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Galiano GOLD Reports Q4 and Full Year 2023 Operating and Financial Results

Financials Mergers & Acquisitions

GALIANO GOLD REPORTS Q4 AND FULL YEAR 2023

OPERATING AND FINANCIAL RESULTS

Vancouver, British Columbia, February 16, 2024 – Galiano Gold Inc. (“Galiano” or the “Company”) (TSX, NYSE

American: GAU) is pleased to report its fourth quarter (“Q4”) and full year 2023 operating and financial results for

the Company and the Asanko Gold Mine (“AGM”), located in Ghana, West Africa. The AGM is a 50:50 joint venture

(“JV”) with Gold Fields Limited (“Gold Fields”) which is managed and operated by Galiano. On December 21, 2023,

the Company announced it had reached an agreement with Gold Fields to acquire its 45% interest in the AGM.

All financial information contained in this news release is reported in United States dollars.

Consolidation of AGM

 On December 21, 2023, the Company announced it had entered into a binding share purchase agreement

(“SPA”) with subsidiaries of Gold Fields to acquire it s 45% interest in the AGM JV (the "Acquisition"). The

objective of the Acquisition is to consolidate ownershi p of the AGM and establish Galiano as growing gold

producer with robust financial strength, owning and operating one of the largest gold mines in West Africa.

Upon closing of the Acquisition, the Company will own a 90% interest in the AGM with the Government of Ghana

continuing to hold a 10% free-carried interest.

The Acquisition is expected to close in the first quarter of 2024, pending receipt of customary regulatory

approvals in Ghana.

Asanko Gold Mine JV Key Metrics (100% basis):

 Safety: There were no lost-time injuries and one total reco rdable injury recorded during the fourth quarter,

resulting in 12-month rolling LTI and TRI frequency rate s of 0.50 and 1.65 per m illion employee hours worked,

respectively.

 Production performance: Gold production of 31,947 ounces during the fourth quarter. 2023 annual gold

production of 134,077 ounces, exceeding the top end of upward revised guidance of between 120,000 to

130,000 ounces.

 Milling performance: Achieved mill throughput of 1.5 million tonnes (“Mt”) of ore at a grade of 0.8 grams per

tonne (“g/t”) during the fourth quarter. Metallurgical recovery in Q4 2023 was 84%. Mill throughput for 2023

totaled 6.1 Mt, a new record for the AGM.

 Cost performance: Total cash costs 1 of $1,352 per gold ounce (“/o z”) and all-in sustaining costs 1 (“AISC”) of

$2,065/oz for the three months ended December 31, 2023. Full year 2023 AISC1 amounted to $1,522/oz, at the

lower end of downward revised guidance of between $1,500/oz to $1,600/oz. Q4 2023 AISC 1 was elevated as

anticipated due to higher sustaining capital expenditures related to Abore waste stripping and implementation

of a water treatment system at the tailings storage facility (“TSF”).

 Cash flow generation: The JV generated positive cash flow from operations of $24.1 million and Free Cash Flow1

of $2.3 million during the fourth quarter. Full year 2023 Free Cash Flow1 totaled $48.4 million.

1 See “8. Non-IFRS measures”

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 Financial performance: Gold revenue of $59.3 million generated from 30,555 gold ounces sold at an average

realized price of $1,942/oz during the fourth quarter. Net income of $3.7 million and Adjusted EBITDA1 of $9.0

million during the fourth quarter.

 Restart of mining: Hard rock mining operations at the AGM restarted on October 1, 2023, with waste stripping

activities ongoing. The Abore pit remains on track to deliver higher grade ore to the processing plant, as

compared to the current stockpile processing, in Q2 2024.

 Exploration focus: Infill drilling at Abore, designed to convert inferred Mineral Resour ces to the indicated

Mineral Resource category, and early stage drill testing at the Gyagyatreso prospect were completed. Other

2023 exploration programs included drilling at Midras South to advance the deposit towards a potential maiden

Mineral Reserve estimate, and at Nkran to support potential Mineral Resource upgrades. Preliminary

exploration work was also undertaken across the AGM’s regional greenfields targets – with focus on the Aburi

and Sky Gold concessions.

 Robust liquidity: $138.7 million in cash and cash equivalents, $5.7 million in gold sales receivables, $5.1 million

in gold on hand and no debt as of December 31, 2023.

Galiano Highlights:

 Consolidation of AGM JV: On December 21, 2023, the Company announced the execution of the SPA to acquire

Gold Fields’ 45% interest in the AGM JV.

 Stable balance sheet: Cash and cash equivalents of $55.3 million as at December 31, 2023 and no debt.

 Earnings: Net loss of $5.8 million or $0.03 per common shar e during the fourth quart er, which includes the

Company’s share of the JV’s net earnings for the qu arter and a downward fair value adjustment on the

Company’s preferred shares in the JV.

“The AGM continues to perform well, with full year 2023 gold production surpassing the upper end of guidance of

between 120,000 to 130,000 ounces,” stated Matt Badylak, Galiano’s President and Chief Executive Officer. “Strong

production enabled the mine to continue to generate ca sh during the fourth quarter despite the planned elevated

capital expenditure. With mining operations at the AGM having recommenced during the quarter, Abore is on track

to deliver higher grade ore to the processing plant by the second quarter of 2024. Heal th and safety remain a top

priority throughout the organization, and I am encouraged by the progress and execution of safety measures and

strategies at the AGM.

At the corporate level, I am very pleased with the announ cement of our acquisition of Go ld Fields’ 45% interest in

the joint venture. This transact ion is transformational for Galiano and provid es a strong foundation to grow into a

mid-tier gold producer. Galiano closed the quarter with $55 million in cash and no debt, and on a pro forma basis,

after closing the acquisition with Gold Fields, the consol idated Galiano group will have approximately $130 million

in cash while remaining debt free. The strengthening of our balance sheet will allow us to execute on our self-

financed life of mine plan at the AGM, in addition to seeking additional opportunities for long term growth.”

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Asanko Gold Mine – Summary of quarterly operational and financial highlights (100% basis)

Asanko Gold Mine (100% basis) Q4 2023 Q3 2023 Q2 2023 Q1 2023 Q4 2022

Mining

Ore mined (‘000t) 22 - - - -

Waste mined (‘000t) 3,415 - - - -

Total mined (‘000t) 3,437 - - - -

Strip ratio (W:O) 155.2 - - - -

Average gold grade mined (g/t) 0.7 - - - -

Mining cost ($/t mined)2 4.30 - - - -

Ore tonnes trucked (‘000 t) 657 695 729 1,367 503

Ore transportation cost ($/t trucked) 6.54 6.63 5.88 5.51 6.19

Processing

Ore milled (‘000t) 1,486 1,573 1,457 1,566 1,518

Average mill head grade (g/t) 0.8 0.8 0.8 0.9 0.8

Average recovery rate (%) 84 87 85 73 80

Processing cost ($/t milled) 9.94 9.69 11.01 9.78 10.06

G&A cost ($/t milled) 5.55 4.16 4.68 4.09 4.20

Gold produced (oz) 31,947 35,779 33,673 32,678 34,090

Financials, costs and cash flow

Revenue ($m) 59.5 67.8 64.1 65.2 57.8

Gold sold (oz) 30,555 35,522 32,912 35,174 34,202

Average realized gold price ($/oz) 1,942 1,902 1,944 1,850 1,686

Total cash costs1 ($/oz) 1,352 1,056 1,127 1,083 1,031

All-in sustaining costs1 ($/oz) 2,065 1,445 1,374 1,268 1,191

All-in sustaining margin1 ($/oz) (123) 457 570 582 495

All-in sustaining margin1 ($m) (3.8) 16.2 18.8 20.5 16.9

Income from mine operations ($m) 8.7 23.7 24.4 24.7 19.2

Adjusted net income1 ($m) 3.7 21.3 24.4 20.6 19.6

Cash provided by operating activities ($m) 24.1 39.7 18.0 18.9 11.1

Free cash flow1 ($m) 2.3 24.0 10.1 12.0 5.5

2 No unit mining costs in Q1 to Q3 2023 as no tonnes were mined.

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Asanko Gold Mine – Financial and operational highlights for the three months and years ended December 31,

2023 and 2022 (100% basis)

 The AGM produced 31,947 ounces of gold during Q4 2023, as the processing plant achieved milling throughput

of 1.5 Mt of ore at a grade of 0.8 g/t with metallurgical recovery averaging 84%.

 Produced 134,163 ounces of gold in 2023, exceeding the upper end of revised 2023 production guidance of

between 120,000 to 130,000 ounces as stockpile grades performed better than expected.

 Sold 30,555 ounces of gold in Q4 2023 at an average realized gold price of $1,942/oz for total revenue of $59.5

million (including $0.2 million of by-product silver revenue), an increa se of $1.7 million from Q4 2022. The

increase in revenue quarter-on-quarter was due to a 15% in crease in realized gold pr ices relative to Q4 2022,

partly offset by an 11% reduction in sales volumes.

 Income from mine operations for Q4 2023 totaled $8.7 million compared to $19.2 million in Q4 2022. The

decrease in income from mine operations was due to a $10.4 million increase in cost of sales that resulted from

a portion of the mill feed including stockpiled ore whic h had a higher average cost, recognizing a $5.0 million

legal provision related to a dispute with a former mi ning contractor, and recording a $2. 3 million provision

against supplies inventory. This was partly offset by the $1.7 million increase in revenue described above.

 Reported Adjusted EBITDA1 of $9.0 million in Q4 2023 compared to $ 22.8 million in Q4 2022. The decrease in

Adjusted EBITDA1 was largely driven by the decrease in inco me from mine operations described above and

favourable foreign exchange movements in Q4 2022.

 Total cash costs 1 in Q4 2023 amounted to $1,352/oz compared to $1,031/oz in Q4 2022. Gold sales volumes

decreased by 11% in Q4 2023, which had the effect of increasing fixed costs on a per ounce basis. Additionally,

a portion of the mill feed during Q4 2023 included stoc kpiled ore which had a higher average cost, resulting in

higher production costs. The AGM also recorded a $2 .3 million provision against supplies inventory during Q4

2023, resulting in a $75/oz increase to total cash costs1.

(All amounts in 000's of US dollars, unless otherwise stated) 2023 2022 2023 2022

Asanko Gold Mine (100% basis)

Financial results

Revenue 59,514 57,808 256,543 297,136

Income from mine operations 8,675 19,167 81,483 71,653

Net income 3,664 83,712 69,940 103,223

Adjusted net income

1

3,664 19,627 69,940 58,058

Adjusted EBITDA

1

9,020 22,810 82,899 79,248

Cash and cash equivalents 138,655 91,271 138,655 91,271

Cash generated from operating activities 24,058 11,135 100,720 75,479

Free cash flow

1

2,285 5,528 48,373 43,780

AISC margin

1

(3,758) 16,930 51,787 70,664

Key mine performance data

Gold produced (ounces) 31,947 34,090 134,077 170,342

Gold sold (ounc es) 30,555 34,202 134,163 167,849

Av erage realized gold price ($/oz) 1,942 1,686 1,908 1,767

Tot al cash costs ($ per gold ounce sold)

1

1,352 1,031 1,148 1,157

AISC ($ per gold ounce sold)

1

2,065 1,191 1,522 1,346

Three months ended December 31, Year ended December 31,

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 AISC1 for Q4 2023 was $2,065/oz compared to $1,191/oz in the comparative period. AISC 1 was higher in the

current quarter predominately due to the increase in total cash costs per ounce 1 described above and higher

sustaining capital expenditures ($504/oz increase) to support the restart of mining in Q4 2023 (including pre-

stripping activities at Abore), implementation of a water treatment system and additional work completed on a

TSF lift.

 The AGM generated $24.1 million of cash flow from operating activities and free cash flow1 of $2.3 million during

Q4 2023. This compares to $11.1 million of cash flow from operating activities and free cash flow1 of $5.5 million

during Q4 2022. The decrease in free cash flow1 was primarily due to higher capital spend to support a restart

of mining operations.

Galiano Gold Inc. – Financial highlights for the three months and years ended December 31, 2023 and 2022

 The Company reported a net loss of $5.8 million in Q4 20 23, compared to net income of $28.5 million in Q4

2022. The reduction in net earnings during Q4 2023 wa s primarily due to a $3.9 million downward fair value

adjustment on the Company’s preferred shares in the JV and higher general and administrative expenses

resulting from an increase in the fair value of cash -settled long-term incentive plan awards linked to the

Company’s share price.

Net income was higher in Q4 2022 due to the Company recording its shar e of the JV’s net earnings which

amounted to $46.5 million, and included the Company’s share of an impairment reversal recorded at the AGM

JV. Partly offsetting the higher share of JV net income in Q4 2022 was a $22.2 million downward fair value

adjustment on the Company’s preferred shares in the JV.

 Adjusted EBITDA1 for Q4 2023 amounted to $0.1 million, compared to $8.2 million in Q4 2022. The decrease in

Adjusted EBITDA 1 was due to a reduction in the Company’s attr ibutable interest in the AGM JV’s Adjusted

EBITDA1 and higher share-based compensation expense in Q4 2023.

 Cash used in operating activities in Q4 2023 was $1.6 million, compared to cash provided by operating activities

of $0.8 million in Q4 2022. The increase in cash used in operating activities from Q4 2022 to Q4 2023 was largely

driven by a positive working capital movement in Q4 2022 due to higher accounts payable and collecting the

Company’s service fee receivable from the JV.

 As of December 31, 2023, the Company had cash and cash equivalents of $55.3 million and no debt.

2024 AGM Guidance

The Company will provide guidance for its consolidated business after closing of the Acquisition.

This news release should be read in conjunction with Galiano’s Management’s Discussion and Analysis and the

Audited Annual Consolidated Financial Statements for the years ended December 31, 2023 and 2022, which are

available at www.galianogold.com and filed on SEDAR+.

(All amounts in 000's of US dollars, unless otherwise stated) 2023 2022 2023 2022

Galiano Gold Inc.

Net (loss) inc ome (5,758) 28,500 26,085 40,809

Net (loss) inc ome per c ommon shar e (0.03) 0.13 0.12 0.18

Adjusted net (loss) income

1

(5,758) (6,010) 26,085 6,299

Adjusted net (loss) income per common share

1

(0.03) (0.03) 0.12 0.03

Adjusted EBITDA

1

98 8,169 26,754 28,827

Cash and cash equivalents 55,270 56,111 55,270 56,111

Three months ended December 31, Year ended December 31,

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1 Non-IFRS Performance Measures

The Company has included certain non-IFRS performance measures in this news release. These non-IFRS

performance measures do not have any standardized meaning and therefore may not be comparable to similar

measures presented by other issuers. Accordingly, these performance measures are intended to provide additional

information and should not be considered in isolation or as a substitute for measures of performance prepared in

accordance with IFRS. Refer to the Non-IFRS Measures section of Galiano’s Management’s Discussion and Analysis

for an explanation of these measures and reconciliations to the Company’s and the JV’s reported financial results in

accordance with IFRS.

 Total Cash Costs per Gold Ounce

Management of the Company uses total cash costs per gold ounce sold to monitor the operating performance

of the JV. Total cash costs include the cost of produc tion, adjusted for share-based compensation expense, by-

product revenue and production royalties per ounce of gold sold.

 All-in Sustaining Costs per Gold Ounce and All-in Sustaining Margin

The Company has adopted the reporting of “all-in sustaining costs per gold ounce” (“AISC”) as per the World

Gold Council’s guidance. AISC includ e total cash costs, corporate over head expenses, sustaining capital

expenditure, sustaining capitalized stripping costs, reclamation cost accretion and lease payments made to and

interest expense on the AGM’s mining and service lease agreements per ounce of gold sold. Excluded from AISC

are one-time severance charges in line with World Gold Council guidance. All-in sustaining margin is calculated

by taking the average realized gold price for a period less that period’s AISC.

 EBITDA and Adjusted EBITDA

EBITDA provides an indication of the Company’s continuing capacity to generate income from operations before

taking into account the Company’s financing decisions and costs of amortizing capital assets. Accordingly, EBITDA

comprises net income (loss) excluding interest expense, interest income, amortization and depletion, and income

taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and to include the Company’s interest in

the Adjusted EBITDA of the JV. Other companies and JV partners may calculate EBITDA and Adjusted EBITDA

differently.

 Free cash flow

The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company

and certain investors and analysts use free cash flow to evaluate the JV’s performance with respect to its

operating cash flow capacity to meet non-discretionary outflows of cash. The presentation of free cash flow is

not meant to be a substitute for the cash flow information presented in accordance with IFRS, but rather should

be evaluated in conjunction with such IFRS measures. Free cash flow is calculated as cash flows from operating

activities of the JV adjusted for cash flows associated with sustaining and non-sustaining capital expenditures

and payments made to mining and service contractors for leases capitalized under IFRS 16.

 Adjusted net income and adjusted net income per common share

The Company has included the non-IFRS performance measures of adjusted net income and adjusted net income

per common share. Neither adjusted net income nor adjusted net income per share have any standardized

meaning and are therefore unlikely to be comparable to other measures presented by other issuers. Adjusted

net income excludes certain non-cash items or non-recurring items from net income or net loss to provide a

measure which helps the Company and investors to evaluate the results of the underlying core operations of the

Company or the JV and its ability to generate cash flow s and is an important indicato r of the strength of the

Company’s or the JV’s operations and performance of its core business.

Qualified Person

Richard Miller, P.Eng., Vice President Te chnical Services with Galiano Gold Inc. , is a Qualified Person as defined by

Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has approved the scientific

and technical information contained in this news release.

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About Galiano Gold Inc.

Galiano is focused on creating a sustainable business ca pable of value creation for all stakeholders through

production, exploration and disciplined deployment of its financial resources. The Company operates and manages

the Asanko Gold Mine, which is located in Ghana, West Africa, and jointly owned with Gold Fields. Galiano is

committed to the highest standards for environmental management, social responsibility, and the health and safety

of its employees and neighbouring communities. For more information, please visit www.galianogold.com.

Contact Information

Krista Muhr

Toll-Free (N. America): 1-855-246-7341

Telephone: 1-778-239-0446

Email: [email protected]

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 collectively as “forward-looking statements”. Forward-looking

statements are statements and information 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”, “plan”, “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: the ability of the Company to satisfy

the conditions required to close the Acquisition; the receipt of all necessary regulatory approvals in connection with

the Acquisition; the expected timing for closing the Acquisition; the operating plans for the AGM under the JV between

the Company and Gold Fields; the ability of the Company to execute on its self-financed life of mine (“LOM”) plan at

the AGM; opportunities for growth at the corporate leve l; commitment to health and safety; planned and future

drilling programs; anticipated production and cost guidance; mine restart plans and timing thereof; timing of delivery

of higher grade ore from the Abore pit; and statements regarding the usefulness and comparability of certain non-

IFRS measures. Such forward-looking statements are based on a number of material factors and assumptions,

including, but not limited to: the Company and Gold Fields will agree on the manner in which the JV will operate the

AGM, including agreement on the LOM plan, development plans and capital expenditures; 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 ability of the JV and the Company to

comply with applicable governmental regulations and standards; the mining laws, tax laws and other laws in Ghana

applicable to the AGM and the JV will not change, and there will be no imposition of additional exchange controls in

Ghana; the success of the JV and the Company in implementing its development strategies and achieving its business

objectives; the JV 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 contributions to the JV; and the

key personnel of the Company and the JV will continue their employment.

The foregoing list of assumptions cannot be considered exhaustive.

Forward-looking statements involve known and unknown ri sks, 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,

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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 expressed in the forward-looking statements contained in this

news release, include, but are not limited to: the mineral reserve and mineral resource estimates may change and

may prove to be inaccurate; metallurgical recoveries may not be economically viable; risks associated with the

Company ceasing its mining operations during 2023; LO M estimates are based on a number of factors and

assumptions and may prove to be incorre ct; risks related to the Company’s ability to close the Acquisition; risks

related to the expected benefits of th e Acquisition; the risk that the Company and Gold Fields will not agree on the

manner in which the JV will operate the AGM; actual pr oduction, 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 history

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 geotechnical failures) may result in operating 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, re move deleterious 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 JV’s mineral properties may experience a loss of ore due to ille gal mining activiti es; 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 negative impact on global financial conditions,

demand for commodities and supply chains and could adversely affect the Company’s business, financial 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, compliance with which may be difficult, uneconomic 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 encoun tered 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

the delivery of essential commodities which could negatively affect production efficiency; the Company's operations

and workforce are exposed to health and safety risks; unexpected 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 may be subject to claims by

various community stakeholders; risks related to limited acce ss to infrastructure and water; risks associated with

establishing new mining operations; the 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 the

control of AGM cashflows and operation through a joint venture; 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 abilit y to repatriate funds; risks related to the Company's

internal controls over financial reporting and compliance with applicable accounting regulations and securities laws;

risks related to information systems security threats; no n-compliance with public disclo sure obligations could have

an adverse effect on the Company’s stock price; the carr ying 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's

primary asset is held through a joint venture, which exposes the Company to risks inherent to joint ventures, including

disagreements with joint venture partners and similar risk s; the Company may be liable for uninsured 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 community relations which