UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
☐ REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934
OR
☒ ANNUAL REPORT
PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal
year ended December 31, 2022 Commission
File Number: 001-33580
GALIANO GOLD INC.
(Exact name of Registrant as specified in its charter)
| British Columbia |
1040 |
Not Applicable |
(Province or Other Jurisdiction of
Incorporation or Organization) |
(Primary Standard Industrial
Classification Code) |
(I.R.S. Employer
Identification No.) |
1640
- 1066 West Hastings Street
Vancouver, British Columbia
Canada V6E 3X1
(604)
683-8193
(Address and
telephone number of Registrant's principal executive
offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware
United States 19711
Tel: (302)
738-6680
(Name, address (including zip code) and telephone number
(including
area code) of agent for service in the United States)
Securities
registered or to be registered pursuant to section 12(b) of the
Act:
|
Title Of Each
Class
|
Trading
Symbol(s)
|
Name Of Each Exchange On
Which Registered
|
|
Common
Shares, no par value
|
GAU
|
NYSE
American
|
Securities
registered or to be registered pursuant to Section 12(g) of the
Act: None
Securities for which there is a
reporting obligation pursuant to Section 15(d) of the Act:
None
For annual reports, indicate by
check mark the information filed with this Form:
☒ Annual
Information Form ☒ Audited
Annual Financial Statements
Indicate the
number of outstanding shares of each of the Registrant's classes of
capital or common stock as of the close of the period covered by
the annual report: 224,943,453 Common Shares as of
December 31, 2022
Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check
mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the Registrant was
required to submit such files).
Yes ☒ No ☐
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 12b-2 of the Exchange Act.
Emerging growth
company ☒
If an emerging
growth company that prepares its financial statements in accordance
with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the
registrant has filed a report on and attestation to its
management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
☐
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark
whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued
financial statements.
☐
Indicate by check mark whether any
of those error corrections are restatements that required a
recovery analysis of incentive-based compensation received by any
of the registrant's executive officers during the relevant recovery
period pursuant to §240.10D-1(b).
☐
INTRODUCTORY
INFORMATION
In this annual report, references
to the "Company" or "Galiano" mean Galiano Gold Inc. and its
subsidiaries, unless the context suggests otherwise. The
company changed its name from Asanko Gold Inc. to Galiano Gold Inc.
effective April 30, 2020.
Galiano is a Canadian issuer
eligible to file its annual report pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on Form 40-F pursuant to the multi-jurisdictional
disclosure system adopted by the United States Securities and
Exchange Commission (the "SEC") and Canadian securities
regulators. The equity securities of the Company are exempt
from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act
pursuant to Rule 3a12-3 of the Exchange Act.
Unless otherwise indicated, all
amounts in this annual report are in US dollars and all references
to "$" mean US dollars. Except as may be expressly indicated
herein, information on the Company's website is not incorporated
herein by reference.
PRINCIPAL DOCUMENTS
The following documents that are
filed as exhibits 99.5, 99.6 and 99.7 to this annual report are
incorporated by reference herein:
-
the Company's Annual Information Form for the year ended December
31, 2022;
-
the Company's Audited Consolidated Financial Statements for the
years ended December 31, 2022 and 2021, and the notes thereto;
and
-
the Company's Management's Discussion and Analysis for the years
ended December 31, 2022 and 2021.
The Company's
Audited Consolidated Financial Statements that are incorporated by
reference into this annual report have been prepared in accordance
with International Financial Reporting Standards ("IFRS") as issued
by the International Accounting Standards Board (the "IASB").
Our independent registered public
accounting firm is KPMG LLP, Vancouver, British Columbia, Canada,
Auditor Firm ID: 85.
FORWARD-LOOKING
STATEMENTS
This annual report includes or
incorporates by reference certain statements that constitute
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These statements appear
in a number of places in this annual report and documents
incorporated by reference herein and include statements regarding
the Company's intent, belief or current expectation and that of the
Company's officers and directors. These forward-looking statements
involve known and unknown risks and uncertainties that may cause
the Company's actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. In certain cases, forward-looking statements can be
identified by the use of words such as "believe", "intend", "may",
"will", "should", "plans", "anticipates", "believes", "potential",
"intends", "expects" and other similar expressions.
Forward-looking statements include,
but are not limited to, statements with respect to:
-
the future price of gold;
-
the operating plans for the Asanko Gold Mine ("AGM" under the
joint venture arrangement ("JV") between the Company and Gold
Fields;
-
the estimation of mineral reserves and mineral resources;
-
the timing and amount of estimated future production from the
AGM, including production rates and gold recovery;
-
operating costs with respect to the operation of the AGM;
-
plans to re-start mining operations;
-
operating costs with respect to the operation of the AGM;
-
capital expenditures that are required to sustain and expand
mining activities;
-
the timing, costs and project economics associated with the JV's
development plans for the AGM;
-
estimates regarding the AGM's consumption of key reagents,
consumables, critical spares and diesel fuel;
-
cost savings due to the initiative to review and improve the
AGM's supply chain and procurement processes over the life of
mine;
-
the availability of capital to fund the JV's expansion plans and
to fund the Company's contributions to the JV's development
plans;
-
any additional work programs to be undertaken by the
Company;
-
longer-term costs savings and a more streamlined and efficient
operation going forward resulting from a workforce
restructuring;
-
interpretation of the metallurgical testing results received to
date and alignment with the metallurgical recovery model;
-
the optimization of the AGM's plant performance;
-
performance of stockpiled ore above management's forecast;
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the next stage of the Company's drilling efforts;
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the timing of the development of new deposits;
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the ability of the AGM to maintain current inventory levels;
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the timing of the development of new deposits;
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success of exploration activities;
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permitting timelines;
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hedging practices;
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currency exchange rate fluctuations;
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requirements for additional capital;
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operating cash flows;
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government regulation of mining operations;
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environmental risks and remediation measures;
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expected timing for implementation of the Global Industry
Standard on Tailings Management;
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advancement and implementation of the Company's climate change
adaptation plan and related energy efficient initiatives;
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alignment with International Council on Mining and Metals'
Mining Principles;
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unanticipated reclamation expenses;
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changes in accounting policies;
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higher mined grades than plant feed grades;
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title disputes or claims; and
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limitations on insurance coverage.
The timing or
magnitude of the events implied by these forward-looking
statements, are inherently risky and uncertain.
Key assumptions upon which the
Company's forward-looking statements are based, include the
following:
-
the ability of the AGM to continue to operate, produce and ship
doré from the AGM site to be refined during COVID-19 or any other
infectious disease outbreak;
-
the Company and Gold Fields will agree on the manner in which
the JV will operate the AGM, including agreement on development
plans and capital expenditures;
-
the price of gold will not decline significantly or for a
protracted period of time;
-
the Company's ability to raise sufficient funds from future
equity financings to support its operations, and general business
and economic conditions;
-
the global financial markets and general economic conditions
will be stable and prosperous in the future;
-
the AGM will not experience any significant uninsured production
disruptions that would materially affect revenues;
-
the ability of the JV and the Company to comply with applicable
governmental regulations and standards;
-
the mining laws, tax laws and other laws in Ghana applicable to
the AGM and the JV will not change, and there will be no imposition
of additional exchange controls in Ghana;
-
the success of the JV and the Company in implementing its
development strategies and achieving its business objectives;
-
the JV will have sufficient working capital necessary to sustain
its operations on an ongoing basis and the Company will continue to
have sufficient working capital to fund its operations and
contributions to the JV; and
-
the key personnel of the Company and the JV will continue their
employment.
The foregoing
list of assumptions cannot be considered exhaustive.
Readers are cautioned that the
foregoing list is not exhaustive of all factors and assumptions
which may have been used. These assumptions should be considered
carefully by readers.
Readers are advised to carefully
review and consider the risk factors identified in the Company's
Annual Information Form ("AIF") under the heading "Risk Factors"
and in the other documents incorporated by reference herein for a
discussion of the factors that could cause the Company's actual
results, performance and achievements to be materially different
from any anticipated future results, performance or achievements
expressed or implied by the forward-looking statements. These risks
include, but are not limited to:
-
the Company may not be able to restart mining activities at the
AGM on the timeline currently anticipated, or at all;
-
the value of the JV's Mineral Reserves and Mineral Resources and
the outlook for profitable mining from its operations is dependent
on continued strong gold prices, and achieving planned production
rates and LOM costs per ounce to mine and produce gold. Gold prices
are historically volatile and gold can be subject to long periods
of depressed prices;
-
the estimation of Mineral Reserves and Mineral Resources is a
subjective process, the accuracy of which is a function of the
quantity and quality of available data and the assumptions made and
judgments used in the engineering and geological interpretation of
that data and such assumptions and judgment, which may prove
unreliable or mistaken. The JV's estimates of Mineral Reserves and
Mineral Resources may be subject to revision based on various
factors, some of which are beyond its control;
-
mining risks which affect all companies in the industry to
different degrees include the impact and cost of compliance with
environmental regulations and the actions of mining opposition
groups, adverse changes in mining and reclamation laws and
compliance with increasingly complex health and safety rules;
-
other general and specific risks detailed from time-to-time in
the Company's quarterly filings, AIFs, annual reports and annual
filings with Canadian securities regulators and the SEC and those
which are discussed below; and
-
the risk factors described in our AIF under the heading "Risk
Factors" that is incorporated by reference into this annual
report.
Readers are
further cautioned that the foregoing list of assumptions and risk
factors is not exhaustive and it is recommended that readers
consult the more complete discussion of the Company's business,
financial condition and prospects that is included in the Company's
AIF, and in other documents incorporated by reference herein. The
forward-looking statements contained in this annual report are made
as of the date hereof and, accordingly, are subject to change after
such date.
Although the Company believes that
the assumptions on which the forward-looking statements are made
are reasonable, based on the information available to the Company
on the date such statements were made, no assurances can be given
as to whether these assumptions will prove to be correct. The
Company assumes no obligation to update or to publicly announce the
results of any change to any of the forward-looking statements
contained or incorporated by reference herein to reflect actual
results, future events or developments, changes in assumptions or
changes in other factors affecting the forward-looking statements,
other than where a duty to update such information or provide
further disclosure is imposed by applicable law, including
applicable United States federal securities laws.
CAUTIONARY NOTE TO UNITED STATES
INVESTORS CONCERNING
ESTIMATES OF RESERVES AND MEASURED, INDICATED AND INFERRED
RESOURCES
Disclosure regarding the Company's
mineral properties, including with respect to mineral reserve and
mineral resource estimates included in this annual report, was
prepared in accordance with Canadian National Instrument 43-101
Standards of Disclosure for Mineral Projects ("NI
43-101"). NI 43-101 is a rule developed by the Canadian
Securities Administrators that establishes standards for all public
disclosure an issuer makes of scientific and technical information
concerning mineral projects. NI 43-101 differs significantly from
the disclosure requirements of the SEC generally applicable to U.S.
companies. Accordingly, information contained in this annual report
is not comparable to similar information made public by U.S.
companies reporting pursuant to SEC disclosure requirements.
NOTE TO UNITED STATES READERS
REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted to prepare
the documents incorporated by reference in this annual report in
accordance with Canadian disclosure requirements, which are
different from those of the United States. The Company's
consolidated financial statements are prepared in accordance with
IFRS as issued by the IASB. IFRS differs in certain respects from
U.S. GAAP and from practices prescribed by the SEC. Therefore, the
Company's historic financial statements and the financial
statements incorporated by reference in this annual report may not
be comparable to financial statements prepared in accordance with
U.S. GAAP.
CURRENCY
Unless otherwise indicated, all
dollar amounts in this annual report are in United States dollars.
The exchange rate of United States dollars into Canadian dollars on
December 31, 2022, based upon the rate published by the Bank of
Canada, was US$1.00 = CAD$1.3544. The exchange rate of United
States dollars into Canadian dollars, on March 27, 2023, based upon
the rate as published by the Bank of Canada, was US$1.00 =
CAD$1.3682.
DISCLOSURE
CONTROLS AND PROCEDURES
Disclosure controls and procedures
are defined in Rule 13a-15(e) under the Exchange Act to mean
controls and other procedures of an issuer that are designed to
ensure that information required to be disclosed by the issuer in
the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and includes,
without limitation, controls and procedures designed to ensure that
such information is accumulated and communicated to the issuer's
management, including its principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
As of the end of the period covered
by this report, our management carried out an evaluation, with the
participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and
procedures. Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of December 31,
2022, our disclosure controls and procedures, as defined in Rule
13a-15(e), were effective. See “13. Internal Control” of Exhibit
99.7, Management’s Discussion and Analysis of the Company.
INTERNAL CONTROL OVER FINANCIAL
REPORTING
The Company's management is
responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Exchange Act Rule
13a-15(f). Management conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting based on
the framework in Internal Control - Integrated Framework issued in
2013 by The Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"). Based on this evaluation, management
concluded that the Company's internal control over financial
reporting was effective as of December 31, 2022. There have been no
changes in the Company's internal control over financial reporting
during the year ended December 31, 2022 that have materially
affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
Management is responsible for
designing, establishing and maintaining a system of internal
control over financial reporting to provide reasonable assurance
that the financial information prepared by the Company for external
purposes is reliable and has been recorded, processed and reported
in an accurate and timely manner in accordance with IFRS as issued
by the IASB. The Board of Directors is responsible for ensuring
that management fulfills its responsibilities. The Audit Committee
fulfills its role of ensuring the integrity of the reported
information through its review of the interim and annual financial
statements. Management reviewed the results of their assessment
with the Company's Audit Committee.
There are inherent limitations in
the effectiveness of internal control over financial reporting,
including the possibility that misstatements may not be prevented
or detected. Accordingly, even effective internal control over
financial reporting can provide only reasonable assurance with
respect to financial statement preparation. Furthermore, the
effectiveness of internal control can change with circumstances.
The Company has paid particular attention to segregation of duties
surrounding its internal control over financial reporting. However,
"ideal" segregation of duties is not always feasible as the Company
has limited staff resources. This risk is mitigated by management
and Board review where appropriate. At the present time, the
Company will continue to rely on review procedures to detect
potential misstatements in reporting of material to the public.
The Company's management, including
the CEO and CFO, believe that any internal control over financial
reporting, including those systems determined to be effective and
no matter how well conceived and operated, have inherent
limitations and can provide only reasonable, not absolute,
assurance that the objectives of the control system are met with
respect to financial statement preparation and presentation.
Because of the inherent limitations in all control systems, they
cannot provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been prevented
or detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can
occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by unauthorized override of the
control. The design of any system of controls is also based in part
upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions.
Accordingly, because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud
may occur and not be detected.
ATTESTATION
REPORT OF
REGISTERED PUBLIC ACCOUNTING FIRM
The Company is an "emerging growth
company", as defined in Section 3(a) of the Exchange Act, as
amended by the Jumpstart Our Business Startups Act.
Accordingly, it is not required to provide, and has not provided,
an attestation report of the Company's independent registered
public accounting firm on the Company's internal control over
financial reporting as of December 31, 2022.
IDENTIFICATION OF THE AUDIT
COMMITTEE
The Company's Board of Directors
has established a separately-designated Audit Committee of the
Board in accordance with section 3(a)(58)(A) of the Exchange Act
and section 802(B)(2) of the NYSE American Company Guide.
The Company's Audit Committee
comprises three directors that the Board of Directors have
determined are independent as determined under each of Rule 10A-3
under the Exchange Act and Section 803(A) of the NYSE American
Company Guide and financially sophisticated:
• Greg Martin (Chair)
• Gordon Fretwell
• Judith Mosely
AUDIT COMMITTEE
FINANCIAL EXPERT
The Company's Board of Directors
has determined that Greg Martin, the Chair of the Audit Committee
of the Board, is an audit committee financial expert (as that term
is defined in Item 407 of Regulation S-K under the Exchange Act)
and is independent, as that term is defined under the NYSE American
Company Guide. The SEC has indicated that the designation of Greg
Martin as an audit committee financial expert does not make him an
"expert" for any purpose, impose any duties, obligations or
liabilities on him that are greater than those imposed on members
of the audit committee and the Board of Directors who do not carry
this designation or affect the duties, obligations or liabilities
of any other member of the Audit Committee or the Board of
Directors.
PRINCIPAL ACCOUNTANT FEES AND
SERVICES
The required disclosure is included
under the heading "Audit Committee, Code of Ethics, Accountant Fees
and Exemptions - Audit Fees" in Galiano's Annual Information Form
for the fiscal year ended December 31, 2022, filed as Exhibit 99.5
to this Annual Report on Form 40-F.
The Company's
Audit Committee of the Board has adopted a pre-approval policy.
Under this policy, audit and permitted non-audit services will be
presented to the Audit Committee of the Board for pre-approval. The
Registrant did not rely on the de minimis exemption provided
by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X in respect
of the fees set out above.
OFF-BALANCE SHEET
ARRANGEMENTS
The Company has not entered into
any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Company's
financial condition, changes in financial condition, revenues,
expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.
CASH REQUIREMENTS
The required disclosure is included
under the headings "Liquidity and capital resources" and
"Commitments" in Galiano's Management's Discussion and Analysis for
the year ended December 31, 2022, filed as Exhibit 99.7 to this
Annual Report on Form 40-F.
CODE OF BUSINESS CONDUCT AND
ETHICS
Adoption of Code of
Ethics
The Company has adopted a Code of
Business Conduct and Ethics within the meaning of Form 40-F (the
"Code of Ethics") for all its directors, executive officers
and employees. The text of the Code of Business Conduct and Ethics
is posted on the Company's website at: https://www.galianogold.com/corporate/governance/default.aspx.
Amendments or Waivers
During the fiscal year ended
December 31, 2022, the Company did not substantively amend, waive
or implicitly waive any provision of the Code of Business Conduct
and Ethics with respect to any of the directors, executive officers
or employees subject to it.
If any amendment to the Code of
Ethics is made, or if any waiver from the provisions thereof is
granted, Galiano may elect to disclose the information about such
amendment or waiver required by Form 40-F to be disclosed, by
posting such disclosure on the Company's website, which may be
accessed at www.galianogold.com.
NYSE AMERICAN STATEMENT OF
GOVERNANCE DIFFERENCES
As a Canadian corporation listed on
the NYSE American, the Company is not required to comply with most
of the NYSE American corporate governance standards, so long as it
complies with Canadian corporate governance practices. In order to
claim such an exemption, however, the Company must disclose the
significant difference between its corporate governance practices
and those required to be followed by U.S. domestic companies under
the NYSE American's corporate governance standards. The Company has
included a description of such significant differences in corporate
governance practices on its website, which may be accessed at
www.galianogold.com.
MINE SAFETY
DISCLOSURE
Not applicable.
DISCLOSURE REGARDING FOREIGN
JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
RECOVERY OF ERRONEOUSLY AWARDED
COMPENSATION
Not applicable.
NOTICES PURSUANT TO REGULATION
BTR
The Company did not send any
notices required by Rule 104 of Regulation BTR during the year
ended December 31, 2022 concerning any equity security subject to a
blackout period under Rule 101 of Regulation BTR.
INCORPORATION
BY REFERENCE
Exhibits 99.5,
99.6 and 99.7 to this annual report on Form 40-F for the year ended
December 31, 2022 are incorporated by reference into the
Registration Statement on Form F-10 (Commission File No.
333-268945) of the Company.
UNDERTAKING
The Registrant undertakes to make
available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly,
when requested to do so by the Commission staff, information
relating to the securities in relation to which the obligation to
file an annual report on Form 40-F arises, or transactions in said
securities.
CONSENT TO SERVICE OF
PROCESS
The Company has previously filed an
Appointment of Agent for Service of Process and Undertaking on Form
F-X with respect to the class of securities in relation to which
the obligation to file this annual report on Form 40-F arises.
Any change to the name or address
of the Company's agent for service shall be communicated promptly
to the Commission by amendment to Form F-X referencing the file
number of the Company.
EXHIBITS
SIGNATURES
Pursuant to the requirements of the
Exchange Act, the Company certifies that it meets all of the
requirements for filing on Form 40-F and has duly caused this
annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| Date: March 28, 2023 |
GALIANO GOLD INC. |
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By: |
/s/ Matthew Freeman |
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Matthew Freeman
EVP & Chief Financial Officer |