TSX- and NYSE-listed Allied Gold has agreed to be acquired by Hong Kong–listed Zijin Gold in a friendly all-cash transaction valued at about C$5.5-billion.

Under the terms of a definitive arrangement agreement announced on Monday, Zijin Gold will acquire all of Allied Gold’s issued and outstanding shares for C$44 a share in cash. The offer represents a premium of about 27% to Allied Gold’s 30-day volume-weighted average price on the TSX as at January 23.

The transaction delivers an equity value of C$5.5-billion and is expected to close by late April.

Allied Gold chairperson and CEO Peter Marrone described the transaction as a "highly attractive all-cash offer" for the company at what represents an all-time high for its share price.

"The transaction is also a testament to the exceptional efforts of the entire Allied Gold team to identify, finance, optimise, 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," he said.

He added that Zijin Gold is among the world’s largest mining companies with a proven track record of successful international transactions, project development and operational excellence. 

“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.”

Zijin Gold chairperson Hongfu Lin said the acquisition aligned with the company’s international growth strategy. "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.”

The offer will be funded from Zijin Gold’s existing cash balances and available liquidity and is not subject to financing conditions.

Allied Gold said directors and officers representing about 15.4% of issued shares had entered into voting support agreements in favour of the transaction.

The deal will be implemented through a plan of arrangement under Ontario corporate law and includes customary deal protection provisions, including a non-solicitation clause, a fiduciary out, and a termination fee of C$220-million under certain circumstances.

Following a competitive process initiated in mid-2025, and oversight by a special committee of the board, the company concluded that a sale to Zijin Gold represented the most attractive outcome for shareholders.

The board unanimously approved the transaction and received a fairness opinion from Scotiabank, confirming that the consideration is fair from a financial perspective.

Completion of the transaction is subject to approval by at least 66⅔% of votes cast by Allied Gold shareholders, as well as court and regulatory approvals, including under Canada’s Investment Canada Act and competition and regulatory authorities in multiple jurisdictions.

Upon completion, Allied Gold will be delisted from the TSX and NYSE and will cease to be a reporting issuer in Canada and the US.