Galiano GOLD Files Prospectus Supplement Qualifying Atm Offering
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GALIANO GOLD FILES PROSPECTUS SUPPLEMENT
QUALIFYING ATM OFFERING
Vancouver, British Columbia, June 25, 2020 – Galiano Gold Inc. (“Galiano ” or the “Company”) (TSX,
NYSE American: GAU) (formerly Asanko Gold Inc.) is pleased to announce that it has entered into an
At-The-Market Offering Agreement dated June 25, 2020 (the “ATM Agreement”) with H.C. Wainwright
& Co. (the “Lead Agent”) and Cormark Securities as co-agent (together with the Lead Agent, the
“Agents”). Under the ATM Agreement the Company may, at its discretion and from time-t o-time during
the term of the ATM Agreement, sell, through the Lead Agent, common shares of the Company (the
“Common Shares”) for aggregate gross proceeds to the Company of up to US$50.0 million (the
“Offering”). Sales of Common Shares will be made through “at-the-market distributions” as defined in
the Canadian Securities Administrators’ National Instrument 44-102 - Shelf Distributions, including sales
made directly on the NYSE American stock exchange (the “NYSE American” ), or any other recognized
trading market upon which the Common Shares are listed or quoted in the United States. No offers or
sales of Common Shares will be made in Canada on the Toronto S tock Exchange (the “TSX”) or other
trading markets in Canada. The Company will pay the Agents a commission of 3.0% of the aggregate
gross proceeds from each sale of Common Shares and has agreed to provide the Agents with customary
indemnification and contribution rights. The Company will also reimburse the Agents for certain
specified expenses in connection with the ATM Agreement.
In addition, in connection with Gold Fields Limited’s (“GF”) existing pre-emptive right to maintain its 9.9%
pro rata ownership interest in the Company, the Company has agr eed to sell to GF, from time to time
during the term of the Offering at GF’s election, on a private basis, such number of Common Shares as
represent 9.9% of the Common Shares issued under the Offering, if any.
The Company will determine, in its sole discretion, the date, price and number of Common Shares to be
sold under the Offering, if any . Any Common Shares sold in the Offering will be distributed at market
prices or prices related to prevailing market prices from time to time. The Company is not required to sell
any Common Shares in the Offering at any time.
The Offering is being made by way of a prospectus supplement dated June 25, 2020 (the “Prospectus
Supplement”) to the Company’s existing U .S. registration statement on Form F-10 (the “Registrati on
Statement”) and Canadian short form base shelf prospectus (the “Base Shelf Prospectus”) each dated June
11, 2020. The P rospectus Supplement relating to the Offering has been filed with the securities
commissions in each of the provinces and territories of Canada (other than Q uébec) and with the U.S.
Securities and Exchange Commission (the "SEC"). The Prospectus S upplement and the Reg istration
Statement are available on the SEC's website ( www.sec.gov) and the Prospectus Supplement (together
with the related Base Shelf Prospectus) is available on the SEDAR website maintained by the Canadian
Securities Administrators at www.sedar.com. Alterna tively, the Lead Agent will provide copies o f the
Prospectus Supplement (together with the related Base Shelf Prospectus and the Registration Statement
upon request by contacting H.C. Wainwright & Co. , LLC, at 43 0 Park Avenue, 3 rd Floor, New York, New
York 10022, by e-mail: [email protected] or telephone: (646) 975-6996.
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The Company expects to use any net proceeds of the Offering for general corporate and working capital
requirements, including, but not limited to, funding ongoing exploration and operations at the Asanko
Gold M ine, funding the Company’s working capital requirements, repaying indebtedness outstanding
from time to time, completing future acquisitions and/or for other corporate purposes.
The NYSE American has approved the listing of the Offered Shares offered here under, subject to official
notice of issuance. The TSX has conditionally approved the listing of the Offered Shares, subject to the
Company fulfilling all of the listing requirements of the TSX.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor
will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Enquiries:
Lynette Gould
SVP Investor Relations
Toll-Free (N. America): 1-855-246-7341
Telephone: 1-778-729-0608
Email: [email protected]
About Galiano Gold Inc.
Galiano is focused on creating a sustainable business capable of long -term value creation for its
stakeholders through organic production growth, exploration and disciplined deployment of its financial
resources. The company currently operates and manages the Asanko Gold Mine, located in Ghana, West
Africa which is jointly o wned with Gold Fields Ltd. The Company is strongly committed to the highest
standards for environmental management, social responsibility, and health and safety for its em ployees
and neighbouring communities.
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 an d “forward-looking information” within the m eaning of applicable
Canadian securities laws, which we refer to collecti vely as “forward -looking statements”. Forward -looking
statements are statements and information regarding possible events, conditions or re sults of operations that are
based upon assumptions about future conditions and cour ses 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”,
“forecast”, “intend”, “believe”, “predict”, “potential”, “target”, “may”, “could”, “would”, “might”, “will” and similar
words or phrases (including negative variations) suggesting 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 sale
of Common Shares by the Company pursuant to the Offering; the expected use of proceeds received from the Offering
by the Company, if any; and the Company’s fulfillment of the TSX’s requirements for the listing of the Common Shares
which may be offered pursuant to the Offering. Such forward-looking statements are based on a number of material
factors and assumptions, including, but not li mited to: that the Company makes sales of Common Shares pursuant
to the Offering and employs the proceeds therefrom as currently expected; and that the Company is able to fulfill the
TSX’s requirements for the listing of the Common Shares which may be offered pursuant to the Offering.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause
actual results, performance or ac hievements to differ materially from those a nticipated in such forward -looking
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statements. The Company believes the e xpectations reflected in such forward -looking statements are reasonable,
but no assurance can be given that these expectations will prove t o be correct and you are cautioned not to pl ace
undue reliance on forward -looking st atements contained herein. Some o f the risks and other factors which could
cause actual results to differ materially from those expressed in the forward -looking statements contained in this
news release, include, but are not limited to: the Company not making any sales under the Offering and receiving no
proceeds therefrom; the Company employing the proceeds from the Offering, if any, in a manner different than
currently contemplated; and the Company not receiving TSX approval for the listing of the Common Shares that may
be issued pursuant to the Offering.
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 t hat 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, estima tes and opinions or other circumstances should change, except as otherwise required
by applicable law.
Neither the Toronto Stock Exchange n or the Investment Industry Regulatory Organi zation of Canada accepts
responsibility for the adequacy or accuracy of this release.
Source: Galiano Gold Inc.