aaue 20251231

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# aaue 20251231

Source: https://www.sec.gov/Archives/edgar/data/1993344/000162828026022512/aaue-20251231.htm
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# aaue 20251231
aaue-20251231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F (Check One) ☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or ☒ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31 , 2025   Commission File Number:   001-42672 ALLIED GOLD CORPORATION (Exact name of registrant as specified in its charter) Ontario, Canada 1040 N/A (Province or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code) Identification No.) Royal Bank Plaza, North Tower 200 Bay Street, Suite 2200 Toronto , Ontario M5J 2J3 ( 833 ) 363-4435 (Address and telephone number of registrant’s principal executive offices) CT Corporation 28 Liberty Street New York , New York 10005 ( 212 ) 894-8940 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange On Which Registered Common Shares, no par value AAUC New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None For annual reports, indicate by check mark the information filed with this form:   ☒ Annual Information Form ☒ Audited Annual Financial Statements Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 124,737,221 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐ FORWARD-LOOKING STATEMENTS   Certain statements in this annual report on Form 40-F of Allied Gold Corporation (the “Company”) constitute forward-looking information and forward-looking statements (collectively, “forward-looking information”). Except for statements of historical fact relating to the Company, information contained herein constitutes forward-looking information, including, but not limited to, any information as to the Company’s strategy, objectives, plans or future financial or operating performance. Forward-looking statements are characterized by words such as “plan”, “expect”, “budget”, “target”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words or negative versions thereof, or statements that certain events or conditions “may”, “will”, “should”, “would” or “could” occur. In particular, forward-looking information included in this annual report on Form 40-F includes, without limitation, statements with respect to the Company’s expectations in connection with the production and exploration, development and expansion plans at the Company’s projects discussed herein being met, the Company’s plans to continue building on its base of significant gold production, development-stage properties, exploration properties and land positions in Mali, Côte d’Ivoire and Ethiopia through optimization initiatives at existing operating mines, development of new mines, the advancement of its exploration properties and, at times, by targeting other consolidation opportunities with a primary focus in Africa, the Company’s expectations relating to the performance of its mineral properties, the estimation of Mineral Reserves and Mineral Resources, the timing and amount of estimated future production, the estimation of the life of mine of the Company’s projects, the timing and amount of estimated future capital and operating costs, the costs and timing of exploration and development activities, the Company’s expectation regarding the timing of feasibility or pre-feasibility studies, conceptual studies or environmental impact assessments, the Company’s expectations with respect to the arrangement, including the ability of the Company and Zijin Gold to obtain all necessary regulatory and other approvals in connection with the arrangement in a timely manner or at all, and to satisfy all other conditions precedent in the arrangement agreement, the Company's expectation with respect to the timing for completion of the arrangement, the Company's expectations with respect to the remaining payment under the Kurmuk interest acquisition, the Company’s expectations with respect to its issued and outstanding securities, the effect of government regulations (or changes thereto) with respect to restrictions on production, export controls, income taxes, royalties, equity interests, expropriation of property, repatriation of profits, environmental legislation, land use, water use, land claims of local people, mine safety and receipt of necessary permits, the Company’s community relations in the locations where it operates and the further development of the Company’s social responsibility programs, the Company’s expectations regarding the payment of any future dividends, the Company's plans to continue implementing and scaling the energy program including expectations regarding energy needs and the performance of the energy program, the Company's gold deliveries under the gold prepays and the Company's outlook and guidance as well as those factors discussed in the section entitled “Risk Factors” in the Company’s Annual Information Form for the year ended December 31, 2025 incorporated by reference herein. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that could cause actions, events or results to not be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained and incorporated by reference herein is presented for the purpose of assisting investors in understanding the Company’s business, plans and objectives as of the dates presented and may not be appropriate for other purposes. CURRENCY Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F are in United States dollars. The exchange rate of United States dollars into Canadian dollars on December 31, 2025, based upon the daily average exchange rate as reported by the Bank of Canada, was U.S.$1.00 = CDN$1.3706. DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES This annual report on Form 40-F has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements promulgated by the Securities and Exchange Commission (the “SEC”). For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the disclosure requirements promulgated by the SEC. Accordingly, information contained in this annual report on Form 40-F, the documents attached hereto and the documents incorporated by reference herein may not be comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements. The Company prepares its audited annual financial statements, which are filed as an exhibit to this annual report on Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. As a result, the Company’s financial statements may not be comparable to financial statements of U.S. companies prepared in accordance with U.S. generally accepted accounting principles. DISCLOSURE CONTROLS AND PROCEDURES A. Evaluation of disclosure controls and procedures. See page 60 of the Company's Management's Discussion and Analysis, which is attached hereto as Exhibit 99.1, which information is incorporated herein by reference. B. Management’s report on internal control over financial reporting . This annual report on Form 40-F does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies. C. Attestation report of the registered public accounting firm . This annual report does not include an attestation report of the Company’s registered public accounting firm due to a transition period established by

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