SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Galiano Gold Inc. – ‘40-F’ for 12/31/23

On:  Tuesday, 3/26/24, at 5:02pm ET   ·   For:  12/31/23   ·   Accession #:  1062993-24-7145   ·   File #:  1-33580

Previous ‘40-F’:  ‘40-F’ on 3/29/23 for 12/31/22   ·   Latest ‘40-F’:  This Filing

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/26/24  Galiano Gold Inc.                 40-F       12/31/23  128:11M                                    Newsfile Corp./FA

Annual Report by a Canadian Issuer   —   Form 40-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer -- form40f       HTML    109K 
 2: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     52K 
                Awarded Compensation -- exhibit97-1                              
 3: EX-99.1     Miscellaneous Exhibit -- exhibit99-1                HTML     37K 
12: EX-99.10    Miscellaneous Exhibit -- exhibit99-10               HTML     35K 
13: EX-99.11    Miscellaneous Exhibit -- exhibit99-11               HTML     35K 
14: EX-99.12    Miscellaneous Exhibit -- exhibit99-12               HTML     35K 
15: EX-99.13    Miscellaneous Exhibit -- exhibit99-13               HTML     35K 
16: EX-99.14    Miscellaneous Exhibit -- exhibit99-14               HTML     35K 
17: EX-99.15    Miscellaneous Exhibit -- exhibit99-15               HTML     35K 
18: EX-99.16    Miscellaneous Exhibit -- exhibit99-16               HTML     35K 
19: EX-99.17    Miscellaneous Exhibit -- exhibit99-17               HTML     35K 
20: EX-99.18    Miscellaneous Exhibit -- exhibit99-18               HTML     35K 
21: EX-99.19    Miscellaneous Exhibit -- exhibit99-19               HTML     35K 
 4: EX-99.2     Miscellaneous Exhibit -- exhibit99-2                HTML     37K 
 5: EX-99.3     Miscellaneous Exhibit -- exhibit99-3                HTML     35K 
 6: EX-99.4     Miscellaneous Exhibit -- exhibit99-4                HTML     35K 
 7: EX-99.5     Miscellaneous Exhibit -- exhibit99-5                HTML    694K 
 8: EX-99.6     Miscellaneous Exhibit -- exhibit99-6                HTML   1.17M 
 9: EX-99.7     Miscellaneous Exhibit -- exhibit99-7                HTML    545K 
10: EX-99.8     Miscellaneous Exhibit -- exhibit99-8                HTML     34K 
11: EX-99.9     Miscellaneous Exhibit -- exhibit99-9                HTML     34K 
27: R1          Document and Entity Information                     HTML     99K 
28: R2          Consolidated Statements of Financial Position       HTML    100K 
29: R3          Consolidated Statements of Operations and           HTML     76K 
                Comprehensive Income                                             
30: R4          Consolidated Statements of Changes in Equity        HTML     54K 
31: R5          Consolidated Statements of Cash Flow                HTML     90K 
32: R6          Nature of operations                                HTML     38K 
33: R7          Proposed business combination                       HTML     44K 
34: R8          Basis of presentation                               HTML     47K 
35: R9          Significant accounting policies                     HTML    104K 
36: R10         Changes in accounting standards                     HTML     40K 
37: R11         Significant accounting judgements and estimates     HTML     50K 
38: R12         Cash and cash equivalents                           HTML     42K 
39: R13         Balances due from/to related party                  HTML     39K 
40: R14         Financial assets                                    HTML     47K 
41: R15         Investment in joint venture                         HTML    173K 
42: R16         Share capital                                       HTML     38K 
43: R17         Equity reserves and long-term incentive plan        HTML    143K 
                awards                                                           
44: R18         Commitments and contingencies                       HTML     52K 
45: R19         General and administrative ("G&A") expenses         HTML     48K 
46: R20         Exploration and evaluation ("E&E") expenditures     HTML     47K 
47: R21         Finance income and expense                          HTML     50K 
48: R22         Income tax                                          HTML     77K 
49: R23         Income per share                                    HTML     45K 
50: R24         Supplemental cash flow information                  HTML     44K 
51: R25         Segmented information                               HTML     99K 
52: R26         Capital management                                  HTML     39K 
53: R27         Financial instruments                               HTML     97K 
54: R28         Related party transactions                          HTML     43K 
55: R29         Significant accounting policies (Policies)          HTML    130K 
56: R30         Basis of presentation (Tables)                      HTML     45K 
57: R31         Significant accounting policies (Tables)            HTML     39K 
58: R32         Cash and cash equivalents (Tables)                  HTML     42K 
59: R33         Financial assets (Tables)                           HTML     45K 
60: R34         Investment in Joint Venture (Tables)                HTML    166K 
61: R35         Equity reserves and long-term incentive plan        HTML    147K 
                awards (Tables)                                                  
62: R36         Commitments and contingencies (Tables)              HTML     50K 
63: R37         General and administrative ("G&A") expenses         HTML     47K 
                (Tables)                                                         
64: R38         Exploration and evaluation ("E&E") expenditures     HTML     46K 
                (Tables)                                                         
65: R39         Finance income and expense (Tables)                 HTML     50K 
66: R40         Income tax (Tables)                                 HTML     78K 
67: R41         Income per share (Tables)                           HTML     44K 
68: R42         Supplemental cash flow information (Tables)         HTML     43K 
69: R43         Segmented information (Tables)                      HTML    100K 
70: R44         Financial instruments (Tables)                      HTML     88K 
71: R45         Related party transactions (Tables)                 HTML     42K 
72: R46         Nature of operations (Narrative) (Details)          HTML     45K 
73: R47         Proposed business combination (Narrative)           HTML     68K 
                (Details)                                                        
74: R48         Basis of presentation - Disclosure of subsidiaries  HTML     59K 
                (Details)                                                        
75: R49         Significant accounting policies - Disclosure of     HTML     45K 
                detailed information about estimated useful life                 
                or depreciation rate (Details)                                   
76: R50         Cash and cash equivalents (Narrative) (Details)     HTML     36K 
77: R51         Cash and cash equivalents - Disclosure of cash and  HTML     42K 
                cash equivalents (Details)                                       
78: R52         Balances due from or to related party (Narrative)   HTML     56K 
                (Details)                                                        
79: R53         Financial assets (Narrative) (Details)              HTML     47K 
80: R54         Financial assets - Disclosure of detailed           HTML     50K 
                information about redeemable preference shares                   
                with no fixed redemption date (Details)                          
81: R55         Investment in joint venture (Narrative) (Details)   HTML    103K 
82: R56         Investment in joint venture - Disclosure of         HTML     42K 
                Investment in joint venture using equity method                  
                (Details)                                                        
83: R57         Investment in joint venture - Disclosure of         HTML     77K 
                Statement of operations of Joint Venture (Details)               
84: R58         Investment in joint venture - Disclosure of Assets  HTML     93K 
                and liabilities of joint venture (Details)                       
85: R59         Investment in joint venture - Disclosure of         HTML     49K 
                Production costs of joint venture (Details)                      
86: R60         Investment in joint venture - Disclosure of         HTML     52K 
                detailed information about summary of finance                    
                expenses incurred by JV (Details)                                
87: R61         Investment in joint venture - Summary of            HTML     48K 
                inventories held by AGM of joint venture (Details)               
88: R62         Investment in joint venture - Disclosure of         HTML     52K 
                movement in the lease liabilities of the AGM                     
                (Details)                                                        
89: R63         Investment in joint venture - Summary of movement   HTML     43K 
                in asset retirement obligation (Details)                         
90: R64         Investment in joint venture - Disclosure of         HTML     58K 
                detailed information about cash flows of AGM of                  
                joint venture (Details)                                          
91: R65         Share capital (Narrative) (Details)                 HTML     38K 
92: R66         Equity reserves and long-term incentive plan        HTML     74K 
                awards (Narrative) (Details)                                     
93: R67         Equity reserves and long-term incentive plan        HTML     56K 
                awards - disclosure of number and weighted average               
                exercise prices of share options (Details)                       
94: R68         Equity reserves and long-term incentive plan        HTML     46K 
                awards - disclosure of detailed information about                
                options, valuation assumptions (Details)                         
95: R69         Equity reserves and long-term incentive plan        HTML     76K 
                awards - disclosure of range of exercise prices of               
                outstanding share options (Details)                              
96: R70         Equity reserves and long-term incentive plan        HTML     46K 
                awards - disclosure of amount and movement in                    
                restricted share units (Details)                                 
97: R71         Equity reserves and long-term incentive plan        HTML     46K 
                awards - disclosure of movement in RSUs liability                
                (Details)                                                        
98: R72         Equity reserves and long-term incentive plan        HTML     48K 
                awards - disclosure of amount and movement in                    
                performance share units (Details)                                
99: R73         Equity reserves and long-term incentive plan        HTML     45K 
                awards - disclosure of movement in PSUs liability                
                (Details)                                                        
100: R74         Equity reserves and long-term incentive plan        HTML     46K  
                awards - disclosure of amount and movement in                    
                deferred share units (Details)                                   
101: R75         Equity reserves and long-term incentive plan        HTML     42K  
                awards - disclosure of movement in DSUs liability                
                (Details)                                                        
102: R76         Equity reserves and long-term incentive plan        HTML     40K  
                awards - disclosure of movement in phantom share                 
                unit liability (Details)                                         
103: R77         Commitments and contingencies (Narrative)           HTML     39K  
                (Details)                                                        
104: R78         Commitments and contingencies - Disclosure of       HTML     52K  
                detailed information about commitments (Details)                 
105: R79         General and administrative ("G&A") expenses -       HTML     51K  
                Disclosure of detailed information about general                 
                and administrative expense (Details)                             
106: R80         Exploration and evaluation ("E&E") expenditures -   HTML     46K  
                Disclosure of exploration and evaluation                         
                expenditures (Details)                                           
107: R81         Finance income and expense - Disclosure of          HTML     41K  
                detailed information about finance income                        
                (Details)                                                        
108: R82         Finance income and expense- Disclosure of detailed  HTML     43K  
                information about finance expense (Details)                      
109: R83         Income tax (Narrative) (Details)                    HTML     42K  
110: R84         Income tax - Disclosure of detailed information     HTML     68K  
                about effective income tax expense (Recovery)                    
                (Details)                                                        
111: R85         Income tax - Disclosure of deferred taxes           HTML     46K  
                (Details)                                                        
112: R86         Income tax - Disclosure of temporary difference,    HTML     54K  
                unused tax losses and unused tax credits (Details)               
113: R87         Income per share (Narrative) (Details)              HTML     39K  
114: R88         Income per share - Disclosure of Earnings per       HTML     44K  
                share (Details)                                                  
115: R89         Supplemental cash flow information - Disclosure of  HTML     44K  
                changes in noncash working capital (Details)                     
116: R90         Segmented information (Narrative) (Details)         HTML     38K  
117: R91         Segmented information - Disclosure of geographic    HTML     63K  
                allocation of total assets and liabilities                       
                (Details)                                                        
118: R92         Segmented information - Disclosure of geographic    HTML     77K  
                allocation of the statement of operations and                    
                comprehensive income (Loss) (Details)                            
119: R93         Capital management (Narrative) (Details)            HTML     37K  
120: R94         Financial instruments (Narrative) (Details)         HTML     62K  
121: R95         Financial instruments - Disclosure of detailed      HTML     84K  
                information about financial instruments by                       
                category (Details)                                               
122: R96         Financial instruments - Disclosure of nature and    HTML     67K  
                extent of risks arising from financial instruments               
                (Details)                                                        
123: R97         Related party transactions - Disclosure of          HTML     41K  
                information about key management personnel                       
                (Details)                                                        
125: XML         IDEA XML File -- Filing Summary                      XML    220K  
128: XML         XBRL Instance -- form40f_htm                         XML   2.11M  
124: EXCEL       IDEA Workbook of Financial Report Info              XLSX    198K  
23: EX-101.CAL  XBRL Calculations -- gau-20231231_cal                XML    144K 
24: EX-101.DEF  XBRL Definitions -- gau-20231231_def                 XML    929K 
25: EX-101.LAB  XBRL Labels -- gau-20231231_lab                      XML   3.53M 
26: EX-101.PRE  XBRL Presentations -- gau-20231231_pre               XML   1.30M 
22: EX-101.SCH  XBRL Schema -- gau-20231231                          XSD    460K 
126: JSON        XBRL Instance as JSON Data -- MetaLinks              448±   675K  
127: ZIP         XBRL Zipped Folder -- 0001062993-24-007145-xbrl      Zip    672K  


‘40-F’   —   Annual Report by a Canadian Issuer — form40f


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C: 
  Galiano Gold Inc.: Form 40-F - Filed by newsfilecorp.com  
 i false i 0001377757 i FY

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM  i 40-F

 i    REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
     
    OR
     
 i    ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended  i  i December 31,  i 2023 /  Commission File Number:  i 001-33580
 

 i GALIANO GOLD INC.

(Exact name of Registrant as specified in its charter)

 
 i British Columbia  1040 Not Applicable
(Province or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code)
(I.R.S. Employer
Identification No.)
 

 i 1640 - 1066 West Hastings Street
 i Vancouver, British Columbia
 i Canada  i V6E 3X1
( i 604)  i 683-8193

(Address and telephone number of Registrant's principal executive offices)

 i Puglisi & Associates
 i 850 Library Avenue,  i Suite 204
 i Newark,  i Delaware

United States  i 19711
Tel: ( i 302)  i 738-6680

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

Securities registered or to be registered pursuant to section 12(b) of the Act:

Title Of Each Class Trading Symbol(s) Name Of Each Exchange On Which Registered
 i Common Shares, no par value  i GAU  i NYSE American

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

 i  Annual Information Form  i  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report:  i 224,972,786 Common Shares as of December 31, 2023

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 i Yes No ☐
 

- 2 -

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

 i Yes No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company  i 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 i 

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 i 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).


- 3 -

INTRODUCTORY INFORMATION

In this annual report, references to the "Company" or "Galiano" mean Galiano Gold Inc. and its subsidiaries, unless the context suggests otherwise. The company changed its name from Asanko Gold Inc. to Galiano Gold Inc. effective April 30, 2020.

Galiano is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 40-F pursuant to the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the "SEC") and Canadian securities regulators. The equity securities of the Company are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 under the Exchange Act.

Unless otherwise indicated, all amounts in this annual report are in US dollars and all references to "$" mean US dollars. Except as may be expressly indicated herein, information on the Company's website is not incorporated herein by reference.

PRINCIPAL DOCUMENTS

The following documents that are filed as exhibits 99.5, 99.6 and 99.7 to this annual report are incorporated by reference herein:

The Company's Audited Consolidated Financial Statements that are incorporated by reference into this annual report have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB").

The Company's independent registered public accounting firm is Ernst & Young LLP, Vancouver, British Columbia, Canada, Auditor Firm ID: 1263. The Company changed auditors from KPMG LLP to Ernst & Young LLP during the year ended December 31, 2023.

FORWARD-LOOKING STATEMENTS

This annual report includes or incorporates by reference certain statements that constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this annual report and documents incorporated by reference herein and include statements regarding the Company's intent, belief or current expectation and that of the Company's officers and directors. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as "believe", "intend", "may", "will", "should", "plans", "anticipates", "believes", "potential", "intends", "expects" and other similar expressions.

Forward-looking statements include, but are not limited to, statements with respect to:


- 4 -

  • the future price of gold;

  • the Company’s operating plans for the Asanko Gold Mine ("AGM");

  • the estimation of Mineral Reserves and Mineral Resources;

  • the timing and amount of estimated future production from the AGM, including production rates and gold recovery;

  • operating costs with respect to the operation of the AGM;

  • capital expenditures that are required to sustain and expand mining activities;

  • the meeting of working capital requirements, contractual obligations and other financial commitments as they fall due;

  • the timing, costs and project economics associated with the Company's development plans for the AGM;

  • estimates regarding the AGM's consumption of key reagents and consumables;

  • the mine sequencing of mineral deposits;

  • any additional work programs to be undertaken by the Company;

  • longer‐term costs savings and a more streamlined and efficient operation going forward resulting from a workforce restructuring;

  • interpretation of the metallurgical testing results received to date and alignment with the metallurgical recovery model;

  • the optimization of the AGM's plant performance;

  • performance of stockpiled ore above management's forecast;

  • timing of delivery of higher grade ore from the Abore pit;

  • the Company's planned and future drilling programs, including at Abore, Midras South, Nkran, Akwasiso, Gyagyatreso and Kaniago West;

  • the timing of the development of new deposits;

  • the ability of the AGM to maintain current inventory levels;

  • the timing of the development of new deposits;

  • success of exploration activities;

  • permitting timelines;

  • renewal of exploration licenses;


- 5 -

  • hedging practices;

  • currency exchange rate fluctuations;

  • requirements for additional capital;

  • operating cash flows;

  • government regulation of mining operations;

  • environmental risks and remediation measures;

  • expected timing for implementation of the Global Industry Standard on Tailings Management;

  • advancement and implementation of the Company's sustainability program;

  • implementation of the Canadian Sustainability Standards Board’s and SEC's ESG disclosure rules;

  • climate change adaptation plan and related energy efficient initiatives;

  • alignment with International Council on Mining and Metals' Mining Principles;

  • unanticipated reclamation expenses;

  • changes in accounting policies and resulting impact on disclosure;

  • higher mined grades than plant feed grades;

  • title disputes or claims; and

  • limitations on insurance coverage.

The timing or magnitude of the events implied by these forward-looking statements, are inherently risky and uncertain.

Key assumptions upon which the Company's forward-looking statements are based, include the following:

  • the price of gold will not decline significantly or for a protracted period of time;

  • the accuracy of the estimates and assumptions underlying Mineral Reserve and Mineral Resource estimates;

  • the Company's ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions;

  • the global financial markets and general economic conditions will be stable and prosperous in the future;

  • the AGM will not experience any significant uninsured production disruptions that would materially affect revenues and/or its financial condition;


- 6 -

  • the ability of the Company to comply with applicable governmental regulations and standards;

  • the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana;

  • the success of the Company in implementing its development strategies and achieving its business objectives;

  • the Company will have sufficient working capital necessary to sustain its operations on an ongoing basis and the Company will continue to have sufficient working capital to fund its operations; and

  • the key personnel of the Company will continue their employment.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. These assumptions should be considered carefully by readers.

Readers are advised to carefully review and consider the risk factors identified in the Company's Annual Information Form ("AIF") under the heading "Risk Factors" and in the other documents incorporated by reference herein for a discussion of the factors that could cause the Company's actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to:

  • the value of the Company's mineral reserves and mineral resources and the outlook for profitable mining from its operations is dependent on continued strong gold prices and achieving planned production rates and LOM costs per ounce to mine and produce gold. Gold prices are historically volatile, and gold can be subject to long periods of depressed prices;

  • the estimation of mineral reserves and mineral resources is a subjective process, the accuracy of which is a function of the quantity and quality of available data and the assumptions made and judgments used in the engineering and geological interpretation of that data and such assumptions and judgment, which may prove unreliable or mistaken. The Company's estimates of mineral reserves and mineral resources may be subject to revision based on various factors, some of which are beyond its control;

  • operational risks related to operating in Ghana;

  • mining risks which affect all companies in the industry to different degrees include the impact and cost of compliance with environmental regulations and the actions of mining opposition groups, adverse changes in mining and reclamation laws and compliance with increasingly complex health and safety rules;

  • other general and specific risks detailed from time-to-time in the Company's quarterly filings, AIFs, annual reports and annual filings with Canadian securities regulators and the SEC and those which are discussed in the Company's most recent AIF which is incorporated by reference into this annual report; and
  • the risk factors described in our AIF under the heading "Risk Factors" that is incorporated by reference into this annual report.

- 7 -

Readers are further cautioned that the foregoing list of risk factors is not exhaustive and it is recommended that readers consult the more complete discussion of the Company's business, financial condition and prospects that is included in the Company's AIF, and in other documents incorporated by reference herein. The forward-looking statements contained in this annual report are made as of the date hereof and, accordingly, are subject to change after such date.

Although the Company believes that the assumptions on which the forward-looking statements are made are reasonable, based on the information available to the Company on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. The Company assumes no obligation to update or to publicly announce the results of any change to any of the forward-looking statements contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements, other than where a duty to update such information or provide further disclosure is imposed by applicable law, including applicable United States federal securities laws.

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATES OF RESERVES AND MEASURED, INDICATED AND INFERRED RESOURCES

Disclosure regarding the Company's mineral properties, including with respect to mineral reserve and mineral resource estimates included in this annual report, was prepared in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained in this annual report is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted to prepare the documents incorporated by reference in this annual report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company's consolidated financial statements are prepared in accordance with IFRS as issued by the IASB. IFRS differs in certain respects from U.S. GAAP and from practices prescribed by the SEC. Therefore, the Company's historic financial statements and the financial statements incorporated by reference in this annual report may not be comparable to financial statements prepared in accordance with U.S. GAAP.

CURRENCY

Unless otherwise indicated, all dollar amounts in this annual report are in United States dollars. The exchange rate of United States dollars into Canadian dollars on December 29, 2023, based upon the rate published by the Bank of Canada, was US$1.00 = CAD$1.3226. The exchange rate of United States dollars into Canadian dollars, on March 25, 2024, based upon the rate as published by the Bank of Canada, was US$1.00 = CAD$1.3583.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are defined in Rule 13a-15(e) under the Exchange Act to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and includes, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


- 8 -

As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our CEO and CFO concluded that, as of December 31, 2023, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective. See section "13. Internal Control" of Management's Discussion and Analysis for the year ended December 31, 2023, filed as Exhibit 99.7 to this Annual Report on Form 40-F.

It should be noted that while the CEO and CFO believe that Galiano's disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that Galiano's disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued in 2013 by The Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2023. There have been no changes in the Company's internal control over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management is responsible for designing, establishing and maintaining a system of internal control over financial reporting to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with IFRS as issued by the IASB. The Board of Directors is responsible for ensuring that management fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements. Management reviewed the results of their assessment with the Company's Audit Committee.

There are inherent limitations in the effectiveness of internal control over financial reporting, including the possibility that misstatements may not be prevented or detected. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Furthermore, the effectiveness of internal control can change with circumstances. The Company has paid particular attention to segregation of duties surrounding its internal control over financial reporting. However, "ideal" segregation of duties is not always feasible as the Company has limited staff resources. This risk is mitigated by management and Board review where appropriate. At the present time, the Company will continue to rely on review procedures to detect potential misstatements in reporting of material to the public.

The Company's management, including the CEO and CFO, believe that any internal control over financial reporting, including those systems determined to be effective and no matter how well conceived and operated, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the control system are met with respect to financial statement preparation and presentation. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


- 9 -

ATTESTATION REPORT OF
REGISTERED PUBLIC ACCOUNTING FIRM

The Company is an "emerging growth company", as defined in Section 3(a) of the Exchange Act, as amended by the Jumpstart Our Business Startups Act. Accordingly, it is not required to provide, and has not provided, an attestation report of the Company's independent registered public accounting firm on the Company's internal control over financial reporting as of December 31, 2023.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Company's Board of Directors has established a separately-designated Audit Committee of the Board in accordance with section 3(a)(58)(A) of the Exchange Act and section 802(B)(2) of the NYSE American Company Guide.

The Company's Audit Committee comprises three directors that the Board of Directors have determined are independent as determined under each of Rule 10A-3 under the Exchange Act and Section 803(A) of the NYSE American Company Guide and financially sophisticated:

• Greg Martin (Chair)

• Michael Price

• Judith Mosely

AUDIT COMMITTEE FINANCIAL EXPERT

The Company's Board of Directors has determined that Greg Martin, the Chair of the Audit Committee of the Board, is an Audit Committee financial expert (as that term is defined in Form 40-F) and is independent, as that term is defined under the NYSE American Company Guide. The SEC has indicated that the designation of Greg Martin as an Audit Committee financial expert does not make him an "expert" for any purpose, impose any duties, obligations or liabilities on him that are greater than those imposed on members of the Audit Committee and the Board of Directors who do not carry this designation or affect the duties, obligations or liabilities of any other member of the Audit Committee or the Board of Directors.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The required disclosure is included under the heading "Audit Committee, Code of Ethics, Accountant Fees and Exemptions - Audit Fees" in Galiano's Annual Information Form for the fiscal year ended December 31, 2023, filed as Exhibit 99.5 to this Annual Report on Form 40-F.


- 10 -

The Company's Audit Committee of the Board has adopted a pre-approval policy. Under this policy, audit and permitted non-audit services will be presented to the Audit Committee of the Board for pre-approval. The Registrant did not rely on the de minimis exemption provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X in respect of the fees set out above.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CASH REQUIREMENTS

The required disclosure is included under the headings "Liquidity and capital resources" and "Commitments" in Galiano's Management's Discussion and Analysis for the year ended December 31, 2023, filed as Exhibit 99.7 to this Annual Report on Form 40-F.

CODE OF BUSINESS CONDUCT AND ETHICS

Adoption of Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics within the meaning of Form 40-F (the "Code of Ethics") for all its directors, executive officers and employees. The text of the Code of Business Conduct and Ethics is posted on the Company's website at: https://www.galianogold.com/corporate/governance/default.aspx.

Amendments or Waivers

During the fiscal year ended December 31, 2023, the Company did not substantively amend, waive or implicitly waive any provision of the Code of Business Conduct and Ethics with respect to any of the directors, executive officers or employees subject to it.

If any amendment to the Code of Ethics is made, or if any waiver from the provisions thereof is granted, Galiano may elect to disclose the information about such amendment or waiver required by Form 40-F to be disclosed, by posting such disclosure on the Company's website, which may be accessed at www.galianogold.com.

NYSE AMERICAN STATEMENT OF GOVERNANCE DIFFERENCES

As a Canadian corporation listed on the NYSE American, the Company is not required to comply with most of the NYSE American corporate governance standards, so long as it complies with Canadian corporate governance practices. In order to claim such an exemption, however, the Company must disclose the significant difference between its corporate governance practices and those required to be followed by U.S. domestic companies under the NYSE American's corporate governance standards. The Company has included a description of such significant differences in corporate governance practices on its website, which may be accessed at www.galianogold.com.


- 11 -

MINE SAFETY DISCLOSURE

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Not applicable.

NOTICES PURSUANT TO REGULATION BTR

The Company did not send any notices required by Rule 104 of Regulation BTR during the year ended December 31, 2023 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

INCORPORATION BY REFERENCE

Exhibits 99.5, 99.6 and 99.7 to this annual report on Form 40-F for the year ended December 31, 2023 are incorporated by reference into the Registration Statement on Form F-10 (Commission File No. 333-268945) of the Company, and to be a part thereof from the date on which this annual report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company has previously filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file this annual report on Form 40-F arises.

Any change to the name or address of the Company's agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Company.


- 12 -

EXHIBITS

Exhibit
Number
Exhibit Description
   
97.1 Clawback Policy
   
99.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
99.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
99.3 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
99.4 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
99.5 Annual Information Form of the Company for the year ended December 31, 2023
   
99.6 Audited Consolidated Financial Statements for the years ended December 31, 2023 and 2022, and the notes thereto
   
99.7 Management's Discussion and Analysis for the years ended December 31, 2023 and 2022
   
99.8 Consent of Ernst & Young LLP
   
99.9 Consent of KPMG LLP
   
99.10 Consent of Robert McCarthy
   
99.11 Consent of Glen Cole
   
99.12 Consent of John Willis
   
99.13 Consent of Oy Leuangthong
   
99.14 Consent of Malcolm Titley
   
99.15 Consent of Anoush Ebrahimi
   
99.16 Consent of Desmond Mossop
   
99.17 Consent of Ismail Mahomed
   
99.18 Consent of Faan Coetzee
   
99.19 Consent of Mitch Hanger
   
101 Interactive Data Files
   
101.INS Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
   
101.SCH Inline XBRL Taxonomy Extension Schema Document
   
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
   
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 

- 13 -

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 26, 2024 GALIANO GOLD INC.
     
     
  By: /s/ Matthew Freeman
    Matthew Freeman
    EVP & Chief Financial Officer
 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F’ Filing    Date    Other Filings
Filed on:3/26/24
3/25/24
For Period end:12/31/236-K
12/29/23
12/31/2240-F,  6-K
4/30/20
 List all Filings 
Top
Filing Submission 0001062993-24-007145   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Mon., Apr. 29, 10:55:31.1am ET