in favor of the arrangement resolution. And I therefore declare that the arrangement resolution in the case of both votes is carried. And rather than hold up the meeting for the final tabulation of votes, I direct that the final results of the poll be included with the minutes of this meeting and filed on Cedar and Edgar as required. Now, as the formal business of the meeting has now been concluded, I move to conclude this meeting. And may I ask someone to second that motion? I second the motion. Thank you for that. You have heard the motion as moved and seconded. I declare the motion carried and the meeting is now concluded. Now, as this is perhaps the last official meeting of shareholders of this company, I thought it would be worthwhile, we as a board and management thought it would be worthwhile to recap. What is the company? Where have we come from? Where are we? Where do we expect to go? And how does this transaction relate to all of that? Let me begin by referring to the company and its assets. And while we say here that we're a unique mid-tier gold producer, mostly because we have a large and increasing mineral inventory and production platform, we are underpinned by two tier one generational minds. And we're progressing to generate high margins and strong cash flows, increasing in strong cash flows. I want to add one more thing. And some of you are in this room. Some of you are listening on this webcast. Some of you will listen to the webcast following the meeting. I would like to thank the board of directors, the management. I would like to thank each and every one of the employees in this company. I would like to thank All the local communities and the various stakeholders, without your support, we could not have achieved the success that we've achieved, certainly to date. So thank you. What makes us unique as a mid-tier gold producer is not only what is shown on this slide, but the strength, depth, competency, capabilities, and commitment of the employees that are in this room and those that are listening in or will listen in. So thank you. In terms of our mines, three jurisdictions. That tier one generational mine to which we refer, number one is Sadiola. We have an increasing life of mine production that takes it from a comparatively small production platform and near the end of a mine life in terms of oxide production to an extended mine life that is at least a couple of decades, therefore generational, at at least 300,000 ounces per year. We have a large mineral inventory of at least 10 million ounces that we carry in our books as total resources. While Côte d'Ivoire, the complex of Côte d'Ivoire is comparatively small, we also have developed a plan for its extension of mine life, and on a combined between the two mines, treating them as a complex, of 180,000 ounces per year. This makes it part of that uniqueness of the company. And of course, there's Komuk. We are in jurisdictions that are mining jurisdictions, and I include Ethiopia as a mining jurisdiction, not because it has a history of mining necessarily, but because it wants to become a mining jurisdiction. And we laud and applaud that. And we have a project that is fitting for that objective, that stated objective state. Ethiopia will become a mining jurisdiction, and Kermuk is the first mechanized large-scale mine that is in development. It is a tier one generational mine, at least 11 years of proven and probable reserves, and that number of years will continue to grow. And we have a life of mine expectation of at least 250,000 ounces of gold production per year. And when I say at least, it's because we are already planning for the advancement of some optimizations that would take that production to a higher level. Cromoc is a cash flow generation. It is a big, fat cash machine. And we are delighted that it comes into production this year. I think it's important to talk a little bit about the creation of value over time. In the course of the last several years, and certainly over the course of this year, we have in 2026 guided a production level that is 55% over the 2023 levels. We've lowered costs and we've increased our margins. We've seen an exponential growth in operating cash flow, which you see at the bottom of the slide to the right. When we look at the cash flows in 2023 as they compare to 24 and 25, and then of course 2026 is A step change as a result of Kermuk coming into production, that first phase expansion at Seriola now complete. We've improved the sustainability framework and performance as well. Kermuk is in development and undergoing optimization. Seriola has completed the first phase of its expansion and we're finding new oxide ounces that will contribute toward that production platform. We have a reserve and resource growth and that is expected to continue. In the course of the last several years, we've also undertaken several things to improve the corporate construct of the company. We consolidated the Kermuk Minori position and obtained all material permits. Why operate or develop a mine with a junior partner? Why not consolidate it all into one? That was the first act as we took the company public in 2023. We entered into the protocol agreements that provided us for the 10-year licensing under the new mining code in Mali. We enhanced engagements in relations with local stakeholders. We strengthened the license to operate across all jurisdictions. In the same time, we improved our balance sheet. We executed on a financing strategy that led us to fully finance the development of our growth. And as you are aware from a pre-release of our fourth quarter results, In the last several months, we ended the year with $480 million in cash. So we see that we are fully funded in the development of our business. And we improved the shareholder base, adding the New York Stock Exchange listing and improving our trading liquidity. And as you see on the top right, how do we perform from a stock market point of view, from a relative share value point of view? So if we compare ourselves to the GDXJ, We are a part of that index. The peers, and we're including here mostly the African peers. Gold price. Gold price has had a phenomenal run to the end of last year of 85% increase in price. But we were up 3.7 times. Our peers were up 200%. The GDXJ was up 230%. And I'm happy to contribute to say that the difference between the peers at 200% And the GDXJ, of which we are a part, as I mentioned, at 230%, is because of our spectacular performance, where we overperformed peers and drove up the overall index as well. Now, the path to realization. We say this in our information circular, but I think it's important to capture the points. We undertook a strategic review as a board of directors in 2024, late 2024. The objective was to enhance our geographical diversification, to determine what the relevance and scale of the company, or at least to better define it, strengthen our cash flow and cash balances, maximize longer-term shareholder value, mostly to reduce risk and ensure growth. And in that process, as you see again from our information circular that goes into greater detail, we looked at several strategic alternatives, including asset purchases, corporate transactions, and other options that were assessed as part of a comprehensive strategic review. This was not a one-shot event. We were more broadly looking at how we could create relevance for the company and how we could capture, unlock, and capture value. We focused a recent outreach by about the middle of last year on Asian companies that ultimately led, of course, to the transaction with Zijun. In the same period of time, we continued execute an optimization and growth strategy, optimizing our operations, advancing Kermoke, as I mentioned, the cellular expansion and the extension of mine life by finding new ounces at the Cote d'Ivoire complex. We improved our stakeholder engagement and license to operate. We improved our balance sheet and we improved our shareholder register and trading liquidity. What's the result of that strategic review? While following extensive diligence, detailed engagements, and arms-length negotiations with several parties across a range of strategic initiatives and opportunities, the review culminated in the Zijin Gold offer that was made in late January. The board determined that the offer recognized fair value while mitigating business risk, and particularly in a period of highly volatile markets. And as Zijin demonstrated a strong track record of deal execution competency and long-term asset stewardship, the board suspended its review and discussions relating to other strategic initiatives and other opportunities and recommended the offer to shareholders. So where are we then as of today? The transaction with Zijin has strategic rationale and benefit for shareholders. We are offered $44 Canadian per share. It is an all cash consideration. That represents a value of $5.5 billion, the equity value of that. It represents a 27% premium to the volume weighted average price of about 30 days to the date of announcement of the transaction. There's no financing condition. They're dealing with a purchase consideration with cash on hand and liquidity. It is a high-quality counterparty with a strong track record, not only on mergers and acquisitions, but also on stewardship and management of assets. At the end of the day, we are here for shareholders, but we're also sensitive to the fact that there are other stakeholders, and we want to make sure that those other stakeholders, local communities, employees, local governments, understand that we are not handing the baton to someone that we're not confident can competently manage these assets. It does immediately value and realizes the value of our company and it mitigates volatility. We've now convened our special shareholder meeting and we have overwhelming approval coming from our shareholders. Now the transaction completion, Our agreement provides that we have until the end of May to complete the transaction, and there are two periods of extensions for two months apiece if we're still in the regulatory approval process. We expect not to be at that point. We expect to be able to close sooner. But the transaction brings certainty and immediate value realization in this period of highly volatile markets with a significant premium to the all-time high share price of the company. So the path to completion then. We now have shareholder approval to the arrangement with, we will announce this by press release, but I hope I can say we said that it was overwhelmingly approved, more than 99% approval. So thank you to our shareholders for that impressive support. The regulatory approvals, filings have been made and we're in progress. The goal is to close as soon as possible. Timing remains subject to satisfaction of the customary closing conditions that includes receipt of all regulatory approvals and as this is a court approved plan of arrangement, the final court approval. The approval process has been undertaken cooperatively by Zijin and by Allied Gold. Both companies have demonstrated a strong discipline and a commitment to complete the required regulatory approvals expeditiously with what I would say is a sensible approach to the local requirements and also a recognition. I mentioned the volatility of the period in which we are. That volatility is not just markets and is not only gold price, but that volatility has now expanded itself to geopolitical issues as well. And so maintaining a recognition and a sensible approach to that geopolitical environment in which we find ourselves that is different from where we were when we began this process roughly a month and a half ago. So let me conclude then. Allied Gold is underpinned by two tier one generational minds with imminent and significant growth position it as a differentiated asset class. The strong fundamental value of the company has been validated by the Zijin transaction and is clearly reflected in the transaction terms. The companies are working jointly for an orderly transition, including detailed site visits that have already occurred and continue to occur, management integration plans, and then evaluating further asset optimizations and opportunities aimed at unlocking future value for the assets. We will be publishing our fourth quarter results, our end of year results this afternoon. I am told that we will not be convening a conference call tomorrow in light of the fact that we're in progress on this corporate transaction. But I should mention, in case we are at a point where we will be concluding the transaction after our first quarter results are complete, I should mention that our first quarter completes today. I am happy to say to you that we are on budget on production. It appears that we're on budget on costs. We are generating those cash flows, and we'll deliver those first quarter results by mid-May. Our annual guidance is on track. We're generating strong EBITDA margins, and we expect those margins to continue to improve. So the company, as a standalone company, is unique, as I mentioned. This transaction with Zijin endorses the value of the company, recognizes that it is a unique company, I am delighted to be here to represent that we've checked another box, which is shareholder approval. And I'm delighted to move forward with business as usual until we've closed over the course of the next month or a couple of months or so. Thank you very much, ladies and gentlemen. Does anyone have any questions? No. Coffee and refreshments are outside, so enjoy.