Allied Gold Partners Strategically with Ambrosia Investment Holding (UAE)

Allied Gold Corporation (TSX: AAUC, OTCQX: AAUCF) (“Allied” or the “Company”) has entered into a pivotal strategic partnership with Ambrosia Investment Holding (“Ambrosia”), a UAE-based investment firm. This partnership marks a significant milestone in realizing immediate value from Allied’s Sadiola mine in Mali while strengthening the Company's financial position and reinforcing its ambitious growth trajectory.

Strengthening Growth Through Strategic Synergies

The collaboration will harness Ambrosia’s extensive regional and international expertise, leveraging its strong influence across Africa and the Middle East. This aligns with Allied’s technical proficiency, operational expertise, and public market acumen. Together, both entities aim to accelerate growth, optimize mining operations, and enhance shareholder value. The partnership further validates Allied’s aggressive expansion strategy, particularly in Mali, where it is undertaking a phased expansion of the Sadiola mine.

UAE’s Growing Influence in African Investments

The United Arab Emirates has emerged as Africa’s leading investor, surpassing China, with commitments exceeding US$110 billion across various sectors between 2019 and 2023. This includes US$72 billion invested in renewable energy. Ambrosia’s involvement underscores the increasing financial influence of UAE-based firms in Africa’s mining sector.

Unlocking Over US$500 Million in Value

The transaction will yield total proceeds of over US$500 million, including US$250 million in upfront cash, thereby strengthening Allied’s financial standing. This influx of capital will enable the company to further its transformational growth initiatives, particularly the development of its Kurmuk project in Ethiopia and the ongoing expansion at Sadiola in Mali.

Expansion and Production Targets

Kurmuk Project in Ethiopia

- Expected production start: Mid-2026

- Projected output: 290,000 ounces of gold per year (first 4 years)

- Long-term production: 240,000 ounces annually

- Proven and Probable Reserves: 2.7 million ounces of gold

- Mine life projection: 15+ years

Sadiola Mine Expansion

- 2023 production: 170,000 ounces

- Mid-term goal: 200,000–230,000 ounces per year

- Phase Two expansion (completion by 2028):

> First 4 years: 400,000 ounces per year

> Long-term: 300,000 ounces annually over 19 years

- Mineral Reserves: 7.2 million ounces

The Company is conducting metallurgical and engineering studies to optimize recovery rates and maximize production beyond these targets.

Renewable Energy Solutions for Sadiola

A crucial aspect of the partnership involves implementing a state-of-the-art renewable energy system for the Sadiola mine. Under an agreement with UAE-based ATGC LLC, a photovoltaic power generation system and advanced solid-state energy storage will be installed by July 2026. This will ensure a stable, cost-effective, and environmentally friendly energy supply for at least 12 years, reducing the mine’s reliance on fossil fuels and lowering operating costs.

Transaction Structure and Key Components

Sale of 50% Stake in Allied Holding

Allied will sell 50% of its interest in Allied Gold ML Corp. (“Allied Holding”) to Ambrosia, covering its Mali operations, including an 80% stake in SEMOS (Societe d'Exploitation des Mines d'Or de Sadiola SA).

> Upfront cash payment: US$145 million

> Deferred cash consideration: US$230 million (present value)

A 50:50 joint venture will be formed, with Allied retaining operational control of SEMOS and leading ongoing value-enhancement initiatives.

Share Subscription and Market Support

Ambrosia will acquire 46,044,270 common shares in Allied through a private placement at CDN$3.40 per share, totalling CDN$156.55 million. These funds will directly support the phased Sadiola expansion.

Additionally, Ambrosia has expressed its intention to increase its stake in Allied through market purchases, aiming for up to 19% ownership, subject to company approval.

Strategic Advantages of the Partnership

Regional Expertise and Influence

Ambrosia’s deep ties within West Africa, particularly Mali, coupled with strong backing from UAE authorities, will complement Allied’s operations. This collaboration opens new avenues for value creation across emerging markets.

Sustainable Power and Cost Optimization

The introduction of renewable energy solutions will improve cost efficiency at Sadiola ahead of the second-phase expansion. Allied also gains access to ATGC’s advanced energy expertise, enhancing sustainability efforts across its mining sites.

Immediate Value Realization for Shareholders

This transaction immediately unlocks value for Allied’s investors, reinforcing the Sadiola mine’s premium valuation of US$750 million. Furthermore, retaining 40% ownership ensures continued exposure to its long-term growth.

Financial Strength and Expansion Potential

The US$500 million capital injection significantly enhances Allied’s financial flexibility, enabling it to pursue strategic growth opportunities, optimize capital allocation, and advance exploration projects across its portfolio.

Maximizing Returns in a High-Potential Region

The partnership underscores the immense geological potential of the Mali-Senegal shear zone, home to multiple multi-million-ounce gold deposits. This creates lucrative prospects for long-term returns on investment.

Peter Marrone, Allied’s Chairman and CEO, commented, “We are delighted with the formation of this strategic alliance and to partner with such influential persons who have a similar understanding and appreciation of Sadiola and the Republic of Mali. Our approach is to establish rapport and build relationships in the countries in which we operate. Our new partners are similarly minded and have experiences in the country that complement ours. We were also impressed with the commitment of the Government of The United Arab Emirates in Africa at large and the Republic of Mali specifically. This is an impressively unique transaction in that it brings together a Canadian company whose management has significant experience and engagement in the country and whose operational competence and experience is tier one, with individuals with comparable in-country experience and bringing a unique and very well-priced power solution to Sadiola which will reduce costs and create a better, longer life operation. We believe this collaboration is the first of its kind, with a Canadian company partnering with Emirati entrepreneurs and business persons investing in Mali. We welcome them as partners in Mali and as shareholders and supporters of our broader growth plans.”

Mr. Ahmed Amer Al Amry, Chairman of Ambrosia, stated: “We are delighted to partner with Allied Gold. We have been looking for some time at establishing an alliance with a high-quality precious metals mining company. We have found that in Allied Gold with its impressive portfolio of assets and management team. We are excited to be a shareholder and will continue to support the efforts of the company. We also look forward to our partnership in Sadiola, which we view as an exceptional opportunity. With the support of the United Arab Emirates government and given our familiarity with the country, we will work cooperatively with the Republic of Mali government, side by side with our partner Allied Gold, to realize, maximize, and expedite the inherent significant value in Sadiola.”

Senior Advisor to the transaction, Omar Abu-Sharif, CEO of Resonance Capital said: “We are delighted with this landmark transaction that was achieved through a strategic vision and structuring innovation, bringing together distinguished and experienced investors from the UAE, and a leading precious metals mining group. This partnership marks the beginning of a strong and promising future, built on a shared vision, expertise, and long-term growth potential.”

Next Steps and Regulatory Approvals

Allied and Ambrosia have signed a definitive subscription agreement for the private placement and binding term sheets outlining other aspects of the partnership. The transaction’s completion is contingent on:

- Finalizing a definitive share purchase agreement

- Establishing a joint venture governance framework

- Executing a power supply contract with ATGC

- Securing regulatory and third-party approvals

The private placement is expected to close by March 17, 2025, subject to standard closing conditions and TSX approval. Shares issued will be subject to a four-month holding period, as per Canadian securities laws.

The partnership between Allied Gold Corporation and Ambrosia Investment Holding is a transformative step, unlocking immediate value while securing long-term growth. This strategic collaboration strengthens Allied’s financial foundation, optimizes its mining assets, and aligns with a sustainable future powered by renewable energy.