GFI Gold Fields Ltd

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

  NAMES OF REPORTING PERSONS:

  Gold Fields Limited

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☑        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS:

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Republic of South Africa

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  21,971,657*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  21,971,657*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  21,971,657*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  9.77%

  TYPE OF REPORTING PERSON:

  CO

Consists of 21,971,657 common shares held by Marsh Holdings Inc., which may be deemed beneficially owned by Gold Fields Limited by virtue of Marsh Holdings Inc. being an indirect wholly owned subsidiary of Gold Fields Limited.

  NAMES OF REPORTING PERSONS:

  Gold Fields Netherlands Services B.V.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☑        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS:

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Netherlands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  21,971,657*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  21,971,657*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  21,971,657*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  9.77%

  TYPE OF REPORTING PERSON:

  CO

Consists of 21,971,657 common shares held by Marsh Holdings Inc., which may be deemed beneficially owned by Gold Fields Netherlands Services B.V. by virtue of Marsh Holdings Inc. being a wholly-owned subsidiary of Gold Fields Netherlands Services B.V.

  NAMES OF REPORTING PERSONS:

  Marsh Holdings Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☑        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS:

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  British Columbia, Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  21,971,657

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  21,971,657

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  21,971,657

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  9.77%

  TYPE OF REPORTING PERSON:

  CO

Confidential treatment has been requested with respect to certain portions of this exhibit.

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

ARTICLE 2 PURCHASE AND SALE OF SHARES

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

ARTICLE 3 COVENANTS

3.1

3.3

3.4

3.5

3.6

3.7

ARTICLE 4 CLOSING ARRANGEMENTS

4.1

4.2

4.3

4.4

ARTICLE 5 CONDITIONS OF CLOSING

5.1

5.2

5.3

5.4

ARTICLE 6 TERMINATION

6.1

6.2

ARTICLE 7 SECURITY

7.1

ARTICLE 8 GALIANO GUARANTEE

8.1

ARTICLE 9 REPRESENTATIONS AND WARRANTIES

9.1

9.2

9.3

9.4

ARTICLE 10 RELEASE

10.1

10.2

ARTICLE 11 INDEMNIFICATION

11.1

11.2

11.3

11.4

11.5

11.6

11.7

11.8

11.9

11.10

11.11

11.12

11.13

11.14

ARTICLE 12 TAX MATTERS

12.1

12.2

12.3

12.4

12.5

ARTICLE 13 GENERAL

13.1

13.2

13.3

13.4

13.5

13.6

13.7

13.8

13.9

13.10

13.11

13.12

13.13

13.14

13.15

SCHEDULE A Required Arrangements

SCHEDULE B Required Regulatory Approvals

SCHEDULE C Representations and Warranties

SCHEDULE D Issuances of Galiano Shares

EXHIBIT A Amended and Restated Investor Rights Agreement

EXHIBIT B Royalty Agreement

EXHIBIT C Amended and Restated Registration Rights Agreement

EXHIBIT D Termination Agreement

EXHIBIT E Form of Share Charge

“Acceleration Event” means the making of a demand, or the taking of any other enforcement step, by one or more Persons for the payment in full of any indebtedness owed by Galiano and/or any of its Affiliates in an aggregate amount exceeding US$25,000,000, including the acceleration by a Person of the time for payment of any such indebtedness to a time prior to its stated maturity following an event of default, and such demand shall not have been paid prior to the earlier of the expiry of any applicable grace period, or where no applicable grace period exists, fifteen (15) Business Days following the making of such demand.

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to “control” another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” shall have a similar meaning. For greater certainty, none of Mineco, Exploreco or Finco shall be considered an Affiliate of the Purchaser Parties, the Vendors or Gold Fields at any time prior to the Closing Time.

“Agreement” means this share purchase agreement, including all Schedules and Exhibits to this share purchase agreement, as amended, supplemented, restated and replaced from time to time in accordance with its provisions.

“Ancillary Agreements” means the IRA, the Royalty Agreement, the RRA, the Galiano International Share Charge, the GG IOM Share Charge, and the Termination Agreement.

“Anti-Corruption Law” means the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States), or any similar legislation in any applicable jurisdiction relating to corruption, bribery and money laundering.

“Applicable Law” means, with respect to any Person, property, transaction, event or other matter, (a) any foreign, domestic, international, national, federal, provincial, state, territorial, local, regional, municipal, or other constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, rule, by-law, Order, Tax or other requirement having the force of law, (b) any policy, practice, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law (collectively as set out in the foregoing clauses (a) and (b), “Law”), in each case relating or applicable to such Person, property, transaction, event or other matter and also includes, where appropriate, any interpretation of Law (or any part thereof) by any Person having jurisdiction over it, or charged with its administration or interpretation.

“Assets” means the assets of Finco and GFINBV as of the Effective Date.

“Basket” has the meaning attributed to that term in Section 11.5(1).

“Books and Records” means the corporate, accounting, financial and other books and records of an entity.

“Business Day” means any day, except Saturdays and Sundays, on which banks are generally open for business in any of (i) Vancouver, Canada, (ii) Leiden, the Netherlands, (iii) Douglas, Isle of Man, and (iv) Road Town, British Virgin Islands.

“Cash Purchase Price” has the meaning attributed to that term in Section 2.3(2).

“Charged Shares” has the meaning attributed to that term in Section 7.1(1).

“Claim” means any act, omission or state of facts and any demand, action, investigation, inquiry, suit, proceeding, claim, assessment, judgment or settlement or compromise relating thereto which may give rise to a right of indemnification under this Agreement.

“Closing” means the completion of the purchase and sale of the Purchased Shares in accordance with the provisions of this Agreement.

“Closing Date” means the fifth (5th) Business Day following the obtaining by the Parties of all of the Required Regulatory Approvals, or such other date as may be agreed to by the Parties in writing.

“Closing Ownership Interest” means the number, expressed as a percentage, obtained by dividing (i) the number of Galiano Shares owned by the Gold Fields Group immediately following Closing (on a non-diluted basis) by (ii) the number of outstanding Galiano Shares as of such time (on a non-diluted basis).

“Closing Time” means the time of Closing on the Closing Date as determined in accordance with Section 4.1.

“Confidential Information” has the meaning attributed to that term in Section 13.1(1).

“Contingent Consideration” has the meaning attributed to that term in Section 2.3(2)(d).

“Contingent Consideration Default” has the meaning attributed to that term in Section 2.7(2).

“Contract” means any pending and executory contract, agreement, lease, understanding or arrangement (whether oral or written) to which an entity is a party or by which the entity or any of its respective properties or assets is bound or under which the entity has rights or obligations.

“Deferred Consideration” has the meaning attributed to that term in Section 2.3(2)(c).

“Deferred Consideration Default” has the meaning attributed to that term in Section 2.7.

“Direct Claim” has the meaning attributed to that term in Section 11.6.

“Effective Date” has the meaning attributed to that term in the Recitals.

“Equity Financing” has the meaning attributed to that term in Section 3.5.

“Equity Financing Price” has the meaning attributed to that term in Section 3.5.

“Exploreco” means Adansi Gold Ltd., a private company limited by shares incorporated in Ghana with company registration number [Redacted].

“Finco” means Shika Group Finance Limited, an Isle of Man company.

“Finco Ordinary Shares” has the meaning attributed to that term in Recital C.

“Finco Pref Shares” has the meaning attributed to that term in Recital C.

“Finco Purchase Price” has the meaning attributed to that term in Section 2.3(1).

“Finco Shares” has the meaning attributed to that term in Recital C.

“First Deferred Consideration” has the meaning attributed to that term in Section 2.3(2)(b).

“Galiano Convertible Securities” has the meaning attributed to that term in Section 2.3(7).

“Galiano Guaranteed Obligations” has the meaning attributed to that term in Section 8.1.

“Galiano Guarantor” has the meaning attributed to that term in Section 8.1.

“Galiano International Share Charge” has the meaning attributed to that term in Section 7.1(1)(a).

“Galiano Shares” means common shares of Galiano.

“GFINBV” means GFI Netherlands B.V., a Netherlands company.

“GFINBV Deed of Transfer” means the deed of transfer evidencing the transfer of legal and beneficial title to the GFINBV Shares from GF Netherlands to Galiano.

“GFINBV Purchase Price” has the meaning attributed to that term in Section 2.2.

“GFINBV Shares” has the meaning attributed to that term in Recital D.

“GG IOM Share Charge” has the meaning attributed to that term in Section 7.1(1)(b).

“Gold Fields” means Gold Fields Limited, a South African company (Reg. 1968/004880/06).

“Gold Fields Group” means, collectively, Gold Fields and its Affiliates.

“Gold Fields Obligees” means the Vendors and Marsh Holdings.

“Governmental Authority” means (i) any domestic or foreign government, whether national, federal, provincial, state, territorial, local, regional, municipal or other political jurisdiction, (ii) any agency, authority, instrumentality, court, tribunal, board, commission, bureau, arbitrator, arbitration tribunal, or any quasi-governmental or other entity, body, organization or agency, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government, or (iii) any stock exchange.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Indemnified Party” means a Person whom the Vendors or the Purchaser Parties, as the case may be, are required to indemnify under Article 11.

“Indemnifying Party” means, in relation to an Indemnified Party, the Party that is required to indemnify such Indemnified Party under Article 11.

“Initial Cash Consideration” has the meaning attributed to that term in Section 2.3(2)(a).

“Insolvency Event” means, in relation to any Person, any one or more of the following events or circumstances:

proceedings are commenced for its winding-up, liquidation or dissolution, unless it in good faith actively and diligently contests such proceedings resulting in a dismissal or stay thereof within sixty (60) days after the commencement of such proceedings;

a decree or order of a Governmental Authority is entered (i) adjudging it to be bankrupt or insolvent, or (ii) approving a petition seeking reorganization, arrangement or adjustment of or in respect of it under Applicable Laws relating to bankruptcy, insolvency or relief of debtors;

(i) it makes an assignment for the benefit of its creditors, or petitions or applies to any Governmental Authority for the appointment of a receiver or trustee for itself or any substantial part of its property; or (ii) it commences for itself or acquiesces in or approves the filing or commencement against it by a creditor or other third party of any proceeding under any Applicable Laws relating to bankruptcy, insolvency, reorganization, arrangement or readjustment of debt or any proceeding for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or has a liquidator, administrator, receiver, trustee, conservator or similar Person appointed with respect to it or any substantial portion of its property or assets;

a resolution is passed for its receivership, winding-up or liquidation; or

anything analogous or having a similar effect to an event listed in paragraphs (a) through (d) of this definition occurs in respect of such Person.

“IRA” means the Amended and Restated Investor Rights Agreement between Galiano and Marsh Holdings, substantially in the form attached hereto as Exhibit A.

“JV Agreement” means the joint venture companies and shareholders’ agreement dated July 31, 2018 among GF Orogen, GF Netherlands, GFINBV, Galiano, GG IOM, Finco, Mineco and Exploreco.

“Legal Proceeding” means any litigation, action, application, suit, investigation, hearing, claim, complaint, deemed complaint, grievance, civil, administrative, regulatory or criminal, arbitration proceeding or other similar proceeding, before or by any Governmental Authority, and includes any appeal or review thereof and any application for leave for appeal or review.

“Lien” means any lien, mortgage, charge, hypothec, pledge, security interest, prior assignment, option, warrant, lease, sublease, right to possession, encumbrance, Claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property.

“Losses” means any and all loss, liability, obligation, Tax, damage, cost, expense, charge, fine, penalty or assessment (including diminution in value or consequential damages, but only to the extent reasonably foreseeable and directly and proximately caused by the relevant circumstances or events) suffered, incurred, sustained or required to be paid by the Person seeking indemnification (including lawyers’, experts’ and consultants’ reasonable fees and expenses), directly resulting from or arising out of any Claim, including the costs and expenses of any action, suit, proceeding, investigation, inquiry, arbitration award, grievance, demand,

“Market Value” has the meaning attributed to that term in Section 2.3(6).

“Marsh Holdings” means Marsh Holdings Inc., a British Columbia company.

“Mineco” means Asanko Gold Ghana Ltd., a private company limited by shares incorporated in Ghana with company registration number [Redacted].

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

“NL VAT Liability” means any unpaid Tax liability of GFINBV arising from or with respect to any transaction, agreement, arrangement, event or other activity occurring at or prior to the Closing Time and imposed by a Governmental Authority with respect to value added taxes (VAT) imposed under the laws of the Netherlands, regardless of whether such liability is assessed or otherwise imposed by a Governmental Authority before, at or after the Closing Time.

“Notice” has the meaning attributed to that term in Section 13.10.

“Notice of Claim” has the meaning attributed to that term in Section 11.6.

“Nkran Deposit” has the meaning attributed to the term “Deposit” in the Royalty Agreement.

“NYSE American” means the NYSE American stock exchange.

“Order” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

“Outside Date” means the first Business Day to occur which is six months after the Effective Date.

“Parties” means the parties to this Agreement (and any reference to a Party includes its successors and permitted assigns), and “Party” means any of them.

“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a joint venture, a trust, an association, a syndicate, an unincorporated organization, a Governmental Authority, an executor or administrator or other legal or personal representative, or any other juridical entity.

“Pre-Closing Financing” has the meaning attributed to that term in Section 2.3(7).

“Pre-Closing Period” means the period from the Effective Date until the Closing Date.

“Project Financiers” has the meaning attributed to that term in Section 7.1(2).

“Project Financier’s Security” has the meaning attributed to that term in Section 7.1(2).

“Purchase Price” means the aggregate of the Finco Purchase Price and the GFINBV Purchase Price.

“Purchased Shares” has the meaning attributed to that term in Recital I.

“Purchaser Indemnitees” means the Purchaser Parties, the Purchaser Parties’ Affiliates (including GFINBV from and after the Closing Time) and their respective Representatives.

“Purchaser Parties” means Galiano, Galiano International and GG IOM.

“Purchaser Warranties” means the representations and warranties given or made by the Purchaser Parties in Part II of Schedule C.

“Regulatory Approval” means any approval, consent, ruling, authorization, notice, permit, waiver or acknowledgement that may be required from any Person pursuant to Applicable Law or under the terms of any licence or the conditions of any Order in connection with the Transactions or which is otherwise necessary to permit the Parties to perform their obligations under this Agreement.

“Required Arrangements” means the arrangements regarding insurance and environmental bonds set out in Schedule A.

“Required Regulatory Approvals” means the Regulatory Approvals set out in Schedule B.

“Representative” when used with respect to a Person, means each director, officer, employee, consultant and other agent, adviser or representative of that Person.

“Resigning D&Os” has the meaning attributed to that term in Section 4.3(k).

“Royalty Agreement” means the Net Smelter Returns Royalty Agreement between Mineco and GF Orogen, substantially in the form attached hereto as Exhibit B.

“RRA” means the Amended and Restated Registration Rights Agreement between Galiano, Marsh Holdings, GF Netherlands and GF Orogen, substantially in the form attached hereto as Exhibit C.

“Second Deferred Consideration” has the meaning attributed to that term in Section 2.3(2)(c).

“Share Consideration” has the meaning attributed to that term in Section 2.3(4).

“Shareholding Cap” means ownership by the Gold Fields Group, either directly or indirectly, of no more than 19.9% (on a non-diluted basis) of the then issued and outstanding Galiano Shares (on a non-diluted basis).

“Standstill Period” has the meaning given to such term in the IRA.

“Tax Act” or any reference to a specific provision thereof means the Income Tax Act (Canada) and legislation of any legislature of any province or territory of Canada and any regulations thereunder in force of like or similar effect.

“Tax Authority” means any Governmental Authority that is responsible for the imposition of any Tax or is charged with the collection of such Tax.

“Taxes” means, with respect to any Person, all supranational, national, federal, provincial, state, local or other taxes, including income taxes, branch taxes, profits taxes, capital gains taxes, property taxes, capital taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, employer health taxes, government pension plan premiums and contributions, social security premiums, workers’ compensation premiums, employment/unemployment insurance or compensation premiums and contributions, premium taxes, alternative or add-on minimum taxes, GST/HST, value-added taxes, customs duties or other taxes of any kind whatsoever imposed or charged by any Governmental Authority and any instalments in respect thereof, together with any tax indemnity obligation, interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and whether disputed or not, and “Tax” means any one of such Taxes.

“Technical Report” means Galiano’s technical report titled “NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana” prepared by SRK Consulting (Canada) Inc. and dated March 28, 2023.

“Termination Agreement” means the termination agreement between the parties to the JV Agreement with respect to any rights and obligations of the parties thereunder, in substantially the form attached hereto as Exhibit D.

“Third Party Claim” has the meaning attributed to that term in Section 11.6.

“Top-up Cash” has the meaning attributed to that term in Section 2.3(5).

“Top-up Issuance” has the meaning attributed to that term in Section 3.5(a).

“Transaction Share Price” has the meaning attributed to that term in Section 2.3(4).

“Transactions” means the purchase and sale of the Purchased Shares and all other transactions contemplated by this Agreement.

“TSX” means the Toronto Stock Exchange.

“Vendor Deferred Consideration Claims” has the meaning attributed to that term in Section 7.1(2)(b).

“Vendor Security” has the meaning attributed to that term in Section 7.1(1).

“Vendor Warranties” means the representations and warranties given or made by the Vendors in Part I of Schedule C.

“Vendors” has the meaning attributed to that term in the Recitals.

“Vendor Indemnitees” means the Vendors, the Vendors’ Affiliates (including GFINBV prior to the Closing Time) and their respective Representatives.

“VWAP” means, with respect to a specified period, the volume weighted average trading price of the Galiano Shares on the NYSE American during such period, in U.S. dollars.

the division into Articles and Sections and the insertion of headings and the table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement;

the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular portion of this Agreement; and

unless specified otherwise or the context otherwise requires:

references to any Article, Section, Recital, Schedule or Exhibit are references to the Article, Section or Recital of, or Schedule or Exhibit to, this Agreement;

“including” or “includes” means “including (or includes) but is not limited to” and is not to be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it;

“the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”;

references to Contracts are deemed to include all present amendments, supplements, restatements and replacements to those Contracts;

references to any legislation, statutory instrument or regulation or a section thereof are references to the legislation, statutory instrument, regulation or section as amended, re-enacted, consolidated or replaced from time to time;

if the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day; and

words in the singular include the plural and vice-versa and words in one gender include all genders.

GF Orogen sells the Finco Shares to GG IOM and GG IOM purchases from GF Orogen all of the Finco Shares, free and clear of all Liens; and

GF Netherlands sells the GFINBV Shares to Galiano and Galiano purchases from GF Netherlands all of the GFINBV Shares, free and clear of all Liens.

The consideration payable by GG IOM to GF Orogen for the purchase of the Finco Shares is the Finco Purchase Price (as defined below in this Section 2.3(1)), which shall be paid to the Vendors as follows:

the Cash Purchase Price, payable in accordance with Section 2.3(2);

the Share Consideration, payable in accordance with Section 2.3(4); and

the grant of the 1% net smelter return royalty contemplated by the Royalty Agreement, in accordance with Section 2.6,

The aggregate cash purchase price (the “Cash Purchase Price”) to be paid by GG IOM to GF Orogen for the Finco Shares is US$149,939,500, payable in cash (subject to Section 2.3(3)) as follows:

US$64,939,500 on the Closing Date, as it may be adjusted pursuant to Sections 2.3(5), 2.3(7) and 2.3(8) (the “Initial Cash Consideration”);

US$25,000,000 on or before December 31, 2025 (the “First Deferred Consideration”);

US$30,000,000 on or before December 31, 2026 (the “Second Deferred Consideration” and, together with the First Deferred Consideration, the “Deferred Consideration”); and

US$30,000,000 upon the production of an aggregate of 100,000 ounces of gold (calculated on a 100% basis and not an attributable ounce basis) in any form from the Nkran Deposit (the “Contingent Consideration”), which shall be due and payable within fifteen (15) Business Days following the end of the calendar quarter in which such 100,000 ounce threshold is achieved.

GG IOM shall have the right, in its sole discretion, to elect by Notice to the Vendors to satisfy up to 20% of each of the First Deferred Consideration and Second Deferred Consideration through the issuance of Galiano Shares rather than cash, provided that such issuance of Galiano Shares does not result in the Gold Fields Group holding greater than the Shareholding Cap, as calculated on the fifth (5th) Business Day prior to such issuance of Galiano Shares. The deemed issue price for any such issuance of Galiano Shares shall be equal to the VWAP for the five (5) trading days on the NYSE American immediately preceding (but excluding) the date of such issuance.

The share consideration (the “Share Consideration”) to be paid by GG IOM to GF Orogen for the Finco Shares shall be US$20,000,000 satisfied through the issuance of Galiano Shares on the Closing Date at a deemed issue price per Galiano Share (the “Transaction Share Price”) equal to the VWAP for the five (5) trading days on the NYSE American immediately preceding (but excluding) the Effective Date.

If the Transaction Share Price is such that the number of Galiano Shares issuable pursuant to Section 2.3(4) would result in the Gold Fields Group exceeding the Shareholding Cap, then the number of Galiano Shares to be issued pursuant to Section 2.3(4) shall be capped at the number which will result in the Gold Fields Group holding no more than the Shareholding Cap as of the Closing Date, and the Initial Cash Consideration set out in Section 2.3(2)(a) shall be increased by the amount in U.S. dollars which is equal to the number of additional Galiano Shares which would have been issued but for the application of such cap, multiplied by the Transaction Share Price (“Top-up Cash”); provided that if the Market Value of the Share Consideration as of the Closing Date equals or exceeds US$20,000,000, then the adjustments to the Initial Cash Consideration and the number of Galiano Shares to be issued on the Closing Date contemplated by this Section 2.3(5) shall not apply.

For purposes of Section 2.3(5), the “Market Value” of the Share Consideration as of the Closing Date will be calculated as the greater of the following:

the VWAP for all of the trading days on the NYSE American between (but excluding) the Effective Date and the Closing Date;

the VWAP for the five (5) trading days on the NYSE American immediately preceding (but excluding) the Closing Date; and

the VWAP as determined in accordance with Section 2.3(4),

Galiano may, in its sole discretion, elect by Notice to the Vendors to complete a private placement or public offering of Galiano Shares or subscription receipts exchangeable for Galiano Shares (a “Pre-Closing Financing”) prior to the Closing Date, and if the price per Galiano Share issued in connection with the Pre-Closing Financing expressed in U.S. dollars (the “Pre-Closing Financing Price”, and for purposes thereof, if the Pre-Closing Financing contemplates the issuance, together with Galiano Shares, of any share purchase warrants or other convertible securities of Galiano (collectively, “Galiano Convertible Securities”) to purchasers as part of a unit or similar offering, then the Pre-Closing Financing Price shall be equal to the price per unit in U.S. dollars) is greater than or equal to the Transaction Share Price, then Galiano may elect, by Notice to the Vendors, to satisfy up to 50% of the Galiano Shares issuable pursuant to the Share Consideration set out in Section 2.3(4) by a payment to GF Orogen of cash in U.S. dollars equal to the Pre-Closing Financing Price per Galiano Share for each Galiano Share by which the number of Galiano Shares issuable pursuant to Section 2.3(4) is reduced.

If both Sections 2.3(5) and 2.3(7) apply:

the Top-up Cash will be reduced by the same proportion as the number of Galiano Shares that would have been issued in accordance with Section 2.3(4) are reduced by Section 2.3(7); and

for the purposes of the proviso at the end of Section 2.3(5), the amount of US$20,000,000 (to which the Market Value of the remaining Share Consideration as of the Closing Date is to be compared) will be reduced by the same proportion as the number of Galiano Shares that would have been issued in accordance with Section 2.3(4) are reduced by Section 2.3(7).

On the Closing Date, the Purchaser Parties shall cause Mineco to grant to GF Orogen a 1% net smelter returns royalty on the terms set out in the Royalty Agreement.

The Parties agree that it shall be a separate and independent obligation of the Parties under this Agreement that, from and after the Closing Date and until the Contingent Consideration has been paid in full in accordance with Section 2.3(2)(d), the Purchaser Parties shall cause Mineco to comply, and GF Orogen shall comply, with their respective obligations pursuant to section 10 (Commingling), section 12 (Reporting) and section 13(a) (Audits) of the Royalty Agreement.

the Deferred Consideration has not been remitted in full to GF Orogen in accordance with Sections 2.3(2)(b) or 2.3(2)(c), taking into account Section 2.3(3) and any acceleration pursuant to Section 2.8 (each, a “Deferred Consideration Default”); or

the Contingent Consideration has not been remitted in full to GF Orogen in accordance with Section 2.3(2)(d) (a “Contingent Consideration Default”),

the occurrence of a Deferred Consideration Default which is continuing following an initial cure period of fifteen (15) Business Days following Notice from the Vendors to the Purchaser Parties of such default;

the occurrence of a Contingent Consideration Default which is continuing following a cure period of fifteen (15) Business Days following Notice from the Vendors to the Purchaser Parties of such default;

the occurrence of an Acceleration Event; or

the occurrence of an Insolvency Event in relation to Galiano or any of its Affiliates.

Subject to Section 2.9(2), GF Orogen’s right to receive the Deferred Consideration (subject to Galiano’s right to satisfy up to 20% of the First Deferred Consideration and/or the Second Deferred Consideration in Galiano Shares instead of cash pursuant to Section 2.3(3)) and the Contingent Consideration will be freely assignable in whole or in part to any Person upon prior Notice to Galiano, provided that GF Orogen shall procure that such assignee shall execute and deliver a deed in favour of Galiano by which such assignee agrees to be bound by this Agreement.

During the Standstill Period, GF Orogen’s right to receive the Deferred Consideration and Contingent Consideration will not be transferable other than as agreed to in writing in advance by Galiano, acting reasonably.

not, and must not allow or permit its Affiliates to, assign, transfer, dispose of or otherwise deal with all or any part of any of the Purchased Shares or any of the Assets without each of Galiano’s and GG IOM’s prior written consent;

not, and must ensure that its Affiliates do not, create, or if created, permit to remain, any Lien upon the Purchased Shares or Assets without each of Galiano’s and GG IOM’s prior written consent;

promptly give each of Galiano and GG IOM any notice or communication received by the Vendor or its Affiliates from any Governmental Authority in any way affecting or relating to Finco, GFINBV or the Assets;

cause GFINBV to comply with all Applicable Laws, conduct its business in the ordinary course of business and do all things that are necessary to keep GFINBV in good standing with all relevant Governmental Authorities;

not allow GFINBV to issue, enter into or grant any right, agreement, warrant, option or commitment, present or future, contingent or absolute, or anything capable of becoming a right, agreement or option with the passage of time or the occurrence of any event or otherwise:

to require GFINBV to issue any shares or any other security or other instrument convertible or exchangeable into shares or other securities of GFINBV or to convert or exchange any security or other instrument into or for shares of GFINBV;

for the issue or allotment of any of the unissued shares of GFINBV;

to require GFINBV to purchase, redeem or otherwise acquire any of the GFINBV Shares; or

for GFINBV to incur any indebtedness;

cause GFINBV not to:

amalgamate, merge, consolidate or otherwise enter into an arrangement, scheme or other business combination or corporate reorganization (including any and all spin offs) with any other Person or acquire all or substantially all of the shares or the business or assets of any other person, or agree to do any of the foregoing;

make changes to its charter documents;

enter into any contract or agreement without the prior written consent of each of Galiano and GG IOM;

increase, reduce or otherwise change its share capital, or transfer an amount to its share capital account from any of its other accounts, or allot or issue any shares or any securities or loan capital convertible into shares, or purchase, redeem, retire or acquire any such shares or securities, or agree to do so, or sell or give any option, right to purchase, mortgage, charge, pledge, lien or other form of security or encumbrance over any such shares or securities;

without the prior written consent of each of Galiano and GG IOM, acquire any assets or enter into any commitment or make any expenditures;

do any act or thing that would adversely affect GFINBV’s business, assets, or financial condition; or

declare, pay or commit itself to pay any dividend or other distribution with respect to any share in the capital of GFINBV, any other ownership interest in GFINBV or any of GFINBV’s assets or business without the prior written consent of each of Galiano and GG IOM;

not and cause its Affiliates not to, solicit, initiate, or knowingly encourage or facilitate or enter into negotiations for, or conclude any form of agreement for the sale or transfer (whether direct or indirect) of any of the Purchased Shares or the Assets, with any third party;

take all such actions as are within its power to control and will use commercially reasonable efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with all of the conditions to Closing set forth in this Agreement, including ensuring that during the Pre-Closing Period and at Closing, there is no breach of any of its representations and warranties; and

conduct its business in compliance in all material respects with all Applicable Laws and comply with the JV Agreement in all respects.

do all things that are necessary to keep, and keep the Purchaser Parties in good standing with all relevant Governmental Authorities;

not adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of Galiano or any of its material Affiliates;

take all such actions as are within its power to control and use commercially reasonable efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with all of the conditions set forth in this Agreement, including ensuring that during the Pre-Closing Period and at Closing, there is no breach of any of its representations and warranties;

conduct its business in compliance in all material respects with all Applicable Laws;

comply, and use its commercially reasonable efforts to cause each of Mineco, Exploreco and Finco to comply, with its respective obligations under the JV Agreement and the Services Agreement in all respects, including that all Operations are conducted, and all Capital Costs and Operating Costs are incurred, in accordance with an Approved Program and Budget, except as otherwise expressly provided in the JV Agreement (and for purposes of this Section 3.2(e), each of the terms “Services Agreement”, “Operations”, “Capital Costs”, “Operating Costs” and “Approved Program and Budget” shall have the meaning given thereto in the JV Agreement), and for greater certainty, there will be no distribution or payment required to be made by any of Mineco, Exploreco or Finco of any funds to the Vendors or any member of the Gold Fields Group pursuant to the JV Agreement (other than to satisfy the Cash Purchase Price); and

not issue any Galiano Shares, or enter into any agreement to issue Galiano Shares or any securities convertible into, exercisable for or exchangeable into, Galiano Shares, other than pursuant to the terms of this Agreement or as set out in Schedule D.

Each of the Vendors and the Purchaser Parties shall, and shall cause their respective Affiliates, as applicable, to:

as promptly as practicable after the Effective Date make all filings or notifications under Applicable Laws as are necessary or advisable to obtain any of the Required Regulatory Approvals;

use their commercially reasonable efforts to obtain the Required Regulatory Approvals, including by responding promptly to any request for additional information made by any Governmental Authority and making such further filings as may be necessary or advisable in connection therewith; and

cooperate and provide such assistance to each of the other Parties as they may reasonably request in connection with obtaining the Required Regulatory Approvals, and in particular:

the Parties shall exchange drafts of all material submissions, requests, correspondence, filings and other documents to be made, sent, submitted to or filed with any Governmental Authority or other Person in connection therewith, shall consider in good faith any comments of the other Parties and their counsel thereon, and shall provide the other Parties and their counsel with final copies of all such submissions, requests, correspondence, filings and other documents; and

each Party will keep the other Parties and their counsel fully apprised of all written and oral communications and all meetings with any Governmental Authority or other Person in connection therewith.

In connection with the Required Arrangements:

the Purchaser Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts to put into place the Required Arrangements as promptly as practicable after the Effective Date, and shall keep the Vendors regularly apprised of progress in connection therewith, including any material communications between the Purchaser Parties and potential counterparties to such Required Arrangements; and

the Vendors shall, and shall cause their Affiliates to, cooperate and provide such assistance to the Purchaser Parties as they may reasonably request in connection with putting in place the Required Arrangements.

immediately prior to the completion of the Equity Financing (and for greater certainty, before giving effect to the application of the Gold Fields Group’s pre-emptive rights under the IRA in connection with the Equity Financing), Galiano will issue to GF Orogen, for no additional consideration, such number of Galiano Shares as is equal to (i) US$20,000,000 divided by the Equity Financing Price, less (ii) the number of Galiano Shares issued to GF Orogen on the Closing Date (a “Top-up Issuance”), provided that if the number of Galiano Shares to be issued to GF Orogen pursuant to a Top-up Issuance would result in the Gold Fields Group’s ownership of Galiano Shares being more than the Closing Ownership Interest upon completion of the Top- up Issuance and the Equity Financing, the number of Galiano Shares to be issued to GF Orogen under the Top-up Issuance shall be capped at the number which would result in the Gold Fields Group’s shareholding being no more than the Closing Ownership Interest upon completion of the Top-up Issuance and the Equity Financing; and

all of the Gold Fields Group’s pre-emptive rights under the IRA in connection with the Equity Financing will apply, based on the percentage of Galiano Shares held by the Gold Fields Group after giving effect to the Top-up Issuance in Section 3.5(a) above.

On Closing, (i) Galiano will pay, or cause to be paid, the GFINBV Purchase Price to GF Netherlands by wire transfer as set out in Section 2.2, and (ii) GG IOM will pay, or cause to be paid, the Initial Cash Consideration to GF Orogen by wire transfer as set out in Section 2.4.

On Closing, Galiano will issue the Share Consideration to GF Orogen as set out in Section 2.3(4) (as it may be adjusted in accordance with Section 2.3(5)) registered in accordance with registration instructions provided by GF Orogen not later than three (3) Business Days prior to the Closing Date.

a certified copy of all necessary board of directors and shareholder resolutions of the Vendors, certified as continuing to be in full force and effect on the Closing Date, approving the entering into of this Agreement and the Ancillary Agreements, the sale of the Purchased Shares, and the completion of the Transactions;

the certificates contemplated by Section 5.3(7);

share certificates representing the Finco Shares accompanied by all necessary deeds, conveyances, transfers and assignments and any other instruments necessary or reasonably required to transfer legal and beneficial title to the Finco Shares to GG IOM;

a copy of the executed GFINBV Deed of Transfer required to transfer legal and beneficial title to the GFINBV Shares to Galiano;

the IRA;

the RRA;

the Royalty Agreement;

the Galiano International Share Charge;

the GG IOM Share Charge;

the Termination Agreement;

resignations of each Gold Fields nominee as a director and officer, as applicable, of each of GFINBV, Finco, Mineco and Exploreco (collectively, the “Resigning D&Os”);

customary mutual releases dated as of the Closing Date executed by each Resigning D&O and GFINBV, Finco, Mineco or Exploreco, as the case may be, in form and substance satisfactory to the Parties, acting reasonably, duly executed by each of the Resigning D&Os and GFINBV;

all Books and Records of GFINBV in the possession of the Gold Fields Group, including the original up-to-date hard copy shareholders register of GFINBV;

a duly signed power of attorney on behalf of each of GFINBV and GF Netherlands (notarized and apostilled if the notarization statement is issued by a non-Dutch notary), as well as all “know your client” documentation as reasonably required by a notary, for the execution of the GFINBV Deed of Transfer; and

all other documents required to be delivered by the Vendors on the Closing Date pursuant to the provisions of this Agreement.

a certified copy of all necessary board of directors resolutions of the Purchaser Parties, certified as continuing to be in full force and effect on the Closing Date, approving the entering into of this Agreement and the Ancillary Agreements, the purchase of the Purchased Shares, and the completion of the Transactions;

the certificate contemplated by Section 5.1(6);

all necessary deeds, conveyances, transfers and assignments and any other instruments necessary or reasonably required to transfer legal and beneficial title to the Finco Shares to GG IOM;

a duly signed power of attorney on behalf of Galiano (notarized and apostilled if the notarization statement is issued by a non-Dutch notary), for the execution of the GFINBV Deed of Transfer;

a copy of the GFINBV Deed of Transfer executed by a notary;

the IRA;

the RRA;

the Royalty Agreement;

the Galiano International Share Charge;

the GG IOM Share Charge;

the Termination Agreement;

the mutual releases specified in Section 4.3(l), duly executed by Finco, Mineco and Exploreco; and

all other documents required to be delivered by the Purchaser Parties on the Closing Date pursuant to the provisions of this Agreement.

Required Regulatory Approvals: the Parties will have received the Required Regulatory Approvals;

Required Arrangements: arrangements satisfactory to the Vendors, acting reasonably, will have been put in place with respect to the Required Arrangements;

Representations and Warranties: each of the representations and warranties of the Purchaser Parties in this Agreement will be true and correct in all material respects (disregarding for purposes of this Section 5.1(3) any materiality or similar qualification contained in any such representation or warranty) as and when made and at and as of the Closing Time;

Covenants: the Purchaser Parties will have performed and complied with, in all material respects, all covenants and conditions required by this Agreement to be performed or complied with by the Purchaser Parties before or at Closing;

Closing Deliveries: all of the closing deliveries of the Purchaser Parties set out in Section 4.4 will have been delivered or paid (as the case may be);

Certificate of Purchaser Parties: each of Galiano and GG IOM will have delivered to the Vendors a certificate from a senior officer of each of Galiano and GG IOM, as applicable, certifying that the conditions set out in Sections 5.1(3) and 5.1(4) have been satisfied;

Not Contrary to Applicable Law: no Applicable Law shall be in effect that makes the completion of the Transactions illegal or otherwise prohibits or enjoins the Vendors from completing the Transactions; and

No Orders or Proceedings: no injunction or restraining order of any court or other Governmental Authority will be in effect prohibiting the Transactions and no action or proceeding will have been instituted or be pending before any court or other Governmental Authority to restrain or prohibit the Transactions between the Parties contemplated by this Agreement.

Required Regulatory Approvals: the Parties will have received the Required Regulatory Approvals;

Required Arrangements: arrangements satisfactory to the Purchaser Parties, acting reasonably, will have been put in place with respect to the Required Arrangements;

Representations and Warranties: each of the representations and warranties of the Vendors in this Agreement will be true and correct in all material respects (disregarding for purposes of this Section 5.3(3) any materiality or similar qualification contained in any such representation or warranty) as and when made and at and as of the Closing Time;

Covenants: the Vendors will have performed and complied, in all material respects, with all covenants and conditions required by this Agreement to be performed or complied with by the Vendors before or at Closing;

Inter-Company Debt: any debts owed, or any amounts owing but unbilled, by GFINBV or Finco to any member of the Gold Fields Group will have been duly waived or capitalised in accordance with Section 3.4;

Closing Deliveries: all of the closing deliveries of the Vendors set out in Section 4.3 will have been delivered;

Certificate of Vendors: the Vendors will have delivered to each of Galiano and GG IOM a certificate from a senior officer of each of the Vendors certifying that the conditions set out in Sections 5.3(3) to 5.3(5) (inclusive) have been satisfied;

Not Contrary to Applicable Law: no Applicable Law shall be in effect that makes the completion of the Transactions illegal or otherwise prohibits or enjoins the Purchaser Parties from completing the Transactions; and

No Orders or Proceedings: no injunction or restraining order of any court or other Governmental Authority will be in effect prohibiting the Transactions and no action or proceeding will have been instituted or be pending before any court or other Governmental Authority to restrain or prohibit the Transactions between the Parties contemplated by this Agreement.

Termination Events. Subject to Section 6.2, this Agreement may be terminated as follows:

by the Purchaser Parties, by Notice given prior to Closing, if Closing has not occurred by the Outside Date, any condition in Section 5.3 is not satisfied by the Outside Date or if the satisfaction of any condition by the Outside Date is or becomes impossible (in each case, other than through the failure of the Purchaser Parties to comply with their obligations under this Agreement), and the Purchaser Parties have not waived that condition on or before the Closing Date;

by the Vendors, by Notice given prior to Closing, if Closing has not occurred by the Outside Date, any condition in Section 5.1 has not been satisfied by the Outside Date or if the satisfaction of any condition by the Outside Date is or becomes impossible (in each case, other than through the failure of the Vendors to comply with their obligations under this Agreement), and the Vendors have not waived that condition on or before the Closing Date; or

by mutual written consent of the Purchaser Parties and the Vendors.

On the Closing Date, Galiano shall grant or cause to be granted to GF Orogen first ranking charges over all of the shares of GG IOM and all of the shares of Galiano International (collectively, the “Charged Shares”), pursuant to:

a share charge by Galiano over all of the issued and outstanding shares of Galiano International in substantially the form attached hereto as Exhibit E (the “Galiano International Share Charge”); and

a share charge by Galiano International over all of the issued and outstanding shares of GG IOM in substantially the form attached hereto as Exhibit E, mutatis mutandis (the “GG IOM Share Charge”);

Galiano acknowledges that the Purchaser Parties may propose to obtain project financing secured by first-ranking security in the assets of the Purchaser Parties including the Charged Shares (the “Project Financier’s Security”) from any one or more project financers (the “Project Financiers”) from time to time to facilitate the development of a mining operation at the Asanko gold mine. Upon the request of Galiano, GF Orogen will, at the election of Galiano:

release and discharge the Vendor Security at Galiano’s expense in exchange for:

the establishment of a cash collateral arrangement in favour of GF Orogen with a Schedule I listed Canadian bank with a market capitalization of over C$25 billion or other financial institution acceptable to GF Orogen, acting reasonably, in an amount not less than the aggregate amount of the then unpaid Deferred Consideration, in respect of which GF Orogen will obtain a perfected first priority security interest, all of which shall be in a form reasonably acceptable to GF Orogen; or

an on demand letter of credit issued in favour of GF Orogen as beneficiary in an amount not less than the aggregate amount of the then unpaid Deferred Consideration; any such letter of credit shall be an automatically renewing, unconditional and irrevocable on demand letter of credit issued by a Schedule I listed Canadian bank with a market capitalization of over C$25 billion or other financial institution acceptable to GF Orogen, acting reasonably, and otherwise be in a form reasonably acceptable to GF Orogen; or

enter into an intercreditor agreement with the Project Financiers providing for the subordination of the Vendor Security to the Project Financier’s Security that is in a form and on terms acceptable to GF Orogen, acting reasonably, it being agreed by the Purchaser Parties that (i) any agreement to subordinate the Vendor Security to the Project Financier’s Security does not amount to a subordination of the Vendors’ claims for any amounts due in respect of the Deferred Consideration (including any default interest payable in accordance with Section 2.7) to amounts (the “Vendor Deferred Consideration Claims”) to any claims of the Project Financiers, and (ii) the Vendor Deferred Consideration Claims shall continue as a priority claim against the Purchaser Parties and shall constitute a cost of Mineco payable from Mineco operating revenues pari passu with all operating costs and expenses and in priority to any claims of the Project Financers and, subject to Applicable Law, any other Person.

GF Orogen will hold any cash deposited with it under Section 7.1(2)(a)(i) or the proceeds of any letter of credit provided under Section 7.1(2)(a)(ii) and drawn in accordance with Section 7.1(4) for the payment of any unpaid Deferred Consideration. Money so held by GF Orogen will be solely applied by it for the payment of any unpaid Deferred Consideration.

GF Orogen may withdraw any cash deposited with it under Section 7.1(2)(a)(i) if GG IOM fails to pay any of its portion of the Deferred Consideration to GF Orogen by the due date for payment of that Deferred Consideration (as determined in accordance with Sections 2.3(2)(b) or 2.3(2)(c) and taking into account Sections 2.3(3) and 2.8); or

GF Orogen may draw on the letter of credit issued to it under Section 7.1(2)(a)(ii) if:

GG IOM fails to pay any of its portion of the Deferred Consideration to the Vendors by the due date for payment of that Deferred Consideration (as determined in accordance with Sections 2.3(2)(b) or 2.3(2)(c) and taking into account Sections 2.3(3) and 2.8);

GF Orogen has not received a Notice from the entity issuing the letter of credit, at least forty (40) Business Days prior to the expiration date of the relevant letter of credit, that the letter of credit will be extended by the issuing entity for another year; or

GF Orogen receives Notice from the entity issuing the letter of credit at any time that such issuing entity will not renew the letter of credit for another year from the relevant expiration date.

GF Orogen will not draw on a letter of credit in the circumstances provided in Sections 7.1(5)(b) or 7.1(5)(c) if GG IOM has arranged for a replacement letter of credit meeting the requirements under Section 7.1(2)(a)(ii) and such replacement letter of credit is issued to GF Orogen no later than the time the Notice referred to under Sections 7.1(5)(b) or 7.1(5)(c) is received by GF Orogen.

At GG IOM’s written request and expense, upon full payment of all Deferred Consideration, GG IOM will be entitled to a release and discharge of the Vendor Security, including, subject to Applicable Law, the return of any excess funds that might be held by GF Orogen pursuant to Section 7.1(2)(a). GG IOM must prepare and handle any documentation, filings or other actions necessary or desirable in respect of such release and discharge.

Galiano Guarantee.

Galiano, Galiano International and GG IOM (each, a “Galiano Guarantor”) each hereby absolutely, unconditionally and irrevocably guarantee jointly and severally in favour of the Gold Fields Obligees the prompt payment and the prompt and complete observance and performance of all the terms, covenants, conditions and provisions to be observed or performed by each of the Purchaser Parties and their Affiliates pursuant to this Agreement and the Ancillary Agreements, including any obligations or liabilities of the Purchaser Parties and their Affiliates arising from any breach thereof (collectively, the “Galiano Guaranteed Obligations”) and shall pay all amounts payable hereunder and thereunder to the Vendors and perform such terms, covenants, conditions and provisions upon the default or non-performance thereof by any other Purchaser Party or any such Affiliate. The foregoing agreement of each Galiano Guarantor is absolute, unconditional, present and continuing, constitutes a guarantee of payment and not of collection, and is in no way conditional or contingent upon any event, circumstance, action or omission which might in any way discharge a guarantor or surety in whole or in part.

The Gold Fields Obligees shall not be bound to exhaust their recourse against the Purchaser Parties and their Affiliates, including any Galiano Guarantor, or any other persons or to realize on any security they may hold in respect of any of the Galiano Guaranteed Obligations before being entitled to payment or performance from each Galiano Guarantor under this Section 8.1.

Each Vendor accepts the guarantees set forth in this Article 8 in favour of Marsh Holdings as agent and trustee of Marsh Holdings and may enforce such guarantees in favour of and on behalf of Marsh Holdings.

any inaccuracy of, or any breach by any Vendor of, any representation or warranty of the Vendors contained in this Agreement or in any instrument, certificate or other document delivered by a Vendor pursuant to this Agreement; and

any breach or non-performance by any Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any instrument, certificate or other document delivered pursuant to this Agreement.

any inaccuracy of, or any breach by any Purchaser Party of, any representation or warranty of the Purchaser Party contained in this Agreement or in any instrument, certificate or other document delivered by a Purchaser Party pursuant to this Agreement;

any breach or non-performance by any Purchaser Party of any covenant or other obligation to be performed by it that is contained in this Agreement or in any instrument, certificate or other document delivered pursuant to this Agreement; and

conditional upon the occurrence of the Closing, any past, present or future mining operations or other activities conducted at the Asanko gold mine, or any other activities conducted by any of Mineco, Exploreco or Finco, at any time before or after the Effective Date, provided the foregoing shall not apply to any Claim that is a result of fraud or wilful misconduct of the Vendors or their Affiliates.

No Losses may be recovered from the Vendors pursuant to Section 11.2(1) unless a Notice of Claim is delivered by a Purchaser Party in accordance with the timing set out below:

with respect to the representations and warranties in Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 3.1, 3.2, 3.3, 3.5, 7.1, 7.2, 7.3, 7.7, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14 and 11.1 of Schedule C, on or before the date that is six (6) years after the Closing Date;

with respect to the representations and warranties in Section 12 of Schedule C, at any time before the date that is 90 days after the relevant Governmental Authorities are no longer entitled to assess or reassess the Taxes in question; and

with respect to all other representations and warranties, on or before the date that is two (2) years after the Closing Date,

No Losses may be recovered from the Purchaser Parties pursuant to Section 11.3(1) unless a Notice of Claim is delivered by a Vendor in accordance with the timing set out below:

with respect to the representations and warranties in Sections 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.7 and 16.1 of Schedule C, on or before the date that is six (6) years after the Closing Date; and

with respect to all other representations and warranties, on or before the date that is two (2) years after the Closing Date,

Subject to Section 11.5(2), the Indemnified Party shall not be entitled to indemnification under Section 11.2(1) or Section 11.3(1), as applicable, until the aggregate amount of all Losses in respect of indemnification thereunder exceeds US$1,000,000 (the “Basket”), in which event the Indemnified Party shall be entitled to recover for all such Losses, including those used to compute the Basket. The aggregate amount of all Losses for which the Indemnified Party shall be entitled to recover pursuant to this Article 11 shall not exceed 15% of the sum of the Share Consideration and the Cash Purchase Price.

Section 11.5(1) shall not apply to any NL VAT Liability or any Losses arising from or as a result of such liability, except that any NL VAT Liability shall be included in calculating the Basket with respect to indemnification for Losses other than NL VAT Liabilities.

The Indemnifying Party has the right, by Notice to the Purchaser Parties, if the Indemnified Party is a Purchaser Indemnitee, or the Vendors, if the Indemnified Party is a Vendor Indemnitee, given not later than 20 days after receipt of the Notice of Claim, to assume and maintain control of the defence, compromise or settlement of the Third Party Claim, provided that:

the Third Party Claim (i) involves only money damages, (ii) does not seek any injunctive or other equitable relief, and (iii) does not relate to, allege, or arise in connection with any criminal or quasi-criminal action, including fraud;

if the named parties in any Third Party Claim include both the Indemnified Party and the Indemnifying Party, representation by the same counsel would, in the judgment of the Purchaser Parties, if the Indemnified Party is a Purchaser Indemnitee, or the Vendors, if the Indemnified Party is a Vendor Indemnitee, still be appropriate notwithstanding any actual or potential differing interests between them (including the availability of different defences); and

the Indemnifying Party, from time to time, at the request of the Indemnified Party, provides reasonable assurance to the Indemnified Party of its financial capacity to defend that Third Party Claim and to provide indemnification in respect thereof.

Upon the assumption of control by the Indemnifying Party, it shall be deemed to be conclusively established for purposes of this Agreement that the Third Party Claim is within the scope of, and is subject to, the indemnification pursuant to this Article 11, and:

the Indemnifying Party will actively and diligently proceed with the defence, compromise or settlement of the Third Party Claim at the Indemnifying Party’s sole cost and expense, including the retaining of counsel reasonably satisfactory to the Indemnified Party;

the Indemnifying Party will keep the Indemnified Party fully advised with respect to the defence, compromise or settlement of the Third Party Claim (including supplying copies of all relevant documents promptly as they become available) and will arrange for its counsel to inform the Indemnified Party on a regular basis of the status of the Third Party Claim;

the Indemnifying Party will reimburse the Indemnified Party for all reasonable costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party assumed control of the defence;

the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defence of the Third Party Claim (provided the Indemnifying Party shall continue to control that defence); and

the Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim unless consented to by the Indemnified Party (which consent may not be unreasonably or arbitrarily withheld, delayed or conditioned).

Provided all the conditions set forth in Section 11.8(1) are satisfied and the Indemnifying Party is not in breach of any of its obligations under Section 11.8(2), the Indemnified Party will, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party and use its commercially reasonable efforts to make available to the Indemnifying Party all relevant information in its possession or under its control and will take such other steps as are, in the reasonable opinion of counsel for the Indemnifying Party, necessary to enable the Indemnifying Party to conduct that defence, provided always that (a) no admission of fault may be made by any Vendor on behalf of any Purchaser Party or any Purchaser Indemnitee without the prior written consent of the Purchaser Parties, (b) no admission of fault may be made by any Purchaser Party on behalf of any Vendor or any Vendor Indemnitee without the prior written consent of the Vendors, and (c) the Indemnified Party is not obligated to take any measures which, in the reasonable opinion of the applicable Indemnified Party’s legal counsel, could be prejudicial or unfavourable to such Indemnified Party.

If (a) the Indemnifying Party does not give the Indemnified Party the Notice provided in Section 11.8(1), (b) any of the conditions in Section 11.8(1) are not satisfied, or (c) the Indemnifying Party breaches any of its obligations under Sections 11.8(2) or 11.8(3), the Indemnified Party may assume control of the defence, compromise or settlement of the Third Party Claim and is entitled to retain such counsel as in its sole discretion may appear advisable, and any settlement or other final determination of the Third Party Claim thereafter will be binding on the Indemnifying Party. In such circumstances, the Indemnifying Party will (i) at its sole cost and expense, cooperate fully with the Indemnified Party and use its commercially reasonable efforts to make available to the Indemnified Party all relevant information in its possession or under its control and take such other steps as are, in the reasonable opinion of counsel for the Indemnified Party, necessary to enable the Indemnified Party to conduct the defence, and (ii) be liable for any lawyers’, experts’ and consultants’ reasonable fees and expenses of the Indemnified Party incurred in connection such defence.

For the purposes of this Section 13.1, “Confidential Information” of a Party at any time means all information relating to that Party which at the time is of a confidential nature (whether or not specifically identified as confidential) and has been or is from time to time made known to or is otherwise learned by the relevant other Party or any of its Representatives as a result of the matters provided for in this Agreement, and includes:

the existence and the terms of this Agreement, the Ancillary Agreements and of any other contract, agreement, instrument, certificate or other document to be entered into as contemplated by this Agreement;

a Party’s business records; and

all Books and Records and all other information and documentation with respect to the Party’s property and assets, including all notes, analyses, compilations, studies, summaries and other material prepared by the other Parties or their Representatives as a result of the Books and Records, information or documentation.

Other than as expressly contemplated by this Agreement, each Party shall (and shall cause each of its Representatives to) prevent the unauthorized use, disclosure, dissemination or publication of the Confidential Information of the other Parties with the same degree of care that such Party uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care.

Subject to Section 13.2, Section 13.1(2) shall not apply to the disclosure of any Confidential Information where that disclosure is required by Applicable Law. In that case, the Party required to disclose (or whose Representative is required to disclose) shall, to the extent legally permissible and as soon as possible in the circumstances, notify the other Parties of the requirement of the disclosure. On receiving the notification, the other Parties may take any reasonable action to challenge the requirement, and the affected Party shall (or shall cause the applicable Representative to), at the expense of the other Parties, provide commercially reasonable assistance to the other Parties in taking that reasonable action.

Section 13.1(2) shall not apply to the disclosure of any Confidential Information where that disclosure is reasonably required to be disclosed by a Party in order to enforce its rights under, protect its interests in connection with or defend against any Legal Proceeding in connection with this Agreement. In such circumstances, the disclosing Party will use commercially reasonably efforts to seek confidential treatment of such Confidential Information.

Any notice, demand or other communication (a “Notice”) required or permitted to be given or made under this Agreement must be in writing and is sufficiently given or made if sent by email:

in the case of a Notice to any Vendor, to:

[Redacted]

with a copy (not constituting Notice) to:

[Redacted]

and in the case of a Notice to any Purchaser Party, to:

[Redacted]

with a copy (not constituting Notice) to:

[Redacted]

Any Notice sent in accordance with this Section 13.10 is deemed to have been received if sent by email during normal business hours on a Business Day in the place where the transmission is received, on the same day that it was sent. Any Notice sent not on a Business Day or after normal business hours on a Business Day, in each case in the place where the Notice is received, is deemed to have been received on the next succeeding Business Day in the place where the Notice is received.

Any Party may change its address for Notice by giving Notice to the other Parties.

Insurance Arrangements. The Assets and Business Interruption and Liability insurance policies for Mineco currently utilize insurance coverage provided by Gold Fields. Replacement standalone insurance policies must be put in place by the Purchaser Parties prior to Closing.

Environmental Bond Arrangements. The guarantee facilities that provide support for the reclamation security agreement between the Environmental Protection Agency of Ghana and Mineco are currently in place with Standbic Bank Ghana Limited and Societe Generale Ghana. Under these facilities, approximately US$8.5 million is not included under a corporate guarantee by Galiano, which will need to be addressed prior to Closing, and any existing corporate guarantees provided by the Gold Fields Group released prior to Closing.

All required approvals of the TSX in connection with the Transactions.

The obtaining by Galiano of the approval of the NYSE American to the listing of the Consideration Shares to be issued pursuant to Section 2.3(4), subject only to official notice of issuance.

The giving of all notices and the receipt of all required written approvals from the Ghanaian Minister of Lands and Natural Resources pursuant to Sections 52 and 56 of the Mining and Minerals Act, 2006 (Act 703) of Ghana (or the lapse of all applicable waiting periods without objection following notice in writing given to the Minister) in connection with the Transactions.

EACH VENDOR

it is duly formed, incorporated, amalgamated or continued (as the case may be) and validly exists under the law of its place of formation, incorporation, amalgamation or continuance;

it is in good standing under the legislation under which it was formed, incorporated, amalgamated or continued (as the case may be);

it has full legal capacity and power:

to own its property and assets and to carry on its business; and

to enter into this Agreement and the Ancillary Agreements, as applicable, and to perform its obligations under this Agreement and the Ancillary Agreements, as applicable;

it has taken all action (whether corporate, by its shareholders or otherwise) that is necessary to authorize its entry into this Agreement and the Ancillary Agreements, as applicable, and to perform its obligations under this Agreement and the Ancillary Agreements, as applicable;

it has full power and lawful authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to consummate and perform or cause to be performed its obligations under this Agreement and the Ancillary Agreements, as applicable, and each transaction contemplated by this Agreement and the Ancillary Agreements to be performed by it;

each of this Agreement and the Ancillary Agreements, as applicable, constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy subject to laws generally affecting creditors’ rights and to principles of equity (where applicable);

the execution, delivery and performance by it of this Agreement and the Ancillary Agreements, as applicable, does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

its charter documents or any Applicable Law;

any material term or provision of any agreement to which it is a party or by which it or any of its property is bound; or

any writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it or any of its property is bound;

no Legal Proceeding is taking place or, so far as the Vendor is aware, is pending or threatened against it which if adversely decided could materially impair its ability to perform its obligations under this Agreement or the Ancillary Agreements;

the Vendor is neither insolvent nor unable to pay its debts as they fall due;

no liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator is currently appointed in relation to it or any of its property;

to the best of its knowledge, there are no facts, matters or circumstances which give any person the right to appoint or to apply to appoint (as the case may be) a liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator to it or any of its property; and

is outside the United States of America, its territories and possessions, and any state of the United States (collectively, the “United States”); did not receive an offer to acquire any of the Consideration Shares within the United States; and did not execute this Agreement or otherwise place its order to acquire the Consideration Shares from within the United States.

ABSENCE OF APPROVALS REQUIRED

other than the Required Regulatory Approvals, no authorization, approval, order, license, permit or consent of any Governmental Authority, no registration, declaration or filing by a Vendor or GFINBV with any Governmental Authority, and no consent or approval of any Person is required in order for each Vendor:

to consummate the transactions contemplated by this Agreement and the Ancillary Agreements;

to execute and deliver all of the documents and instruments to be delivered by a Vendor under this Agreement and the Ancillary Agreements;

to duly perform and observe the terms and provisions of this Agreement and the Ancillary Agreements; and

to render this Agreement and the Ancillary Agreements legal, valid, binding and enforceable.

ORGANIZATION OF GFINBV

GFINBV is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), duly formed, incorporated, amalgamated or continued (as the case may be) and validly exists under the laws of the Netherlands with all requisite power to carry on its business as presently conducted;

GFINBV is in good standing under the legislation under which it was formed, incorporated, amalgamated or continued (as the case may be);

GFINBV has full legal capacity, power and authority to own its property and assets and to carry on its business;

GFINBV has the requisite capacity, power and authority to enter into and to perform its obligations under the Termination Agreement which, when executed, will constitute a valid and binding obligation of GFINBV, enforceable against GFINBV in accordance with its terms;

the articles of association (statuten) of GFINBV as currently in force have been duly registered with the trade register of the Dutch Chamber of Commerce (Kamer van Koophandel) and no decision to amend these articles of association has been made;

GFINBV has been duly registered with the trade register of the Dutch Chamber of Commerce (Kamer van Koophandel) in accordance with Dutch law. The information reflected in the excerpt of the trade register in respect of such registration is true, complete and not misleading. The Company has timely and properly filed all documents under Dutch law required to be filed with the Dutch Chamber of Commerce (Kamer van Koophandel);

the copies of the charter documents of GFINBV provided to the Purchaser Parties are a complete, true and accurate copy of the charter documents of GFINBV as in force as at the Effective Date;

the charter documents of GFINBV referred to in Section 3.7 contain the entire charter documents of GFINBV;

the charter documents of GFINBV comply in all respects with all Applicable Law;

no person has any power of attorney or is otherwise authorized to represent or legally bind GFINBV for any purpose;

no resolution has been adopted by any corporate body (orgaan) of GFINBV, which has not been fully implemented; and

GFINBV, its officers, agents and employees (during the course of their duties) have at all times engaged in their activities in all material respects in accordance with all applicable statutory requirements, governmental regulations and GFINBV’s articles of association or other rules of organisation, and have not done anything which is a contravention of any of the same or omitted to do anything required by the same giving rise to any fine, penalty or other liability or sanction imposed on or incurred by or threatened to be imposed on or incurred by GFINBV.

COMPLIANCE WITH LAW BY GFINBV

GFINBV has conducted its business in compliance with all Applicable Laws, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business and possesses all approvals, consents, certificates, registrations, authorizations, permits, licenses, waivers, exemptions and entitlements issued by the appropriate regulatory agency or body necessary to carry on its business as currently carried on by it, is in compliance with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations of GFINBV or its business. None of GFINBV or a Vendor has received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such approval, consent, certificate, authorization, registration, permit, license, waiver, exemption or entitlement of GFINBV. All such approvals, consents, certificates, registrations, authorizations, permits, licenses, waivers, exemptions and entitlements are in full force and effect and with no default under the same;

neither GFINBV, the Vendors nor any of their directors or officers or so far as the Vendors are aware, employees or any other person acting on behalf of GFINBV, is or has at any time engaged in any activity, practice or conduct which would constitute an offence under or violation of any Anti-Corruption Law;

none of GFINBV, any director, officer, agent, employee, Affiliate or, to the knowledge of the Vendors, other person acting on behalf of GFINBV or any of the other members of the Gold Fields Group is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of Anti-Corruption Law and GFINBV and each of the other members of the Gold Fields Group have conducted the business of GFINBV in compliance with Anti- Corruption Law and have instituted and maintain policies and procedures designed to ensure continued compliance with Anti-Corruption Law, and no action, suit or proceeding by or before any Governmental Authority or body or arbitrator involving GFINBV or any of the other members of the Gold Fields Group with respect to Anti-Corruption Law is pending or, to the knowledge of the Vendors, threatened;

there are no proceedings under any Anti-Corruption Law pending against GFINBV or either of the Vendors or, to the knowledge of the Vendors, threatened against or affecting GFINBV or its business;

neither GFINBV, nor any employee or agent of GFINBV, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or state governmental officer or official, or other person charged with similar public or quasi-public duties other than payments required or permitted by Applicable Laws;

CORPORATE RECORDS OF GFINBV

the corporate records of GFINBV, as required to be maintained by it pursuant to Applicable Law, are accurate, complete and up to date in all material respects, and are maintained at the records office of GFINBV. Without limiting the foregoing, the minute books of GFINBV contain true, correct and complete copies of the minutes of every meeting of its board of directors and of its shareholders and every written resolution of its directors and shareholders during the periods covered by such minute books. All corporate proceedings and actions reflected in the corporate records of GFINBV (including the minute books) have been, in all material respects, conducted or taken in compliance with Applicable Law and with the charter documents of GFINBV;

all transactions of GFINBV have been properly and accurately recorded in the appropriate books and records of GFINBV and such books and records are correct and complete in all material respects;

the register of shareholders of GFINBV contains an accurate and complete record of the current shareholders of GFINBV and GFINBV has not received any notice or allegation that the register is incorrect or incomplete or should be rectified;

the accounts of GFINBV show a true and fair view of the state of affairs of GFINBV as at the accounts date and profits/losses for the financial year ended on the accounts date; and

since December 31, 2022, the date of the most recent accounts of GFINBV:

there has been no material deterioration in the financial position of GFINBV;

GFINBV has carried on its business in the ordinary and usual course; and

GFINBV has not repaid or redeemed any share or loan capital.

INSOLVENCY OF GFINBV

GFINBV is neither insolvent nor unable to pay its debts as they fall due and no resolution has been passed nor has any order been made or petition presented nor so far as the Vendors are aware has any other step been taken or Legal Proceeding been started or threatened against GFINBV for its winding up or dissolution;

no order has been made, petition presented or resolution passed for the winding up of GFINBV and no meeting has been convened for the purpose of winding up GFINBV (nor so far as the Vendors are aware has any event analogous to any of the foregoing been started or threatened);

no resolution has been adopted in relation to GFINBV and it has not been involved in any proceedings for (i) a legal merger (fusie within the meaning of section 2:309 DCC), (ii) a legal division (splitsing within the meaning of section 2:334a DCC), (iii) its dissolution (ontbinding), (iv) its liquidation (vereffening), (v) its bankruptcy (faillissement), (vi) its suspension of payment (surséance van betaling), (vii) Court Approval of a Private Composition (Prevention of Insolvency) Act (Wet homologatie onderhands akkoord) or (viii) a voluntary settlement with all or a group of its creditors outside of a bankruptcy (crediteurenakkoord) and, to the best of the GFINBV’s knowledge, no events have occurred which would justify any (other) insolvency proceedings;

no administration order has been made and no petition or application has been made for such an order or for the appointment of a liquidator, receiver or receiver and manager, external administrator or similar officer in respect of GFINBV or over any or all of GFINBV’s assets (nor so far as the Vendors are aware has any event analogous to any of the foregoing been started or threatened);

so far as the Vendors are aware, no bankruptcy or reorganisation procedure (judicial or non-judicial) been commenced in connection with GFINBV; and

no voluntary arrangement, compromise or scheme of arrangement between GFINBV and its creditors (or any class of them) has been proposed by GFINBV.

OWNERSHIP AND TRANSFER OF SHARES

as at the Effective Date, the issued and outstanding share capital of GFINBV consists of 605 ordinary shares with a nominal value of US$100 each in GFINBV;

as at the Effective Date, the GFINBV Shares comprise the entire issued and outstanding share capital of GFINBV;

GF Netherlands is the registered, legal and beneficial owner of all of the GFINBV Shares, has good and marketable title to the GFINBV Shares and the GFINBV Shares are free and clear of any Lien and third party claims. GFINBV has not issued any voting or non-voting securities, including shares, warrants, profit sharing certificates (winstbewijzen), other than the GFINBV Shares;

no depositary receipts of shares (certificaten van aandelen) have been issued in respect of any of the GFINBV Shares;

no person other than the Vendors have any voting rights in respect of the GFINBV Shares, whether contingent or not, by means of any voting or other agreement and no restrictions regarding the transfer of the GFINBV Shares apply, except as set forth in the GFINBV’s articles of association;

since December 31, 2022, the date of the most recent accounts of GFINBV, no dividends, interim dividends or other distributions, whether paid or outstanding, have been declared on any of the GFINBV Shares, nor is there any obligation to declare, pay or distribute any profits or reserves of GFINBV;

GF Orogen is the registered, legal and beneficial owner of the Finco Ordinary Shares and Finco Pref Shares, has good and marketable title to the Finco Ordinary Shares and Finco Pref Shares and the Finco Ordinary Shares and Finco Pref Shares are free and clear of any Lien and third party claims;

the Vendors have the power and authority to sell, transfer, assign and deliver all of the Finco Shares to GG IOM as provided in this Agreement, and such delivery will convey to GG IOM good and marketable title to all of the Finco Shares free and clear of any and all Liens;

the Vendors have the power and authority to sell, transfer, assign and deliver all of the GFINBV Shares to Galiano as provided in this Agreement, and such delivery will convey to Galiano good and marketable title to all of the GFINBV Shares free and clear of any and all Liens;

each Vendor has not given or agreed to give any Lien over any of the Purchased Shares;

the GFINBV Shares have been validly issued and fully paid and no moneys are owing in respect of them;

none of the GFINBV Shares has been issued in violation of any preferential, pre-emptive or other third party rights;

except for this Agreement, no person has any agreement, right (including any pre-emptive right) or option, present or future, contingent, absolute or capable of becoming an agreement, or which will with the passage of time or the occurrence of any event become an agreement, right (including a pre-emptive right) or option to acquire any of the Purchased Shares or any other securities of GFINBV; and

there is no agreement, arrangement or understanding to which any Vendor is a party or obligation to which any Vendor is subject to create or grant any Lien over any of the Purchased Shares.

GFINBV LITIGATION

no Legal Proceeding is taking place or, so far as the Vendors are aware, has been threatened or is pending by or against GFINBV, any director of GFINBV or any person for whose acts GFINBV may be vicariously liable, and so far as the Vendors are aware, there are no circumstances likely to give rise to any such proceedings.

GFINBV CONTRACTS

as of the Closing Time, GFINBV will not be a party to any Contracts;

GFINBV has no obligation to pay any commission, brokerage or finder’s fee or similar compensation or reimburse expenses on account of any agreement, undertaking or covenant with any consultant, intermediary or broker of the Vendors in connection with the sale of the Purchased Shares or other transaction contemplated by this Agreement; and

GFINBV does not have any employees or any Person performing services for GFINBV on a contractual basis.

INDEBTEDNESS OF GFINBV

as of the Closing Time, GFINBV will not have any liabilities or obligations whatsoever (whether direct or indirect, accrued, absolute, contingent or otherwise);

as of the Closing Time, GFINBV will not be indebted to any member of the Gold Fields Group, on any account whatsoever;

GFINBV has not given a guarantee or granted a surety, co-signature or any other form of guarantee in favor of any member of the Gold Fields Group or any third party.

to the knowledge of the Vendors, no third party has any claim of any nature against GFINBV or its assets;

as of the Closing Time, GFINBV will neither owe any amount to, or be otherwise indebted to, any officer, director, employee or securityholder of GFINBV or a member of the Gold Fields Group or any person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada)) with any of them; and

GFINBV is not a party to any contract, agreement or understanding with any officer, director, employee or securityholder of GFINBV or any other person not dealing at arm’s length with any of them. No officer, director, employee or securityholder of GFINBV has any cause of action or other claim whatsoever against, or owes any amount to, GFINBV.

ASSETS OF GFINBV

GFINBV is the registered, legal and beneficial owner of (i) 450,000,000 shares of Mineco, representing 45% of the issued and outstanding shares of Mineco, and (ii) 50% of the issued and outstanding shares of Exploreco; and

Other than the shares of Mineco and Exploreco, GFINBV does not have any assets or own any shares or other securities or interests in any person and has no obligation to acquire any assets from, or any interest in, any person.

TAX MATTERS

all Tax and other information returns required to be filed with respect to GFINBV, its assets, business or income for all previous years or other reporting periods (if any) under Applicable Law have been prepared and duly filed on or before their respective due dates or as such dates may have been extended in accordance with Applicable Law, and all Taxes due and owing in respect of such returns, have been duly paid, and all required Tax instalments that have become due have been paid by their due dates;

all the Tax and information returns referred to in section 12.1 have been completed accurately and correctly in all material respects, no claim has been asserted by any Governmental Authority against GFINBV with respect to any Taxes arising with respect to GFINBV for any period and there are no agreements, waivers or other arrangements providing for extensions of time with respect to the filing of any return or the payment of any Tax or the assessment or collection of unpaid Tax with respect to GFINBV;

there are no tax audits, reviews, examinations, actions, suits, proceedings, investigations or claims of which the Vendors are aware nor, to the knowledge of the Vendors, are any now threatened or pending against GFINBV with respect to any unpaid Tax, nor are there any matters under discussion with any Governmental Authority relating to any amount of unpaid Tax in any taxation periods that remain open for assessment or reassessment;

GFINBV will not be held liable for any Tax liabilities of Affiliates of GFINBV prior to Closing, including any Tax liabilities on the basis of article 39 of the Dutch tax collection act (Invorderingswet 1990);

to the Vendors’ knowledge, the financial statements and tax accounting records reflect and disclose all transactions to which GFINBV was a party as required by applicable Tax laws and all of the transactions to which GFINBV was or is a party are reflected or disclosed in such financial statements;

GFINBV retains all tax accounting and corporate records required by law to support any tax or accounting position, filing or claim with respect to Taxes imposed by a Governmental Authority within the statutory period provided by applicable Tax laws; and

all Taxes that GFINBV was required by law to withhold or collect in connection with amounts paid to any employee, independent contractor, creditor, shareholder, member or other third party has been duly withheld or collected, and has been timely paid over to the proper Governmental Authorities to the extent due and payable.

EACH PURCHASER PARTY

it is duly formed, incorporated, amalgamated or continued (as the case may be) and validly exists under the law of its place of formation, incorporation, amalgamation or continuance;

it is in good standing under the legislation under which it was formed, incorporated, amalgamated or continued (as the case may be);

it has full legal capacity and power:

to own its property and assets and to carry on its business; and

to enter into this Agreement and the Ancillary Agreements, as applicable and to perform its obligations under this Agreement and the Ancillary Agreements, as applicable;

it has taken all action (whether corporate, by its shareholders or otherwise) that is necessary to authorize its entry into this Agreement and the Ancillary Agreements, as applicable, and to perform its obligations under this Agreement and the Ancillary Agreements, as applicable;

it has full power and lawful authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to consummate and perform or cause to be performed its obligations under this Agreement and the Ancillary Agreements, as applicable, and each transaction contemplated by this Agreement and the Ancillary Agreements to be performed by it;

each of this Agreement and the Ancillary Agreements, as applicable, constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy subject to laws generally affecting creditors’ rights and to principles of equity (where applicable);

the execution, delivery and performance by it of this Agreement and the Ancillary Agreements, as applicable does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

its charter documents or any Applicable Law;

any material term or provision of any agreement to which it is a party or by which it or any of its property is bound; or

any writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it or any of its property is bound;

no Legal Proceeding is taking place or, so far as the Purchaser Party is aware, is pending or threatened against it which if adversely decided could impair its ability to perform its obligations under this Agreement;

the Purchaser Party is neither insolvent nor unable to pay its debts as they fall due;

no liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator is currently appointed in relation to it or any of its property; and

to the best of its knowledge, there are no facts, matters or circumstances which give any person the right to appoint or to apply to appoint (as the case may be) a liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator to it or any of its property.

ABSENCE OF APPROVALS REQUIRED

other than the Required Regulatory Approvals and Required Arrangements, no authorization, approval, order, license, permit or consent of any Governmental Authority, no registration, declaration or filing by a Purchaser Party with any Governmental Authority and no consent or approval of any Person is required in order for the Purchaser Parties:

to consummate the transactions contemplated by this Agreement and the Ancillary Agreements;

to execute and deliver all of the documents and instruments to be delivered by the Purchaser Parties under this Agreement and the Ancillary Agreements;

to duly perform and observe the terms and provisions of this Agreement and the Ancillary Agreements; and

to render this Agreement and the Ancillary Agreements legal, valid, binding and enforceable.

COMPLIANCE WITH LAW BY GALIANO

Galiano has conducted its business in material compliance with all Applicable Laws in the jurisdiction of its incorporation and each other jurisdiction in which it has an establishment or conducts any business; and

neither Galiano nor any of its directors or officers or so far as Galiano is aware, employees or any other person acting on behalf of Galiano, is or has at any time engaged in any activity, practice or conduct which would constitute an offence under or violation of any Anti-Corruption Law.

GALIANO SHARE CAPITAL

Galiano’s authorized share capital consists of an unlimited number of common shares, of which 224,943,453 common shares are currently issued and outstanding as fully paid and non-assessable shares;

the Galiano Shares are listed and posted for trading on the TSX and the NYSE American;

Galiano is a reporting issuer or the equivalent in each of the provinces and territories of Canada other than Quebec and is not noted as being in default of any material requirement of applicable securities laws. No delisting, suspension of trading in or cease trading order with respect to any securities of Galiano and, to the knowledge of Galiano, no inquiry or investigation of any securities regulatory authority is in effect or ongoing or, to the knowledge of Galiano, expected to be implemented or undertaken with respect to the foregoing;

Computershare Trust Company of Canada has been duly appointed by Galiano as the registrar and transfer agent for the Galiano Shares;

prior to the Effective Date, all necessary corporate action will have been taken to authorize the issue of the Share Consideration and the delivery of a certificate representing the Share Consideration or an electronic deposit of the Share Consideration. On the Closing Date, the Share Consideration will be validly issued as fully paid and non-assessable common shares and will have been issued in compliance with all Applicable Laws and not in violation of or subject to any pre-emptive or similar right that entitles any person to acquire from Galiano any common shares or other security of Galiano;

Galiano is in compliance in all material respects with its disclosure obligations under applicable securities laws, and Galiano has not filed any confidential material change report that at the Effective Date remains confidential. There is no material fact which Galiano has not publicly disclosed which materially affects the assets, liabilities (contingent or otherwise), affairs, business, capital, condition (financial or otherwise), operations or prospects of Galiano or the ability of Galiano to perform its obligations under this Agreement or the Ancillary Agreements;

no order or ruling preventing, ceasing or suspending trading in any securities of Galiano or prohibiting the issue and sale of securities by Galiano has been issued and no proceedings or investigations for such purposes have been instituted or, to the best of the knowledge of Galiano, are pending, contemplated or threatened;

Galiano’s audited financial statements for the fiscal year ended December 31, 2022 (“Audited Financial Statements”) and Galiano’s unaudited interim financial statements for the nine months ended September 30, 2023 (“Interim Financial Statements”), and all notes to the Audited Financial Statements and Interim Financial Statements (collectively the “Statements”):

comply as to form in all material respects with the requirements of applicable securities laws;

are complete and accurate in all material respects and present fairly, in all material respects, the financial position, the results of operations and cash flows and other information of Galiano purported to be shown in the Statements at the respective dates and for the respective periods to which they apply;

have been prepared in conformity with IFRS, consistently applied throughout the periods covered thereby, and all adjustments necessary for a fair presentation of the results for such periods have been made in all material respects;

contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Galiano; and

are in accordance with the books, records and accounts of Galiano;

there has been no material change in accounting policies or practices of Galiano since September 30, 2023 and Galiano does not have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, required to be disclosed under IFRS, which are not disclosed or referred to in the Statements;

Galiano‘s auditor are independent public accountants as required under applicable securities laws and there has not, during the last two financial years, been a reportable disagreement (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) between Galiano and its auditor;

the Technical Report complies in all material respects with the requirements of NI 43-101 at the time of filing of the Technical Report and was prepared in compliance with applicable securities laws;

the Purchaser Party is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required by NI 43-101 and there has been no change to any of the information used to prepare the Technical Report of which Galiano is aware that would require the filing of a new technical report under NI 43-101;

none of the Purchaser Parties, any director, officer, agent, employee, Affiliate or, or, to the knowledge of the Purchaser Parties, other person acting on behalf of the Purchaser Parties is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of Anti-Corruption Law and the Purchaser Parties have conducted their businesses in compliance with the Anti-Corruption Law and have instituted and maintain policies and procedures designed to ensure continued compliance with Anti-Corruption Law;

no action, suit or proceeding by or before any Governmental Authority or body or arbitrator involving the Purchaser Parties with respect to Anti-Corruption Law is pending or, to the knowledge of the Purchaser Parties, threatened;

there are no proceedings under any Anti-Corruption Laws pending against the Purchaser Parties or, to the knowledge of the Purchaser Parties, threatened against or affecting the Purchaser Parties; and

no Purchaser Party, nor any current employee or agent of the Purchaser Party, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or state governmental officer or official, or other person charged with similar public or quasi-public duties other than payments required or permitted by Applicable Laws.

Issuances pursuant to any equity-based compensation plan of Galiano.

Issuances pursuant to the terms of any convertible securities or agreements of Galiano outstanding as of the Effective Date.

Issuances pursuant to any Pre-Closing Financing.

Issuances pursuant to the terms of any agreements Galiano may enter into with respect to the acquisition of property.

Article 1 INTERPRETATION

1.1

Definitions

1.2

Effect and Rights of Parties

1.3

Governing Law

1.4

Dispute Resolution

1.5

Severability

1.6

Calculation of Time

1.7

Headings

1.8

Other Matters of Interpretation

Article 2 PRE-EMPTIVE RIGHT AND TOP-UP RIGHT

2.1

Pre-Emptive Right

2.2

Top-Up Right

2.3

Notification of Equity Financing

2.4

Due Diligence

2.5

Acceptance of GF Canco Securities Offer

2.6

Purchase of Offered Securities

2.7

Assignment

2.8

Termination

Article 3 VOTING SUPPORT

3.1

Voting by GF Group

Article 4 SALE OF COMMON SHARES BY GF GROUP

4.1

Third Party Sales

Article 5 STANDSTILL

5.1

Standstill

5.2

Termination of Standstill

5.3

Notice of Certain Events

Article 6 INFORMATION RIGHTS

6.1

Access to Information

6.2

Confidentiality

Article 7 GENERAL

7.1

Term of this Agreement

7.2

Notice

7.3

Further Assurances

7.4

Entire Agreement

7.5

No Waivers

7.6

Costs

7.7

Time of the Essence

7.8

Successors and Assigns

7.9

Third Party Beneficiaries

7.10

Counterparts

Galiano is a corporation incorporated under the Business Corporations Act (British Columbia);

GF Canco and Galiano previously entered into an Investor Rights Agreement dated as of April 4, 2018 (the “Prior Agreement”) in connection with a subscription for Common Shares by GF Canco completed on such date, and GF Canco currently holds [•] Common Shares;

in connection with the closing of certain transactions contemplated by a Share Purchase Agreement among Gold Fields Netherlands Services B.V., GF Orogen, Galiano, Galiano International (Isle of Man) Ltd. and Galiano Gold (Isle of Man) Ltd. dated December 20, 2023 (the “Share Purchase Agreement”), Galiano issued to GF Orogen [•] Common Shares as of the date hereof, and Galiano has the right in the future to issue additional Common Shares to GF Orogen in certain circumstances pursuant to the Share Purchase Agreement;

the Common Shares held by GF Canco and GF Orogen represent in aggregate a Pro Rata Percentage of [•]% as of the date hereof (the “Closing Ownership Interest”); and

GF Canco and Galiano wish to amend and restate the Prior Agreement on the terms set out herein.

Definitions

the number of Common Shares owned collectively by the GF Group as of such time (on a non-diluted basis), by

the number of outstanding Common Shares of Galiano as of such time (on a non-diluted basis);

Effect and Rights of Parties

On and from the Effective Date, this Agreement amends and restates the Prior Agreement.

All rights and obligations of the Parties from the date of the Prior Agreement to the Effective Date shall be governed by the Prior Agreement.

All rights and obligations of the Parties from and after the Effective Date shall be governed by this Agreement.

Governing Law

Dispute Resolution

Severability

Calculation of Time

Headings

Other Matters of Interpretation

the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”;

words importing the singular include the plural and vice versa and words importing gender include all genders;

references to any “Article”, “Section” or “subsection” are to articles, sections and subsections of this Agreement, respectively;

headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

all provisions requiring a Party to do or refrain from doing something will be interpreted as the covenant of that Party with respect to that matter notwithstanding the absence of the words “covenants”, “agrees” or “promises”;

all provisions requiring a Party to do something will be interpreted as including the covenant of that Party to cause that thing to be done when the Party cannot directly perform the covenant but can indirectly cause that covenant to be performed, whether by an Affiliate under its Control or otherwise;

the words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions when used in this Agreement refer to the whole of this Agreement and not to any particular Article, Section or portion hereof; and

references to any legislation or to any provision thereof shall include any amendment, modification or re-enactment thereof, any provision substituted therefor and all regulations, rules and interpretations issued thereunder or pursuant thereto.

Pre-Emptive Right

in the case of an Equity Financing that includes Common Shares, up to such number of Common Shares that will allow the GF Group to acquire, or maintain, as applicable, a percentage ownership interest in the Common Shares equal to the lesser of the Closing Ownership Interest or its Pro Rata Percentage of the issued and outstanding Common Shares after giving effect to such Equity Financing; and

in the case of an Equity Financing that includes Offered Securities other than Common Shares, up to such number of such Offered Securities that will (after giving effect to the Equity Financing and assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Equity Financing and issuable pursuant to this Section 2.1) allow the GF Group to acquire, or maintain, as applicable, a percentage ownership interest in the Common Shares equal to the lesser of the Closing Ownership Interest and its Pro Rata Percentage of the issued and outstanding Common Shares after giving effect to such Equity Financing and assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Equity Financing.

Top-Up Right

Notification of Equity Financing

Due Diligence

Acceptance of GF Canco Securities Offer

Purchase of Offered Securities

Assignment

Termination

Voting by GF Group

Subject to Section 3.1(b), for so long as the GF Group beneficially owns at least 10% of the issued and outstanding Common Shares (calculated on a non-diluted basis), no member of the GF Group shall exercise any voting rights attached to Common Shares beneficially owned by it at any meeting of shareholders of Galiano to vote against or, in the case of Section 3.1(a)(i), withhold from voting (but for greater certainty, any member of the GF Group may abstain from voting in respect of):

the election of any of Galiano management’s proposed nominees for election to the Board; and

any other matters comprising annual shareholder meeting business or which are otherwise in the ordinary course of business, including:

the appointment of Galiano’s auditor and the fixing of such auditor’s remuneration; and

any approval, ratification or confirmation of any security based compensation arrangement which has been conditionally approved by the TSX, provided that the aggregate number of Common Shares issuable pursuant to such arrangement, taken together with all other security based compensation arrangements adopted by Galiano and then in effect, may not exceed 10% of the issued and outstanding Common Shares at the time of issuance.

Section 3.1(a) shall no longer be of any force or effect upon the occurrence of a Change of Control.

Third Party Sales

During the Standstill Period, no member of the GF Group shall sell any Common Shares (directly or indirectly, including through the sale of any Affiliate of Gold Fields Limited that holds Common Shares), other than as agreed to in writing in advance by Galiano, acting reasonably. For greater certainty, during the Standstill Period no member of the GF Group shall enter into any lock-up or other agreement, arrangement or understanding with respect to the sale of any Common Shares, or with respect to the tender of any Common Shares under a take-over bid that has not been publicly announced.

Section 4.1(a) shall not apply to (i) any direct or indirect sale or transfer of Common Shares by a member of the GF Group to another member of the GF Group, (ii) a tender by the GF Group of Common Shares under a take-over bid for Galiano made by a third party, or (iii) a disposition of Common Shares in connection with an amalgamation, merger, reorganization, arrangement or similar transaction involving Galiano and a third party that requires approval by the holders of Common Shares.

Standstill

acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, ownership of (or control or direction over) any issued and outstanding Common Shares and/or any issued and outstanding securities convertible or exchangeable into Common Shares (a “Share Transaction”) if such Share Transaction would result in the GF Group collectively having, directly or indirectly, beneficial ownership of (or control or direction over) more than the Closing Ownership Interest; provided, however that nothing contained in this Agreement shall prohibit or restrict any member of the GF Group from (i) submitting any proposal or offer to the Board to acquire, directly or indirectly, all of the issued and outstanding Common Shares by way of a take-over bid (as defined under Canadian Securities Laws), plan of arrangement, amalgamation or other transaction, or (ii) acquiring or agreeing to acquire, directly or indirectly, all of the issued and outstanding Common Shares by way of a take-over bid, plan of arrangement, amalgamation or other transaction that is supported by the Board;

acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, ownership of (or control or direction over) any material property or assets of Galiano, other than pursuant to any agreement entered into between any member of the GF Group and Galiano or any of its Affiliates;

propose to Galiano, the shareholders of Galiano, the Board or any other person, or effect or seek to effect, any amalgamation, merger, arrangement, business combination, reorganization or restructuring or liquidation with respect to Galiano (other than as permitted by Section 5.1(a));

solicit proxies from shareholders of Galiano, or form, join, support or participate in a group to solicit proxies from shareholders of Galiano, for any purpose (including, without limitation, for the purpose of replacing members of the Board) or otherwise attempt to influence the conduct of Galiano’s shareholders;

assist, advise or encourage any other person to effect any of the foregoing; or

make any public announcement with respect to, or take any action in furtherance of, any of the foregoing, except as may be required by Applicable Law.

Termination of Standstill

the execution by Galiano or any of its Affiliates of a binding definitive written agreement with a person with respect to a transaction relating to (A) the acquisition of at least a majority of the issued and outstanding Common Shares or (B) the sale, transfer or other disposition in any manner whatsoever of 50% or more of the aggregate consolidated assets of Galiano and its Affiliates, taken as a whole;

the date that any person, other than GF Canco or another member of the GF Group, makes a take-over bid or acquires, offers to acquire or announces an intention to acquire or offer to acquire, directly or indirectly, Common Shares which equal or exceed 50% of the then issued and outstanding Common Shares and which GF Canco determines, acting reasonably, is credible;

the date that any person, other than GF Canco or another member of the GF Group, acquires, directly or indirectly, by purchase or otherwise, beneficial ownership of 20% or more of the Common Shares (calculated in accordance with section 1.8 of NI 62-104) other than with the consent of Galiano;

the date that any person, other than GF Canco or another member of the GF Group, (A) solicits or announces an intention to solicit proxies to remove or replace a majority of the members of the Board, or (B) submits a notice under Galiano’s advance notice by-law or policy to nominate a majority of the members to the Board, provided in each case that GF Canco determines, acting reasonably, that any such solicitation, intention or nomination is credible;

the date that Galiano publicly announces an intention to solicit a take-over bid, plan of arrangement, amalgamation or other transaction involving the acquisition, directly or indirectly, of all of the issued and outstanding Common Shares, or an intention to enter into any transaction described in Sections 5.2(a) to 5.2(d) above;

the date of any public announcement by Galiano that the Board has waived, or has agreed to waive, the application of, or has redeemed or agreed to redeem any rights issued pursuant to, any shareholders rights plan adopted by Galiano;

the date of termination of this Agreement under Section 7.1; or

the date Galiano files for court protection from its creditors.

Notice of Certain Events

Access to Information

Galiano shall provide GF Canco with commercially reasonable access to Galiano’s scientific and technical data (including work plans and programs, permitting information, environmental studies and feasibility studies) and results of operations;

Galiano shall provide GF Canco with commercially reasonable access to formal written reports (including technical reports) on the status of Galiano’s work programs if such reports have been prepared; and

Galiano shall provide GF Canco with commercially reasonable access to Galiano’s (i) senior management team for the purpose of discussing any information received, and (ii) properties for the purpose of conducting site visits not more frequently than every 12 months.

Confidentiality

GF Canco and its Affiliates shall treat all information provided to it or gathered by it under this Agreement as Confidential Information and shall not disclose any Confidential Information to any person other than to: (i) the directors, officers and employees of GF Canco and its Affiliates and (ii) GF Canco’s and its Affiliates’ legal advisors and technical consultants who have agreed not to disclose the Confidential Information. “Confidential Information” shall comprise all information relating to a Party which is of a confidential nature (whether or not specifically identified as confidential) and has been or is from time to time made known to or is otherwise learned by the relevant other Party or any of its representatives as a result of the matters provided for in this Agreement. Each Party shall (and shall cause each of its representatives to) prevent the unauthorized use, disclosure, dissemination or publication of the Confidential Information of the other Party with the same degree of care that such Party uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care. GF Canco agrees to be liable to Galiano for any breach of the confidentiality obligations arising under this Agreement by GF Canco or any of its Affiliates, representatives, advisors or consultants.

Notwithstanding Section 6.2(a), Confidential Information does not include (i) any information that the Party whose Confidential Information it is consents in writing to the disclosure of, (ii) any information that at the time has become generally available to the public other than as a result of a violation by the other Party or any of its representatives of the confidentiality obligations under this Section 6.2, (iii) any information that can be demonstrated was available to the other Party or its representatives on a non-confidential basis at the time of its disclosure to such Party, (iv) any information that becomes available to the other Party or its representatives on a non-confidential basis from a Person (other than the Party to which the information relates or any of its representatives) who is not, to the knowledge of the other Party or its representatives, otherwise bound by confidentiality obligations to the Party to which the information relates in respect of the information or (v) any information that can be demonstrated was developed independently by the other Party or its representatives, without use of or reference to the Confidential Information.

This Section 6.2 shall not apply to the disclosure of any Confidential Information where that disclosure is required by Applicable Law. In that case, the Party required to disclose (or whose representative is required to disclose) shall, to the extent legally permissible and as soon as possible in the circumstances, notify the other Party of the requirement of the disclosure. On receiving the notification, the other Party may take any reasonable action to challenge the requirement, and the affected Party shall (or shall cause the applicable representative to), at the expense of the other Party, provide commercially reasonable assistance to the other Party in taking that reasonable action.

Term of this Agreement

following the Standstill Period, December 31 in any calendar year if, on such date, the Pro Rata Percentage of the GF Group is less than 5%;

the date that, pursuant to a take-over bid, arrangement or other like transaction, business combination or merger, at least 66²⁄₃% of the outstanding Common Shares have been acquired by any person; and

the date on which this Agreement is terminated by written agreement of the Parties.

Notice

To GF Canco:

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

To Galiano:

[Redacted]

[Redacted]

[Redacted]

[Redacted]

if by personal delivery, on the date of delivery to the address provided herein if delivered prior to 5:00 p.m. (local time in the place of delivery) on a Business Day, and, if not, then on the next Business Day following such delivery; and

if by electronic transmission, on the day of receipt if received prior to 5:00 p.m. (Johannesburg, South Africa time) on a Business Day, and, if not, then on the next Business Day following receipt of the electronic transmission.

Further Assurances

Entire Agreement