Galiano GOLD Announces Closing of Transformational Transaction
GALIANO GOLD ANNOUNCES CLOSING OF
TRANSFORMATIONAL TRANSACTION
(all dollar amounts in USD)
Vancouver, British Columbia, March 4, 2024 – Galiano Gold Inc. (“Galiano” or the “Company”) (TSX, NYSE
American: GAU) is pleased to announce the successful completion of the previously announced (see press release
dated December 21, 2023) acquisition of Gold Fields Grou p Ltd.’s (“Gold Fields”) 45% interest in the Asanko Gold
Mine (the “AGM”) (the “Acquisition”). Galiano is establishing itself as a growing gold producer with robust financial
strength, owning and operating one of the largest gold mines in West Africa.
Pursuant to the Acquisition, Galiano has issued to Gold Fields 28.5 million common sh ares ("Galiano Shares"),
resulting in Gold Fields owning 19.9% of Galiano's issu ed and outstanding shares, an d will also provide future
deferred and contingent consideration of up to $85 million. Gold Fields has also received $65 million in cash,
equivalent to its effective interest in the cash balance of the joint venture and retained a 1% net smelter return
royalty capped at 447,000 ounces of gold production from the Nkran deposit. Galiano and Gold Fields have entered
into an amended investor rights agreement which includes a 12-month standstill period and other customary rights,
including a pre-emptive right for Gold Fields to maintain its current ownership interest.
Matt Badylak, Galiano’s President and CEO, stated, “The closing of the Acquisition is a truly formative event that
strategically re-positions this company as an emerging mid-tier gold producer and we look forward to continuing
to unlock significant value for all our stakeholders in the newly transformed Galiano.”
Contact Information
Krista Muhr
SVP, Investor Relations
(778) 239-0446
Email: [email protected]
About Galiano Gold Inc.
Galiano is focused on creating a sustainable business ca pable of value creation for all stakeholders through
production and exploration of its mine ral interests, and discip lined deployment of its financial resources. The
Company owns and operates the Asanko Gold Mine, which is located in Ghana, West Africa. Galiano is committed
to the highest standards for environmental management, so cial responsibility, and the health and safety of its
employees and neighbouring communities. For more information, please visit www.galianogold.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information contained in this news release constitute "forward-looking statements" within
the meaning of applicable U.S. securities laws and "forward-looking information" within the meaning of applicable
Canadian securities laws, which we refer to collectiv ely as "forward-looking statements". Forward-looking
statements are statements and informat ion regarding possible events, conditions or results of operations that are
based upon assumptions about future conditions and courses of action. All statements and information other than
statements of historical fact may be forward looking statements. In some cases, forward-looking statements can be
identified by the use of words such as "seek", "expect" , "anticipate", "budget", "pla n", "estimate", "continue",
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"forecast", "intend", "believe", "predict", "potential", "target", “future”, "may", "could", "would", "might", "will" and
similar words or phrases (including negative variations) su ggesting future outcomes or statements regarding an
outlook.
Forward-looking statements in this news release include, but are not limited to: statements with respect to the
deferred and contingent consideration payable pursuant to the Acquisition; an d the benefits of the Acquisition to
the Company and its stakeholders. Such forward-looking statements are based on a number of material factors and
assumptions, including, but not limited to: the success of the Company in implementing its development strategies
and achieving its business objectives; development plans and capital expenditures; the price of gold will not decline
significantly or for a protracted period of time; the accu racy 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 econom ic conditions; the global fi nancial markets and general
economic conditions will be stable and prosperous in the future; the ab ility 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 cont rols in Ghana; the Company
will continue to have sufficient work ing capital to fund its operations; an d the key personnel of the Company will
continue their employment.
The foregoing list of assumptions cannot be considered exhaustive.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause
actual results, performance or achievements to differ ma terially from those anticipated in such forward-looking
statements. The Company believes the expectations reflec ted in such forward-looking statements are reasonable,
but no assurance can be given that these expectations will prove to be correct and you are cautioned not to place
undue reliance on forward-looking statements contained herein. Some of the risks and other factors which could
cause actual results to differ materially from those expr essed in the forward-looking statements contained in this
news release, include, but are not limited to: risks relate d to the expected benefits of the Acquisition; the mineral
reserve and mineral resource estimates may change and ma y prove to be inaccurate; metallurgical recoveries may
not be economically viable; LOM estimates are based on a number of factors and assumptions and may prove to be
incorrect; actual production, costs, returns and other economic and financial performance may vary from the
Company's estimates in response to a variety of factors, many of which are not within the Company's control;
inflationary pressures and the effects thereof; the AGM has a limited operating hist ory and is subject to risks
associated with establishing new mining operations; sustained increases in costs, or decreases in the availability, of
commodities consumed or otherwise used by the Company may adversely affect the Company; adverse geotechnical
and geological conditions (including ge otechnical failures) may result in oper ating delays and lower throughput or
recovery, closures or damage to mine infrastructure; th e ability of the Company to treat the number of tonnes
planned, recover valuable materials, remove deleteriou s materials and process ore, concentrate and tailings as
planned is dependent on a number of factors and assumptions which may not be present or occur as expected; the
Company's mineral properties may experience a loss of ore due to illegal mining activities; the Company's operations
may encounter delays in or losses of production due to equipment delays or the availability of equipment; outbreaks
of COVID-19 and other infectious diseases may have a ne gative impact on global financial conditions, demand for
commodities and supply chains and could adversely affect the Company's business, fina ncial condition and results
of operations and the market price of the common shares of the Company; the Company's operations are subject to
continuously evolving legislation, co mpliance with which may be difficult, une conomic or require significant
expenditures; the Company may be unsuccessful in attracting and retaining key personnel; labour disruptions could
adversely affect the Company's operations; recoveries may be lower in the future and have a negative impact on the
Company's financial results; the lower recoveries may persist and be detrimental to the AGM and the Company; the
Company's business is subject to risks associated with operating in a foreign country; risks related to the Company's
use of contractors; the hazards and risks normally encountered in the exploration, development and production of
gold; the Company's operations are subject to environmental hazards and compliance with applicable environmental
laws and regulations; the effects of climate change or extreme weather events may cause prolonged disruption to
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the delivery of essential commodities which could negatively affect production efficiency; the Company's operations
and workforce are exposed to health and safety risks; unexp ected costs and delays related to, or the failure of the
Company to obtain, necessary permits could impede the Company's operations; the Company's title to exploration,
development and mining interests can be uncertain and may be contested; geotechnical risks associated with the
design and operation of a mine and related civil structures ; the Company's properties ma y be subject to claims by
various community stakeholders; risks related to limited a ccess to infrastructure and water; risks associated with
establishing new mining operations; th e Company's revenues are dependent on the market prices for gold, which
have experienced significant recent fluctuations; the Company may not be able to secure additional financing when
needed or on acceptable terms; the Company's shareholders may be subject to future dilution; risks related to
changes in interest rates and foreign currency exchange rates; risks relating to credit rating downgrades; changes to
taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds; risks
related to the Company's internal controls over financ ial reporting and compliance with applicable accounting
regulations and securities laws; risks related to informat ion systems security threats; non-compliance with public
disclosure obligations could have an adverse effect on the Company's stock price; the carrying value of the
Company's assets may change and these assets may be subject to impairment charges; risks associated with changes
in reporting standards; the Company may be liable for un insured or partially insured losses; the Company may be
subject to litigation; damage to the Company's reputation could result in decreased investor confidence and
increased challenges in developing and maintaining comm unity relations which may have adverse effects on the
business, results of operations and financial conditions of the Company and the Company's share price; the Company
may be unsuccessful in identifying ta rgets for acquisition or completing suit able corporate transactions, and any
such transactions may not be beneficial to the Company or its shareholders; the Company must compete with other
mining companies and individuals for mining interests; the Company's growth, future profitability and ability to
obtain financing may be impacted by global financial conditions; the Company's comm on shares may experience
price and trading volume vola tility; the Company has never paid dividends and does not expect to do so in the
foreseeable future; the Company's shareholders may be un able to sell significant qu antities of the Company's
common shares into the public trading markets without a significant reduction in the price of its common shares, or
at all; and the risk factors described under the heading "Risk Factors" in the Company's Annual Information Form.
Although the Company has attempted to identify important factors that could cause actual results or events to differ
materially from those described in the forward-looking statements, you are cautioned that this list is not exhaustive
and there may be other factors that the Company has not identified. Furthermore, the Company undertakes no
obligation to update or revise any forward-looking statements included in, or incorporated by reference in, this news
release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required
by applicable law.