Exhibit 99.37

Allied Gold Corporation

2025

Notice of Annual General and Special Meeting of Shareholders

Management Information Circular

NOTICE OF OUR 2025 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

You have received this management information circular because you owned common shares of Allied Gold Corporation (“Allied”) on March 28, 2025 (the record date set by the board of directors) and are entitled to vote at our 2025 annual general and special 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 March 25, 2025, 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 March 25, 2025, 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

March 25, 2025

ABOUT THE SHAREHOLDER MEETING

Who can vote

If you held our common shares as of our record date of March 28, 2025, you’re entitled to vote at our 2025 annual general and special 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 March 25, 2025, we had 328,887,648 Common Shares issued and outstanding. Management and the board of directors own an aggregate of 57,937,249 Common Shares (representing 17.6% 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, other than: Orion Mine Finance Management III LLC beneficially owns or controls, directly or indirectly, 38,142,938 Common Shares (representing approximately 11.6% of the issued and outstanding Common Shares), and through OMF Fund III (F) Ltd. controls 23,899 convertible debentures of the Company convertible into approximately 4,127,633 Common Shares (based on a conversion price equal to $5.79 per Common Share) under the terms of the convertible debentures.

Notice-and-Access

The Company is using the notice-and-access system under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) to distribute its notice of meeting, the form of proxy, the voting information form and this circular to both registered and non-registered shareholders.

Under notice-and-access, rather than the Company mailing paper copies of the proxy-related materials to shareholders, the materials can be accessed online under the Company’s profile on SEDAR+ at www.sedarplus.ca or on the Company’s website at https://www.alliedgold.com/investors/investor-resources/. The Company has adopted this alternative means of delivery for its proxy-related materials in order to reduce paper use and printing and mailing costs.

Shareholders will receive a notice package by prepaid mail, which will contain the form of proxy, the voting information form, the letter of transmittal related to the proposed share consolidation, information on notice-and-access and how shareholders may access an electronic copy of the proxy materials, and how they may request a paper copy of the circular, if they so choose, in advance of the meeting and for a full year following the meeting.

Shareholders will not receive a paper copy of the circular unless they contact the Company toll free at 1-833-911-9766 or by email at IR@alliedgold.com. For shareholders who wish to receive a paper copy of the circular and our 2024 annual report in advance of the voting deadline for the meeting, requests must be received no later than April 29, 2025.

Shareholders with questions about notice-and-access may contact Computershare at 1-866-964-0498.

Registered shareholders

You are a registered shareholder if you have a share certificate 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

Shareholders will be unable to vote at the meeting via webcast and will be required to attend the meeting in person to vote, or complete and submit a proxy form or voting instruction form in advance of the meeting if they wish to have their vote counted at the meeting.

Registered shareholders

You will receive a Notice Package (see “Notice-and-Access” above).

If you are a registered shareholder, you may vote, by attending the meeting in person, or by completing the proxy form or voting instruction form and delivering it according to the instructions contained in the proxy or voting instruction form, respectively, 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 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 shares:

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, those directors and/or officers named on the proxy will be appointed to act as your proxy holder.

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

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:

Computershare must receive the completed form by 11 a.m. (Toronto time) on May 6, 2025. 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.

Questions?

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

Non-registered shareholders

You will receive a Notice Package (see “Notice-and-Access” above).

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 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.

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 a notice-and-access notification and 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.

If you wish to vote yourself, write your name in the place provided for that purpose in 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.

OBOs

The Company will pay for Intermediaries to forward the proxy-related materials. If you receive or have already received from your intermediary either a voting instruction form or a proxy, 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.

A non-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 non-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, those directors and/or officers named on the proxy will be appointed to act as your proxy holder.

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:

CHANGING YOUR VOTE

You can provide new voting instructions if you change your mind about how you want to vote your shares.

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 May 6, 2025 or in any other manner permitted by law.

Non-registered shareholders

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

BUSINESS OF 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 May 8, 2025.

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.

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”) and, in the case of executive directors only, restricted share units (“RSUs”) and performance share units (“PSUs”) they beneficially own, directly, as at February 14, 2025.

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 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.

DIRECTOR BIOGRAPHIES

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 2,158,894 Common Shares on conversion thereof (based on a conversion price equal to $5.79 per Common Share) under the terms of the convertible debentures of the Company.

DIRECTOR SHARE OWNERSHIP

We require each director to hold a minimum level of Common Shares or DSUs (or any combination thereof) so they have a significant at-risk-investment and to align their interests with those of our shareholders.

Directors are required to hold three times their annual board retainer in Common Shares or DSUs (or any combination thereof) and maintain the minimum throughout their tenure. Directors are given within five years of their appointment to meet this threshold (although many of our directors have already met this requirement).

The corporate governance and nominating committee monitors compliance with these guidelines annually.

The Chairman and Chief Executive Officer and President are required to meet our share ownership guidelines for NEOs see “Compensation Discussion and Analysis”. The below values for Messrs. Marrone and Racine (being their security holdings as a multiple of the annual board retainer) are being provided as a reference only.

We calculate share ownership values using the market value of Common Shares.

The table below shows each director’s equity holdings as of February 14, 2025.

Notes:

(1) The market value of holdings is equal to the total holdings multiplied by the closing price of Common Shares of Cdn$4.52 ($3.19) on the TSX on February 14, 2025 and has been converted to US dollars using the exchange rate of Cdn$1.00 = $0.7059 on that date.

(2) Directors are required to hold three times their annual board retainer in Common Shares or DSUs (or any combination thereof) and maintain the minimum throughout their tenure. Directors are given within five years of their appointment to meet this threshold (although many of our directors have already met this requirement).

(3) Includes RSUs for Peter Marrone, Justin Dibb and Daniel Racine.

(4) The multiple for Peter Marrone and Daniel Racine are a multiple of their base salary.

DIRECTOR MEETING ATTENDANCE

The table below shows director attendance in 2024.

Notes:

(1) Oumar Toguyeni was appointed to the board on November 7, 2024.

The board has a policy of meeting in camera with the independent directors at the end of each board meeting. The independent directors met 17 times in 2024.

ABOUT THE SHARE CONSOLIDATION

At the Meeting, the shareholders will consider and, if thought advisable, pass, with or without variation, the Share Consolidation Resolution to authorize an amendment to the Company’s articles to provide that: (i) the Common Shares of the Company be consolidated on the basis of one post-consolidation Common Share for a number of pre-consolidation Common Shares to be determined by the Board within a range of whole numbers between 2 and 4 outstanding pre-consolidation Common Shares (the “Consolidation Range”), with the exact ratio to be set within the Consolidation Range by the Board in its sole discretion, at anytime within one year of the date of shareholder approval of the Share Consolidation Resolution (the “Share Consolidation”); and (ii) any fractional post-consolidation Common Share arising from the Share Consolidation will be deemed to have been tendered by its registered owner to the Company for cancellation for no consideration.

If the Share Consolidation Resolution is approved at the Meeting, the Share Consolidation will only be implemented upon a determination by the Board to proceed with the Share Consolidation. Should the Board determine to proceed, the Company would issue a press release announcing the specific consolidation ratio and the effective date of the Share Consolidation prior to filing Articles of Amendment under the Business Corporations Act (Ontario) to effect the Share Consolidation. The Share Consolidation will also be subject to the approval of the TSX. The Board’s selection of the specific consolidation ratio will be based primarily on the then current and historical prices of the Common Shares and expected stability of that price.

Notwithstanding approval of the Share Consolidation Resolution, the Board, in its sole discretion, may revoke the Share Consolidation Resolution and abandon the Share Consolidation without further approval or action by or prior notice to the shareholders. If the Board does not implement the Share Consolidation prior to May 8, 2026, being one year from the Share Consolidation Resolution approval, the authority granted by the Share Consolidation Resolution would lapse and be of no further force or effect.

Principal Reasons for Effecting the Consolidation

The Board believes that it is in the best interests of the Company and its shareholders to consolidate the Common Shares in order to raise the per-share trading price of the Common Shares with a view to exceeding any minimum trading price requirements in connection with a proposed listing of the Common Shares on the New York Stock Exchange (the “NYSE”).

The Company is pursuing a listing of its Common Shares on the NYSE. It has concluded its introductory call with the NYSE to preview the listing and the NYSE is now engaged in its due diligence process. The ticker symbol “AAUC” has been reserved. The Company is simultaneously preparing its registration statement, listing application and supporting documentation. The Company expects to be listed in Q3 2025; however, there can be no assurance that it will receive listing approval from the NYSE to complete such listing. The Company believes that listing on the NYSE will provide the Company with, among other things, access to a broader investor audience, increased sources of potential capital, improved trading liquidity in the Common Shares and increased research coverage from U.S. investment banks. Furthermore, establishing a higher market price could also enhance the marketability of the post-consolidation Common Shares by potentially broadening the pool of investors that may consider investing in the Company, including institutional and other investors whose internal investment policies prohibit or discourage them from purchasing shares trading below a certain minimum price. Finally, the listing provides the opportunity for broader index inclusion.

Principal Effects of the Consolidation

If the Share Consolidation is implemented, its principal effect will be to proportionately decrease the number of issued and outstanding Common Shares by a factor equal to the consolidation ratio selected by the Board.

For illustrative purposes only, based on the range of exchange ratios proposed, the number of issued and outstanding Common Shares, as of March 25, 2025, would be reduced from 328,887,648 pre-consolidation Common Shares to approximately 82,221,912 to 164,443,824 post-consolidation Common Shares, depending on the consolidation ratio selected by the Board, representing a consolidation ratio in the range of 1 post-consolidation Common Share for 4 pre-consolidation Common Shares to 1 post-consolidation Common Share for 2 pre-consolidation Common Shares, respectively.

The Company does not expect the Share Consolidation itself to have any economic effect on holders of Common Shares or securities convertible into or exercisable to acquire Common Shares, except to the extent the Share Consolidation will result in fractional post-consolidation Common Shares. See “No Fractional Shares” below.

Voting rights and other rights of the holders of Common Shares prior to the implementation of the Share Consolidation will not be affected by the Share Consolidation, other than as a result of the creation and disposition of fractional post-consolidation Common Shares as described below. The exercise or conversion price and the number of Common Shares issuable under any outstanding convertible securities of the Company, including outstanding Options and debentures, will be adjusted in accordance with their respective terms on the same basis as the Share Consolidation.

No Fractional Shares

No fractional post-consolidation Common Shares will be issued in connection with the Share Consolidation and no cash will be paid in lieu of fractional post-consolidation Common Shares. In the event that a shareholder would otherwise be entitled to receive a fractional post-consolidation Common Share upon the completion of the Share Consolidation, such fractional post-consolidation Common Share will be deemed to have been tendered by its registered owner to the Company for cancellation for no consideration.

No Dissent Rights

Shareholders are not entitled to exercise any statutory dissent rights with respect to the Share Consolidation.

Accounting Consequences

If the Share Consolidation is implemented, net income or loss per share, and other per share amounts, will be increased because there will be fewer Common Shares issued and outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the Share Consolidation took effect would be recast to give retroactive effect to the Share Consolidation.

TSX Approval

Assuming shareholders approve the Share Consolidation Resolution at the Meeting, and assuming the Board determines to proceed with the Share Consolidation, the Share Consolidation will be subject to acceptance by the TSX, and confirmation that, on a post-Share Consolidation basis, the Company would continue to meet all of the continued listing requirements of the TSX. If the TSX does not accept the Share Consolidation, the Company will not proceed with the Share Consolidation.

Effect on Share Certificates

If the Share Consolidation is approved by shareholders and subsequently implemented by the Board, those registered shareholders who will hold at least one post-consolidation Common Share will either (i) be required to exchange any physical share certificate(s) representing pre-consolidation Common Shares for a new share certificate(s) or Direct Registration System (“DRS”) Statement(s) representing post-consolidation Common Shares using the letter of transmittal that will be provided to such registered shareholders following the Board’s determination to implement the Share Consolidation, if applicable (the letter of transmittal will contain instructions on how such registered shareholder is to complete and submit their physical share certificate(s) for exchange), or (ii) in the case of registered shareholders who hold their pre-consolidation Common Shares in DRS Statement(s), such shareholder will have their shares automatically updated on the shareholder register to reflect the number of post-consolidation Common Shares held and be sent a new DRS Statement reflecting such post-consolidation Common Share position. Any registered shareholder whose old share certificate(s) have been lost, destroyed or stolen will be entitled to a replacement share certificate(s) only after complying with the requirements that the Company and its transfer agent customarily apply in connection with lost, stolen or destroyed certificates.

Beneficial shareholders who hold their Common Shares through Intermediaries and who have questions regarding how the Share Consolidation will be processed, should it proceed, should contact their Intermediaries at such time with respect to the Share Consolidation as intermediaries may have different procedures for processing a consolidation than those that will be put in place by the Company for registered shareholders.

REGISTERED SHAREHOLDERS SHOULD NEITHER DESTROY NOR SUBMIT ANY SHARE CERTIFICATE(S) UNTIL AFTER THE COMPANY HAS ANNOUNCED THE IMPLEMENTATION AND EFFECTIVE DATE OF THE SHARE CONSOLIDATION, IF ANY.

Risk Factors Associated with the Share Consolidation

Reducing the number of issued and outstanding Common Shares of the Company through the Share Consolidation is intended, absent other factors, to increase the per share price. However, the market price of the post-consolidation Common Shares following the Share Consolidation will also be affected by the Company’s financial and operational results, its financial position, including its liquidity and capital resources, the development of its operations, industry conditions, the market’s perception of the Company’s business and other factors, which are unrelated to the number of Common Shares outstanding. Accordingly, there can be no assurance that the market price of the post-consolidation Common Share will increase following the implementation of the Share Consolidation or that the Company will be able to satisfy the minimum trading price requirements of the NYSE, or that the Share Consolidation will mean that the Company will complete or maintain a listing of the Common Shares on the NYSE. There can be no assurances that the Company will be able to satisfy all other listing requirements of the NYSE.

The market price of the post-consolidation Common Shares immediately following the implementation of the Share Consolidation is expected to be approximately equal to the market price of the Common Shares prior to the implementation of such Share Consolidation multiplied by the applicable consolidation ratio; however, there can be no assurance that the anticipated market price immediately following the implementation of the Share Consolidation will be realized or, if realized, will be sustained. There is a risk that the total market capitalization of the post-consolidation Common Shares (the market price of the post-consolidation Common Shares multiplied by the number of post-consolidation Common Shares outstanding) after the implementation the Share Consolidation may be lower than the total market capitalization of the Common Shares prior to the implementation of the Share Consolidation.

If the Share Consolidation is implemented and the market price of the post-consolidation Common Shares (adjusted to reflect the applicable consolidation ratio) declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would have occurred if the Share Consolidation had not been implemented. Both the total market capitalization of the Company and the adjusted market price of the post-consolidation Common Shares following the Share Consolidation may be lower than they were before the Share Consolidation took effect. The reduced number of post-consolidation Common Shares that would be outstanding after the Share Consolidation is implemented could also adversely affect the liquidity of the post-consolidation Common Shares.

The Share Consolidation may result in some shareholders owning “odd lots” on a post-consolidation basis. Odd lot shares may be more difficult to sell, or may attract greater transaction costs per share to sell, and brokerage commissions and other costs of transactions in odd lots may be higher than the costs of transactions in “round lots.”

Tax Considerations

SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES APPLICABLE TO THEM OF THE SHARE CONSOLIDATION, INCLUDING THE EFFECTS OF ANY CANADIAN OR U.S. FEDERAL, PROVINCIAL, STATE, LOCAL, FOREIGN AND/OR OTHER TAX LAWS.

Share Consolidation Resolution

The text of the Share Consolidation Resolution to be submitted to the shareholders at the meeting is set forth in Appendix B attached to this Circular. In order to be effective, the Share Consolidation Resolution must be approved by at least two-thirds of the votes cast by holders of Common Shares present in person or represented by proxy and entitled to vote at the meeting.

The Board unanimously recommends that shareholders vote FOR the Share Consolidation Resolution. Unless otherwise instructed, the persons designated in the enclosed form of proxy intend to vote FOR the Share Consolidation Resolution.

OUR GOVERNANCE PRACTICES

Our governance practices meet the Canadian requirements that apply to us and follow best practices in general. We monitor governance developments to ensure our practices continue to be current and appropriate and support our high standards of governance and stewardship.

Our practices meet the following Canadian requirements:

The board and management believe that good governance is essential to managing our business, protecting employees and shareholders and enhancing shareholder value.

ABOUT THE BOARD

We have a highly engaged board, committed to our long-term success. The board has a strong and diverse mix of skills in finance, mining, exploration, sustainability, metallurgy, mergers and acquisitions, and international business, among other things.

Independence

A majority of the board is independent according to the board’s independence criteria and our governance guidelines. Six of our directors, being John Beardsworth, John Begeman, Richard Graff, Jane Sadowsky, Dino Titaro, and Oumar Toguyeni, are independent of Allied. Each of Pierre Chenard, Justin Dibb, Peter Marrone and Daniel Racine are not considered to be independent of Allied due to past officerships, consulting agreements or their standing as officers of the Company. The board also reviews other board and committee memberships when assessing director independence for audit committee purposes.

About independence

A director is independent if they are independent of management and free from conflicts of interest. This means that, in the view of the board, an independent director does not have a direct or indirect material relationship with Allied or its subsidiaries that could reasonably be expected to interfere with their ability to exercise independent judgment. The formal requirements for independence are in accordance with applicable legal requirements, including the requirements of National Policy 58-201 – Corporate Governance Guidelines.

Role of the board

Our board is responsible for the stewardship of Allied, supervising the management of our business and our affairs and acting in the best interests of the Company and its shareholders. A copy of the board’s charter is appended hereto as “Appendix A”.

The board’s main duties involve:

The board fulfills its mandate directly and through its four standing committees, which operate independently of management and report directly to the board. The board has developed written position descriptions for the Chairman, the Chief Executive Officer, the Lead Director and the chair of each board committee.

Role of the Chairman

Our Chairman provides leadership to the board so it can carry out its responsibilities effectively and chairs all board meetings in a manner that promotes meaningful discussion.

Our Chairman is responsible for the below duties, among others.

Role of the Lead Director

Our Lead Director, working closely with the Chairman and Chief Executive Officer, assists in providing leadership to the independent directors and ensures that the board’s responsibilities are well understood and respected. He also works closely with the Chairman and Chief Executive Officer, providing advice and counsel as appropriate.

Our Lead Director is also responsible for:

John Beardsworth was appointed as the Lead Director on September 7, 2023.

Strategic planning

The board is directly involved in our strategic planning process.

We hold an annual offsite meeting for the board and management to focus on our strategy and budget planning. The meeting runs from one to three days and typically covers six areas:

The Chairman obtains input from the Lead Director and the board to discuss potential agenda items, but the primary focus is to ensure a balance between costs and production, margin preservation and the generation and protection of cash flow. We believe this approach is appropriate and prudent for creating long-term value for all stakeholders.

At the end of the session, the board approves our corporate strategy.

The board monitors our performance by meeting at least quarterly to receive presentations by senior management on our results, our strategy, our progress in meeting our objectives for the year, our operations, health, safety, environment and community, construction activities, exploration, corporate development, corporate governance matters and other items as appropriate.

Occasionally, outside advisors are invited to attend.

The Chairman updates the Lead Director, the committee chairs and/or the board on any significant events between regularly scheduled meetings.

Our approach to sustainability

At Allied, we believe that achieving sustainability excellence is a core part of our business and is essential to our future growth and profitability. It also defines, to a significant degree, our reputation. Increasingly, reputation in the mining sector is the currency necessary to advance our business. We believe that reputation is the product of two things: the trust-based relationships we forge with a range of stakeholders, especially host communities; and our on-the-ground performance.

Sustainability at Allied encompasses a range of business functions, including health and safety, environmental protection, community relations and development, tailings management, human rights, government relations and security, in addition to the breadth of corporate governance elements that apply to all aspects of our business.

Governance

Governance of sustainability is built into our overall governance structure, management systems and practices. Our commitment to sustainability is driven by the Chairman, supported by the board of directors and the Sustainability Committee, and our Chief Sustainability Officer, as well as our corporate and regional Sustainability teams at each site.

Management

The Company has a Code of Conduct and set of related policies that establish corporate expectations across the business. The Company’s Sustainability team works within a Sustainability Management Framework that outlines the principles and expectations which are to be implemented to enhance the integration of sustainability within the Company’s strategy, operational processes, and culture. The Sustainability Management Framework discloses the sustainability purpose of the Company which is “Working together to responsibly build a positive legacy with local communities and all stakeholders”. The Sustainability Management Framework is centered around six key pillars: vision and governance, culture, systems and planning, people and leadership, performance (data and reporting), and innovation.

In order to support the sustainability purpose of the Company, the board approved a new set of policies for Health and Safety, Environment and Social Responsibility. As part of the Sustainability Management system, a set of standards for Occupational Health and Safety, Environment and Social performance have been approved and communicated across the Company. The following key principles are integrated into the Sustainability Management Framework:

Performance

The Company will regularly monitor a range of aspects, impacts and topics of interest to it and its stakeholders, including:

You can read more about our commitments, management systems and performance in our Sustainability Report available on our website (www.alliedgold.com).

Majority voting

In accordance with the requirements of 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 MI 61-101. The audit committee will conduct a reasonable review and oversee all related party transactions and such transactions will be prohibited if 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.

Our approach to leadership

Our Human Resource and Advancement Policy establishes our commitment to building a workplace culture that fosters collaboration and respect. The Company has adopted this policy to ensure consideration of different backgrounds, experiences and cultures throughout our organization, including the representation of women, when assessing candidates for our board, senior management, and all positions in the Company.

The board will work with the corporate governance and nominating committee when assessing board of director candidates and will consider all backgrounds, experiences and cultures , consistent with our Human Resource and Advancement Policy in order to attract the most qualified persons to provide stewardship of the Company. The corporate governance and nominating committee recognizes the importance of the representation by women, in conjunction with other factors, such as experience, skill, capability and other relevant qualifications when assessing candidates for the board. We look for particular skills and attributes in director candidates as well as key skills and experience.

Directors must have eight core qualities and skills:

Directors must also have strong business experience as a senior executive. The corporate governance and nominating committee will develop and continuously update the skills matrix/assess the relevant experience qualifications every year to assist with director searches to enhance the board’s profile and technical skills.

The corporate governance and nominating committee considers candidates with a broad, sophisticated business perspective and a combination of varying skills, experience and personal attributes. The committee works with the board to define specific criteria that would enhance the board’s profile and strong technical skills.

The Company is also committed to the Human Resource and Advancement Policy principles in building a strong leadership team. In an effort to implement the Human Resource and Advancement Policy, our human resources group ensures that all job postings are gender neutral, and will ask internal recruitment specialists and all third- party recruitment advisors to present a list of candidates with varying backgrounds, experiences and cultures.

As of the date of this circular, one of the ten directors on the board is a woman (10%) and two of the eight executive officers of the Company are women (25%).

Ethical business conduct

We expect directors to use sound judgment, avoid conflicts of interest and to always act in our best interests.

Directors must disclose to the Chairman and Chief Executive Officer any conflict of interest he or she may have and recuse themselves from any board deliberations on the matter. We have adopted the Code and several governance policies that apply to directors, officers and employees, including temporary workers, any party acting on our behalf or representing us (contractors, agents or consultants) and others who perform Allied work. A copy of the Code is available on our website at www.alliedgold.com.

The Code and governance policies signify Allied’s commitment to conducting business in accordance with the letter and spirit of the law and high standards of ethical business conduct. It governs all aspects of Allied’s business, including governing fair competition, conflicts of interest, anti-corruption practices, and community and political involvement. The corporate governance and nominating committee reviews the Code and other governance policies, updates them as necessary to reflect developments in law, regulation and professional ethics, and Allied’s commitments to communities.

The corporate governance and nominating committee monitors compliance with the Code by ensuring that all directors, officers, employees and contractors in all jurisdictions where we operate receive and familiarize themselves with the Code and acknowledge their support and understanding of it.

Board Committees

The board currently has four committees. The full charter of each committee can be found on our website at: https://alliedgold.com.

Audit Committee

The Audit Committee is currently composed of three directors (Richard Graff (Chair), John Begeman, and Jane Sadowsky), each of whom is an independent director.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is currently comprised of three directors (Jane Sadowsky (Chair), John Beardsworth, and Richard Graff), each of whom is an independent director.

Compensation Committee

The Compensation Committee is currently comprised of three directors (Dino Titaro (Chair), John Beardsworth, and Jane Sadowsky), each of whom is an independent director.

Sustainability Committee

The Sustainability Committee is currently comprised of four directors (John Begeman (Chair), Daniel Racine, Dino Titaro, and Oumar Toguyeni).

Attendance

We expect directors to attend all board meetings and all of their committee meetings in person when possible. We also expect directors to prepare thoroughly for each meeting (including a full review of all materials sent in advance) and to stay for the entire meeting and actively participate in the deliberations and decisions. If there are unforeseen circumstances and a director is unable to attend a meeting, they are expected to contact the Chairman and Chief Executive Officer or the Chief Legal Officer and Corporate Secretary as soon as possible after the meeting for a briefing on the substantive elements of the meeting.

Other directorships

We do not limit the number of public company directorships, but we consider other boards and commitments when assessing suitable director candidates to make sure they can dedicate the appropriate time, energy and focus to the board. The following directors of the Company serve on the boards of other reporting issuers, and there are no board interlocks.

The board has reviewed these memberships, the directors’ financial expertise, attendance records and their other commitments and does not believe they impair their ability to effectively serve on our board and its committees.

Skills matrix

The corporate governance and nominating committee assesses the composition of the board using a skills matrix, which it updates annually to reflect specific criteria, including categories of business experience that would enhance the board’s profile and technical skills. The committee’s goal is to establish a board with a broad, sophisticated business perspective and a combination of diverse skills, experience and personal attributes. The committee has determined that there are no gaps in the necessary skills for effective board oversight.

The following reflects the skills for each director nominee for election at the meeting.

Director education

The corporate governance and nominating committee is responsible for director development and the Chairman and Chief Executive Officer provides input as appropriate.

Orientation

The corporate governance and nominating committee is responsible for ensuring that new directors receive appropriate orientation and education when they join the board. This includes:

Continuing education

The corporate governance and nominating committee is responsible for the continuing education of all directors. The board believes in the importance of ongoing director education and the need for each director to be personally responsible for this process. Each director will receive access to continuously updated materials on policies and other Company information through a secure electronic portal. The board will also conduct the following activities as part of the continuing education program:

Individual directors have participated in various third-party seminars relating to environment, safety and governance, mining disclosure under NI 43-101, cybersecurity, carbon markets and carbon trading, updates on international financial reporting standards, non-GAAP measures, regulatory developments with the Ontario Securities Commission, enterprise risk management, shareholder activism, internal controls, international taxation, compensation trends and compensation committee issues.

Board assessment

The board has established a formal process for assessing board and committee performance and the contribution of individual directors each year. The corporate governance and nominating committee is tasked with carrying out the assessments to determine overall effectiveness and to identify areas it may need to enhance when recruiting new director candidates for nomination to the board.

Term limits

We currently do not have term limits because we recognize the value and depth of knowledge that longer serving directors bring to the board. Each director is assessed for the value of their contribution and enforcing term limits would compel Allied to potentially lose valuable resources.

Board renewal

The corporate governance and nominating committee consists entirely of independent directors and is developing a long-term plan for board composition that is based on our strategic direction, skills matrix, variety of backgrounds, experiences and cultures and other factors.

Director independence, the competencies and skills of the board, core skills and qualities, the current strengths, skills and experience of each director, as well as each director’s personality and other qualities they bring to the dynamics of an effective board, are all factors that the committee takes into consideration when recruiting director candidates.

There will be regular and open dialogue between and among all directors about director requirements and characteristics of possible candidates, and a formal discussion at least once each year. The board does not, however, maintain a formal evergreen list. Occasionally, external search firms may be consulted and relied upon for introductions to or vetting of potential candidates.

Sustainability Committee

In addition to the audit committee, the compensation committee and the corporate governance and nominating committee, the board has a standing sustainability committee, which is responsible for monitoring and reviewing the sustainable development, environmental, health and safety policies, principles, practices and processes, as well as current and future regulatory issues relating to sustainable development, environmental, health and safety.

BOARD OF DIRECTOR COMPENSATION

Our board of director compensation is designed to attract and retain qualified and experienced board members. The compensation committee is responsible for determining director compensation. To establish the board compensation framework, the compensation committee looked at companies reflecting the same industry and similar size and scope of operations, consistent with the approach taken to develop the executive compensation framework see “Compensation Analysis – Compensation Peer Group”.

Director fees

Director compensation for 2024 had two components: the annual retainer (paid in cash and DSUs) and meeting fees. The annual retainer included attendance at 8 board and 4 committee meetings. Each director elected the percentage of their annual retainer to be paid in cash or DSUs. Payments were made in equal installments and quarterly. For meeting fees, directors received the same fees whether they attended board meetings in person or by video conference.

Director minimum share ownership

Directors are required to hold three times their annual retainer in Common Shares and/or DSUs of the Company. Directors will have five years from the date of their appointment to attain such three times holdings. Such holdings must be maintained throughout the board member’s tenure see “Director Share Ownership”.

Director compensation table

The table below shows the compensation paid to directors for the year ended December 31, 2024.

Mr. Marrone, Allied’s Chairman and Chief Executive Officer, and Mr. Racine, President, were not compensated as directors because they were compensated in their executive roles.

Notes:

(1)  Mr. Marrone, Allied’s Chairman and Chief Executive Officer, and Mr. Racine, President, were not compensated as directors because they were compensated in their executive roles.

(2) Share-based awards are DSUs granted as portion of annual retainer. Grant amounts are made in US dollars.

(3) Mr. Dibb was not compensated in his capacity as a director because he was otherwise compensated under the terms of his transitional services agreement with the Company, entered into September 7, 2023 upon completion of the Company’s reverse-takeover transaction, whereby Mr. Dibb agreed to provide general advice and services to the Company to ensure the continuity of business and orderly transition to new management for two years.

(4) Mr. Toguyeni became a director of the Company on November 7, 2024. Fees earned are to be paid in DSUs following the release of Q4 financial results.

(5) All other compensation consists of 5 days of mine-site visits.

(6) John Begeman and Dino Titaro receive all or some of their retainer fee in DSUs. The market value of the share-based awards is the total DSUs multiplied by Cdn$3.41, the closing price of the Common Shares on the TSX on December 31, 2024. The values have been converted to US dollars using the Bank of Canada closing exchange rate of Cdn$1.00 = $0.6950 on that date.

Board fees

The table below shows the breakdown of the total cash fees earned in the first column of the table above.

Notes:

(1) Mr. Dibb was not compensated in his capacity as a director because he was otherwise compensated under the terms of his Transitional Services Agreement with the Company.

(2) Jane Sadowsky earns a retainer fee of $192,500 since she is on more than two committees.

Outstanding share-based and option-based awards

The table below shows the value of the Options and RSUs held by each director as at December 31, 2024.

Notes:

(1) On September 7, 2023, Mr. Dibb was issued 3,371,359 RSUs in connection with the closing of the Company’s reverse take-over transaction and TSX listing which will vest on the earlier of September 7, 2026 or the commencement of production at the Company’s Kurmuk gold development project. 

(2) The market value of holdings is the total holdings multiplied by Cdn$3.41, the closing price of the Common Shares on the TSX on December 31, 2024. The values have been converted to US dollars using the Bank of Canada closing exchange rate of Cdn$1.00 = $0.6950 on that date^.

Incentive plan awards – Value vested or earned in 2024

The table below shows the book value of DSUs vested or earned in 2024. DSUs are paid out in cash only when the director leaves the board. None of the directors have any outstanding options.

COMPENSATION DISCUSSION AND ANALYSIS

Overview of executive compensation

Allied operates in a competitive and rapidly evolving market. To succeed in this environment and to achieve its business and financial objectives, Allied needs to attract, retain and motivate a highly talented team of executives. Allied’s management team possesses and demonstrates strong leadership capabilities, that fosters Allied’s company culture, which is at the foundation of its success and remains a pivotal part of its everyday operations.

Allied’s executive compensation program is designed to achieve the following objectives:

Allied will continue to evaluate its philosophy and compensation programs as circumstances require and such programs will be reviewed on an annual basis.

During the previously completed financial year, the Company had five Named Executive Officers (“NEOs”), being:

Peter Marrone, Chairman and Chief Executive Officer 

Daniel Racine, President 

Jason LeBlanc, Chief Financial Officer 

Gerardo Fernandez, Chief Development Officer 

Sofia Tsakos, Chief Legal Officer and Corporate Secretary

INDEPENDENT AND OBJECTIVE ADVICE

The compensation committee retains an independent advisor to attend committee meetings and provide ongoing support, including research and analysis, insights into human resources and compensation market trends, and advice related to executive and board of director compensation. The committee takes the advisor’s reports and recommendations into consideration when assessing the compensation structure and determining compensation awards, but the committee makes its own decisions and recommendations to the board. The committee retained Southlea Group LP (“Southlea Group”) as its independent advisor following closing of the Transaction on September 7, 2023. Southlea Group is independent of management, and well qualified in human resources and compensation matters. It will be the committee’s practice going forward to review Southlea Group’s independence on an annual basis.

The below sets out the fees paid to Southlea Group in 2023 and 2024 (in Canadian dollars, including applicable taxes).

Compensation advisory services (2023)

Executive compensation-related fees: Cdn$116,913 

All other fees – Cdn$0

Compensation advisory services (2024)

Executive compensation-related fees: Cdn$81,341 

All other fees – Cdn$0

COMPENSATION GOVERNANCE

Our compensation committee is responsible for assisting our board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources, succession planning, and compensation policies, processes and practices. Our compensation committee is also responsible for ensuring that our compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile. Our board has adopted a written charter for our compensation committee setting out its responsibilities for administering our compensation programs and reviewing and making recommendations to our board concerning the level and nature of the compensation payable to our executive officers. Our compensation committee’s oversight includes reviewing objectives, evaluating performance and ensuring that total compensation paid to our executive officers, personnel who report directly to our Chairman and Chief Executive Officer and various other executive officers and managers is fair, reasonable and consistent with the objectives of our philosophy and compensation program.

Details about our compensation committee are set out below.

Qualified and independent committee members

The committee is made up of three independent directors with experience in five key areas:

All of the committee members are experienced business professionals who have the skills and experience necessary to make decisions about our executive compensation policies and practices. All have compensation experience as members of the compensation committees of other corporations.

A continuing focus on compensation governance

Compensation risk management

As part of its role in overseeing the risk associated with executive compensation, the committee reviews our compensation program to make sure it reflects good business practices, is in line with regulatory expectations, and is structured so executives are not encouraged to take excessive risks.

Share ownership

We require NEOs, other than the Chairman and Chief Executive Officer and President, to own at least two times their annual salary in Allied equity to reinforce our focus on the long term and align business decisions with shareholders’ interests. The Chairman and Chief Executive Officer and President must hold three times their annual salary. NEOs can count Common Shares and RSUs (and DSUs for the Chairman and Chief Executive Officer and President) toward meeting the guidelines.

Current NEOs are required to meet the guidelines by September 7, 2028, or within five years of assuming their position, and must maintain the minimum requirement throughout their tenure as a senior executive. As at February 14, 2025, all NEOs have met their shareholding requirements. In fact, management and the board own an aggregate of 57,937,249 Common Shares, representing 17.6% of the issued and outstanding Common Shares.

Notes: 

Decision-making process

The following analysis reflects the Company’s compensation decision making process

COMPENSATION PHILOSOPHY

Our compensation philosophy supports our goal to be a recognized leader in precious metals mining by maintaining a strong entrepreneurial management team. Allied motivates executives to focus on the long-term performance of the Company by establishing a strong link between performance and compensation while encouraging equity ownership.

Our compensation philosophy for executives is based on the principle of pay for performance. We are guided by six compensation principles (listed below), which form the foundation for all decisions on executive pay and motivate the achievement of our corporate strategy. The compensation committee and the board always use reasonable judgement to adjust the performance factors for the short-term and long-term incentive awards, including downward to ensure alignment with shareholder interests. Attracting and retaining the right talent is a critical element for our long-term success. When designing competitive plans, the compensation committee works to ensure strong pay-for-performance alignment and the alignment of executive and shareholder interests.

Pay for Performance

The majority of what we pay our executives is variable (at risk), and contingent on Allied’s performance to promote the achievement of our annual and longer-term strategies. The proportion of pay at risk increases with each executive level, and a significant portion of variable pay is equity-based to focus executives on creating long-term value and to align the interests of our executives and our shareholders.

Target Mix of Total Direct Compensation Elements

The graph below illustrates that at least 70% of senior executive target compensation is at risk. The actual mix of compensation depends on corporate and individual performance and can vary from year to year.

COMPENSATION BENCHMARKING

Target and actual compensation for the Chairman and CEO and other named executives are reviewed annually against a group of mining industry peer companies and benchmarked based on position, organizational role and overall scope of responsibility.

Our philosophy is to position target total direct compensation (base salary + target short-term incentive + target long-term incentives) around the median of our mining industry peers for expected levels of performance. Actual total direct compensation may be above or below the market median based on actual levels of performance.

Each year, the committee reviews and approves the peer group to ensure the market sample remains relevant for compensation benchmarking. Selection criteria used to define the universe of potential peers includes:

For 2024, applying the selection considerations above, the compensation committee reviewed and approved the following compensation peer group of 17 companies:

Each year, target and actual compensation for the Chairman and Chief Executive Officer and other NEOs will be reviewed against the compensation peer group, with benchmark matches determined based on the named executive officers disclosed by companies in the peer group.

Our philosophy is to position target total direct compensation (base salary + target short-term incentive + target long-term incentives) around the median of relevant industry peers for expected levels of performance. Actual total direct compensation may be above or below the market median based on actual levels of performance.

ELEMENTS OF EXECUTIVE COMPENSATION AND DECISIONS

Principal elements of compensation

The compensation of our executive officers is comprised of the following principal elements: (a) base salary; (b) an annual, discretionary cash bonus; and (c) long-term equity incentives, consisting of RSUs, Options, PSUs (to be settled solely in cash), DSUs (to be settled solely in cash) and/or other applicable awards granted under the RSU plan (the “RSU Plan”), the stock option plan (the “Option Plan”), the PSU plan (the “PSU Plan”) and the DSU plan (the “DSU Plan) and any other incentive plan that may be approved by the board from time to time, and (d) retirement benefits.

These principal elements of compensation are described below.

Base salary

Base salaries are intended to provide an appropriate level of fixed compensation to recognize the skills and experience of the employee and assist with retention and recruitment. Base salaries are determined on an individual basis, taking into consideration the past, current and potential contribution to Allied’s success, the executive officer’s experience and expertise, the position and responsibilities of the executive officer, and competitive industry pay practices for other companies of similar size and complexity. The following base salaries were set for 2024.

Incentive awards

In 2024, annual cash bonuses and long-term equity-based incentives granted to executive officers were approved by the compensation committee and the board after considering company performance, individual contributions, and the management and containment of unprecedented challenges (described below), among other factors.

Company performance is based on key performance indicators (KPIs) including operational performance, financial results, exploration goals, sustainability measures (including health & safety and environment measures), and progress towards strategic initiatives including business and corporate development goal which create longer-term value for shareholders. Consideration is also given to the Company’s stock price performance and economic conditions of the broader market and the gold mining industry. For 2024, company KPIs included the following:

Company KPI results for 2024

At the end of 2024, the compensation committee completed a holistic review of performance and approved a Company performance score of 114.4% of target. Performance highlights included:

Details of the full Company scorecard are outlined below.

Management and containment of unprecedented challenges in 2024

In 2024, mining companies in the Republic of Mali were faced with unprecedented challenges related to accommodation of provisions of a new mining code and a moratorium on permits which had been in place for some time with no clarity on when the moratorium would end. The mining code contemplated significant changes to financial and fiscal provisions and terms; the decree of the new mining law and therefore the law’s effectiveness came into effect immediately prior to expiry of the exploitation permit for the Company’s Sadiola mine thereby requiring a permit renewal under the new mining code.

All this under the backdrop of extended previous management engagements that had been unsuccessful at obtaining a permit renewal and several other, larger mining companies having no better success, and a State that was beginning to use other tactics to compel compliance with the new mining code. Although the Company was not aware at the time, it did materialize subsequently that the posture of the government was such that executives of companies were at personal risk of incarceration were companies not willing to comply. However, the government tactics did include allegations of corporate, fiscal and taxation inadequacies and wrongdoing. In a literal sense, considering that the exploitation permit had not yet been renewed, the board concluded this presented an unprecedented challenge to the Company.  These circumstances caused the board to seek a course of conduct that would ameliorate the situation and mandated management to find and pursue that course.

In that context, over several months, management engaged in significant, intense and prolonged negotiations with the State in order to avert what would have been a crisis beginning with a failed permit renewal process. A number of strategies were deployed during the negotiations in order to settle on terms that benefited both the Company and the State. The board and management undertook a policy and program of engagement that was reconciliatory although firmly held the position that the economics of the operation was imperative. Management engaged in a manner that was not confrontational and rather than enforcement of rights, chose to determine a path for accommodating the new mining code while preserving sufficient economics for the operation. The Company determined that the best course was to agree to the best terms possible at the time while rebuilding confidence and trust with the representatives of the State and leaving open the possibility of further modification to terms when more investments were required. A definitive protocol agreement with the State was announced on September 3, 2024. The Company was the first to settle terms with the State and conclude an agreement which then became the template for others. The Sadiola permit was renewed, trust began to be reestablished, and a relationship began to form. The effectiveness of the process has led to the Company and the State jointly pursuing other opportunities within Mali.

Recognizing the challenges, management also recommended to the board a course of engagement with third parties who would consider investment along with the Company and with whom it could be better represented in country. Management immediately pivoted to those engagements and discussions.  By end of year, those discussions had advanced and, in some cases, matured to discussing terms.

Impact on compensation decisions for 2024

To recognize the achievements of containing and averting such imminent risks, and for setting the foundation upon which to build positive relations while also creating new paths to sharing the exposure to these uncertain conditions, in consultation with the compensation committee’s compensation advisor, the board determined that it should add and modify its KPIs for 2024 to reflect the reality of the situation in the jurisdictions in which the Company operates and to deal with the perceived and real unprecedented challenges. The KPIs approved at the beginning of the year in no way contemplated the level of effort and resolve required by certain members of management that carried the situational assessment, engagement and negotiation and structuring of the protocol agreement, including the analysis of the financial and corporate implications and subsequent development opportunities. The board and compensation committee determined that the compensation program for 2024 did not sufficiently accommodate the performance requirements needed by the Company and related compensation arrangements.

The board had taken decisive action by strategically deploying expert guidance through a subset of management led by the Chairman and Chief Executive Officer, who was at the forefront of actively and aggressively engaging in discussions, to achieve the board’s objective of containing the crisis. By entrusting the board’s directive to specific capable leaders in the organization, they ensured a focused and strategic approach to managing the situation effectively. This dynamic response underscored the board’s commitment for resolution by entrusting the Chairman and Chief Executive Officer and certain members of management to take swift and decisive action in critical moments during negotiations. It was determined by the board that the specialized team needed specific consideration when making year-end compensation decisions.

For their direct involvement and leadership in fulfilling the objectives and directives of the board successfully, completely and fully, the board and the compensation committee approved additional performance measures which may be summarized as follows:

In assessing fair compensation for performance relative to these measures, compensation awards for certain executives were assessed as they were instrumental in achieving the corporate objectives laid out and contemplated in those measures. The engagement by these executive officers during the negotiations led to the signing of the protocol agreement, the successful completion of permitting for Korali on an expedited basis (which would otherwise not been possible under the new mining code, the effect of which was a higher-level production than would otherwise have been possible), the commencement of discussions on a cooperation agreement and possible engagement related to other projects in country, and with the settlement of in country matters, affording the Company the ability to look at alternatives for the development of the expansion, and the ability to begin discussions relating to strategic and joint venture partners.

These accomplishments afforded the Company a more certain platform for the development of Sadiola, which is now underway with full approvals, and created the possibility to realize additional value, including new opportunities going forward, at a time where other peer mining companies are struggling to reach agreements. The Company was only then able to advance on its funding goals including entering into two streaming transactions and certain prepay agreements which were implemented subsequent to the conclusion of arrangements relating to Sadiola. The Company went on to realize the highest production by quarter since its going public event which firmly established its production in the range of 375,000 gold ounces to 400,000 gold ounces. Finally, these accomplishments allowed for advanced discussions with strategic third parties.

The board and the compensation committee had taken all these factors and others into account when assessing fair compensation and unanimously determined that the compensation awards were reflective of the extreme efforts deployed in fulfilling the board’s objectives and were proportionate to the level of risk mitigated, the value preserved and the potential for future opportunities maintained.

Annual cash bonuses

The process to determine an executive’s annual bonus includes the following elements:

The board maintains discretion to apply a range of weightings between corporate performance and individual performance, although it normally considers a seventy/thirty distribution. The target range within the Company’s defined framework for actual bonus is up to 325%, although the board normally applies a range of up to 200%. The board preserves its flexibility to use informed judgement in certain circumstances where an individual’s performance warrants consideration up to 40% within the corporate vs personal weightings and above 200% for the actual bonus.

As described above, the calculated Company performance score was determined to be 114.4%. The compensation committee reviewed individual contributions toward goals defined at the start of the year and approved individual performance scores of 114.4% for all named executive officers. Then, in recognition of the extraordinary achievements of certain executives charged with the mandate to deal with the new KPIs to deal with the management and containment of unprecedented challenges described above, the board and the compensation committee approved higher actual bonuses as follows, all within the Company’s defined framework.

Long-term equity-based incentives

Long-term equity-based incentives are granted to executive officers, reviewed by the compensation committee and approved by the board. Equity may be delivered in the form of stock options, PSUs, RSUs, or DSUs. These grants are intended to motivate executive officers to achieve longer-term Company growth objectives and to align the interests of executive officers and shareholders.

Grant values of equity awards for the respective compensation year are made after year-end, influenced by the Company performance scorecard and individual performance, within a range of 0 – 200% of target. Past grants of equity are considered but are not a significant influence when setting current year grant values.

For 2024, the calculated Company performance score was 114.4%. Consistent with the review process for annual cash bonuses, the board approved higher equity grant values for certain named executive officers to recognize the extraordinary achievements in the year to address unprecedented challenges faced by the Company (described above). Equity grants were delivered in a mix of PSUs (60%) and RSUs (40%). Equity grant values were as follows, all within the Company’s defined framework with flexibility to provide grant values up to 200% of target.

Retirement benefits

As part of total rewards, senior executives participate in a group non-contributory retirement saving plan, with Company contributions equivalent to 15% of base salary and annual cash bonus.

PERFORMANCE GRAPH

The graph below shows the return of $100 invested in Common Shares on September 11, 2023, being the date the Common Shares commenced trading on the TSX, compared to $100 invested on the same date in the S&P/TSX Composite Index and the S&P/TSX Global Gold Index.

SUMMARY COMPENSATION TABLE

The table below shows the total compensation paid to our NEOs by the Company for the financial years ended December 31, 2024, 2023 and 2022.