Offer for ASG

 

TIDMAGLD 
 
RNS Number : 2107Z 
Allied Gold Limited 
17 September 2009 
 

For immediate release     17 September 2009 
 
 
 
 
ALLIED GOLD LIMITED 
("ALLIED" OR "THE COMPANY") 
 
 
FOR IMMEDIATE RELEASE 
7.00am 17 September 2009 
 
 
 
 
ALLIED GOLD TO MAKE AGREED TAKEOVER OFFER FOR ASG 
 
 
 
 
BRISBANE, Queensland - Allied Gold Limited (Allied Gold) today announced that it 
will make an agreed off-market takeover offer through a wholly owned subsidiary 
for all of the issued shares of Australian Solomons Gold (ASG) pursuant to the 
Corporations Act and Canadian securities laws (the Offer). 
 
 
Allied Gold's Executive Chairman, Mark Caruso, said: "A combination of these two 
organisations will deliver significant value to both sets of shareholders, 
creating a company with 2.2M ounces of reserves and 6.7M ounces of resources and 
a near term production profile in excess of 300,000oz p.a. by 2013 financial 
year, through Allied Gold's planned organic oxide and sulphide expansions and 
the Gold Ridge project development. Investors will have exposure to a portfolio 
of high quality gold assets with exploration upside and significant production 
within the Pacific Rim." 
 
 
Key terms of the Offer: 
  *  ASG shareholders will receive 0.85 Allied Gold shares for every one ASG share 
  they own, equating to the issue of up to 110,316,953 new Allied Gold shares at 
  the prevailing share price on the date of issue (which represents 23.3% of 
  Allied Gold's Issued Share Capital prior to the takeover) to ASG shareholders. 
  The total consideration payable under the Offer at the Allied Gold Share Price 
  of $0.51, being the closing price on 16 September 2009, is A$56,261,646. 
  *  The Offer implies a value of C$0.403 per ASG share based on the closing price of 
  Allied Gold shares on 16 September 2009 at a spot AUD/CAD exchange rate of A$1 = 
  C$0.930. 
  *  The Offer represents a premium of 9% to the last closing price of ASG shares on 
  15 September 2009 and is 35% higher than ASG's volume weighted average price for 
  the past one month. 
  *  The Offer is subject to Allied Gold receiving acceptances for 50.1% or more of 
  the shares in ASG. 
  *  Allied Gold intends to seek a listing on the Toronto Stock Exchange (refer 
  below). 
  *  All conditions to the Offer are set out in the Annexure. 
 
 
Support for the Offer 
 
 
Based upon the intention of ASG's major shareholder, Resource Capital Fund III 
L.P. (RCF), to accept the offer and an independent report from Gryphon Partners, 
the Independent Directors1 of ASG unanimously support the Offer and intend to 
recommend that ASG shareholders accept the Offer in the absence of a superior 
proposal. Subject to a superior proposal, all of the Independent Directors of 
ASG intend to accept the Offer in respect of all ASG shares each Director holds 
or controls. 
 
 
ASG has received a fairness opinion from Gryphon Partners confirming that the 
consideration payable to ASG shareholders under the Offer is fair from a 
financial point of view to ASG shareholders. 
 
 
Allied Gold and ASG have entered into a support agreement in relation to the 
Offer which includes customary deal protections including commitments from ASG 
to support the offer (in the absence of a superior proposal) and a break fee of 
A$300,000 payable in the event of a competing proposal succeeding or being 
recommended by any of the Independent Directors. 
 
 
In addition, Allied Gold has entered into an agreement with RCF in respect of 
19.9% of ASG's shares (the Acceptance Shares). 
 
 
RCF has undertaken to accept the Offer to the extent of the Acceptance Shares 
within 3 business days of the Offer being made to ASG shareholders and has 
undertaken not to withdraw this acceptance. RCF has also publicly stated that it 
will accept the Offer for the balance of its ASG shares (which total 
approximately 29% of ASG's issued shares) and will not withdraw that acceptance 
unless a superior proposal emerges or in certain other circumstances. 
 
 
Transaction Benefits 
 
 
Allied Gold and ASG believe the combination will deliver significant benefits 
for both Allied Gold and ASG shareholders, including: 
 
 
  *  Emerging producer status in prospective Pacific Rim region; 
  *  Diversified portfolio of operating, development and exploration assets; 
  *  Enhanced production profile; 
  *  Large reserve and resource base; 
  *  Increased capability to finance the Gold Ridge project; 
  *  Material operating synergies; and 
  *  Increased investor relevance. 
 
 1The Independent Directors do not include the representatives of RCF on the 
board of ASG. 
 
 
Allied Gold intends to apply for a listing of its shares on the Toronto Stock 
Exchange (TSX) and has taken preliminary steps in connection with a listing 
application. Listing on the TSX will be subject to Allied Gold fulfilling all of 
the listing requirements of the TSX. 
There is no assurance that listing on the TSX will occur. If Allied Gold is 
successful in listing on the TSX, ASG shareholders who accept the Offer will 
continue to hold a security that is listed on the TSX. 
 
 
Background to the Proposed Combination 
 
 
Allied Gold is a public company incorporated in Australia and listed on 
Australian Stock Exchange and London's AIM, with 100% ownership of the operating 
Simberi Oxide Gold Project, situated on the northern most island of the Tabar 
Islands Group in the New Ireland Province of eastern Papua New Guinea. Allied 
Gold's other assets include 100% of the exploration licence on the nearby Tatau 
and Big Tabar islands, subject to a farm-out agreement with Barrick Gold 
Corporation, as well as gold and silver exploration interests in Mexico. 
 
 
During the 12 month period ended 30 June 2009, Allied Gold produced 73 koz gold 
at an average operating cash cost of A$651/oz (around US$490/oz). As at 30 June 
2009, the company was in a strong financial position with A$20.5m in cash on 
hand and no bank debt. 
 
 
Allied Gold's strategy is to add to the gold inventory on Simberi Island by 
defining additional resources and conversion of these and known resources into 
reserves. The company's goal is to expand annualised gold production to greater 
than 200,000 ounces by the 2013 financial year. With the recent and ongoing 
exploration success on Simberi Island, Allied Gold is assessing the economics 
and timing of a potential oxide plant expansion from 2.2Mtpa to around 3.0Mtpa, 
which will assist the company in achieving this goal. 
 
 
ASG is a public company, incorporated in Australia and listed on the Toronto 
Stock Exchange. ASG's principal asset is the Gold Ridge development project, a 
former producing mine, located on Guadalcanal in the Solomon Islands. The mine 
operated from August 1998 to June 2000 and produced approximately 210,000oz gold 
during this period. ASG acquired the project in May 2005 and has completed a 
feasibility study to redevelop the project. As per ASG's NI43101 Technical 
Report, the study confirmed a Total Resource of 35.9Mt and Total Reserves of 
19.6Mt of gold. This is detailed as follows: 
 
 
+-------------------+-------------------+-------------------+-------------------+ 
|     Category      |      Tonnes       |    Gold Grade     |  Contained Metal  | 
+-------------------+-------------------+-------------------+-------------------+ 
|       Unit        |        Mt         |        g/t        |        Moz        | 
+-------------------+-------------------+-------------------+-------------------+ 
| Reserves          |                   |                   |                   | 
+-------------------+-------------------+-------------------+-------------------+ 
| Proven            | -                 | -                 | -                 | 
+-------------------+-------------------+-------------------+-------------------+ 
| Probable          |       19.6        |       1.82        |       1.14        | 
+-------------------+-------------------+-------------------+-------------------+ 
| Total             |       19.6        |       1.82        |       1.14        | 
+-------------------+-------------------+-------------------+-------------------+ 
| Resources         |                   |                   |                   | 
+-------------------+-------------------+-------------------+-------------------+ 
| Measured          |        5.4        |       1.92        |       0.34        | 
+-------------------+-------------------+-------------------+-------------------+ 
| Indicated         |       22.6        |       1.67        |       1.21        | 
+-------------------+-------------------+-------------------+-------------------+ 
| Inferred          |        8.0        |       1.78        |       0.45        | 
+-------------------+-------------------+-------------------+-------------------+ 
| Total             |       35.9        |       1.73        |       2.00        | 
+-------------------+-------------------+-------------------+-------------------+ 
 
 
 
 
For the nine month period ended 31 March 2009 ASG made an audited Profit of 
C$12,675,000, after a write back of a contingent liability of C$27,114,968, on 
nil Turnover and as at 31 March 2009 had Gross Assets of C$112,698,000. 
 
 
ASG has been pursuing funding for the Gold Ridge Project, with production 
currently planned to commence in the first quarter of calendar 2011. 
 
 
If the Offer is successful, the operations of ASG will be merged into that of 
Allied Gold to form a larger, more diversified gold production and exploration 
company with material mining interests in the Pacific Rim. Allied Gold would, as 
a priority, pursue the re-development plans for the Gold Ridge project, drawing 
on the combined company's greater access to capital and Allied Gold's experience 
and track record in commissioning new mines in remote locations. 
 
 
 
 
Next Steps 
 
 
Allied Gold expects to lodge its offer document with ASG, and then to deliver 
the offer documents, shortly, with the Offer to close around mid November 
(unless extended). 
 
 
ASG will prepare and send its target's statement (directors' circular) to ASG 
shareholders in around 2 weeks following such lodgement. This will include the 
fairness opinion from Gryphon Partners confirming that the consideration payable 
to ASG shareholders under the Offer is fair and reasonable from a financial 
point of view to ASG shareholders. 
 
 
Commenting on the Offer, Allied Gold's Executive Chairman, Mark Caruso, said 
today: 
 
 
"Given the unanimous support of the ASG Board for the transaction and the 
pre-bid agreement entered into with RCF, a 49% shareholder in ASG, we are 
extremely confident Allied Gold will achieve majority ownership of ASG. 
 
 
"Allied Gold is a natural owner of the Gold Ridge mine and brings an operational 
track record and significant experience in developing gold assets in the region. 
 
 
"We encourage all ASG shareholders to accept the Offer, which provides a number 
of strong benefits to ASG shareholders. We look forward to seeking listing on 
the TSX and to continuing the development of Allied Gold as a world class gold 
producer." 
 
 
 
 
Allied Gold is being advised by Gresham Advisory Partners Limited, Clayton Utz 
and Wildeboer Dellelce LLP in relation to the transaction. ASG is being advised 
by Herbert Geer (Brisbane), Blakes, Cassels & Graydon LLP (Vancouver) and 
Gryphon Partners (Toronto). 
 
For enquiries in connection with this release please contact: 
 
 
 
 
Allied Gold Limited 
 
 
Frank Terranova, Executive Director 
T: [phone] 
M: [phone] 
E: [e-mail] 
 
 
+----------------------------------------+-------------------------------+ 
| Roland Cornish                         | T: [phone]       | 
| Beaumont Cornish Limited               |                               | 
+----------------------------------------+-------------------------------+ 
 
 
 
 
 
 
Annexure - Offer Conditions 
 
 
The Offer will be subject to the fulfilment or waiver of the following 
conditions: 
 
 
1.Minimum tender condition 
At or before the end of the Offer Period there will have been validly deposited 
under the Offer and not withdrawn at the end of the Offer Period that number of 
ASG Shares which, together with the ASG Shares owned, directly or indirectly, by 
Allied, constitutes at least 50.1% of the outstanding ASG Shares (by number, 
calculated on a fully diluted basis). 
2.Regulatory approvals and actions by Governmental Entities 
Before the end of the Offer Period, Allied receives all necessary regulatory 
approvals or consents in relation to the acquisition of 100% of ASG and its 
subsidiaries on an unconditional basis and/or all required regulatory waiting 
periods have expired. 
 
 
Before the end of the Offer Period all government or regulatory approvals 
(including the Appropriate Regulatory Approvals), waiting or suspensory periods, 
waivers, permits, consents, reviews, orders, rulings, decisions and exemptions 
required by law, policy or practice (other than as referred to in paragraph (d) 
below) (including those of any provincial securities authorities, stock 
exchanges or other securities regulatory authorities) in connection with the 
Offer shall have been obtained, received or concluded on an unconditional basis 
or, in the case of waiting or suspensory periods, expired or been terminated. 
 
 
Before the end of the Offer Period, the Government of the Solomon Islands 
engages in substantive discussions with Allied in relation to Allied's proposed 
acquisition of ASG, and states to Allied that: 
 
 
it has no objection to the acquisition by Allied of up to 100% of ASG; and 
 
 
so far as the Government of the Solomon Islands is aware ASG's tenure to Mining 
Lease 1/1997 for the full term of 22 years and right to extension for a further 
10 years, tenure to the Special Prospecting Lease of 130 square kilometres and 
tenure to all other material permits in relation to the Gold Ridge Project 
required to undertake activities in the ordinary course of business and in 
accordance with good mining practices are not in default or subject to 
forfeiture, cancellation or the imposition of conditions that would have a 
materially adverse effect on the conduct of the Gold Ridge Project. 
 
 
Before the end of the Offer Period no act, action, suit or proceeding shall have 
been taken before or by any Governmental Entity (including by any individual, 
company, firm, group or other entity), whether or not having the force of law, 
and no law shall have been proposed, amended, enacted, promulgated or applied, 
in either case: 
 
 
to cease trade, enjoin, prohibit or impose material limitations, damages or 
conditions on the purchase by or the sale to Allied of the ASG Shares or the 
right of Allied to own or exercise full rights of ownership of the ASG Shares; 
or 
 
 
which would reasonably be expected to have an ASG Material Adverse Effect or, if 
the Offer were consummated, an Allied Gold Material Adverse Effect; or 
 
 
which would materially and adversely affect the ability of Allied to proceed 
with the Offer and/or take up any pay for any ASG Shares deposited under the 
Offer; or 
 
 
seeking to obtain from Allied or any of its subsidiaries or ASG or any of its 
subsidiaries any material damages directly or indirectly in connection with the 
Offer; or 
 
 
seeking to prohibit or limit the ownership or operation by Allied of any 
material portion of the business or assets of ASG or its subsidiaries or to 
compel Allied or its subsidiaries to dispose of or hold separate any material 
portion of the business or assets of ASG or any of its subsidiaries as a result 
of the Offer. 
 
 
Before the end of the Offer Period, no Governmental Entity: 
(i)makes any finding, preliminary or final decision, order or decree against ASG 
or any of its subsidiaries or fines or otherwise penalises ASG or any of its 
subsidiaries; or 
(ii)institutes any action or investigation; or 
(iii)announces, commences or threatens any action or investigation, 
which has or may have a material adverse financial effect on the business, 
assets, liabilities, financial or trading position, profitability or prospects 
of ASG or any of its subsidiaries. 
At the end of the Offer Period there is not any prohibition at law against 
Allied making the Offer or taking up and paying for any ASG Shares deposited 
under the Offer. 
 
 
All necessary orders, authorisations or consents which are required under all 
applicable securities laws and rules and policies of the ASX and AIM for the 
offering, issuance and listing of the Allied Shares under the Offer on usual 
conditions have been granted. 
 
 
3.Conduct of business 
Between the Announcement Date and the end of the Offer Period (each inclusive) 
ASG or any Related Entity of ASG have not done any of the following: 
 
(a)(licences and permits): doing or omitting to do anything that causes or is 
reasonably likely to cause any licence or permit necessary or desirable for the 
conduct of its business to be suspended, revoked, cancelled or otherwise 
materially adversely impacted; 
(b)(acquisition of assets): acquiring (including by way of subscription for 
equity), offering to acquire, agreeing to acquire, leasing, or entering into a 
binding commitment, or granting a person an irrevocable option to require it, to 
acquire or lease any asset for a consideration of greater than A$100,000, or 
making an announcement in relation to such an acquisition, offer or agreement; 
(c)(disposal of assets): leasing, sub-leasing or disposing of, offering to lease 
or sub-lease or dispose of, agreeing to lease or sub-lease or dispose of or 
granting a person an irrevocable option to require it to lease or sublease or 
dispose of any asset (including any shares held by ASG or a Related Entity of 
ASG) (or any interest in one or more assets) for a consideration of greater than 
A$100,000, or making an announcement in relation to such a lease, sublease, 
disposition, agreement or option, other than inventory in the ordinary course of 
business; 
(d)(financial indebtedness): increasing its level of financial indebtedness 
(including financial liabilities incurred under finance leases), other than in 
the ordinary and usual course of business, by an amount in excess of A$100,000; 
(e)(capital expenditure): making capital expenditure in excess of A$250,000 in 
aggregate; 
(f)(joint venture or partnership): entering into a joint venture, partnership or 
other similar arrangement; 
(g)(dividend or distribution): ASG declaring, paying or distributing any 
dividend, bonus or other share of its profits or assets or returning or agreeing 
to return any capital to its members; 
(h)(encumbrance): creating, or agreeing to create, any mortgage, charge, lien or 
other encumbrance over the whole, or a substantial part, of its business or 
property; 
(i)(prosecution or litigation): is or becomes a party to any material 
prosecution, litigation or arbitration other than as a plaintiff or applicant, 
in respect of ASG or any of its subsidiaries or their respective business or 
assets that exposes ASG or the subsidiary to a potential liability exceeding 
A$100,000 (including legal costs) or having a material effect on the business of 
ASG or any of its Related Entities, not including litigation that is initiated 
or instigated by Allied or any of its subsidiaries; or 
(j)(employee arrangements) does not vary the terms of any employee or company 
office arrangements. 
4.No ASG Material Adverse Effect 
                       None of the following occurs, has been announced or 
becomes known to Allied: 
 
(a)an event, change, condition, matter or thing occurs; 
(b)information is disclosed or announced by ASG or any of its subsidiaries 
concerning any event, change, condition, matter or thing; or 
(c)information concerning any event, change, condition, matter or thing becomes 
known to Allied (whether or not becoming public), 
which (either alone or in combination with any other item falling within the 
above) will have, could reasonably be expected to have or which evidences that 
there has been an ASG Material Adverse Effect. 
               Condition 4 is deemed to be breached if: 
 
 
Allied becomes aware prior to the end of the Offer Period, that ASG has 
materially breached its obligations under Canadian securities laws or applicable 
stock exchange requirements; and 
had Allied known of the information giving rise to such breach prior to the 
Announcement Date it would have had a material adverse effect on the price at 
which Allied would have offered under the Takeover Bid. 
 
 
5.No material change of control rights 
Between the Announcement Date and the end of the Offer Period (each inclusive), 
there is no person or persons (other than EIB or IFC) having any rights or being 
entitled to have any rights as a result of any change of control event in 
respect of ASG (including Allied acquiring shares in ASG) or any of its 
subsidiaries or assets, to: 
terminate or alter any contractual relations between any person and ASG or any 
of its subsidiaries (for this purpose an alteration includes without limitation 
an alteration of the operations of a contract, whether or not that altered 
operation is provided for under the existing terms of the contract); 
 
 
(b)require the termination, modification or disposal (or offer to dispose) of 
any interest or asset, corporate body, joint venture or other entity; or 
(c)accelerate or adversely modify the performance of any obligations of ASG or 
any of its subsidiaries under any agreements, contracts or other legal 
arrangement, 
provided that this condition 5 will only be breached to the extent that the 
relevant rights or entitlements in paragraphs (a), (b) or (c) if exercised or 
carried out would singly or cumulatively have a material adverse financial 
effect on ASG or any of its subsidiaries. 
6.Gold Price 
Between the Announcement Date and the end of the Offer Period (each inclusive), 
the gold price stated on COMEX is not less than US$800 per ounce on three 
successive days of gold trading on NYMEX. 
7.No untrue statements to CSA or ASIC 
Allied does not become aware of any untrue statement of a material fact, or an 
omission to state a material fact that is required to be stated or that is 
necessary to make a statement not misleading in light of the circumstances in 
which it was made and at the date it was made (after giving effect to all 
subsequent filings in relation to all matters covered in earlier filings), in 
any public document filed by or on behalf of ASG with any securities commission 
or similar securities regulatory authority in any of the provinces or 
territories of Canada or elsewhere, that constitutes an ASG Material Adverse 
Effect. 
8.No prescribed occurrences 
None of the following events happens before the end of the Offer Period: 
(a)ASG converts all or any of its shares into a larger or smaller number of 
shares; 
(b)ASG or a subsidiary of ASG resolves to reduce its share capital in any way; 
(c)ASG or a subsidiary of ASG: 
(i)enters into a buy-back agreement; or 
(ii)resolves to approve the terms of a buy-back agreement under section 257C(1) 
or 257D(1) of the Corporations Act; 
(d)ASG or a subsidiary of ASG issues shares or grants an option over its shares, 
or agrees to make such an issue or grant such an option; 
(e)ASG or a subsidiary of ASG issues, or agrees to issue, convertible notes; 
(f)ASG or a subsidiary of ASG disposes, or agrees to dispose, of the whole, or a 
substantial part, of its business or property; 
(g)ASG or a subsidiary of ASG charges, or agrees to charge, the whole, or a 
substantial part, of its business or property; 
(h)ASG or a subsidiary of ASG resolves to be wound up; 
(i)a liquidator or provisional liquidator of ASG or a subsidiary of ASG is 
appointed; 
(j)a court makes an order for the winding up of ASG or a subsidiary of ASG; 
(k)an administrator of ASG, or a subsidiary of ASG, is appointed under section 
436A, 436B or 436C of the Corporations Act; 
(l)ASG or a subsidiary of ASG executes a deed of company arrangement; or 
(m)a receiver, or a receiver and manager, is appointed in relation to the whole, 
or a substantial part, of the property of ASG or a subsidiary of ASG. 
9.Representations 
Between the Announcement Date and the end of the Offer Period (each inclusive), 
no circumstance or event occurs which would make any of the following 
statements, if those statements had been made on the Announcement Date, untrue 
or incorrect in any material respect: 
(a)the total issued share capital of ASG comprises 129,784,650 fully paid 
ordinary shares, 
(b)there are no securities of ASG convertible into shares other than 3,200,000 
options, each option entitling the holder to subscribe for one ASG Share on the 
terms and conditions applicable to that option, and 6,522,000 warrants in 
respect of ASG Shares; 
(c)other than the options referred to in sub-paragraph 9(b), ]there are no 
options or other entitlements over ASG Shares or to have ASG Shares issued; and 
(d)ASG is not involved in any negotiations with a party other than Allied 
relating to or concerning any proposal or transaction, which, if completed, 
would mean a person (other than Allied or any associate of Allied) would: 
(i)directly or indirectly acquire a legal or beneficial interest in, or control 
of, 10% or more of ASG's share capital or of the share capital of any of its 
subsidiaries; 
(ii)acquire control of ASG, within the meaning of section 50AA of the 
Corporations Act, or a material part of ASG's business or assets; or 
(iii)otherwise acquire or merge (including by a reverse takeover bid or dual 
listed ASG structure) with ASG. 
10.Solomon Islands 
Between the Announcement Date and the end of the Offer Period (each inclusive), 
any political, social or civil unrest not presently existing arises or a major 
escalation in existing political, social or civil unrest arises in the Solomon 
Islands (including but not limited to insurrections, riots or civil 
disturbance). 
11.ASG Audited Results 
(a)There is no qualified audit opinion issued with ASG's 2009 Annual Results 
except if this Bid caused the ASG funding facilities to be withdrawn, delayed or 
extended. 
(b)That any financial results, statements or reports or other announcements 
issued or required to be issued by ASG between the Announcement Date and the end 
of the Offer Period (each inclusive) do not: 
(i)contain reference to any contingent liabilities which exceed A$2 million in 
potential aggregate exposure excluding contingent liabilities previously 
disclosed in the same form; 
(ii)contain any qualification to the opinion of any auditor or other sign-offs; 
or 
(iii)show that interest bearing debt exceeds available cash. 
12.Holding of available cash 
That from the Announcement Date until the end of the Offer Period ASG has 
available cash of not less than $2 million in excess of ASG's total financial 
indebtedness including interest bearing debt, finance leases and other financial 
accommodation. 
13.Definitions 
In these Offer conditions: 
AIM means the AIM, a market operated by the London Stock Exchange. 
 
 
Appropriate Regulatory Approvals means those sanctions, rulings, consents, 
orders, exemptions, permits and other approvals (including the lapse, without 
objection, of a prescribed time under a statute or regulation that states that a 
transaction may be implemented if a prescribed time lapses following the giving 
of notice without an objection being made) of Governmental Entities required in 
connection with the commencement of the Offer or the consummation of the Offer. 
 
 
Allied Gold Material Adverse Effect means any change, effect, event, occurrence 
or state of facts that is, or would reasonably be expected to be, material and 
adverse to the assets, liabilities (including any contingent liabilities that 
may arise through outstanding, pending or threatened litigation or otherwise), 
business, operations, financial condition or prospects of Allied and its 
subsidiaries taken as a whole. 
 
 
ASG Material Adverse Effect means any change, effect, event, occurrence or state 
of facts that is, or would reasonably be expected to be, material and adverse to 
the assets, liabilities (including any contingent liabilities that may arise 
through outstanding, pending or threatened litigation or otherwise), business, 
operations, financial condition or prospects of ASG and its subsidiaries taken 
as a whole other than: 
 
 
any change in rates of taxation, interest rates, commodity prices (including the 
price of gold) or general economic conditions; 
 
 
any change of law or accounting policy; or 
 
any event, occurrence or matter which is required to be done or procured by 
Allied pursuant to this deed or the Takeover Bid for ASG Shares. 
 
 
Governmental Entity means: 
 
 
any Canadian, foreign, multinational, federal, provincial, territorial, state, 
regional, municipal, local or other government, governmental or public 
department, central bank, court, tribunal, arbitral body, administrative agency, 
commission, board, bureau or agency, domestic or foreign; 
 
 
any subdivision, agent, commission, board or authority of any of the foregoing; 
 
any self-regulatory authority; 
 
 
the TSX, ASX or AIM; and 
 
 
any quasi-governmental or private body exercising any regulatory, expropriation 
or taxing authority under or for the account of any of the foregoing. 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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