Form S-1

Title of Each Class of Securities to be Registered

Proposed Maximum Aggregate
Offering Price (1)

Amount of

Registration Fee (1)

Common Stock, par value $0.001 per share

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

This registration statement contains two forms of prospectus: one to be used in connection with the offering of the securities described herein in the United States (the U.S. Prospectus), and one to be used in connection with the offering of such securities in Canada (the Canadian Prospectus). The U.S. Prospectus and the Canadian Prospectus are identical except for the cover page, the table of contents and the back page, and except that the Canadian Prospectus includes pages 26, 126, 127 and 128, an “Auditors’ Consent”, a “Certificate of Allied Nevada Gold Corp.,” and a “Certificate of the Canadian Underwriters”. The form of the U.S. Prospectus is included herein and is followed by the alternate and additional pages to be used in the Canadian Prospectus. Each of the alternate pages for the Canadian Prospectus included herein is labeled “Alternate Page for Canadian Prospectus.” Each of the additional pages for the Canadian Prospectus included herein is labeled “Additional Page for Canadian Prospectus.”

The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Our common stock is listed on the American Stock Exchange and on the Toronto Stock Exchange under the symbol ANV. On January 17, 2008, the closing price of our common stock, as reported on the American Stock Exchange, was $5.19 per share and as reported on the Toronto Stock Exchange, was CDN$5.29.

Investing in our common stock involves a high degree of risk. See “ Risk Factors” beginning on page 17.

We have granted the underwriters a 30-day option to purchase an aggregate of · additional shares of common stock to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

A copy of this preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada other than Quebec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The Company has filed a Registration Statement on Form S-1 with the United States Securities and Exchange Commission, under the United States Securities Act of 1933, as amended, with respect to these securities.

This prospectus is being filed to qualify the distribution (the “Offering”) of · shares of common stock (the “Shares”) of Allied Nevada Gold Corp. (the “Company”) at a price of CDN$· per Share (the “Offering Price”). See “Underwriting”. The Shares will be issued and sold pursuant to an underwriting agreement (the “Underwriting Agreement”) dated as of ·, 2008 between the Company and Cormark Securities Inc. and GMP Securities L.P. (the “Canadian Underwriters”). The Offering Price has been determined by negotiation between the Company and the Underwriters (as defined below).

The outstanding common stock of the Company is listed and posted for trading on the Toronto Stock Exchange (the “TSX”) and on the American Stock Exchange (the “AMEX”) under the symbol “ANV”. On January 17, 2008, the last trading day prior to the date of this preliminary prospectus, the closing price of the Company’s common stock on the TSX was CDN$5.29 and $5.19 on the AMEX.

We are offering our common stock for sale concurrently in Canada under the terms of this prospectus and in the United States under the terms of a registration statement on Form S-1 filed with the United States Securities and Exchange Commission. Our common stock is being offered in Canada by the Canadian Underwriters and in the United States by Cormark Securities (U.S.A.) Limited and Griffiths McBurney Corp. (together with the Canadian Underwriters, the “Underwriters”).

The Underwriters, as principals, conditionally offer the common stock, subject to prior sale, if as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Underwriting”, and subject to the approval of certain legal matters on behalf of the Underwriters by Heenan Blaikie LLP and on behalf of the Company by Cassels Brock & Blackwell LLP.

Subscriptions for common stock will be received by the Underwriters subject to rejection or allotment, in whole or in part, and the right is reserved to close the subscription books at any time without notice. It is expected that certificates evidencing the Shares will be available for delivery on the closing of the offering, which is expected to take place on or about ·, 2008 or such other date as may be agreed upon by the Company and the Underwriters but in any event not later than ·, 2008. During the distribution of the Shares, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Shares in accordance with applicable market stabilization rules. See “Underwriting”. Such transactions, if commenced, may be discontinued at any time.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 17.

We publish our combined consolidated financial statements in U.S. dollars. All references in this prospectus to “dollars”, “$” or “US$” are to U.S. dollars and all references to “CDN$” are to Canadian dollars, unless otherwise noted. The following table presents, in U.S. dollars, the exchange rates for the Canadian dollar, determined based on the inverse of the noon buying rate in New York City for cable transfers in U.S. dollars as certified for customs purposes by the Federal Reserve Bank of New York (the “noon buying rate”) for the periods indicated.

The average exchange rate is calculated using the average of the exchange rates on the last business day of each month during the applicable fiscal year. On January 17, 2008, the noon buying rate was CDN$1.00 = $0.9718.

The Company is organized under the laws of the state of Delaware in the United States. Some of its directors and officers, and some of the experts named in this prospectus, are residents of the United States or otherwise reside outside of Canada, and all or a substantial portion of their assets, and a substantial portion of the Company’s assets, are located outside of Canada. As a result, although the Company has appointed Cassels Brock & Blackwell LLP as its agent for service of process in Canada, it may not be possible for investors in Canada to bring an action in Canada against directors, officers or experts who are not resident in Canada. It may not be possible for an investor to enforce a judgment obtained in a Canadian court predicated upon the civil liability provisions of Canadian securities laws against the Company or those persons.

Allied Nevada Gold Corp. commenced operations in May 2007. We were incorporated under the laws of Delaware on September 14, 2006 and until May 10, 2007 we were a wholly-owned subsidiary of Vista Gold Corp., a corporation incorporated under the laws of the Yukon Territory, Canada. Vista is engaged in the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects, with current holdings in California, Idaho and Colorado (and, prior to May 10, 2007, also in Nevada) in the United States, as well as Bolivia, Mexico, Indonesia and Australia.

We commenced our operations on May 10, 2007, following Vista’s transfer to us of its Nevada-based mining properties and related assets, along with cash, and the transfer to us by Carl Pescio and Janet Pescio (the “Pescios”) of their interests in certain Nevada mining properties and related assets. These transfers to us were made in exchange for shares of our common stock and cash, under the terms of an Arrangement and Merger Agreement that we entered into with Vista and the Pescios on September 22, 2006, as amended (the “Arrangement Agreement”) as summarized below. In this document, we sometimes use the terms “Vista Nevada Assets” and “Pescio Nevada Assets” to refer to, respectively, Vista’s Nevada-based mining properties and related assets, and the Pescios’ interests in certain Nevada mining properties and related assets that were transferred to us pursuant to the Arrangement Agreement. We have now begun to conduct our new business of evaluation, acquisition, exploration and advancement of gold exploration and development projects in the state of Nevada. Before the Arrangement Agreement transactions were completed, we had no properties or property interests, were not yet conducting business operations and had no shareholders other than Vista.

As part of the transaction, Vista shareholders exchanged each of their Vista common shares and received, subject to applicable withholding taxes, (i) one new Vista common share and (ii) a pro rata portion of (A) the number of shares of Allied Nevada common stock received by Vista as part of the Arrangement less (B) the number of Allied Nevada shares retained by Vista to facilitate payment of any taxes payable in respect of the

Arrangement. Holders of Vista options exchanged their options for options to acquire Allied Nevada shares and options to acquire newly created Vista shares, and holders of Vista warrants had their warrants adjusted in accordance with the terms of the warrants.

Accordingly, upon closing of the Arrangement, Allied Nevada issued 38,933,055 shares of common stock as part of the transaction, of which 12,000,000 were issued to the Pescios as partial consideration for the acquisition of the Pescio Nevada Assets and 26,933,055 were issued to Vista in accordance with the Arrangement. Of the 26,933,055 Allied Nevada shares issued to Vista, 25,403,207 shares were distributed to shareholders of Vista, less any applicable withholding taxes, and Vista retained approximately 1,529,848 shares to facilitate the payment of any taxes payable by Vista in respect of the Arrangement. The new common shares of Vista and the shares of Allied Nevada common stock began trading on May 10, 2007, on the AMEX and the TSX.

Also pursuant to the terms of the Arrangement Agreement, Vista transferred $25 million in cash to Allied Nevada in connection with the closing of the Arrangement. Of this amount, Allied Nevada paid $15 million to the Pescios as partial consideration for the acquisition of the Pescio Nevada Assets. Accordingly, our initial working capital was approximately $10 million, less amounts required to pay amounts owing to Vista in connection with loans that Vista made to Vista U.S. pursuant to the Arrangement Agreement. The aggregate loan amount was approximately $483,000. Under the Arrangement Agreement, we agreed to use our commercially reasonable efforts to complete an equity financing of no less than $15 million as soon as practical after closing. On July 16, 2007, we met this requirement with the completion of a non-brokered private placement financing in which we sold and issued a total of 3,696,000 units for total gross proceeds of CDN$17,000,000, or approximately $16.3 million based on the U.S./Canadian dollar exchange rate on the closing date. Each unit consisted of one share of common stock and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one share of common stock of Allied Nevada at any time prior to the close of business on July 16, 2009 at a price of CDN$5.75 per share. We also issued as a finder’s fee 114,850 warrants, each such warrant exercisable for one unit at any time prior to the close of business on July 16, 2009 at an exercise price of CDN$4.60, and paid cash finder’s fees totalling $507,000 to the two entities that served as finders in the private placement financing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Position, Liquidity and Capital Resources — Financing Activities”.

The issuance of securities by Vista and Allied Nevada to Vista securityholders pursuant to the Arrangement was not registered under the Securities Act or the securities laws of any state of the United States and was effected in reliance upon the exemption from registration under the Securities Act provided by Section 3(a)(10) thereof. Section 3(a)(10) of the Securities Act exempts from registration a security that is issued in exchange for outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear, by a court or by a governmental authority expressly authorized by law to grant such approval. The Supreme Court of the Yukon Territory, an authorized court, approved the Arrangement by a Final Order granted on November 29, 2006. The Final Order accordingly constituted a basis for the exemption from the registration requirements of the Securities Act with respect to the issuance of the securities of Vista and Allied Nevada to Vista securityholders pursuant to the Arrangement.

This prospectus includes financial and other information for the years ended December 31, 2002-2006 and through the period ended September 30, 2007. Prior to May 10, 2007, we were still a wholly-owned subsidiary of Vista. Consistent with our past filings with the SEC, the financial statements, related discussion and analysis and other financial information in this document were prepared as relates to the subsidiaries of Vista that held Nevada-based mining properties and related assets that were transferred to Allied Nevada as part of the Arrangement. In our filings prior to the completion of the Arrangement, we referred to these subsidiaries as “Vista Gold Corp. — Nevada exploration properties” or “Vista Nevada”. Our financial statements do not include

any historical financial information on the property interests acquired by Allied Nevada from the Pescios, because that acquisition was considered an asset purchase and not a purchase of a business. Consequently, financial information relating to the property interests acquired from the Pescios is not incorporated into these statements. This assessment is based on the fact that no separate entity was acquired but rather a group of interests in mineral properties assembled over time by the Pescios. Accordingly, the financial statements for periods prior to the completion of the Arrangement as presented in this prospectus are those of Vista Nevada, as so termed, and are not indicative of results of operations of Allied Nevada as it is now constituted.

For further information concerning financial information included in this document, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes to Audited Financial Statements — Note 2.

We make “forward-looking statements” in the “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Properties” sections and elsewhere throughout this prospectus. All statements, other than statements of historical facts, included in this prospectus and in press releases and public statements by our officers or representatives, that address activities, events or developments that management of Allied Nevada expects or anticipates will or may occur in the future, are forward-looking statements, including but not limited to such things as future business strategy, plans and goals, competitive strengths, expansion and growth of our business, plans for reactivation of the Hycroft Brimstone Open Pit Mine (which we also refer to as the “Hycroft Mine” in this prospectus) including anticipated scheduling and production estimates and duration of production, as well as estimated capital and other costs, technical risks associated with the Hycroft reactivation project, timing of reclamation bond approval, the availability of outside contractors, including a mining contractor to complete the pre-strip, and availability of a contractor to construct the leach pad, scheduling and results of exploration drilling programs currently underway at Hycroft, current estimates of oxide gold reserves and resources, potential for upgrading and expanding oxide gold reserves and resources and extension of life of the oxide project, results of evaluation of underlying sulfide mineralization at Hycroft and current estimates of sulfide gold resources, plans for metallurgical testing of the sulfide material, scheduling and results of planned pre-feasibility study to evaluate the sulfide project, plans for expansion of the Hycroft drilling program, estimates of mining, processing, and general and administrative costs if production is resumed at Hycroft, anticipated strip ratio and recovery rates at Hycroft, future gold prices, availability and timing of capital for financing the planned reactivation of the Hycroft Mine, anticipated cash flows, estimates of internal rates of return, net present value and payback period for capital costs, if production is resumed, estimated completion dates, estimated exploration and other expenditures, estimated royalty payments, operations, proven or probable reserves, mineralized material, current working capital and cash operating costs.

The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe” “target”, “budget”, “may”, “schedule” and similar words or expressions identify forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements, including anticipated scheduling and production estimates in connection with our proposed reactivation of the Hycroft Mine, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on current expectations. The anticipated timing and cost of reactivation of the Hycroft Mine as well as the expected production from the mine are based on the following assumptions: capital cost estimates are based on recent estimates of construction and mining costs. These estimates were developed by independent consultants and Allied personnel. Production estimates are based upon the actual gold recovery achieved on Brimstone ores. Ore tonnage estimates and gold grades are based on the mine plans and production schedules developed by an independent consultant. Although our management believes that its expectations are based on reasonable assumptions, we can give no assurance that these expectations will prove correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others:

Please see “Risk Factors” below for more information about these and other risks. Potential investors are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that our forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

You should rely only on the information contained in or incorporated by reference in this prospectus and any applicable free writing prospectus. We have not authorized anyone to provide you with information that is different. We are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in or incorporated by reference in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock.

“Assay” means to test ores or minerals by chemical or other methods for the purpose of determining the amount of valuable metals contained.

“Breccia” means rock consisting of fragments, more or less angular, in a matrix of finer-grained material or of cementing material.

“Claim” means a mining interest giving its holder the right to prospect, explore for and exploit minerals within a defined area.

“Cut-off grade” means the grade below which mineralized material or ore will be considered waste.

“Diamond drill” means a rotary type of rock drill that cuts a core of rock and is recovered in long cylindrical sections, two centimeters or more in diameter.

“Fault” means a fracture in rock along which there has been displacement of the two sides parallel to the fracture.

“Heap leach” means a gold extraction method that percolates a cyanide solution through ore heaped on an impervious pad or base.

“Mineralization” means the concentration of metals within a body of rock.

“Mineralized material” is a mineralized body which has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metal(s). Such a deposit does not qualify as a reserve, until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors conclude legal and economic feasibility.

“NI 43-101” means “National Instrument 43-101—Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.”

“opt” means ounces per Ton and one ounce per Ton is equal to 34.2857 grams per Tonne.

“Ore” means material containing minerals that can be economically extracted.

“Oxide” means mineralized rock in which some of the original minerals have been oxidized (i.e., combined with oxygen). Oxidation tends to make the ore more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved.

“Probable reserves” means reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

“Proven reserves” means reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth, and mineral content of reserves are well-established.

“Pulp” means a whole or split portion of a rock or drill sample derived from the crushing process that is pulverized using a ring mill to produce a final pulverized sample for assay. The size of the split to be pulverized is determined according to the tester’s needs and is based upon the pulverizing procedure that is selected. For assay purposes the particle size in the final pulverized sample, the pulp, must meet certain criteria, namely that >85% of the sample be less than 75 microns.

“Recovery” means that portion of the metal contained in the ore that is successfully extracted by processing, expressed as a percentage.

“Reserves” or “ore reserves” mean that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination.

“Sampling” means selecting a fractional, but representative, part of a mineral deposit for analysis.

“Stockwork” means a rock mass interpenetrated by small veins of mineralization.

“Strike”, when used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing.

“Strike length” means the longest horizontal dimension of an orebody or zone of mineralization.

“Tailings” means material rejected from a mill after most of the valuable minerals have been extracted.

“Ton” means a short ton (2,000 pounds) and one Ton is equal to 0.907 Tonnes.

“Tonne” means a metric ton (2,204.6 pounds) and one Tonne is equal to 1.1023 Tons.

“Vein” means a fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.

“Volcaniclastic” means derived by ejection of volcanic material from a volcanic vent.

“Waste” means rock lacking sufficient grade and/or other characteristics of ore.

We estimate and report our Mineral Resources and Mineral Reserves according to the definitions set forth in NI 43-101 and modify and reconcile them as appropriate to conform to Industry Guide 7 for reporting in the U.S. The definitions for each reporting standard are presented below with supplementary explanation and descriptions of the parallels and differences.

“Mineral Reserve” refers to the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a preliminary feasibility study. The study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that might occur when the material is mined.

“Proven Mineral Reserve” refers to the economically mineable part of a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

“Probable Mineral Reserve” refers to the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

“Mineral Resource” refers to a concentration or occurrence of diamonds, natural, solid, inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.

“Measured Mineral Resource” refers to that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

“Indicated Mineral Resource” refers to that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

“Inferred Mineral Resource” refers to that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

“Qualified Person⁽¹⁾” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination thereof, has experience relevant to the subject matter of the project and the technical report and is a member in good standing of a professional association.

“Reserve” refers to that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility⁽²⁾ study done to bankable standards that demonstrates the economic extraction. (“bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tonnes and grade to include diluting materials and allowances for losses that might occur when the material is mined.

“Proven Reserve” refers to reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape depth and mineral content of reserves are well-established.

“Probable Reserve” refers to reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

“Mineralized Material” refers to material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.⁽³⁾

“Non-Reserves” refers to mineralized material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.

“Exploration Stage” prospect is one which is not in either the development or production stage.

“Development Stage” project is one which is undergoing preparation of an established commercially mineable deposit for its extraction but which is not yet in production. This stage occurs after completion of a feasibility study.

“Production Stage” project is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.

Cautionary Note to U.S. Investors Concerning Estimates of Measured and Indicated Mineral Resources

This Prospectus uses the terms “Measured Mineral Resources” and “Indicated Mineral Resources.” We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into Mineral Reserves.

Our Measured and Indicated Mineral Resources which are reported in this Prospectus do not include that part of our Mineral Resources that have been converted to Proven and Probable Mineral Reserves as shown above, and have been estimated in conformance with definitions set out in NI 43-101. We have filed Technical Reports on our Mineral Reserves and Mineral Resources (Mineral Resources stated in the Technical Report includes Mineral Reserves) for the Hycroft Brimstone Open Pit Mine as required by NI 43-101.

This Prospectus uses the term “Inferred Mineral Resources.” We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of a feasibility study or prefeasibility studies, except in rare cases. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists or is economically or legally mineable.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It does not contain all the information that you may consider important in making your investment decision. Therefore, you should read the entire prospectus carefully, including, in particular, the sections entitled “Explanatory Notes”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and the consolidated financial statements and related notes appearing at the back of this prospectus.

As used in this prospectus, unless the context otherwise requires or indicates, references to “Allied Nevada,” “Allied Nevada Gold Corp.,” “Company,” “we,” “our,” and “us,” refer to Allied Nevada Gold Corp. and its subsidiaries as constituted from and after the closing of the Arrangement on May 10, 2007.

Allied Nevada Gold Corp.

We commenced our operations on May 10, 2007, following Vista’s transfer to us of its Nevada-based mining properties and related assets, along with cash, and the transfer to us by Carl Pescio and Janet Pescio, (together, the “Pescios”) of their interests in certain Nevada mining properties and related assets. These transfers to us were made in exchange for shares of our common stock and cash, under the terms of an Arrangement and Merger Agreement that we entered into with Vista and the Pescios on September 22, 2006, as amended (the “Arrangement Agreement”) as summarized below. In this document, we sometimes use the terms “Vista Nevada Assets” and “Pescio Nevada Assets” to refer to, respectively, Vista’s Nevada-based mining properties and related assets, and the Pescios’ interests in certain Nevada mining properties and related assets that were transferred to us pursuant to the Arrangement Agreement. We have now begun to conduct our new business of evaluation, acquisition, exploration and advancement of gold exploration and development projects in the state of Nevada. Before the Arrangement Agreement transactions were completed, we had no properties or property interests, were not yet conducting business operations and had no shareholders other than Vista.

Pursuant to the terms of the Arrangement Agreement, the parties completed a transaction that resulted in Vista’s transfer of the Vista Nevada Assets to Allied Nevada along with cash, and the Pescios’ transfer to Allied Nevada of the Pescio Nevada Assets, all pursuant to an arrangement (which we refer to as the “Arrangement” in this document) under the provisions of the Business Corporations Act (Yukon Territory). Allied Nevada issued 38,933,055 shares of common stock as part of the transaction, of which 12,000,000 were issued to the Pescios as partial consideration for the acquisition of the Pescio Nevada Assets and 26,933,055 were issued to Vista in accordance with the Arrangement. Of the 26,933,055 Allied Nevada shares issued to Vista, 25,403,207 shares were distributed to shareholders of Vista, less any applicable withholding taxes, and Vista retained 1,529,848 shares to facilitate the payment of any taxes payable by Vista in respect of the Arrangement. The new common shares of Vista and the shares of Allied Nevada common stock began trading on May 10, 2007, on the American Stock Exchange and the Toronto Stock Exchange. In addition, holders of options to acquire Vista common shares exchanged their Vista options for options to acquire common stock of Allied Nevada and options to acquire newly created Vista common shares and holders of warrants of Vista had their warrants adjusted in accordance with the terms of the warrants.

Under the Arrangement Agreement, we agreed to use our commercially reasonable efforts to complete an equity financing of no less than $15 million as soon as practical after closing. On July 16, 2007, we met this

requirement with the completion of a non-brokered private placement financing in which we sold and issued a total of 3,696,000 units for total gross proceeds of CDN$17,000,000, or approximately $16.3 million based on the U.S./Canadian dollar exchange rate on the closing date. Each unit consisted of one share of common stock and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one share of common stock of Allied Nevada at any time prior to the close of business on July 16, 2009 at a price of CDN$5.75 per share. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Position, Liquidity and Capital Resources — Financing Activities.”

On September 11, 2007, our Board of Directors approved the proposal to restart the operations at the Hycroft Brimstone Open Pit Mine. The Hycroft reactivation project involves reopening the Hycroft Brimstone oxide open pit mine which has been on a care and maintenance program since 1998. See “— Our Business Strategy” below, and see “Properties — Development Properties — Hycroft Brimstone Open Pit Mine — Planned Reactivation of Mine”.

Our Business

Allied Nevada is engaged in the evaluation, acquisition, exploration and advancement of gold exploration and development projects in the state of Nevada. Our main activities in the near future will focus on the reactivation of our Hycroft Brimstone Open Pit Mine and the exploration drilling program we are currently conducting at Hycroft to upgrade and expand oxide reserves and to test sulfide gold and silver mineralization. See “Business— Business Strategy — Hycroft Brimstone Open Pit Mine Reactivation” and “— Hycroft Exploration Drilling Program.” In addition, our management will look for opportunities to improve the value of the gold projects that we own or control through exploration drilling, introducing technological innovations and developing properties into operating mines. We expect that emphasis on gold project acquisition and development will continue in the future.

We do not produce gold in commercial quantities and do not expect to generate revenue from this source until the last quarter of 2008 at the earliest. We are currently dependent on cash from our working capital, potential funding from external sources and cash flow from royalty payments received with respect to the interests acquired from the Pescios as part of the Pescio Nevada Assets.

Our Properties

All of our properties are located in Nevada. We classify our mineral properties into three categories: “Development Properties”, “Advanced Exploration Properties”, and “Other Exploration Properties”. Development Properties are properties where a decision to develop the property into a producing mine has been made. We currently have one Development Property, namely the Hycroft Brimstone Open Pit Mine as discussed herein. Advanced Exploration Properties are those properties where we retain a significant ownership interest or joint venture and where there has been sufficient drilling and analysis to identify and report proven and probable reserves or other mineralized material. Other Exploration Properties are those that do not fall into the other categories. See “Properties” for information about these properties.

Our Business Strategy

capabilities of our management and employees, and also through strategic partnerships. To achieve this goal, our business plan focuses on five strategic areas:

•

Hycroft Brimstone Open Pit Mine Reactivation

•

Hycroft Exploration Drilling Program

•

Increase of Oxide Reserves

•

Testing of Sulfide Gold and Silver Mineralization

•

Advanced Exploration Properties

•

Other Exploration Properties

•

Mergers and Acquisitions

Until we start generating sufficient cash flow from gold production and production royalties, we are dependent on our working capital, funding from external sources and cash from advanced minimum royalty (“AMR”) payments received with respect to interests in certain Nevada-based mining properties acquired as part of the Pescio Nevada Assets.

•

Hycroft Brimstone Open Pit Mine Reactivation

On September 11, 2007, our Board of Directors approved the proposal to restart the operations at our Hycroft Brimstone Open Pit Mine located near Winnemucca, Nevada. The Hycroft reactivation project involves reopening the Hycroft Brimstone Open Pit Mine which was in production from 1994 until 1998. In 1998, the Hycroft Mine was closed and put on a care and maintenance program due to low gold prices.

While in production the Brimstone deposit contributed 175,000 ounces of gold production to the Hycroft total production of approximately one million ounces of gold. The Hycroft Mine is expected to produce 375,000 ounces of gold over its first five years of operation. Allied Nevada anticipates that an updated reserve calculation estimate for the Hycroft Mine will be completed in the second half of 2008. The expenditures required to attain this production are expected to be approximately $26.6 million, of which $22 million would be spent on over-burden pre-stripping and leach pad construction. Assuming that the requisite financing is obtained, virtually all of these funds are expected to be spent in 2008, with a target of achieving production in the fourth quarter of 2008.

We anticipate that, as the Hycroft Mine reaches scheduled production levels, the project will eventually generate significant cash flow for funding the planned programs of Allied Nevada.

•

Hycroft Exploration Drilling Program

Increase of Oxide Reserves

One of the objectives of the Hycroft exploration drilling program is to confirm and expand the existing oxide reserves on the Hycroft property.

Allied Nevada has begun an oxide ore reserve delineation program at Hycroft. The drill program is designed with the goal of increasing the current proven and probable ore reserves. This drill program includes the drilling of 70 holes to a depth of approximately 300 feet. The planned holes are located immediately west of the Hycroft Brimstone Open Pit Mine. The drilling program is scheduled for completion in the first half of 2008 and management anticipates that the revised oxide ore reserves would be announced in the second half of 2008.

Testing of Sulfide Gold and Silver Mineralization

core drills. Allied Nevada drilled approximately 51,000 feet in 2007. We expect to drill approximately 30,000 feet per month in the first quarter of 2008.

The historical Hycroft drill hole and assay databases are being reviewed to determine if a sulfide gold resource can be defined through the historic drilling. The databases will also be used to guide the sulfide and oxide drilling programs. Based on the data analyzed to date, the drill programs will be concentrated in and around the existing pits for the first half of 2008 to determine the thickness and grade of the sulfides exposed in the pits and to increase the oxide reserves. Diamond drilling in 2007 was designed to test the extensions of sulfide zones out from the existing pits, as indicated by geophysical studies that we completed in 2007. This program will continue as part of the exploration program during the last half of 2008.

The distribution of silver mineralization across the Hycroft property is not fully understood because historic drill holes were not assayed for the silver. Pulp samples from approximately 200 historic holes, distributed throughout the property, are in the process of being assayed for silver and gold.

Results of the Hycroft induced polarization geophysical survey completed in late October 2007 are being evaluated. High chargeability zones were seen to continue south and north from the Central Fault and East Fault (Brimstone) zones, and underlie other parts of the property. The survey was designed to better define the higher concentrations of sulfides within the greater sulfide envelope underlying the property.

Upon completion of the 2008 sulfide exploration drill program, Allied Nevada intends to revise the sulfide mineralized material calculation estimate. We plan to start metallurgical test work during 2008. This test work will focus on estimating gold and silver recovery from the sulfide material.

Management intends to continue exploration drilling on the sulfide system in 2009. We plan to conduct metallurgical testing as well as additional engineering work in 2009. We intend to complete a pre-feasibility study evaluating the economic viability of the sulfide project and anticipate completion of the study in 2010.

Any expansion of the Hycroft Mine necessary to exploit any additional reserves that may be established through our Hycroft exploration drilling program that are not located within our current mine plan, will require us to obtain all permits, approvals and consents of regulatory agencies responsible for the use and development of mines in Nevada.

•

Advanced Exploration Properties

Our Advanced Exploration Properties portfolio consists of five advanced properties (Maverick Springs, Mountain View, Hasbrouck, Three Hills and Wildcat). Evaluation of these properties will be completed to determine each property’s economic potential. Based on this evaluation, future exploration programs will be developed to advance the most prospective properties towards a development decision. For further discussions concerning our advanced exploration properties, please see information concerning each property under “Properties”.

•

Other Exploration Properties

Our Other Exploration Properties comprise 109 earlier-stage exploration properties. We are currently conducting a number of activities in connection with our earlier-stage exploration properties. The evaluation of over 20 property groups in the Battle Mountain segment of the Battle Mountain/Eureka Trend is nearing completion and evaluation has begun of the various properties in the Walker Lane lineament. The evaluation includes compilation of all geologic data and land information for the properties in a geological information system data base.

•

Mergers and Acquisitions

We routinely review merger and acquisition opportunities. An appropriate merger and acquisition opportunity must be accretive to the overall value of Allied Nevada. Our primary focus will be on those opportunities involving precious metal production or near-term production with a secondary focus on other resource-based opportunities. Potential acquisition targets would include private and public companies or individual properties. Although our preference would be for candidates located in the United States, Allied Nevada will consider opportunities located in other countries where the geopolitical risk is acceptable.

Risk Factors

Investing in our common stock involves a number of material risks. You should carefully consider all of the risks discussed in “Risk Factors” which begins on page 15 before investing in our common stock. These risks include the following:

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Risks related to our status as a newly formed independent company and our lack of operating history;

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Risks relating to the planned reactivation of the Hycroft Mine including:

•

risks of delays in receipt of reclamation bond approval and delays in completion of construction;

•

uncertainties relating to availability and timing of capital for financing the planned reactivation;

•

risks relating to availability of outside contractors including a mining contractor to complete the pre-strip, and availability of a contractor to construct the leach pad;

•

risks of shortages of equipment or supplies;

•

uncertainties relating to obtaining approvals and permits from governmental regulatory authorities including timing of required reclamation bond approval; and

•

risks of inability to achieve anticipated production volume or manage cost increases.

•

Risks that our acquisition, exploration and evaluation activities will not be commercially successful;

•

Risks relating to fluctuations in the price of gold;

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The inherently hazardous nature of mining activities;

•

Uncertainties concerning estimates of reserves and mineralized material;

•

Uncertainty of being able to raise capital on favorable terms or at all;

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Our dependence on outside sources to place mineral properties into production;

•

Potential effects on our operations of U.S. federal and state governmental regulation, including environmental regulation and permitting requirements;

•

Risks of significant cost increases;

•

Potential adverse effect of future sales of our common stock on the trading price of our common stock; and

•

The dilution of $· per share that new investors will experience on purchase of our common stock, based on an assumed public offering price of CDN$· per share.

Our Corporate Information

Our principal executive offices are located at 9604 Prototype Court, Reno, Nevada 89521, and our telephone number is (775) 358-4455. Our website address is www.alliednevada.com. The information contained on our website does not form part of this prospectus.

The Offering


Common stock offered by Allied Nevada		· shares

Common stock outstanding after this offering		· shares

Use of Proceeds		We estimate that the net proceeds from this offering after deducting estimated underwriters’ fees and offering expenses will be approximately CDN$· million ($· million) based on an assumed public offering price of CDN$· per share ($· per share) (which was the last reported sale price of our common stock on January ·, 2008), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Assuming that the requisite amounts are raised, we anticipate using approximately $· million of the net proceeds for activities in connection with our proposed reactivation of the Hycroft Brimstone Open Pit Mine, expected to cost approximately $26.6 million in order to attain expected production levels at the mine, and an additional $· million is estimated to be required to fund additional working capital and reclamation bonding in connection with the reactivation program, as described under “Properties — Development Properties — Hycroft Brimstone Open Pit Mine — Planned Reactivation of Mine”. We expect that we would use the majority of any remaining proceeds for our Hycroft exploration drilling program which includes a program to confirm and expand the oxide reserves as well as testing the economic viability of the sulfide gold and silver mineralization on the Hycroft property. See “Business — Business Strategy.” Any further proceeds would be used for general working capital, exploration expenditures and general corporate purposes. See “Use of Proceeds.” Our actual use of the net proceeds may vary depending on our operating and capital needs from time to time. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary.

American Stock Exchange and Toronto Stock Exchange symbol		ANV

Dividend Policy		We have never declared or paid any dividends on our common stock. We do not anticipate that we will pay cash dividends in the near future.

The number of shares of common stock to be outstanding after this offering is based on 42,957,444 shares issued and outstanding as of January 11, 2008 and excludes:

•

3,242,670 common shares underlying our options outstanding at a weighted average exercise price of $4.16 per share;

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1,385,000 common shares available for issuance under our Stock Option Plan;

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300,000 restricted share units outstanding and a further 900,000 restricted share units available for issuance under our Restricted Share Plan; and

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3,671,000 common shares underlying our warrants at a weighted average exercise price of CDN$5.75 per share.

Except as otherwise indicated in this prospectus, information in this prospectus assumes the Underwriters’ over-allotment option will not be exercised to purchase additional shares in the offering.

Summary Financial Data

Set forth below are selected consolidated financial data for the periods indicated. For all periods prior to the effective date of the Arrangement, the financial statements from which these data are derived reflect the financial position and results for subsidiaries of Vista that held Nevada-based mining properties and related assets that were transferred to Allied Nevada as part of the Arrangement (“Vista Nevada”) and do not include any historical information on the properties that were acquired by Allied Nevada from the Pescios, as such acquisition is considered an asset purchase and not the purchase of a business. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — The Separation of Allied Nevada from Vista — Basis of Presentation” for further information on the derivation of these financial statements. Accordingly, the financial statements of Vista Nevada as presented in this prospectus are not indicative of results of operations of Allied Nevada as it is now constituted.

We selected the statement of loss data for the years ended December 31, 2006, 2005 and 2004 and the balance sheet data as of December 31, 2006, 2005 and 2004 from the audited financial statements, which are included elsewhere in this prospectus. The consolidated balance sheet data as of September 30, 2007 and the consolidated statement of operations data for the nine months ended September 30, 2007 and September 30, 2006 have been derived from the Allied Nevada unaudited consolidated statements included elsewhere in this prospectus. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of information have been included. You should read the information presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Allied Nevada and Vista Nevada and related notes included elsewhere in this prospectus.

Summary Financial Data

U.S. dollars in thousands


Results of operations	Years Ended December 31,									Nine Months Ended September 30,
Results of operations	2006			2005			2004			2007			2006
										(Unaudited)			(Unaudited)
Net loss	$	(2,465	)	$	(2,286	)	$	(2,803	)	$	(5,476	)	$	(2,041	)


							September 30, 2007
Financial position	December 31, 2006		December 31, 2005		December 31, 2004		Historical		As Adjusted(1)
							(Unaudited)
Current assets	$	212	$	162	$	454	$	22,950	$	·
Property, plant and equipment		9,889		10,174		3,773		80,192		·
Total assets		17,303		16,863		10,729		110,454		·
Current liabilities		162		168		103		1,513		·
Total liabilities		4,848		4,287		4,266		6,324		·

⁽¹⁾	As adjusted to give effect to this offering, assuming a public offering price of CDN$· per share. See “Use of Proceeds.”

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this prospectus before deciding to invest in our common stock. The risks described below are not the only ones facing us or otherwise associated with an investment in our common stock. Additional risks not presently known to us or which we currently consider immaterial may also adversely affect our business. We have attempted to identify the major factors under the heading “Risk Factors” that could cause differences between actual and planned or expected results, and we have included these material risk factors. If any of the following risks actually happen, our business, financial condition and operating results could be materially adversely affected. In this case, the trading price of our common stock could decline, and you could lose part or all of your investment. See “Forward-Looking Statements” above.

We are at an early stage of development and have minimal operating history as an independent company. Our future revenues and profits are uncertain.

We are an exploration-stage venture with minimal operating history as an independent company. We were incorporated in September 2006 and commenced operations in May 2007 with properties and other mineral assets formerly held by Vista and the Pescios. See “Explanatory Notes — Formation of Allied Nevada”. None of these properties is currently producing gold in commercial quantities and there can be no assurance that these properties, or others that may be acquired by us in the future, will produce gold in commercial quantities or otherwise generate operating earnings. Although our properties include the Hycroft Mine, operations at the Hycroft Mine were suspended in December 1998, and the site was placed on care and maintenance and remains at this status today. As discussed in this prospectus, our Board of Directors recently approved the reactivation of the Hycroft Brimstone Open Pit Mine, and we have started planning and conducting activities for the proposed reactivation. Even if we re-commence mining activities at the Hycroft Mine or commence development activity on other properties, we may continue to incur losses beyond the period of commencement of such activity. There is no certainty that we will produce revenue, operate profitably or provide a return on investment in the future. If we are unable to generate revenues or profits, investors might not be able to realize returns on their investment in our common stock or keep from losing their investment. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

The reactivation of the Hycroft Brimstone Open Pit Mine is subject to risks including delays in completion and we may be unable to achieve anticipated production volume or manage cost increases.

Completion of the reactivation of our Hycroft Mine is subject to various factors, including the availability and performance of our engineering and construction contractors, mining contractors, suppliers and consultants and receipt of required governmental approvals. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which we depend, or delay or failure to receive required governmental approvals, could delay or prevent the reactivation of the Hycroft Mine as currently planned. There can be no assurance:

Although most of our executive management team has experience in developing and operating mines, Allied Nevada, as a newly-formed independent company, has never developed or operated a mine or managed a significant mine development project. We cannot assure you that the reactivation of the Hycroft Mine will be completed at the cost and on the schedule predicted, or that gold grades and recoveries, production rates or anticipated capital or operating costs will be achieved.

Although we believe that we will be able to obtain sufficient funds to complete the reactivation of the Hycroft Mine we cannot provide assurance of this. Furthermore, if the actual cost to complete the project is significantly higher than currently expected, there can be no assurance that we will have sufficient funds to cover these costs or that we will be able to obtain alternative sources of financing to cover these costs. Unexpected cost increases, reduced gold prices or the failure to obtain necessary additional financing on acceptable terms to complete the reactivation of the Hycroft Mine on a timely basis, or to achieve anticipated production capacity, could have a material adverse effect on our future results of operations, financial condition and cash flows.

We cannot be certain that our acquisition, exploration and evaluation activities will be commercially successful.

Although we have recently commenced activities in connection with our planned reactivation of the Hycroft Mine, we currently have no properties that produce gold in commercial quantities. Substantial expenditures are required to acquire existing gold properties, to establish ore reserves through drilling and analysis, to develop metallurgical processes to extract metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. We cannot provide assurance that any gold reserves or mineralized material acquired or discovered will be in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis. Whether income will result from the Hycroft Mine depends on the successful re-establishment of mining operations. Factors including costs, actual mineralization, consistency and reliability of ore grades and commodity prices affect successful project development. The reactivation and efficient operation of processing facilities, the existence of competent operational management and prudent financial administration, as well as the availability and reliability of appropriately skilled and experienced consultants also can affect successful project development which, in turn, could have a material adverse effect on our future results of operations.

The price of gold is subject to fluctuations, which could adversely affect the realizable value of our assets and potential future results of operations and cash flow.

Our principal assets are gold reserves and mineralized material. We intend to attempt to acquire additional properties containing gold reserves and mineralized material. The price that we pay to acquire these properties will be, in large part, influenced by the price of gold at the time of the acquisition. Our potential future revenues are expected to be, in large part, derived from the mining and sale of gold from these properties or from the outright sale or joint venture of some of these properties. The value of these gold reserves and mineralized material, and the value of any potential gold production therefrom, will vary in proportion to variations in gold prices. The price of gold has fluctuated widely, and is affected by numerous factors beyond our control, including, but not limited to, international, economic and political trends, expectations of inflation, currency exchange fluctuations, central bank activities, interest rates, global or regional consumption patterns and speculative activities. The effect of these factors on the price of gold, and therefore the economic viability of any of our projects, cannot accurately be predicted. Any drop in the price of gold would adversely affect our asset values, cash flows, potential revenues and profits.

Mining exploration, development and operating activities are inherently hazardous.

Mineral exploration involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development and production of gold and other metals, any of which could result in work stoppages, damage to property and possible environmental damage.

The nature of these risks is such that liabilities might exceed any liability insurance policy limits. It is also possible that the liabilities and hazards might not be insurable, or, that we could elect not to insure Allied Nevada against such liabilities due to high premium costs or other reasons, in which event, we could incur significant costs that could have a material adverse effect on our financial condition.

Reserve calculations are estimates only, subject to uncertainty due to factors including metal prices, inherent variability of the ore and recoverability of metal in the mining process.

There is a degree of uncertainty attributable to the calculation of reserves and corresponding grades dedicated to future production. Until reserves are actually mined and processed, the quantity of ore and grades must be considered as an estimate only. In addition, the quantity of reserves and ore may vary depending on metal prices. Any material change in the quantity of reserves, mineralization, grade or stripping ratio may affect the economic viability of our properties. In addition, there can be no assurance that gold recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

The exploration and development of our development properties, specifically our planned reactivation of the Hycroft Mine and other construction of mining facilities and commencement of mining operations, will require substantial additional financing. Significant capital investment is required to achieve commercial production from each non-producing property. We will have to raise additional funds from external sources in order to reactivate the Hycroft Mine, maintain and advance our existing property positions and to acquire new gold projects. There can be no assurance that additional financing will be available at all or on acceptable terms and, if additional financing is not available to us, we may have to substantially reduce or cease operations.

The mining industry is intensely competitive in all of its phases. As a result of this competition, some of which is with large established mining companies with substantial capabilities and with greater financial and technical resources than ours, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. This, in turn, may adversely affect our financial condition and our future results of operations. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for qualified employees, our exploration and development programs may be slowed down or suspended. In addition, we compete with other gold companies for capital. If we are unable to raise sufficient capital, our exploration and development programs may be jeopardized or we may not be able to acquire, develop or operate gold projects.

We will depend on outside sources to place our mineral deposit properties into production.

Our ability to place our properties into production will be dependent upon using the services of appropriately experienced personnel or contractors and purchasing equipment, or entering into agreements with other major resource companies that can provide such expertise or equipment. There can be no assurance that we will have available to us the necessary expertise or equipment when and if we place our mineral deposit properties into production. If we are unable to successfully retain such expertise and equipment, our development and growth could be significantly curtailed.

In connection with the planned reactivation of our Hycroft Mine, important requirements for us to achieve gold production as currently scheduled include the availability of a mining contractor to complete the prestrip, and the availability of a contractor to construct the leach pad. There can be no assurance that these contractors will be available to us on a timely basis or on terms acceptable to our management. If we are unable to secure such contractors, our development and growth could be significantly curtailed.

Our operations are subject to numerous governmental permits which are difficult to obtain and we may not be able to obtain or renew all of the permits we require, or such permits may not be timely obtained or renewed.

In the ordinary course of business we are required to obtain and renew governmental permits for our operations, including the reactivation, operation and expansion of the Hycroft Mine. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving costly undertakings by Allied Nevada. The duration and success of our efforts to obtain and renew permits are contingent upon many variables not within our control including the interpretation of applicable requirements implemented by the permitting authority. We may not be able to obtain or renew permits that are necessary to our operations, or the cost to obtain or renew permits may exceed our estimates. Failure to comply with applicable environmental and health and safety laws and regulations may result in injunctions, fines, suspension or revocation or permits and other penalties. There can be no assurance that we have been or will at all times be in full compliance with all such laws and regulations and with our environmental and health and safety permits or that we have all required permits. The costs and delays associated with compliance with these laws, regulations and permits and with the permitting process could stop us from proceeding with the operation or development of the Hycroft Mine or increase the costs of development or production and may materially adversely affect our business, results of operations or financial condition.

Our exploration and development operations are subject to environmental regulations, which could result in the incurrence of additional costs and operational delays.

All phases of our operations are subject to environmental regulation. Environmental legislation is evolving in some countries or jurisdictions in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect our projects. We will be subject to environmental regulations with respect to our properties in Nevada, under applicable federal and state laws and regulations. In connection with the planned reactivation of our Hycroft Mine, we will be dependent upon receipt of environmental approvals including reclamation bond approval, the timing of which will be critical to our ability to restart production as currently scheduled.

Our properties in Nevada occupy private and public lands. The public lands include unpatented mining claims on lands administered by the U.S. Bureau of Land Management (BLM) Nevada State Office. These claims are governed by the laws and regulations of the U.S. federal government and the state of Nevada.

The BLM requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under the U.S. National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project Allied Nevada undertakes.

Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Our mining operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the rules.

The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (CERCLA) imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. The groups who could be found liable include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our properties.

At the state level, mining operations in Nevada are also regulated by the Nevada Department of Conservation and Natural Resources, Division of Environmental Protection. Nevada state law requires the Hycroft Mine to hold Nevada Water Pollution Control Permits, which dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water. In addition, we are required to hold Nevada Reclamation Permits required under NRS 519A.010 through 519A.170. These permits mandate concurrent and post-mining reclamation of mines and require the posting of reclamation bonds sufficient to guarantee the cost of mine reclamation. Other Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill operations. Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by, for example, required changes to operating constraints, technical criteria, fees or surety requirements.

Legislation has been proposed that would significantly affect the mining industry.

Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the Mining Law of 1872. If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop mineralized material on unpatented mining claims. Such bills have proposed, among other things, to either eliminate or greatly limit the right to a mineral patent and to impose a federal royalty on production from unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for development of such mining claims and the economics of existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect our financial performance.

We anticipate that costs at the Hycroft Mine, as well as other properties that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.

A shortage of equipment and supplies could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our mining exploration and development operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of production.

We are dependent on third parties that are responsible for exploration and development on some of our properties.

Our success may be dependent on the efforts and expertise of third parties with whom we have contracted. A large number of the properties in which Allied Nevada holds interests are subject to third party contracts. Third

parties are responsible for exploration and discovery with respect to certain of Allied Nevada’s mineral properties and related assets. Such third parties are not under Allied Nevada’s control or direction. We are dependent on such third parties for accurate information with respect to our mining properties and related assets and the progress and development of such properties and assets. The third parties control the time of exploration and, if warranted, the development of certain of Allied Nevada’s mining properties and related assets. A third party may be in default of its agreement with Allied Nevada, without our knowledge, which may put the property and related assets at risk.

If we lose key personnel or are unable to attract and retain additional personnel, we may be unable to establish and develop our business.

Our development in the future will be highly dependent on the efforts of key management employees, namely, Robert Buchan, our Executive Chairman, Scott Caldwell, our President and Chief Executive Officer, Hal Kirby, our Vice President and Chief Financial Officer, Mike Doyle, our Vice President of Technical Services, and Rick Russell, our Vice President of Exploration, and other key employees that we hire in the future. Although we plan to enter into employment agreements with key employees as determined by Allied Nevada, we do not have and currently have no plans to obtain key man insurance with respect to any of our key employees. As well, we will need to recruit and retain other qualified managerial and technical employees to build and maintain our operations. If we are unable to successfully recruit and retain such persons, our development and growth could be significantly curtailed.

Our lack of operating experience may cause us difficulty in managing our growth.

As a newly-independent entity, Allied Nevada is establishing operating procedures for evaluating, acquiring and developing properties, and negotiating, establishing and maintaining strategic relationships. Our ability to manage our growth, if any, will require us to improve and expand our management and our operational and financial systems and controls. If our management is unable to manage growth effectively, our business and financial condition would be materially harmed. In addition, if rapid growth occurs, it may strain our operational, managerial and financial resources.

Our U.S. mineral properties consist of private mineral rights, leases covering state and private lands, leases of patented mining claims, and unpatented mining claims. Many of our mining properties in the U.S. are unpatented mining claims to which we have only possessory title. Because title to unpatented mining claims is subject to inherent uncertainties, it is difficult to determine conclusively ownership of such claims. These uncertainties relate to such things as sufficiency of mineral discovery, proper posting and marking of boundaries and possible conflicts with other claims not determinable from descriptions of record. Since a substantial portion of all mineral exploration, development and mining in the U.S. now occurs on unpatented mining claims, this uncertainty is inherent in the mining industry.

The present status of our unpatented mining claims located on public lands allows us the exclusive right to mine and remove valuable minerals, such as precious and base metals. We also are allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership of the land remains with the U.S. We remain at risk that the mining claims may be forfeited either to the U.S. or to rival private claimants due to failure to comply with statutory requirements.

There may be challenges to title to the mineral properties in which we hold a material interest. If there are title defects with respect to any properties, we might be required to compensate other persons or perhaps reduce our interest in the affected property. Also, in any such case, the investigation and resolution of title issues would divert our management’s time from ongoing exploration and development programs.

Our principal stockholders will be able to exert significant influence over matters submitted to stockholders for approval, which could delay or prevent a change in corporate control or result in the entrenchment of management or the board of directors, possibly conflicting with the interests of our other stockholders.

Carl and Janet Pescio own approximately 21.6% of the issued and outstanding shares of Allied Nevada. In addition to being a major stockholder, Mr. Pescio is a director of Allied Nevada. Because of the Pescios’ major shareholding and Mr. Pescio’s position on the Allied Nevada Board, the Pescios could exert significant influence in determining the outcome of corporate actions requiring stockholder approval and otherwise control our business. This control could have the effect of delaying or preventing a change in control of us or entrenching our management or the board of directors, which could conflict with the interests of our other stockholders and, consequently, could adversely affect the market price of our common stock.

If we fail to comply with the Sarbanes-Oxley Act of 2002, our business may be adversely affected.

As a new reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”), we are subject to certain provisions of the Sarbanes-Oxley Act of 2002. This Act, and related rules and regulations adopted by the SEC and stock exchanges, affects corporate governance, securities disclosure, compliance practices, disclosure controls and procedures, and financial reporting and accounting systems. Section 404 of the Sarbanes-Oxley Act of 2002, for example, requires companies subject to the reporting requirements of the United States securities laws to do a comprehensive evaluation of their internal controls over financial reporting. Beginning with our annual report on Form 10-K for the year ending December 31, 2008, we will need to document and test our internal control procedures, our management will need to assess and report on our internal control over financial reporting and our independent accountants will need to issue an opinion on the effectiveness of those controls. If we fail to comply with Section 404 when we are required to comply, or if we or our independent auditors identify issues in our compliance with requirements relating to internal controls, we may be prevented from providing the required financial information in a timely manner (which could materially and adversely impact our business, financial condition and the trading price of our common stock), or be prevented from otherwise complying with the standards applicable to Allied Nevada as a public company, which could subject us to adverse regulatory consequences.

Some of our directors may have conflicts of interest as a result of their involvement with other natural resource companies.

Some of our directors are directors or officers of other natural resource or mining-related companies, or may be involved in related pursuits that could present conflicts of interest with their roles at Allied Nevada. Robert Buchan is Chairman of Extract Resources Limited and a director of Quest Capital Corp. W. Durand Eppler is CEO and a director of Coal International PLC, a director of Vista, a director of Augusta Resource Corporation and director and non-executive Chairman of NEMI Northern Energy & Mining Inc. Terry M. Palmer is a director of Apex Silver Mines Limited. Michael B. Richings is Executive Chairman and Chief Executive Officer and a director of Vista and is a director of Zaruma Resources Inc., which holds interests in mining properties. John Ivany is a director of Breakwater Resources Ltd. Cameron Mingay is a director of Silver Bear Resources Inc. Robert G. Wardell is Vice-President, Finance and Chief Financial Officer of Victory Nickel Inc. and a director of Katanga Mining Limited. Carl Pescio is a director of Tornado Gold International Corp. As well, Mr. Pescio may pursue ventures with mining properties other than those held by Allied Nevada. As a condition to completion of the Arrangement, Mr. Pescio entered into non-competition and professional service agreements with us. See “Certain Relationships and Related Transactions, and Director Independence—Transactions with Promoters”. These associations may give rise to conflicts of interest from time to time. In the event that any such conflict of interest arises, a director who has such a conflict is required to disclose the conflict to a meeting of the directors of the company in question and to abstain from voting for or against approval of any matter in which such director may have a conflict. In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.

Our common stock has only recently begun trading and the market price of our shares may fluctuate widely.

Our common stock only began trading in May 2007 and there can be no assurance that an active trading market for Allied Nevada common stock will develop or be sustained in the future. We cannot predict the prices at which Allied Nevada common stock may trade. The market price of the common stock may fluctuate widely, depending upon many factors, some of which may be beyond the control of Allied Nevada including, but not limited to, fluctuations in the price of gold; announcements by us or competitors of significant acquisitions or dispositions; and overall market fluctuations and general economic conditions. Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of our common stock.

Investors often value companies based on the stock prices and results of operations of other comparable companies. Currently, no other public gold exploration company exists that is directly comparable to our size and scale. Further, the Pescios’ assets had previously been privately held. Prospective investors, therefore, have limited historical information about certain of the properties held by Allied Nevada upon which to base an evaluation of Allied Nevada’s performance and prospects and an investment in our common stock. As such, investors may find it difficult to accurately value our common stock, which may cause the common stock price to trade in a range that does not reflect Allied Nevada’s true value.

Future sales of our common stock in the public or private markets could adversely affect the trading price of our common stock and our ability to raise funds in new stock offerings.

Future sales of substantial amounts of our common stock or equity-related securities in the public or private markets, or the perception that such sales could occur, could adversely affect prevailing trading prices of our common stock and could impair our ability to raise capital through future offerings of equity or equity-related securities. As of January 11, 2008, 42,957,444 shares of our common stock were outstanding, of which 25,403,207 were issued to Vista shareholders pursuant to the Arrangement in reliance on the exemption from registration under the Securities Act pursuant to Section 3(a)(10) thereof and are freely transferable by persons other than affiliates of Allied Nevada or Vista without restriction or registration under the Securities Act and 1,529,848 shares were retained by Vista to facilitate payment of taxes by Vista. As well, 12,000,000 shares were issued to the Pescios who subsequently transferred an aggregate of 2,700,000 of those shares to two transferees. The Allied Nevada shares held by the Pescios and their transferees are “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including an exemption contained in Rule 144 under the Securities Act. We were obligated to register 35% of these shares, or 4,200,000, for resale and accordingly filed with the SEC a registration statement on Form S-1 to register those shares for resale. The registration statement was declared effective by the SEC on August 7, 2007. With that registration statement we also registered for resale 3,696,000 shares of common stock that we issued in July 2007 as part of a private placement of 3,696,000 units, each comprised of one share of common stock and one common share purchase warrant. We also agreed to register for resale the shares issuable on warrant exercise at a later date and we also plan to register for resale an aggregate of 229,700 shares underlying the finder warrants we issued as partial compensation to one of the finders in the transaction. We cannot predict the effect, if any, that future sales of our common stock, or the availability of our shares for future sale, will have on the trading price of our common stock.

Allied Nevada may be considered a ‘‘foreign investment entity’’ which may have adverse Canadian tax consequences for its Canadian investors.

Proposals”). The FIE Proposals are discussed in more detail under the heading “Certain Canadian Federal Income Tax Considerations”. The FIE Proposals are exceedingly complex and their application is not clear in certain circumstances. In general terms, the FIE Proposals would apply to require a holder that holds a “participating interest” (that is not an “exempt interest”) in a FIE to include in income for each taxation year an amount of income or gains computed in accordance with the FIE Proposals, regardless of whether the holder actually receives any income or realizes any gains. For purposes of the FIE Proposals, the Allied Nevada shares would constitute a “participating interest” in the Company.

If the Company is a FIE, a holder of an Allied Nevada share, unless the share is an “exempt interest” to such holder, would be required to include in income for that year an amount determined, in general terms, by applying a prescribed interest rate to the holder’s “designated cost” of the Allied Nevada share at the end of each month ending in the holder’s taxation year, unless the holder makes a valid election to use either the “mark-to-market” method or the “accrual” method. In certain limited circumstances, where a holder of Allied Nevada shares makes a valid election to use the “market-to-market” method, such holder will be required to include in income for that year any gains or losses accrued on the Allied Nevada shares for the year. Where a holder of Allied Nevada shares makes a valid election to use the “accrual” method, such holder will be required to include in income for that year the holder’s proportionate share of Allied Nevada’s income (or loss) for the year calculated using Canadian tax rules. The holder must include in income the amount so determined notwithstanding that the holder may not have received any corresponding cash distribution from the Company. A prospective holder of Allied Nevada shares should consult their own tax advisors with respect to the tax consequences of the FIE Proposals to such holder. To the extent that changes are made to the specific legislation finally implementing the FIE Proposals such changes could result in the Canadian federal income tax considerations described herein being materially different in certain respects.

We have never declared or paid any dividends on our common stock. We intend to retain all of our earnings for the foreseeable future to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases. Our Board of Directors retains the discretion to change this policy.

If you purchase shares of our common stock in this offering, you will experience substantial and immediate dilution.

If you purchase shares of our common stock in this offering, you will experience substantial and immediate dilution in net tangible book value of CDN$ · per share ($· per share) from an assumed public offering price of CDN$· per share ($· per share), because the price that you pay will be substantially greater than the net tangible book value per share of the common stock that you acquire. This dilution is due in large part to the fact that our earlier investors paid substantially less than the public offering price when they purchased or otherwise acquired their shares of our capital stock. You will experience additional dilution upon the exercise of options to purchase common stock under our equity incentive plans. For a further description of the effects of dilution in the net tangible book value of our common stock, see “Dilution.”

We will have broad discretion over the use of the net proceeds to us from this offering, and you will be relying on the judgment of our board of directors and management regarding the application of these proceeds. Although we expect to use the majority of the net proceeds from this offering for activities in connection with our proposed reactivation of the Hycroft Mine including, assuming the requisite financing is obtained, approximately $26.6 million for capital costs required to attain expected production levels and an additional $14 million for additional working capital and reclamation bonding in connection with the reactivation program, with any remainder of the proceeds to be used for general working capital, exploration expenditures and general corporate purposes (see “Use of Proceeds”), we have not allocated these net proceeds for specific purposes. It is possible that a substantial portion of the net proceeds will be invested in a way that does not yield a favorable, or any, return for us.

It may be difficult to bring actions or enforce judgments in Canada against us and certain of our directors and officers.

Allied Nevada is organized under the laws of the state of Delaware in the United States. Some of its directors and officers, and some of the experts named in this prospectus, are residents of the United States or otherwise reside outside of Canada, and all or a substantial portion of their assets, and a substantial portion of Allied Nevada’s assets, are located outside of Canada. As a result, although we have appointed Cassels Brock & Blackwell LLP as our agent for service of process in Canada, it may not be possible for investors in Canada to bring an action in Canada against directors, officers or experts who are not resident in Canada. It may also not be possible for an investor to enforce a judgment obtained in a Canadian court predicated upon the civil liability provisions of Canadian securities laws against the Company or those persons.

Our common stock is listed on the AMEX and the TSX under the symbol “ANV”, and commenced trading on each of these exchanges on May 10, 2007. The following table sets out the reported high and low sale prices on the AMEX and on the TSX for the periods indicated as reported by the exchanges.

On January 17, 2008, the last reported sale price of our common stock on the AMEX was $5.19 and on the TSX was CDN$5.29. As of January 11, 2008, there were 42,957,444 shares of our common stock issued and outstanding, and we had 273 registered shareholders of record.

We estimate that the net proceeds from this offering after deducting estimated underwriters’ fees and offering expenses will be approximately CDN$· million ($· million), or CDN$· million ($· million) assuming the over-allotment option is exercised in full, based on an assumed public offering price of CDN$· per share ($· per share) (which was the last reported sale price of our common stock on ·, 2008), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Assuming the requisite amounts are raised, we anticipate using approximately $40 million of the net proceeds for activities in connection with our proposed reactivation of the Hycroft Brimstone Open Pit Mine, including expenditures of approximately $26.6 million to attain expected production levels at the mine, and an additional $13.4 million to fund additional working capital and reclamation bonding in connection with the mine reactivation program, as described under “Properties — Development Properties — Hycroft Brimstone Open Pit Mine — Planned Reactivation of Mine”. We expect that we would use the majority of any remaining proceeds for our Hycroft exploration drilling program which includes a program to confirm and expand the oxide reserves as well as testing the economic viability of the sulfide gold and silver mineralization on the Hycroft property. See “Business — Business Strategy.” Any further proceeds would be used for general working capital, exploration expenditures and general corporate purposes. Pending application of the net proceeds, we will invest the net proceeds in short-term, investment-grade, interest-bearing securities. Our actual use of the net proceeds may vary depending on our operating and capital needs from time to time. There may be circumstances where for sound business reasons, a reallocation of funds may be necessary.

We have never paid dividends. While any future dividends will be determined by our directors after consideration of our earnings, financial condition and other relevant factors, it is currently expected that available cash resources will be utilized in connection with the ongoing acquisition, exploration and evaluation programs and development projects of Allied Nevada.

We derived this table from, and it should be read in conjunction with and is qualified in its entirety by reference to, the unaudited historical consolidated balance sheet at September 30, 2007 included elsewhere in this prospectus. You should also read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Dilution is the amount by which the price paid by the purchasers of shares in this offering will exceed our net tangible book value per share upon completion of this offering. Net tangible book value is our total tangible assets less total liabilities. Based on an assumed public offering price of CDN$ · per share ($· per share), which was the last reported sale price of our common stock on ·, 2008, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us, and assuming an exchange rate of $1.00 to CDN$·, on a pro forma basis as of September 30, 2007, our net tangible book value would have equaled approximately $ · million, or $ · per share. Purchasers of shares in this offering will experience substantial and immediate dilution, as illustrated in the following table:

If the underwriters exercise their over-allotment option in full to purchase · additional shares of common stock in this offering, the pro forma as adjusted net tangible book value per share after the offering would be $· per share, the increase in the pro forma net tangible book value per share to existing stockholders would be $· per share and the pro forma dilution to new investors purchasing common stock in this offering would be $· per share.

Set forth below are selected consolidated financial data for each of the five fiscal years ended December 31, 2002-2006 and the nine months ended September 30, 2007 and September 30, 2006. For all periods prior to the effective date of the Arrangement, the financial statements from which these data are derived reflect the financial position and results for subsidiaries of Vista that held Nevada-based mining properties and related assets that were transferred to Allied Nevada as part of the Arrangement (“Vista Nevada”) and do not include any historical information on the properties that were acquired by Allied Nevada from the Pescios, as such acquisition is considered an asset purchase and not the purchase of a business. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — The Separation of Allied Nevada from Vista — Basis of Presentation” for further information on the derivation of these financial statements. Accordingly, the financial statements of Vista Nevada as presented in this prospectus are not indicative of results of operations of Allied Nevada as it is now constituted.

We selected the statement of loss data for the years ended December 31, 2006, 2005 and 2004 and the balance sheet data as of December 31, 2006, 2005 and 2004 from the audited financial statements, which are included elsewhere in this prospectus. We derived the statement of loss data for the years ended December 31, 2003 and 2002 and the balance sheet data as of December 31, 2003 and 2002 from Vista’s audited financial statements which are not included herein. The consolidated balance sheet data as of September 30, 2007 and the consolidated statement of operations data for the nine months ended September 30, 2007 and September 30, 2006 have been derived from the Allied Nevada unaudited consolidated statements included elsewhere in this prospectus. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of information have been included. You should read the information presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Allied Nevada and Vista Nevada and related notes included elsewhere in this prospectus.

Allied Nevada commenced operations on May 10, 2007, following Vista’s transfer to us of the Vista Nevada Assets, along with cash, and the transfer to us by the Pescios of the Pescio Nevada Assets. These transfers to us were made in exchange for shares of our common stock and cash, under the terms of the Arrangement Agreement. See “Business — History of Allied Nevada”. We have now begun to conduct our new business of evaluation, acquisition, exploration and advancement of gold exploration and development projects in the state of Nevada. Before the Arrangement was completed, we had no properties or property interests, were not yet conducting business operations and had no shareholders other than Vista. This prospectus includes financial information through the quarter ended September 30, 2007. For periods prior to the effective date of the Arrangement, the financial statements, related discussion and analysis and other financial information in this document were prepared as relates to the subsidiaries of Vista that held Nevada-based mining properties and related assets that were transferred to Allied Nevada as part of the Arrangement. In our SEC filings prior to the completion of the Arrangement, we referred to these subsidiaries as “Vista Gold Corp — Nevada exploration properties” or “Vista Nevada”.

The following discussion and analysis is made of the financial position and results for Allied Nevada and Vista Nevada, as defined above. For periods prior to the effective date of the Arrangement, these financial statements have been prepared under generally accepted accounting principles (“GAAP”) in the United States as if Vista Nevada had been a stand-alone company and should be read in conjunction with the consolidated financial statements and the related notes thereto included herein. These consolidated financial statements do not include any historical financial information on the property interests acquired by Allied Nevada from the Pescios (the “Pescio Nevada Assets”). Based on guidelines provided in Rule 11-01 of Regulation S-X of the SEC, the U.S. GAAP guidance provided in Emerging Issues Task Force (EITF) 98-3 (concerning whether assets or a business are being acquired) and in the Financial Accounting Standards Board Statement No. 141, “Business Combinations,” the acquisition of the Pescio Nevada Assets is considered an asset purchase and not a purchase of a business, consequently, financial information relating to the property interests acquired from the Pescios is not incorporated into these statements for periods prior to the effective date of the Arrangement. This assessment is based on the fact that no separate entity was acquired but rather a group of interests in mineral properties assembled over time by the Pescios. None of the properties is in the operating stage; consequently, although certain of the property interests generate cash from advanced minimum royalty (“AMR”) payments, none of the properties produces any revenue from operations. In addition, as the Pescio Nevada Assets have nothing in the nature of physical facilities, employees, market distribution systems, sales forces, customer bases, production techniques, trade names or operational or resource management processes consistent with a business operation, none of the foregoing attributes were acquired through the acquisition of these assets. Accordingly, the historical financial statements of Vista Nevada as presented in this prospectus are not indicative of results of operations of Allied Nevada as it is now constituted.

The discussion and analysis of the consolidated operating results and financial condition of Allied Nevada for the nine months ended September 30, 2007 has been prepared based on information available to us as of January 11, 2008. This discussion should be read in conjunction with the consolidated financial statements of Vista Nevada for the three years ended December 31, 2006 and the related notes thereto, which have been prepared in accordance with U.S. GAAP. All amounts stated herein are in U.S. dollars, unless otherwise noted.

Allied Nevada is engaged in the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects with the aim of adding value to the projects. Allied Nevada looks for opportunities to improve the value of its gold projects through exploration drilling, the introduction of technological innovations, and the development of exploration projects into operating mines.

The holdings of Vista Nevada prior to completion of the Arrangement included the Maverick Springs, Mountain View, Hasbrouck, Three Hills and Wildcat projects and the Hycroft Mine, all in Nevada; and properties acquired in connection with the December 2005 acquisition of F.W. Lewis, Inc., which includes patented and unpatented mining claims on 50 properties in Nevada, as well as the Hycroft royalty (see Notes to Audited Financial Statements — Note 4).

Gold prices started 2006 at $521 per ounce and finished the year at $636 per ounce as quoted on the London Exchange and as of December 31, 2007, had reached $836.50 per ounce. This rise of approximately 22% during 2006, and approximately 25% during 2007, reflected factors such as oil prices, global instability, real and threatened terrorism activities, the war in Iraq, the decline in the value of the U.S. dollar and the rise and demand for investment and jewelry. Current price levels are near a 25-year high and no assurance can be given that such prices will be sustained.

At the end of 2006, Vista Nevada owned or controlled six properties containing mineralized material. We believe that through exploration drilling and engineering studies, additional value can be added to most of the projects by advancing them closer to a production decision. As discussed below, in September 2007, our Board of Directors approved the proposal to restart the Hycroft Brimstone Open Pit Mine. See also “Properties — Development Properties — Hycroft Brimstone Open Pit Mine — Planned Reactivation of Mine”.

Allied Nevada does not currently generate operating cash flows. Subject to sustained gold prices, Allied Nevada expects to generate revenues and cash flows in the future. We may generate revenues and cash flows from our portfolio of gold projects by several means, including but not limited to options or leases to third parties, joint venture arrangements with other gold producers, outright sales for cash and/or royalties, or project development and operation. Until we start generating sufficient cash flow, we will be dependent on our working capital, potential funding from external sources and cash from AMR payments received with respect to interests in certain Nevada-based mining properties acquired from the Pescios as part of the Pescio Nevada Assets. See “Business — General Description of the Business of Allied Nevada”.

At present, we anticipate raising funds to meet potential long-term obligations and planned expenditures through private or public securities offerings, or joint venture efforts or sale of properties currently controlled. On July 16, 2007, we completed a non-brokered private placement financing in which we sold and issued a total of 3,696,000 units for total gross proceeds of CDN$17,000,000, or approximately $16.3 million based on the U.S./Canadian dollar exchange rate on the closing date. Net cash proceeds to Allied Nevada were approximately $15.5 million. Each unit consisted of one share of common stock and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one share of common stock of Allied Nevada at any time prior to the close of business on July 16, 2009 at a price of CDN$5.75 per share. We also issued as a finder’s fee 114,850 warrants, each such warrant exercisable for one unit at any time prior to the close of business on July 16, 2009 at an exercise price of CDN$4.60, and paid cash finder’s fees totalling $507,000 to the two entities that served as finders in the private placement financing. See “ — Financial Position, Liquidity and Capital Resources — Financing Activities” and Note 8 to the unaudited interim consolidated financial statements for the period ended September 30, 2007 (included elsewhere in this prospectus and referred to herein as the “September 2007 financial statements”). In subsequent years, we anticipate that Allied Nevada will need to raise additional capital to meet property purchase installment obligations and scheduled payments on those properties that we decide to retain under option. Further, additional capital would be necessary to acquire properties and conduct exploration drilling and re-engineering studies on current and newly acquired properties. However, there can be no assurance that Allied Nevada will be successful in efforts to raise additional capital.

pit mine which has been on a care and maintenance program since 1998. This oxide open pit mine was in production from 1994 until 1998 when the entire Hycroft Mine was put on care and maintenance due to low gold prices.

Once reactivated, the Hycroft Mine is expected to produce 375,000 ounces of gold over its first five years of operation. Allied Nevada anticipates that an updated reserve calculation estimate for the Hycroft Mine will be completed in the second half of 2008. The expenditures required to attain this production are expected to be approximately $26.6 million, of which $21 million will be spent on pre-stripping and leach pad construction. Assuming that the requisite financing is obtained, virtually all of these funds are expected to be spent in 2008, with a target of achieving production in the fourth quarter of 2008. The critical constraints to achieving the gold production schedule include the timing of reclamation bond approval, the availability of a mining contractor to complete the prestrip, and the availability of a contractor to construct the leach pad. Allied Nevada has scheduled these activities to begin in May 2008.

In addition to the expenditures required to reopen the mine, the recommissioning program will require Allied Nevada to fund additional working capital and reclamation bonding of approximately $14 million. See “Properties — Development Properties — Hycroft Brimstone Open Pit Mine — Planned Reactivation of Mine”.

On July 6, 2006, Vista announced that it had entered into a binding letter of intent, with the Pescios, pursuant to which Vista agreed to transfer its existing Nevada properties into a new publicly-listed company that would, concurrently with the transfer, acquire the Nevada mining property interests of the Pescios. Pursuant to the Arrangement, Vista shareholders were to exchange their current common shares of Vista for shares of common stock of Allied Nevada and new common shares of Vista. As described above under “General”, the Arrangement was completed on May 10, 2007.

With the completion of the Arrangement, the Nevada properties transferred by Vista to Allied Nevada are reflected at their carrying value in the consolidated financial statements of Allied Nevada under the continuity of interests method, as Allied Nevada is deemed to be a continuation of the business of the Vista Nevada properties. The Nevada mining property interests of the Pescios acquired by Allied Nevada under the Arrangement are accounted for as an acquisition of assets as discussed under “General”, above, based on Rule 11-01 of Regulation S-X of the SEC and U.S. accounting guidance because, among other factors, the Pescio Nevada Assets have nothing in the nature of physical facilities, employees, market distribution systems, sales forces, customer bases, production techniques, trade names or operational or resource management processes consistent with a business operation, and accordingly none of the foregoing attributes were acquired through the acquisition of these assets. The $70,518,000 cost of these assets was determined as the estimated fair value of the consideration paid of $15 million cash and 12 million shares of common stock of Allied Nevada.

The consolidated financial statements of Vista Nevada were prepared in connection with the Arrangement. The consolidated financial statements reflect the consolidated historical results of operations, financial position and cash flows of the subsidiaries of Vista that held Nevada mineral properties, for all periods presented prior to the effective date of the Arrangement. For all periods subsequent to the effective date of the Arrangement, the consolidated historical results of operations, financial position and cash flows are those of Allied Nevada. For all periods presented prior to the effective date of the Arrangement, the assets and liabilities have been reflected in these consolidated financial statements on a historical basis; prior to the Arrangement all of these assets and liabilities presented were 100% owned by Vista. Subsequent to the Arrangement, all of the assets and liabilities presented were 100% owned by Allied Nevada.

Prior to the effective date of the Arrangement, corporate overhead and general and administrative expenses were allocated by Vista to Vista Nevada based on the ratio of the carrying amounts of mineral properties

transferred to Allied Nevada and management believes such allocations are reasonable. Also, all intercompany payables and receivables outstanding between Vista Nevada and Vista were settled as part of Vista’s net investment in Vista Nevada. The net of these intercompany receivables and payables was deemed to be part of Vista’s net investment and has been included in the Consolidated Balance Sheets accordingly (see Notes to Audited Financial Statements — Note 13). However, the associated expenses recorded by Vista Nevada may not be indicative of the actual expenses that would have been incurred had it been operating as a separate, stand-alone public company for the periods presented and do not reflect its consolidated results of operations, financial position and cash flows had it been a stand-alone company during the periods presented. Further, for periods prior to the effective date of the Arrangement, these consolidated financial statements do not include any historical financial information on the properties acquired by Allied Nevada from the Pescios, as discussed above. Accordingly, the financial statements of Vista Nevada as presented in this prospectus are not indicative of results of operations of Allied Nevada as it is now constituted.

Nine Months Ended September 30, 2007 as Compared to Nine Months Ended September 30, 2006

Allied Nevada had a consolidated net loss for the nine-month period ended September 30, 2007, of $5,476,000 compared to a consolidated net loss of $2,041,000 for the same period in 2006. The increase in the consolidated net loss of $3,435,000 is largely due to an increase of $1,207,000 in exploration, property evaluation and holding costs and an increase of $2,509,000 in corporate administration and investor relations costs partially offset by an increase of $410,000 in interest and other income.

Exploration, property evaluation and holding costs increased to $2,610,000 during the nine-month period ended September 30, 2007, as compared with $1,403,000 for the same period in 2006. The principal variances from the comparative period in 2006 are as follows:

Corporate administration and investor relations costs increased to $3,364,000 during the nine-month period ended September 30, 2007, compared to $855,000 for the same period in 2006. The increase of $2,509,000 for the period can be attributed to a number of factors:

During the nine-month period ended September 30, 2007, depreciation and amortization expense was virtually unchanged at $161,000 in 2007 compared to $150,000 in 2006, with the entire increase attributable to the depreciation of additional assets required to operate a newly independent public company.

During the nine-month period ended September 30, 2007, Allied Nevada recorded accretion expense of $133,000 compared to no charge during the same period in 2006. The accretion expense in 2007 is based on the risk-free credit adjusted rate of 7.5% used to calculate the asset retirement obligation and the opening asset retirement obligation of $4,663,000.

During the nine months ended September 30, 2007, we earned $742,000 in interest income as compared to $332,000 for the same period in 2006. The increase of $410,000 is attributable to an increase in interest earned on our liquid savings accounts of $378,000 and an increase in interest earned on the Hyrcoft Mine restricted cash account of $32,000. The increase in interest earned on the liquid savings account is attributable to higher cash balances available to be invested, again reflecting primarily net cash proceeds of $15,378,000 that we realized in connection with our July 2007 private placement, and the increase in interest earned on the Hycroft Mine restricted cash account is due to higher interest rates during the nine months ended September 30, 2007 as compared to the same period in 2006.

Vista Nevada’s consolidated net loss for the year ended December 31, 2006 was $2,465,000 compared to the 2005 consolidated net loss of $2,286,000 for a net increase of $179,000. The increase in the consolidated loss of $179,000 in 2006 is primarily the result of increased property evaluation and holding costs of $243,000 and increased corporate administration and investor relations costs of $322,000, which is partially offset by increased interest and other income of $368,000.

Vista Nevada’s 2005 consolidated net loss was $2,286,000 compared to the 2004 consolidated net loss of $2,803,000 for a net decrease of $517,000. The decrease of $517,000 in 2005 is primarily due to decreased property evaluation and holding costs of $801,000 and increased interest and other income of $134,000, which is partially offset by increased corporate administration and investor relations costs of $409,000.

The Hycroft Mine is currently on a care and maintenance program. Mining activities were suspended at Hycroft in 1998 and, as expected, gold production has ceased. Income earned during the exploration stage during 2006 was nil, and for the years 2005 and 2004 was $40,000 and $51,000, respectively. Gold production costs, which are offset by proceeds received from gold sales are no longer recorded as production costs, but are accounted for as property evaluation and holding costs. Therefore there were no production costs recorded during the years ended December 31, 2006, 2005 and 2004.

During the year ended December 31, 2006, Vista Nevada realized $552,000 in interest and other income as compared to $184,000 for 2005. The increase of $368,000 is mostly due to an increase in the allocation of interest income from Vista of approximately $274,000 and increased interest earned on the Hycroft restricted cash account (see Notes to Audited Financial Statements — Note 3) of approximately $88,000. The increased interest earned on the Hycroft restricted cash account during 2006 was the result of higher interest rates during 2006 as compared to 2005. The increase in the allocation of interest income from Vista is due to increased holdings in Vista’s corporate cash accounts.

During 2005, Vista Nevada realized $184,000 in interest income as compared to $50,000 in 2004. The increase of $134,000 in 2005 is primarily attributable to interest earned on the Hycroft restricted cash account of $134,000 in 2005 as compared to $33,000 in 2004. The remaining increases in interest income are due to the allocation of interest earned on corporate cash accounts from Vista to Vista Nevada.

Property evaluation and holding costs increased to $1,709,000 during the year ended December 31, 2006, compared with $1,466,000 for 2005. This increase of $243,000 was mostly due to increased exploration costs at

the Maverick Springs Project of approximately $248,000, increased holding costs at the Hycroft Mine of approximately $54,000 and increased holding costs for the F.W. Lewis, Inc. properties of approximately $88,000, offset by a decrease in the allocation of general development costs from Vista of approximately $119,000. The decrease in the allocation of these costs from Vista is due to a decrease in general development costs incurred by Vista during the 2006 period resulting in less costs being allocated to Vista Nevada.

Property evaluation and holding costs decreased by $801,000 from $2,267,000 in 2004 to $1,466,000 in 2005. This decrease is due to decreased holding costs at the Hycroft Mine of approximately $144,000, decreased holding costs at the Wildcat project of $371,000 and decreased holding costs at the Mountain View project of $237,000, offset by an increase in the allocation of general development costs from Vista of approximately $97,000. The increase in the allocation of these costs from Vista is due to an increase in general development costs incurred by Vista during the 2005 period resulting in more costs being allocated to Vista Nevada. Also, with the acquisition of the F.W. Lewis, Inc. properties, Vista Nevada’s mineral properties balance was increased causing a higher percentage of costs to be allocated to Vista Nevada from Vista.

Corporate administration and investor relations costs increased to $1,181,000 during the year ended December 31, 2006, compared to $859,000 for 2005. The entire increase of $322,000 during 2006 can be attributed to an increase in the allocation of corporate administration and investor relations costs from Vista. The increase in the allocation of these costs from Vista is mostly due to an increase in the stock-based compensation allocation. This increase in the stock-based compensation allocation is the result of Vista granting options to directors and employees during August and September 2006.

Corporate administration and investor relations costs increased to $859,000 in 2005 compared to $450,000 in 2004, representing an increase of $409,000. The entire increase for 2005 can be attributed to an increase in the allocation of corporate administration and investor relations costs from Vista. The increase in the allocation of these costs from Vista is the result of Vista Nevada’s acquisition of the F.W. Lewis, Inc. properties which increased the mineral properties balance causing a higher percentage of costs to be allocated to Vista Nevada from Vista.

Vista estimates the fair value of stock options granted to employees and directors at the grant date using the Black-Scholes option pricing model. The fair value of stock options is then expensed over the option’s vesting term.

Depreciation and amortization expense was approximately level with $200,000 in each of 2006, 2005 and 2004. In each case, there was no significant change in the depreciation and amortization costs from the previous year.

Cash used in operations was $3,950,000 for the nine-month period ended September 30, 2007, compared to $1,310,000 for the same period in 2006. The increase in cash used in operating activities of $2,640,000 for the nine-month period can be explained by a number of factors:

Cash used in operations was $1,392,000 for the year ended December 31, 2006, as compared to $790,000 for 2005. The increase of $602,000 can be attributed primarily to changes in working capital of $295,000, a change in the consolidated net loss between 2006 and 2005 of $179,000 and a net change in non-cash items of $129,000.

Cash used in operating activities was $790,000 in 2005 compared to $1,647,000 in 2004. The decrease of $857,000 for the 2005 period is due to an increase in the allocated expenses from Vista and a decreased consolidated net loss.

Net cash used in investing activities increased to $15,150,000 for the nine-month period ended September 30, 2007, from $91,000 for the same period in 2006. The increase of $15,059,000 for the period results from the following factors:

Net cash used for investing activities decreased to $140,000 for the year ended December 31, 2006, compared to $5,469,000 for 2005. The decrease of $5,329,000 is primarily due to the acquisition of F.W. Lewis, Inc. during 2005. There were no comparable acquisitions during 2006.

Net cash used for investing activities in 2005 was $5,469,000 compared to $4,928,000 in 2004. The increase of $541,000 in 2005 can be attributed to a decrease of $3,141,000 in expenditures to establish the Hycroft restricted cash account that was established in 2004; a decrease of $1,641,000 primarily due to an insurance premium payment of $1.7 million in 2004 for the Hycroft reclamation bond; and an increase of $5,325,000 for the acquisition of the F.W. Lewis, Inc. properties net of cash acquired. There were no comparable acquisitions in 2004.

The net cash provided by financing activities was $40,857,000 in the nine-month period ending September 30, 2007 compared to $1,409,000 in the same period in 2006. The $39,448,000 increase for the nine-month period in cash provided by financing activities was the result of the following factors:

For the years 2002 through 2006 presented on the consolidated statements of cash flows, cash received from financing activities was the result of intercompany funding from Vista. Vista provided cash to Vista Nevada to pay for expenditures incurred by Vista Nevada. Any increases or decreases in cash provided were due to increases or decreases in Vista Nevada’s yearly or quarterly, expenditures, as applicable.

Our immediate cash needs prior to the completion of the Arrangement were met by loans from Vista pursuant to the Arrangement Agreement, which provided that, prior to the closing, Vista could loan money to its wholly-owned subsidiary that would hold Vista’s Nevada assets prior to the closing, namely Vista Gold Holdings Inc. (“Vista U.S.”) in amounts sufficient to undertake certain activities for the benefit of the business to be operated by Allied Nevada after the completion of the Arrangement. These activities include the purchase of mineral properties or property interests, payment of amounts necessary to secure the services of a Chief Executive Officer for us prior to the closing, and purchase of office equipment, software and other miscellaneous items to enable us to commence operations immediately after the closing, as well as certain consulting costs including approximately $22,000 paid for consulting services provided by Hal Kirby who was appointed our Vice President and Chief Financial Officer in April 2007. See “Management — Executive Compensation — Compensation Discussion and Analysis — Compensation of Named Executive Officers”. These loans were to bear interest at the rate of 6% per annum and all principal and interest owing by Vista U.S. to Vista in respect of such loans was to be paid in full at closing by Allied Nevada on behalf of Vista U.S. As of December 31, 2006 this loan amount was $357,201 which included interest of $3,308. At September 30, 2007, the loan, aggregating $483,000, had been repaid to Vista.

In conjunction with the Arrangement, Vista invested $25 million in Allied Nevada in exchange for common stock of Allied Nevada. Allied Nevada used $15 million of this investment to purchase the Pescio Nevada Assets. The remaining $10 million, less costs and expenses or any amounts required to pay amounts owing to Vista in connection with loans that Vista made to Vista U.S. pursuant to the Arrangement Agreement, is being used to fund exploration and development projects and ongoing commitments. Under the Arrangement Agreement, we

agreed to use our commercially reasonable efforts to complete an equity financing of no less than $15 million as soon as practical after the closing. On July 16, 2007, we met this requirement with the completion of a private equity placement for gross proceeds of approximately $16.3 million. See “— Financing Activities” and Note 8 to the September 30, 2007 financial statements. However, there can be no assurance that we will be able to raise additional capital in the future. Allied Nevada will continue to actively pursue alternatives to monetize Allied Nevada’s assets and attract other investors.

At September 30, 2007, our total assets increased to $110,454,000 from $17,303,000 at December 31, 2006. Much of this increase was a result of the closing of the Arrangement, which resulted in among other things, Vista’s investment in Allied Nevada common stock and our subsequent cash payment to the Pescios, as well as our private placement completed in July 2007, all as discussed above.

At September 30, 2007, we had working capital of $21,437,000 compared to $50,000 at December 31, 2006, representing an increase of $21,387,000. This increase is primarily related to a $21,757,000 increase in cash and cash equivalents as explained in the previous sections discussing cash used in operating activities, cash used in investing activities, and cash provided by financing activities. Other non-cash current asset items increased by $981,000 as a result of the Company setting up our own prepaid insurance accounts and additional prepayments required by contract diamond drilling companies operating at the Hycroft Mine. Current liabilities increased by $1,351,000 since December 31, 2006 as we recognized our own accruals related to vacation pay, bonus, directors’ fees, and accrued legal fees related to commencement of our independent business operations.

At September 30, 2007, we had cash equivalents totaling $21,764,000. All cash equivalents were short-term investments in U.S. government marketable securities. At September 30, 2007, we had no funds invested in asset backed commercial paper.

At September 30, 2007, we had no outstanding debt to banks or financial institutions.

At December 31, 2006, Vista Nevada’s total assets were $17.3 million as compared to $16.9 million and $10.7 million for 2005 and 2004, respectively. At December 31, 2006, we had working capital of $50,000 compared to negative working capital of $6,000 in 2005 and working capital of $351,000 in 2004.

We anticipate that we will meet our operating cash requirements over the next two years through a combination of our cash on hand, the funds that we anticipate raising from this offering of our common stock, royalty payments and operating cash flow from the Hycroft Mine assuming that the reactivation proceeds as currently planned. We are also evaluating other possible outside sources of financing and have held preliminary discussions with potential lenders concerning provision of credit facilities. If we are unable to raise sufficient funds from the foregoing to meet our operating cash requirements, we may need to pursue public financing or curtail our activities.

During the year, Allied Nevada entered into lease agreements on office space in Toronto and Reno. The Toronto office space was rented under a one-year lease at a rent of approximately CDN$1,500 per month ending on June 30, 2008.

Allied Nevada entered into a one-year renewable lease which expires on May 31, 2008 for an exploration office in Reno for an amount of $1,425 per month. Allied Nevada entered into a sublease for office space for the corporate office in Reno with monthly lease payments of $6,064 and a lease term that ends on November 25, 2009.

Steffen Robertson and Kirsten (U.S.), Inc. (“SRK”) has been placed on retainer and we have entered into an engineering contract with SRK, pursuant to which they are to assist in the evaluation and permitting of the Hycroft Mine. The retainer for SRK was $15,000 and the contract provides for three phases. The first phase is being executed by SRK Reno which includes the evaluation of current mine permit status, gap analysis and strategy for site permitting. The estimated cost for the first phase is $35,000. The second phase, being handled by SRK Denver, includes reviewing the 2006 resource estimate and updating the 2006 MDA feasibility cost estimate. The second phase of the contract will cost approximately $71,000. The third phase of the evaluation is to monitor drilling, assaying and complete an end of year resource estimate at an estimated cost of $35,000. The total cost of the SRK contract is approximately $105,000.

In July 2007, Allied Nevada entered into a service contract with Boart Longyear Drilling Services, Elko, Nevada Division to provide a truck mounted reverse circulation drilling rig. The anticipated total footage on the project is 100,000 feet at a maximum depth of 1,600 feet.

In August 2007, Allied Nevada entered into a service contract with DOSECC, Inc. to perform core drilling service at the Hycroft Mine. The holes are to be drilled and cored to a total depth of up to 2,000 feet based on the direction provided by Allied Nevada. The Company has advanced $150,000 to DOSECC, Inc. for their services and has agreed to provide for a minimum of 15,000 feet of drilling and coring.

The following is a summary of Allied Nevada’s significant contractual obligations at December 31, 2006:

On September 11, 2007, the Board of Directors approved the reactivation of the Hycroft Mine. The Hycroft reactivation project involves reopening the Brimstone oxide open pit mine, which had been in production from 1994 until 1998 when the entire Hycroft Mine was closed and put on care and maintenance due to low gold prices.

While in production the Brimstone deposit contributed 175,000 ounces of gold production to the Hycroft total production of approximately 1 million ounces of gold. Once reactivated, the Hycroft Mine is expected to produce 375,000 ounces of gold over its first five years of operation. Allied Nevada anticipates that an updated reserve calculation estimate for the Hycroft Mine will be completed in the second half of 2008. Reflecting the good condition of the facilities at Hycroft, the cost required to attain this production is expected to be approximately $26,600,000, of which $22,000,000 will be spent on pre-stripping and leach pad construction, assuming the requisite financing is obtained. In addition to the expenditures required to reopen the mine, the recommissioning program will require Allied Nevada to fund additional working capital and reclamation bonding of approximately $14,000,000. The critical constraints to achieve the gold production schedule include the timing of reclamation bond approval, the availability of a mining contractor to complete the pre-stripping, and the availability of a contractor to construct the leach pad. Allied Nevada has scheduled these activities to begin in May 2008, but it is possible that these activities can be completed sooner resulting in an earlier start of gold production. We plan to utilize outside funding sources to provide the necessary capital required to re-open the Hycroft Mine including funds that we anticipate raising from this offering of our common stock, and are evaluating other potential financing alternatives for the project. Current cash expenditures for the project are being provided from Allied Nevada’s funds.

To complement this production objective, as previously announced, in August 2007 Allied Nevada commenced a 90,000 foot exploration drill program designed to upgrade and expand the oxide gold mineralized material and to drill test the higher grade sulfide gold system below the oxide mineralization in the Brimstone

and Crofoot Lewis open pit mines. Our deep drilling program is designed to validate the overall extent of the sulfide system, thereby allowing Allied Nevada to design a detailed drill program in order to define the size, continuity and economic value of the mineralization. As of January 16, 2008, a total of 47 reverse circulation drill holes and 14 core holes have been drilled in our 2007 Hycroft drill program, to an average depth of 1,000 feet. The holes encountered sulfide mineralization, and partial assays were obtained from an independent assay lab.

For periods prior the effective date of the Arrangement, the Consolidated Statements of Loss include expense allocations for corporate overheads incurred by Vista. These allocations were made based on the ratio of the carrying amount of mineral properties being transferred to Vista Nevada and the total consolidated mineral properties prior to transfer. Also, all intercompany payables and receivables outstanding between Vista Nevada and Vista have been settled as part of Vista’s net investment in Vista Nevada. The net of these intercompany receivables and payables was deemed to be part of Vista’s net investment and has been included in the Consolidated Balance Sheets accordingly.

On May 10, 2007, Allied Nevada commenced operations following Vista’s transfer to Allied Nevada of its Nevada-based mining properties and related assets, along with cash, and the transfer to Allied Nevada by the Pescios of their interests in certain Nevada mining properties and related assets. These transfers to Allied Nevada were made in exchange for shares of Allied Nevada’s common stock and cash, under the terms of the Arrangement Agreement.

Prior to the completion of the transaction, the immediate cash needs of the Company were met by loans from Vista pursuant to the Arrangement Agreement, which provided that, prior to the date of completion, Vista could loan money to Vista’s wholly-owned subsidiary, Vista Gold Holdings, Inc. (“Vista U.S.”), which was to hold Vista’s Nevada-based mining properties and related assets immediately prior to their transfer to Allied Nevada, in amounts sufficient to undertake certain activities for the benefit of the business Allied Nevada would operate after the completion of the transaction, including purchase of mineral properties or property interests, payment of amounts necessary to secure the services of a Chief Executive Officer, and purchase of office equipment, software and other miscellaneous items to enable Allied Nevada to commence operations immediately after the completion of the transaction. These loans bore interest at the rate of 6% per annum and all principal and interest owing by Vista U.S. to Vista in respect of such loans were to be paid in full at the time of completion by Allied Nevada on behalf of Vista U.S. Upon closing of the transaction on May 10, 2007, $615,000 was paid to Vista Gold conditional on the subsequent review and approval of the expenditures that constituted this balance. The subsequent review of invoices identified $132,000 of expenditures that were determined to be recoverable from Vista in accordance with the agreement. This balance was received from Vista on September 28, 2007.

Prior to April 16, 2007, Scott Caldwell provided services to Allied Nevada under a consulting agreement between Mr. Caldwell and Vista, pursuant to which Mr. Caldwell was paid for consulting services rendered to Allied Nevada at the rate of $1,000 per day (calculated based upon an hourly rate of $125 per hour), in addition to reimbursement, at cost, of any reasonable out-of pocket expenses incurred by Mr. Caldwell in connection with the performance of these consulting services. Mr. Caldwell was not entitled to any bonus payments or other cash or non-cash compensation under his consulting agreement with Vista. This agreement was terminated as of April 16, 2007 and was replaced by a formal employment agreement with Mr. Caldwell. Mr. Caldwell was paid $105,000 under the provisions of the terminated consulting contract, in his capacity as President and Chief Executive Officer of Allied Nevada. See “Management — Executive Employment Agreements”.

On January 26, 2007, Allied Nevada entered into a professional service agreement with Hal Kirby, who was not a related person at the time but was appointed Vice President and Chief Financial Officer of Allied Nevada on April 16, 2007. Under the professional service agreement, Mr. Kirby provided financial and accounting services including review of accounting systems and documentation under development for Allied Nevada, and meeting with auditors and planning for scope and plans for future audits. The agreement was to expire no later than December 31, 2007, with amounts paid under the agreement not to exceed $50,000. Pursuant to the professional service agreement, Allied Nevada compensated Mr. Kirby at the rate of $1,000 per day (calculated on an hourly rate of $100 per hour) worked plus reimbursement of his reasonable out-of-pocket expenses at cost. Mr. Kirby was paid $22,000 under the provisions of this contract. This service contract was terminated as of April 16, 2007 upon acceptance by Mr. Kirby of the appointment to the position of Vice President and Chief Financial Officer of Allied Nevada, and was replaced by a formal employment agreement that Allied Nevada entered into with Mr. Kirby in that capacity. See “Management — Executive Employment Agreements”.

Carl Pescio was elected as a director of Allied Nevada on March 1, 2007. Allied Nevada and Mr. Pescio were among the parties to the Arrangement Agreement. Mr. Pescio may pursue ventures with mining properties other than those held by Allied Nevada. As a condition to completion of the Arrangement, Mr. Pescio was required to enter into a non-competition agreement with Vista and Allied Nevada on terms satisfactory to all parties, acting reasonably. On February 15, 2007, Allied Nevada entered into a non-competition agreement and a professional service agreement with Mr. Pescio. Both agreements have two-year terms. Under the non-competition agreement, Mr. Pescio has agreed that during the agreement term he will not carry on business in the State of Nevada which is similar to or in any way competitive with Allied Nevada’s mineral property-related business. Under the professional service agreement, Mr. Pescio is to provide services as directed by Allied Nevada including assistance with technical review of exploration programs and assistance with investor relations activities, for which Allied Nevada will compensate him at the rate of $1,000 per day worked plus reimbursement of his reasonable out-of-pocket expenses at cost. Carl Pescio has not been paid any amount under the terms of this contract to date.

On July 2, 2007, Allied Nevada entered into an Investor Relations Services Agreement with Sierra Partners II LLC (“Sierra”) to assist Allied Nevada with the development and initiation of an investor relations program and to provide consulting and advisory services regarding the North American investor market. During the six month term of the Agreement, Sierra was to receive a monthly retainer of $15,000 and was granted an option to purchase 45,000 shares of Allied Nevada common stock in accordance with the Allied Nevada Stock Option Plan. This option has a 10-year term, an exercise price per share of $4.35 which was determined in accordance with the Allied Nevada Stock Option Plan as the closing price of Allied Nevada’s common stock on the grant date of July 3, 2007, and a total value of $99,000 based on a binomial option valuation model. The option fully vested on December 31, 2007. This stock option grant is contingent on stockholder approval of the Allied Nevada Stock Option Plan, which is expected to be sought at Allied Nevada’s first annual meeting of stockholders anticipated to be held in 2008. W. Durand Eppler, an Allied Nevada director, currently serves as President of, and is a partner of, Sierra and, as a result, will benefit from this transaction to the extent of his interest in Sierra.

Cameron Mingay, an Allied Nevada director who was appointed in March 2007, is a partner at Cassels Brock & Blackwell LLP of Toronto, Ontario, Canada, which since June 2007 has served as outside counsel to Allied Nevada in connection with Canadian corporate and securities law matters. Allied Nevada has paid Cassels Brock an aggregate of $288,000 for legal services rendered through December 31, 2008. The Company believes that this remuneration is on terms at least as favorable as would have been available from unaffiliated third parties.

In connection with the private placement financing completed in July 2007, Allied Nevada paid a cash finder’s fee of $507,000, being 5% of the gross proceeds raised, to eligible persons that arranged for purchasers (“Finders”). As consideration for its role as Finder in the private placement financing, Quest Securities Corporation (“Quest Securities”), a wholly-owned subsidiary of Quest Capital Corp. (“Quest Capital”), received a cash fee of $105,000, and warrants to purchase 114,850 units. These warrants are exercisable by Quest Securities at any time prior to the close of business on July 16, 2009 at an exercise price of CDN$4.60 per unit. No commissions were paid to Quest Securities with respect to sales of units to directors or officers of Allied Nevada. Robert Buchan, Executive Chairman and a director of Allied Nevada, then served as Chairman of Quest Capital and A. Murray Sinclair, then an Allied Nevada director, then served as Managing Director of Quest Capital. Effective December 14, 2007, Mr. Sinclair resigned as a director of Allied Nevada to assist Quest Capital in its conversion into a Mortgage Investment Corporation. In connection with this conversion, effective January 1, 2008 Mr. Sinclair was appointed Co-Chairman of Quest Capital and Mr. Buchan resigned as Chairman of Quest Capital and remains a director of Quest Capital. In addition, each holds an equity interest in Quest Capital and, as a result, benefited from this transaction to the extent of their interests in Quest Capital. This transaction was entered into solely for the benefit of Allied Nevada, and was not intended to provide Messrs. Buchan and Sinclair with compensation in lieu of salary or other compensation described herein. The Company believes that this finder compensation was on terms at least as favorable as would have been available from unaffiliated third parties.

The other Finder in the private placement financing was Global Resource Investments Ltd. (“Global Resource”) which received a cash finder’s fee of $402,000. The General Partner of Global Resource is Rule Investments, Inc. (“Rule Investments”). The Rule Family Trust u/d/t 12/17/98 (the “Rule Trust”) owns 100% of Rule Investments. Arthur Richards Rule is co-Trustee of the Rule Trust. Mr. Rule and the Trust are indirect beneficial owners of 2,761,904 shares of Allied Nevada common stock owned by Exploration Capital Partners 2000 Limited Partnership (“Exploration Capital 2000”) and by Exploration Capital Partners 2006 Limited Partnership, representing a beneficial ownership interest of 6.7%. However, this ownership includes 1,631,200 shares (including 815,600 share purchase warrants) acquired by Exploration Capital 2000 in connection with the private placement financing. Prior to the financing, Mr. Rule and the Rule Trust were indirect beneficial owners of 1,294,140 shares of Allied Nevada common stock, representing only approximately 3.3% of the common stock then outstanding. Accordingly, Global Resource would not have been a related party to Allied Nevada prior to the financing, but this disclosure is included for purposes of completeness. The Company believes that the finder compensation for Global Resource was on terms at least as favorable as would have been available from unaffiliated third parties.

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include mine closure and reclamation obligations, useful lives for asset depreciation purposes, impairment of mineral properties and stock-based compensation. Actual results could differ from these estimates.

Mineral property acquisition costs are recorded at cost and are deferred until the viability of the property is determined. No properties have reached the development stage at this time, although we have recently commenced activities in connection with our planned reactivation of the Hycroft Mine. Exploration, mineral property evaluation, option payments, related acquisition costs for mineral properties acquired under an option

agreement, general overhead, administrative and holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. When proven and probable reserves are determined for a property and a bankable feasibility study is completed, subsequent exploration and development costs on the property would be capitalized. If a project were to be put into production, capitalized costs would be depleted on the unit of production basis.

We are a party to mineral property agreements that include provisions requiring the reimbursement by another party of its share of a project’s exploration costs to us. Costs reimbursed to us relate directly to exploration of the project and do not include any margin or mark-up of direct costs incurred. Accordingly, such reimbursements are netted against mineral property costs incurred by us on the related project.

Mineral property option payments are made at the discretion of the optionee and accordingly option amounts are accounted for on a cash basis or when receipt is reasonably assured.

The net carrying value of each mineral property is regularly reviewed under SFAS No. 144. Where information and conditions suggest impairment, estimated future net cash flows from each property are calculated using estimated future prices, proven and probable reserves and value beyond proven and probable reserves, and operating, capital and reclamation costs on an undiscounted basis. If it is determined that the future cash flows are less than the carrying value, a write-down to the estimated fair value is made with a charge to loss for the period. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered.

The fair value of a liability for our legal obligations associated with the retirement of long-lived assets is recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset unless the asset has been previously written-off, in which case the amount is expensed. The fair value of the legal obligation for asset retirement is assessed at the end of each reporting period.

Where we have an insurance policy in place to cover changes in the legal obligations associated with the retirement of long-lived assets which have previously been expensed, increases to the fair value of such obligations are recognized at the end of the period with a corresponding amount recorded as a non-current asset and the carrying value assessed where information or conditions suggest possible impairment.

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 are effective for the Company’s fiscal year ending December 31, 2008. Currently the Company does not hold any of the financial assets or liabilities to which this statement applies.

Company’s year ending December 31, 2008. The Company has determined that the adoption of this statement will have little or no effect on the Company’s consolidated financial position, results of operations and disclosures. Currently the Company does not hold any of the financial assets or liabilities to which this statement applies.

On December 31, 2007 Madison Enterprise Corp. (“Madison”) exercised its option under an Exploration Agreement to acquire our Battle Mountain property consisting of 360 unpatented mining claims in Lander County, Nevada by paying Allied Nevada $2.0 million. Under the terms of the Exploration Agreement, Allied Nevada retained a NSR of 5% for gold and silver and 4% for other minerals. Additionally, Madison is required to pay an AMR of $60,000 annually subject to adjustment for inflation, which amount was paid together with Madison’s option exercise described above. Madison has an option in the Exploration Agreement to purchase the NSR for payment of $4.0 million subject to an annual escalation.

Allied Nevada is engaged in the acquisition of gold projects and related activities including exploration engineering, permitting, the preparation of feasibility studies and the development of mineral properties into operating mines. The value of our properties is related to gold price and changes in the price of gold could affect our ability to generate revenue from our portfolio of gold projects.

Gold prices may fluctuate widely from time to time and are affected by numerous factors, including the following: expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic circumstances and governmental policies, including those with respect to gold holdings by central banks. The demand for, and supply of, gold affect gold prices, but not necessarily in the same manner as demand and supply affect the prices of other commodities. The supply of gold consists of a combination of new mine production and existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals. The demand for gold primarily consists of jewelry and investments. Additionally, hedging activities by producers, consumers, financial institutions and individuals can affect gold supply and demand. While gold can be readily sold on numerous markets throughout the world, its market value cannot be predicted for any particular time.

Allied Nevada has no debt outstanding, nor do we have any investment in debt instruments other than highly liquid short-term investments. Accordingly, we consider our interest rate risk exposure to be insignificant at this time.

Allied Nevada Gold Corp. was incorporated under the laws of Delaware on September 14, 2006. Until May 10, 2007 we were a wholly-owned subsidiary of Vista Gold Corp. (“Vista”), a corporation incorporated under the laws of the Yukon Territory, Canada.

We commenced our operations on May 10, 2007, following Vista’s transfer to us of its Nevada-based mining properties and related assets, along with cash, and the transfer to us by Carl Pescio and Janet Pescio, (together, the “Pescios”) of their interests in certain Nevada mining properties and related assets. These transfers to us were made in exchange for shares of our common stock and cash, under the terms of an Arrangement and Merger Agreement that we entered into with Vista and the Pescios on September 22, 2006, as amended (the “Arrangement Agreement”). See “Explanatory Notes — Formation of Allied Nevada — Arrangement Agreement”. In this document, we sometimes use the terms “Vista Nevada Assets” and “Pescio Nevada Assets” to refer to, respectively, Vista’s Nevada based mining properties and related assets, and the Pescios’ interests in certain Nevada mining properties and related assets that were transferred to us pursuant to the Arrangement Agreement. We have now begun to conduct our new business of evaluation, acquisition, exploration and advancement of gold exploration and development projects in the state of Nevada. Before the Arrangement Agreement transactions were completed, we had no properties or property interests, were not yet conducting business operations and had no shareholders other than Vista.

Of the $25 million in cash received by Allied Nevada in connection with the closing of the Arrangement, Allied Nevada paid $15 million to the Pescios as partial consideration for the acquisition of the Pescio Nevada Assets. Under the Arrangement Agreement, we agreed to use our commercially reasonable efforts to complete an equity financing of no less than $15 million as soon as practical after closing. On July 16, 2007, we met this requirement with the completion of a private equity placement for gross proceeds of approximately $16.3 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Position, Liquidity and Financial Resources — Financing Activities”.

Allied Nevada is engaged in the evaluation, acquisition, exploration and advancement of gold exploration and development projects in the state of Nevada. Our main activities in the near future will focus on the reactivation of our Hycroft Brimstone Open Pit Mine and the exploration drilling program we are currently conducting at Hycroft to increase oxide reserves and to test sulfide gold and silver mineralization. See “—Business Strategy—Hycroft Brimstone Open Pit Mine Reactivation” and “—Hycroft Exploration Drilling Program.” In addition, our management will look for opportunities to improve the value of the gold projects that we own or control through exploration drilling, introducing technological innovations and developing properties into operating mines. We expect that emphasis on gold project acquisition and development will continue in the future.

We own the Hycroft Brimstone Open Pit Mine, Maverick Springs, Mountain View, Hasbrouck, Three Hills and Wildcat projects, the Nevada properties previously owned by Vista through the acquisition of F.W. Lewis, Inc., and the interests previously held by the Pescios in 58 properties, including royalty and/or other interests in Beowawe, Cobb Creek, Dixie Flats, Dome, Wild Horse, Eden, Elder Creek, NAD, North Carlin, North Mill Creek, Pony Creek and Elliot Dome, Switch and Six Mile, Toy, Tusk, Rock Creek, Santa Renia, South Silver Cloud, Tonka and Woodruff properties. All of these properties are located in Nevada. See “Properties”.

Our business plan was developed with the overriding goal of maximizing shareholder value through the exploration and development of our mineral properties, utilizing the extensive mining-related background and capabilities of our management and employees, and also through strategic partnerships. To achieve this goal, our business plan focuses on five strategic areas:

The Hycroft Brimstone Open Pit Mine, which we also refer to as the “Hycroft Mine” in this prospectus, is located 54 miles west of Winnemucca, Nevada along the border of Humboldt and Pershing Counties, and covers approximately 25,320 acres of mineral rights. On September 11, 2007 our Board of Directors approved the proposal to restart the operations at the Hycroft Mine. The Hycroft reactivation project involves reopening the Hycroft Brimstone Open Pit Mine which was in production from 1994 until 1998. In 1998, the Hycroft Mine was closed and put on a care and maintenance program due to low gold prices.

While in production the Brimstone deposit contributed 175,000 ounces of gold production to the Hycroft total production of approximately one million ounces of gold. The Hycroft Mine is expected to produce 375,000 ounces of gold over its first five years of operation. Allied Nevada anticipates that an updated reserve calculation estimate for the Hycroft Mine will be completed in the second half of 2008. The start-up expenditures required to attain this production in 2008 are expected to be approximately $26.6 million, of which $22 million would be spent on over-burden pre-stripping and leach pad construction. Assuming that the requisite financing is obtained, virtually all of these funds are expected to be spent in 2008, with a target of achieving production in the fourth quarter of 2008.

We anticipate that, as the Hycroft Mine reaches scheduled production levels, the project will eventually generate significant cash flow towards funding the planned programs of Allied Nevada.

See “Properties—Development Properties—Hycroft Brimstone Open Pit Mine—Planned Reactivation of Mine”.

One of the objectives of the Hycroft exploration drilling program is to confirm and expand the existing oxide reserves on the Hycroft property.

Allied Nevada has begun an oxide ore reserve delineation program at Hycroft. The drill program is designed with the goal of increasing the current proven and probable ore reserves. This drill program includes the drilling of 70 holes to a depth of approximately 300 to 400 feet. The planned holes are located immediately west of the Hycroft Brimstone Open Pit Mine. The drilling program is scheduled for completion in the first half of 2008 and management anticipates that the revised oxide ore reserves would be announced in the second half of 2008.

The second objective of the Hycroft exploration drilling program is to test the economic viability of the sulfide gold and silver mineralization on the Hycroft property. The sulfide exploration program started in late August 2007 with one reverse circulation drill and has been expanded to three reverse circulation drills and three core drills. Allied Nevada has drilled approximately 51,000 feet in 2007. We expect to drill approximately 30,000 feet per month in the first quarter of 2008.

Between 1985 and 1999, a total of 3,123 exploration drill holes were drilled, totalling 943,822 feet. These historical Hycroft drill hole and assay databases are being reviewed to determine if a sulfide gold resource can be defined through the historic drilling. The databases will also be used to guide the sulfide and oxide drilling programs. Based on the data analyzed to date, the drill programs will be concentrated in and around the existing pits for the first half of 2008 to determine the thickness and grade of the sulfides exposed in the pits and to increase the oxide reserves. Diamond drilling in 2007 was designed to test the extensions of sulfide zones out from the existing pits, as indicated by geophysical studies that we completed in 2007. This program will continue as part of the exploration program during the last half of 2008.

For further discussions concerning these programs, see “Properties—Development Properties—Hycroft Brimstone Open Pit Mine—Hycroft Exploration Drilling Program”.

For further discussions concerning our advanced exploration properties, please see information concerning each property under “Properties”.

During 2007, an additional 307 unpatented mining claims were staked in the Contact (Salmon River) base metal/silver and gold district, located in northeast Elko County. The new unpatented claims are contiguous to our 110 patented claims in the district as well as contiguous to patented and unpatented claims held by International Enexco Ltd. Data is being compiled and a field evaluation involving mapping and sampling is planned to better understand the economic potential of the district.

Allied Nevada has thirteen employees, of whom six are currently employed at the Hycroft Brimstone Open Pit Mine. Allied Nevada uses consultants with specific skills to assist with various aspects of its project evaluation drill program management, due diligence, acquisition initiatives, corporate governance and property management. If we complete our planned reactivation of the Hycroft Mine as currently proposed, we anticipate that our total workforce will be approximately 70 persons at the time of reactivation. See “Properties—Development Properties—Hycroft Brimstone Open Pit Mine—Planned Reactivation of Mine”.

Allied Nevada competes with other mining companies in connection with the acquisition of gold properties. There is competition for the limited number of gold acquisition opportunities, some of which is with companies having substantially greater financial resources than Allied Nevada. As a result, Allied Nevada may have difficulty acquiring attractive gold projects at reasonable prices.

Management of Allied Nevada believes that no single company has sufficient market power to affect the price or supply of gold in the world market.

Please see “Risk Factors — Risks Relating to Our Company — We face intense competition in the mining industry”, for additional discussion related to our current and potential competition.

There are no legal proceedings to which we or any of our subsidiaries are a party or of which any of our properties is the subject.

We classify our mineral properties into three categories: “Development Properties”, “Advanced Exploration Properties”, and “Other Exploration Properties”. Development Properties are properties where a decision to develop the property into a producing mine has been made. We currently have one Development Property, namely the Hycroft Brimstone Open Pit Mine as discussed below. Advanced Exploration Properties are those properties where we retain a significant ownership interest or joint venture and where there has been sufficient drilling and analysis to identify and report proven and probable reserves or other mineralized material. Other Exploration Properties are those that do not fall into the other categories. Please see below for information about our Development Properties, Advanced Exploration Properties and Other Exploration Properties.

Other than the Hycroft Brimstone Open Pit Mine, we cannot be certain that any mineral deposits will be discovered in sufficient quantities and grade to justify commercial operations. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit; metal prices, which are highly cyclical; the cost to extract and process the mineralized material; and government regulations and permitting requirements. We may be unable to upgrade our mineralized material to proven and probable reserves in sufficient quantities to justify commercial operations and we may not be able to raise sufficient capital to develop our properties. Estimates of reserves and mineralization herein are subject to the effect of changes in metal prices, and to the risks inherent in mining and processing operations.

We acquired our properties as part of the Arrangement. See “Business—History of Allied Nevada” for further information.

The information that follows relating to the Hycroft Brimstone Open Pit Mine (other than the information under the heading “Hycroft Exploration Drilling Program”) is derived, for the most part, from, and in some instances is an extract from, the technical report dated January 16, 2008 (the “Hycroft Technical Report”) authored by Scott Wilson, C.P.G. of Scott E. Wilson Consulting, Inc. (“Wilson Consulting”) in respect of the Hycroft Mine and its reactivation. At the time of the preparation of the Hycroft Technical Report, Mr. Wilson was independent of the Company and was a “qualified person”, as that term is defined in NI 43-101.

Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Hycroft Technical Report which has been filed with certain Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review at www.sedar.com. Alternatively, a copy of the Hycroft Technical Report may be inspected during distribution of the Shares being offered under this Prospectus and for 30 days thereafter during normal business hours at Allied Nevada’s head office and at the offices of Allied Nevada’s Canadian legal counsel, Cassels Brock & Blackwell LLP.

We currently have one Development Property, the Hycroft Brimstone Open Pit Mine, which we also refer to as the “Hycroft Mine” in this prospectus. This mine and related facilities are located 54 miles west of Winnemucca, Nevada. Winnemucca (population 15,000) is a commercial community on Interstate 80, 164 miles northeast of Reno, Nevada. The town is served by a transcontinental railroad and has a small airport. Access to the Hycroft Mine from Winnemucca, Nevada is by means of State Road No. 49 (Jungo Road), a good-quality, unpaved road. Access is also possible from Imlay and from Lovelock by dirt roads intersecting Interstate 80. There is access to adequate supplies of water and power. In the past, the majority of employees lived in the Winnemucca area.

The mine is situated on the eastern edge of the Black Rock Desert and on the western flank of the Kamma Mountains between Winnemucca and Gerlach, Nevada. There are no streams, rivers, or major lakes in the general area. Elevations in the mine area range between 4,500 and 5,500 ft above sea level.

The climate of the region is arid, with precipitation averaging 7.6 inches per year. Temperatures during the summer range from 50°F to 90°F and winter temperatures range from 20°F to 40°F.

One small and two large open pit operations comprise the Hycroft Mine. The Hycroft Mine was formally known as the Crofoot Lewis open pit mine. Mining began in the area in 1983 with a small heap-leach operation known as the Lewis mine. Lewis mine production was followed by production from the Crofoot property in the Bay, South Central, Boneyard, Gap and Cut 4 pits along the Central fault, and finally the north end of the Brimstone pit and continued until it was halted in December 1998 due to low gold prices of below $300 per ounce.

The Lewis mine was acquired by Vista in early 1987 from F.W. Lewis, Inc. and the Crofoot mine was acquired by Vista in April 1988. The leasehold interest in the Lewis property was purchased by Vista on December 13, 2005 in consideration of the payment of $5.1 million and the elimination of the 5% NSR royalty on gold and 7.5% NSR royalty on silver produced from the property.

The Crofoot property was originally held under two leases and is now owned by Allied Nevada subject to a 4% net profits interest retained by the former owners. All advance royalty payments are credited against the 4% net profits royalty.

The Hycroft Mine produced over one million ounces of gold from the commencement of mining operations in 1987, until the operations were suspended, as a result of low gold prices in December of 1998.

Gold production from the leaching and rinsing of the heap leach pads, continued in 2000 and 2001. In 2002, 2003, 2004 and 2005, the amount of gold recovered was not material. The mine is currently on care and maintenance.

The Hycroft Brimstone Open Pit Mine is located on the western flank of the Kamma Mountains. The deposit is hosted in a volcanic eruptive breccia and conglomerates associated with the Tertiary Kamma Mountain volcanics. The volcanics are mainly acidic to intermediate tuffs, flows and coarse volcaniclastic rocks. Fragments of these units dominate the clasts in the eruptive breccia. Volcanic rocks have been block-faulted by dominant north-trending structures, which have affected the distribution of alteration and mineralization. The Central Fault and East Fault control the distribution of mineralization and subsequent oxidation. A post-mineral range-front fault separates the orebody from the adjacent Pleistocene Lahontan Lake sediments in the Black Rock Desert. The geological events have created a physical setting ideally suited to the open-pit, heap-leach mining operation at the Hycroft Mine. The heap leach method is widely used in the southwestern United States and allows the economical treatment of oxidized low-grade ore deposits in large volumes.

The known gold mineralization within the Crofoot and Lewis properties extends for a distance of three miles in a north-south direction by 1.5 miles in an east-west direction. Mineralization extends to a depth of less than 330 feet in the outcropping to near-outcropping portion of the deposit on the northwest side to over 990 feet in the Brimstone deposit in the east. Not all the mineralization is oxidized and the depth of oxide ore varies considerably over the area of mineralization.

The Crofoot and Lewis properties together comprise approximately 12,230 acres. An additional 13,090 acres of ground were staked by Vista in the fall of 2006 around and contiguous to the original Crofoot and Lewis properties. The Crofoot property, originally held under lease, is owned by Hycroft Resources & Development, Inc. subject to a 4% net profits interest retained by the former owners, and covers approximately 3,544 acres. The

Lewis property, which virtually surrounds the Crofoot property, covers approximately 8,686 acres and was purchased by Vista as part of the acquisition of F.W. Lewis, Inc. in December 2005. The mine is accessible by road and has access to adequate supplies of water and power.

Our Board of Directors approved the reactivation of the Hycroft Brimstone Open Pit Mine in September 2007, and the Hycroft Technical Report was commissioned to assess the costs of reactivation in light of current market conditions. Once reactivated, the Hycroft Mine is expected to produce 375,000 ounces of gold over its first five years of operation. Gold production is targeted to begin in the fourth quarter of 2008 and is estimated to average 95,000 ounces per year from 2009-2011, and 82,000 ounces in 2012.

Wilson Consulting issued the Hycroft Technical Report in January 2008, in accordance with NI 43-101 guidelines. The report and verification of the data employed in the report was undertaken under the supervision of Mr. Scott Wilson, C.P.G., a “qualified person” under NI 43-101 independent of Allied Nevada.

The scope of the Hycroft Technical Report included a review of pertinent technical reports and data in possession of Allied Nevada relative to the general setting, geology, project history, exploration activities and results, methodology, quality assurance, interpretations, and the resource and reserve data. Each scope element was addressed in the context of the company’s target concepts, recent results, and proposed activities.

All of the permits required to reactivate the Hycroft Mine are valid and the revised reclamation bond calculation has been submitted to Federal and State regulatory agencies. Regulatory approval of the revised reclamation bond is expected to be received in the first quarter of 2008. The basic infrastructure required to resume operations is in good condition, including the Merrill Crowe processing plant, maintenance shop, warehouse and the Brimstone heap leach pad. Immediately upon receipt of approval for the revised bonding, leaching of the ore that currently sits the historic Brimstone heap leach pad will begin.

Allied Nevada proposes to retain a mining contractor to perform all mining operations and we believe we are close to finalizing the contract. We have awarded the design and construction contract for the refinery and the contract for the redesign of the leach pad to provide additional capacity. Work is scheduled to begin under these contracts in the second quarter of this year.

We plan to utilize outside funding sources to provide the necessary capital required to re-open the Hycroft Mine, including the proceeds from the equity offering being made pursuant to this prospectus. Current cash expenditures for the project are being funded by Allied Nevada’s existing working capital.

The Hycroft Technical Report indicates approximately $40 million is required to fund the reactivation of the Hycroft Mine, as described below.

In addition to these expenditures, the reactivation program is expected to require reclamation bonding of approximately $5 million and additional working capital of approximately $9 million.

We plan that gold and silver will be produced utilizing a run-of-mine heap leach process and the Merrill Crowe gold recovery plant currently on-site. Selected operating unit rates for the project are estimated to be:

The estimated pre-tax internal rate of return of the project is 40% with an estimated net present value of $42.8 million (using a discount rate of 6%), assuming a gold selling price of $650/oz. and a silver selling cost of $12/oz. The payback period for the capital costs is expected to be 41 months from January 1, 2008 without interest.

On January 16, 2008, Allied Nevada announced the following developments related to the planned reactivation of the Hycroft Mine:

Allied Nevada has submitted a revised reclamation bond calculation reflecting the cost to mitigate current and future disturbance at the Hycroft Mine to the appropriate federal and state regulators. Management expects to receive approval of the final reclamation bond calculation in the first quarter of 2008. Promptly following receipt of this approval, Allied Nevada intends to begin leaching of historic mined and placed Brimstone ore. In addition, construction activities will begin in the field as required.

Allied Nevada has awarded the contract to design and construct the new gold and silver refinery to Summit Valley Engineering of Salt Lake City, Utah. The contract for the detailed design and quality assurance and quality control work for the expanded leach pad has been awarded to SRK of Reno, Nevada. We are in discussions with a mining contractor as to the most cost effective and appropriate method in which to acquire a mining fleet. These discussions and the associated mining purchase decision are expected to be completed by the end of the first quarter of 2008.

Allied Nevada personnel will operate the process facilities and provide technical, health and safety, environmental and general management support. Our total labor force is expected to be approximately 70 persons.

The critical constraints to achieving the scheduled gold production schedule include the timing of reclamation bond approval.

Based on historic drill data reviewed by Wilson Consulting, utilizing the guidelines prescribed by NI 43-101, proven and probable mineral reserves were determined within a design pit based on a $450 per ounce gold price employing a Lerchs-Grossman optimization. Gold recovery by heap leach is estimated at 56.6% for both proven and probable reserves.

Following are resource estimates completed for each of the Brimstone and Boneyard deposits:

One of the objectives of the Hycroft exploration drilling program is to confirm and expand the existing oxide reserves on the Hycroft property by converting oxide gold mineralized material into reserves.

To complement our Hycroft Brimstone Open Pit Mine production objectives, in August 2007 we commenced a 90,000 foot exploration drill program designed to upgrade and expand the oxide gold mineralized material which currently stands at 52.7 million tons grading 0.019 ounces per ton. The drill program is designed to drill the oxide gold mineralized material that requires greater sample density and convert it into proven and probable ore reserves. This program includes the drilling sampling and assaying of 70 shallow holes to a depth of approximately 300 to 400 feet. The planned holes are located immediately west of the Hycroft Brimstone Open Pit Mine. The drilling program is scheduled for completion in the first half of 2008.

The second and potentially more interesting goal of the Hycroft exploration drilling program is to determine the size, and gold and silver grades, of the large sulfide system that is known to exist below both the Brimstone and Crofoot Lewis open pit mines. This deep drilling program is designed to validate the overall extent of the sulfide system, thereby allowing Allied Nevada to design a detailed drill program in order to define the size, continuity and economic value of the sulfide mineralization.

On December 5, 2007, we announced that the Hycroft exploration program would be increased from approximately 11,000 feet to 30,000 feet per month for the first quarter of 2008. Drills are currently deployed on the Brimstone and Central pits to assess the deep sulfide potential beneath the oxide material.

This drill program consists of wide spaced drilling (approximately 500 feet between drill holes) along the entire strike length of the major sulfide zones that are exposed beneath the historic mine workings at the Hycroft Mine. The combined strike length of these zones is over six miles. The current program envisions drilling approximately 150,000 feet. Drilling will be a combination of reverse circulation and core. Samples will be collected and assayed by one of two independent labs.

As of January 14, 2008, approximately 62,000 feet of drilling has been completed in our current drill program, to an average depth of 1,000 feet. Results to date are as follows:

The analysis of the current drill results and historical geological information suggests that gold and silver mineralization is hosted along north-south trending zones of approximately 14,000 feet in length. These zones are partially defined laterally by post-mineral faults. The following individual zones, from west to east, currently recognized are: Camel, Cove, Central, Boneyard, Albert, Fire, Brimstone and Foothill. The expanded program is also planned to include further exploration of the Fire, Albert, Boneyard, Cove and Camel zones. There has been historic mine production from the Cove, Central and Brimstone zones. The other zones have been defined by historic drill holes and surface mapping.

Upon completion of a drill hole, the hole is surveyed and then plugged. Rock samples are collected from each of the drills on a daily basis. Samples are transported to one of two independent assay labs for sample preparation and the determination of contained gold and silver values. Over-all management of the drill program, sample collection and assay program is being carried out by Allied Nevada. Qualified independent consultants have reviewed all aspects of the exploration program. Qualified independent consultants will conduct regular reviews of the ongoing exploration program.

Approximately 3,100 exploration drill holes were completed and assayed for gold from 1985-1999. These holes were drilled along the known six miles of productive (mineralized) strike length on the Hycroft property. The distribution of silver mineralization, which provides significant value to the drill hole intersections, is not yet fully understood as historic drill holes were not assayed for the silver.

Upon completion of the 2008 sulfide exploration drill program, and the review of the historical data, Allied Nevada intends to revise the sulfide mineralized material calculation estimate. We also plan to start metallurgical test work during 2008. This test work will focus on estimating gold and silver recovery that could be obtained from the sulfide material.

Advanced Exploration Properties are those properties where we retain a significant controlling interest or joint venture and where there has been sufficient drilling and analysis completed to identify and report reserves or other mineralized material. Allied Nevada currently has five properties in this category: Maverick Springs, Mountain View, Hasbrouck, Three Hills, and Wildcat.

We are currently evaluating these properties to determine how to best advance these projects by increasing the identified mineral resources, improving the quality of these mineral resources, or advancing the project to a development decision.

The following table summarizes material information concerning our Advanced Exploration Properties. The reader is directed to the more comprehensive information about these properties starting immediately following the summary table.

The Maverick Springs project is located in northeast Nevada at the southeast end of the Carlin Trend belt of gold-silver mineralization, approximately half-way between Elko and Ely, Nevada. The property consists of 246 claims with a total area of approximately 4,920 acres.

On October 7, 2002, Vista completed the acquisition of a 100% interest in the Maverick Springs gold and silver project from Newmont Mining Corporation (“Newmont”) and the Mountain View gold project (described below) from Newmont’s wholly-owned subsidiary Newmont Capital Limited (“Newmont Capital”). To acquire the interest in Maverick Springs, Vista paid cash of $250,000 and issued 141,243 equity units to Newmont, each unit comprised of one Vista share and one two-year Vista warrant. Newmont retained a 1.5% NSR, and on October 7, 2003, Vista issued to Newmont 122,923 Vista shares and 122,923 Vista warrants. All of the foregoing Vista warrants expired unexercised. In addition, pursuant to acquisition agreement terms Vista completed 34,060 feet of drilling as of October 7, 2004, and was required to complete an additional 15,940 feet of drilling before October 7, 2006; such drilling was completed in August 2006. Allied Nevada may terminate this agreement at any time. After October 7, 2006, Newmont had a one-time right to acquire a 51% interest in the Maverick Springs project, by paying to Allied Nevada twice the amount that Allied Nevada and, historically Vista, have spent on the project, including acquisition costs. In the event that Newmont exercises this right, Newmont would relinquish its 1.5% NSR. This one-time right expired 60 days after receipt of data on the property from Allied Nevada, which data was required to be delivered within 30 days of October 7, 2006. In January 2007, Newmont informed Vista that it would not be exercising this right.

Maverick Springs is subject to a lease agreement, between Newmont and Artemis Exploration Company. The lease was entered into on October 1, 2001, and the key terms include: payment of advance minimum royalties of $50,000 on October 1, 2003 (this has been paid) and advance minimum royalties of $100,000 on October 1, 2004 (this has been paid), $100,000 on October 1, 2005 (this has been paid) and each year thereafter while the agreement is in effect; work commitments of 6,400 feet of exploration drilling, on or before October 1 in each of 2002 (extended by agreement to November 15, 2002), 2003 and 2004 (these commitments have been met), a preliminary economic evaluation to be conducted by October 1, 2004 which was extended to April 7, 2005 (this has been completed); and a net smelter returns royalty based on a sliding scale ranging from 2% to 6%, depending on gold and silver prices at the time of production.

On June 9, 2003, Vista entered into an agreement granting Silver Standard Resources Inc. (“SSRI”) an option to acquire its interest in the silver mineralized material hosted in the Maverick Springs project. Allied Nevada, as successor to Vista, will retain its 100% interest in the gold mineralized material. The agreement with SSRI is subject to the terms of the Newmont purchase agreement. Under the agreement, SSRI was to pay $1.5 million over four years, of which $949,823 was paid to Vista in 2003, $428,481 in 2004 and $144,285 in 2005, completing the $1.5 million obligation. Since SSRI has satisfied the $1.5 million obligation, all costs incurred for Maverick Springs are now being shared by the two corporations as stated below. SSRI and Vista formed a committee to jointly manage exploration of the Maverick Springs project. Allied Nevada, as successor to Vista, has a 45% vote on the committee, and SSRI is the operator and has a 55% vote. Since SSRI has completed its $1.5 million in payments, future costs will be shared by SSRI and Allied Nevada on the same ratio as established for operation of the management committee: Allied Nevada 45% / SSRI 55%, subject to standard dilution provisions.

Prior operators have conducted drilling on the Maverick Springs project. In November 2002, Vista completed a 7-hole reverse circulation drill program totalling 7,020 feet on the Maverick Springs project. The program consisted of seven vertical reverse circulation holes, stepped out 500 feet to 2,200 feet from previously identified mineralization. All seven holes encountered flat-lying mineralization, predominantly oxidized to depths of up to 900 feet. The program outlined continuous mineralization in a 2,200-foot by 1,200-foot area, immediately adjacent to known gold-silver mineralization. With additional in-fill drilling, this newly outlined mineralization has the potential to significantly increase the mineralized material.

In October 2003, Vista completed a 16-hole reverse circulation program totalling 14,015 feet, in October 2004, Vista completed a 13-hole reverse circulation program totalling 13,015 feet and in August 2006, Vista completed a 18-hole reverse circulation drill program totalling approximately 16,000 feet. Intercepts indicate the potential for bulk-mineable gold-silver mineralization.

Maverick Springs can be classified as a Carlin-type or sediment/carbonate hosted disseminated silver-gold deposit. Sediment hosted deposits are common within northern Nevada, although the systems are usually gold dominated with relatively minor amounts of silver. Silver and gold mineralization at Maverick Springs has been interpreted as a roughly antiformal or arch-shaped zone with an axis that plunges shallowly to the south and seems to flatten to horizontal over the northern half of the deposit. The limbs of the arch dip shallowly to moderately at 10-30^o to the east and west. Overall, the mineralized zone is elongate in the north-south direction with a length of over 6,000 feet, a width of up to 3,000 feet, and a thickness of commonly 100-300 feet.

Mineralization consists of micron-sized silver and gold with related pyrite, stibnite and arsenic sulfides. It is usually associated with intense fracturing and brecciation, with or without accompanying whole-rock silicification or stockwork quartz.

Alteration consists of pervasive decalcification, weak to intense silicification and weak alunitic argillization. Massive jasperoid is common in surface exposures and in drill core. Oxidation has affected all sulfides on surface and is pervasive to a depth of at least 400 feet, intermittent to 900 feet, and generally absent below 1,000 feet.

Based on a third-party technical study completed on April 13, 2004, by Snowden Mining Industry Consultants of Vancouver, British Columbia, the Maverick Springs project contains approximately 69.6 million tons of mineralized material with an average grade of 0.01 ounces of gold per ton and 1.0 ounce of silver per ton at a silver-equivalent cut-off grade of 1.0 ounce of silver per ton.

On July 30, 2006, Snowden Mining Industry Consultants of Vancouver, British Columbia, issued a technical report describing the work done by it previously, and reporting drilling completed in 2004.

The Mountain View property is located in northwest Nevada near the Blackrock Desert. The property is approximately 15 miles northwest of Gerlach, Nevada in Washoe County; it straddles the boundary between the Squaw Valley and Banjo topographic quadrangles. The property currently consists of 128 claims with a total area of approximately 2,560 acres.

Vista’s acquisition of the Mountain View property was completed along with that of the Maverick Springs property, as described above. To acquire the interest in the Mountain View property, Vista paid cash of $50,000 and issued 56,497 equity units, each unit comprised of one Vista share and a two-year Vista warrant, to Newmont Capital, and Newmont Capital retains a 1.5% NSR. All of these Vista warrants expired unexercised. In addition, Vista completed 8,055 feet of drilling before October 7, 2004, as required by the underlying agreement. Allied Nevada may terminate this agreement at any time. After October 7, 2006, Newmont Capital had a one-time right to acquire a 51% interest in the project, by paying to Allied Nevada twice the amount that Allied Nevada, and historically Vista, have spent on the project, including acquisition costs. In the event that Newmont Capital were to exercise this right, Newmont Capital would relinquish its 1.5% NSR. This one-time right expired 60 days after receipt of data on the property from Allied Nevada, which data was required to be delivered within 30 days of October 7, 2006. In January 2007, Newmont Capital informed Vista that it would not be exercising this right.

Newmont Capital’s interest in the Mountain View property is subject to an underlying lease and two other royalty arrangements, the principal terms of which are: the underlying lease grants a 50% interest to Newmont in all claims, with a few exceptions where a 5% interest is granted; and the lessee may purchase the remaining interest in the claims for $250,000 at any time. The lessee is obligated to purchase the remaining 50% for $250,000 on achieving commercial production. Also, the lessee shall pay a 1% NSR during production, with advance minimum payments of $25,000 per year. Advanced royalties are deductible from the net smelter returns royalty and cease upon purchase of the remaining interest of the underlying lease. A 1% NSR also applies to certain other claims.

Prior operators have conducted drilling on the Mountain View property. Vista completed a five-hole reverse circulation program totalling 4,330 feet in November 2003. The results indicate the presence of a new zone of bulk mineralization approximately 200 feet east of the known core of mineralization. Vista completed a five-hole reverse circulation program totalling 4,070 feet in 2004, and the results indicate potential bulk-mineable gold mineralization and the down-dip extension of higher-grade gold mineralization.

The dominant rock types in the area are Miocene volcanics and interbedded volcaniclastic sediments. Minor greenschist facies Permo-Triassic strata occur to the northeast and a large body of granodiorite makes up the bulk of the Granite Range to the east and south.

The Miocene lithologies consist of mafic tuffs, rhyolite tuffs and flows, volcaniclastic sediments and basalts. These units are separated from the Granite Range to the east by a range front normal fault that dips steeply to the southwest. The Severance deposit is hosted by a unit known as the Severance rhyolite that is sandwiched between the range front fault to the northeast and older Tertiary tuffs, flows and volcaniclastic sediments to the southwest.

Structure on the property is dominated by northwest and northeast trending faults. Major fault offsets occur along the range-front fault system and these are offset by the northeast trending structures. Recent alluvium is offset by the range front faults.

Based on a third-party technical study completed December 17, 2002, by Snowden Mining Industry Consultants of Vancouver, British Columbia, the Mountain View project contains approximately 23.2 million tons of gold mineralized material with an average grade of 0.013 ounces of gold per ton at a cut-off grade of 0.006 ounces of gold per ton.

On July 31, 2006, Snowden Mining Industry Consultants of Vancouver, British Columbia, issued a technical report describing the work done by it previously, and reporting drilling completed in 2003 and 2004.

The Hasbrouck property is located in southwestern Nevada about 5 miles south-southwest of the town of Tonopah in Esmeralda County, Nevada, adjacent to U.S. Highway 95 and approximately half-way between Reno and Las Vegas. The property consists of 22 patented lode mining claims and 61 unpatented lode claims that cover an area of approximately 1,300 acres.

On May 23, 2003, Vista executed a purchase agreement with Newmont Capital, which includes both the Hasbrouck property and the Three Hills property, which lies approximately 4.5 miles to the north-northwest. Terms of the purchase included a $50,000 cash payment on signing and $200,000 or, at Vista’s discretion, the equivalent in Vista shares one year after signing. In June and July 2004, Vista issued to Newmont Capital an aggregate 50,475 Vista shares at a deemed per share price of $3.96. The value of the Vista shares was based on the average AMEX closing price of the Vista shares over the ten-trading-day period ending one day before the

first anniversary of the agreement. Newmont Capital, at its option, will retain either: (a) a 2% NSR in each project together with the right to a $500,000 cash payment at the start of commercial production at either project and a further $500,000 cash payment if, after the start of commercial production, the gold price averages $400 per ounce or more for any three-month period; or (b) the right to acquire 51% of either or both projects. The latter right would be exercisable only after the later of four years or the time when Allied Nevada, and historically Vista, have incurred aggregate expenditures of $1.0 million to acquire, explore and hold the projects and would include Newmont Capital paying to Allied Nevada cash equaling 200% of the expenditures made by Allied Nevada, and historically Vista, on the related property. In this event, Newmont Capital would become operator of a joint venture with Allied Nevada, and both parties would fund the project through to a production decision. Allied Nevada’s contribution to the joint venture during this period is capped at $5.0 million, $3.0 million of which Newmont Capital would finance for Allied Nevada and recover, with interest, exclusively from related project cash flows. Allied Nevada would also grant Newmont Capital a right of first offer with respect to subsequent sale of the projects by Allied Nevada. An additional 1.5% NSR on the Hasbrouck property is held by a private party.

The property is located on Hasbrouck Mountain, which is thought to lie along the western edge of a caldera. The mountain is underlain by gently dipping ash-flow, air-fall and waterlain tuffs and volcaniclastic sediments of the Miocene Siebert Formation. Several occurrences of chalcedonic sinter deposits occur near the summit of the mountain. Gold and silver mineralization in the Hasbrouck deposit appears to have formed relatively close to the paleo-surface in an epithermal, hot spring environment. The mineralization is concentrated in the Siebert Formation, in units stratigraphically below the chalcedonic sinter deposits that are exposed near the top of Hasbrouck Mountain. Two zones of mineralization are presently defined. The “Main” zone includes the bulk of mineralization at Hasbrouck, while the small “South Adit” zone lies 700 to 1000 feet to the south of the “Main” zone.

A third-party technical study was completed for Vista by MDA of Reno, Nevada on August 29, 2003. The Hasbrouck study was developed using data from 54,339 feet of drilling, principally comprised of 105 reverse circulation holes totaling 44,400 feet and 22 rotary drill holes totaling 8,980 feet. The drilling database was compiled from work performed by FMC Gold Co., Cordex Syndicate and Franco Nevada Inc. between 1974 and 1988. Based on this study, mineralized material above a cut-off of 0.010 ounces of gold per ton is 20.3 million tons with an average grade of 0.023 ounces of gold per ton and 0.32 ounces of silver per ton.

On August 14, 2006, MDA of Reno, Nevada, issued a technical report describing the work done by it previously.

Three Hills is located in southwestern Nevada about 1 mile west of the town of Tonopah in Esmeralda County, Nevada, and about 4.5 miles northwest of the Hasbrouck property described above. Three Hills consists of 15 unpatented lode claims totalling approximately 201 acres.

On May 23, 2003, Vista executed a purchase agreement with Newmont Capital, which included both the Hasbrouck property and the Three Hills property. The terms of this agreement are detailed under the Hasbrouck description above.

Three Hills is located in the Walker Lane structural domain of the Basin and Range physiographic province. It is in an area of structural disruption resulting from a series of orogenic events occurring in Paleozoic, Mesozoic and Cenozoic times. Basin and Range high-angle normal faults control the mineralization at Three

Hills, where they cut the Siebert Formation. Gold mineralization occurs in a zone of pervasive silicification and in the Siebert Formation and the upper 10 to 30 feet of the Fraction Tuff. The contact between these two units contains consistently higher grades of gold and is more commonly argillized than silicified.

MDA of Reno, Nevada, completed a third-party technical study for Vista on August 29, 2003. The Three Hills study included data from 62,874 feet of drilling, comprised of 183 reverse circulation holes totaling 54,657 feet, 45 air-track and rotary holes totaling 6,320 feet and 9 diamond drill holes totaling 1,897 feet. The drilling was completed by Echo Bay Mines Ltd., Eastfield Resources, Saga Exploration and Cordex Syndicate between 1974 and 1996. Based on this study, gold mineralized material above a cut-off of 0.01 ounces of gold per ton was 5.7 million tons with an average grade of 0.023 ounces of gold per ton.

On August 14, 2006, MDA of Reno, Nevada, issued a technical report describing the work done by it previously.

Wildcat is located about 35 miles northwest of Lovelock and 26 miles south of the Hycroft Brimstone Open Pit Mine in Pershing County, Nevada. The project consists of 125 unpatented claims and 4 patented claims, comprising 2.500 acres.

During September and October 2003, Vista concluded due diligence reviews and executed formal purchase agreements to acquire the Wildcat project and the associated exploration data in three separate transactions. On September 23, 2003, Vista purchased 71 unpatented mining claims from Monex Exploration, a partnership, for $200,000 on signing and $300,000 on August 11, 2004. On commencement of commercial production, Allied Nevada will make a one-time production payment in the amount of $500,000. Thirteen of the claims are subject to an underlying 0.4% NSR, and the remaining 58 claims are subject to an underlying 1% NSR.

On October 12, 2003, Vista purchased a 100% interest in the Vernal unpatented mining claim from David C. Mough and Jody Ahlquist Mough for $50,000 on signing and $50,000 on October 1, 2004, for a total consideration of $100,000.

On October 28, 2003, Vista purchased four patented mining claims and exploration data from Sagebrush Exploration, Inc. (“Sagebrush”) for 50,000 Vista Shares issued and delivered to Sagebrush upon the closing of the transaction. The four patented claims are subject to an underlying net smelter returns royalty of 1% for gold production between 500,000 and 1,000,000 ounces, increasing to 2% on production in excess of 1,000,000 ounces.

Wildcat lies in the Seven Troughs Range which is underlain by Triassic and Jurassic sedimentary rocks and has been intruded by Cretaceous granodiorite. Volcanic domes and plugs of rhyolite, quartz latite, trachyte, and andesite have been emplaced by Tertiary volcanism. Tertiary flows of pyroclastic debris, and vitrophyres of rhyolite, quartz latite, trachyte, and andesite composition blanket much of the area. The property contains structurally controlled epithermal gold and silver mineralization identified in four areas: Hero/Tag, Main, Northeast and Knob 32. The four areas have generally similar geology and mineralization with precious metals mineralization spatially associated with the contact between granodiorite and overlying tuff. Gold mineralization occurs with low-temperature silica, chalcedony and pyrite. The Main, Northeast, and Knob 32 deposits appear to be part of the Hero/Tag deposit, though structurally displaced.

The principal low-grade zone that essentially encompassed all the mineralization is tabular and dips gently to the southeast. There appear to be two main styles of mineralization based on mapping, sampling, and statistics. There is a broad, low-grade zone surrounding higher-grade material. The principal host is the tuff in which the

low-grade precious metal mineralization is represented by pervasive and intense silicification. The underlying granodiorite also contains a low-grade disseminated style of mineralization with higher grade silicified breccias occurring generally as stockwork within it. Generally, the granodiorite has higher grade and is not silicified. Any silicification is restricted to adjacent veins and veinlets, occasionally being discrete veins as were exploited historically, but also resulting in a large-tonnage stockwork. All of the tuff was altered by epithermal solutions; however, much of the granodiorite is unaltered. High-grade material includes multi-episodic chalcedonic silica veins and breccias.

On November 11, 2003, MDA of Reno, Nevada completed a third-party technical study for Vista. Using data from one underground channel sample, 245 reverse circulation drill holes and 11 diamond drill holes totaling 95,466 feet, gold mineralized material above a cut-off grade of 0.010 ounces of gold per ton was estimated at 38.1 million tons grading 0.018 ounces of gold per ton and 0.16 ounces of silver per ton.

On August 14, 2006, MDA of Reno, Nevada, issued a technical report describing the work done by it previously.

Other Exploration Properties are those properties that are not Development Properties or Advanced Exploration Properties. In general, these properties either do not have sufficient work completed to identify and report reserves or other mineralized material or we do not have a significant controlling interest or joint venture on the property.

Most of these properties have been optioned and leased to other exploration companies in return for production royalties averaging approximately 2.6% advance minimum royalties and, on some of the properties, work commitments. The contractual royalty payments are planned to be approximately $4 million in 2008 and contribute funding for our exploration, development and other corporate activities. For the properties under lease, the lessee is also responsible for making the land payments including the U. S. Bureau of Land Management (“BLM”) fees and county property tax payments.

The Contact property is one of the more significant properties within this category. Allied Nevada owns wholly or in fractional interest 110 patented claims in the Contact mining district in northeast Elko County, Nevada. We also staked 307 unpatented claims adjacent to the patented claims in early July 2007. The new unpatented claims are contiguous to our 110 patented claims in the district as well as contiguous to patented and unpatented claims held by International Enexco Ltd. Data are being compiled and a field evaluation involving mapping and sampling is planned to better understand the economic potential of the district. There are no royalties associated with our ownership of both the patented and unpatented mining claims.

BLM filing fees and county property tax payments were paid for approximately 10,570 unpatented mining claims held by Allied Nevada. We paid the BLM and county fees for approximately 4,970 claims and strategic partners paid the fees for the remaining 5,600 claims.

Discussions have been initiated with various lessees to renegotiate agreements with terms that are in alignment with our corporate exploration objectives. We will pursue other strategic options that could include exploration joint ventures, royalty agreements, or the sale or release of the mineral property.

The following table summarizes material information concerning our Other Exploration Properties. The reader is directed to the more comprehensive information about the Contact property starting immediately following the summary table.

Allied Nevada, through the acquisition from Vista of the F. W. Lewis, Inc. properties, owns wholly or in fractional interest 110 patented claims in the Contact mining district in northeast Elko County, Nevada. We also staked 307 unpatented claims adjacent to the patented claims in early July 2007. There are no royalties associated with our ownership of both the patented and unpatented mining claims.

The small settlement of Contact is located approximately 52 miles north of Wells, Nevada and 16 miles south of Jackpot, Nevada. The mining district is immediately west of the town of Contact and extends for several miles west and southwest of town. The mining district, referred to as either the “Contact” or “Salmon River” district, was discovered in the early 1870s and was first worked for gold and silver. However, copper was soon discovered and the vast majority of the historic work in the district has been directed toward the development and production of copper ores. Early work in the district was hampered by the inaccessibility of the area and the resultant high shipping costs for any ore produced. The later construction of the railroad eliminated this problem, but falling copper prices in the 1930s caused the district to cease production. The district saw a renewed period of activity in the 1940s and early 1950s, but little true exploration work was done and most efforts were directed toward mining already known ore deposits. More recently, various companies have looked at the district for precious metals in the 1980s and 1990s, and higher copper and molybdenum prices have recently renewed interest in those prospects.

The area is underlain by a granodiorite batholith and related rocks of Mesozoic age which intruded a Late Paleozoic sedimentary sequence of shale and limestone. Contact metamorphism and metasomatism produced skarns and hornfels in the sediments up to a mile away from the contact zone. High-grade precious and base metal mineralization occurs along these contact metamorphic zones. The intrusion of the porphyry and alaskite was apparently centered near the North Contact Zone. This intrusion further metamorphosed the sedimentary rocks and culminated in a wave of copper mineralization that not only affected the contact zones, but mineralized masses of porphyry and alaskite.

Various companies, including Phelps Dodge Company in the early 1970s and Golden Phoenix in the early 1990s and their engineering and geological staffs have estimated the mineralization in the district and published historic mineralization estimates. These estimates are based on drilling primarily in and around the Banner Zone, the center of which is located approximately one mile west-northwest of town. There has been recent drilling in the Zone by another company and Allied Nevada controls patented claims on the west and east ends of the Banner Zone. Although Allied Nevada has not conducted any drilling on the property, our geologic staff is in the process of evaluating the potential of the district and will review business opportunities that might develop.

Our exploration activities are conducted in the state of Nevada. Mineral interests may be owned in this state by (a) the United States, (b) the state itself, or (c) private parties. Where prospective mineral properties are owned by private parties, or by the state, some type of property acquisition agreement is necessary in order for Allied Nevada to explore or develop such property. Generally, these agreements take the form of long term mineral leases under which we acquire the right to explore and develop the property in exchange for periodic cash payments during the exploration and development phase and a royalty, usually expressed as a percentage of gross production or net profits derived from the leased properties if and when mines on the properties are brought into production. Other forms of acquisition agreements are exploration agreements coupled with options to purchase and joint venture agreements. Where prospective mineral properties are held by the United States, mineral rights may be acquired through the location of unpatented mineral claims upon unappropriated federal land. If the statutory requirements for the location of a mining claim are met, the locator obtains a valid possessory right to develop and produce minerals from the claim. The right can be freely transferred and, provided that the locator is able to prove the discovery of locatable minerals on the claims, is protected against appropriation by the government without just compensation. The claim locator also acquires the right to obtain a patent or fee title to his claim from the federal government upon compliance with certain additional procedures.

Mining claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mining claims are self-initiated and self-maintained and therefore, possess some unique vulnerabilities

not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of the public real estate records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim. If the validity of a patented mining claim is challenged by the BLM or the U.S. Forest Service on the grounds that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility of mining minerals located thereon. Such a challenge might be raised when a patent application is submitted or when the government seeks to include the land in an area to be dedicated to another use.

We generally are required to mitigate long-term environmental impacts by stabilizing, contouring, resloping and revegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.

Allied Nevada’s principal reclamation liability is at the Hycroft Mine. On December 28, 2006, Vista put in place a new bond of $7.5 million through its insurance backed financial assurance program that includes a mine reclamation policy and a pollution legal liability policy, which is expected to cover anticipated reclamation costs for the existing disturbance at the Hycroft Mine. The estimated additional bond costs for future activities have been calculated at $3 million.

Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We have obtained or have pending applications for those licenses, permits or other authorizations currently required to conduct our exploration and other programs. We believe that Allied Nevada is in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in the Nevada and United States and in any other jurisdiction in which we will operate. We are not aware of any current orders or directions relating to Allied Nevada with respect to the foregoing laws and regulations.

Our gold projects are subject to various federal and state laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. It is our policy to conduct business in a way that safeguards public health and the environment. We believe that Allied Nevada’s operations are and will be conducted in material compliance with applicable laws and regulations.

Changes to current state or federal laws and regulations in Nevada, where we operate currently, or in jurisdictions where we may operate in the future, could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

During 2006 and 2007, there were no material environmental incidents or non-compliance with any applicable environmental regulations on the properties now held by Allied Nevada. Allied Nevada did not incur material capital expenditures for environmental control facilities during 2006 or 2007.

The following table sets out the names of the current directors and executive officers of Allied Nevada, their ages as of January 11, 2008, current positions with Allied Nevada, jurisdictions of residence, principal occupations within the five preceding years, and periods during which each director has served as a director of Allied Nevada.

The term of each of the directors of Allied Nevada will expire at the close of Allied Nevada’s first annual shareholders’ meeting, or when his successor is duly elected or appointed, unless his office is earlier vacated.

Mr. Buchan was appointed Chairman of the Board of Allied Nevada as of April 13, 2007, and Executive Chairman on June 27, 2007.

There are no family relationships among any of the above directors or executive officers of Allied Nevada. The following directors of Allied Nevada are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act): Mr. Buchan is a director of Quest Capital Corp.; Mr. Eppler is a director of Augusta Resource Corporation and of Vista; Mr. Palmer is a director of Apex Silver Mines Limited; Mr. Pescio is a director of Tornado Gold International Corp.; and Mr. Richings is a director of Vista.

None of the above directors or executive officers has entered into any arrangement or understanding with any other person pursuant to which he was, or is to be, elected as a director or executive officer of Allied Nevada or a nominee of any other person.

Allied Nevada’s Board of Directors has four standing committees: a Compensation Committee, an Audit Committee, a Corporate Governance Committee and a Health, Safety and Environmental Committee. A brief description of the composition and functions of each committee follows.

Allied Nevada’s Compensation Committee is chaired by D. Bruce Sinclair. Its other members are Robert G. Wardell and John W. Ivany. Each member of our Compensation Committee is “independent” within the meaning of the AMEX listing standards and Canadian standards as per Canadian National Instrument 58-101 “Corporate Governance” (“NI 58-101”).

The Compensation Committee’s functions are to review and recommend compensation policies and programs, as well as salary and benefit levels for individual executives, including our President and Chief Executive Officer. The committee makes these recommendations to our Board of Directors which, in turn, provides final approval on individual compensation matters. The Compensation Committee has the authority to retain any advisors, counsel and consultants as the members deem necessary in order to carry out these functions. The Compensation Committee also administers Allied Nevada’s compensation programs for our employees, including executive officers, reviews and approves all awards granted under these programs, reviews the compensation discussion and analysis section and drafts and approves the annual report on executive compensation required, and recommends their inclusion in, Allied Nevada’s annual proxy statement as required under U.S. federal securities laws and Canadian securities laws.

Allied Nevada’s Audit Committee is chaired by Terry M. Palmer. Its other members are Robert G. Wardell and D. Bruce Sinclair. Each member of our Audit Committee is “independent” within the meaning of the AMEX listing standards, as defined in Rule 10A-3(b)(1) under the Exchange Act and in Canadian National Instrument 52-110 “Audit Committees”. Additionally, the Board of Directors has determined that Mr. Palmer qualifies as Allied Nevada’s “Audit Committee Financial Expert” as defined in accordance with Section 407 of the Sarbanes-Oxley Act of 2002.

The Audit Committee, in accordance with the Audit Committee Charter as approved by our Board of Directors, assists the Board of Directors in monitoring (1) our accounting and financial reporting processes, (2) the integrity of our financial statements, (3) our compliance with legal and regulatory requirements, (4) the independent auditor’s qualifications, independence and performance and (5) business practices and ethical standards of Allied Nevada. The Committee is responsible for the appointment of our independent auditor and for the compensation, retention and oversight of the work of our independent auditor and for the oversight of our accounting and financial reporting processes.

Allied Nevada’s Corporate Governance Committee is chaired by Robert G. Wardell. Its other members are John W. Ivany and Cameron A. Mingay. Each member of our Corporate Governance Committee is “independent” within the meaning of the AMEX listing standards and NI 58-101.

The Corporate Governance Committee will recommend criteria for service as a director, review candidates and recommend appropriate governance practices for Allied Nevada in light of corporate governance guidelines set forth by the AMEX and other regulatory entities as applicable. The Committee will consider candidates meeting criteria suggested by directors, management, shareholders and search firms hired to identify and evaluate qualified candidates. From time to time, the Committee may recommend highly qualified candidates who it believes will enhance the strength, independence and effectiveness of Allied Nevada’s Board of Directors. The Corporate Governance Committee will review the size of our Board of Directors annually. The Committee is also responsible for review and approval of transactions with related persons. See “Certain Relationships and Related Transactions, and Director Independence — Procedures for Approval of Transactions with Related Persons”.

Allied Nevada’s Health, Safety and Environmental Committee is chaired by Michael B. Richings. Its other members are W. Durand Eppler and Carl Pescio. The Committee has the general mandate of overseeing the

development and implementation of policies and best practices of Allied Nevada relating to health and environmental and safety issues in order to ensure compliance with applicable laws and to ensure the safety of our employees. The Committee will, among other things, monitor the effectiveness of our environmental policies, assist management with implementing and maintaining appropriate health and safety programs and obtain periodic reports on such programs, and report to the Board on environmental and health and safety matters concerning Allied Nevada’s operations.

No member of Allied Nevada’s Compensation Committee was during 2007, or currently is, an executive officer or employee of Allied Nevada or any of its subsidiaries or affiliates. No executive officer of Allied Nevada was during 2007, or currently is, a director or a member of the Compensation Committee of another entity having an executive officer who is a director or a member of our Compensation Committee.

Allied Nevada’s common stock is listed on the AMEX and the TSX. Under AMEX rules, the board is required to affirmatively determine that each “independent” director has no material relationship with our company that would interfere with the exercise of independent judgment. Our Board has determined that the following directors are “independent” as required by AMEX listing standards: Mr. Eppler, Mr. Palmer, Mr. Ivany, Mr. Mingay, Mr. Wardell and Mr. Sinclair. Additionally, the members of our Audit Committee are “independent” as defined in Rule 10A-3(b)(1) under the Exchange Act and for the purposes of NI 58-101.

The following contains a description of our executive compensation programs and objectives. The implementation of these programs and objectives is ongoing, based upon reviews and determinations being made by our Board of Directors, and will be subject to the further review and approval of our Compensation Committee.

Because we are a new company and have recently commenced operations, we are in the process of refining our compensation policies and anticipate that this will be an ongoing process as our company develops. As discussed above under “Business — General Description of the Business of Allied Nevada”, we are engaged in the evaluation, acquisition, exploration and advancement of gold exploration and development projects in Nevada. Although our properties include the Hycroft Mine, operations at this mine were suspended in December 1998 and the site is on a care and maintenance program. On September 11, 2007, the Allied Nevada Board of

Directors approved the reactivation of the Hycroft Mine. The current plan provides for mining of the Brimstone deposit to commence in the second quarter of 2008 with the stripping of overburden and the first gold production expected in the fourth quarter of 2008.

In light of the above, since our company could develop in a number of directions such as exploration-only, or exploration with a producing mine, we have looked at a broad range of mining companies to establish our initial compensation packages. In general, these consisted of a mix of smaller to medium-sized public mining companies, most of which tend to be Canadian as is the nature of this industry. Most are at late stages of a mine development project or have either one or two operating mines. Although more than 30 companies were considered for comparative purposes and provided to our Board, initially the Board focused on the following companies as likely to be more relevant to our own as we develop: Aurizon Mines Ltd., Crystallex International, Cumberland Resources Ltd., Dundee Precious Metals, Eldorado Gold Corporation, Gabriel Resources Ltd., Metallica Resources Ltd., Queenstake Resources Ltd. and Vista. Most, such as Cumberland, Gabriel, Metallica and Vista, then had advanced-stage projects but no operating mine. Queenstake then had an operating mine in Nevada. Each company’s publicly-disclosed information was compiled to provide data on executive compensation including base pay, other cash compensation and stock-based compensation. We believe that our initial executive compensation packages are approximately in the middle range of the compensation of this group. This reflects our intent to formulate executive compensation packages that are both representative of industry practices and are sufficient to attract and retain capable and experienced people.

The Board believes that the comparison companies noted above are a representative list of comparison companies currently, but expects the list to change to reflect developments in the mining industry and related markets. As the Company develops, the comparison companies will be selected to be comparative to the Company’s size and complexity at the time of the comparison. In addition, the comparison companies will also develop over time, which will necessarily result in changes in the composition of the comparison group. Future comparison groups may include some, none or all of the companies in the current group. For example, exploration companies may begin to operate mines or may be acquired in a merger or acquisition. We anticipate that we will continue to rely on our Board members’ knowledge of the mining industry and possibly will engage external consultants as well to help us determine appropriate compensation packages for our executives.

Allied Nevada’s compensation policies and programs are designed to make us competitive with similar mining companies, to recognize and reward executive performance consistent with the success of our business and to attract and retain capable and experienced people. The Compensation Committee’s role and philosophy is to ensure that our compensation goals and objectives, as applied to the actual compensation paid to Allied Nevada’s executive officers, are aligned with our overall business objectives and with shareholder interests.

In addition to industry comparables, the Compensation Committee considers a variety of factors when determining both compensation policies and programs and individual compensation levels, including the shareholder interests, overall financial and operating performance of Allied Nevada and the Compensation Committee’s assessment of each executive’s individual performance and contribution toward meeting our corporate objectives. As we develop, we will place increasing importance on the incentive-based component of compensation because we believe that a significant portion of an executive’s compensation should depend upon the Company’s overall corporate performance including share price performance relative to its peer group.

The Compensation Committee reviews and recommends compensation policies and programs to Allied Nevada’s Board of Directors, as well as salary and benefit levels for individual executives. In accordance with the terms of our Compensation Committee’s charter, our President and Chief Executive Officer may not be present during meetings of the Compensation Committee at which his compensation is being discussed. Our Board of Directors makes the final determination regarding Allied Nevada’s compensation programs and practices.

The total compensation plan for executive officers is comprised of three components: base salary, annual performance bonuses and equity-based compensation including grants of stock options and grants of restricted share units (RSUs). In addition, Allied Nevada may develop and implement a long-term incentive plan for its executive officers. There is currently no policy or target regarding a percentage allocation between cash and non-cash elements of Allied Nevada’s proposed compensation program. Any such allocations will be determined on an individual basis and may be influenced by such factors as: level of responsibility, peer group analysis and individual executive performance.

As a general rule for establishing base salaries, the Compensation Committee reviews competitive market data for each executive position and determine placement at an appropriate level in a range. See “Compensation Program Objectives” above, for a discussion of our recent determinations concerning comparison companies. The compensation range for executives is reviewed on an annual basis by our Compensation Committee to reflect external factors, such as inflation.

Allied Nevada’s cash bonus plan allows our executive officers to earn annual incentive payments based upon achievement of individual and corporate performance goals. Our Compensation Committee determines the elements of individual executive performance goals, and the weight to be given to each, for our President and Chief Executive Officer. For all other executive officers except our Executive Chairman, our President and Chief Executive Officer determines the elements of individual executive performance goals and the weight to be given to each, subject to the review and approval of our Compensation Committee.

Corporate performance goals, and the elements of these goals, are established by the Compensation Committee in consultation with our President and Chief Executive Officer. These are based upon such factors as Allied Nevada’s financial and operational targets, safety and environmental compliance and other regulatory compliance, our share price performance, and changes in our net asset value.

The third element in the total compensation plan is equity-based compensation comprised of grants of options to purchase our common stock and grants of restricted share units (“RSUs”). This element is intended to emphasize management’s commitment to Allied Nevada’s growth and the enhancement of shareholders’ value through, for example, improvements in operating results, resource base and share price increments. Since we are a newly-traded public company, we do not currently maintain a formal policy regarding the timing of stock option or RSU grants in connection with the release of material, non-public information. We may develop such a plan in the future. As discussed below under the headings “Stock Option Plans” and “Restricted Share Units”, our Board has adopted a stock option plan and a RSU Plan that govern grants of options and RSUs to directors, employees, officers and consultants of Allied Nevada.

Allied Nevada’s executives are not entitled to significant perquisites or other personal benefits not generally offered to our employees. The Company has approved a qualified tax-deferred savings plan in accordance with the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

Our named executive officers for 2007 were Scott Caldwell, President and Chief Executive Officer, Hal Kirby, Vice President and Chief Financial Officer, Robert Buchan, Executive Chairman, Mike Doyle, Vice

President of Technical Services and Rick Russell, Vice President of Exploration. Mr. Caldwell also served as our Chief Financial Officer until April 16, 2007, when Mr. Kirby commenced serving in that position. On June 27, 2007, the Board of Directors voted to appoint Robert Buchan to the position of Executive Chairman. In this capacity, Mr. Buchan assists Allied Nevada with its overall growth strategy, including the establishment of appropriate strategic relationships within the institutional investment arena. Mr. Buchan will also assist in identifying and developing strategic alliances and possible merger or other business combination strategies with other mining companies to enhance Allied Nevada’s business and help enhance shareholder value. Mr. Buchan is also responsible with the Chairman of the Corporate Governance Committee for managing the affairs of the Board, including being satisfied that the Board is organized properly, functions effectively, operates independently from management, and meets its obligations and responsibilities relating to corporate governance matters. Mr. Buchan has been a director of Allied Nevada since March 1, 2007 and has served as Chairman of the Board of Directors of Allied Nevada since April 13, 2007 and Executive Chairman since June 27, 2007.

On January 11, 2008, we entered into employment agreements with Messrs. Caldwell, Kirby, Doyle and Russell. Mr. Caldwell’s employment agreement provides for an annual base salary of $330,000 and Mr. Caldwell is eligible to be considered for an annual performance-based award of up to 100% of base salary, in the discretion of the Compensation Committee. Mr. Kirby’s employment agreement provides for an annual base salary of $225,000 and Mr. Kirby is eligible to be considered for an annual performance-based award of up to 40% of base salary, in the discretion of the Compensation Committee. The employment agreements for each of Messrs. Doyle and Russell provide for an annual base salary of $200,000 and each is eligible to be considered for an annual performance-based award of up to 35% of his base salary. Mr. Caldwell and Mr. Kirby also received initial grants of non-qualified stock options under the Allied Nevada Stock Option Plan, for 800,000 shares and 400,000 shares, respectively. Mr. Doyle and Mr. Russell each received an initial grant of stock options for 150,000 shares. These options have a 10-year term and will vest in equal one-third installments over three years, until fully vested on the third anniversary of the grant date. These stock option grants are contingent on stockholder approval of the Stock Option Plan, which is expected to be sought at Allied Nevada’s first annual meeting of stockholders anticipated to be held in 2008. The initial compensation for these executives was determined by our Compensation Committee as set forth above under “Compensation Program Objectives”. Our Compensation Committee will determine the compensation for other key employees, and ongoing compensation, as appropriate and pursuant to our overall compensation goals and objectives described above. See “— Executive Employment Agreements”.

Mr. Caldwell initially provided services to Allied Nevada under a consulting agreement between Mr. Caldwell and Vista, dated as of September 8, 2006, pursuant to which Mr. Caldwell was paid for consulting services rendered to Allied Nevada at the rate of $1,000 per day (calculated based upon an hourly rate of $125 per hour), in addition to reimbursement, at cost, of any reasonable out-of pocket expenses incurred by Mr. Caldwell in connection with the performance of these consulting services. Mr. Caldwell was not entitled to any bonus payments or other cash or non-cash compensation under his consulting agreement with Vista. This agreement was terminated as of April 16, 2007 and was replaced by the formal employment agreement we entered into with Mr. Caldwell.

On January 26, 2007, Allied Nevada entered into a professional service agreement with Mr. Kirby pursuant to which Mr. Kirby provided financial and accounting services including review of accounting systems and documentation under development for Allied Nevada, and meeting with auditors and planning for scope and plans for future audits. The agreement was to expire no later than December 31, 2007, with amounts paid under the agreement not to exceed $50,000. Under the professional service agreement, we compensated Mr. Kirby at the rate of $1,000 per day worked plus reimbursement of his reasonable out-of-pocket expenses at cost. The aggregate amounts paid and owed to Mr. Kirby under this agreement during 2007 were approximately $22,000. This agreement was terminated as of April 16, 2007 and was replaced by the formal employment agreement we entered into with Mr. Kirby.

Mr. Russell initially provided services to Allied Nevada under a consulting agreement between Mr. Russell and Allied Nevada, dated as of October 1, 2006, pursuant to which Mr. Russell was paid for consulting services rendered to Allied Nevada at the rate of $525 per day, in addition to reimbursement, at cost, of any reasonable out-of pocket

expenses incurred by Mr. Russell in connection with the performance of these consulting services. This agreement was terminated as of July 1, 2007 and was replaced by the formal employment agreement we entered into with Mr. Russell.

In his capacity as Executive Chairman, Mr. Buchan receives annual chairman’s fees of $75,000, and was granted (a) 10-year non-qualified stock options in accordance with the Stock Option Plan to purchase up to 300,000 shares of the Company’s common stock, with a grant date of July 3, 2007 and (b) 300,000 Restricted Share Units (“RSUs”), with a grant date of July 3, 2007, in accordance with a Restricted Stock Unit Plan (the “RSU Plan”) of Allied Nevada. The options have an exercise price per share of $4.35, which was determined in accordance with the Allied Nevada Stock Option Plan as the closing price of Allied Nevada’s common stock on the grant date. As with option grants under the Stock Option Plan, all RSU grants will be contingent on stockholder approval of the RSU Plan, which is expected to be sought at Allied Nevada’s first annual meeting of stockholders anticipated to be held in 2008. Mr. Buchan’s options will vest in equal one-third installments over three years, until fully vested on the third anniversary of the grant date. His RSUs would vest in accordance with the same schedule as the options. If the stockholders do not approve the RSU Plan, Mr. Buchan will receive alternative rights to acquire 300,000 shares of Allied Nevada common stock purchased in the market by Allied Nevada through a trustee with vesting terms and other terms equivalent to his RSUs.

Section 409A of the Code affects the granting of most forms of deferred compensation pursuant to our compensation program. Our compensation program is intended to comply with the final regulations of the U.S. Internal Revenue Service and other guidance with respect to Section 409A of the Code, and we anticipate that our Compensation Committee will continue to design and administer our compensation programs accordingly.

Various rules under current generally accepted accounting practices will impact the manner in which Allied Nevada accounts for future grants of stock options and other equity-based compensation to employees, including executive officers, on our financial statements. The Compensation Committee will review the effect of these rules (including SFAS 123(R)) when determining the form and timing of future grants of stock options and other equity-based compensation to our employees, including executive officers; however, this analysis will not necessarily be the determinative factor in any such decision regarding the form and timing of grants.

The table below sets forth all compensation awarded to, earned by or paid to our Chief Executive Officer, Chief Financial Officer and each of our three other most highly compensated executive officers for the indicated fiscal year. These officers are referred to in this prospectus as our “named executive officers.”

During 2006, we had one named executive officer, Mr. Caldwell. As discussed above under “Compensation Discussion and Analysis — Compensation of Named Executive Officers”, Mr. Caldwell was compensated for his services as President and Chief Executive Officer (and, until April 16, 2007, as Chief Financial Officer) of Allied Nevada pursuant to a consulting contract between Mr. Caldwell and Vista. Under this contract, Mr. Caldwell was paid for consulting services rendered to Allied Nevada at the rate of $1,000 per day (calculated based on an hourly rate of $125 per hour), plus reimbursement of reasonable out-of-pocket expenses at cost. This agreement was terminated as of April 16, 2007 and was replaced by the formal employment agreement we entered into with Mr. Caldwell as set forth above. For his services under this contract during 2006, Mr. Caldwell was paid $44,875, all of which was cash compensation. This was the only form of compensation received by Mr. Caldwell during 2006 with respect to his consulting services performed for Allied Nevada. During 2006, he did not participate in any benefit plans, retirement plans or incentive programs in connection with these services.

The table below sets forth certain information regarding grants of plan-based awards to named executive officers during the year ended December 31, 2007.

Employment Agreement with Scott A. Caldwell. On January 11, 2008, Allied Nevada entered into an employment agreement with Scott A. Caldwell, our President and Chief Executive Officer. Pursuant to the terms of his employment agreement, Mr. Caldwell’s employment began effective as of April 16, 2007, and he continues to be employed by the Company on an “at-will” basis.

Pursuant to his employment agreement, Mr. Caldwell receives an annual base salary in the amount of $330,000, as well as a discretionary bonus up to a maximum amount of 100% of his base salary in any calendar year, based upon the achievement by Mr. Caldwell of pre-determined performance targets set by our Board of Directors. Grant of any such bonus shall be in the sole discretion of the Board of Directors and any bonus shall be earned only after grant thereof by the Board of Directors. Mr. Caldwell’s eligibility to receive such bonus is conditioned upon his continued employment, both at the time the Board of Directors considers the grant of bonuses and at the time such bonuses are actually granted and paid. Mr. Caldwell is also entitled to participate in any benefit plans and policies (including, medical, dental, disability, insurance, retirement savings plans or other fringe benefit plans or policies) as we may make available to, or have in effect for, our senior executives.

Mr. Caldwell was also granted an option to purchase 800,000 shares of Allied Nevada Common Stock of the Company in accordance with the Option Plan. See “Executive Compensation — Outstanding Equity Awards at 2007 Fiscal Year End” for a description of vesting and other terms applicable to this option award.

Employment Agreement with Hal Kirby. On January 11, 2008, Allied Nevada entered into an employment agreement with Hal Kirby, our Vice President and Chief Financial Officer. Pursuant to the terms of his employment agreement, the term of Mr. Kirby’s employment began effective as of April 16, 2007, and he shall continue to be employed by the Company on an “at-will” basis.

Pursuant to the terms of his employment agreement, Mr. Kirby receives an annual base salary in the amount of $225,000, as well as a discretionary bonus up to a maximum amount of 40% of his base salary in any calendar year, based upon the achievement by Mr. Kirby of pre-determined performance targets set by the our President and Chief Executive Officer and approved by our Board of Directors. Grant of any such bonus shall be in the sole discretion of the Board of Directors and any bonus shall be earned only after grant thereof by the President and Chief Executive Officer and approved by the Board of Directors. Mr. Kirby’s eligibility to receive such bonus is conditioned upon his continued employment, both at the time our Board of Directors considers the grant of bonuses and at the time such bonuses are actually granted and paid. Mr. Kirby is also entitled to participate in any benefit plans and policies (including, medical, dental, disability, insurance, retirement savings plans or other fringe benefit plans or policies) as we may make available to, or have in effect for, our senior executives.

Pursuant to his employment agreement, in the event that Allied Nevada determines, in our discretion, to relocate Mr. Kirby from his current residence in Toronto, Ontario, Canada, we will reimburse him for up to $35,000 in related costs. This relocation has occurred and we will reimburse Mr. Kirby in accordance with this agreement.

In addition, Mr. Kirby was granted an option to purchase 400,000 shares of Allied Nevada Common Stock in accordance with the Option Plan. See “Executive Compensation — Outstanding Equity Awards at 2007 Fiscal Year-End” for a description of vesting and other terms applicable to Mr. Kirby’s option award.

Employment Agreement with Mike Doyle. On January 11, 2008, Allied Nevada entered into an employment agreement with Mike Doyle, our Vice President of Technical Services. Pursuant to the terms of his employment agreement, the term of Mr. Doyle’s employment began effective as of April 16, 2007, and he shall continue to be employed by the Company on an “at-will” basis.

Pursuant to the terms of his employment agreement, Mr. Doyle receives an annual base salary in the amount of $200,000, as well as a discretionary bonus up to a maximum amount of 35% of his base salary in any calendar year, based upon the achievement by Mr. Doyle of pre-determined performance targets set by our President and Chief Executive Officer and approved by the Board of Directors. Grant of any such bonus shall be in the sole discretion of the Board of Directors and any bonus shall be earned only after grant thereof by our President and Chief Executive Officer and approved by the Board of Directors. Mr. Doyle’s eligibility to receive such bonus is conditioned upon his continued employment, both at the time our Board of Directors considers the grant of bonuses and at the time such bonuses are actually granted and paid. Mr. Doyle is also entitled to participate in any benefit plans and policies (including, medical, dental, disability, insurance, retirement savings plans or other fringe benefit plans or policies) as we may make available to, or have in effect for, our senior executives.

In addition, Mr. Doyle was granted an option to purchase 150,000 shares of Allied Nevada Common Stock in accordance with the Option Plan. See “Executive Compensation — Outstanding Equity Awards at 2007 Fiscal Year-End” for a description of vesting and other terms applicable to Mr. Doyle’s option.

Employment Agreement with Rick H. Russell. On January 11, 2008, Allied Nevada entered into an employment agreement with Rick H. Russell, our Vice President of Exploration. Pursuant to the terms of his employment agreement, the term of Mr. Russell’s employment began effective as of July 1, 2007, and he shall continue to be employed by the Company on an “at-will” basis.

Pursuant to the terms of his employment agreement, Mr. Russell receives an annual base salary in the amount of $200,000, as well as a discretionary bonus up to a maximum amount of 35% of his base salary in any calendar year, based upon the achievement by Mr. Russell of pre-determined performance targets set by our President and Chief Executive Officer and approved by the Board of Directors. Grant of any such bonus shall be in the sole discretion of the Board of Directors and any bonus shall be earned only after grant thereof by our President and Chief Executive Officer and approved by the Board of Directors. Mr. Russell’s eligibility to receive such bonus is conditioned upon his continued employment, both at the time our Board of Directors

considers the grant of bonuses and at the time such bonuses are actually granted and paid. Mr. Russell is also entitled to participate in any benefit plans and policies (including, medical, dental, disability, insurance, retirement savings plans or other fringe benefit plans or policies) as we may make available to, or have in effect for, our senior executives.

In addition, Mr. Russell was granted an option to purchase 150,000 shares of Allied Nevada Common Stock in accordance with the Option Plan. See “Executive Compensation — Outstanding Equity Awards at 2007 Fiscal Year-End” for a description of vesting and other terms applicable to Mr. Russell’s option.

As a condition to their employment with Allied Nevada and their receipt of the compensation and benefits described above and below under the heading “Payments Upon Termination or Change of Control”, each of Messrs. Caldwell, Kirby, Doyle and Russell were required to execute and deliver a Employee Nondisclosure, Noncompetition, Nonsolicitation and Inventions Agreement, a form of which was attached to their individual employment agreements. Under the latter agreement, each of these executives has agreed that during his employment and for one year following termination of his employment with Allied Nevada, he will not carry on business in the State of Nevada which is similar to or in any way competitive with our mineral property-related business, including business conducted with potential joint venture partners with which Allied Nevada is or was actively pursuing a potential business relationship during the applicable period.

Each of the employment agreements entered into between Allied Nevada and Messrs. Caldwell, Kirby, Doyle and Russell contain provisions which entitle each of them to payments following termination of their employment in certain circumstances, as described below.

Termination by Allied Nevada Without Cause or by the Executive for Good Reason. Each of the employment agreements between us and Messrs. Caldwell, Kirby, Doyle and Russell provide that, in the event their employment is terminated by Allied Nevada other than for “cause” (as defined below), or is terminated by any of them for “good reason” (as defined below), they are entitled to receive payment, when due, of unpaid base salary, expense reimbursements and vacation days accrued prior to the date of such termination and will also receive, in exchange for execution and delivery to Allied Nevada of a separation agreement and general release, the following severance benefits:

“Good Reason” is defined under each employment agreement as termination by any of Messrs. Caldwell, Kirby, Doyle or Russell of their employment not later than one year following the occurrence of any of the following events:

“Cause” is defined under each employment agreement as the taking of any of the following actions by or against Messrs. Caldwell, Kirby, Doyle or Russell:

Termination by Allied Nevada for Cause or in the Event of Death or Disability. Pursuant to the employment agreements with each of Messrs. Caldwell, Kirby, Doyle and Russell, in the event their employment with Allied Nevada is terminated for “cause” or due to the death or “disability” (as defined below) of any of them, they (or their estate, as applicable) will be entitled to receive payment, when due, of any unpaid base salary, expense reimbursements and vacation days accrued prior to such termination. Further, in the event their employment with Allied Nevada is terminated as the result of the death or disability of any of them, they (or their estate, as applicable) will be entitled to receive long term disability or life insurance benefits, in the form maintained by Allied Nevada at such time and in which they participated at the time of such termination.

“Disability” is defined in under each employment agreement as any illness, injury, accident or condition of either a physical or mental nature as a result of which any of Messrs. Caldwell, Kirby, Doyle or Russell is unable to perform the essential functions of his duties and responsibilities for 90 days during any period of 365 consecutive calendar days or for any consecutive 90-day period.

Voluntary Termination by the Executive. In the event that any of Messrs. Caldwell, Kirby, Doyle or Russell decide voluntarily to terminate their employment with Allied Nevada without “good reason” upon 30 days’ written notice, Allied Nevada, in its discretion, may elect (i) to relieve them of any obligation to perform their respective duties during such notice period, or (ii) to waive the notice period and immediately accept such

termination. In the event Allied Nevada elects the former, we have agreed to continue their respective compensation and benefits for the remainder of the notice period, except that no bonus shall be earned or awarded by any of them during and after the notice period.

In addition to the severance obligations described above, each of the employment agreements entered into between Allied Nevada and Messrs. Caldwell, Kirby, Doyle and Russell contain provisions which entitle each of them to certain payments upon a “change of control” (as defined below) of Allied Nevada.

In the event of a “change of control” (as defined below) and the involuntary termination of employment during the one-year period thereafter by Allied Nevada (or any successor entity) other than for “cause”, or by Messrs. Caldwell, Kirby, Doyle or Russell for “good reason”, they will be entitled to payment, when due, of unpaid base salary, expense reimbursements and vacation days accrued prior to the date of such termination and will also receive, in exchange for execution and delivery to Allied Nevada of a separation agreement and general release, the following benefits:

“Change of control” is defined under each employment agreement as (i) the occurrence of a merger or consolidation of Allied Nevada, whether or not approved by our Board of Directors, other than (x) a merger or consolidation which would result in the voting securities of Allied Nevada outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of Allied Nevada or such surviving entity or parent of such corporation outstanding immediately after such merger or consolidation, or (y) a merger or consolidation which is in effect a financing transaction for Allied Nevada including, but not limited to, a reverse merger of Allied Nevada into a publicly traded “shell” company, or (ii) the approval by the stockholders of Allied Nevada of an agreement for the sale or disposition by Allied Nevada of all or substantially all of our assets.

The table below sets forth information concerning grants of stock options and restricted stock unit awards to named executive officers as of December 31, 2007.

As a condition to completion of the Arrangement, Mr. Pescio was required to enter into a non-competition agreement with Vista and Allied Nevada on terms satisfactory to all parties, acting reasonably. On February 15, 2007, Allied Nevada entered into a non-competition agreement and a professional service agreement with

Mr. Pescio. Both agreements have two-year terms. Under the non-competition agreement, Mr. Pescio has agreed that during the agreement term he will not carry on business in the State of Nevada which is similar to or in any way competitive with our mineral property-related business. See “Certain Relationships and Related Transactions, and Director Independence — Transactions with Promoters”. Under the professional service agreement, Mr. Pescio is to provide services as directed by us, for which we will compensate him at the rate of $1,000 per day worked plus reimbursement of his reasonable out-of-pocket expenses at cost. The services to be provided by Mr. Pescio under this agreement include assisting us with technical review of our exploration programs and activities and in expanding or rationalizing our land holdings, as well as identification of potential exploration joint venture opportunities and assisting us and our joint venture partners with investor relations activities. This agreement may be terminated at any time with the written consent of the parties, or by us for cause.

The Allied Nevada Board has adopted two stock option plans. The first plan governs the Allied Nevada options issued as part of the Arrangement (the “Allied Nevada Special Stock Option Plan” and such options, the “Allied Nevada Special Options”). The second plan governs options granted to directors, employees, officers and consultants of Allied Nevada (the “Allied Nevada Stock Option Plan”). A description of each of these plans is set out below.

Allied Nevada has established a stock option plan to govern the grant of Allied Nevada Special Options pursuant to the Arrangement. The maximum number of shares of Allied Nevada common stock which may be issued, reserved, set aside pursuant to the Plan of Arrangement and made available for issue under the Allied Nevada Special Stock Option Plan is 619,550, as determined pursuant to the Arrangement. If any Allied Nevada Special Options are terminated or expire, they are not available for re-issuance. Under the Allied Nevada Special Stock Option Plan, options may be exercised by the payment in cash of the option exercise price to Allied Nevada. All options are subject to the terms and conditions of an option agreement entered into by Allied Nevada and each participant as of May 10, 2007. Pursuant to the Arrangement, Allied Nevada granted Special Options with respect to all of the 619,550 shares reserved for issuance under the Allied Nevada Special Stock Option Plan. As of January 11, 2008, 188,539 of these Special Options had been exercised and 3,341 had expired unexercised.

The Allied Nevada Special Stock Option Plan is administered by the Allied Nevada Board, which has full and final discretion to determine issues that may arise under such plan. Pursuant to the terms of the Allied Nevada Special Stock Option Plan, the exercise prices for the options were determined pursuant to the Arrangement. Options become exercisable only after they vest in accordance with the respective option agreement and must expire no later than ten years from the date of grant.

If an optionee ceases to be an officer or employee of Vista, or its subsidiaries, as a result of termination for cause, all unexercised options will immediately terminate. If an optionee ceases to be a director, officer or employee of Vista, or its subsidiaries, or ceases to be a consultant to Vista, for any reason other than termination for cause, the optionee shall have the right to exercise his or her options at any time up to but not after the earlier of 30 days from the date of ceasing to be a director, officer, employee or consultant, or the expiry date. In the event of death of an optionee, the legal representatives of such optionee will have the right to exercise the options at any time up to but not after the earlier of 90 days from the date of death, or the expiry date.

Allied Nevada Special Options granted under the Allied Nevada Special Stock Option Plan are non-transferable and non-assignable other than on the death of a participant. An optionee has no rights whatsoever as an Allied Nevada shareholder or a Vista shareholder in respect of unexercised options.

The Allied Nevada Board has adopted the Allied Nevada Stock Option Plan, as amended, which provides for grants to directors, officers, employees and consultants of Allied Nevada, or its subsidiaries, of options to purchase Allied Nevada common stock. The Allied Nevada Stock Option Plan will be subject to ratification by Allied Nevada stockholders at Allied Nevada’s first annual meeting of stockholders. Any option grants made under such plan prior to stockholder ratification are contingent on such ratification. These options may be either “incentive stock options” within the meaning of Section 422 of the Code, or stock options that are non-qualified for United States Federal income tax purposes. The total number of shares for which options may be granted pursuant to the Allied Nevada Stock Option Plan will be 4,200,000, subject to applicable stock exchange requirements and to certain adjustments reflecting changes in Allied Nevada’s capitalization. The maximum number of shares that may be reserved for issuance to any individual under the Allied Nevada Stock Option Plan is that number of shares that is equivalent to 5% of the shares of Allied Nevada common stock issued and outstanding from time to time. Shares with respect to which options are not exercised prior to termination of such option shall again be available to be granted under the Allied Nevada Stock Option Plan, to the fullest extent permitted by law. All options granted under the Allied Nevada Stock Option Plan will be subject to the terms and conditions of an option agreement entered into by Allied Nevada and each participant at the time an option is granted.

The Allied Nevada Stock Option Plan is administered by the Compensation Committee of the Allied Nevada Board, which will have full and final discretion to determine, subject to applicable laws, (i) the total number of optioned shares to be made available under the Allied Nevada Stock Option Plan, (ii) the directors, officers, employees and consultants of Allied Nevada or its subsidiaries who are eligible to receive Allied Nevada Options under the Allied Nevada Stock Option Plan (“Optionees”), (iii) the time when and the price at which such stock options will be granted, (iv) the time when and the price at which such stock options may be exercised, and (v) the conditions and restrictions on the exercise of such options.

Pursuant to the terms of the Allied Nevada Stock Option Plan, the exercise price of any option must not be less than the closing price of the Allied Nevada shares on either the AMEX or the TSX, at the Allied Nevada Board’s discretion, on the date of grant and the term of any such option may not exceed ten years from the date of grant; provided that as to grants of incentive stock options, with respect to any participant in the Allied Nevada Stock Option Plan who owns stock representing more than 10% of the voting rights attributable to the outstanding capital stock of Allied Nevada, the exercise price of any incentive stock option may not be less than 110% of the fair market value of such shares on the date of grant and the term of such option may not exceed five years from the date of grant. Incentive stock options may be granted under the Allied Nevada Stock Option Plan only to employees who are, at the time of grant, actual so-called “common law employees” of Allied Nevada and not a consultant, advisor, service provider or independent contractor. To the extent that the aggregate fair market value of the Allied Nevada shares (determined at the time of grant) exceeds $100,000 with respect to the amount of incentive stock options exercisable for the first time by an Optionee during any calendar year, any excess over that amount shall be considered “non-qualified options”. Options will become exercisable only after they vest in accordance with the respective stock option agreement.

If an Optionee ceases to be an officer or employee of Allied Nevada, or its subsidiaries, as a result of termination for cause, all unexercised options will immediately terminate. If an Optionee ceases to be a director, officer or employee of Allied Nevada, or its subsidiaries, or ceases to be a consultant to Allied Nevada, for any reason other than termination for cause, or as a result of the Optionee’s disability or death, the Optionee shall have the right to exercise his or her options at any time up to but not after the earlier of 30 days from the date of ceasing to be a director, officer, employee or consultant, or the expiry date. In the event of the disability of an Optionee, the Optionee has the right to exercise the options at any time up to but not after the earlier of 90 days (or twelve months in the case of an incentive stock option) from the date of cessation of the Optionee’s employment with Allied Nevada or its subsidiary as applicable, or the expiry date. In the event of death of an Optionee, the legal representatives of such Optionee have the right to exercise the options at any time up to but not after the earlier of 90 days (or twelve months in the case of an incentive stock option) from the date of death, or the expiry date.

The Allied Nevada Stock Option Plan provides that if, at any time when an option granted under the Plan remains unexercised with respect to any shares of Allied Nevada’s common stock, an offer to purchase all outstanding shares of Allied Nevada’s common stock is made by a third party, Allied Nevada may, upon giving the participants written notice to that effect, require the acceleration of the time for the exercise of the unexercised options under the Plan and of the time for the fulfillment of any conditions or restrictions on such exercise.

Options granted under the Allied Nevada Stock Option Plan will be non-transferable and non-assignable other than on the death of a participant. An Optionee will have no rights whatsoever as an Allied Nevada shareholder in respect of unexercised options.

As of January 11, 2008, 2,915,000 options are outstanding under the Allied Nevada Stock Option Plan.

The RSU Plan was adopted by the Allied Nevada Board effective July 3, 2007. However, as required by the AMEX and by the TSX, the RSU Plan is subject to stockholder approval. The purpose of the RSU Plan is to advance the interests of Allied Nevada through attracting, retaining and rewarding high-performing talent and to secure for Allied Nevada and its shareholders the benefits inherent in the ownership of common stock by such individuals. RSUs may be granted to directors, officers, employees or consultants of Allied Nevada. In determining the eligibility of an individual to participate in the RSU Plan, the Compensation Committee gives consideration to an individual’s performance and potential contribution to the success of Allied Nevada.

An RSU is granted subject to a restricted period (“Restricted Period”) as determined by the Compensation Committee upon grant. An RSU is exercised automatically and a share of common stock is issued for no additional consideration on the later of: (i) the end of a Restricted Period; and (ii) in the case of Canadian residents, a date determined by the eligible participant that is after the Restricted Period and before a participant’s retirement date or termination date (a “Deferred Payment Date”).

The maximum number of shares of common stock issuable under the RSU Plan is currently set at 1,200,000. The maximum number of shares of common stock issuable at any time to insiders pursuant to the RSU Plan and all other compensation arrangements of Allied Nevada is 10% of the total number of shares of common stock of Allied Nevada outstanding. The maximum number of shares issued to insiders pursuant to the RSU Plan and all other compensation arrangements of Allied Nevada, within a one-year period, is limited to 10% of the total number of shares of common stock then outstanding. The maximum number of shares issuable to any one insider and such insider’s associates pursuant to the RSU Plan, within a one-year year period, is limited to 5% of the total number of shares of common stock then outstanding. The maximum number of shares of common stock reserved for issue to any one person under the RSU Plan is limited to 5% of the total number of shares of common stock then outstanding.

The grant of an RSU is evidenced by a RSU grant letter, which is subject to the RSU Plan and may be subject to other terms and conditions that are not inconsistent with the RSU Plan and which the Compensation Committee deems appropriate.

Participants who reside in Canada seeking to set a Deferred Payment Date must give Allied Nevada at least 60 days notice prior to the expiration of the Restricted Period in order to effect such change.

In the event of a participant’s retirement or termination during a Restricted Period, any RSU automatically terminates, unless otherwise determined by the Compensation Committee. In the event of the retirement or termination after the Restricted Period and prior to any Deferred Payment Date, any RSU’s shall be immediately exercised without any further action by the participant and Allied Nevada shall issue shares. In the event of death or disability, such RSUs shall be immediately exercised.

Holders of RSUs are not entitled to dividends nor to the other rights of share ownership, such as voting, until RSUs are exercised and shares of common stock are issued.

The RSU’s are not assignable. In the event of a “change of control” (as defined below), all RSUs are exercised immediately, notwithstanding the Restriction Period and any applicable Deferred Payment Date.

Pursuant to the RSU Plan, a “change of control” with respect to Allied Nevada is deemed to have occurred in the event of any one or more of the following events:

For the purposes of a “change of control”, as defined under the RSU Plan, the term “voting securities” means shares of Allied Nevada Common Stock and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by Allied Nevada, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or rights to purchase such shares or securities.

The RSU Plan may be amended by the Board from time to time, without shareholder approval, provided that any amendment that: (i) materially increases the benefits under the RSU Plan; (ii) increases the number of shares of common stock issuable under the RSU Plan or (iii) materially modifies the requirements as to eligibility for participation in the RSU Plan shall only be effective upon such amendment being approved by the shareholders of Allied Nevada, if required by either the TSX or the AMEX or any other regulatory authority having jurisdiction over the securities of Allied Nevada.

Until March 2007, we did not provide cash compensation to directors for their services as directors or members of committees of the board of directors. We have reimbursed and will continue to reimburse our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our board of directors and committees of the board of directors.

On March 22, 2007, our board of directors adopted a compensation program for our non-employee directors, which became effective as of that date, giving retroactive effect as to payment of meeting fees for non-affiliates of Allied Nevada serving as directors as of January 1, 2007. Pursuant to our compensation program for non-employee directors, each member of our board of directors who is not our employee will receive the following cash compensation for board services, as applicable:

In addition, our non-employee directors will receive initial and annual, automatic, non-discretionary grants of nonqualified stock options in amounts and under terms to be determined. On June 27, 2007, the Board of

Directors approved initial grants of non-qualified stock options under the Allied Nevada Stock Option Plan for 100,000 shares as to each of our non-employee directors. These options have a 10-year term and an exercise price per share of $4.35, which was determined in accordance with the Stock Option Plan as the closing price of Allied Nevada’s common stock on the grant date of July 3, 2007. The options will vest in equal one-third installments over three years, until fully vested on the third anniversary of the grant date. These stock option grants are contingent on stockholder approval of the Stock Option Plan, which is expected to be sought at Allied Nevada’s first annual meeting of stockholders anticipated to be held in 2008.

On February 15, 2007, Allied Nevada entered into a non-competition agreement and a professional service agreement with Carl Pescio. Both agreements have two-year terms. Under the non-competition agreement, Mr. Pescio has agreed that during the agreement term he will not carry on business in the State of Nevada which is similar to or in any way competitive with our mineral property-related business. See “Certain Relationships and Related Transactions, and Director Independence — Transactions with Promoters”. Under the professional service agreement, Mr. Pescio is to provide services as directed by us, for which we will compensate him at the rate of $1,000 per day worked plus reimbursement of his reasonable out-of-pocket expenses at cost. The services to be provided by Mr. Pescio under this agreement include assisting us with technical review of our exploration programs and activities and in expanding or rationalizing our land holdings, as well as identification of potential exploration joint venture opportunities and assisting us and our joint venture partners with investor relations activities. This agreement may be terminated at any time with the written consent of the parties, or by us for cause.

The table below sets forth information regarding compensation earned by non-employee directors as compensation for their service to the Company during the year ended December 31, 2007.

Mr. Carl Pescio was elected as a director of Allied Nevada on March 1, 2007. Allied Nevada and Mr. Pescio were among the parties to the Arrangement Agreement, pursuant to which, among other things, the Pescios transferred their interests in certain Nevada mining properties and related assets (the “Pescio Nevada Assets”) to Allied Nevada Gold Holdings LLC, a limited liability company incorporated under the laws of Nevada with Allied Nevada as its sole member, in return for 12,000,000 shares of Allied Nevada common stock and $15 million in cash from Allied Nevada. See “Business — History of Allied Nevada” and “Business — General Description of the Business of Allied Nevada”. We determined that the value of the Pescio Nevada Assets was approximately $70.5 million, based on the estimated fair value of the consideration paid of $15 million cash and 12 million shares of our common stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — The Separation of Allied Nevada from Vista” and Note 4 to the September 2007 financial statements. Upon completion of the Arrangement, 12,000,000 shares were issued to the Pescios, who subsequently transferred an aggregate of 2,700,000 of those shares to two transferees. Accordingly, the Pescios now own 9,300,000 shares or approximately 21.6% of the issued and outstanding shares of Allied Nevada. Pursuant to the Arrangement Agreement, we agreed to use commercially reasonable efforts, as soon as possible following the completion of the Arrangement, to file a registration statement on Form S-1 with the SEC registering 35% of the Allied Nevada shares issued to the Pescios as part of the Arrangement (representing 4,200,000 shares) for resale. We agreed to use our best efforts to cause the registration statement to become effective and to keep the registration statement effective and available for use by the Pescios, subject to certain restrictions to which the Pescios (and certain contemplated transferees) would be subject. See “Shares Eligible for Future Sale — Registration Rights and Related Matters.” We believe that these registration provisions are on terms that would have been available from unaffiliated third parties. On July 27, 2007, we filed with the SEC a registration statement on Form S-1 to register for resale an aggregate of 7,896,000 shares including 4,200,000 of the shares that had been issued to the Pescios in connection with the Arrangement. This registration statement was declared effective by the SEC on August 7, 2007.

On May 5, 2006, Vista entered into a letter agreement with Quest Capital Corp. (“Quest Capital”) in which Vista retained Quest Capital to provide advisory services to Vista in connection with the Arrangement. As remuneration for these advisory services, Vista paid Quest Capital a monthly retainer of $10,000 until the completion of the Arrangement. Accordingly, Vista paid an aggregate $110,000 to Quest Capital under this agreement. In addition, Vista agreed to issue 10,000 Vista shares to Quest Capital. These shares were issued on October 10, 2006. Robert Buchan, who was elected as a director of Allied Nevada on March 1, 2007, Chairman of the Board on April 13, 2007 and Executive Chairman on June 27, 2007, is also a director of Quest Capital and from April 2005 to January 2008 served as its Executive Chairman as well. We believe that this agreement is on terms that would have been available from unaffiliated third parties. On July 16, 2007, Allied Nevada completed a private placement financing, in which we sold and issued a total of 3,696,000 units for total gross proceeds of CDN$17,000,000, or approximately $16.3 million based on the U.S./Canadian dollar exchange rate on the closing date. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Financial Position, Liquidity and Financial Resources — Financing Activities.” In connection with the private placement financing, Allied Nevada paid a cash finder’s fee of CDN$528,020, being 5% of the gross proceeds raised, to eligible persons that arranged for purchasers (“Finders”). As consideration for its role as Finder in the private placement financing, Quest Securities Corporation (“Quest Securities”), a wholly-owned subsidiary of Quest Capital, received a cash fee of CDN$108,730 and warrants to purchase 114,850 units. These warrants are exercisable by Quest Securities at any time prior to the close of business on July 16, 2009, at an exercise price of CDN$4.60 per unit. No commissions were paid to Quest Securities with respect to sales of units to directors or officers of Allied Nevada. Robert Buchan, Executive Chairman and a director of Allied Nevada, then served as Chairman of Quest Capital and A. Murray Sinclair, then an Allied Nevada director, then served as Managing Director of Quest Capital. At the time, each held an equity interest in Quest Capital (a publicly held corporation) and, as a result, benefited from this transaction to the extent of their interests in Quest Capital. This transaction was entered into solely for the benefit of Allied Nevada, and was not intended to provide Messrs. Buchan or Sinclair with compensation in lieu of salary or other compensation described herein. See “Executive Compensation — Compensation Discussion and Analysis — Compensation of Named Executive Officers” and “Compensation of Non-Employee Directors”, respectively, for a description of compensation provided to Mr. Buchan and Mr. Sinclair. We believe that this finder compensation was on terms at least as favorable as would have been available from unaffiliated third parties. Effective December 14, 2007, Mr. Sinclair resigned as a director of Allied Nevada to assist Quest Capital in its conversion into a Mortgage Investment Corporation. In connection with this conversion, effective January 1, 2008 Mr. Sinclair was appointed Co-Chairman of Quest Capital and Mr. Buchan resigned as Chairman of Quest Capital and remains a director of Quest Capital.

The other Finder in the private placement financing was Global Resource Investments Ltd. (“Global Resource”) which received a cash finder’s fee of CDN$419,290. The General Partner of Global Resource is Rule Investments, Inc. (“Rule Investments”). The Rule Family Trust u/d/t 12/17/98 (the “Rule Trust”) owns 100% of Rule Investments. Arthur Richards Rule is co-Trustee of the Rule Trust. As set forth in “Principal Stockholders,” Mr. Rule and the Trust are indirect beneficial owners of 2,761,904 shares of Allied Nevada common stock owned by Exploration Capital Partners 2000 Limited Partnership (“Exploration Capital 2000”) and by Exploration Capital Partners 2006 Limited Partnership, representing a beneficial ownership interest of 6.7%. However, this ownership includes 1,631,200 shares (including 815,600 share purchase warrants) acquired by Exploration Capital 2000 in connection with the private placement financing. Prior to the financing, Mr. Rule and the Rule Trust were indirect beneficial owners of 1,294,140 shares of Allied Nevada common stock, representing only approximately 3.3% of the common stock then outstanding. Accordingly, Global Resource would not have been a related party to Allied Nevada prior to the financing, but this disclosure is included for purposes of completeness. We believe that the finder compensation for Global Resource was on terms at least as favorable as would have been available from unaffiliated third parties.

On July 2, 2007, Allied Nevada entered into an Investor Relations Services Agreement with Sierra Partners II LLC (“Sierra”) to assist Allied Nevada with the development and initiation of an investor relations program and to provide consulting and advisory services regarding the North American investor market. During the six month term of the Agreement, Sierra was to receive a monthly retainer of $15,000 and was granted an option to purchase 45,000 shares of Allied Nevada common stock in accordance with the Allied Nevada Stock Option Plan. This option has a 10-year term and an exercise price per share of $4.35, which was determined in accordance with the Allied Nevada Stock Option Plan as the closing price of Allied Nevada’s common stock on the grant date of July 3, 2007. The option fully vested on December 31, 2007. This stock option grant is contingent on stockholder approval of the Allied Nevada Stock Option Plan, which is expected to be sought at Allied Nevada’s first annual meeting of stockholders anticipated to be held in 2008. Valuing these options using a lattice option pricing model, the total value of the agreement with Sierra is approximately $190,000. W. Durand Eppler, an Allied Nevada director, currently serves as President of, and is a partner of, Sierra and, as a result, will benefit from this transaction to the extent of his interest in Sierra. This agreement was entered into solely for the benefit of Allied Nevada, and is not intended to provide Mr. Eppler with compensation in lieu of salary or other compensation described herein. See “Compensation of Non-Employee Directors.” We believe that this agreement is on terms at least as favorable as would have been available from unaffiliated third parties.

Certain directors, officers and key employees of Allied Nevada purchased units in the private placement financing completed by Allied Nevada on July 16, 2007, as discussed above, in which we sold and issued a total of 3,696,000 units for total gross proceeds of CDN$17,000,000, or approximately $16.3 million based on the U.S./Canadian dollar exchange rate on the closing date. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Position, Liquidity and Capital Resources — Financing Activities”. The dollar amount of units purchased by these persons in the private placement financing totaled approximately CDN$6,435,400. The number of units purchased by each such individual in the private placement financing, at a purchase price of CDN$4.60 per unit, is set forth in the table below:

Each of the purchases described above was made pursuant to individual subscription agreements between the named purchaser and Allied Nevada in the same form and on the same terms as used for all other purchasers in the private placement financing.

Our immediate cash needs prior to completion at the Arrangement were met by loans from Vista pursuant to Section 4.6 of the Arrangement Agreement, which provided that, prior to the completion of the Arrangement, Vista could loan money to Vista U.S. in amounts sufficient to undertake certain activities for the benefit of the business we would operate after such completion, including purchase of mineral properties or property interests, payment of amounts necessary to secure the services of a Chief Executive Officer for us prior to the completion of the Arrangement, and purchase of office equipment, software and other miscellaneous items to enable us to commence operations immediately after such completion, as well as certain consulting costs including approximately $22,000 paid for consulting services provided by Hal Kirby, now our Vice President and Chief Financial Officer. These loans bore interest at the rate of 6% per annum and all principal and interest owing by Vista U.S. to Vista in respect of such loans were to be paid in full at the completion of the Arrangement, by Allied Nevada on behalf of Vista U.S. This was not a market interest rate that would be available from an unrelated third party but rather was a nominal interest rate that Vista’s management believed reasonable to provide cash for start-up purposes to a new, wholly-owned subsidiary without operations or current financial resources, so that Allied Nevada would be in a position to commence operations immediately after completion of the Arrangement. The interest rate was comparable to what Vista then earned on short-term investments, which was in the range of 5-6% per annum. As of December 31, 2007, the aggregate loan amount repaid by Allied Nevada was $483,000.

In March 2007, we adopted a written policy relating to the approval of transactions with related persons. Before then, we did not have a written policy, and any such transactions were approved by our Board of Directors in accordance with applicable law. The agreement described above between Vista and Quest Capital

was approved by the Vista Board of Directors as it pre-dated our formation by several months but is described because Mr. Buchan, then serving as Executive Chairman and a director of Quest Capital (and currently a director of Quest Capital), is now a director of Allied Nevada and Executive Chairman of Allied Nevada.

Our written policy for the review of transactions with related persons requires review, approval or ratification of all transactions in which Allied Nevada is a participant and in which an Allied Nevada director, executive officer, a significant shareholder or an immediate family member of any of the foregoing persons has a direct or indirect material interest, subject to certain categories of transactions that are deemed to be pre-approved under the policy. As set forth in the policy, the pre-approved transactions include employment of executive officers, director compensation (in general, where such transactions are required to be reported in our proxy statement pursuant to SEC compensation disclosure requirements), as well as transactions in the ordinary course of business where the aggregate amount involved is expected to be less than $5,000. All related party transactions will have to be reported for review by the Corporate Governance Committee of the Board of Directors. Transactions deemed to be pre-approved will not have to be reported to the Committee, except that transactions in the ordinary course of business must be submitted to the Committee for review at its next following meeting.

Following its review, the Committee will determine whether these transactions are in, or not inconsistent with, the best interests of Allied Nevada and our shareholders, taking into consideration whether they are on terms no less favorable to Allied Nevada than those available with other parties and the related person’s interest in the transaction. If a related party transaction is to be ongoing, the Corporate Governance Committee may establish guidelines for our management to follow in its ongoing dealings with the related person.

We were incorporated less than five years ago, and we are required to disclose any transactions we have had with “promoters” of Allied Nevada during the last five years. Promoters include founders of Allied Nevada, as well as any persons who have received 10 percent or more of our common stock in connection with the organization of our company. Vista was the founder and so would be a “promoter” on that basis. Both Vista and the Pescios may be considered “promoters” of Allied Nevada based on the transactions involved in the formation of Allied Nevada pursuant to the Arrangement Agreement, as follows:

Because the Pescios received more than 10% of our common stock in connection with the organization of Allied Nevada, they may be considered “promoters” of Allied Nevada. As well, Vista may also be considered to be a “promoter” of Allied Nevada because in addition to being the founder of Allied Nevada, Vista transferred the shares of Vista U.S. and $25 million in cash to Allied Nevada in return for a number of Allied Nevada Shares equal to 27,500,000 less the number of Option Shares, pursuant to the Arrangement Agreement. Vista retained certain of the shares to facilitate the payment of any taxes payable by Vista in respect of the Arrangement and

distributed the balance of the shares to its shareholders, as described below. Accordingly, upon completion of the Arrangement, the issued and outstanding Allied Nevada shares would be held initially by Vista and/or its shareholders, and by the Pescios. The Pescios have the largest holding of Allied Nevada shares. In addition to being a major shareholder, Mr. Pescio was elected to the Allied Nevada Board on March 1, 2007.

Mr. Pescio may pursue ventures with mining properties other than those held by Allied Nevada. As a condition to completion of the Arrangement, Mr. Pescio was required to enter into a non-competition agreement with Vista and Allied Nevada on terms satisfactory to all parties, acting reasonably. On February 15, 2007, Allied Nevada entered into a non-competition agreement and a professional service agreement with Mr. Pescio. Under the non-competition agreement, Mr. Pescio has agreed that for a two-year period he will not carry on business in the State of Nevada which is similar to or in any way competitive with Allied Nevada’s business of acquisition, exploration and development of mineral properties. This agreement also contains a two-year non-solicitation obligation under which Mr. Pescio may not solicit employees, suppliers, clients or prospects of Allied Nevada to terminate or materially reduce their relationships with us. Under the professional service agreement, which has a two-year term, Mr. Pescio is to provide services as directed by us, for which we will compensate him at the rate of $1,000 per day worked plus reimbursement of his reasonable out-of-pocket expenses at cost. The services to be provided by Mr. Pescio under this agreement include assisting us with technical review of our exploration programs and activities and in expanding or rationalizing our land holdings, as well as identification of potential exploration joint venture opportunities and assisting us and our joint venture partners with investor relations activities. This agreement may be terminated at any time with the written consent of the parties, or by us for cause. We believe that these non-competition and professional service agreements are on terms that would have been available from unaffiliated third parties. To date, no amounts have been paid to Mr. Pescio pursuant to this agreement.

The consideration provided by Allied Nevada to Vista and to the Pescios was determined as the result of arm’s-length negotiations conducted among representatives of Vista and the Pescios. The principal determinations were made in negotiations between Michael Richings, President and Chief Executive Officer of Vista, and Carl Pescio, both of whom have years of experience in the mining industry and considerable knowledge about Nevada mining properties. Factors considered in these determinations included information as to property location, deposit type and stage of development, as well as market valuation estimates including current estimates for Vista’s Nevada properties based on Vista’s market capitalization and the parties’ own estimates of market valuation of Allied Nevada as it would be constituted. The valuations ultimately attributable to the transaction were based on information provided by Vista and by the Pescios as to their respective asset contributions, discussions between the parties as to analysis and market valuations, and Vista’s discussions with its financial advisor, Sprott Securities Inc. (now known as Cormark Securities Inc.). The parties also discussed financing that would be required for the newly formed company and for paying the cash component of the Pescios’ consideration to be received for the Pescio Nevada Assets. The parties considered public and private financing alternatives pre- and post-completion of the Arrangement, and ultimately determined in consultation with Sprott Securities Inc. (now Cormark Securities) that initial financing would be provided by Vista prior to the Effective Date using funds raised in a public offering which was completed in November 2006.

We believe that the Arrangement was on terms that would have been available from unaffiliated third parties.

Of the property interests transferred to Allied Nevada by Vista and the Pescios, the only acquisition made by Vista within the two years prior to completion of the Arrangement was of the F.W. Lewis, Inc. properties, which were acquired in December 2005. In that transaction, Vista’s subsidiary Victory Gold acquired all of the outstanding shares of F.W. Lewis, Inc. (now named Victory Exploration Inc., “Victory Exploration”), the assets of which include 55 mineral properties in Nevada and Colorado. The acquisition was made by exercise of a purchase option originally held by Century Gold of Spring Creek, Nevada. Century Gold assigned the option to Victory Gold pursuant to an assignment and assumption agreement effective December 9, 2005. Under the terms of the assignment agreement, Vista paid Century Gold $150,000 in cash and also reimbursed Century Gold for

the $250,000 it paid the owners of F.W. Lewis, Inc. toward the option exercise price of $5.1 million. In addition, Vista issued to Century Gold 250,000 Vista Shares valued at $1.218 million, for an aggregate purchase price of approximately $6.5 million. To complete the exercise of this option, Vista paid the owners of F.W. Lewis, Inc., the remaining $4.85 million of the outstanding purchase price. Century Gold retained a 100% interest in two properties and a 50% interest in two other properties. The 53 properties retained by Victory Gold include three Colorado properties, which were retained by Vista. The value attributable to these Colorado properties represented a minimal portion of the overall value of Victory Exploration.

There has been no significant acquisition relative to the Pescio Nevada Assets made within the two years prior to completion of the Arrangement. Mr. Pescio had been scouting potential mining properties and when finding promising ones, had been staking them. Of the 58 property interests transferred as part of the Pescio Nevada Assets, Mr. Pescio acquired fourteen in the two years prior to completion of the Arrangement, and he acquired those by staking. Other than filing fees and claims staking costs in connection with staking some of the properties, Mr. Pescio did not pay any consideration. None of the foregoing fourteen properties is described individually in this prospectus.

The following table sets forth certain information regarding beneficial ownership of Allied Nevada common stock, as of January 11, 2008, by (i) each person known by us to be the beneficial owner of more than 5% of Allied Nevada’s outstanding common stock, (ii) each of Allied Nevada’s executive officers and directors and (iii) Allied Nevada’s executive officers and directors, as a group. The percentage of beneficial ownership is based on 42,957,444 shares of Allied Nevada common stock outstanding as of January 11, 2008.

We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403 of Regulation S-K.

The authorized share capital of Allied Nevada consists of the following share classes:

The holders of Allied Nevada common stock have the following rights, privileges, restrictions and conditions:

Directors will be elected by a plurality vote of the shares represented in person or by proxy. Other matters to be voted on by our stockholders must be approved by a majority of the votes cast on the matter by the holders of our common stock represented in person or by proxy.

Pursuant to its Certificate of Incorporation, the Allied Nevada Board, without any vote or action by the holders of Allied Nevada Shares, may issue preferred stock from time to time in one or more series. The Allied Nevada Board is authorized to determine the number of shares and to fix the designations, powers, preferences, and the relative, participating, optional, or other rights of any series of preferred stock. Issuances of preferred stock would be subject to the applicable rules of AMEX, TSX, or other organizations on which Allied Nevada securities are then quoted or listed. Depending upon the terms of preferred stock established by the Allied Nevada Board, any or all series of preferred stock could have preference over the common stock with respect to dividends and other distributions and upon liquidation. If any shares of preferred stock are issued with voting powers, the voting power of the outstanding common stock would be diluted. No shares of preferred stock are presently outstanding, and Allied Nevada has no present intention to issue any shares of preferred stock.

Anti-Takeover Effects of Provisions of the Certificate of Incorporation, By-laws and Delaware General Corporation Law

Allied Nevada’s Certificate of Incorporation, By-laws, and the Delaware General Corporation Law (“DGCL”) contain certain provisions, as set forth below, that could delay or make more difficult an acquisition of control of Allied Nevada not approved by the Allied Nevada Board, whether by means of a tender offer, open market purchases, a proxy contest, or otherwise. These provisions could have the effect of discouraging third parties from making proposals involving an acquisition or change of control of Allied Nevada even if such a proposal, if made, might be considered desirable by a majority of Allied Nevada Shareholders. These provisions may also have the effect of making it more difficult for third parties to cause the replacement of the current management or Allied Nevada Board without the concurrence of Allied Nevada’s Board of Directors.

The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless the corporation’s certificate of incorporation provides otherwise. Allied Nevada’s Certificate of Incorporation does not provide for cumulative voting.

Allied Nevada’s By-laws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting who is entitled to vote at the meeting and who has delivered timely written notice in proper form to Allied Nevada’s Secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholders’ meeting stockholder actions that are favored by the holders of a majority of Allied Nevada’s outstanding voting securities.

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Allied Nevada’s Certificate of Incorporation and By-laws include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of Allied Nevada, or for serving at the request of Allied Nevada as a director or officer or another position at another corporation or enterprise, as the case may be. Allied Nevada’s Certificate of Incorporation and By-laws also provide that Allied Nevada must indemnify and advance reasonable expenses to its directors and officers, subject to its receipt of an undertaking from the indemnitee as may be required under the DGCL.

The limitation of liability and indemnification provisions in Allied Nevada’s Certificate of Incorporation may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit Allied Nevada and its stockholders.

Allied Nevada’s authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval. Allied Nevada may use additional shares for a variety of corporate purposes, including future public offerings or private placements to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of Allied Nevada by means of a proxy contest, tender offer, merger or otherwise.

Under Section 203 of the DGCL, no Delaware corporation shall engage in a “business combination” with an “interested stockholder” for a period of three years following the date that the stockholder became an interested stockholder. “Business combination” includes a merger, consolidation, asset sale, or other transaction resulting in financial benefit to the interested stockholder. “Interested stockholder” is a person who, together with affiliates and associates, owns, or within three years, did own 15% or more of the corporation’s voting stock. This prohibition does not apply if: (i) prior to the time that the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction resulting in the stockholder’s becoming an interested stockholder, (ii) upon consummation of the transaction resulting in the stockholder’s becoming an interested stockholder, the stockholder owns at least 85% of the outstanding voting stock of the corporation, excluding voting stock owned by directors who are also officers and certain employee stock plans, or (iii) at or subsequent to the time that the stockholder became an interested stockholder, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that the interested stockholder does not own. A Delaware corporation may elect not to be governed by these restrictions. Allied Nevada has not made such election.

As of January 11, 2008, there were 42,957,444 shares of Allied Nevada common stock outstanding, including 12,000,000 that were issued to the Pescios as partial consideration for the acquisition of the Pescio Nevada Assets, 26,933,055 that were issued to Vista in accordance with the Arrangement and 3,696,000 that were issued in July 2007 as part of a private placement of units, as set forth below. Of the 26,933,055 Allied Nevada shares issued to Vista, 25,403,207 shares were distributed to shareholders of Vista pursuant to the Arrangement in reliance on the exemption from registration under the Securities Act pursuant to Section 3(a)(10) thereof. Vista retained 1,529,848 shares to facilitate the payment of any taxes payable by Vista in respect of the Arrangement. The Pescios agreed to transfer a portion of their consideration received pursuant to the Arrangement Agreement to Greg Hryhorchuk and Robert Lipsett in consideration of assistance provided by Messrs. Hryhorchuk and Lipsett to Mr. Pescio. Accordingly, on May 10, 2007, the Pescios transferred an aggregate 2,700,000 shares of Allied Nevada common stock to Messrs. Hryhorchuk and Lipsett. The Allied Nevada shares issued to the Pescios, including the shares subsequently transferred to Messrs. Hryhorchuk and Lipsett, were upon issuance “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including an exemption contained in Rule 144 under the Securities Act. As described below, we were obligated to register 35% of these shares, or 4,200,000, for resale on a registration statement on Form S-1 and met this requirement with the filing of a registration statement on Form S-1 that was declared effective by the SEC on August 7, 2007. The remainder of the shares held by the Pescios and their transferees will remain restricted securities and will be subject to resale restrictions as noted below.

On July 16, 2007, we completed a non-brokered private placement financing in which we sold and issued a total of 3,696,000 units for total gross proceeds of CDN$17,000,000, or approximately $16.3 million based on the U.S./Canadian dollar exchange rate on the closing date. Each unit consisted of one share of common stock and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one share of common stock of Allied Nevada at any time prior to the close of business on July 16, 2009 at a price of CDN$5.75 per share. We also issued as a finder’s fee 114,850 warrants, each such warrant exercisable for one unit for a period of two years from closing at an exercise price of CDN$4.60. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Position, Liquidity and Capital Resources — Financing Activities”. With the registration statement on Form S-1 as referenced in the preceding paragraph, we also registered for resale the 3,696,000 shares of common stock comprising part of the units that we issued in the July private placement. We have also agreed to register for resale the shares issuable on exercise of the warrant component of the units at a later date and we also plan to register for resale an aggregate of 229,700 shares underlying the finder warrants we issued as partial compensation to one of the finders in the transaction.

Resales of Allied Nevada Shares Issued to Vista Shareholders Pursuant to the Arrangement

Securities of Allied Nevada received by a holder who is an “affiliate” of Vista or Allied Nevada after the Arrangement or was an “affiliate” of Vista or Allied Nevada prior to the Arrangement are subject to certain restrictions on resale imposed by the Securities Act. As defined in Rule 144 under the Securities Act, an

“affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the issuer, and generally includes executive officers and directors of the issuer as well as principal shareholders of the issuer.

Persons who were not affiliates of Vista or Allied Nevada prior to the Arrangement and who are not affiliates of Vista and Allied Nevada after the Arrangement may resell the securities of Allied Nevada that they receive in connection with the Arrangement in the United States without restriction or registration under the Securities Act. Most of the 25,403,207 Allied Nevada shares distributed by Vista to its shareholders were issued to such persons and consequently may be resold without restriction or registration under the Securities Act. Persons who were affiliates of Vista or Allied Nevada prior to the Arrangement may not sell the securities of Allied Nevada that they received in connection with the Arrangement in the absence of registration under the Securities Act, unless an exemption or exclusion from registration is available, such as the exemptions contained in Rule 145(d) or the exclusion provided by Regulation S under the Securities Act for offshore resales.

Of the 12,000,000 shares issued to the Pescios, 7,800,000 were not registered for resale under the Securities Act and accordingly will remain restricted securities that may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including an exemption contained in Rule 144 under the Securities Act. In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, as that term is defined in Rule 144 under the Securities Act, who has beneficially owned shares for at least one year is entitled to sell, within any three-month period, a number of such shares that does not exceed the greater of one percent of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange or traded on the Nasdaq Stock Market, the average weekly trading volume of such securities during the four-week period preceding the date of sale, subject to specified restrictions on manner of sale, notice of sale, aggregation rules and the availability of current public information about Allied Nevada. In addition, Allied Nevada’s affiliates must comply with the restrictions and requirements of Rule 144, other than the one-year holding period requirement, in order to sell shares of common stock which are not restricted securities. Under Rule 144(k) as currently in effect, a person who is not an affiliate and has not been an affiliate for at least three months prior to the sale and who has beneficially owned shares for at least two years may resell such shares without compliance with the foregoing requirements. In meeting the currently applicable one-and two-year holding periods described above, a holder of shares can include the holding periods of a prior owner who was not an affiliate. The one-and two-year holding periods described above do not begin to run until the full purchase price or other consideration is paid by the person acquiring the shares from the issuer or an affiliate.

On November 15, 2007, the SEC adopted proposed revisions to Rule 144 that, among other things, will shorten the one-year holding period under Rule 144 to six months as to restricted securities issued by companies that are subject to the reporting requirements of the Exchange Act, such as Allied Nevada. Also pursuant to the amended provisions of Rule 144, following the six-month holding period but before one year after their acquisition of the securities, a person who is not an affiliate and has not been an affiliate for at least three months prior to the sale, will be able to make unlimited public resales under Rule 144 except that the current public information requirement will still apply. After the one-year holding period, such non-affiliates may make unlimited public resales under Rule 144 and need not comply with any other Rule 144 requirements. The current restrictions and requirements of Rule 144 will continue to apply to resales by affiliates with respect to restricted securities and non-restricted securities. As amended, Paragraph (k) of Rule 144 will be eliminated and the conditions that non-affiliates are required to meet for sale of their securities (discussed above) will be included under paragraph (b)(1) of the amended Rule 144. The revisions to Rule 144 will become effective on February 15, 2008.

Pursuant to the Arrangement Agreement, we agreed to use commercially reasonable efforts, as soon as possible following the closing of the Arrangement, to file a registration statement on Form S-1 with the SEC registering 35% of the Allied Nevada shares issued to the Pescios as part of the Arrangement (representing 4,200,000 shares) for resale. On July 27, 2007, we filed with the SEC a registration statement on Form S-1 to register for resale an aggregate 7,896,000 shares including 4,200,000 of the shares that had been issued to the Pescios in connection with the Arrangement. This registration statement was declared effective by the SEC on August 7, 2007. We agreed to use our best efforts to cause the registration statement to become effective and to keep the registration statement effective and available for use by the Pescios, subject to the following restrictions:

In addition, the Pescios and Allied Nevada agreed that in the event that the Pescios, at or before the closing of the Arrangement, provided a direction to Allied Nevada to deliver any of the Allied Nevada shares issuable to the Pescios pursuant to the Arrangement Agreement to Robert Lipsett and Greg Hryhorchuk or transfer any of such shares to Robert Lipsett or Greg Hryhorchuk at the closing of the Arrangement, Vista, the Pescios, and Allied Nevada would cooperate to effect such transaction provided that prior to the issuance each such transferee made certain representations to Allied Nevada with respect to (i) “accredited investor” status, (ii) investment suitability, (iii) access to information, (iv) opportunity to ask questions, (v) absence of advertising, (vi) investment intent, and (vii) transfer restrictions, and agreed that such transferee:

Immediately after the closing of the Arrangement, the Pescios transferred an aggregate 2,700,000 shares of Allied Nevada common stock to Robert Lipsett and Greg Hryhorchuk and the parties entered into an agreement with the provisions listed above. By mutual consent of the parties, that agreement was terminated effective November 27, 2007. Included in the Registration Statement on Form S-1 referenced above, we also registered for resale under the Securities Act an aggregate 945,000 of the transferred shares (since sold pursuant to above waivers by Allied Nevada) in addition to the 3,255,000 of the Pescios’ shares that were registered for resale.

In addition, Allied Nevada agreed to use commercially reasonable efforts to complete an equity financing of no less than $15 million as soon as practical after the closing of the Arrangement. We met this requirement on July 16, 2007, with the completion of a private placement financing in which we sold and issued a total of 3,696,000 units for total gross proceeds of CDN$17,000,000, or approximately $16.3 million based on the U.S./Canadian dollar exchange rate on the closing date. Each unit was comprised of one share of common stock and one common share purchase warrant. We also issued as a finder’s fee 114,850 warrants, each such warrant exercisable for one unit for a period of two years from closing at an exercise price of CDN$4.60. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Position, Liquidity and Financial Resources — Financing Activities.”

By mutual consent, effective December 17, 2007, the parties to the Arrangement Agreement terminated that agreement, as the provisions that were operative prior to the completion of the Arrangement (see “Business — History of Allied Nevada”), as well as our post-Arrangement financing and share registration obligations as described above, had been satisfied or fulfilled. The parties agreed that following termination of the Arrangement Agreement, we would remain subject to the following obligations as previously set forth under the terms of the Arrangement Agreement, relating to: (i) maintaining effectiveness of the Registration Statement on Form S-1 referenced above; (ii) maintaining adequate current public information with respect to Allied Nevada as contemplated by Rule 144 under the Securities Act, for so long as required in connection with resales by the Pescios, their transferees or certain affiliates with respect to sales of our common stock received in the Arrangement; (iii) facilitating removal of restrictive legends from shares received in the Arrangement by the Pescios or their transferees, with respect to resales made by them pursuant to Rule 144 or any registration statement; and (iv) affirming that the Pescios are entitled to all payments whenever made with respect to amounts due and payable to them before the completion of the Arrangement, in respect of the Pescio Nevada Assets.

Under the terms of the subscription agreement in connection with the foregoing private placement, in addition to agreeing to register for resale the 3,696,000 shares of common stock that comprised part of the 3,696,000 units, we also agreed to prepare and file with the SEC a registration statement covering the resale of all of the common shares issuable on exercise of the warrants. We agreed to file this registration statement with the SEC no later than six months after the SEC declared effective the Registration Statement on Form S-1 referenced above, which occurred on August 7, 2007. We also plan to register for resale an aggregate 229,700 shares underlying the finder warrants we issued as partial compensation to one of the finders in the transaction.

In addition to the Registration Statement on Form S-1, of which this prospectus is a part, and the Registration Statement on Form S-1 referenced above that we were obligated to file pursuant to the Arrangement Agreement and also to satisfy certain share registration obligations in connection with our July 2007 private placement, we have filed a Registration Statement on Form S-8 to register under the Securities Act, an aggregate of 3,619,550 Allied Nevada shares issuable upon the exercise of Allied Nevada options and Allied Nevada Special Options. That registration statement became effective upon filing, and shares covered by it, to the extent issued, are eligible for sale in the public market except as to shares held by affiliates of Allied Nevada which will be subject to the restrictions under Rule 144, other than holding period requirements. We will file a post-effective amendment to the foregoing Registration Statement on Form S-8 to register an additional 1,200,000 Allied Nevada shares issuable upon the exercise of Allied Nevada options, pursuant to the recent amendment to the Allied Nevada Stock Option Plan. We will also file a Registration Statement on Form S-8 to register under the Securities Act an aggregate of 1,200,000 shares of Allied Nevada common stock reserved for issuance under the Allied Nevada Restricted Share Plan.

Certain United States Federal Income Tax Consequences of the Ownership and Disposition of Allied Nevada Common Stock for Persons Other Than U.S. Holders*

NOTICE PURSUANT TO IRS CIRCULAR 230: NOTHING CONTAINED IN THIS SUMMARY CONCERNING ANY U.S. FEDERAL TAX ISSUE IS INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED, BY A U.S. HOLDER (AS DEFINED BELOW), FOR THE PURPOSE OF AVOIDING U.S. FEDERAL TAX PENALTIES UNDER THE CODE (AS DEFINED BELOW). THIS SUMMARY WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED BY THIS PROSPECTUS. EACH U.S. HOLDER SHOULD SEEK U.S. FEDERAL TAX ADVICE, BASED ON SUCH U.S. HOLDER’S PARTICULAR CIRCUMSTANCES, FROM AN INDEPENDENT TAX ADVISOR.

The following discussion of certain of the anticipated material U.S. federal income tax considerations arising from and relating to the ownership and disposition of shares of Allied Nevada common stock is for general information only, and does not purport to be a complete analysis or listing of all U.S. federal income tax consequences that may apply to a Non-U.S. Holder of Allied Nevada shares.

This summary is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”); Treasury Regulations, proposed, temporary and final, issued under the Code; and judicial and administrative interpretations of the Code and Treasury Regulations, in each case as in effect and available as of the date of this prospectus. The Code, Treasury Regulations and judicial and administrative interpretations thereof, however, may change at any time, and any change could be retroactive to the date of this prospectus. The Code, Treasury Regulations and judicial and administrative interpretations thereof are also subject to various interpretations, and the U.S. Internal Revenue Service (the “IRS”) or the U.S. courts could later disagree with the explanations or conclusions contained in this summary.

A “Non-U.S. Holder” is a beneficial owner of Allied Nevada shares other than a U.S. Holder. For purposes of this summary, a “U.S. Holder” is a beneficial owner of Allied Nevada shares that, for U.S. federal income tax purposes, is: a citizen or resident of the U.S., including some former citizens or residents of the U.S.; a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or any state thereof, including the District of Columbia; an estate if its income is subject to U.S. federal income taxation regardless of its source; or a trust if it has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if a U.S. court can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of its substantial decisions. If a partnership, or other entity taxed as a partnership for U.S. federal income tax purposes, holds the Allied Nevada shares, the U.S. federal income tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. Partnerships that hold the Allied Nevada shares, and partners in such partnerships, are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of holding the Allied Nevada shares.

The following discussion is a summary of the anticipated material U.S. federal income tax consequences arising from and relating to the ownership and disposition of Allied Nevada shares that are generally applicable to Non-U.S. Holders of Allied Nevada shares.

The following discussion of the anticipated material U.S. federal income tax considerations arising from and relating to the disposition of Allied Nevada shares is for general information only, and does not purport to be a complete analysis or listing of all U.S. federal income tax consequences that may apply to a Non-U.S. Holder of Allied Nevada shares. Non-U.S. Holders of Allied Nevada shares are strongly urged to consult their own tax advisors to determine the particular tax consequences to them of the disposition of Allied Nevada shares and any other U.S tax matters that may be relevant in regard to their Allied Nevada shares, including the application and effect of U.S. federal, state, local, and other tax laws.

The U.S. federal income tax consequences to the following persons (including persons who are Non-U.S. Holders) are not addressed in this summary, and the following persons are accordingly urged to consult with their own tax advisors regarding the U.S. federal income tax consequences to them of a disposition of Allied Nevada shares: (a) Allied Nevada, (b) persons who are subject to special U.S. federal income tax treatment such as financial institutions, real estate investment trusts, tax-exempt organizations, qualified retirement plans, individual retirement accounts, regulated investment companies, insurance companies, dealers in securities or currencies, or traders in securities that elect to apply a mark-to-market accounting method, (c) persons who acquired Allied Nevada shares pursuant to an exercise of employee stock options or rights or otherwise as compensation for services, (d) persons who hold Allied Nevada shares as part of a position in a straddle or as part of a hedging or conversion transaction and (e) persons who own their Allied Nevada shares other than as a capital asset as defined in the Code.

U.S. Tax Consequences to Non-U.S. Holders of Disposition of Allied Nevada Common Stock Generally

The U.S. does not tax non-resident aliens on their U.S. capital gains from stock unless they are in the U.S. for more than 183 days in the tax year in which the gain is realized and recognized or the gains are effectively connected with a U.S. trade or business. If the non-resident alien is within the U.S. for more than 183 days in the tax year in which the gain is realized and recognized and the gains are not effectively connected with a U.S. trade or business, the gains are subject to withholding at a 30% or lower treaty rate. If the gains are effectively connected with a U.S. trade or business, they are taxed at graduated individual or corporate rates.

Allied Nevada is likely to be a United States Real Property Holding Corporation (“USRPHC”) as defined in Section 897(c)(2) of the Code. A USRPHC is treated as a U.S. real property interest (“USRPI”) and gain or loss from the disposition of a USRPI is generally treated as gain which is effectively connected with a U.S. trade or business. However, Section 897(c)(3) of the Code provides that shares of a class of stock that is regularly traded on an established securities market shall be treated as a USRPI only in the case of a person who holds (or held within 5 years previously) more than 5% of such class of stock. Attribution rules apply in determining whether the 5% threshold has been passed, but it appears likely that the Allied Nevada shares will be regularly traded on an established securities market immediately after the Distribution and that few, if any, Non-U.S. Holders will own as much as 5% of the Allied Nevada shares. Consequently, it is unlikely that the Allied Nevada shares will be treated as a USRPI in the hands of most Non-U.S. Holders unless additional Allied Nevada shares are acquired by the Non-U.S. Holder or some event occurs which would cause Allied Nevada shares to cease to be regularly traded on an established securities market.

U.S. Tax Consequences to Non-U.S. Holders of Allied Nevada Common Stock of Dividends and Other Distributions

Distributions by Allied Nevada to its shareholders with respect to stock are treated first as dividends to the extent that Allied Nevada has current or accumulated earnings and profits, then by the shareholder as return of capital to the extent of the shareholder’s adjusted basis for its Allied Nevada shares and thereafter as gain from sale or exchange of the shareholder’s Allied Nevada shares (See “U.S. Tax Consequences to Non-U.S. Holders of Disposition of Allied Nevada shares Generally” and “U.S. Real Property Holding Corporation Status of Allied Nevada”). The dividend component of any such distribution is treated as United States source gross income for Non-U.S. Holders of Allied Nevada shares, and they will be subject to withholding under Section 1441 of the Code with respect to so much of the distribution as is treated as a dividend. The withholding rate is generally 30%, but may be reduced pursuant to a treaty. The Canada/U.S. Tax Treaty currently provides for a withholding rate of 15% on dividends generally. In the unlikely event the Allied Nevada shares are a USRPI (See “U.S. Real Property Holding Corporation Status of Allied Nevada”), a 10% withholding tax may be imposed on the gain component of any such distribution. Non-U.S. Holders may be required to provide specific documentation to claim a treaty exemption or other relief or to avoid withholding with respect to the entire distribution.

U.S. Estate and Gift Tax Consequences of Transfers of Allied Nevada Common Stock

Shares of stock of a company incorporated in the United States such as Allied Nevada are considered U.S. situs property for U.S. estate tax purposes and will be subject to U.S. estate tax if they are owned by an individual Non-U.S. Holder at the death of the Non-U.S. Holder. The U.S. has estate tax treaties with many countries, including Canada, which may effect the situs, and the U.S. taxability of the Allied Nevada shares, for U.S. estate tax purposes. It should be noted that the U.S.-Canada estate tax treaty provides that shares of stock of a company have a situs where the company is incorporated and does not alter the statutory result. However, since estate and gift tax rules are extremely complex and results may vary depending on how the shares are owned, the origin of ownership, the mode of ownership and other interests of the decedent as well as other circumstances, each Non-U.S Holder of Allied Nevada shares should consult an independent tax advisor with respect to U.S. estate and gift tax consequences applicable to ownership of Allied Nevada shares in his or her circumstances. U.S. estate tax is imposed using a progressive rate schedule with the highest marginal rate currently being 46%. Although the effect of the tax may be largely mitigated or eliminated by double taxation credit relief in the decedent’s home country, many taxpayers do not find this relief satisfactory and seek to avoid the tax by holding their shares in U.S. corporations through non-U.S. corporations which will not result in U.S. estate tax on the beneficial shareholder’s death.

SINCE THE U.S. ESTATE TAX CONSEQUENCES ARISING FROM THE DEATH OF AN ALLIED NEVADA SHAREHOLDER MAY BE SEVERE EACH NON-U.S. HOLDER SHOULD ADDRESS THIS AS PART OF THE SHAREHOLDER’S ESTATE PLAN AND OBTAIN THE ADVICE OF A COMPETENT INDEPENDENT TAX ADVISOR.

Non-U.S. Holders of Allied Nevada shares who are individuals are generally not subject to the federal gift tax on transfers of intangible personal property such as the Allied Nevada shares.

THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED TO BE, LEGAL, BUSINESS OR TAX ADVICE TO ANY PARTICULAR SECURITYHOLDER. EACH NON-U.S. HOLDER SHOULD SEEK U.S. FEDERAL TAX ADVICE, BASED ON SUCH NON-U.S. HOLDER’S PARTICULAR CIRCUMSTANCES, FROM AN INDEPENDENT TAX ADVISOR.

In the opinion of Cassels Brock & Blackwell LLP, counsel to the Company, the following is a summary, as of the date hereof, of the principal Canadian federal income tax considerations generally applicable to the acquisition, holding and disposition of Allied Nevada shares by a holder of Allied Nevada shares who acquires Allied Nevada shares pursuant to this prospectus and who, at all relevant times for purposes of the Income Tax Act (Canada) and the regulations thereunder, as amended (the “Tax Act”), (1) is, or is deemed to be, resident in Canada, (2) holds the Allied Nevada shares as capital property, (3) deals at arm’s length with the Company and (4) is not affiliated with the Company. A holder’s Allied Nevada shares generally will be considered to be capital property of the holder, provided the holder does not hold the shares in the course of carrying on a business or as part of an adventure or concern in the nature of trade. This summary does not address all issues relevant to holders of Allied Nevada shares who acquire their Allied Nevada shares on the exercise of an employee stock option. Such holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act, and counsel’s understanding of the current administrative and assessing practices and policies of the Canada Revenue Agency (“CRA”) published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. Except for the Proposed Amendments, this summary does not otherwise take into account or anticipate any changes in law or administrative or assessing practice whether by legislative, governmental, regulatory, or judicial action or decision, nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may be different from those discussed herein.

This summary is not applicable to (i) a holder of Allied Nevada shares that is a “financial institution” (for purposes of the “market-to-market rules”) or a “specified financial institution” as such terms are defined in the Tax Act, (ii) a holder of Allied Nevada shares an interest in which is a “tax shelter” investment as defined in the Tax Act, (iii) a holder of Allied Nevada shares with respect to whom the company is a “foreign affiliate” of such holder for the purposes of the Tax Act, or (iv) a holder to whom the functional currency reporting rules contained in subsection 261(4) of the Tax Act apply. Such shareholders should consult their own tax advisors.

This summary is of a general nature only, and is not, and is not intended to be, legal, or tax advice to any particular holder of Allied Nevada shares. This summary is not exhaustive of all Canadian federal income tax consideration. Accordingly, holders of Allied Nevada shares should consult their own tax advisers having regard to their own particular circumstances.

For purposes of the Tax Act, all amounts relative to the acquisition, holding or disposition of Allied Nevada shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars subject to certain exceptions prescribed in the Tax Act. Amounts denominated in United States dollars must be converted into Canadian dollars using the rate of exchange quoted by the Bank of Canada at noon on the day in which the amount first arose or such other rate as is acceptable to the Canadian Minister of National Revenue.

A holder of Allied Nevada shares will be required to include in income the full amount of any dividends received or deemed to be received on the holder’s Allied Nevada shares, including amounts deducted for foreign withholding tax, if any. For an individual (including a trust) the gross-up and dividend tax credit rules in the Tax Act will not apply to such dividends. A holder of Allied Nevada shares that is a corporation will not be entitled to deduct the amount of such dividends in computing its taxable income. A holder of Allied Nevada shares that is throughout the year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay

an additional refundable tax of (the “Refundable Part IV Tax”) 6²/3 % on its “aggregate investment income” (as defined in the Tax Act) for the year, which will include such dividends.

Foreign withholding tax payable by a holder in respect of dividends received on the Allied Nevada shares may be eligible for a foreign tax credit or deduction subject to the detailed rules and limitations in the Tax Act. Holders should consult their own tax advisors with respect to the availability of a foreign tax credit or deduction, having regard to their own particular circumstances.

A holder of Allied Nevada shares that disposes or is deemed to dispose of Allied Nevada shares in a taxation year generally will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the Allied Nevada shares, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to such holder of Allied Nevada shares, determined immediately before the disposition.

Generally, a holder of Allied Nevada shares will be required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by such holder in that year. Subject to and in accordance with the provisions of the Tax Act, such holder will be required to deduct one half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by such holder in the year. Allowable capital losses in excess of taxable capital gains realized in any taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years.

The amount of any capital loss realized by a holder of Allied Nevada shares that is a corporation on the disposition or deemed disposition of Allied Nevada shares may be reduced by the amount of any dividends received or deemed to be received by it on such shares or shares substituted for such shares to the extent and under the circumstances prescribed by rules in the Tax Act. Similar rules may apply where Allied Nevada shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Such holders should consult their own advisors regarding these rules.

A holder of Allied Nevada shares that is throughout the year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay the Refundable Part IV Tax on its “aggregate investment income” for the year, which will include taxable capital gains.

Foreign taxes, if any, levied on any gain realized on the disposition of the Allied Nevada shares may be eligible for a foreign tax credit or deduction under the Tax Act to the extent and under the circumstances described in the Tax Act. Holders should consult their own tax advisors with respect to the availability of a foreign tax credit or deduction, having regard to their own particular circumstances.

A capital gain realized, or a dividend received, by a holder of Allied Nevada shares who is an individual or a trust, (other than certain specified trusts) may give rise to liability for alternative minimum tax under the Tax Act.

Bill C-10 which received second reading in the Canadian Senate on December 4, 2007, contains provisions that relate to the income tax treatment of investments by Canadian residents in non-resident entities that constitute “foreign investment entities” (“FIEs”) applicable for taxation years commencing after 2006 (the “FIE Proposals”). In general terms, the FIE Proposals would apply to require a holder that holds a “participating interest” (that is not an “exempt interest”) in a FIE to include in income for each taxation year an amount of

income or gains computed in accordance with the FIE Proposals, regardless of whether the holder actually receives any income or realizes any gains. For purposes of the FIE Proposals, the Allied Nevada shares would constitute a “participating interest” in the Company.

The FIE Proposals are exceedingly complex, have been subject to extensive commentary and amendment and their application is unclear in many circumstances. No assurance can be given that the FIE Proposals will be enacted in the form anticipated or at all.

The meanings of the terms and phrases in quotation marks below as used in the FIE Proposals may depart significantly from their ordinary meanings. Further, there are circumstances in which the FIE Proposals may not be applicable that are not described below.

The FIE Proposals will apply for a taxation year of a holder of an Allied Nevada share if:

Where the FIE Proposals apply for a taxation year of a holder of an Allied Nevada share, such holder will be required to include in income for that year an amount determined, in general terms, by applying a prescribed interest rate to the holder’s “designated cost” of the Allied Nevada share at the end of each month ending in the holder’s taxation year, unless the holder makes a valid election to use either the “mark-to-market” method or the “accrual” method. In certain limited circumstances, where a holder of Allied Nevada shares makes a valid election to use the “market-to-market” method, such holder will be required to include in income for that year any gains or losses accrued on the Allied Nevada shares for the year. Where a holder of Allied Nevada shares makes a valid election to use the “accrued” method, such holder will be required to include in income for that year the holder’s proportionate share of Allied Nevada’s income (or loss) for the year calculated using Canadian tax rules. The holder must include in income the amount so determined notwithstanding that the holder may not have received any corresponding cash distribution from the Company.

A determination as to whether the Company is a FIE must be made at the end of each taxation year of the Company. Generally, the Company will be deemed to be a FIE at that time unless either (a) the “carrying value” of its “investment property” is not greater than one-half of the “carrying value” of all of its property, or (b) throughout the taxation year its principal undertaking was the carrying on of a business that is not an “investment business”. The FIE Proposals contain specific consolidation rules as well as other rules for the purposes of applying these tests. No assurances can be given whether the Company will or will not be a FIE at the end of any taxation year of the Company.

Even if the Company is a FIE for the purposes of the FIE proposals at the end of its taxation year, the FIE Proposals will not apply in a taxation year of a holder of Allied Nevada shares if, at the end of the taxation year of the Company that ends in the holder’s taxation year, the Allied Nevada shares are an “exempt interest” to such holder.

Generally, the Allied Nevada shares will constitute an “exempt interest” to a holder at a particular time if:

The determination of whether a holder will have a “tax avoidance motive” in respect of the Allied Nevada shares within the meaning of the FIE Proposals will depend upon the particular circumstances of the holder. Holders should consult their own tax advisors regarding the determination of whether they have such a “tax avoidance motive.”

The FIE Proposals generally provide that a taxpayer has a “tax avoidance motive” in respect of a property only it if it is reasonable to conclude that among the main reasons for the holder acquiring, holding or having such property include:

Generally, Allied Nevada shares will qualify as an “arm’s length interest” at any time in respect of a holder for purposes of the FIE Proposals provided that at that time (i) it is reasonable to conclude that there are at least 150 persons each of which holds at that time Allied Nevada shares having a total fair market value of at least Cdn. $500 or the Allied Nevada shares are listed and trade on a “designated stock exchange” in the period prescribed in the Tax Act; (ii) it is reasonable to conclude that the Allied Nevada shares can normally be acquired and sold by members of the public in the open market, and (iii) the aggregate fair market value, at that time, of the Allied Nevada shares that are held by the holder, or an entity or individual with whom the holder does not deal at arm’s length, does not exceed 10% of the fair market value of all of the Allied Nevada shares held by an entity or individual at that time. No assurances can be given that the Allied Nevada shares will qualify as an “arm’s length interest” to a particular holder at any time in the future.

Because a determination of the application of the FIE Proposals depends on numerous factual criteria and can change from time to time, no determination of general application can be provided. Thus holders are urged to consult their own tax advisors.

In general, a “specified Canadian entity”, as defined in the Tax Act, for a taxation year or fiscal period whose total cost amount of “specified foreign property”, as defined in the Tax Act, at any time in the taxation year or fiscal period exceeds Cdn. $100,000, is required to file an information return for the year or fiscal period disclosing prescribed information, including the cost amount and any income in the taxation year (which includes any dividends received in the year and any gains or losses realized in the year) in respect of such property. With some exceptions, a taxpayer resident in Canada, other than a corporation or a trust exempt from tax under Part I of the Tax Act, in the year will be a “specified Canadian entity.” The Allied Nevada shares will be “specified foreign property” to a holder. The reporting rules in the Tax Act are complex and this summary does not purport to explain all circumstances in which reporting may be required by an investor. Accordingly, holders should consult their own tax advisors regarding compliance with these rules.

Provided that the Allied Nevada shares are listed on a “designated stock exchange” (which currently includes the TSX and AMEX) as defined in the Tax Act, Allied Nevada shares would, if issued on the date hereof, be qualified investments under the Tax Act for trusts governed by a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan, registered education savings plan and registered disability savings plan.

Pursuant to the terms and conditions of an Underwriting Agreement dated ·, 2008 among Allied Nevada and the Underwriters, Allied Nevada has agreed to issue and sell, and the Underwriters have agreed to purchase, · shares of common stock on the closing date of the Offering, which is expected to be on or about · 2008 or such other date as may be agreed upon by Allied Nevada and the Underwriters, but in any event not later than ·, 2008, subject to the conditions stipulated in the Underwriting Agreement, at a price of CDN$· per share, payable in cash against delivery of certificates representing the shares of common stock, in the number of shares of common stock set forth opposite the Underwriter’s name:

The shares of common stock are being offered concurrently in the United States and in each of the provinces of Canada other than Quebec. Subject to applicable law, the Underwriters or their affiliates may offer the shares of common stock for sale outside of the United States or Canada.

The terms of the Offering, including the Offering Price, were determined by negotiation among Allied Nevada and the Underwriters in the context of prevailing market conditions.

The Underwriting Agreement provides for payment by Allied Nevada of a fee to the Underwriters equal to ·% of the gross proceeds raised in the Offering, which represents a fee of CDN$· per share of common stock for an aggregate fee of CDN$· . Allied Nevada has also granted the Underwriters an Over-Allotment Option, exercisable not later than 30 days after the Closing Date, to purchase that number of additional shares of common stock which is equal to 15% of the number of shares of common stock sold in the Offering, at the Offering Price. The Over-Allotment Option is exercisable in whole or in any part only for the purpose of covering over-allotments, if any, made by the Underwriters in connection with the Offering and for market stabilization purposes. This prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the shares of common stock issuable on exercise of the Over-Allotment Option.

The following table summarizes the compensation payable by Allied Nevada to the Underwriters in connection with the Offering:

The Company estimates that its total expenses of the Offering will be CDN$·. The Company has agreed to reimburse the Underwriters for certain of its expenses relating to the Offering.

The shares of common stock are being offered to the public concurrently in all of the provinces of Canada except Quebec, and in the United States. The shares of common stock will be offered in Canada and the United States by the Underwriters either directly or through their U.S. registered broker-dealer affiliates or agents, as applicable. The Underwriters may offer the shares of common stock for sale in jurisdictions outside of Canada and the United States provided such offer and sale will not require Allied Nevada to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. You should be aware that the laws and practices of certain countries require investors to pay stamp taxes and other charges in connection with purchases of securities.

The obligations of the Underwriters under the Underwriting Agreement may be terminated upon the occurrence of certain stated events. Subject to the above, the Underwriters are severally obligated to take up and pay for all shares of common stock they have obliged themselves to purchase if any of the shares of common stock are purchased under the Underwriting Agreement. The Underwriting Agreement also provides that Allied Nevada will indemnify the Underwriters against certain liabilities and expenses, including liability under applicable securities laws, or contribute to payments the Underwriters may be required to make in respect thereof. The closing of the Offering is conditional upon the receipt of an opinion from the Financial Industry Regulatory Authority, Inc. that it has no objection to the proposed underwriting terms among Allied Nevada and the Underwriters, as set forth in the Underwriting Agreement.

The public offering price for the shares of common stock offered in Canada and in the United States is payable in Canadian dollars only.

Allied Nevada has agreed that it will not, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC, a registration statement under the Securities Act or a prospectus under applicable Canadian securities legislation relating to, the sale by the Company of any shares of common stock or securities convertible into or exchangeable for any of the shares of common stock without the prior written consent of the Underwriters for a period of 90 days after the date of the Underwriting Agreement, except for grants of employee stock options by the Allied Nevada or issuances of the shares of common stock pursuant to the exercise of employee stock options previously granted by Allied Nevada and outstanding on the date hereof.

Pursuant to rules and policy statements of certain Canadian provincial securities commissions, the Underwriters may not, throughout the period of distribution, bid for or purchase shares of common stock for their own account or for accounts over which they exercise control or direction. The foregoing restriction is subject to exceptions, on the condition that the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, the shares of common stock. These exceptions include bids or purchases permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by Market Regulation Services Inc. relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. Subject to the foregoing, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the shares of common stock at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time.

The rules of the SEC may limit the ability of the Underwriters to bid for or purchase shares of common stock before the distribution of the shares of common stock in the Offering is completed. However, the Underwriters may engage in the following activities in accordance with the rules:

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of preventing or mitigating a decline in the market price of the common stock, and may cause the price of the common stock to be higher than would otherwise exist in the open market absent such stabilizing activities. As a

result, the price of the common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the AMEX, the TSX or otherwise and, if commenced, may be discontinued at any time.

Subscriptions for shares of common stock will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Certificates evidencing the shares of common stock will be available for delivery on the closing date of the Offering.

The underwriters and their affiliates have in the past and may in the future provide various financial advisory, investment banking and commercial banking services for us and our affiliates in the ordinary course of business for which they have received and will receive customary fees and commissions.

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of securities described in this prospectus may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the securities that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of securities may be offered to the public in that relevant member state at any time:

Each purchaser of securities described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For purposes of this provision, the expression an “offer to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

The sellers of the securities offered hereby have not authorized and do not authorize the making of any offer of the securities through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the securities as contemplated in this prospectus. Accordingly, no purchaser of the securities, other than the underwriters, is authorized to make any further offer of the securities on behalf of the sellers or the underwriters.

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment

professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

The validity of the common stock being offered hereby will be passed upon for Allied Nevada Gold Corp. by Burns & Levinson LLP of Boston, Massachusetts. Certain legal matters in connection with the offering will be passed upon for the underwriters by Dorsey & Whitney LLP, Seattle, Washington. Certain matters regarding Canadian law will be passed upon for us by Cassels Brock & Blackwell LLP, and for the underwriters by Heenan Blaikie LLP. Cameron A. Mingay, a partner with Cassels Brock & Blackwell LLP, serves as a director of Allied Nevada. As at the date hereof, the partners and associates of Cassels Brock & Blackwell LLP, as a group, and the partners and associates of Heenan Blaikie LLP, as a group, beneficially own directly or indirectly less than 1% of our common stock.

PricewaterhouseCoopers LLP, independent registered public accounting firm, has audited the consolidated financial statements of the Nevada-based business of Vista Gold Corp. (“Vista Nevada”) as of December 31, 2006, 2005 and 2004 and for each of the three years ended December 31, 2006, 2005 and 2004, as set forth in their report thereon. We have included the financial statements of Vista Nevada in this prospectus and elsewhere in this registration statement in reliance on the report of PricewaterhouseCoopers LLP, given on their authority as experts in accounting and auditing.

Scott E. Wilson Consulting, Inc., a mineral industry consulting firm, performed an independent feasibility study entitled the “Updated Technical Report — Hycroft Mine”. As at the date hereof, Mr. Wilson beneficially owns directly or indirectly less than 1% of our common stock.

We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file with the SEC at the public reference facilities the SEC maintains at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the operation of the public reference room. Our SEC filings are also available at the SEC’s http://website at www.sec.gov.

This prospectus is part of a registration statement that we filed with the SEC. The registration statement contains more information than this prospectus regarding us and the securities, including certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC at the above address or from the SEC’s Internet site.

Our world wide web address is http://www.alliednevada.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this document. Our web address is included in this document as an inactive textual reference only.

Allied Nevada Gold Corp. was incorporated under the laws of Delaware on September 14, 2006 and until May 10, 2007 was a wholly-owned subsidiary of Vista Gold Corp., a corporation incorporated under the laws of the Yukon Territory, Canada. Our registered and records office is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, U.S.A. and our head office is located at 9604 Prototype Court, Reno, Nevada 89521, U.S.A. The Company has the following subsidiaries:

The material contracts entered into by us or any of our subsidiaries during the two year period prior to the date hereof or which will be entered into prior to the closing of this offering, other than contracts entered into in the ordinary course of business, are as follows:

1. Underwriting Agreement dated ·, 2008 among us and the underwriters relating to the public offering of the shares of our common stock;

2. Arrangement and Merger Agreement, as amended, dated as of September 22, 2006 by and among the parties named therein;

Copies of these agreements, together with certain other contracts filed as exhibits to our Registration Statement on Form S-1, may be examined at the offices of Cassels Brock & Blackwell LLP during normal business hours during the course of the distribution to the public of the shares of our common stock pursuant to this offering and for a period of 30 days thereafter or may be viewed at http://www.sec.gov as exhibits to our Registration Statement on Form S-1.

The financial statements included in this prospectus have been prepared in accordance with U.S. generally accepted accounting principles, which differ in certain material respects from Canadian generally accepted accounting principles. As we are considered an “SEC issuer” (within the meaning of National Instrument 52-107 under Canadian securities laws), we are not required to provide, and have not provided, a reconciliation of our financial statements to Canadian generally accepted accounting principles.

In the opinion of Cassels Brock & Blackwell LLP, Canadian counsel to the Company, and Heenan Blaikie LLP, Canadian counsel to the Underwriters, the shares of common stock listed on the Toronto Stock Exchange will be qualified investments for a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered education savings plan or a deferred profit sharing plan under the Income Tax Act (Canada) and the regulations thereunder. The foregoing opinions assume that there will be no changes in the applicable legislation currently in effect prior to the date of issue of the shares of common stock.

We are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or reside outside of Canada. Although we have appointed Cassels Brock & Blackwell LLP as our agent for service of process in Canada, it may not be possible for investors to collect from us judgements obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser; provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

The Company’s auditors are Ehrhardt Keefe Steiner Hottman PC, certified public accountants, located at 7979 E. Tufts Avenue, Suite 400, Denver, Colorado 80237-2843. The partners and associates of Ehrhardt Keefe Steiner Hottman as a group, do not beneficially own, directly or indirectly any of the outstanding shares of common stock of the Company.

The Company’s transfer agent and registrar for the common stock is Computershare Trust Company, N.A. at its principal offices in Canton, Massachusetts, and its co-transfer agent and registrar is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto, Ontario.

VISTA GOLD CORP. — Nevada exploration properties (An Exploration Stage Enterprise)

We have audited the accompanying balance sheets of the Nevada-based business of Vista Gold Corp. as of December 31, 2006, 2005 and 2004, and the related statements of loss and cash flows for each of the three years ended December 31, 2006, 2005 and 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Nevada-based business of Vista Gold Corp. at December 31, 2006, 2005, and 2004, and the results of its operations and its cash flows for each of the three years ended December 31, 2006, in conformity with generally accepted accounting principles in the United States.

VISTA GOLD CORP. — Nevada exploration properties (An Exploration Stage Enterprise)

The accompanying notes are an integral part of these consolidated financial statements.

VISTA GOLD CORP. — Nevada exploration properties (An Exploration Stage Enterprise)

The accompanying notes are an integral part of these consolidated financial statements.

VISTA GOLD CORP. — Nevada exploration properties (An Exploration Stage Enterprise)

The accompanying notes are an integral part of these consolidated financial statements.

On September 22, 2006, Vista Gold Corp. (“Vista”) entered into an arrangement and merger agreement (the “Arrangement Agreement”), with Janet and Carl Pescio (together, the “Pescios”), pursuant to which Vista will transfer its existing Nevada properties into a recently incorporated company, Allied Nevada Gold Corp. (“Allied Nevada”) that will concurrently acquire the Nevada mineral assets of the Pescios (the “Distribution”). Under the Distribution, Vista’s shareholders will exchange their current common shares of Vista for common shares of Allied Nevada and new common shares of Vista. Holders of Vista options will exchange their options of Vista for options to acquire shares of Allied Nevada and options to acquire new common shares of Vista. Each holder of warrants of Vista will have their warrants adjusted in accordance with their terms.

Vista Gold Corp. — Nevada exploration properties, (the “Company”) representing the Nevada business of Vista Gold includes only the net assets and results of operations and cash flows of Vista’s Nevada companies for purposes of these financial statements. The Company evaluates, acquires and explores gold exploration and potential development projects. As such, the Company is considered an Exploration Stage Enterprise. The Company’s approach to acquisitions of gold projects has generally been to seek projects within political jurisdictions with well established mining, land ownership and tax laws, which have adequate drilling and geological data to support the completion of a third-party review of the geological data and to complete an estimate of the gold mineralization. In addition, the Company looks for opportunities to improve the value of its gold projects through exploration drilling, and/or re-engineering the operating assumptions underlying previous engineering work.

Gold production has gradually declined since mining activities were suspended at the Hycroft Mine in 1998. Effective January 1, 2002, gold production is considered incidental. Based on that, management of the Company decided during 2003 that the Company was an Exploration-Stage Enterprise. For financial reporting purposes, commencing with the Company’s financial statements for the year ended December 31, 2003, the Company was characterized as an Exploration-Stage Enterprise and its consolidated statements of loss and cash flows include columns showing cumulative amounts during the exploration stage (i.e., from January 1, 2002, the effective date when gold production was considered incidental).

Although the Company has reviewed and is satisfied with the title for all mineral properties in which it has a material interest, there is no guarantee that title to such concessions will not be challenged or impugned.

The Company’s consolidated financial statements were prepared in connection with the Distribution. The consolidated financial statements reflect the consolidated historical results of loss, financial position and cash flows of Vista’s Nevada subsidiaries included in the Distribution for all periods presented using the continuity of interests method. Under this method, these consolidated financial statements are deemed to be a continuation of the business of the Vista Nevada exploration properties and so the assets and liabilities are reflected on a historical basis using the amounts previously presented in Vista’s consolidated financial statements. The assets and liabilities have been reflected in these consolidated financial statements on a historical basis, as prior to the Distribution all of these assets and liabilities presented were 100% owned by Vista.

Corporate overhead and general and administrative expenses have been allocated by Vista to the Company based on the ratio of the carrying amounts of mineral properties being transferred to the Company to the total carrying amount of mineral properties of Vista before the Distribution and management believes such allocations are reasonable. Also, all intercompany payables and receivables outstanding between the Company and Vista have been settled as part of Vista’s net investment and accordingly have been included in the Company’s consolidated balance sheets (See Note 13). However, the associated expenses recorded by the Company may not be indicative of the actual expenses that would have been incurred had the Company been operating as a separate, stand-alone public company for the periods presented and do not reflect the Company’s consolidated results of operations, financial position and cash flows had the Company been a stand-alone public company during the periods presented.

The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany transactions and balances have been eliminated. The Company’s subsidiaries and percentage ownership in these entities as of December 31, 2006 are:

For purposes of these statements, the Colorado properties owned by Victory Gold Inc. have not been included. The ownership of the Colorado properties will be retained by Vista.

The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include mine closure and reclamation obligations, useful lives for asset depreciation purposes and impairment of mineral properties. Actual results could differ from these estimates.

Gold production has gradually declined since mining activities were suspended at the Hycroft Mine in 1998. Effective at the beginning of fiscal 2002, gold production is considered incidental to the activities at the Hycroft Mine, and reporting the associated sales proceeds as revenue is no longer warranted. Accordingly, proceeds from gold sales are reported as income earned during exploration stage.

Cash and cash equivalents are considered to include cash on hand, demand balances held with banks, and certificates of deposit all with maturities of three months or less when purchased.

Supplies inventories are carried at the lower of average cost and net realizable value.

Mineral property acquisition costs are recorded at cost and are deferred until the viability of the property is determined. No properties have reached the development stage at this time. Exploration, mineral property evaluation, option payments, related acquisition costs for mineral properties acquired under an option agreement, general overhead, administrative and holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. When proven and probable reserves are determined for a property and a bankable feasibility study is completed, subsequent exploration and development costs on the property would be capitalized. If a project were to be put into production, capitalized costs would be depleted on the unit of production basis.

The Company is party to mineral property agreements that include provisions requiring the reimbursement by another party of its share of a project’s exploration costs to the Company. Costs reimbursed to the Company relate directly to exploration of the project and do not include any margin or mark-up of direct costs incurred. Accordingly, such reimbursements are netted against mineral property costs incurred by the Company on the related project.

Mineral property option payments are made at the discretion of the optionee and accordingly option amounts are accounted for on a cash basis or when receipt is reasonably assured.

Management regularly reviews the net carrying value of each mineral property under SFAS No. 144. Where information and conditions suggest impairment, estimated future net cash flows from each property are calculated using estimated future prices, proven and probable reserves and value beyond proven and probable reserves, and operating, capital and reclamation costs on an undiscounted basis. If it is determined that the future cash flows are less than the carrying value, a write-down to the estimated fair value is made with a charge to loss for the period. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered.

Management’s estimates of gold prices, recoverable proven and probable reserves, probable outcomes, operating capital and reclamation costs are subject to risks and uncertainties that may affect the recoverability of mineral property costs. Although management has made its best estimate of these factors based on current conditions, it is possible that changes could occur in the near term that could adversely affect management’s estimate of net cash flows expected to be generated and the need for possible asset impairment write-downs.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior undetected agreements or transfers and title may be affected by such defects.

Plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives, ranging primarily from three to ten years. Significant expenditures, which increase the life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. Upon sale or retirement of assets, the costs and related accumulated depreciation or amortization are eliminated from the respective accounts and any resulting gains or losses are reflected in operations.

The fair value of a liability for the Company’s legal obligations associated with the retirement of long-lived assets is recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset unless the asset has been previously written off, in which case the amount is expensed. The fair value of the legal obligation for asset retirement is assessed as the end of each reporting period.

Where the Company has an insurance policy in place to cover changes in the legal obligations associated with the retirement of long-lived assets which have previously been expensed, increases to the fair value of such obligations are recognized at the end of the period with a corresponding amount recorded as a non-current asset and the carrying value assessed where information or conditions suggest possible impairment.

Due to the fact that the Company had no shares outstanding at the date of these financial statements, loss per share data has not been presented.

Effective January 1, 2005, the Company adopted Financial Accounting Standard Board Interpretation (“FIN”) No. 46, Consolidation of Variable Interest Entities, which requires consolidation of entities in which the Company has a controlling financial interest. The Company has determined that it has no variable interest entities.

In accordance with U.S. GAAP (SFAS No. 123R), the fair value of all options granted by Vista after January 1, 2006 is calculated at the date of grant and expensed over the expected vesting period. Vista uses the Black-Scholes option pricing method of determining the fair value of the option on the date of grant. On transition to this new standard, the unvested portion of options granted to employees before January 1, 2006 is expensed over the remaining vesting period using the fair value on the date of grant. Previously, Vista recorded only those expenses associated with stock options granted to non-employees based upon the fair value on the earlier date of completion of performance or vesting of the options granted. Vista did not record any compensation cost on grants of stock options to employees and directors prior to January 1, 2006.

When an employee or non-employee is granted stock options, the fair value of the immediately vested portion is expensed and included within the stock options balance within equity. As to the options

vesting, the fair-value is amortized using the straight-line method over the vesting period and expensed on a monthly basis. When an employee or non-employee exercises stock options, then the fair-value of the options on the date of the grant is transferred to common stock. When options are cancelled, the vested fair-value balance of the stock options is transferred to contributed surplus. Forfeiture rates are estimated at the grant date based on historical experience. The fair value of options granted is adjusted to reflect expected forfeiture rates. When options expire, the related fair-value is transferred to contributed surplus.

The stock option expense determined by Vista has been allocated to Vista — Nevada exploration properties in the manner described in Note 1 and is recorded within general and administrative expenses in the Statement of Loss.

As of December 31, 2006, the Company has pledged cash as collateral totaling $5.3 million ($5.1 million as of December 31, 2005 and $5.0 million as of December 31, 2004) to the U.S. Bureau of Land Management, Nevada State Office, to cover increased reclamation cost estimates at the Hycroft Mine (Note 7 — Asset retirement obligation and closure costs). During the year ended December 31, 2006, the Company earned interest of $223,251 on the restricted cash account and during the years ended December 31, 2005 and December 31, 2004, the Company earned interest of $134,112 and $33,354 on the restricted cash account, respectively.

In December 2005, the Company’s subsidiary Victory Gold Inc. (“Victory Gold”) acquired all of the outstanding shares of F.W. Lewis, Inc., the assets of which include 55 mineral properties in Nevada and Colorado and the Hycroft production royalty. The acquisition was made by exercise of a purchase option originally held by Century Gold LLC (“Century Gold”) of Spring Creek, Nevada. Century Gold assigned the option to the Company’s subsidiary, Victory Gold, pursuant to an assignment and assumption agreement effective December 9, 2005. Under the terms of the assignment agreement, the Company paid Century Gold $150,000 in cash and also reimbursed Century Gold for the $250,000 it paid the owners of F.W. Lewis, Inc. toward the option exercise price of $5.1 million. In addition, Vista issued to Century Gold 250,000 common shares of Vista valued at $1.218 million. To complete the exercise of this option, Vista paid the owners of F.W. Lewis, Inc., the remaining $4.85 million of the outstanding purchase price. Century Gold retained a 100% interest in two properties and a 50% interest in two other properties. The 53 properties transferred to the Company include a total of 9,280 acres of patented and 11,616 acres of unpatented mineral claims, the majority having gold, silver or copper discoveries or old mines located on the properties.

F.W. Lewis, Inc. (now owned by the Company’s subsidiary Victory Gold) owns a production royalty interest in the Hycroft Mine. The production royalty (applying to approximately 70% of the reported reserves) is 5% Net Smelter Return (“NSR”) on gold and 7.5% NSR on other minerals, including silver. The production royalty on gold escalates on ore grades over 0.05 ounces per ton (opt) to a maximum of 10% NSR on ore grades over 0.14 opt. With the acquisition of F.W. Lewis, Inc., the Company is no longer subject to payment of this royalty to an outside party.

Included in the F.W. Lewis Inc. package is a property in the Battle Mountain, Nevada Mining District which is subject to pre-existing agreements with Madison Minerals Inc. (formerly Madison Enterprises Corp.) (“Madison”) and Great American Minerals Exploration (Nevada) LLC (“Great American”). These

agreements involve payments of $3,000 per month minimum royalty payments to Victory Gold, minimum exploration commitments of $250,000 per year, and an option to purchase the property for $2.0 million payable by December 31, 2007, with a retained 5% gross royalty on gold and a 4% NSR royalty on other metals, and with annual advance minimum royalty payments of $60,000 commencing on exercise of the purchase option. Madison and Great American also have an option to purchase the royalties from Victory Gold for $4.0 million in the first year following the date of exercise of the purchase option and escalating by $500,000 each year thereafter.

As F.W. Lewis, Inc. did not meet the definition of a business under the Financial Accounting Standards Board Statement No. 141, “Business Combinations,” the Company has accounted for the acquisition as a purchase of net assets with the consideration issued assigned as follows:

As of December 31, 2006, the consolidated capitalized mineral property costs for F.W. Lewis, Inc., Properties were $2,930,000 and the related Hycroft royalty were $3,500,000. See Note 5.

The Maverick Springs gold and silver project, southeast of Elko, Nevada, was acquired on October 7, 2002, from Newmont Mining Corporation (“Newmont”). The total cost for the Maverick Springs project included a cash payment of $250,000; the issuance of 141,243 equity units, each unit being comprised of one common share of Vista and a two year warrant to purchase one share of Vista, valued at $405,000 and $95,000, respectively; and the issuance of 122,923 equity units on October 7, 2003, each unit being comprised of one common share of Vista and a two year warrant to purchase one share of Vista, valued at $500,000 and $111,058, respectively. Newmont retained a 1.5% net smelter returns royalty or the right to acquire 51% of the project after four years by paying Vista cash equaling 200% of the aggregate expenditures made by Vista on the project. In January 2007, Newmont advised Vista that it would not be exercising this right.

Maverick Springs is subject to a lease agreement (the “Artemis lease”), between Newmont and Artemis Exploration Company. The Artemis lease was entered into on October 1, 2001, and the key terms include: payment of advance minimum royalties of $50,000 on October 1, 2003 (which was paid), and advance minimum royalties of $100,000 on October 1, 2004 (which was paid), $100,000 on October 1, 2005 (which was paid), $100,000 on October 1, 2006 (which was paid) and each year thereafter while the agreement is in effect; work commitments of 6,400 feet of exploration drilling, on or before November 15, 2002, October 1, 2003 and October 1, 2004 (these commitments have been met), a preliminary economic evaluation to be conducted by October 1, 2004 which was extended to April 7, 2005 (this has been completed); and a net smelter returns royalty based on a sliding scale ranging from 2% to 6%, depending on gold and silver prices at the time of production.

On June 9, 2003, Vista entered into an agreement granting Silver Standard Resources Inc. (“SSRI”) an option to acquire Vista’s interest in the silver mineralized material hosted in the Maverick Springs project. Vista is the operator, retains its 100% interest in the gold mineralized material and maintain a 45% vote as a participant in a joint committee formed between Vista and SSRI, who maintains a corresponding 55% vote, to manage the exploration of the Maverick Springs project. The agreement with SSRI is subject to the terms of the purchase agreement between Newmont and Vista. Under the agreement, SSRI was to pay $1.5 million over four years including a payment of $300,000 made upon execution of the option agreement. The remaining $1.2 million was used by Vista to fund exploration programs, land holding costs and option payments. During 2005, SSRI satisfied the $1.5 million obligation and all costs incurred for Maverick Springs are now being shared by the two companies on the same ratio as established for operation of the joint management committee.

During the years ended December 31, 2006 and 2005, the Company recorded $342,308 and $144,285 in recoveries from SSRI, of which $96,420 is included in accounts receivable. The total recoveries to date from SSRI are $1,864,569 and have been netted against the gross exploration costs incurred by the Company on the Maverick Springs project under the terms of the agreement and have been reported in the Statement of Loss on this basis.

The Mountain View gold project, located west of the Hycroft Mine, was acquired on October 7, 2002, from Newmont Capital Limited (“Newmont Capital”). The total cost for the Mountain View project included cash payments of $50,000, and the issuance of 56,497 equity units, each unit being comprised of one common share of Vista Gold and a two year warrant to purchase one share of Vista, valued at $200,000. Newmont Capital retained a 1.5% net smelter returns royalty or the right to acquire 51% of the project after four years by paying Vista cash equaling 200% of the aggregate expenditures made by Vista on the project. In January 2007, Newmont Capital advised Vista that it would not be exercising this right.

Vista executed formal purchase agreements during the fourth quarter of 2003 to acquire the Wildcat project, located in Pershing County, Nevada, in three separate transactions.

On September 23, 2003, Vista purchased 71 unpatented mining claims for $200,000 upon signing and $300,000 on August 11, 2004 (which was paid). On commencement of commercial production, the Company will make a one-time production payment in the amount of $500,000. Thirteen of the claims are subject to an underlying 0.4% net smelter returns royalty, and the remaining 58 claims are subject to an underlying 1% net smelter returns royalty.

On October 12, 2003, Vista purchased a 100% interest in the Vernal unpatented mining claim for $50,000 on signing and $50,000 on October 1, 2004, for a total consideration of $100,000.

On October 28, 2003, Vista purchased four patented mining claims and exploration data for 50,000 shares of Vista valued at $211,500. The patented claims are subject to an underlying net smelter returns royalty of 1% for gold production between 500,000 and 1,000,000 ounces, increasing to 2% on production in excess of 1,000,000 ounces.

On May 23, 2003, Vista executed a purchase agreement with Newmont Capital, a subsidiary of Newmont which includes the Hasbrouck property and the Three Hills property, which lies approximately 4.5 miles to the north-northwest. The total cost for the Hasbrouck/Three Hills project included cash payments of $50,000 and the issuance of 50,475 Common Shares of Vista valued at $200,000. Newmont Capital, at its option, would retain either: (a) a 2% net smelter returns royalty in each project together with the right to a $500,000 cash payment at the start of commercial production at either project and a further $500,000 cash payment if, after the start of commercial production, the gold price averages $400 per ounce or more for any three-month period; or (b) the right to acquire 51% of either or both projects. The latter right would be exercisable only after the later of four years or the time when the Company has incurred aggregate cash expenditures of $1,000,000 on either or both

properties. The Company’s contribution to the joint venture during this period is capped at $5.0 million, $3.0 million of which Newmont Capital would finance for the Company and recover, with interest, exclusively from related project cash flows. The Company would also grant Newmont Capital a right of first offer with respect to subsequent sale of the projects by the Company. An additional 1¹/2% net smelter royalty on the Hasbrouck property is held by a third party.

Vista acquired the Hycroft gold mine, west of Winnemucca, Nevada, in 1987. Mining activities at the Hycroft Mine were suspended in 1998. The mine is being held on care and maintenance and holding costs are expensed.

The Crofoot property at the Hycroft Mine is subject to a 4% net profits royalty and the Lewis property was subject to a 5% net smelter royalty. In December 2005, the Company’s subsidiary Victory Gold Inc. acquired F.W. Lewis, Inc., the holder of the 5% royalty on the Lewis property. In consequence, the Company is no longer subject to a royalty payment to an outside party with respect to the Lewis property.

On December 13, 2005, the Company’s subsidiary Victory Gold Inc. (“Victory Gold”) acquired all of the outstanding shares of F.W. Lewis, Inc., the assets of which include 55 mineral properties in Nevada and Colorado as well as the royalty discussed above. The acquisition was made by exercise of a purchase option originally held by Century Gold LLC (“Century Gold”) of Spring Creek, Nevada. Century Gold assigned the option to Vista pursuant to an assignment and assumption agreement effective December 9, 2005. Under the terms of the assignment agreement, Vista paid Century Gold $150,000 in cash and also reimbursed Century Gold for the $250,000 it paid the owners of F.W. Lewis, Inc. toward the option exercise price of $5.1 million. In addition, Vista issued to Century Gold 250,000 Common Shares of Vista valued at $1.218 million. To complete the exercise of this option, Vista paid the owners of F.W. Lewis, Inc., the remaining $4.85 million of the outstanding purchase price. Century Gold retained a 100% interest in two properties and a 50% interest in two other properties. See also Note 4.

For December 31, 2006 the Company has accrued for estimated reclamation and closure costs of $4.7 million (2005 — $4.1 million and 2004 — $4.2 million). The entire estimate relates to the final reclamation and closure of the Hycroft Mine.

The following provides a reconciliation of the Company’s beginning and ending carrying values for its asset retirement obligations:

In estimating the fair value of the liability of the asset retirement obligation the Company used an expected present value technique which estimated cash flows that reflect, to the extent possible, a marketplace assessment of the cost and timing of performing the required retirement activities. The measurement objective is to determine the amount that a third party would demand to assume the obligation. On an annual basis the Company looks at indicators which could materially change the fair value of its asset retirement obligation.

During the year ended December 31, 2003, a revised reclamation and closure plan for the Hycroft Mine was approved by the U.S. Bureau of Land Management, Nevada State Office (“BLM”). Under this plan the future estimated costs of reclamation and closure at Hycroft are $7.5 million.

The Company estimates that the related asset retirement expenditures will commence approximately five years after the start-up of the Hycroft Mine (an event not yet scheduled) and continue for several years after that time. Using a credit adjusted rate of 7.75%, the fair value of the estimated $7.5 million obligation is $4.7 million.

The BLM has required the Company to provide a total surety amount of $7.5 million for the approved Hycroft Mine reclamation plan. In 2004, the Corporation reached an agreement for a new bond package (see Note 9).

The Company has placed $5.3 million (including $0.4 million in accrued interest) in a restricted cash account to pay for future reclamation obligations at the Hycroft Mine (see Note 3). Additionally, during 2004 the Company paid $1.7 million for an insurance policy to an insurance company to cover potential over-runs on the reclamation liability. This premium is being amortized using the straight-line method over the life of the bond (which is 14 years) and $0.4 million of amortization has been recorded to date. This balance includes the additional $578,000 recognized during 2006 resulting from the revised reclamation plan. The Company believes it has provided for any present disturbance obligations associated with the property.

It is reasonably possible that the Company’s estimates of its ultimate reclamation liability could change as a result of changes in regulations or cost estimates. The effect of changes, which could be material, would be recognized on a prospective basis.

The following table presents the balance sheet items that are 5% of total current assets and total current liabilities:

The Company is required to provide financial assurance of $7.5 million in respect of reclamation and site closure obligations at the Hycroft Mine (Note 7). The Company has been requested to pledge collateral to provide this bonding. During 2004, the Company reached an agreement for a new bond package. The new bond package with the U.S. Department of the Interior, Bureau of Land Management, is described in Note 7. The bond is $7.5 million which is collateralized by a $5.3 million restricted cash account (see Note 3). If the reclamation costs are in excess of the restricted cash account, the insurance policy (written by American International Specialty Lines Insurance Company), which was signed on December 31, 2003, and expires on January 22, 2018, will cover any overruns on the actual reclamation expenses that are incurred.

Refer also to Note 5 for commitments in connection with acquisitions of mineral properties.

As of December 31, 2006, 2005 and 2004 all of the Company’s cash was held in liquid bank deposits.

There were no significant non-cash transactions during the year ended December 31, 2006. Significant non-cash transactions for the years ended December 31, 2005 and 2004 are as follows:

The Company has available U.S. income tax losses of approximately $27 million, which may be carried forward and applied against future taxable income when earned. The utilization of net operating losses may be limited due to change in ownership under Internal Revenue code Section 382.

No income tax benefit has been recorded in any of the reporting periods presented as the Company has set up a valuation allowance for the full amount of the future income tax asset created by the losses that may be carried forward. This valuation allowance is the primary difference between the benefit that would be recorded at the effective U.S. statutory rate and the amount included in these statements (zero).

The Company sponsors a qualified tax-deferred savings plan in accordance with the provisions of Section 401(k) of the U.S. Internal Revenue Code, which is available to permanent U.S. employees. The Company makes contributions of up to 4% of eligible employees’ salaries. The Company expenses the employer’s contributions.

The Consolidated Statements of Loss include expense allocations for corporate overheads incurred by Vista. These allocations were made based on the ratio of the carrying amount of mineral properties being transferred to the Company and the total consolidated mineral properties prior to transfer. Also, all intercompany payables and

receivables outstanding between the Company and Vista have been settled as part of Vista’s net investment in Allied Nevada. The net of these intercompany receivables and payables was deemed to be part of the Parent company’s net investment and has been included in the consolidated statements of balance sheets accordingly.

Summarized quarterly results for the years ended December 31, 2006 and 2005 are as follows:

The accompanying notes are an integral part of these consolidated financial statements.

The consolidated interim financial statements of Allied Nevada Gold Corp. (an Exploration Stage Enterprise) and its subsidiaries (collectively, “Allied Nevada” or the “Company”), have been prepared without audit and do not include all of the disclosures required by generally accepted accounting principles generally accepted in the United States. In the opinion of management, all of the normal and recurring adjustments necessary to fairly present the interim financial information set forth herein have been included. The results of operations for interim periods are not necessarily indicative of the operating results of a full year or of future years. The Company commenced operations as an independent, newly formed entity on May 10, 2007 upon completion of the transactions pursuant to the Arrangement Agreement, prior to which it had been a wholly-owned subsidiary of Vista Gold Corp (“Vista”) (Note 4). Under the continuity of interest basis of accounting, the financial results include the net Vista Nevada Assets for periods prior to May 10, 2007. However, the associated expenses recorded by the Company prior to May 10, 2007 may not be indicative of the actual expenses that would have been incurred had the Company been operating as a separate, stand-alone public company for the periods presented and do not reflect the Company’s consolidated results of operations, financial position and cash flows had the Company been a stand-alone public company during the periods presented. These interim financial statements should be read in conjunction with the financial statements and related footnotes included in the Annual Report on Form 10-K of Allied Nevada for the year ended December 31, 2006 filed April 13, 2007.

These interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States and follow the same accounting policies and methods of their application as the most recent annual financial statements.

Certain amounts for the three and nine months ended September 30, 2006 and at December 31, 2006 have been reclassified to conform to the 2007 presentation.

Allied Nevada evaluates, acquires, explores and advances gold exploration and development projects. As such, the Company is considered an Exploration Stage Enterprise. The Company’s approach to acquisitions of gold projects is to seek projects which have adequate drilling and geological data to support the completion of a third-party review of the geological data and to complete an estimate of the mineralized material. In addition, the Company will look for opportunities to improve the value of gold projects that the Company owns or controls through exploration drilling, developing properties into producing mines, and/or introducing technical innovations.

In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of improving financial reporting by mitigating volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of FAS 159 are effective for the Company’s year ending December 31, 2008. The Company has determined that the adoption of this statement will have little or no effect on the Company’s consolidated financial position, results of operations and disclosures. Currently the Company does not hold any of the financial assets or liabilities to which this statement applies.

4. Arrangement Agreement among the Company, Vista Gold Corp. and Carl and Janet Pescio

Allied Nevada commenced operations on May 10, 2007, upon the closing of the transactions pursuant to the terms of the Arrangement and Merger Agreement, dated September 22, 2006, as amended (the “Arrangement Agreement”) among Allied Nevada, its then-parent company Vista Gold Corp. (“Vista”) and Carl Pescio and Janet Pescio (the “Pescios”). Pursuant to the Arrangement Agreement, Vista transferred to Allied Nevada its Nevada-based mining properties and related assets (the “Vista Nevada Assets”), along with cash, and the Pescios transferred to Allied Nevada their interests in certain Nevada mining properties and related assets (the “Pescio Nevada Assets”). These transfers to the Company were made in exchange for shares of Allied Nevada common stock and cash, under the terms of the Arrangement Agreement, all pursuant to an arrangement (the “Arrangement”) under the provisions of the Business Corporations Act (Yukon Territory).

Upon closing of the Arrangement, pursuant to the terms of the Arrangement Agreement, Allied Nevada issued 38,933,055 shares of common stock as part of the transaction, of which 12,000,000 were issued to the Pescios as partial consideration for the acquisition of the Pescio Nevada Assets and 26,933,055 were issued to Vista in accordance with the Arrangement. Of the 26,933,055 Allied Nevada shares issued to Vista, 25,403,207 shares were distributed to shareholders of Vista, less any applicable withholding taxes, and Vista retained 1,529,848 shares to facilitate the payment of any taxes payable by Vista in respect of the Arrangement. Holders of Vista options exchanged their options for options to acquire Allied Nevada shares and options to acquire newly created Vista shares.

4. Arrangement Agreement among the Company, Vista Gold Corp. and Carl and Janet Pescio (Continued)

The accounting for Vista’s transfer to the Company of the Vista Nevada Assets is made on the basis of the continuity of interests basis of accounting whereby the operations are deemed to be a continuation of the Vista Nevada Assets. Accordingly, the assets are transferred to the new entity at their historical carrying values and accounting gains or losses are not recognized on the transaction.

The acquisition of the Pescio Nevada Assets has been accounted for as a purchase of assets. The total purchase price of the Pescio Nevada Assets was determined as follows:

The fair market value of the common shares issued to the Pescios was determined based on the average closing prices of the Company’s common stock during the first five full days of trading on the American and Toronto Stock Exchanges.

The preliminary allocation of the purchase price to individual assets comprising the Pescio Nevada Assets was completed based on the expected values of the exploration properties and the Advanced Minimum Royalties that were transferred to the Company. This analysis of expected values resulted in the following allocation of the purchase price to the mineral interests acquired:

The Company plans to complete a detailed review of the expected values of the exploration properties and Advanced Minimum Royalties that were transferred to the Company. This more detailed review may result in changes to the allocation of the purchase price to individual assets comprising the Pescio Nevada Assets.

In 2003, Hycroft Resources and Development, Inc. (“Hycroft”) entered into an insurance-backed financial assurance program including a mine reclamation policy and a pollution legal liability policy for the Hycroft Mine. As part of the policy, Hycroft paid an insurance premium and put funds in a commutation account used to reimburse reclamation costs and indemnity claims paid by Hycroft. The insurance policy covers reclamation costs in the event Hycroft defaults on payment of its reclamation costs up to an aggregate of $12,000.

The commutation account earns interest at an annual effective rate equal to the one-year constant maturity treasury rate prevailing on the first day of each anniversary year. The balance in the commutation account at September 30, 2007 was $5,518 (2006—$5,320). The Company earned interest of $67 on this restricted cash balance during the three months ended September 30, 2007 and $198 during the nine months ended September 30, 2007.

During the three months ended September 30, 2007, the Company has received royalty payments of $20 for mineral properties acquired as part of the Pescio Nevada Assets and also as part of the Vista Nevada Assets (i.e., the F.W. Lewis Inc. properties). During the first nine months of 2007, the Company has received royalty payments of $236 with respect to these properties. These payments are treated as a cost recovery against the respective assets.

The recoverability of the carrying values of the Company’s mineral properties is dependent upon the successful start-up and commercial production from, or sale, or lease, of these properties and upon economic reserves being discovered or developed on the properties. Development of any of these projects will depend, among other things, on management’s ability to raise additional capital for these purposes. Although Vista has been successful in raising such capital in the past and Allied Nevada completed an equity private placement financing in July 2007 (Note 13), there can be no assurance that Allied Nevada will be able to do so in the future.

The Company believes that the fair value of its mineral properties exceeds the carrying value; however, events and circumstances beyond the control of management may mean that a write-down in the carrying values of the Company’s properties may be required in the future as a result of evaluation of gold mineralized material and application of a ceiling test which is based on estimates of gold mineralized material, exploration land values, future advanced minimum royalty payments and gold prices.

Allied Nevada depreciates its assets using a straight-line basis over the useful lives of the assets that vary from two to ten years. The depreciable base of the assets is determined by reducing the historical acquisition costs by the estimate of salvage values for the assets being depreciated.

Until May 10, 2007, the Company was a wholly owned subsidiary of Vista. Prior to that date, all operating, investing, and financing cash requirements of the Company were still being provided by Vista. As a result of the Arrangement Agreement (Note 4), Vista’s net investment in Allied Nevada was converted into a common stock investment at the May 10, 2007 historical cost of the net investment of $23,692.

The authorized share capital of Allied Nevada consists of 100,000,000 shares of common stock with a par value of $0.001 per share.

On May 10, 2007, pursuant to the Arrangement Agreement , Allied Nevada issued 26,933,055 shares of common stock to Vista in exchange for the Vista Nevada Assets and $25,000. The value of the shares issued to Vista was determined based on Vista’s net investment of $23,692 in the Vista Nevada Assets at May 10, 2007 and the $25,000 in accordance with the Arrangement Agreement.

On May 10, 2007, the Company acquired the Pescio Nevada Assets for a cash payment of $15,000 plus the issuance of 12,000,000 Allied Nevada shares. The fair value of the common shares issued to the Pescios was $55,518 and was determined based upon the average closing price of the Company’s common shares during the first five full days of trading on the American and Toronto Stock Exchanges following the closing of the Arrangement Agreement.

Under the Arrangement Agreement, Allied Nevada agreed to use its commercially reasonable efforts to complete an equity financing of no less than $15,000 as soon as practical after closing of the Arrangement. On July 16, 2007, the Company met this requirement with the completion of a private placement financing in which the Company sold and issued a total of 3,696,000 units for total gross proceeds of CDN$17,001 (the “Offering”), or approximately $16,300 based on the U.S./Canadian dollar exchange rate on the closing date. Net cash proceeds to Allied Nevada were approximately $15,500. Each unit consisted of one share of common stock and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one share of common stock of Allied Nevada for a period of two years from closing at a price of CDN$5.75 per share.

The warrants have a provision for accelerating their expiry date as follows: if the closing price of Allied Nevada’s common stock exceeds CDN$11.50 for twenty (20) consecutive trading days at any time on the Toronto Stock Exchange, the Company may, by written notice to the warrant holders, accelerate the expiry time of the warrants to the date which is thirty (30) days from delivery of such notice, following which the warrants will be cancelled.

Officers and directors of Allied Nevada subscribed for an aggregate of CDN$6,435 of the Offering, as follows: Robert Buchan, Executive Chairman—CDN$4,002; A. Murray Sinclair, Director—CDN$1,499; Scott A. Caldwell, President Chief Executive Officer and Director—CDN$506; Hal D. Kirby, Vice President and Chief Financial Officer—CDN$230; James M. Doyle, Vice President, Technical Services—CDN$151; and W. Durand Eppler, Director—CDN$46.

In connection with the private placement financing, Allied Nevada paid a cash finder’s fee of $507, being 5% of the gross proceeds raised, to eligible persons that arranged for purchasers (“Finders”). As consideration for its role as Finder in the private placement financing, Quest Securities Corporation (“Quest Securities”), a wholly-owned subsidiary of Quest Capital Corp. (“Quest Capital”) received a cash fee of $105, and warrants to purchase 114,850 units. These warrants are exercisable by Quest Securities for a period of two years at an exercise price of CDN$4.60 per unit. No commissions were paid to Quest Securities with respect to sales of units to directors or officers of Allied Nevada. Robert Buchan, Executive Chairman and a director of Allied Nevada, currently serves as Chairman of Quest Capital and A. Murray Sinclair, an Allied Nevada director, serves as a Managing Director of Quest Capital. In addition, each holds an equity interest in Quest Capital.

The other Finder in the private placement financing was Global Resource Investments Ltd. (“Global Resource”) which received a cash finder’s fee of $402. The General Partner of Global Resource is Rule Investments, Inc. (“Rule Investments”). The Rule Family Trust u/d/t 12/17/98 (the “Rule Trust”) owns 100% of Rule Investments. Arthur Richards Rule is co-Trustee of the Rule Trust. Mr. Rule and the Trust are indirect beneficial owners of 2,925,340 shares of Allied Nevada common stock owned by Exploration Capital Partners 2000 Limited Partnership (“Exploration Capital 2000”) and by Exploration Capital Partners 2006 Limited Partnership, representing a beneficial ownership interest of 6.7%. However, this ownership includes 1,631,200 shares (including 815,600 share purchase warrants) acquired by Exploration Capital 2000 in connection with the private placement financing. Prior to the financing, Mr. Rule and the Rule Trust were indirect beneficial owners of 1,294,140 shares of Allied Nevada common stock, representing only approximately 3.3% of the common stock then outstanding.

Pursuant to the terms of the Subscription Agreements entered into with each subscriber of the offering, the Company agreed to register for resale, under the Securities Act of 1933, as amended, (i) the 3,696,000 shares of common stock issued in the private placement financing, and, thereafter (ii) the shares of common stock issuable upon exercise of the warrants. This second registration statement is to be filed by the Company within 180 days of the date on which the Securities and Exchange Commission (the “SEC”) declared effective the registration statement with respect to the shares of common stock underlying the units. On July 27, 2007, the Company filed with the SEC a registration statement on Form S-1 to register for resale, the shares of common stock underlying the units as well as 4,200,000 of the shares that had been issued to the Pescios in connection with the Arrangement. This registration statement was declared effective by the SEC on August 7, 2007. The Company also plans to register the shares of common stock underlying the units issuable upon exercise of the Finder Warrants, including shares issuable upon exercise of the warrant component thereof.

The proceeds from the private placement financing are being used for the continued exploration and development of the Company’s Hycroft Mine property located in Nevada, as well as for working capital and other general purposes.

As discussed in the previous section “Private Placement Financing”, on July 16, 2007 the Company issued 3,696,000 callable common stock purchase warrants with a two-year exercise period, a CDN$5.75 exercise price and an acceleration feature when the underlying shares trade at CDN$ 11.50 for 20 consecutive days on the

Toronto Stock Exchange. On July 16, 2007, the Company also issued warrants to purchase 114,850 units to Quest Securities for finder services performed in connection with the July 2007 private placement. These warrants are exercisable by Quest Securities for a period of two years at an exercise price of CDN $4.60 per unit. The Company has determined the value of the warrants granted pursuant to the terms of the July 2007 private placement using a Black-Scholes pricing model. The Company has determined that no liability should be recorded for the warrants and that they should be recorded as equity under consideration of FASB Emerging Issues Task Force (EITF) Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.”

The following is a summary of the Company’s stock warrants outstanding at September 30, 2007 and changes during the nine-month period ended September 30, 2007:

Exercise prices for all warrants granted during the period have been converted into US dollars as of the grant date from the stated Canadian dollar amounts. Realized exercise prices may vary depending upon the currency conversion rates at the time of exercise. All outstanding warrants as of September 30, 2007 have a term of two years and will expire on July 16, 2009.

On February 7, 2007, the Board of Directors adopted, subject to stockholder and regulatory approval, the Allied Nevada 2007 Stock Option Plan (the “2007 Stock Option Plan”), which provides for grants to directors, officers, employees and consultants of Allied Nevada, or its subsidiaries, of options to purchase Allied Nevada common stock. Under the 2007 Stock Option Plan as initially adopted, 3,000,000 shares of the Company’s common stock were reserved for issuance under the Plan.

On July 27, 2007, the Board of Directors approved, also subject to stockholder and regulatory approval, an amendment to the 2007 Stock Option Plan to, among other things, increase the number of shares of the Company’s common stock available for grants under the 2007 Stock Option Plan by 1,200,000, for an aggregate of 4,200,000 shares. Stock option grants under the 2007 Stock Option Plan are contingent on stockholder approval of the Plan, which is expected to be sought at the Company’s first annual meeting of stockholders anticipated to be held in 2008.

During the nine-month period ended September 30, 2007, the following grants of options to purchase common stock were made based on the prior authorization of the Board of Directors:

The exercise price of these option grants was the closing price of the Company’s common stock on the American Stock Exchange on the grant date pursuant to the terms of the 2007 Stock Option Plan. In all cases, these are 10-year non-qualified options under the 2007 Stock Option Plan. With the exception of the grant to Sierra Partners which fully vests on December 31, 2007, all options will vest in equal one-third installments over three years, until fully vested on the third anniversary of the grant date. All of the foregoing grants are contingent on stockholder approval of the 2007 Stock Option Plan, which is expected to be sought at the Company’s first annual meeting of stockholders anticipated to be held in 2008.

The Company has determined the value of the options granted pursuant to the terms of the 2007 Stock Option Plan using a binomial option pricing model. The options were valued using the following assumptions: the contractual term of the options was 10 years; suboptimal exercise of the options will occur when the market price reaches twice the exercise price; a volatility factor of 50%; exercise prices based on the grant dates from $4.30 to $4.35; no expected dividends; risk-free interest rates on the grant dates from 4.50% to 5.05%. The total value of the options granted during the nine-month period ended September 30, 2007 was $6,233 and will be expensed over the requisite service periods. During the nine-month period the Company recognized compensation expense of $579 for the options granted pursuant to the 2007 Stock Option Plan. The following is a summary of the Company’s stock options outstanding at September 30, 2007 and changes during the nine-month period ended September 30, 2007:

The Special Stock Option Plan (the “Special Plan”), also adopted by the Board of Directors on February 7, 2007, governs the grant of stock options (the “Special Options”) to purchase shares of Allied Nevada common stock (the “Shares”), pursuant to the Arrangement. The Special Options were granted to holders of options to purchase common shares of Vista (the “Vista Options”) under Vista’s Stock Option Plan as of the closing of the Arrangement. Under the Special Plan, holders of Vista Options exchanged their Vista Options for new options to purchase common shares in the capital of Vista and the Special Options issuable under the Special Plan.

The issuance of the Special Options under the Special Plan has been treated as a modification of the respective original Vista option awards and the Special Option grants were made in accordance with the provisions of the Arrangement Agreement. The exercise prices were determined based on the intrinsic values immediately before the effective date of the agreement and the relative trading values of the Vista and Allied Nevada after the effective date. The strike prices were calculated so that the total intrinsic value immediately prior to and after the effective date remained unchanged. The vesting periods and the contractual terms were determined based on the vesting periods and contractual terms of each award being modified and in no case would the contractual term exceed 10 years from the grant date.

Accordingly, effective May 10, 2007, Allied Nevada granted 619,550 Special Options to the participants. These options, which represent all of the Special Options to be issued under the Special Plan, had a weighted

average exercise price of $2.73 and a weighted average contractual term of 2.25 years. Since these awards were a modification of existing Vista awards, Vista is responsible for accounting for any additional expenses in accordance with the accounting guidance and Allied Nevada has not recognized an expense pursuant to the issuance of these options.

During the three and nine-month periods ended September 30, 2007, Allied Nevada issued 123,625 common shares pursuant to exercises by four holders of Special Options. These options had an expiry date of July 8, 2007 and were exercised at a weighted average exercise price of $2.06.

The following is a summary of the Company’s Special Options outstanding at September 30, 2007 and changes during the period:

Exercise prices for Special Options granted during the period have been converted into US dollars as of the grant date from the stated Canadian dollar amounts as applicable. Realized exercise prices may vary depending upon the currency conversion rates at the time of exercise. The average term for the Special Options outstanding as of September 30, 2007 is 1.9 years.

On July 27, 2007, the Board of Directors adopted, subject to stockholder and regulatory approval, the Company’s Restricted Share Plan (the “RSU Plan”). The RSU Plan carries an effective date of July 3, 2007. As with the 2007 Stock Option Plan, grants under the RSU Plan are contingent on stockholder approval of the RSU Plan, which is expected to be sought at the Company’s first annual meeting of stockholders anticipated to be held in 2008. An RSU is granted subject to a restricted period (“Restricted Period”) as determined by the Compensation Committee upon grant. An RSU is exercised automatically and a share of Allied Nevada common stock is issued for no additional consideration on the later of the end of a Restricted Period and in the case of Canadian residents, a date determined by the eligible participant that is after the Restricted Period and before a participant’s retirement date or termination date (a “Deferred Payment Date”). Participants who reside in Canada seeking to set a Deferred Payment Date must give the Company at least 60 days notice prior to the expiration of the Restricted Period in order to effect such change.

The maximum number of shares of common stock issuable under the RSU Plan is currently set at 1,200,000. The Company granted 300,000 RSUs to Robert Buchan with a grant date of July 3, 2007, in connection with Mr. Buchan’s appointment as Executive Chairman of the Company. The total value of the units granted was $1,305 and will be expensed over the requisite service period of three years. The units will vest annually on the anniversary of the grant date at a rate of one third of the total granted. The total compensation expense recognized under the RSU Plan for the three month and nine-month periods ended September 30, 2007 is $109.

If the stockholders do not approve the RSU Plan, Mr. Buchan will receive alternative rights to acquire 300,000 shares of Allied Nevada common stock purchased in the market by Allied Nevada through a trustee with vesting terms and other terms equivalent to his RSUs.

The authorized share capital of Allied Nevada includes 10 million shares of undesignated preferred stock with a par value of $0.001 per share. As of September 30, 2007 there are no shares of preferred stock issued or outstanding.

Asset retirement obligations arise from the acquisition, development, construction and normal operation of mining property, plant and equipment, due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. The following table provides a reconciliation of the reclamation and remediation obligations for the following periods:

In 2003, Hycroft Resources and Development, Inc. (“Hycroft”) entered into an insurance-backed financial assurance program including a mine reclamation policy and a pollution legal liability policy for the Hycroft Mine. As part of the policy, Hycroft paid an insurance premium and put funds in a commutation account used to reimburse reclamation costs and indemnity claims paid by Hycroft (Note 5). The insurance policy covers reclamation costs in the event Hycroft defaults on payment of its reclamation costs up to an aggregate of $12,000. The insurance premium is being amortized over 14 years and the unamortized reclamation premium cost balance at September 30, 2007 is $1,215 (2006—$1,304).

On December 31, 2006, the reclamation and closure estimate for the Hycroft Mine was revised. This calculation increased the Asset Retirement Obligation and the Asset Retirement Cost asset by $578 to at total of $1,794. The Asset Retirement Cost asset will be amortized over the proven and probable reserves at the Hycroft Mine following commencement of commercial production.

The following table presents the balance sheet items that represent greater than 5% of total current assets and total current liabilities:

Beginning January 1, 2007, FIN 48, “Accounting for Uncertainty in Income Taxes”, became effective and the Company adopted the provisions of FIN 48. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized. An entity is required to recognize the best estimate of a tax position if that position is more likely than not to be sustained upon examination, based solely on the technical merits of the position. The Company has determined that the adoption of FIN 48 has had no impact on its consolidated financial statements, except as described below.

On May 10, 2007, the Company completed the Arrangement pursuant to the Arrangement Agreement, as more fully described in Note 4. The Company is currently in the process of completing its independent valuations of the assets and liabilities assumed and will determine if there are any deferred tax assets or liabilities as well as any liabilities for uncertain tax positions as required by FIN 48.

On May 10, 2007, Allied Nevada commenced operations following Vista’s transfer to Allied Nevada of its Nevada-based mining properties and related assets, along with cash, and the transfer to Allied Nevada by Carl Pescio and Janet Pescio of their interests in certain Nevada mining properties and related assets. These transfers to Allied Nevada were made in exchange for shares of Allied Nevada’s common stock and cash, under the terms of the Arrangement Agreement (Note 4).

Prior to the completion of the transaction, the immediate cash needs of the Company were met by loans from Vista pursuant to the Arrangement Agreement, which provided that, prior to the date of completion, Vista could loan money to Vista’s wholly-owned subsidiary, Vista Gold Holdings, Inc. (“Vista U.S.”), which was to hold Vista’s Nevada-based mining properties and related assets immediately prior to their transfer to Allied Nevada, in amounts sufficient to undertake certain activities for the benefit of the business Allied Nevada would operate after the completion of the transaction, including purchase of mineral properties or property interests, payment of amounts necessary to secure the services of a Chief Executive Officer, and purchase of office equipment, software and other miscellaneous items to enable Allied Nevada to commence operations immediately after the completion of the transaction. These loans bore interest at the rate of 6% per annum and all principal and interest owing by Vista U.S. to Vista in respect of such loans were to be paid in full at the time of completion by Allied Nevada on behalf of Vista U.S. Upon closing of the transaction on May 10, 2007, $615 was paid to Vista Gold conditional on the subsequent review and approval of the expenditures that constituted this balance. The subsequent review of invoices identified $132 of expenditures that were determined to be recoverable from Vista in accordance with the agreement. This balance was received from Vista on September 28, 2007.

Prior to April 16, 2007, Scott Caldwell provided services to Allied Nevada under a consulting agreement between Mr. Caldwell and Vista, pursuant to which Mr. Caldwell was paid for consulting services rendered to Allied Nevada at the rate of $1,000 per day (calculated based upon an hourly rate of $125 per hour), in addition to reimbursement, at cost, of any reasonable out-of pocket expenses incurred by Mr. Caldwell in connection with the performance of these consulting services. Mr. Caldwell was not entitled to any bonus payments or other cash or non-cash compensation under his consulting agreement with Vista. This agreement was terminated as of April 16, 2007 and the Company anticipates that it will be replaced by a formal employment agreement with Mr. Caldwell. Mr. Caldwell was paid $105 under the provisions of this contract, in his capacity as President and Chief Executive Officer of Allied Nevada.

On January 26, 2007, Allied Nevada entered into a professional service agreement with Hal Kirby, who was not a related person at the time but was appointed Vice President and Chief Financial Officer of Allied Nevada on April 16, 2007. Under the professional service agreement, Mr. Kirby provided financial and accounting services including review of accounting systems and documentation under development for Allied Nevada, and meeting with auditors and planning for scope and plans for future audits. The agreement was to expire no later than December 31, 2007, with amounts paid under the agreement not to exceed $50. Pursuant to the professional service agreement, the Company compensated Mr. Kirby at the rate of $1,000 per day (calculated on an hourly rate of $100 per hour) worked plus reimbursement of his reasonable out-of-pocket expenses at cost. Mr. Kirby was paid $22 under the provisions of this contract. This service contract was terminated on April 16^th, 2007 upon acceptance by Mr. Kirby of the appointment to the position of Vice President and Chief Financial Officer of the Company, and the Company anticipates that it will be replaced by a formal employment agreement that the Company plans to enter into with Mr. Kirby in that capacity.

Carl Pescio was elected as a director of Allied Nevada on March 1, 2007. Allied Nevada and Mr. Pescio were among the parties to the Arrangement Agreement (Note 4). Mr. Pescio may pursue ventures with mining properties other than those held by Allied Nevada. As a condition to completion of the Arrangement, Mr. Pescio was required to enter into a non-competition agreement with Vista Gold Corp. and Allied Nevada on terms satisfactory to all parties, acting reasonably. On February 15, 2007, Allied Nevada entered into a non-competition agreement and a professional service agreement with Mr. Pescio. Both agreements have two-year terms. Under

the non-competition agreement, Mr. Pescio has agreed that during the agreement term he will not carry on business in the State of Nevada which is similar to or in any way competitive with the Company’s mineral property-related business. Under the professional service agreement, Mr. Pescio is to provide services as directed by the Company including assistance with technical review of exploration programs and assistance with investor relations activities, for which the Company will compensate him at the rate of $1,000 per day worked plus reimbursement of his reasonable out-of-pocket expenses at cost. Carl Pescio has not been paid any amount under the terms of this contract to date.

On July 2, 2007, Allied Nevada entered into an Investor Relations Services Agreement with Sierra Partners II LLC (“Sierra”) to assist Allied Nevada with the development and initiation of an investor relations program and to provide consulting and advisory services regarding the North American investor market. During the six month term of the Agreement, Sierra will receive a monthly retainer of $15 and has been granted an option to purchase 45,000 shares of Allied Nevada common stock in accordance with the Allied Nevada Stock Option Plan. This option has a 10-year term, an exercise price per share of $ 4.35 which was determined in accordance with the Allied Nevada Stock Option Plan as the closing price of Allied Nevada’s common stock on the grant date of July 3, 2007, and a total value of $99 based on a binomial option valuation model. The option will fully vest in one installment on December 31, 2007. This stock option grant is contingent on stockholder approval of the Allied Nevada Stock Option Plan, which is expected to be sought at Allied Nevada’s first annual meeting of stockholders anticipated to be held in 2008. W. Durand Eppler, an Allied Nevada director, currently serves as President of, and is a partner of, Sierra and, as a result, will benefit from this transaction to the extent of his interest in Sierra.

Cameron Mingay, an Allied Nevada director who was appointed in March 2007, is a partner at Cassels Brock & Blackwell LLP of Toronto, Ontario, Canada, which since June 2007 has served as outside counsel to Allied Nevada in connection with Canadian corporate and securities law matters. Allied Nevada has paid Cassels Brock an aggregate of $171 for legal services rendered through September 30, 2007. The Company believes that this remuneration is on terms at least as favorable as would have been available from unaffiliated third parties.

In connection with the private placement financing completed in July 2007, Allied Nevada paid a cash finder’s fee of $507, being 5% of the gross proceeds raised, to eligible persons that arranged for purchasers (“Finders”). See Note 8. Shareholders’ Equity – Common Stock – Private Placement Financing. As consideration for its role as Finder in the private placement financing, Quest Securities Corporation (“Quest Securities”), a wholly-owned subsidiary of Quest Capital Corp. (“Quest Capital”) received a cash fee of $105, and warrants to purchase 114,850 units. These warrants are exercisable by Quest Securities for a period of two years at an exercise price of CDN$4.60 per unit. No commissions were paid to Quest Securities with respect to sales of units to directors or officers of Allied Nevada. Robert Buchan, Executive Chairman and a director of Allied Nevada, currently serves as Chairman of Quest Capital and A. Murray Sinclair, an Allied Nevada director, serves as a Managing Director of Quest Capital. In addition, each holds an equity interest in Quest Capital and, as a result, benefited from this transaction to the extent of their interests in Quest Capital. This transaction was entered into solely for the benefit of Allied Nevada, and was not intended to provide Messrs. Buchan and Sinclair with compensation in lieu of salary or other compensation described herein. The Company believes that this finder compensation was on terms at least as favorable as would have been available from unaffiliated third parties.

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus as required by Part 9 of the Securities Act (British Columbia), Part 9 of the Securities Act (Alberta), Part XI of The Securities Act, 1988 (Saskatchewan), Part VII of The Securities Act (Manitoba), Part XV of the Securities Act (Ontario), Part 6 of the Securities Act (New Brunswick), Section 63 of the Securities Act (Nova Scotia), Part II of the Securities Act (Prince Edward Island) and Part XIV of the Securities Act (Newfoundland and Labrador) and the respective regulations thereunder.

To the best of our knowledge, information and belief, the foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus as required by Part 9 of the Securities Act (British Columbia), Part 9 of the Securities Act (Alberta), Part XI of The Securities Act, 1988 (Saskatchewan), Part VII of The Securities Act (Manitoba), Part XV of the Securities Act (Ontario), Part 6 of the Securities Act (New Brunswick), Section 64 of the Securities Act (Nova Scotia), Part II of the Securities Act (Prince Edward Island) and Part XIV of the Securities Act (Newfoundland and Labrador) and the respective regulations thereunder.

We have read the prospectus of Allied Nevada Gold Corp. (the “Company”) dated January 18, 2008 relating to the qualification for distribution of · shares of common stock of the Company at a price of $· per share. We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents.

We consent to the use in the above-mentioned prospectus of our report to the directors of Vista Gold Corp. on the balance sheets of Vista Gold Corp. — Nevada exploration properties as at December 31, 2006, 2005 and 2004 and the statements of loss and cash flows for each of the years in the three-year period ended December 31, 2006. Our report is dated March 16, 2007.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

The following is a list of the expenses to be incurred by Allied Nevada in connection with the preparation and filing of this Registration Statement. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee. We will pay all expenses in connection with the distribution of the common shares being registered hereby, except for the fees and expenses of any counsel and other advisors that any selling security holders may employ to represent them in connection with the offering and any brokerage or underwriting discounts or commissions paid to broker-dealers in connection with the sale of the shares.

Allied Nevada’s Certificate of Incorporation provides that we shall indemnify any director or officer of Allied Nevada or any person who was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the fullest extent permitted under and in accordance with the laws of the State of Delaware. Our Certificate of Incorporation also eliminates in certain circumstances the liability of directors of Allied Nevada for monetary damages for breach of their fiduciary duty as directors. This provision does not eliminate the liability of a director (i) for breach of the director’s duty of loyalty to Allied Nevada or our stockholders; (ii) for acts or omissions by the director not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for willful or negligent declaration of an unlawful dividend, stock purchase or redemption; or (iv) for transactions from which the director derived an improper personal benefit. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission.

Allied Nevada’s By-laws require us to indemnify any director or officer of Allied Nevada, or any person who is or was serving at our request as a director or officer of any other corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by law.

Subsection (a) of Section 145 of the Delaware General Corporation Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or

proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director, officer or former director or officer, of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsection (a) and (b) or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith. Section 145 also provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation, upon such terms and conditions, if any, as the corporation deems appropriate, in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145.

Section 145 additionally provides that the indemnification provided by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the scope of indemnification extends to directors, officers, employees, or agents of a constituent corporation absorbed in a consolidation or merger and persons serving in that capacity at the request of the constituent corporation for another.

Section 145 also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Allied Nevada maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other act, and (b) to Allied Nevada with respect to payments which may be made by Allied Nevada to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law. In addition to the indemnification provided in the Certificate of Incorporation and By-laws, we have entered into agreements to indemnify our directors and executive officers. These agreements generally act as a supplement to the indemnification provisions set forth in our Certificate of Incorporation and By-laws and Section 145, as in effect from time to time. Specifically, these agreements require Allied Nevada to indemnify its directors and executive officers for any reasonable expenses they incur in connection with any action, suit or other proceeding brought against them as a result of their status as a director or executive officer of Allied Nevada. This indemnification will only be required where an

individual director or executive officer has acted in good faith and in a manner which he or she reasonably believes was in, or not adverse to, the best interests of Allied Nevada. These indemnification agreements also require Allied Nevada to advance the expenses of an individual director or executive officer prior to or after the final disposition of any action, suit or other proceeding, following receipt by Allied Nevada of a statement requesting the advance and providing reasonable detail of expenses incurred. We believe that these indemnification agreements and the provisions of our Certificate of Incorporation and By-laws described in the preceding paragraphs, are necessary and advisable in order to attract and retain highly qualified persons to serve on our Board of Directors and as executive officers.

Reference is made to “Undertakings,” below, for the registrant’s undertakings in this registration statement with respect to indemnification of liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”).

On September 22, 2006, Allied Nevada issued one Allied Nevada Share to Vista at a price of $10.00. This issuance was made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering. This share was cancelled in connection with the closing of the Arrangement (as defined below).

On May 10, 2007, the closing of the previously announced plan of arrangement involving Vista, the Company and the Pescios (the “Arrangement”) pursuant to the Arrangement Agreement occurred. As part of this closing, Vista transferred ownership of Vista’s Nevada-based mining properties and related assets and $25 million in cash to Allied Nevada, in return for 26,933,055 shares of the common stock of Allied Nevada. Also as part of the Arrangement, the Pescios transferred certain interests in Nevada-based mining properties and related assets to Allied Nevada in exchange for 12,000,000 shares of Allied Nevada common stock and $15 million in cash.

Of the 26,933,055 shares of Allied Nevada common stock issued to Vista, 25,403,207 shares were distributed to shareholders of Vista, less any applicable withholding taxes, and Vista retained 1,529,848 shares to facilitate the payment of any taxes payable by Vista in respect of the Arrangement. In addition, holders of options to acquire Vista common shares exchanged their Vista options for options to acquire an aggregate 619,550 shares Allied Nevada common stock and options to acquire newly created Vista common shares. The number of shares issuable on exercise of the newly exchanged options was determined pursuant to the Arrangement.

Allied Nevada’s issuance to Vista of Allied Nevada common stock to be exchanged by Vista with Vista shareholders pursuant to the Arrangement, as well as the Allied Nevada options issued in exchange for Vista options, was made in reliance on the exemption from registration requirements of the Securities Act provided under Section 3(a)(10) of the Securities Act.

Section 3(a)(10) of the Securities Act exempts from registration a security that is issued in exchange for outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear, by a court or by a governmental authority expressly authorized by law to grant such approval. The Supreme Court of the Yukon Territory, an authorized court, approved the Arrangement by a Final Order granted on November 29, 2006.

Allied Nevada’s issuance of the 12,000,000 shares of common stock to the Pescios, who are accredited investors as defined under the Securities Act, was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

On July 16, 2007, Allied Nevada completed a non-brokered private placement financing in which we sold and issued a total of 3,696,000 units (the “Units”) for total gross proceeds of CDN$17,000,000 (the “Offering”), or approximately $16.3 million based on the U.S./Canadian dollar exchange rate on the closing date. Net cash

proceeds to Allied Nevada were approximately $15.5 million. Each Unit consisted of one share of common stock and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one share of common stock of the Company for a period of two years from closing at a price of CDN$5.75 per share. The warrants have a provision for accelerating their expiry date as follows: if the closing price of Allied Nevada’s common stock exceeds CDN$11.50 for twenty (20) consecutive trading days at any time on the Toronto Stock Exchange, we may, by written notice to the warrant holders, accelerate the expiry time of the warrants to the date which is thirty (30) days from delivery of such notice, following which the warrants will be cancelled.

Executive officers and directors of Allied Nevada subscribed for an aggregate of CDN$6,435,400 of the Offering, as follows: Robert Buchan, Executive Chairman—CDN$4,002,000; A. Murray Sinclair, Director (resigned in December 2007 as discussed below)—CDN$1,499,600; Scott A. Caldwell, President Chief Executive Officer and Director—CDN$506,000; Hal D. Kirby, Vice President and Chief Financial Officer—CDN$230,000; James M. Doyle, Vice President, Technical Services—CDN$151,800; and W. Durand Eppler, Director—CDN$46,000.

Allied Nevada paid a cash finder’s fee of CDN$528,020, being 5% of the gross proceeds raised, to eligible persons that arranged for purchasers (“Finders”). In addition, Finders were issued as a finder’s fee 114,850 finders’ warrants, that number being 5% of the number of the Units sold in the Offering, each such warrant to be exercisable for one unit at any time prior to the close of business on July 16, 2009, at an exercise price of CDN$4.60. There were two Finders that received cash finder’s fees in connection with the transaction, namely Global Resource Investments Ltd. (“Global Resource”) and Quest Securities Corporation (“Quest Securities”) then, a wholly-owned subsidiary of Quest Capital Corp. (“Quest Capital”). No commissions were paid in respect of sales to insiders of Allied Nevada. Of the aggregate cash finder’s fee, CDN$419,290 was paid to Global Resource. The finder’s fee paid to Quest Securities comprised the remaining CDN$108,730 of the cash finder’s fee and all of the 114,850 Finder Warrants. Robert M. Buchan, the Company’s Executive Chairman then served as Chairman of Quest Capital, and A. Murray Sinclair, then a Director, then served as Managing Director of Quest Capital. Effective December 14, 2007, Mr. Sinclair resigned as a director of Allied Nevada to assist Quest Capital in its conversion into a Mortgage Investment Corporation. In connection with this conversion, effective January 1, 2008 Mr. Sinclair was appointed Co-Chairman of Quest Capital and Mr. Buchan resigned as Chairman of Quest Capital and remains a director of Quest Capital.

The proceeds from the sale of the Units are being used to develop our Hycroft Mine in Nevada, working capital and general corporate purposes.

Of the Units sold in the Offering, 1,732,700 were sold to purchasers in the United States. The sale and issuance of these Units pursuant to the subscription agreements were exempt from the registration requirements of the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act and Rule 506 of Regulation D promulgated thereunder. Each purchaser is an “accredited investor” under the Act, and the securities were sold without any general solicitation by Allied Nevada or its representatives. The remaining 1,963,300 Units sold in the Offering were sold to purchasers who are not U.S. Persons or in the United States. The issuance and sale of those Units pursuant to the respective subscription agreements, and the issuance of the finder’s warrants to the Finder pursuant to the Finder Warrant Certificate, were offshore offers and sales made in reliance on the exclusion from registration requirements of the Act pursuant to Rule 903 of Regulation S promulgated thereunder. These offers and sales (and issuance in the case of the finder’s warrants) were made in an “offshore transaction”, without any “directed selling efforts” (as such terms are defined in Rule 902 of Regulation S) made in the United States by Allied Nevada or any distributor or affiliate or any person acting on behalf of any of the foregoing; and Allied Nevada complied with the conditions applicable to the sale of equity securities under Category 3 of Rule 903 of Regulation S.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Reno, Nevada, on January 17, 2008.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott A. Caldwell and Hal D. Kirby, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement, any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or any substitute or substitutes for any or all of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


	Per Share CDN$	Total CDN$
Public Offering Price
Underwriting Discount
Proceeds to Allied Nevada (before expenses)


	Fiscal Year Ended December 31,
	2002		2003		2004		2005		2006		2007
High	$	0.6619	$	0.7738	$	0.8493	$	0.8690	$	0.9100	$1.0908
Low		0.6200		0.6349		0.7158		0.7872		0.8528	0.8437
End of Period		0.6329		0.7738		0.8310		0.8579		0.8582	1.0120
Average		0.6369		0.7186		0.7702		0.8276		0.8844	0.9309


	Fiscal Year Ended December 31,
	2002		2003		2004		2005		2006		2007
High	$	0.6619	$	0.7738	$	0.8493	$	0.8690	$	0.9100	$1.0908
Low		0.6200		0.6349		0.7158		0.7872		0.8528	0.8437
End of Period		0.6329		0.7738		0.8310		0.8579		0.8582	1.0120
Average		0.6369		0.7186		0.7702		0.8276		0.8844	0.9309


	American Stock Exchange ($)		The Toronto Stock Exchange (CDN$)		Volume traded on TSX
	High	Low	High	Low	Volume traded on TSX
2007 2nd quarter (commencing May 10)	6.06	4.00	6.50	4.20	8,734
3rd quarter	6.15	3.80	6.39	4.09	39,943
October	7.80	5.00	7.50	4.99	202,211
November	9.85	6.70	8.80	6.75	106,295
December	6.77	4.84	6.85	4.85	29,422
2008 1st quarter (through January 11, 2008)	9.85	4.84	8.80	4.85	116,609



Cormark Securities (U.S.A.) Limited		Griffiths McBurney Corp.


Explanatory Notes		1
Forward-Looking Statements		4
Glossary		6
Prospectus Summary		11
Risk Factors		18
Market Price Information for Our Common Stock		28
Use of Proceeds		28
Dividends		29
Capitalization		29
Dilution		30
Selected Financial Data		31
Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Quantitative and Qualitative Disclosures about Market Risk		48
Business		49
Properties		53
Management		80
Certain Relationships and Related Transactions, and Director Independence		101
Principal Stockholders		107
Description of Capital Stock		109
Shares Eligible for Future Sale		111
Material United States Federal Tax Considerations		116
Certain Canadian Federal Income Tax Considerations		119
Underwriting		124
Legal Matters		127
Experts		127
Where You Can Find Additional Information		127
Index to Financial Statements		F-1


	As of September 30, 2007
	Historical			As Adjusted
	(Unaudited) ($ in thousands)
Debt and other obligations:
Capital lease obligations, including current portion	$	26		$	26

Total debt and other obligations		26			26
Equity Capital:
Common Stock ($0.001 par value per share, 100,000,000 shares authorized)	$	43		$	·
Additional paid-in capital		120,489			·
Deficit accumulated during the exploration stage		(16,402	)		·

Total Equity Capital		104,130			·

Total Capitalization	$	104,156		$	·


Assumed offering price per share			$	·	(1)
Net tangible book value per share before the offering (a)	$	·
Increase in net tangible book value per share attributable to purchasers of the offering	$	·
Less: Pro forma net tangible book value per share after the offering (b)			$	·

Immediate dilution in net tangible book value per share to purchasers of shares in this offering			$	·	(2)


Contractual Obligations	Total		Less than 1 year		1 – 3 Years		4 – 5 Years		After 5 Years
Leasehold obligations	$	532,800	$	—	$	532,800	$	—	$	—

Total contractual obligations	$	532,800	$	—	$	532,800	$	—	$	—


	Amount
	($000)
Mining of overburden	$	12,698
Leach pad construction		9,600
Refinery construction		1,000
Mobile equipment and site repairs		1,770
Other capital expenditures		1,541

Total capital expenditures	$	26,609


Mining cost per ton mined		$1.52
Mining cost per ton of ore processed		$3.83
Processing and other costs per ton of ore processed		$1.18
General and administrative cost per ton of ore processed		$0.20
Life of mine average strip ratio		1:52 to 1
Life of mine heap leach recovery		56.6%


Category	Tons	Oz Au/ton	Contained ounces Au	Total Waste tons	Strip Ratio
	(1000’s)			(1000’s)
Proven	11,954	0.022	261,000
Probable	21,366	0.019	401,800
Totals	33,320	0.020	662,800	50,808	1.52


	Cutoff oz AuCn/t*	Tons (000,000s)	Grade (Au oz/ton)	Cyanide Soluble Ounces (000s)
Measured resources ¹⁾	0.005	17.2	0.015	254
Indicated resources ¹⁾	0.005	35.5	0.013	453


Hole	From	To	Interval	Au opt	Ag opt	AuEu opt
HY-06-01	490	feet of mineralization
(-50 deg., west)	260	360	100	0.019	0.6	0.030
	395	785	390	0.012	0.1	0.014
including	445	485	40	0.036	0.7	0.050

H07R-3075	430	feet of mineralization
(vertical)	205	420	215	0.012	0.3	0.017
	465	540	75	0.019	0.3	0.025
	1020	1160	140	0.017	0.1	0.020

H07R-3076	220	feet of mineralization
(-60 deg., west)	260	395	135	0.019	1.0	0.037
	470	500	30	0.013	1.3	0.037
	985	1040	55	0.018	0.0	0.018

H07R-3080	80	feet of mineralization
(-75 deg., east)	235	315	80	0.03	3.6	0.097

H07R-3082	65	feet of mineralization
(vertical)	380	445	65	0.015	0.2	0.019

H07R-3085	125	feet of mineralization
(-60 deg., west)	345	470	125	0.017	0.1	0.019

H07D-3086	305	feet of mineralization
(-45 deg., west)	295	600	305	0.022	1.3	0.045
including	425	535	110	0.049	3.3	0.111
including	445	501.5	56.5	0.085	6.3	0.200

H07R-3088	400	feet of mineralization
(-75 deg., east)	115	515	400	0.019	0.2	0.023
including	115	330	215	0.022	0.3	0.028

H07R-3092	215	feet of mineralization
(vertical)	285	500	215	0.016	0.2	0.020
including	320	360	40	0.026	0.8	0.040


Hole		From	To	Interval, ft.	Au-FA, opt	Ag-FA, opt
86-325		5	50	45	0.200	n/a
86-470		0	25	25	0.029	n/a
85-109		0	108	108	0.027	n/a
86-508		0	110	110	0.025	n/a
85-105		0	128	128	0.034	n/a
86-502		5	75	70	0.033	n/a
86-507		0	110	110	0.027	n/a
85-106		0	154	154	0.032	n/a
86-403		5	120	115	0.023	n/a
85-102		15	165	150	0.021	n/a
86-341		10	70	60	0.008	n/a
86-341	&	105	120	15	0.019	n/a
85-103		15	165	150	0.017	n/a
86-364		0	120	120	0.022	n/a
85-57		0	113	113	0.023	n/a
85-68		0	248	248	0.017	n/a
85-138		0	183	183	0.021	n/a
86-493		0	125	125	0.032	n/a
85-127		3	128	125	0.009	n/a
86-394		0	160	160	0.014	n/a
SR-2		0	210	210	0.028	n/a
86-401		0	185	185	0.033	n/a
86-399		0	110	110	0.044	n/a
85-130		0	153	153	0.012	n/a
86-622		30	145	115	0.012	n/a
90-1405		345	395	50	0.018	n/a
90-1485		210	425	215	0.024	n/a
90-1485	including	285	320	35	0.080	n/a
90-1502		405	550	145	0.015	n/a
90-1503		310	395	85	0.021	n/a
90-1503	including	315	335	20	0.041	n/a
90-1520		350	490	140	0.011	n/a
94-2458		297	889	592	0.027	1.1
95-1556		228	256	28	0.026	n/a
95-1556	&	450	666	216	0.011	n/a
95-2710		310	330	20	0.012	n/a
95-2724		190	400	210	0.025	n/a
95-2724	including	345	385	40	0.097	n/a
95-2726		210	400	190	0.043	n/a
95-2726	including	230	315	85	0.073	n/a
95-2728		240	400	160	0.046	n/a
95-2728	including	365	400	35	0.011	n/a
95-2788		305	340	35	0.005	n/a
95-2808		230	400	170	0.008	n/a
95-2820		255	350	95	0.019	n/a
95-2824		340	500	160	0.010	n/a


Property Name	Approximate Acreage	Original Ownership Interest	Geology	Exploration/ Mining History	Mineralization and Other
Maverick Springs	4,920 acres	45%, subject to underlying royalties and annual lease payments of $100,000 (Allied Nevada’s share is 45%)	Sediment hosted disseminated gold/silver system.	Prior exploration and drilling by Vista and Silver Standard Resources Inc. and others.	Mineralized material is estimated at 69.6 million tons grading 0.01 opt gold and 1.0 opt silver at a silver-equivalent cut-off grade of 1.0 opt silver. Allied Nevada in joint venture with SSRI.

Mountain View	2,560 acres	50%, with an option to acquire additional 50% by paying $250,000, subject to underlying 1.0% and 1.5% royalties	Severance rhyolite hosts gold mineralization under cover.	Previously drilled and explored by others, Vista has drilled on the property.	Estimated 23.2 million tons of gold mineralized material grading 0.013 opt gold at a cut-off grade of 0.006 opt gold.

Hasbrouck	1,300 acres	100%, subject to underlying 2.0% and 1.5% royalties Newmont can back in for 51%.	Gold is hosted in volcanics below sinter deposits of an epithermal, hot spring environment.	Previously explored and drilled by other operators.	Mineralized material above a cut-off of 0.010 opt gold is estimated at 20.3 million tons grading 0.023 opt gold and 0.32 opt silver.

Three Hills	201 acres	Part of Hasbrouck agreement Newmont can back in for 51%.	Gold occurs in silicification zone where faults cut the volcanics.	Previously explored and drilled by other operators.	Gold mineralized material above a cut-off of 0.01 opt gold is estimated at 5.7 million tons grading 0.023 opt gold.

Wildcat	2,580 acres	100%, subject to underlying 0.4-1.0% royalties	Structurally controlled epithermal gold and silver in volcanics.	Historic small scale mining of veins. Extensively drilled by former operators.	Mineralized material above a cut-off grade of 0.010 opt gold is estimated at 38.1 million tons grading 0.018 opt gold and 0.16 opt silver.


Name, Age, Position, Jurisdiction of Residence	Principal Occupation, Business or Employment⁽¹⁾	Director of Allied Nevada Since
ROBERT M. BUCHAN 60 Executive Chairman of the Board and Director Toronto, Ontario Canada	Businessman; Director of Quest Capital Corp. from April 2005 to present (Executive Chairman from April 2005 to January 2008); Executive Chairman of the Board of Allied Nevada from June 2007 to present (Chairman from April 2007 to June 2007); Chief Executive Officer of Kinross Gold Corporation from January 1993 to April 2005.	March 1, 2007

SCOTT A. CALDWELL 50 Director, President and Chief Executive Officer Reno, Nevada USA	President and Chief Executive Officer of Allied Nevada from September 2006 to present (Chief Financial Officer of Allied Nevada from September 2006 to April 2007), consultant to Vista; formerly with Kinross Gold Corporation as Executive Vice President and Chief Operating Officer from March 2003 to August 2006 and as Senior Vice President of Operations from 1998 to March 2003.	September 22, 2006

HAL D. KIRBY 40 Vice President and Chief Financial Officer Reno, Nevada USA	Financial executive and accountant; Vice President and Chief Financial Officer of Allied Nevada from April 2007 to present; financial and accounting consultant to Allied Nevada from January 2007 to April 2007; not employed from August 2006 to January 2007; formerly with Kinross Gold Corporation as Vice President and Controller from June 2005 to August 2006 and as Director of Special Projects from October 2004 to June 2005; on sabbatical (following service in Russia with Kinross subsidiary) while still employed with Kinross from May 2004 to October 2004; employed by Omolon Gold Mining Company, a subsidiary of Kinross (located in Russia) as General Director from November 2002 to May 2004 and Deputy General Director - Finance and Administration from July 1998 to November 2002.	—


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾⁽²⁾	Option Awards ($)⁽¹⁾⁽²⁾	All Other Compensation ($)^{(3) (4)}		Total ($)
SCOTT A. CALDWELL, President and Chief Executive Officer⁽⁵⁾	2007 2006	233,750 —	* —	—	294,667 —	59,625 44,875	⁽⁶⁾ ⁽⁶⁾	588,042 44,875
HAL KIRBY, Vice President, Chief Financial Officer⁽⁵⁾	2007	159,375	*	—	147,333	65,679	⁽⁷⁾	372,387
ROBERT BUCHAN, Executive Chairman	2007	—	—	217,500	110,500	56,250	⁽⁸⁾	384,250
MIKE DOYLE, Vice President of Technical Services	2007	141,667	*	—	55,250	—		196,917
RICK H. RUSSELL, Vice President of Exploration	2007 2006	100,000 —	* —	— —	31,500 —	11,445 5,591	⁽⁹⁾ ⁽⁹⁾	142,945 5,591


Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/share)⁽¹⁾
SCOTT A. CALDWELL, President and Chief Executive Officer	07/03/07	—	800,000	4.35
HAL KIRBY, Vice President, Chief Financial Officer	07/03/07	—	400,000	4.35
ROBERT BUCHAN, Executive Chairman	07/03/07	300,000	300,000	4.35
MIKE DOYLE, Vice President of Technical Services	07/03/07	—	150,000	4.35
RICK H. RUSSELL, Vice President of Exploration	09/18/07	—	150,000	4.30


Name	Fees Earned or Paid in Cash ($)	Option Awards ($) ⁽¹⁾⁽²⁾		Total ($)
W. DURAND EPPLER	34,084	36,833		70,917
CAMERON A. MINGAY	29,500	36,833		66,333
TERRY M. PALMER	40,000	36,833		76,833
CARL PESCIO	28,500	36,833		65,333
MICHAEL B. RICHINGS	27,500	36,833		64,333
JOHN W. IVANY	18,000	36,833		54,833
A. MURRAY SINCLAIR	26,500	—	⁽³⁾	26,500
D. BRUCE SINCLAIR	22,750	36,833		59,583
ROBERT G. WARDELL	20,250	36,833		57,083


Name	Relationship to Allied Nevada	Number of Units Purchased	Dollar Amount (CDN$)
Robert M. Buchan	Executive Chairman; Director	870,000	$4,002,000

A. Murray Sinclair	Director (resigned December 14, 2007)	326,000	1,499,600

Scott A. Caldwell	President and Chief Executive Officer; Director	110,000	506,000

Hal D. Kirby	Vice President and Chief Financial Officer	50,000	230,000

James M. Doyle	Vice President, Technical Services	33,000	151,800

W. Durand Eppler	Director	10,000	46,000


	Without Over- Allotment Exercise CDN$	With Over- Allotment Exercise CDN$
Per Share	$	$
Total	$	$


Name of Subsidiary		Jurisdiction of Organization
Allied VGH Inc.⁽¹⁾		Nevada
Vista Gold U.S. Inc.⁽²⁾		Delaware
Allied VNC Inc.⁽²⁾		Nevada
Mineral Ridge Resources Inc.^{(2) (3)}		Nevada
Victory Gold Inc.⁽²⁾		Nevada
Victory Exploration Inc.⁽⁴⁾		Nevada
Hycroft Resources & Development, Inc.⁽²⁾		Nevada
Hycroft Lewis Mine, Inc.⁽⁵⁾		Nevada
Allied Nevada Gold Holdings LLC⁽¹⁾		Nevada


		Page
Audited Consolidated Financial Statements for the Years Ended December 31, 2006, 2005 and 2004 of Vista Gold Corp. — Nevada exploration properties

Report of Independent Auditors		F-2

Consolidated Balance Sheets		F-3

Consolidated Statement of Loss		F-4

Consolidated Statements of Cash Flows		F-5

Notes to Financial Statements		F-6

Unaudited Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2007 and 2006 of Allied Nevada Gold Corp.

Consolidated Balance Sheets		F-19

Consolidated Statements of Loss		F-20

Consolidated Statements of Cash Flows		F-21

Consolidated Statement of Shareholders’ Equity		F-22

Notes to Financial Statements		F-23


	Years ended December 31,
*(U.S. dollars in thousands)*	2006			2005			2004
Assets:
Cash and cash equivalents	$	7		$	10		$	29
Accounts receivable		102			18			303
Supplies inventory, prepaids and other		103			134			122

Current assets		212			162			454
Restricted cash — Note 3		5,320			5,097			4,961
Mineral properties — Notes 4, 5		8,892			8,986			2,462
Plant and equipment — Note 6		997			1,188			1,311
Notes Receivable		—			8			—
Reclamation premium costs and other assets — Note 7		1,882			1,422			1,541

		17,091			16,701			10,275

Total assets	$	17,303		$	16,863		$	10,729

Liabilities and Shareholders’ Equity:
Accounts payable	$	9		$	21		$	75
Capital lease obligation		10			9			—
Accrued liabilities and other		143			138			28

Current liabilities		162			168			103
Capital lease obligations		23			34			—
Asset retirement obligation and closure costs — Notes 3, 7		4,663			4,085			4,163

Total liabilities		4,848			4,287			4,266

Parent company’s net investment		23,381			21,037			12,638
Deficit accumulated during the exploration stage		(10,926	)		(8,461	)		(6,175	)

Total shareholders’ equity		12,455			12,576			6,463

Total liabilities and shareholders’ equity	$	17,303		$	16,863		$	10,729


	Years Ended December 31,									Cumulative During Exploration Stage
*(U.S. dollars in thousands, except share data)*	2006			2005			2004			Cumulative During Exploration Stage
Other Income:
Interest and other income	$	(552	)	$	(184	)	$	(50	)	$	(793	)
Income earned during exploration stage		—			(40	)		(51	)		(1,025	)

Total other income	$	(552	)	$	(224	)	$	(101	)	$	(1,818	)
Costs and expenses:
Property evaluation and holding costs	$	1,709		$	1,466		$	2,267		$	8,068
Corporate administration and investor relations		1,181			859			450			2,900
Depreciation and amortization		199			207			194			867
Asset retirement obligation and closure costs		—			—			—			1,048
Gain on disposal of assets		—			(7	)		(8	)		(45	)
Gain on currency translation		(11	)		—			—			(11	)
(Gain)/Loss on disposal of marketable securities		(61	)		(15	)		1			(83	)

Total costs and expenses	$	3,017		$	2,510		$	2,904		$	12,744

Net loss	$	(2,465	)	$	(2,286	)	$	(2,803	)	$	(10,926	)


	Ownership
Vista Gold Holdings, Inc. and its wholly-owned subsidiaries below	100	%
Hycroft Resources & Development, Inc. and its wholly-owned subsidiary Hycroft Lewis Mine, Inc.
Vista Nevada Corp.
Victory Gold Inc. and its wholly-owned subsidiary Victory Gold Exploration Inc.
Allied Nevada Gold Holdings LLC	100	%


(U.S. dollars in thousands)
Purchase price:
Cash	$	5,250
Common stock		1,218
Acquisition costs		74

	$	6,542
Assets acquired:
Current assets	$	4
Plant and equipment, net		18
Mineral properties, including the Hycroft production royalty	$	6,524
Non-current asset		8

	$	6,554
Liabilities assumed:
Non-current liabilities	$	12

Net Assets Acquired	$	6,542


	December 31, 2006						December 31, 2005
(U.S. dollars in thousands)	Cost		Accumulated Amortization and Write-downs		Net		Cost		Accumulated Amortization and Write-downs		Net
Maverick Springs, United States	$	1,682	$	—	$	1,682	$	1,682	$	—	$	1,682
Mountain View, United States		303		—		303		303		—		303
Wildcat, United States		218		—		218		218		—		218
Hasbrouck and Three Hills, United States		259		—		259		259		—		259
F.W. Lewis, Inc. Properties, United States —Note 4		2,930		—		2,930		3,024		—		3,024
Hycroft Royalty, United States — Note 4		3,500		—		3,500		3,500		—		3,500

	$	8,892	$	—	$	8,892	$	8,986	$	—	$	8,986


(U.S. dollars in thousands)	2005 December 31, net balance		Cost recovery			December 31, Ending Balance
Maverick Springs, United States	$	1,682	$	—		$	1,682
Mountain View, United States		303		—			303
Wildcat, United States		218		—			218
Hasbrouck and Three Hills, United States		259		—			259
F.W. Lewis, Inc. Properties, United States — Note 4		3,024		(94	)		2,930
Hycroft Royalty, United States — Note 4		3,500		—			3,500

	$	8,986	$	(94	)	$	8,892


Balance, December 31, 2004	$	4,163
Accrued severance pay reclassified to current liabilities		78

Balance, December 31, 2005	$	4,085
Additional reclamation accrued resulting from revised plan		578

Balance, December 31, 2006	$	4,663


	United States
2008		388
2009		11
2010		5,106
2011		9,415
2019		4,473
2020		943
2021		1,187
2022		941
2023		1,301
2024		1,327
2025		1,451
2026		930

	$	27,472


2006	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Net loss	$	(424	)	$	(883	)	$	(571	)	$	(587	)

2005	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Net loss	$	(467	)	$	(604	)	$	(710	)	$	(505	)