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Allied Gold Limited

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Allied Gold Limited The information in this Bidder’s Statement/Offer and Circular may change. This Bidder’s Statement/Offer and Circular is not an offer to sell the securities issuable hereunder and we are not soliciting an offer to buy these securities in any jurisdiction where the Offer is not permitted. This document is important and requires your immediate attention. If you have any questions as to how to deal with it, you should consult your investment dealer, stockbroker, lawyer or other professional advisor. This Offer has not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority expressed an opinion about, or passed upon the fairness or merits of the Offer, the securities that are the subject of this Offer, or upon the adequacy of the information contained in this document. Any representation to the contrary is an offence. A copy of this Bidder’s Statement/Offer and Circular was lodged with the Australian Securities and Investments Commission (“ASIC”) on September 29, 2009, which is the date of this Bidder’s Statement. ASIC takes no responsibility for the content of this Bidder’s Statement/Offer and Circular. September 29, 2009 AGL (ASG) Pty Ltd. ACN 139 239 562 a wholly-owned subsidiary of ALLIED GOLD LIMITED ABN 86 104 855 067 BIDDER’S STATEMENT AND OFFER TO PURCHASE all of the outstanding ordinary shares of AUSTRALIAN SOLOMONS GOLD LIMITED ABN 96 109 492 373 on the basis of 0.85 of an Allied Gold Limited ordinary share for each ordinary share of Australian Solomons Gold Limited AGL (ASG) Pty Ltd. ACN 139 239 562 (the “Offeror”), a wholly-owned subsidiary of Allied Gold Limited ABN 86 104 855 067 (“Allied Gold”) hereby offers (the “Offer”) to purchase, upon the terms and subject to the conditions described herein, all of the issued and outstanding ordinary shares (the “ASG Shares”) of Australian Solomons Gold Limited ABN 96 109 492 373 (“ASG”), including any ASG Shares that may become issued and outstanding after the date of this Offer but prior to the Expiry Time (as hereinafter defined) upon the conversion, exchange or exercise of any securities of ASG that are convertible into or exchangeable or exercisable for ASG Shares. The Offer will be open for acceptance until 8:00 p.m. (Toronto time) on k ,2009,unlesstheOfferisextendedor withdrawn (the “Expiry Time”). Pursuant to a pre-bid agreement between Allied Gold and Resource Capital Fund III LP (“RCF”), which owns approximately 49% of the issued and outstanding ASG Shares, RCF has agreed to deposit under the Offer, and not withdraw, subject to certain exceptions, ASG Shares representing, in the aggregate, 19.9% of the issued and outstanding ASG Shares and to publicly announce its intention to accept the Offer in respect of the remaining ASG Shares it owns totalling a further 29.0% of the issued and outstanding ASG Shares in the absence of a superior proposal to the Offer. The Offer is conditional upon, among other things, there being validly deposited under the Offer and not withdrawn at the Expiry Time, such number of ASG Shares which constitutes at least 50.1% of the outstanding ASG Shares (calculated on a fully-diluted basis). Each of the conditions of the Offer is set forth in Section 2 of the Offer, “Conditions of the Offer”. The ordinary shares in the capital of Allied Gold (the “Allied Gold Shares”) are listed on the Australian Securities Exchange operated by ASX Limited ABN 98 008 624 691 (the “ASX”) under the symbol “ALD” and on AIM, a market operated by the London Stock Exchange plc (the “AIM”) under the symbol “AGLD”. The ASG Shares are listed on the Toronto Stock Exchange (the “TSX”) For personal use only under the symbol “SGA”. On September 16, 2009, the last trading day prior to Allied Gold’s announcement of its intention to make the Offer, the closing price on the ASX of the Allied Gold Shares was A$0.51 (or C$0.47) and the closing price on the TSX of the ASG Shares was C$0.41 (or A$0.44). Based on the volume weighted average price of the Allied Gold Shares on the ASX for the 20 trading days ended September 16, 2009, converted to Canadian dollars on a daily basis, the Offer represents a premium of approximately 28% over the volume weighted average price of the ASG Shares on the TSX for the same period. For a discussion of risks and uncertainties you should consider in evaluating the Offer and ownership of Allied Gold Shares, see Section 8 of the Circular, “Risk Factors Related to the Offer”. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, shareholders of ASG (“Shareholders”) in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to Shareholders in any such jurisdiction. Shareholders who wish to accept the Offer and deposit their ASG Shares must properly complete and execute the accompanying Letter of Transmittal or a manually signed facsimile thereof and deposit it, together, where applicable, with the certificates representing their ASG Shares and all other required documents, at one of the offices of Computershare Investor Services Inc. (the “Depositary”) identified in the Letter of Transmittal and in accordance with the instructions in the Letter of Transmittal, or request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Alternatively, Shareholders may (i) accept the Offer by following the procedures for book-entry transfer of ASG Shares described in Section 5 of the Offer, “Manner of Acceptance — Acceptance by Book-Entry Transfer”; or (ii) accept the Offer where the certificates representing the ASG Shares are not immediately available, or if the certificates and all of the required documents cannot be provided to the Depositary before the Expiry Time, by following the procedures for guaranteed delivery described in Section 5 of the Offer, “Manner of Acceptance — Procedure for Guaranteed Delivery”, using the accompanying Notice of Guaranteed Delivery or a manually signed facsimile thereof. Shareholders whose ASG Shares are registered in the name of a nominee should consult their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their ASG Shares. Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their ASG Shares directly with the Depositary (other than brokerage commissions and other expenses in connection with the sale of Allied Gold Shares on behalf of Foreign Shareholders over the facilities of the ASX). Questions and requests for assistance may be directed to the Depositary or the Allied Gold Information Line for the Offer. Contact details for the Depositary and the Allied Gold Information Line may be found on the back page of this document. Additional copies of this document and related materials may be obtained without charge on request from the Depositary or the Allied Gold Information Line. Copies of this document and related materials may also be found under ASG’s SEDAR profile at www.sedar.com. NOTICE TO HOLDERS OF AUSTRALIAN SOLOMONS GOLD LIMITED OPTIONS AND WARRANTS The Offer is made only for ASG Shares and is not made for any options or other rights to acquire ASG Shares. Any holder of options or other rights to acquire ASG Shares who wishes to accept the Offer should, to the extent permitted by their terms and applicable law, fully exercise such options or other rights in order to obtain certificates representing ASG Shares that may be deposited in accordance with the terms of the Offer. Any such exercise or exchange must be completed sufficiently in advance of the Expiry Time to assure the holder of such options or other rights to acquire ASG Shares that the holder will have certificates representing the ASG Shares received on such exercise or exchange available for deposit before the Expiry Time, or in sufficient time to comply with the procedures referred to in Section 5 of the Offer, “Manner of Acceptance — Procedure for Guaranteed Delivery”. The tax consequences to holders of ASG Options and ASG Warrants of exercising or not exercising their ASG Options or ASG Warrants are not described in this Bidder’s Statement/Offer and Circular. Holders of ASG Options and ASG Warrants should consult their tax advisors for advice with respect to potential income tax consequences to them in connection with the decision to exercise or not exercise their ASG Options or ASG Warrants. STATEMENTS REGARDING FORWARD-LOOKING INFORMATION The Bidder’s Statement/Offer and Circular and some of the material incorporated by reference into the Bidder’s Statement/Offer and Circular, contain certain forward-looking information and forward-looking statements, as defined in For personal use only applicable securities laws (collectively referred to as “forward-looking statements”). Forward-looking statements include possible events, statements with respect to possible events, the future price of gold, the estimation of mineral reserves and resources, the realization of mineral reserve and resource estimates, the timing and amount of estimated future production, costs of production, expected capital expenditures, costs and timing of the development of new deposits, success of exploration, development and mining activities, permitting time lines, currency fluctuations, ii requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, and limitations on insurance coverage.
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