Allied Gold Corp Limited & Allied Merger Corporation (AMC) entered into a binding letter agreement to acquire Mondavi Ventures Ltd. in a reverse merger transaction on May 11, 2023. Allied Gold Corp Limited & Allied Merger Corporation executed a business combination agreement to acquire Mondavi Ventures Ltd. in a reverse merger transaction on August 30, 2023. The Letter Agreement was negotiated at arm?s length between representatives of Allied, AMC and Mondavi. In this news release, references to the ?Resulting Issuer? are to Mondavi after the closing of the RTO, which will be the continuing public issuer carrying on the business of Allied. Allied, AMC and Mondavi will negotiate a definitive agreement (the ?Definitive Agreement?), substantially on the terms of the Letter Agreement, in connection with completing the RTO. Although the final structure of the RTO is subject to ongoing tax and legal advice, it is currently contemplated that a newly-incorporated, wholly-owned subsidiary of Mondavi will amalgamate with Allied and AMC to form ?Amalco?, which will be a wholly-owned subsidiary of Mondavi upon completion of the RTO. As part of the RTO, and subject to any required shareholder and regulatory approvals, Mondavi will, among other things, change its name to ?Allied Gold Corporation? and consolidate its common shares on a ratio to be determined. In addition, if requested by Allied and AMC, Mondavi will continue the company from British Columbia to Ontario, adopt new by-laws and other corporate policies, increase the size of and reconstitute the board of directors and adopt new security-based compensation arrangements.

The following are the proposed officers and directors of the Resulting Issuer, with additional independent directors to include recognized industry leaders: Peter Marrone, Chairman & Chief Executive Officer, Daniel Racine, President and Director, Jason LeBlanc, Chief Financial Officer, Basie Maree, Chief Operating Officer, Gerardo Fernandez, Chief Development Officer, Sofia Tsakos, Chief Legal Officer, Greg Winch, Chief Geology & Strategic Officer, Justin Dibb, Vice Chairman will transition to Vice Chairman and advisor of the Resulting Issuer, Stephan Theron, Director will transition to a director of the Resulting Issuer, Jane Sadowsky, Director, John Begeman, Director and Dino Titaro, Director. Closing is subject to the execution and completion of definitive agreements, completion of the Financing, completion of all conditions precedent to the Going Public Event and receipt of all required regulatory, corporate, shareholder and third-party approvals and consents, including the approval of the TSX.

It is proposed that a subscription receipt financing (the ?Financing?) for minimum aggregate gross proceeds of approximately CAD 400 million will be conducted by AMC in connection with the completion of the RTO. The Financing will consist of a best-efforts private placement of approximately (i) approximately CAD 270 million in common share subscription receipts (the ?CS Subscription Receipts?), and concurrently (ii) approximately CAD 130 million in unsecured convertible debenture subscription receipts (the ?CD Subscription Receipts?, and together with the CS Subscription Receipts, the ?Subscription Receipts?). The Financing will be led by National Bank Financial Inc. (?NBF?), Stifel GMP (?Stifel GMP?), and Canaccord Genuity Corp. (?Canaccord? and together with NBF and Stifel GMP, the ?Active Bookrunners?) on their own behalf and on behalf of a syndicate of agents including BMO Capital Markets, CIBC Capital Markets, Cormark Securities Inc. and SCP Resource Finance LP (collectively with the Active Bookrunners, the ?Agents?). The net proceeds of the Financing will be used by the Resulting Issuer to carry out Allied?s planned growth strategy, including its ongoing optimization and development work, and for general corporate purposes. The transaction is expected to be completed on June 15, 2023. As of June 9, 2023, the transaction is expected to close on or about July 17, 2023.

SCP Resource Finance LP is acting as financial advisor to Allied and AMC in connection with financing matters. Cassels Brock & Blackwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal counsel to AMC, Matthew Johnson of Allen & Overy LLP and McCarthy Tetrault LLP are acting as legal counsel to Allied andAndrew Powers of Borden Ladner Gervais LLP is acting as legal counsel to National Bank Financial Inc.. Prest Law Corporation acted as legal counsel to Mondavi Ventures Ltd.

Allied Gold Corp Limited & Allied Merger Corporation completed the acquisition of Mondavi Ventures Ltd. in a reverse merger transaction on September 7, 2023.