ald to takeover asg

Australian Stock Exchange & AIM Toronto Stock Exchange
17 September 2009 16 September 2009
ALLIED GOLD TO MAKE AGREED TAKEOVER OFFER FOR ASG
BRISBANE, Queensland - Allied Gold Limited (Allied Gold) and Australian Solomons Gold Limited (ASG) today announce that Allied Gold will make an agreed off-market takeover offer through a wholly owned subsidiary for all of the issued shares of ASG pursuant to the Corporations Act and Canadian securities laws (the Offer).
Allied Gold’s Executive Chairman, Mark Caruso, said: “A combination of these two organisations will deliver significant value to both sets of shareholders, creating a company with 2.2M ounces of reserves and 6.7M ounces of resources and a near term production profile in excess of 300,000oz p.a. by 2013 financial year, through Allied Gold’s planned organic oxide and sulphide expansions and the Gold Ridge project development. Investors will have exposure to a portfolio of high quality gold assets with exploration upside and significant production within the Pacific Rim.”
ASG’s Chairman, Stephen Everett, said: “The Offer represents an opportunity for ASG shareholders to be exposed to a larger company with a producing gold mine while retaining material exposure to the Gold Ridge project.”
Key terms of the Offer:
􀁸 ASG shareholders will receive 0.85 Allied Gold shares for every one ASG share they own.
􀁸 The Offer implies a value of C$0.403 per ASG shares based on the closing price of Allied Gold shares on 16 September 2009 at a spot AUD/CAD exchange rate of A$1
= C$0.930.
􀁸 The Offer represents a premium of 9% to the closing price of ASG shares on 15 September 2009 and is 35% higher than ASG’s volume weighted average price for the past one month.
􀁸 The Offer is subject to Allied Gold receiving acceptances for 50.1% or more of the shares in ASG.
􀁸 Allied Gold intends to seek a listing on the Toronto Stock Exchange (refer below).