Allied Gold completes a A$93.8million Placement (3638E)

TIDMAGLD

RNS Number : 3638E

Allied Gold Limited

05 April 2011

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION IN WHICH SUCH PUBLICATION RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL

5 April 2011

ALLIED GOLD COMPLETES A$93.8 MILLION PLACEMENT

-- Proceeds to retire debt, improve Simberi (PNG) operational efficiency, expand Simberi production and working capital

-- A$93.8 million / GBP60.1 million placement to institutional and sophisticated investors

-- The placement shares represent 15% of current issued share capital

-- New shares issued at A$0.60 / 38.5p per share

-- Allied to advance LSE Main Market listing

Allied Gold Limited ("Allied Gold" or the "Company") has successfully completed the book build for a placement of new ordinary shares ("Shares") to institutional and sophisticated investors, raising gross proceeds of approximately A$93.8 million (GBP60.3 million) (the "Placement").

The Shares under the Placement will be issued at a price of A$0.60 (or 38.5p) per share ("Issue Price"), which represents a discount of:

-- 5.5% to Allied Gold's last closing share price on the ASX of A$0.635; and

-- 4.8% to Allied Gold's 5 day volume weighted average share price on the ASX of A$0.630.

Under the Placement Allied Gold will issue approximately 156.3 million Shares with admission of the Shares on AIM expected to be Monday 11 April 2011 and admission of shares on ASX expected to be on Tuesday 12 April 2011.

Application has been made to the London Stock Exchange for the Shares to be admitted to trading on AIM. The Placement is also subject to receipt of approval from the Toronto Stock Exchange ("TSX").

The Shares, when issued, will rank pari passu with existing ordinary shares of the Company. Immediately following the admission of the Shares, Allied Gold will have approximately 1,199 million ordinary shares on issue.

RBC Capital Markets is acting as Global Lead Manager and Sole Bookrunner on the Placement, Casimir Capital L.P. is acting as Joint Lead Manager and Mirabaud Securities LLP, Oriel Securities Limited and Wilson HTM are acting as Co-Managers on the Placement.

USE OF FUNDS

Allied Gold intends to use the net proceeds from the Placement to:

-- Retire approximately A$50.0 million (GBP32.1 million) of existing debt facilities, thus strengthening Allied Gold's balance sheet;

-- At Simberi, replace diesel fuel electricity generation with heavy fuel oil at a cost of approximately A$15.0 million (GBP9.6 million), to reduce Simberi's electricity generation costs by approximately 25 per cent;

-- Provide the balance of funding required to expand the Simberi gold mine ("Simberi") in Papua New Guinea (PNG) from 2.4Mtpa to 3.5Mtpa, to lift gold production from 70,000 ozpa to 100,000 ozpa; and

-- Provide working capital for exploration and other corporate purposes.

INTENTION TO MOVE TO THE MAIN MARKET OF THE LONDON STOCK EXCHANGE

Allied Gold intends to apply for admission of its ordinary share capital to the Official List of the UK Listing Authority (the "Official List") and for a Premium Listing on the London Stock Exchange's ("LSE") Main Market for listed securities.

The Company has been examining the merits of moving to the Main Market for some time and believes it can assist the Company with its profile, the liquidity of its shares, and an increased potential investor base.

Such a move will be subject to shareholder approval. Shareholders will be kept fully informed of this process as it progresses and as the timetable is confirmed.

RBC Capital Markets has been appointed as sponsor in relation to the move to the Main Market of the LSE.

COMMENTARY

Mark Caruso, Executive Chairman of Allied Gold, commented: "The Placement was extremely well supported with investor demand exceeding supply. It allows the Company to accelerate both its production expansion and cost reduction initiatives at Simberi. Allied is already hedge free and the Placement will further enhance the Company's financial position by retiring inefficient debt arrangements. We also look forward to progressing the Main Market listing on the LSE, which we see as an important next step in the Company's maturity."

The Company will have in issued 1,198,537,554 ordinary shares following admission of Shares to trading on AIM and ASX.

CONTACTS

For further information, please contact:

Allied Gold

Australia - Simon Jemison - Investor and Media + 61-418-853-922

Canada - Rebecca Greco - Investor Relations [phone]

London - David Simonson - C/. MerlinPR [phone]

Beaumont Cornish Limited (NOMAD)

Roland Cornish - [phone]

Notes:

Application has been made or will be made, as the case may be, to the London Stock Exchange, the Australian Securities Exchange and the Toronto Stock Exchange for the Placement Shares to be admitted to trading on AIM, ASX and TSX. Admission of the Placement Shares is expected to occur on 11 April, 2011 in respect of the Placement Shares to be admitted to trading on AIM and on 12 April 2011 in respect of the Placement Shares to be admitted to trading on ASX. The Shares under the Placement will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Allied Gold, including the right to receive all dividends and other distributions declared after the date of their issue.

The Appendix to this Announcement (which forms part of this Announcement) sets out certain terms and conditions applicable to the Placement.

This press release contains forward-looking statements concerning the projects owned by Allied Gold. Statements concerning mineral reserves and resources may also be deemed to be forward-looking statements in that they involve estimates, based on certain assumptions, of the mineralisation that will be found if and when a deposit is developed and mined. Forward-looking statements are not statements of historical fact, and actual events or results may differ materially from those described in the forward-looking statements, as the result of a variety of risks, uncertainties and other factors, involved in the mining industry generally and the particular properties in which Allied Gold has an interest, such as fluctuation in gold prices; uncertainties involved in interpreting drilling results and other tests; the uncertainty of financial projections and cost estimates; the possibility of cost overruns, accidents, strikes, delays and other problems in development projects, the uncertain availability of financing and uncertainties as to terms of any financings completed; uncertainties relating to environmental risks and government approvals, and possible political instability or changes in government policy in jurisdictions in which properties are located. Forward-looking statements are based on management's beliefs, opinions and estimates as of the date they are made, and no obligation is assumed to update forward-looking statements if these beliefs, opinions or estimates should change or to reflect other future developments.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the syndicate members or by any of their respective affiliates or agents or brokers as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

RBC is acting for Allied Gold and for no-one else in connection with the Offer, and will not be responsible to anyone other than Allied Gold for providing the protections afforded to customers of RBC nor for providing advice to any other person in relation to the Offer or any other matter referred to herein. Royal Bank of Canada Europe Limited is authorised and regulated in the United Kingdom by the FSA.

Casimir is acting for Allied Gold and for no-one else in connection with the Offer, and will not be responsible to anyone other than Allied Gold for providing the protections afforded to customers of Casimir nor for providing advice to any other person in relation to the Offer or any other matter referred to herein.

The distribution of this Announcement and the offering of the Shares under the Placement in certain jurisdictions may be restricted by law. No action has been taken by Allied Gold, RBC or Casimir that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Allied Gold, RBC and Casimir to inform themselves about, and to observe, such restrictions.

The price of the Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Shares.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACEMENT. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE")); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND PERSONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED OR (C) PERSONS OTHERWISE WITHIN THE CLASSES OF PERSONS REFERRED TO IN PARAGRAPH 10(A) to (H) OF THE APPENDIX TO THIS ANNOUNCEMENT, (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ALLIED GOLD.

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Shares under the Placement has been given ("Purchasers") will be deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix. In particular each such Purchaser represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Shares that are allocated to it under the Placement for the purposes of its business; and (ii) outside the United States and is subscribing for the Shares under the Placement in an "offshore transaction" (within the meaning of Regulation S under the United States Securities Act of 1933 (the "Securities Act")).

This Announcement, including the Appendix, is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any jurisdiction into which the same would be unlawful. This Announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Allied Gold in the United States or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Shares under the Placement referred to in this Announcement have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. No public offering of securities of Allied Gold will be made in connection with the Placement in the United Kingdom, the United States or elsewhere.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Monetary Authority of Singapore nor the Securities and Futures Commission of Hong Kong; and the Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Hong Kong or Singapore. Accordingly, the Shares under the Placement may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong or Singapore or any other jurisdiction.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.

The Shares to be issued pursuant to the Placement will not be admitted to trading on any stock exchange other than the London Stock Exchange, the Australian Securities Exchange and the Toronto Stock Exchange. Neither the content of Allied Gold's website nor any website accessible by hyperlinks on Allied Gold's website is incorporated in, or forms part of, this Announcement.

APPENDIX

TERMS AND CONDITIONS - IMPORTANT INFORMATION FOR RELEVANT PERSONS ONLY REGARDING THE OFFER

1. Offer

As agents and brokers on behalf of Allied Gold Limited (ACN 104 855 067), a company incorporated in Australia (ASX: ALD, AIM: AGLD, TSX: ALG) (Company), Royal Bank of Canada, or its broker dealers, affiliates or agents in applicable jurisdictions, including Royal Bank of Canada Europe Limited (RBC) and Casimir Capital LP, its broker dealers, affiliates or agents in applicable jurisdictions (Casimir) (RBC and Casimir are individually a Joint Lead Manager and together the Joint Lead Managers), have undertaken an institutional bookbuild (Bookbuild) for a placement by the Company of ordinary shares (Shares) (Offer).

2. Allocation and conditions to Offer

2.1 Shares under the Offer will be issued on the Payment Date (as defined below) (Placement Shares)

2.2 The allocation of Placement Shares to prospective purchasers in respect of bids made by prospective purchasers, including the subscription amount payable, has been agreed between the Joint Lead Managers and the Company following the Bookbuild.

2.3 Acceptances of the Offer and allocations of Placement Shares (including the subscription amount payable) will be as:

2.3.1 confirmed (orally or in writing) with prospective Purchasers who are in the United Kingdom or any other member state of the European Union (or at the absolute discretion of a Joint Lead Manager in any other jurisdiction) by one of the Joint Lead Managers (or their agents as agent of Allied Gold). That confirmation constitutes an irrevocable legally binding commitment of that person (who will at that point become a purchaser (Purchaser)) to subscribe for the number of Placement Shares allocated to it on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Purchaser prior to or at the same time as such confirmation) and in accordance with Allied Gold's articles of incorporation; or

2.3.2 (unless paragraph 2.4.1 applies) by the completion and return of such letter of confirmation and registration or other forms as one of the Joint Lead Managers or their agents may in their absolute discretion require and in that event the terms and conditions set out in such letter of confirmation and registration or other form shall apply to the exclusion of this Appendix.

2.4 For the avoidance of doubt, acceptance of the Offer constitutes your irrevocable legally binding agreement, subject to the Mandate Letter (as defined below) not having been terminated, to pay the aggregate settlement amount of the Placement Shares regardless of the total number of Placement Shares (if any) subscribed for by any other investor(s).

2.5 In making an investment decision, Purchasers must rely on their own examination of the Company and its prospects and the terms of the Offer, including the merits and risks involved in investing in the Placement Shares.

2.6 Settlement will occur on a date to be advised but expected to be 11 April 2011 (Payment Date).

2.7 The Placement Shares are offered on the express understanding and condition that the Offer does not need disclosure in accordance with Section 708 of the Corporations Act 2001 (Cth) (Corporations Act), and if a Purchaser is a Purchaser in Australia that it is a sophisticated investor under section 708(8) of the Corporations Act, a "professional investor" under section 708(11) of the Corporations Act or a person who has obtained this Offer through a financial services licensee in accordance with, and in compliance with, section 708(10) of the Corporations Act.

3. Placement Shares and Quotation

3.1 The Placement Shares will rank equally, from the date of issue, in all respects with the Company's existing issued Shares.

3.2 Following the issue of each of the Placement Shares, the Company will apply to the ASX to obtain quotation of the relevant Placement Shares on the ASX. In accordance with the Listing Rules of the ASX (ASX Listing Rules) the Company will also make an announcement to the market at the time of completion of the issue of the Placement Shares. Application for admission of the Placement Shares to trading on AIM ("AIM Admission") will also be made in accordance with the AIM Rules. It is anticipated that AIM Admission will occur in respect of the Placement Shares on or about 8.00am (London time) on 11 April 2011.

3.3 Please note that ASX Participating Organisations (as defined in the ASX Business Rules) cannot trade in the Placement Shares either as principal or agent until official quotation is granted in respect of the Placement Shares in accordance with Chapter 2 of the ASX Listing Rules.

3.5 The Company has agreed with the Joint Lead Managers that the Company will, on the date of issue of the Placement Shares, prepare and lodge a notice that complies with section 708A(5)(e) and section 708A(6) of the Corporations Act. Subject to the lodgement of the notices, the Placement Shares will be freely tradeable from the date of their issue.

4. Mandate Letter

4.1 The Company and each of the Joint Lead Managers have entered into a letter of engagement in connection with the Offer (Mandate Letter). The termination events that would entitle either of the Joint Lead Managers to terminate the Mandate Letter are (subject to any variations which may be agreed between the parties).

(a) Any party may terminate the arrangements under the Mandate Letter by giving 7 days of written notice to the other parties, save that the Joint Lead Managers shall reserve the right to terminate immediately should the Company commit an act of gross negligence, fraud or wilful misconduct or refuse to provide the Joint Lead Managers with information it has reasonably requested in relation to its duties for the services or in the opinion of the Joint Lead Managers, it is not appropriate for it to continue the engagement under this letter on legal or regulatory reasons.

(b) Termination will be effective upon receipt of such notice.

(c) Termination will not affect any legal rights or obligations which may already have accrued or been incurred (including an entitlement to fees and expenses in connection with this engagement) or any representations, authorisations or confirmations given by a Purchaser in or pursuant to the agreement constituted by acceptance of the Offer which will remain in full force and effect.

The Joint Lead Managers will notify Purchasers as soon as practicable if the Mandate Letter is terminated.

4.2 Under the terms of the Mandate Letter, the Joint Lead Managers will be paid customary fees for their services in relation to this transaction.

4.3 Subject to the Joint Lead Managers' and the Company's right to elect not to proceed with the Offer, any amendment to the timetable for the Offer, the exercise of rights of termination, or any other right, approval or consent under the Mandate Letter, will be at the sole discretion of the Joint Lead Managers. If the Joint Lead Managers choose not to terminate the Mandate Letter in circumstances in which they may be entitled to do so, Purchasers will be bound by such election and bound to fulfill your obligations set out in this letter.

4.4 If the Offer does not proceed or the Joint Lead Managers terminate the Mandate Letter (for whatever reason) prior to the Payment Date then a Purchaser's rights in respect of the Placement Shares shall also terminate immediately, including the right to receive the Placement Shares. In such event, any settlement amount received prior to termination of the arrangements will be returned (without the payment of any interest) as soon as practicable.

5. Relationship of the Joint Lead Managers

5.1 The obligations of each Joint Lead Manager in connection with the Offer (including any obligation to pay) are several, and not joint or joint and several. A right of a Joint Lead Manager in connection with the Offer (including any rights under the Mandate Letter) is held by that Joint Lead Manager severally and each Joint Lead Manager may exercise its rights, powers and benefits in connection with the Offer separately and individually.

5.2 A Joint Lead Manager will not be responsible for the performance obligations of the other Joint Lead Manager and will not be liable for any claims, damages or liabilities arising out of the actions taken, omissions of or advice given by that other Joint Lead Manager. Any breach, non-performance or default by a Joint Lead Manager will not constitute a breach, non-performance or default of the other.

5.3 Nothing contained or implied hereby or by acceptance of the Offer constitutes a Joint Lead Manager acting as the partner, agent or representative of the other Joint Lead Manager for any purpose or creates any partnership, agency or trust between the Joint Lead Managers, and neither Joint Lead Manager has any authority to bind the other in any way.

5.4 Neither Joint Lead Manager will be liable for any loss, damage or claim arising out of the actions taken or advice given by the other Joint Lead Manager. In addition, the rights of a Joint Lead Manager and the Beneficiaries (as defined below) in respect of that Joint Lead Manager under the representations, warranties, acknowledgements and undertakings set out below will in no way be affected by the actions taken or alleged to have been taken or advice given or alleged to have been given by the other Joint Lead Manager or its Beneficiaries.

6. Confidentiality

Each Purchaser agrees to treat any confidential information provided to you in relation to the Company and the Offer as strictly confidential and not to disclose it to any other person, it being made available to you solely to consider the Offer and further agrees that it will not purchase or sell any Shares or procure another person to do so in breach of the insider trading provisions of the Corporations Act.

7. Offer personal

The offer of Placement Shares and the agreement arising from acceptance of the Offer is personal to each Purchaser and does not constitute an offer to any other person or to the public generally in Australia or anywhere else. A Purchaser may not assign, transfer, or in any other manner, deal with its Placement Shares, or its rights or obligations under the agreement arising from the acceptance of the Offer, without the prior written agreement of the Joint Lead Managers in accordance with all relevant legal requirements.

8. No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Offer and a Purchaser's commitments will be made solely on the basis of the information contained in this Announcement (including the Appendix) released by Allied Gold today.

Each Purchaser, by accepting the Offer, agrees that the content of this Announcement (including the Appendix) is exclusively the responsibility of Allied Gold and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of Allied Gold or the Joint Lead Managers or any other person and none of Allied Gold or the Joint Lead Managers nor any other person will be liable for any Purchaser's decision to participate in the Offer based on any other information, representation, warranty or statement which Purchaser may have obtained or received. Each Purchaser acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Allied Gold in accepting a participation in the Offer. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

9. Registration and Settlement

Settlement of transactions in the Placement Shares will, unless otherwise agreed, take place within the system administered by Euroclear UK and Ireland Limited ("CREST"), subject to certain exceptions. Allied Gold reserves the right to require settlement for and delivery of the Placement Shares (or a portion thereof) to Purchasers in certificated form if in the Joint Lead Managers' reasonable opinion delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Purchaser's jurisdiction.

Each Purchaser allocated Placement Shares in the Offer will be sent a contract note stating the number of Placement Shares and the subscription amount payable to be allocated to it. Each Purchaser agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Joint Lead Managers.

 
 Trade date:                        6 April 2011 
 Settlement date:                   11 April 2011 
 ISIN code for the Offer Shares:    AU000000ALD4 
 Deadline for input instructions 
  into CREST:                       6 April 2011 
 CREST participant ID of RBC:       388 
 

Allied Gold will deliver the Placement Shares to a CREST account operated by RBC as agent for Allied Gold in respect of Purchasers procured by the Joint Lead Managers or their agents and RBC will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Purchaser of a matching or acceptance instruction will then allow delivery of the relevant Placement Shares to that Purchaser against payment.

If Placement Shares are to be delivered to a custodian or settlement agent, Purchasers should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placement Shares are registered in a Purchaser's name or that of its nominee or in the name of any person for whom a Purchaser is contracting as agent or that of a nominee for such person, such Placement Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Purchasers will not be entitled to receive any fee or commission in connection with the Offer.

It is expected that settlement for the Placement Shares will be on 11 April, 2011 on a T + 3 basis in accordance with the instructions given to RBC.

Interest is chargeable daily on payments not received from Purchasers on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Lead Managers.

Each Purchaser is deemed to agree that, if it does not comply with these obligations, Allied Gold may sell any or all of the Placement Shares allocated to that Purchaser on such Purchaser's behalf and retain from the proceeds, for Allied Gold's account and benefit, an amount equal to the aggregate amount owed by the Purchaser plus any interest due. The relevant Purchaser will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp, issue, securities, transfer registration or similar duties or taxes (together with any interest or penalties) which may arise upon the sale of such Placement Shares on such Purchaser's behalf.

10. Representations and Warranties

By participating in the Offer and accepting the offer of Placement Shares, each Purchaser (and each person acting on its behalf) represents, warrants, acknowledges and undertakes for the benefit of the Company, each of the Joint Lead Managers and each of their respective "Related Bodies Corporate" (within the meaning of the Corporations Act 2001 (Cth)) (Corporations Act), and their respective officers, employees and advisers, and any person acting on behalf of any of them (together the Beneficiaries) as follows:

(a) if it is a resident of Australia, or if not an individual, have a head office in Australia, it and each person, if any, for whom it is acquiring Placement Shares that is a resident of Australia or has a head office in Australia, is either:

(i) a "sophisticated investor" under section 708(8) of the Corporations Act;

(ii) a "professional investor" under section 708(11) of the Corporations Act; or

(iii) a person who has obtained this Offer through a financial services licensee in accordance with, and in compliance with, section 708(10) of the Corporations Act;

(b) it understands, acknowledges and undertakes that any document or material in connection with the offer or sale, or invitation for subscription or purchase, of Placement Shares may not be circulated or distributed, nor may Placement Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than:

(i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (SFA);

(ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; or

(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where it is a relevant person which is:

(i) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(ii) a trust (where the trustee is not an accredited investor) whose sole purpose is tob hold investments and each beneficiary of the trust is an individual who is an accredited investor,

and the Placement Shares are acquired under Section 275 of the SFA, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable within 6 months after that corporation or that trust has acquired the Placement Shares under an offer made pursuant to Section 275 except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such securities may only be acquired, or such rights or interest are acquired, at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law; or

(iv) as specified in Section 276(7) of the SFA.

(c) if it is a resident of Hong Kong or if not an individual, have a head office in Hong Kong, you and each person, if any, for whom it is acquiring Placement Shares that is a resident of Hong Kong or has a head office in Hong Kong:

(i) is a person falling within the meaning of section 343(2) of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong) whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, and a person falling within the definition of "Professional Investor" under Schedule 1 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

(ii) understands, recognises and acknowledges that a prospectus or any other offering document will not be issued in Hong Kong;

(iii) understands, recognises and acknowledges that the Placement Shares acquired by it under this letter agreement may not be sold or transferred by it to any other person within a period of six (6) months from the date of such acquisition unless such sale or transfer is exempted from the prospectus and approval requirements under the Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong); and

(iv) acknowledges that any holding statement or CHESS Allotment CARD (as applicable) confirming the issue of the Placement Shares may bear the following legend, "Unless permitted under the relevant securities legislation, the holder of these securities must not trade the securities before the date that is 6 months and 1 day after the Payment Date, unless such trade is exempted from the prospectus and approvals requirements under the Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong)";

(d) if it is and any beneficial purchaser for whom it is contracting hereunder is resident, or if not an individual, has a head office in Canada:

(i) it, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom it is contracting hereunder, acknowledge and consent to the fact that the Company and RBC are collecting its personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada), the Privacy Act 1988 (Commonwealth of Australia) and any other applicable similar, replacement or supplemental state, provincial or federal legislation or laws in effect from time to time), or that of each beneficial purchaser for whom it is contracting. It, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom it is contracting, acknowledge and consent to the Company and RBC retaining such personal information for as long as permitted or required by law or business practices. It, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom it is contracting, further acknowledge and consent to the fact that the Company and RBC may be required by the securities laws of the offering jurisdiction, the rules and policies of any stock exchange or the rules of the Investment Dealers Association of Canada to provide regulatory authorities with any personal information provided by it and will assist the Company or RBC in respect thereof. It represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each beneficial purchaser for whom it is contracting. In addition to the foregoing, it agrees and acknowledges that the Company or RBC, as the case may be, may use and disclose your personal information, or that of each beneficial purchaser for whom it is contracting hereunder, as follows:

(A) for internal use with respect to managing the relationships between and contractual obligations of the Company and RBC and it or any beneficial purchaser for whom it is contracting hereunder;

(B) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the Australian Taxation Office or the Canada Revenue Agency;

(C) disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trade and similar regulatory filings;

(D) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;

(E) disclosure to professional advisers of the Company and RBC in connection with the performance of their professional services;

(F) disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with your prior written consent;

(G) disclosure to a court determining the rights of the parties hereunder; or

(H) for use and disclosure as otherwise required or permitted by law;

Without limiting the foregoing, each Person represents that none of the funds being or to be provided by it or on its behalf to RBC are being tendered by or on behalf of a person not identified to you and that funds being used to purchase Placement Shares and advanced by it to RBC do not represent proceeds of crime or other funds for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or similar legislation relating to the financing of terrorism or the restriction of advancing funds to certain designated countries;

(ii) one of subparagraph (1) or (2) below is applicable to a Purchaser:

(1) in the case of the purchase by it of the Placement Shares:

-- as principal, it is purchasing the Placement Shares as principal for its own account, and not for the benefit of any other person, or it is deemed under the securities laws of the applicable Province of Canada to be purchasing the Placement Shares as principal, and in either case it is purchasing the Placement Shares for investment only and not with a view to the resale or distribution of any or all of the Placement Shares and you will be purchasing a sufficient number of Placement Shares so that it has an aggregate acquisition cost for such Placement Shares of not less than C$150,000 and it is not a syndicate whose individual share of the aggregate acquisition cost of such Placement Shares is less than C$150,000, or if it is a syndicate, the share or any portion of each shareholder, member or partner of the syndicate, of the aggregate acquisition cost to it is not less than C$150,000; or

-- as agent for a disclosed principal, such disclosed principal is purchasing as principal for its own account and not for the benefit of any other person and is purchasing for investment only and not with a view to the resale of the Placement Shares and no other person will have a beneficial interest in the Placement Shares, it is purchasing a sufficient number of Placement Shares so that such disclosed principal has an aggregate acquisition cost for such Placement Shares of not less than C$150,000, such disclosed principal is resident in a Province of Canada, and it is an agent with proper authority to execute all documents required in connection with the purchase on behalf of the disclosed principal and such disclosed principal on whose behalf it is acting is not a syndicate whose individual share of the aggregate acquisition cost of such Placement Shares is less than C$150,000, or if such disclosed principal is a syndicate, the share or any portion of each shareholder, member or partner of the syndicate, of the aggregate acquisition cost to such disclosed principal is not less than C$150,000;

(2) it, or, where permitted by law, any ultimate purchaser for which it is acting as agent, are entitled under applicable Canadian securities laws to purchase the Placement Shares without the benefit of a prospectus qualified under such securities laws, and without limiting the generality of the foregoing are an "accredited investor" as defined in Section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions and:

-- are purchasing the Placement Shares from a dealer registered as an "investment dealer" or "exempt market dealer" as defined under applicable securities laws; or

-- are a "permitted client" as defined in Section 1.1. of NI 31-103 Registration Requirements and Exemptions ("NI 31-103") and are purchasing the Placement Shares from a dealer permitted to rely on the "international dealer exemption" contained in Section 8.18 of NI 31-103; or

-- are a resident in British Columbia, Alberta, Saskatchewan or Manitoba and are purchasing the Placement Shares from a dealer entitled to rely on a dealer registration exemption for trades with "accredited investors" made available under a blanket order issued by the applicable securities regulatory authority.

(iii) it acknowledges that any holding statement confirming the issuance of the Placement Shares MAY bear the following legend:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATER OF (i) [INSERT DISTRIBUTION DATE], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.";

(iv) it agrees that it has not received any "offering memorandum" as defined under applicable securities laws in respect of the Placement Shares; and

(v) it acknowledges and agrees that the resale of shares purchased hereunder may be subject to restrictions under applicable law, that it is its responsibility for determining applicable restrictions and it agrees not to resell the shares except in accordance with applicable Canadian laws and to reign resale restrictions and in accordance with the terms of applicable restrictions.

(e) if it and any beneficial purchaser for whom it is contracting hereunder are a purchaser in the United States or a U.S. Person (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended) (U.S. Person):

(i) it is an institutional "accredited investor" that satisfies the criteria set forth in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the U.S. Securities Act of 1933 (U.S. Securities Act)) (an Institutional Accredited Investor) and purchasing the Placement Shares for its own account or for an account of one or more other Institutional Accredited Investors as to which you exercise sole investment discretion and not with a view to any resale or distribution;

(ii) it is not purchasing the Placement Shares as a result of any form of "general solicitation" or "general advertising" (as such terms are defined in Regulation D of the U.S. Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(iii) it agrees that if it decides to offer, sell or otherwise transfer the Placement Shares, it will not offer, sell or otherwise transfer any of such Placement Shares directly or indirectly, unless:

(i) the transfer is to the Company;

(ii) the transfer is made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

(iii) the transfer is made within the United States in accordance with:

(A) Rule 144A under the U.S. Securities Act to a person reasonably believed to be a Qualified Institutional Buyer (as defined under Rule 144A of the Securities Act) that purchases for its own account or for the account of one or more Qualified Institutional Buyers and to whom notice is given that the offer, sale or transfer is made in reliance on Rule 144A under the U.S. Securities Act; or

(B) the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with applicable state laws and regulations; or

(iv) the Placement Shares are transferred in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities and you have prior to such sale furnished to the Company an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Company;

(iv) it understands that, and it will inform each Institutional Accredited Investor, if any, for whose account it is acquiring any Placement Shares that, the Placement Shares will constitute "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and that the Placement Shares are being issued in non-certificated form; it further understands that upon the original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, the confirmation of the issuance of the Placement Shares, and all certificates issued in exchange for those non-certificated securities, will bear the following legend:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ALLIED GOLD LIMITED THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO ALLIED GOLD LIMITED, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (i) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (ii) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C)(ii) AND (D) ABOVE, THE SELLER HAS FURNISHED TO ALLIED GOLD LIMITED AN OPINION TO SUCH EFFECT, FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO ALLIED GOLD LIMITED, PRIOR TO SUCH OFFER, SALE OR TRANSFER.

SUBJECT TO APPLICABLE AUSTRALIAN LAW, AND PROVIDED THAT ALLIED GOLD IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, AND PROVIDED FURTHER THAT THE FOLLOWING PROCEDURE COMPLIES WITH U.S. SECURITIES LAWS AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO U.S. RESTRICTIVE LEGENDS MAY BE OBTAINED FROM ALLIED GOLD LIMITED UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO ALLIED GOLD LIMITED, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT."

provided, that (i) if the Placement Shares are being sold under clause (B) above, at a time when the Company is a "foreign issuer" as defined in Rule 902 under the U.S. Securities Act, the legend set forth above on any certificated securities may be removed by providing a declaration in such form as the Company may from time to time prescribe to the Company's transfer agent, to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act; and (ii) if any of the Placement Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Company's transfer agent of an opinion of counsel satisfactory to the Company to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws;

(v) it understands that the Company may instruct its registrar and transfer agent not to record any transfer of Placement Shares without first being notified by the Company that it is satisfied that such transfer is exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws;

(vi) it consents to the Company making a notation on its records or giving instruction to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described herein;

(vii) it understands and acknowledges that the Company has no obligation or present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Placement Shares in the United States;

(viii) it and each other Institutional Accredited Investor, if any, for whose account it is acquiring any Placement Shares have the financial ability to bear the economic risk of the investment in the Placement Shares, adequate means to provide for your or their current needs and other contingencies and to withstand the loss of the entire investment in the Placement Shares and no need for liquidity with respect to the investment in the Placement Shares;

(f) if it is a Purchaser in the United Kingdom it:

(i) is a "qualified investor" for the purposes of section 86(7) of the Financial Services and Markets Act 2000 ("FSMA") who is purchasing the Placement Shares as principal for its own account and not for others, except in circumstances, to section 86(2) of FSMA applies;

(ii) is also a person falling within one or more of the categories of persons referred to in article 19 (investment professionals) or 49 (high net worth companies, etc) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005; and

(iii) understands, recognises and acknowledges that no prospectus has been or will be approved in connection with the Offer by the Financial Services Authority in the United Kingdom under section 87A of FSMA; or

(iv) if it is not in the United Kingdom but are acting for the account of a purchaser in the United Kingdom, that (i), (ii) and (iii) applies in respect of each such purchaser;

(g) If it is a purchaser in or otherwise subject to the laws of a member state of the European Union (other than, for the avoidance of doubt, the UK), (i) it is a "qualified investor" (as defined in Article 2(1)(e) of the Prospectus Directive 2003/71 EC) acting as a principal for its own account to whom an invitation or offer to subscribe for Placement Shares in the manner contemplated by this agreement and any communication or correspondence in connection therewith is permitted by the laws of that member state or (ii) if it is not in any such member state but are acting for the account of such person then (i) applies in respect of each such purchaser.

(h) if it is in a jurisdiction outside Australia, Hong Kong, Singapore, Canada, the United States, the United Kingdom or other member states of the European Union, it is a person to whom an invitation or offer to subscribe for the Placement Shares in the manner contemplated by this agreement and any communication or correspondence therewith is permitted by the laws of the jurisdiction in which it is situated or from where you submitted your bid to subscribe for Placement Shares and it is a person to whom the Placement Shares can lawfully be offered and issued under all applicable laws, without the need for any approval, registration, filing or lodgement of any kind, including a prospectus or other disclosure document;

(i) it confirms that its acceptance of the offer of Placement Shares and its performance of the obligations under the agreement arising on acceptance of such offer does not breach and complies with the requirements of all relevant laws and regulations of Australia (including, without limitation, the requirements of the Foreign Acquisitions and Takeovers Act 1975 (Cth)) and any other applicable jurisdiction;

(j) if it is not in the United States, nor a U.S. Person, or acting for the account or benefit of a person in the United States or a U.S. Person, it is acquiring the Placement Shares in an offshore transaction in accordance with Regulation S under the U.S. Securities Act as such term is defined in Rule 903 under the U.S. Securities Act;

(k) you understand that the offer and sale to it of the Placement Shares has not been and will not be registered under the U.S. Securities Act or the laws of any state of the United States; Therefore, it agrees that it will not offer, sell or pledge any Placement Shares in the United States or to any person acting for the account of any U.S. Person unless and until the Placement Shares are registered under the U.S. Securities Act (which you acknowledge the Company has no obligation to do) or offered, sold or pledged in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the laws of any state of the United States;

(l) it is purchasing the Placement Shares for its account or for the account of one or more persons for investment purposes only and not with the purpose of, or with a view to, the resale, transfer or distribution or granting, issuing or transferring interests in, or options over, the Placement Shares and in particular, neither you nor any other person for whose account it is purchasing the Placement Shares has any intention to distribute either directly or indirectly any of the Placement Shares in the United States, provided, however, that the Placement Shares may be offered, sold or otherwise disposed of pursuant to registration thereof pursuant to the U.S. Securities Act and any applicable state securities laws or under an exemption from such registration requirements;

(m) it has such knowledge and experience in financial and business matters and expertise in assessing credit and all other relevant risks that it is capable of evaluating independently, and have evaluated independently and conducted an in-depth detailed analysis on, the merits and risks of a purchase of the Placement Shares for itself and each other person, if any, for whose account it is acquiring any Placement Shares, and it has determined that the Placement Shares are a suitable investment for itself and each other person, if any, for whose account it is acquiring any Placement Shares, both in the nature and the number of the Placement Shares being acquired;

(n) it acknowledges that the Placement Shares are being issued to you in reliance on section 708A(5) of the Corporations Act, that the Company will be providing the ASX with a notice that complies with section 708A(5)(e) and 708A(6) of the Corporations Act within 5 business days of the date of issue of the Placement Shares, and that the Offer has not been made by way of a disclosure document or other offering memoranda;

(o) it is, or any beneficial purchaser for whom it is contracting hereunder is, acquiring the Placement Shares pursuant to and in compliance with an exemption from the prospectus requirements of securities laws of the jurisdiction of residence and will provide the Company and the Joint Lead Managers, on request, whether before or after the Payment Date, with evidence of such compliance;

(p) it is aware that publicly available information about the Company can be obtained from the Australian Securities and Investments Commission (including its website at http://www.asic.gov.au), the ASX (including its website at http://www.asx.com.au) and that certain publicly available information about the Company can be obtained from the Company's website at www.alliedgold.com.au;

(q) it has had access to all information that it believes is necessary or appropriate in connection with, and for an adequate time prior to, your purchase of the Placement Shares. It acknowledges and agrees that it will not hold the Beneficiaries responsible for any misstatements in, or omissions from, any publicly available information concerning the Company;

(r) it has made and relied entirely upon its own assessment of the Company, and have conducted your own independent investigation with respect to the Placement Shares and the Company;

(s) it shall obtain its own advice regarding the tax consequences in any jurisdiction of purchasing, owning or disposing of any Placement Shares;

(t) it has not relied on any investigation that any Beneficiary may have conducted with respect to the Placement Shares or the Company. No Beneficiary has made any representation to you, express or implied, with respect to the Placement Shares or the Company;

(u) it acknowledges that the offer of Placement Shares does not constitute a securities recommendation or advice in relation to any securities, and that no securities recommendation or advice has been made or given to you by any Beneficiary in relation to such offer or the Placement Shares;

(v) it acknowledges that an investment in the Placement Shares involves a degree of risk;

(w) except to the extent that liability cannot by law be excluded, it acknowledges that none of the Beneficiaries accept any responsibility in relation to the offer of the Placement Shares or for the accuracy or completeness of any information given to it in connection with the Offer;

(x) it acknowledges and agrees that you will accept the decisions and actions of the Joint Lead Managers in respect of the offer of the Placement Shares and the acceptance of any offer of Placement Shares does not oblige the Joint Lead Managers to consult with you as to any matter or qualify the exercise or non-exercise of rights arising under or in relation to the offer of the Placement Shares;

(y) it has been independently advised as to any resale restrictions under applicable securities laws, including without limitation any resale restrictions under the Corporations Act or in your own jurisdiction;

(z) it is not a Related Party (as defined in section 228 of the Corporations Act) of the Company and it is not an Associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of the Company;

(aa) it acknowledges and agrees that if RBC takes title to the Placement Shares it does so only as agent for the Company for the purposes of effecting settlement and it agrees to release RBC from any liability incurred by it in acting in such capacity (whether arising out of any act or omission by the Company in relation to the offer or to the Placement Shares or otherwise);

(bb) if it is acquiring any Placement Shares for an account of one or more persons, it has full power to make the acknowledgements, representations, warranties and agreements hereunder on behalf of each such person and it will take reasonable steps to ensure that each such person will comply with its obligations hereunder; and

(cc) it acknowledges that the Beneficiaries will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements in conducting and undertaking the Offer.

(dd) it has read this Announcement, including the Appendix, in its entirety;

(ee) the exercise by the Joint Lead Managers of any right of termination or any right of waiver exercisable by them contained in the Mandate Letter, without limitation, the right to terminate the Mandate Letter, is within their absolute discretion and neither will have any liability to any Purchaser whatsoever in connection with any decision to exercise or not exercise any such rights;

(ff) if (i) any of the conditions in the Mandate Letter are not satisfied (or, where relevant, waived), or (ii) the Mandate Letter is terminated or does not otherwise become unconditional in all respects prior to the admission of the Placement Shares, the Offer will lapse and its rights hereunder shall cease and determine at such time and no claim shall be made by any Purchaser in respect thereof;

(gg) no offering document or prospectus has been, or will be, prepared in connection with the Offer of the Placement Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

(hh) the ordinary shares are (and the Placement Shares will be) listed on AIM, ASX and TSX, and Allied Gold is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM, ASX and the Canadian securities regulatory authorities and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other AIM, ASX or TSX Listed company, without undue difficulty;

(ii) none of the Joint Lead Managers or Allied Gold nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placement Shares or Allied Gold or any other person other than this Announcement; nor has it requested any of the Brokers or Allied Gold nor any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

(jj) the content of this Announcement is exclusively the responsibility of Allied Gold and that none of the Joint Lead Managers nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of Allied Gold and will not be liable for any Purchaser's decision to participate in the Offer based on any information, representation or statement contained in this Announcement or otherwise. Each Purchaser further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Purchaser has relied in committing itself to subscribe for the Placement Shares is contained in this Announcement and any information previously published by Allied Gold, such information being all that it deems necessary to make an investment decision in respect of the Placement Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Joint Lead Managers or Allied Gold and none of the Joint Lead Managers or Allied Gold will be liable for any Purchaser's decision to accept an invitation to participate in the Offer based on any other information, representation, warranty or statement. Each Purchaser further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Allied Gold in deciding to participate in the Offer;

(kk) neither it, nor the person specified by it for registration as a holder of Placement Shares is, or is acting as nominee or agent for, and that the Placement Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

(ll) it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007 (the Regulations) and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity the Joint Lead Managers have not received such satisfactory evidence, the Joint Lead Managers may, in their absolute discretion, terminate your Offer Participation in which event all funds delivered by you to the Joint Lead Managers (if any) will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

(mm) it has not offered or sold and, prior to the expiry of a period of six months from the admission of the Placement Shares, will not offer or sell any Placement Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

(nn) it has not offered or sold and will not offer or sell any Placement Shares to persons in the European Union prior to the admission of the Placement Shares, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Union within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

(oo) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placement Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

(pp) it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placement Shares in, from or otherwise involving, the United Kingdom;

(qq) it and any person acting on its behalf is entitled to subscribe for and purchase the Placement Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise;

(rr) it (and any person acting on its behalf) will make or procure payment for the Placement Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placement Shares may be placed with other subscribers or sold as the Joint Lead Managers may in their discretion determine and without liability to such Purchaser;

(ss) the person whom it specifies for registration as holder of the Placement Shares will be (i) itself or (ii) its nominee, as the case may be. Neither of the Joint Lead Managers nor Allied Gold will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Purchaser and any person acting on behalf of such Purchaser agrees to participate in the Offer and it agrees to indemnify Allied Gold and the Joint Lead Managers in respect of the same on the basis that the Placement Shares will be allotted to the CREST stock account of the Joint Lead Managers who will hold them as nominee on behalf of such Purchaser until settlement in accordance with its standing settlement instructions;

(tt) Allied Gold and the Joint Lead Managers and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Lead Managers on its own behalf and on behalf of Allied Gold and are irrevocable;

(uu) to indemnify and hold Allied Gold and the Joint Lead Managers and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Offer;

(vv) its commitment to subscribe Placement Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Offer and that Purchasers will have no right to be consulted or require that their consent be obtained with respect to Allied Gold's conduct of the Offer. The foregoing representations, warranties and confirmations are given for the benefit of Allied Gold and the Joint Lead Managers. The agreement to settle a Purchaser's subscription (and/or the subscription of a person for whom such Purchaser is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from Allied Gold for the Offer Shares in question. Such agreement assumes, and is based on the warranty above from each Purchaser, that neither it, nor the person specified by it for registration as holder, of Offer Shares is, or is acting as nominee or agent for, and that the Placement Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp

duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placement Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Purchaser agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither Allied Gold nor the Joint Lead Managers shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Purchaser should seek its own advice and notify the Brokers accordingly;

(ww) that no action has been or will be taken by any of Allied Gold, the Joint Lead Managers or any person acting on behalf of Allied Gold or the Joint Lead Managers that would, or is intended to, permit a public offer of the Placement Shares in any country or jurisdiction where any such action for that purpose is required;

(xx) that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placement Shares or the agreement by them to subscribe for any Placement Shares; and

(yy) that the Joint Lead Managers or any of their affiliates may, at their absolute discretion, agree to become a Purchaser in respect of some or all of the Placement Shares.

(zz) When a Purchaser or person acting on behalf of the Purchaser is dealing with the Joint Lead Managers, any money held in an account with any of the Joint Lead Managers on behalf of the Purchaser and/or any person acting on behalf of the Purchaser will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA.

(aaa) The Purchaser acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Lead Managers' money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Purchaser will rank only as a general creditor of the Joint Bookrunner. All times and dates in this Announcement may be subject to amendment. The Joint Lead Managers shall notify the Purchasers and any person acting on behalf of the Purchasers of any changes.

(bbb) Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

11. Entire Agreement

The terms set out in this Appendix and the allocation of Placement Shares (including the subscription amount payable) as confirmed to a Purchaser, constitute the entire agreement to the terms of the Offer and a Purchaser's participation in the Offer to the exclusion of prior representations, understandings and agreements between them. Any variation of such terms must be in writing.

12. Governing Law and Jurisdiction

The agreement arising out of acceptance of the Offer shall be governed by and construed in accordance with the laws of New South Wales, Australia and each Purchaser agrees to submit to the exclusive jurisdiction of the courts of that State.

This information is provided by RNS

The company news service from the London Stock Exchange

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