Allied Gold 提交6-K文件 披露2026年股東周年大會詳情及紫金礦業交易進展

EX-99.1
2
tm2619287d2_ex99-1.htm
EXHIBIT 99.1

 

 

Exhibit
99.1

 

 

Allied
Gold Corporation

 

**On
January 26, 2026, Allied Gold Corporation entered into a Plan of Arrangement with Zijin Gold International Company Limited. Although
the transaction remains subject to final regulatory approvals and has not yet closed, Allied is required under applicable corporate law
to hold an annual general meeting of shareholders. Accordingly, shareholders have received this Management Information Circular in connection
with an annual general meeting of shareholders of Allied scheduled for August 7, 2026. The Statement of Executive Compensation,
which was filed on May 20, 2026 in anticipation of possibly not requiring a shareholder meeting given the ongoing transaction with
Zijin Gold, is attached as Schedule A to this Management Information Circular. If the transaction with Zijin Gold closes prior to, or
on or about August 7, 2026, the annual general meeting will be cancelled.

 

2026

Notice
of Annual General Meeting of Shareholders

Management
Information Circular

 

  

  

 

 

Table
of Contents

 

 
 NOTICE OF OUR 2026 ANNUAL
 GENERAL MEETING OF SHAREHOLDERS
 2

 
 ABOUT THE SHAREHOLDER MEETING
 3

 
 HOW TO VOTE
 3

 
 VOTING AT THE ONLINE MEETING
 6

 
 CHANGING YOUR VOTE
 6

 
 QUESTIONS AT THE MEETING
 7

 
 BUSINESS OF THE MEETING
 8

 
 CURRENCY AND EXCHANGE RATE INFORMATION
 8

 
 ABOUT THE NOMINATED DIRECTORS
 8

 
 DIRECTOR BIOGRAPHIES
 10

 
 DIRECTOR SHARE OWNERSHIP
 20

 
 DIRECTOR MEETING ATTENDANCE
 21

 
 OUR GOVERNANCE PRACTICES
 22

 
 ABOUT THE BOARD
 23

 
 BOARD OF DIRECTOR COMPENSATION
 31

 
 COMPENSATION DISCUSSION AND ANALYSIS
 32

 
 EQUITY COMPENSATION PLANS
 33

 
 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE
 OFFICERS
 33

 
 INTEREST OF MANAGEMENT AND OTHERS IN
 MEETING BUSINESS AND MATERIAL TRANSACTIONS
 33

 
 OTHER INFORMATION
 34

 
 SCHEDULE A
 1

 
 SCHEDULE B
 24

 

 

  

 2

 

 

NOTICE
OF OUR 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

 
 When

 Friday,
 August 7, 2026

 11:00
 a.m. (Toronto time)

 Where

 Virtual
 meeting only via live audio webcast online at:

 meetnow.global/M6M9QVW
 

  

 
 

You
have received this management information circular because you owned common shares of Allied Gold Corporation (“Allied”)
on July 7, 2026 (the record date set by the board of directors) and are entitled to vote at our 2026 annual general
meeting of shareholders.

 

Management
is soliciting your proxy for the meeting. We are soliciting proxies mainly by mail; however, an Allied employee may also contact you.
The costs of preparing and distributing the meeting materials and the cost of soliciting proxies will be borne by Allied.

 

Information
in this circular is as of June 15, 2026, unless stated otherwise. All dollar amounts are in United States (US) dollars based on
the close of business exchange rates quoted by the Bank of Canada, unless indicated as Canadian dollars (Cdn$).

 

On
June 29, 2026, the board of directors approved the contents of this circular and authorized us to send it to all registered shareholders
of record.

 

By
order of the board of directors,

 

“Sofia
Tsakos”

 

Sofia
Tsakos

Chief
Legal Officer and Corporate Secretary

 

Allied
Gold Corporation

Toronto,
Ontario

June 29,
2026

 

  

 3

 

 

ABOUT
THE SHAREHOLDER MEETING

 

Who
can vote

 

If
you held our common shares as of our record date of July 7, 2026, you’re entitled to vote at our 2026 annual general meeting.
Each common share (the “Common Shares”) in the capital of Allied Gold Corporation (“Allied” or
the “Company”) entitles the holder to one vote on each item of business.

 

We’ll
prepare a list of all registered shareholders of record who are entitled to vote, as required by the Business Corporations Act (Ontario).
Our transfer agent, Computershare Trust Company of Canada (“Computershare”), will have a copy at their office if you
want to review it.

 

As
of June 15, 2026, we had 126,547,893 Common Shares issued and outstanding. Management and the board of directors own an aggregate
of 20,372,592 Common Shares (representing 16% of the issued and outstanding Common Shares), and are not aware of any person or company
that beneficially owns (directly or indirectly) or exercises control or direction over Common Shares carrying more than 10% of the voting
rights as of the date of this circular.

 

Registered
shareholders

 

You are a registered shareholder if you have a share certificate or a direct registration system statement (DRS) in your name.

 

Non-registered
shareholders

 

Many of our shareholders are non-registered (or beneficial) shareholders. This means that the shares are registered in the name
of either an intermediary or a clearing agency that acts on behalf of your nominee.

 

HOW
TO VOTE

 

The
meeting will be held in a virtual-only format only, which will be conducted online via live audio webcast, providing shareholders with
greater access and opportunity to attend and participate in the meeting. Shareholders will not be able to attend the meeting in person.
Join the meeting online at: meetnow.global/M6M9QVW

 

A
summary of the information shareholders will need to attend the meeting online is provided below. For more information on how to attend
and participate in the meeting online, please also see the Virtual AGM User Guide that is available on the Company’s website at
www.alliedgold.com.

 

Registered
shareholders

 

Your
meeting materials includes a proxy form.

 

If
you are a registered shareholder, or a duly appointed proxyholder, you will be able to attend the meeting, ask questions and vote in
real time, provided you are connected to the internet and comply with the requirements set out below.

 

You
may also vote by completing the proxy form and delivering it according to the instructions contained in the proxy or voting instruction
form and this circular.

 

Voting
by proxy

 

Voting
by proxy means appointing a proxyholder to vote your Common Shares according to your instructions. You can appoint anyone you choose
 – the person does not need to be a shareholder.

 

The
executive officers named in the proxy form (i.e. the Allied proxyholders) will act as your proxyholder and vote your Common Shares according
to your instructions unless you appoint someone else to be your proxyholder (see below).

 

If
you appoint the Allied proxyholders and don’t indicate your voting instructions, they will vote your Common Shares:

 

·for
 the nominated directors

 

·for
 the appointment of the auditors

 

  

 4

 

 

If
you do not indicate your voting instructions, your proxyholder can vote as they see fit.

 

A
registered shareholder has the right to appoint a different person or company, who not need be a shareholder, as proxyholder/alternate
proxyholder to represent the registered shareholder at the meeting by striking out the names of the persons named in the proxy and inserting
the name of that other person or company in the blank space provided. If you leave a space on the proxy blank, the Allied proxyholders
named on the proxy will be appointed to act as your proxyholder. The appointment of your proxyholder must be completed before registering
your proxyholder with Computershare, which is an addition step to be completed once you have submitted your proxy, as further detailed
below.

 

Shareholders
who wish to appoint someone other than the Allied proxyholders as their proxyholder to attend and participate at the meeting as their
proxy and vote their Common Shares must FIRST submit their proxy appointing that person as proxyholder AND SECOND register
that proxyholder with Computershare, as described below. Registering your proxyholder is an additional step to be completed AFTER
you have submitted your proxy. Failure to register your proxyholder will result in the proxyholder not receiving the Invite Code that
is required to vote at the meeting.

 

How
to send us your proxy form

 

You
can send your completed proxy form to Computershare by phone, fax, mail, or the internet, as described below, or by following the instructions
on the proxy form included in your package:

 

1.Internet
 - Go to www.investorvote.com, enter your 15-digit control number and provide your voting
 instructions.

 

2.Telephone
 - Call 1-866-732-VOTE (8683) from a touch-tone phone and follow the automatic voice recording
 instructions to vote. You will need your 15-digit control number from your proxy to vote.

 

3.Fax
 - Complete your voting instructions, sign and date the proxy and fax it to Computershare
 at 1-866-249-7775 (for registered shareholders in Canada and the US) or 1-416-263-9524 (for
 registered shareholders outside Canada and the US).

 

4.Mail
 – Complete, sign and date your form of proxy and send it to: Computershare Investor
 Services Inc. Attention: Proxy Department, 320 Bay Street, 14th Floor, Toronto,
 Ontario, M5H 4A6.

 

Computershare
must receive the completed form by 11 a.m. (Toronto time) on August 5, 2026. If the meeting is postponed or adjourned, Computershare
must receive the form at least 48 hours (not including Saturdays, Sundays and holidays) before the meeting is reconvened. The Chairman
of the meeting can accept or reject late proxies at his discretion.

 

How
to Register your proxyholder with Computershare

 

After
you have appointed your proxyholder in your proxy form, in order to register your proxyholder with Computershare shareholders must visit
http://www.computershare.com/AlliedGold by 11 a.m. (Toronto time) on August 5, 2026 and provide Computershare with the
required proxyholder contact information so that Computershare may provide the proxyholder with an Invite Code via email.

 

In
order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from
Computershare containing an Invite Code. Without an Invite Code, proxyholders will not be able to vote at the meeting, but will be able
to attend as a guest.

 

Voting
at the Meeting

 

Registered
Shareholders and duly appointed proxyholders may vote at the online meeting by completing a ballot online during the meeting, as further
described below. If you plan to attend the meeting and want to vote your Common Shares at the meeting, do not complete or return the
enclosed proxy. Your vote will be taken and counted at the meeting. Attending the meeting online enables registered shareholders to participate
at the meeting and ask questions in real time. Registered shareholders can vote at the appropriate times during the meeting.

 

For
registered shareholders, the 15-digit control number is located on the form of proxy or in the email notification you received.

 

Questions?

 

Call
Computershare at 1-800-564-6253 or 514-982-7555.

 

  

 5

 

 

Non-registered
shareholders

 

Your
meetings materials include either a proxy or voting instruction form.

 

Shareholders
are “non-registered” shareholders if the Common Shares they own are not registered in their names but are instead registered
in the name of the brokerage firm, bank or trust company through which they purchased or hold the Common Shares. Common Shares beneficially
owned by a non-registered shareholder are registered either: (i) in the name of an intermediary that the non-registered shareholder
deals with in respect of the Common Shares; or (ii) in the name of a clearing agency of which the intermediary is a participant.

 

If
you are a non-registered shareholder, the documents that you receive, and who you receive them from, will vary depending upon whether
you are a non-objecting beneficial owner (a “NOBO”), which means you have provided instructions to your intermediary
that you do not object to the intermediary disclosing beneficial ownership information about you to the Company for certain purposes,
or an objecting beneficial owner (an “OBO”), which means that you have provided instructions to your intermediary
that you object to the intermediary disclosing such beneficial ownership information. In either case, you have the right to exercise
voting rights attached to the Common Shares beneficially owned by you if you follow the procedures outlined below.

 

Be
sure to send back your completed form as soon as possible so your intermediary (the registered shareholder) has enough time to carry
out your voting instructions. Non-registered shareholders can also vote online or by telephone:

 

1.Internet
 - Go to www.proxyvote.com, enter your 16-digit control number and provide your voting instructions.

 

2.Telephone
 - Call the toll-free number listed on your voting instruction form from a touch-tone phone
 and follow the automatic voice recording instructions to vote. You will need your 16-digit
 control number to vote.

 

NOBOs

 

If
you are a NOBO, and unless you have previously informed your intermediary that you do not wish to receive materials relating to the meeting,
you should receive or have already received from the Company or its agent the meeting materials including a voting instruction form or
form of proxy. These security holder materials are being sent to both registered shareholders and non-registered shareholders. If you
are a non-registered shareholder and the Company or its agent has sent these materials directly to you, your name and address and information
about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary
holding the Common Shares on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary
holding the Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing
your proper voting instructions. Please return your voting instructions as specified in the voting instruction form or form of proxy.

 

OBOs

 

If
you are an OBO, the Company will pay for intermediaries to forward the proxy-related materials to you. If you receive or have already
received from your intermediary either a voting instruction form or a proxy form, follow the instructions provided in order to ensure
your Common Shares are voted in accordance with your instructions. Intermediaries have their own mailing procedures and provide their
own instructions. These procedures may allow for providing voting instructions by telephone, on the Internet, by mail or by fax.

 

If
you wish to vote yourself, write your name in the place provided for that purpose on the voting instruction form provided to you and
we will deposit it with Computershare, or, if you request on the voting instruction form, we will send you a proxy that will grant you
or your appointee the right to vote on your behalf. If you have an appointee vote on your behalf, please complete and return the information
requested in the voting instruction form to provide your specific voting instructions. If you do not return your voting instructions
as specified in the voting instruction form, your Common Shares will not be voted.

 

If
you are a non-registered shareholder and wish to vote at the online meeting, you must insert your own name in the space provided on the
voting instruction form sent to you by your intermediary, following all of the applicable instructions provided by your intermediary
AND registered yourself as your proxyholder, as described below. By doing so you are instructing your intermediary to appoint you
as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also
see further instructions below.

 

  

 6

 

 

Shareholders
who wish to appoint someone other than the Allied proxyholders as their proxyholder to attend and participate at the meeting as their
proxy and vote their Common Shares must FIRST submit their voting information form appointing that person as proxyholder AND
SECOND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER
you have submitted your voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving
an Invite Code that is required to vote at the meeting.

 

How
to Register your proxyholder with Computershare

 

After
you have appointed your proxyholder in your voting information form, in order to register your proxyholder with Computershare shareholders
must visit http://www.computershare.com/AlliedGold by 11 a.m. (Toronto time) on August 5, 2026 and provide Computershare
with the required proxyholder contact information so that Computershare may provide the proxyholder with an Invite Code via email.

 

In
order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from
Computershare containing an Invite Code. Without an Invite Code, proxyholders will not be able to vote at the meeting, but will be able
to attend as a guest.

 

Non-registered
shareholders who have not duly appointed themselves as proxyholder will be guests only at the meeting. Such non-registered shareholders
can log into the meeting as set out below; however, non-registered shareholders/guests can only listen to the meeting, and are not able
to vote.

 

VOTING
AT THE ONLINE MEETING

 

Registered
shareholders and duly appointed proxyholders, and non-registered shareholders who have not duly appointed themselves as proxyholders,
can access the online meeting as follows:

 

·Login
 online at meetnow.global/M6M9QVW.  We recommend that you log in at least one
 hour before the meeting starts.

 

·Click
 on “Shareholder” and enter a Control number or Invite Code.

 

OR

 

·Click
 on “Guest” and then complete the online form.

 

CHANGING
YOUR VOTE

 

You
can provide new voting instructions if you change your mind about how you want to vote your shares after you have submitted a proxy or
voting information form.

 

Registered
shareholders

 

Revoke
your proxy by sending a notice in writing by you or your authorized attorney (or by a duly authorized officer or attorney if the registered
shareholder is a corporation) to our head office:

 

Allied
Gold Corporation

Royal
Bank Plaza, North Tower

200
Bay Street, Suite 2200

Toronto,
ON, Canada M5J 2J3

Attention:
Sofia Tsakos, Chief Legal Officer and Corporate Secretary

 

You
can send the notice up to 11 a.m. (Toronto time) on August 5, 2026 or in any other manner permitted by law.

 

Non-registered
shareholders

 

Follow
the instructions provided by your intermediary to revoke your proxy.

 

  

 7

 

 

QUESTIONS
AT THE MEETING

 

Registered
shareholders and duly appointed proxyholders (including Non-registered shareholders who have appointed themselves or third party proxyholders)
who attend the meeting virtually and have properly followed the instructions in this circular to vote virtually at the meeting will have
an opportunity to ask questions at the meeting on each resolution as it is being considered at the meeting and during the question period
at the end. Should any such shareholder or proxyholder wish to ask a question, the shareholder or proxyholder should access the Q&A
tab, type your question into the box at the bottom of the screen and then press send. The chair of the meeting will also reserve time
at the meeting for management to answer questions from registered shareholders and duly appointed proxyholders and guests that attend
the meeting. All submitted questions will be moderated before being sent to the chair of the meeting. Questions can be submitted at any
time during the meeting up until the chair of the meeting closes the question period. It is anticipated that shareholders will have substantially
the same opportunity to ask questions on matters of business before the meeting as in past years when the annual meeting of Shareholders
was held in person, provided that such shareholders have properly followed the instructions in this circular to participate in the virtual
meeting and remain connected to the internet at all relevant times.

 

It
is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. You will
also need to be using a supported browser, which currently includes the latest version of Chrome, Safari, Edge or Firefox. Please also
review the Virtual AGM User Guide available on the Company’s website at www.alliedgold.com to assist in registering and
participating at the meeting.

 

Shareholders
with questions regarding the virtual meeting platform or requiring assistance accessing the meeting website should contact Computershare
at 1-888-724-2416 (local) or +1 781-575-2748 (international).

 

  

 8

 

 

BUSINESS
OF THE MEETING

 

 1.
 Receive the financial statements (available at www.alliedgold.com or on our profile
 at www.sedarplus.ca and/or www.sec.gov)

 

Management’s report to shareholders, our
audited consolidated financial statements and the auditors’ report for the year ended December 31, 2025 have been made available.

  

  
  

 2.
 Elect the directors

 

You’ll vote on electing ten directors to
the board to hold office until the end of the next annual meeting, or until their successors are appointed. All of the nominated directors
have expressed their willingness to serve.

 

You can vote for or withhold your vote
for the following individuals:

 Management recommends you vote for each nominated director

 

  
 1.
 John Beardsworth
 6.
 Peter Marrone

  
 2.
 John Begeman
 7.
 Daniel Racine

  
 3.
 Pierre Chenard
 8.
 Jane Sadowsky

  
 4.
 Justin Dibb
 9.
 Dino Titaro

  
 5.
 Richard Graff
 10.
 Oumar Toguyeni

 

 3.
 Re-appoint the auditors (see also our annual information form at www.alliedgold.com
 or on our profile at www.sedarplus.ca and/or our Form 40-F at www.sec.gov).

 

You’ll vote on re-appointing KPMG LLP (“KPMG”)
as our external auditors until the end of the next annual meeting. You will also be asked to authorize the directors of the Company to
fix KPMG’s remuneration. KPMG were first appointed as auditors of the Company on March 26, 2024. You can vote for or
withhold your vote for the re-appointment of KPMG and the authorization of the directors of the Company to fix their remuneration.

 

Additional information with respect to our external
auditors, including the audit committee charter and fees paid to the auditor, can be found in our most recent Annual Information Form available
on our profile at www.sedarplus.ca and/or Form 40-F available on our profile at www.sec.gov.

 Management recommends you vote for
 the re-appointment of KPMG as our auditors

  
  

 4.
 Other business

 

We’re not aware of any other business that
may properly be brought before the meeting.

  

  

CURRENCY
AND EXCHANGE RATE INFORMATION

 

This
circular contains references to both United States dollars and Canadian dollars. All dollar amounts referenced, unless otherwise indicated,
are expressed in United States dollars. Canadian dollars are referred to as “Cdn$”.

 

ABOUT
THE NOMINATED DIRECTORS

 

Size
of the board

 

According
to our articles and the Business Corporations Act (Ontario), our board must have three to 15 directors. You will be voting on
electing ten directors to our board on August 7, 2026.

 

Board
qualifications

 

The
ten directors nominated this year represent a strong and diverse mix of experience in finance, mining, engineering, sustainability, risk
management, metallurgy, mergers and acquisitions, and international business, key skills for overseeing our affairs and guiding our strategic
growth. When considering candidates for a renewed board, we balance collaboration and efficiency with diverse expertise, perspectives
and skills.

 

  

 9

 

 

Elected
directors will hold office until the end of our next annual meeting, unless they step down for any reason under the terms of our by-laws.
Management does not believe that any of them will not be able to serve, but if this happens, your proxyholder can vote for another person
using their best judgment.

 

You
can read about the nominated directors in this circular, including information they’ve provided about the Common Shares they beneficially
own, control or direct, either directly or indirectly, and any stock options (“Options”), deferred share units (“DSUs”),
restricted share units (“RSUs”) and performance share units (“PSUs”) they beneficially own, directly,
as at June 15, 2026.

 

Majority
voting

 

In
accordance with the requirements of the Toronto Stock Exchange (the “TSX”), the board has adopted a majority voting
policy that will require a nominee for election as a director who does not receive a greater number of votes “for” than votes
 “withheld” with respect to the election of directors by shareholders to tender a resignation to the corporate governance
and nominating committee promptly following the applicable meeting of shareholders. Under the terms of the majority voting policy, our
corporate governance and nominating committee will be required to consider such resignation and make a recommendation to our board on
whether to accept such resignation. The board will accept such resignation unless it determines, in consultation with the corporate governance
and nominating committee, that there are exceptional circumstances that would warrant the director continuing to serve on the board,
as determined by the board in accordance with its fiduciary duties to the Company. Our board will be required to make its decision within
90 days following the relevant meeting of shareholders and promptly announce its decision in a press release, including the reasons for
such decision if the board does not accept the resignation. A director who tenders a resignation pursuant to the majority voting policy
will not be permitted to participate in any meeting of our board or our corporate governance and nominating committee at which the resignation
is considered.

 

Related
party transactions

 

Allied’s
related party transactions policy states that the disinterested members of the audit committee are responsible for reviewing and evaluating
related party transactions. The policy defines "related party" and a "related party transaction" in accordance with
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The audit committee will conduct a reasonable review and oversee all related party transactions and such transactions will be prohibited
if the audit committee determines it to be inconsistent with the interests of the Company and its shareholders. The review will consider,
among other matters required by law, the nature of the benefit to be conferred on the related party, the extent of the related party’s
interest in the transaction, the business reasons for the related party transaction, whether the related party transaction would impair
the independence of the outside director and whether the related party transaction would constitute an improper conflict of interest
for any officer or director. Furthermore, the Company will maintain reasonable and effective procedural safeguards designed to ensure
that related party transactions are identified and addressed in accordance with applicable laws and financial reporting requirements.
Among such safeguards, management and the audit committee will review any potential related party transactions on at least a quarterly
basis.

 

  

 10

 

 

DIRECTOR
BIOGRAPHIES

 

 
 John
 Beardsworth

 
  

 
 Age:
 71

 Virginia,
 United States

 Lead
 Director

 Director/Lead
 Director since September 2023 / Independent

  

 Areas
 of expertise

 ·    Other
 Extractive Industries

 ·    Risk
 Management

 ·    Finance/Accounting

 ·    Capital
 Markets

 ·    International
 Business

 ·    Governance

 ·    Compensation

  

 John
 Beardsworth retired in 2021 as a senior partner of the law firm Hunton Andrews Kurth LLP
 (“Hunton”), where he served multiple terms as a member of the firm’s
 Executive Committee and Partnership Admission Committee. Mr. Beardsworth also served
 for ten years as Global Head of Hunton’s Business Practice Group and he served as Chair
 of the American Bar Association’s Infrastructure and Regulated Industries Section.
 Mr. Beardsworth is an Honorary Lecturer at the University of Dundee’s Center for
 Energy, Petroleum and Mineral Law and Policy. With over 40 years of experience, he focused
 his practice on energy and infrastructure transactions and finance, particularly in the oil,
 gas, electricity, mining and infrastructure sectors. Prior to retiring, Mr. Beardsworth
 served as Hunton’s relationship Partner for the World Bank, the International Finance
 Corporation, the U.S. International Development Finance Corporation, the Port Authority of
 Virginia, the U.S. Department of Energy and multiple sovereign Governments throughout the
 world, including many in Africa. In Chambers rankings, Mr. Beardsworth is one of two
 lawyers worldwide ranked with the highest “Senior Statespeople” designation for
 Africa Infrastructure Projects and Energy.

  

 Mr. Beardsworth
 is an internationally recognized author and speaker on the development and financing of energy, extractive industries, renewables
 and infrastructure projects with a particular focus on Africa and emerging markets. He is a co-author of the World Bank’s ground-breaking
 treatise on resource-financed infrastructure and his work in Africa has been the subject of feature articles. Mr. Beardsworth
 has undertaken speaking and lecturing assignments in North and South America, Africa, Europe and Africa, generally with a focus on
 emerging market development and finance.

 
  
  
  
  
  
  

 

 
 2025 meeting attendance 
   
 %  
 2025 compensation 
   

 
 Board of Directors 
 13/13 
  100% 
 Total compensation 
 $1,262,900 

 
 Compensation Committee 
 5/5 
  100% 
 Amount received as DSUs 
 $225,900 

 
 Corporate Governance and Nominating
 Committee 
 3/3 
  100% 
 DSUs of total compensation 
  18%

 

 

 
   
 Allied shares  
 DSUs  
 Options  
 Total Share Ownership
 (Fully Diluted) 

 
 Share ownership 
 72,017  
 10,000  
 93,333  
 175,350 

 

 

 
 Other
 public company boards during the last five years

 
 N/A

 
 

  

 11

 

 

 
 John
 Begeman

 
  

 
 Age:
 72

 South
 Dakota, United States

 Director

 Director
 since September 2023 / Independent

  

 Areas
 of expertise

 ·    Mining
 Operations

 ·    Other
 Extractive Industries

 ·    Risk
 Management

 ·    Sustainability

 ·    Finance/Accounting

 ·    Capital
 Markets

 ·    International
 Business

 ·    Governance

 ·    Project
 Management/Technical Services

 ·    Compensation

 John
 Begeman is a Professional Mining Engineer with over 40 years of mining experience. His extensive
 experience in the mining industry, combined with his background in precious metals operations,
 executive and project development management, provide valuable industry insight and perspective
 to both the board and management. He currently sits on the board of directors of i-80 Gold
 Corp. and Pan American Silver.

  

 Mr. Begeman
 previously served as the Executive Chairman of the board of Premier Gold Mines Limited, a director of African Gold Group, the President
 and Chief Executive Officer of Avion Gold Corporation, the Chief Operating Officer of Zinifex Canada Inc. and Vice President, Western
 Operations of Goldcorp Inc. (“Goldcorp”). Prior to his employment at Goldcorp, Mr. Begeman held various and
 progressive engineering and management positions with Morrison Knudsen Company’s mining operations group throughout the western
 United States. His experience in executive leadership in international mining operations, permitting and community involvement assists
 the board and management with its ongoing business endeavours. His past environmental and social license analysis along with project
 risk assessment also form a broad base of experience that the board and management can draw on.

  

 Mr. Begeman
 holds a B.S. in Mining Engineering, an M.S. in Engineering Management and an MBA. He has completed the Rotman-Institute of Corporate
 Directors (“ICD”) Directors Education program and is a member of the ICD with the ICD.D designation. He is also
 a member of the National Association of Corporate Directors (“NACD”) and is NACD Directorship Certified.

 
  
  
  
  
  
  

 

 
 2025 meeting attendance 
   
 %  
 2025 compensation 
   

 
 Board of Directors 
 13/13 
  100% 
 Total compensation 
 $1,339,150 

 
 Audit Committee 
 8/8 
  100% 
 Amount received as DSUs 
 $410,900 

 
 Sustainability Committee (Chair) 
 2/2 
  100% 
 DSUs of total compensation 
  31%

 

 

 
   
 Allied
 shares  
 DSUs  
 Options  
 Total Share
 Ownership 
 (Fully Diluted) 

 
 Share ownership 
  37,459  
  52,543  
  93,333  
  183,335 

 

 

 
 Other
 public company boards during the last five years

 
 Pan
 American Silver Corp.

 
 i-80
 Gold Corp.

 
 Toubani
 Resources Limited (ceased October 2021)

 
 

  

 12

 

 

 
 Pierre
 Chenard

 
  

 
 Age:
 65

 Quebec,
 Canada

 Director

 Director
 since September 2023 / Not Independent

  

 Areas
 of expertise

 ·    Other
 Extractive Industries

 ·    Risk
 Management

 ·    Sustainability

 ·    Finance/Accounting

 ·    Capital
 Markets

 ·    International
 Business

 ·    Governance

 ·    Board

 ·    Audit

 ·    Governance

 ·    Sustainability

 ·    Compensation

 Pierre
 Chenard has held various roles in both the corporate development and legal areas over the past 40 years. From April 2024 to
 September 2025, Mr. Chenard was the Chief Executive Officer of Manara Minerals Investment Company, a venture that invested
 in mining assets globally. From February 2021 up until the closing of the Transaction in September 2023, Mr. Chenard
 was Executive Director of Allied Gold Corp Limited. From April 2019 to February 2021, he was Executive VP, Corporate Development &
 Strategy at AngloGold Ashanti. Prior to that, Mr. Chenard spent 11 years with Rio Tinto Aluminum including 8 years as Vice President,
 Business Development and General Counsel - Aluminum, and had previously served as Vice President and General Counsel at Alcan Inc.
 From 1988 to 2000, Mr. Chenard was Vice President and Head of Corporate Development at Cambior Inc., a Canadian mining company
 who had mining operations in various countries including Guyana and Suriname. Mr. Chenard earned Civil and Common Law degrees
 from McGill University and has been a member of the Quebec Bar since 1984.

 
  
  
  
  
  
  

 

 
 2025 meeting attendance 
   
 %  
 2025 compensation 
   

 
 Board of Directors 
 13/13 
  100% 
 Total compensation 
 $1,249,900 

 
   
   
     
 Amount received as DSUs 
 $225,900 

 
   
   
     
 DSUs of total compensation 
  18%

 

 

 
   
 Allied
 shares  
 DSUs  
 Options  
 Total Share
 Ownership 
 (Fully Diluted) 

 
 Share ownership 
  107,520  
  10,000  
  93,333  
  210,853 

 

 

 
 Other
 public company boards during the last five years

 
 G
 Mining Ventures Corp.

 
 Blossom
 Gold Inc.

 
 

  

 13

 

 

 
 Justin
 Dibb

 
  

 
 Age:
 46

 Dubai,
 United Arab Emirates

 Director

 Director
 since September 2023 / Not Independent

  

 Areas
 of expertise

 ·    Mining
 Operations

 ·    Other
 Extractive Industries

 ·    Risk
 Management

 ·    Sustainability

 ·    Finance/Accounting

 ·    Capital
 Markets

 ·    International
 Business

 ·    Governance

 ·    Board

 ·    Audit

 ·    Governance

 ·    Compensation

 Justin
 Dibb is the Vice-Chairman and a director of Allied Gold Corporation. Mr. Dibb was the
 co-founder of, and acted as Chief Executive Officer of, Allied Gold Corp Limited from 2011
 until September 2023 when the Company completed a business combination that resulted
 in the listing of Allied Gold Corporation on the Toronto Stock Exchange. With over 20 years
 of international, operational and industry business experience throughout Africa, and through
 his vision and leadership, Mr. Dibb was the driving force behind the transformation
 of Allied Gold Corp Limited to an African focused mining group building toward gold production
 of one million ounces with an attractive growth profile.

  

 Prior
 to Allied Gold Corp Limited, Mr. Dibb co-founded Dominion Petroleum Ltd. in 2004 where he developed and executed on a strategic
 plan of acquiring and optimizing seven projects in various countries throughout Africa including Tanzania, Uganda and the Democratic
 Republic of Congo before successfully listing on the London Stock Exchange with a market capitalization of $240 million. Mr. Dibb
 was instrumental in raising $140 million for Dominion Petroleum Ltd. before its acquisition by Ophir Energy in 2011.

  

 Mr. Dibb
 studied Laws, Banking and Finance at Griffith University.

 
  
  
  
  
  
  

 

 
 2025 meeting attendance 
   
 %  
 2025 compensation 
   

 
 Board of Directors 
 11/13 
  84.6% 
 Total compensation 
 $17,533,470 

 
   
   
     
 Amount received as DSUs 
 $225,900 

 
   
   
     
 DSUs of total compensation 
  1%

 

 

 
   
 Allied
 shares  
 DSUs/RSUs  
 Options  
 Total Share
 Ownership
 (Fully Diluted) 

 
 Share ownership 
  10,120,310(1) 
  1,133,786  
  60,000  
  11,314,096 

 

 

Other
public company boards during the last five years

 

Notes:

 

(1) Comprised
of Common Shares beneficially owned or controlled, directly or indirectly, by Mr. Dibb, including through certain trusts and corporate
entities controlled by Mr. Dibb. Mr. Dibb also beneficially owns 12,500 convertible debentures of the Company, entitling him
to acquire approximately 719,631 Common Shares on conversion thereof (based on a conversion price equal to $17.37 per Common Share) under
the terms of the convertible debentures of the Company.

 

  

 14

 

 

 
 Richard
 Graff
  
  

 
  
  
  

 
 Age:
 79

 Colorado,
 United States

 Director

 Director
 since September 2023 / Independent

  

 Areas
 of expertise

 ·    Mining
 Operations

 ·    Other
 Extractive Industries

 ·    Risk
 Management

 ·    Finance

 ·    Accounting

 ·    International
 Business

 ·    Governance

 ·    Compensation

  

 Richard
 Graff has served on numerous public boards in the mining and oil and gas industries and has
 served as a board chairman, chairman of audit committees, and special committees, as well
 as having compensation committee and governance and nominating committee experience. His
 extensive experience in the metals and mining industry includes accounting and financial
 reporting, internal control, governance and compliance initiatives, and mergers. Mr. Graff
 has been an advisor to the mining industry and was a member of a Financial Accounting Standards
 Board task force, which resulted in the issuance of accounting and financial reporting guidance
 in the mining industry for US GAAP. He represented a consortium of international mining companies
 and has met with and provided recommendations to the International Accounting Standards Board
 (“IASB”) on financial reporting issues in the mining industry. The IASB incorporated
 input from these meetings into its published rules. Mr. Graff organized periodic meetings
 in London between global mining companies and the IASB to discuss financial reporting issues
 affecting the industry and shared that information with the management, boards and audit
 committees on which he serves. He also has had discussions with and provided input to the
 U.S. Securities and Exchange Commission on financial reporting issues in the industry.

  

 Mr. Graff
 has been a speaker at industry conferences and directors’ education programs on the topics of financial reporting in the mining
 industry, audit committee trends, board succession, investor engagement and enterprise risk management. Mr. Graff has moderated
 the Canadian Public Accountability Board (CPAB) Mining Industry Forum in Toronto. He also served as interim chairman of the Board
 of the Directors, chair and member of the audit committee, and a member of the risk committee of DMC Global Inc. He served as the
 chairman of the audit committee for many years and was the lead director and a member of the compensation committee of Yamana Gold
 Inc. and was interim chairman of the Board of Directors, chair of the audit committee and a member of the compensation committee
 of Alacer Gold Corp. Mr. Graff’s extensive international experience in the mining industry, coupled with his expertise
 summarized above, brings insight to the board and management as to best practices with respect to accounting, corporate governance
 and other issues for an international public company in the mining industry.

  

 Mr. Graff
 is a retired partner from PricewaterhouseCoopers LLP where he served as the audit leader in the United States for the mining industry.
 He received his undergraduate degree in Economics from Boston College and his post-graduate degree in Accounting from Northeastern
 University.

 
  
  
  
  
  
  

 

 
 2025 meeting attendance 
   
 %  
 2025 compensation 
   

 
 Board of Directors 
 13/13 
  100% 
 Total compensation 
 $1,268,900 

 
 Audit Committee (Chair) 
 8/8 
  100% 
 Amount received as DSUs 
 $225,900 

 
 Corporate Governance and Nominating
 Committee 
 3/3 
  100% 
 DSUs of total compensation 
  18%

 

 

 
   
 Allied
 shares  
 DSUs  
 Options  
 Total
 Share Ownership
 (Fully Diluted) 

 
 Share ownership 
  12,692  
  10,000  
  93,333  
  116,025 

 

 

 
 Other
 public company boards during the last five years

 
 DMC
 Global Inc. (ceased May 2024)

 
 

  

 15

 

 

 
 Peter
 Marrone

 
  

 
 Age:66

 Ontario,
 Canada

 Chairman
 and Chief Executive Officer

 Director
 since September 2023 / Not Independent

  

 Areas
 of expertise

 ·    Mining
 Operations

 ·    Other
 Extractive Industries

 ·    Risk
 Management

 ·    Sustainability

 ·    Finance/Accounting

 ·    Capital
 Markets

 ·    International
 Business

 ·    Governance

 ·    Audit

 ·    Sustainability

 ·    Compensation

 Peter
 Marrone is the Chairman and Chief Executive Officer, a director, and a significant investor of Allied Gold Corporation, a company
 which he and his management team took public in 2023. Before Allied, he served as Executive Chairman of Yamana Gold Inc., a company
 he founded in 2003. With over 35 years of experience in mining, business, and capital markets, Mr. Marrone has founded and taken
 public several companies in various sectors. In his earlier roles as an investment banker and lawyer, he advised companies on going
 public and establishing the necessary governance protocols. He has served on the boards of numerous public companies and has provided
 guidance to businesses with a strong international presence. Before founding Yamana, the first company where he played a key leadership
 and entrepreneurial role as an investor and in taking public, Mr. Marrone was the head of investment banking at a major Canadian
 investment bank and practiced law in Toronto, specializing in corporate law, securities law and international transactions.

 
  
  
  
  
  
  

 

 
 2025 meeting attendance 
   
 %  
 2025 compensation 
   

 
 Board of Directors 
 13/13 
  100% 
 Total compensation 
 $10,765,326 

 
   
   
     
 Amount received as PSUs/RSUs 
 $6,079,198 

 
   
   
     
 PSUs/RSUs of total compensation 
  56%

 

 

 
   
 Allied
 shares  
 RSUs  
 Options  
 Total Share
 Ownership
 (Fully Diluted) 

 
 Share ownership 
  5,991,304  
  101,552  
  500,000  
  6,592,856 

 

 

 
 Other
 public company boards during the last five years

 
 Aris
 Mining Corporation (ceased May 2024)

 
 

  

 16

 

 

 
 Daniel
 Racine

 
  

 
 Age:
 63

 Ontario,
 Canada

 Director

 Director
 since September 2023 / Not Independent

  

 Areas
 of expertise

 ·    Mineral
 Exploration

 ·    Mining
 Operations

 ·    Risk
 Management

 ·    Sustainability

 ·    Finance/Account

 ·    Capital
 Markets

 ·    International
 Business

 ·    Governance

 ·    Project
 Management/Technical Services

 ·    Audit

 ·    Governance

 ·    Sustainability

 ·    Compensation

 Daniel
 Racine served as President of Allied Gold Corporation from September 2023 until December 2025
 and currently serves as a director of the Company. Prior to joining Allied Gold Corporation,
 Mr. Racine was with Yamana Gold Inc. since May 2014. In August 2018 he was
 appointed President and Chief Executive Officer of Yamana. In April 2021, he was appointed
 as a director of Yamana. From August 2012 until March 2014, Mr. Racine was
 President and Chief Operating Officer of Brigus Gold Corp. (“Brigus”).
 Prior to joining Brigus, Mr. Racine was Senior Vice President, Mining of Agnico Eagle
 Mines Limited (“Agnico Eagle”) where he was responsible for Agnico Eagle’s
 global mining operations. Mr. Racine joined Agnico Eagle as a junior mining engineer
 in 1987 taking on progressively senior roles throughout his tenure, including LaRonde Mine
 Manager, Vice-President Operations Manager, and Senior Vice President Operations.

  

 Mr. Racine
 holds a Bachelor of Mining Engineering degree from Laval University. He is a registered engineer with L’Ordre des Ingenieurs
 du Quebec, a professional engineer with Professional Engineers Ontario and a member of the Ontario Society of Professional Engineers.

 
  
  
  
  
  
  

 

 
 2025 meeting attendance 
   
 %  
 2025 compensation 
   

 
 Board Of Directors 
 13/13 
  100% 
 Total compensation 
 $2,393,560 

 
 Sustainability Committee 
 2/2 
  100% 
 DSUs 
 $225,900 

 
   
   
     
 DSUs of total compensation 
  9%

 

 

 
   
 Allied
 shares  
 DSUs  
 Options  
 Total Share
 Ownership 
 (Fully Diluted) 

 
 Share ownership 
  1,355,430  
  10,000  
  60,000  
  1,425,430 

 

 

 
 Other
 public company boards during the last five years

 
 IAMGold
 Corporation

 
 

  

 17

 

 

 
 Jane
 Sadowsky

 
  

 
 Age:
 64

 New York, United States

 Director

 Director since September 2023 / Independent

  

 Areas of expertise

 ·    Other
 Extractive Industries

 ·    Risk
 Management

 ·    Finance/Accounting

 ·    Capital
 Markets

 ·    International
 Business

 ·    Governance

 ·    Audit

 ·    Sustainability

 ·    Compensation

  
 Jane
 Sadowsky retired from Evercore Partners (“Evercore”) as a Senior Managing
 Director and Head of the Power & Utility Group in 2011, after more than 22 years
 as an investment banker. Prior to Evercore, she was a Managing Director and Group Head at
 Citigroup’s Investment Bank (“Citigroup”) and began her investment
 banking career at Donaldson, Lufkin & Jenrette.

  

 In addition to a broad and diverse range
 of finance and deal-related expertise, Ms. Sadowsky has sector expertise in power and utilities and the related fields of commodities,
 renewables, power technology, infrastructure and energy. She brings depth of knowledge and experience in mergers and acquisitions,
 public and private debt and equity, corporate restructurings and cross-border transactions. While at Evercore and Citigroup, she
 was responsible for strategy and resultant profit and loss, for managing people and for internal and external collaboration. She
 participated in or led global committees including compensation, fairness and valuation, mentoring and recruiting. Ms. Sadowsky
 has provided expert testimony in numerous U.S. jurisdictions and the World Court.

  

 Since retiring, Ms. Sadowsky has served
 as the Managing Partner for Gardener Advisory LLC, which provides consulting and advisory services, and as a senior advisor leading
 curriculum development at Moelis & Company, a global investment bank. Ms. Sadowsky presents and teaches at the NACD
 as well as other governance forums. Ms. Sadowsky earned her MBA from the Wharton School and her BA in Political Science and
 International Relations from the University of Pennsylvania. Ms. Sadowsky is an NACD Board Leadership Fellow and is NACD.DC™
 certified. She currently sits on the board, audit committee and compensation, nominating and governance committee of Nexa Resources
 S.A.

 
 

 
 2025 meeting attendance 
   
 %  
 2025 compensation 
   

 
 Board of Directors 
 13/13 
  100% 
 Total compensation 
 $1,280,400 

 
 Corporate Governance and Nominating
 Committee (Chair) 
 3/3 
  100% 
 Amount received as DSUs 
 $364,650 

 
 Audit Committee 
 8/8 
  100% 
 DSUs of total compensation 
  28%

 
 Compensation Committee 
 5/5 
  100% 
   
    

 
 

 
   
 Allied
 shares  
 DSUs  
 Options  
 Total Share
 Ownership 
 (Fully Diluted) 

 
 Share ownership 
  111,815  
  20,660  
  93,333  
  225,808 

 
 

 
 Other
 public company boards during the last five years

 
 Nexa Resources
 S.A.

 
 

  

 18

 

 

 
 Dino
 Titaro

 
  

 
 Age: 74

 Ontario, Canada

 Director

 Director since September 2023 / Independent

  

 Areas of expertise

 ·    Mineral
 Exploration

 ·    Mining
 Operations

 ·    Risk
 Management

 ·    Finance/Accounting

 ·    Sustainability

 ·    Capital
 Markets

 ·    International
 Business

 ·    Governance

 ·    Project
 Management/Technical Services

 ·    Audit

 ·    Sustainability

 ·    Compensation

  
 Dino Titaro has over 35 years of international
 experience in the mining and exploration mineral resource industry. He has been involved in project management, feasibility studies,
 reserve estimation, due diligence studies, valuation studies, social and environmental permitting processes for mine construction
 and development and related risk management and has extensive corporate and operational experience. He was the founder of Carpathian
 Gold Inc., a public mineral exploration company listed on the TSX, and was the President and Chief Executive Officer from January