Zijin Gold to acquire Allied Gold Corporation for C$5.5 billion

Cassels and Fasken among advisors on the deal

Zijin Gold International Company Limited has agreed to acquire Allied Gold Corporation in an all-cash transaction with an equity value of approximately C$5.5 billion.  

Under a definitive arrangement agreement announced January 26, 2026, Zijin Gold will acquire all of the issued and outstanding shares of Allied Gold at a price of C$44 per share in cash. The offer represents a premium of approximately 27 percent over Allied Gold's 30-day volume-weighted average price on the TSX as of market close on January 23, 2026. The deal has no financing conditions, with Zijin Gold using its existing cash balances and available liquidity to fund the purchase.  

The transaction will be completed via a plan of arrangement under the Business Corporations Act (Ontario). It follows a strategic review that Allied Gold launched in 2024 to evaluate options for maximizing shareholder value, including potential partnerships, acquisitions, and other alternatives.  

The deal would give Zijin Gold control of Allied Gold's portfolio of large-scale, long-life gold assets in Ethiopia, Mali and Côte d'Ivoire, including the Sadiola and Kurmuk projects, which Zijin Gold describes as "generational assets" expected to provide multi-decade production, complemented by production from the CDI Complex.  

"The announced Transaction provides a highly attractive all-cash offer for Allied Gold at what represents an all-time high for the Company's share price, crystallizing significant and certain value for its shareholders," Allied Gold chairman and CEO Peter Marrone said in a press release. He described Zijin Gold as sharing Allied Gold's sustainability values and noted the acquirer's "proven track record of successful international transactions, project development and operational excellence."  

"Allied Gold has successfully assembled and advanced a portfolio of large-scale, long-life gold assets with compelling expansion potential," said Zijin Gold chairman Hongfu Lin. "The acquisition is consistent with our strategy of acquiring high-quality gold assets and expands our presence in Africa."  

Allied Gold's board of directors has unanimously recommended the transaction following a review by a special committee, which determined it represented the most attractive and value-maximizing option for shareholders. Scotiabank provided a fairness opinion to the board and special committee. Directors and officers holding approximately 15.4 percent of Allied Gold's outstanding shares have entered into voting support agreements.  

The arrangement agreement includes customary deal protection provisions, including a non-solicitation covenant and a fiduciary out that would permit Allied Gold's board to accept a superior proposal. A termination fee of C$220 million is payable by Allied Gold to Zijin Gold in certain specified circumstances.  

On the transaction, Allied Gold is being advised by Moelis & Company LLC as financial advisor, with Cassels Brock & Blackwell LLP as Canadian legal counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP as U.S. legal counsel. Scotiabank is acting as financial advisor to the special committee. Zijin Gold is being advised by RBC Capital Markets as financial advisor and Fasken Martineau DuMoulin LLP as Canadian legal advisor.  

The transaction is subject to approval of 66⅔ percent of votes cast by Allied Gold shareholders at a special meeting, and a simple majority of votes cast excluding management and the board. Other conditions include court approval, approval under the Investment Canada Act, no material adverse changes to Allied Gold, and other customary closing conditions including regulatory approvals in various jurisdictions. Following completion, Allied Gold's shares will be delisted from the TSX and NYSE.  

The deal is expected to close in late April 2026, subject to satisfaction of closing conditions.  

  

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