Allied Gold (AAUC) investors back Zijin arrangement with 99% support

Rhea-AI Filing Summary

Allied Gold Corporation held a special meeting of shareholders on March 31, 2026 to vote on an arrangement with Zijin Gold International Company Limited under section 182 of the Business Corporations Act (Ontario).

Out of 125,214,565 total shares issued and outstanding at the February 23, 2026 record date, 76,556,705 shares were represented in person or by proxy, meaning 61.14% of outstanding shares participated. Shareholders approved the special Arrangement Resolution, with 76,206,335 votes for and 349,698 votes against, representing 99.54% for and 0.46% against on the poll.

The resolution also passed the required majority of the minority test, excluding common shares held by interested parties, with 59,621,291 votes for and 349,698 votes against, or 99.42% for and 0.58% against. This clears shareholder approval for the proposed arrangement described in the company’s circular.

Insights

M&A and corporate governance analyst

Shareholders overwhelmingly approved Allied Gold’s arrangement with Zijin, clearing a key deal hurdle.

The special meeting shows strong shareholder engagement, with 61.14% of outstanding shares represented. The Arrangement Resolution tied to the Zijin Gold International Company Limited agreement received 99.54% of votes cast in favour on the overall poll, far above the two‑thirds requirement.

Importantly, the deal also satisfied the minority approval requirement, with 99.42% of minority votes supporting it after excluding interested parties’ shares. This dual approval under the Business Corporations Act (Ontario) and applicable securities laws removes a central shareholder-consent condition; remaining steps will follow the arrangement agreement and court oversight.

Key Figures

Total shares outstanding: 125,214,565 shares Shares represented at meeting: 76,556,705 shares Meeting turnout: 61.14% +5 more

8 metrics

Total shares outstanding 125,214,565 shares Issued and outstanding at record date February 23, 2026

Shares represented at meeting 76,556,705 shares Special meeting participation on March 31, 2026

Meeting turnout 61.14% Percentage of outstanding shares represented at the meeting

Arrangement votes for (overall) 76,206,335 votes Votes for Arrangement Resolution on poll

Arrangement votes against (overall) 349,698 votes Votes against Arrangement Resolution on poll

Support for arrangement (overall) 99.54% Percentage of votes cast in favour of Arrangement Resolution

Minority votes for arrangement 59,621,291 votes Minority approval excluding interested parties’ shares

Minority support percentage 99.42% Minority votes cast in favour of Arrangement Resolution

Key Terms

Arrangement Resolution, Business Corporations Act (Ontario), National Instrument 51-102, minority vote, +1 more

5 terms

Arrangement Resolution financial

"the special resolution (the “Arrangement Resolution”) was approved by the shareholders"

Business Corporations Act (Ontario) regulatory

"approving the arrangement under section 182 of the Business Corporations Act (Ontario)"

A provincial law that sets the legal rules for creating, running and winding up corporations incorporated in Ontario; think of it as the operating manual and rulebook that companies and their leaders must follow. It matters to investors because it defines shareholder rights, director duties, reporting and approval processes for major actions like mergers or sales, so those rules affect governance, transparency, legal risk and the value of an investment.

National Instrument 51-102 regulatory

"National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”)"

National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.

minority vote financial

"50%+1 of the minority vote, excluding common shares held by interested parties"

continuous disclosure obligations regulatory

"National Instrument 51-102 - Continuous Disclosure Obligations"

A legal duty for publicly traded companies to quickly share any material information about their business, finances, operations, or risks with the market so all investors have the same facts at the same time. It matters because timely, equal access to key news helps prices reflect true value, reduces the chance of sudden surprises, and protects investors from unfair advantage—like keeping a public scoreboard updated so everyone sees the current score.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number 001-42672

ALLIED GOLD CORPORATION

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Royal Bank Plaza, North Tower 

200 Bay Street, Suite 2200

Toronto, Ontario

M5J 2J3

Tel: 1-833-363-4435

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ¨ Form 40-F x

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALLIED GOLD CORPORATION
Date: March 31, 2026	By:	/s/ Sofia Tsakos
		Sofia Tsakos
		Chief Legal Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit Number		Description
99.1		Report of Voting Results of the Special Meeting of Shareholders

Exhibit 99.1

Special Meeting of Shareholders of
Allied Gold Corporation (the “Company”)

March 31, 2026

REPORT OF VOTING RESULTS

National Instrument 51-102 -
Continuous Disclosure Obligations (“NI 51-102”)

Section 11.3

In accordance with section 11.3 of NI 51-102 and following the special meeting of shareholders of the Company held on March 31, 2026 (the “Meeting”), we hereby advise of the following voting results as tabulated by the scrutineers for the Meeting. The matter considered at the Meeting is described in greater detail in the management information circular of the Company dated February 25, 2026 (the “Circular”), which is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Total shares issued and outstanding at record date of February 23, 2026			–				125,214,565
Total shares represented at the Meeting in person and by proxy			–				76,556,705
Percentage of outstanding shares represented at the Meeting			–				61.14	%

Arrangement Resolution

Based on proxies received and a vote conducted by ballot at the Meeting, the special resolution (the “Arrangement Resolution”) was approved by the shareholders of the Company. The full text of the Arrangement Resolution is included as Schedule A to the Circular, approving the arrangement under section 182 of the Business Corporations Act (Ontario), pursuant to the arrangement agreement between the Company and Zijin Gold International Company Limited dated January 26, 2026, as amended from time to time, as more particularly described in the Circular. The final voting results of the poll taken on the Arrangement Resolution are set forth below:

				Votes By Poll
		Outcome of Vote		Votes For				Votes Against
66 2/3% special majority vote		Carried			76,206,335				349,698
					(99.54	)%			(0.46	)%

		Outcome of Vote		Votes For				Votes Against
50%+1 of the minority vote, excluding common shares held by interested parties in accordance with applicable securities laws		Carried			59,621,291				349,698
					(99.42	)%			(0.58	)%

FAQ

What did Allied Gold Corporation (AAUC) shareholders approve at the March 31, 2026 special meeting?

Shareholders approved a special Arrangement Resolution for an arrangement under the Business Corporations Act (Ontario) with Zijin Gold International Company Limited. This resolution, detailed in the management information circular, received very strong support in both overall and minority shareholder voting at the special meeting.

How many Allied Gold (AAUC) shares were represented at the special meeting?

A total of 76,556,705 Allied Gold shares were represented in person or by proxy at the meeting. This corresponds to 61.14% of the 125,214,565 shares issued and outstanding at the February 23, 2026 record date, indicating solid participation in the approval process.

What were the vote results on Allied Gold’s Arrangement Resolution with Zijin?

The Arrangement Resolution received 76,206,335 votes for and 349,698 votes against, or 99.54% for and 0.46% against. These results show the special resolution comfortably exceeded the required 66 2/3% approval threshold on a poll of votes cast at the meeting.

Did Allied Gold (AAUC) obtain the required minority shareholder approval for the arrangement?

Yes. Excluding common shares held by interested parties, the resolution passed the minority vote requirement with 59,621,291 votes for and 349,698 against. This represents 99.42% support and 0.58% opposition among minority shareholders, satisfying applicable securities law conditions.

What was the total number of Allied Gold (AAUC) shares outstanding at the record date?

At the February 23, 2026 record date, Allied Gold had 125,214,565 shares issued and outstanding. This figure serves as the baseline for calculating meeting participation, turnout percentages and determining the proportion of shares represented in the special meeting vote.

Where can investors find more details about Allied Gold’s arrangement with Zijin?

Details are provided in Allied Gold’s management information circular dated February 25, 2026, including the full Arrangement Resolution text in Schedule A. The circular is available under the company’s issuer profile on SEDAR+ and on EDGAR, offering comprehensive background on the transaction.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 13.0 KB