Galiano Gold Inc 6-K, filed Nov 14, 2023
Galiano Gold Inc. (GAU)
About this 6-K
Galiano Gold Inc filed this 6-K on November 14, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File No. 001-33580
GALIANO GOLD INC.
(Translation of registrant's name into English)
Suite 1640, 1066 West Hastings Street
Vancouver, British Columbia, V6E 3X1, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
SUBMITTED HEREWITH
Exhibits 99.1 and 99.2 included with this report are hereby incorporated by reference into the registrant's registration statement on Form F-10 (File no. 333-268945) (the "Registration Statement"), and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GALIANO GOLD INC.
/s/ Matthew Freeman
________________________________
Matthew Freeman
Chief Financial Officer
Date: November 14, 2023
GALIANO GOLD INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
UNAUDITED
For the three and nine months ended September 30, 2023 and 2022
TABLE OF CONTENTS
GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
AS AT SEPTEMBER 30, 2023 AND DECEMBER 31, 2022
(In thousands of United States Dollars)
| September 30, 2023 | December 31, 2022 | ||||||||
| Note | $ | $ | |||||||
| Assets | |||||||||
| Current assets | |||||||||
| Cash and cash equivalents | 56,079 | 56,111 | |||||||
| Receivables | 13 | 54 | |||||||
| Receivable due from related party | 4 | 488 | 1,684 | ||||||
| Prepaid expenses and deposits | 951 | 756 | |||||||
| 57,531 | 58,605 | ||||||||
| Non-current assets | |||||||||
| Financial assets | 5 | 74,087 | 66,809 | ||||||
| Investment in joint venture | 6 | 84,090 | 54,148 | ||||||
| Right-of-use asset | 199 | 277 | |||||||
| Property, plant and equipment | 61 | 55 | |||||||
| 158,437 | 121,289 | ||||||||
| Total assets | 215,968 | 179,894 | |||||||
| Liabilities | |||||||||
| Current liabilities | |||||||||
| Accounts payable and accrued liabilities | 6,128 | 4,330 | |||||||
| Payable due to related party | 4 | 3,145 | 1,364 | ||||||
| Lease liability | 121 | 110 | |||||||
| 9,394 | 5,804 | ||||||||
| Non-current liabilities | |||||||||
| Long-term incentive plan liabilities | 8 | 126 | 195 | ||||||
| Lease liability | 112 | 204 | |||||||
| 238 | 399 | ||||||||
| Total liabilities | 9,632 | 6,203 | |||||||
| Equity | |||||||||
| Share capital | 7 | 579,591 | 579,591 | ||||||
| Equity reserves | 8 | 52,800 | 51,998 | ||||||
| Accumulated deficit | (426,055 | ) | (457,898 | ) | |||||
| Total equity | 206,336 | 173,691 | |||||||
| Total liabilities and equity | 215,968 | 179,894 | |||||||
| Commitments and contingencies | 9 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
Approved on behalf of the Board of Directors:
| "Matt Badylak" | "Greg Martin" | |
| Director | Director |
GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands of United States Dollars, except dollar per share amounts)
| Three months ended | Nine months ended | ||||||||||||
| September 30, 2023 |
September 30, 2022 |
September 30, 2023 |
September 30, 2022 |
||||||||||
| Note | $ | $ | $ | $ | |||||||||
| Share of net income related to joint venture | 6 | 9,628 | - | 29,942 | - | ||||||||
| Service fee earned as operators of joint venture | 4 | 1,448 | 1,381 | 4,284 | 3,995 | ||||||||
| General and administrative expenses | 10 | (2,869 | ) | (3,490 | ) | (9,867 | ) | (8,246 | ) | ||||
| Exploration and evaluation expenditures | 11 | (81 | ) | (281 | ) | (1,966 | ) | (473 | ) | ||||
| Income (loss) from operations and joint venture | 8,126 | (2,390 | ) | 22,393 | (4,724 | ) | |||||||
| Finance income | 12 | 3,269 | 3,702 | 9,418 | 17,082 | ||||||||
| Finance expense | (6 | ) | (8 | ) | (18 | ) | (24 | ) | |||||
| Foreign exchange (loss) gain | - | (24 | ) | 50 | (25 | ) | |||||||
| Net income and comprehensive income for the period | 11,389 | 1,280 | 31,843 | 12,309 | |||||||||
| Weighted average number of shares outstanding: | |||||||||||||
| Basic | 13 | 224,943,453 | 224,943,453 | 224,943,453 | 224,943,453 | ||||||||
| Diluted | 13 | 225,400,119 | 224,943,453 | 225,083,227 | 224,943,453 | ||||||||
| Net income per share: | |||||||||||||
| Basic | 0.05 | 0.01 | 0.14 | 0.05 | |||||||||
| Diluted | 0.05 | 0.01 | 0.14 | 0.05 | |||||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands of United States Dollars, except for number of common shares)
| Note | Number of shares |
Share capital $ |
Equity reserves $ |
Accumulated deficit $ |
Total equity $ |
|||||||||||
| Balance as at December 31, 2021 | 224,943,453 | 579,591 | 51,879 | (498,707 | ) | 132,763 | ||||||||||
| Share-based compensation expense | 8(a) | - | - | (100 | ) | - | (100 | ) | ||||||||
| Net income and comprehensive income for the period | - | - | - | 12,309 | 12,309 | |||||||||||
| Balance as at September 30, 2022 | 224,943,453 | 579,591 | 51,779 | (486,398 | ) | 144,972 | ||||||||||
| Balance as at December 31, 2022 | 224,943,453 | 579,591 | 51,998 | (457,898 | ) | 173,691 | ||||||||||
| Share-based compensation expense | 8(a) | - | - | 802 | - | 802 | ||||||||||
| Net income and comprehensive income for the period | - | - | - | 31,843 | 31,843 | |||||||||||
| Balance as at September 30, 2023 | 224,943,453 | 579,591 | 52,800 | (426,055 | ) | 206,336 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands of United States Dollars)
| Three months ended | Nine months ended | ||||||||||||
| September 30, | September 30, | September 30, | September 30, | ||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||
| Note | $ | $ | $ | $ | |||||||||
| Operating activities: | |||||||||||||
| Net income for the period | 11,389 | 1,280 | 31,843 | 12,309 | |||||||||
| Adjustments for: | |||||||||||||
| Share of net income related to joint venture | 6 | (9,628 | ) | - | (29,942 | ) | - | ||||||
| Depreciation | 35 | 36 | 107 | 110 | |||||||||
| Share-based compensation | 8,10 | 602 | 1,265 | 3,092 | 895 | ||||||||
| Finance income | 12 | (3,269 | ) | (3,702 | ) | (9,418 | ) | (17,082 | ) | ||||
| Finance expense | 4 | 6 | 13 | 19 | |||||||||
| Unrealized foreign exchange (gain) loss | (25 | ) | 180 | (28 | ) | 209 | |||||||
| Operating cash flow before working capital changes | (892 | ) | (935 | ) | (4,333 | ) | (3,540 | ) | |||||
| Change in non-cash working capital | 14 | 752 | 2,477 | 2,273 | 4,482 | ||||||||
| Cash (used in) provided by operating activities | (140 | ) | 1,542 | (2,060 | ) | 942 | |||||||
| Investing activities: | |||||||||||||
| Interest received | 759 | 334 | 2,140 | 500 | |||||||||
| Expenditures on property, plant and equipment | (1 | ) | (3 | ) | (35 | ) | (4 | ) | |||||
| Cash provided by investing activities | 758 | 331 | 2,105 | 496 | |||||||||
| Financing activities: | |||||||||||||
| Office lease payments | (32 | ) | (32 | ) | (94 | ) | (99 | ) | |||||
| Impact of foreign exchange on cash and cash equivalents | (10 | ) | (130 | ) | 17 | (144 | ) | ||||||
| Increase (decrease) in cash and cash equivalents during the period | 576 | 1,711 | (32 | ) | 1,195 | ||||||||
| Cash and cash equivalents, beginning of period | 55,503 | 53,005 | 56,111 | 53,521 | |||||||||
| Cash and cash equivalents, end of period | 56,079 | 54,716 | 56,079 | 54,716 | |||||||||
| Supplemental cash flow information | 14 | ||||||||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
1. Nature of operations
Galiano Gold Inc. ("Galiano" or the "Company") was incorporated on September 23, 1999 under the Business Corporations Act of British Columbia, Canada. The Company's head office and principal address is located at 1640 - 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1, Canada. The Company's registered and records office is located at Suite 3500, 1133 Melville Street, Vancouver, V6E 4E5. The Company's common shares trade on the Toronto Stock Exchange and NYSE American Exchange under the ticker symbol "GAU".
The Company's principal business activity is the operation of the Asanko Gold Mine ("AGM") through a joint venture arrangement (the "JV") associated with the Company's 45% equity interest in the entity that holds the AGM mining licenses and gold exploration tenements (see note 6). The Government of Ghana has a 10% free-carried interest in the AGM. The AGM consists of four main open-pit mining areas: Abore, Miradani North, Nkran and Esaase, multiple satellite deposits and exploration projects located on the Asankrangwa Gold Belt in the Amansie West District of the Republic of Ghana ("Ghana"), West Africa.
In addition to its interest in the AGM, the Company holds the 100% owned Asumura property in Ghana.
2. Basis of presentation
(a) Statement of compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). These condensed consolidated interim financial statements do not include all of the necessary annual disclosures in accordance with IFRS and should be read in conjunction with the Company's audited consolidated annual financial statements for the year ended December 31, 2022.
The accounting policies followed in these condensed consolidated interim financial statements are the same as those applied in the Company's audited consolidated annual financial statements for the year ended December 31, 2022.
These condensed consolidated interim financial statements were authorized for issue and approved by the Board of Directors on November 14, 2023.
(b) Basis of presentation and consolidation
These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments carried at fair value.
All amounts are expressed in thousands of United States dollars, unless otherwise stated, and the United States dollar is the functional currency of the Company and each of its subsidiaries. References to C$ are to Canadian dollars.
These condensed consolidated interim financial statements incorporate the financial information of the Company and its subsidiaries as at September 30, 2023. Subsidiaries are entities controlled by the Company. Control exists when the Company has power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
2. Basis of presentation (continued)
Subsidiaries are included in the consolidated financial statements of the Company from the effective date of acquisition up to the effective date of disposition or loss of control.
All significant intercompany amounts and transactions between the Company and its subsidiaries have been eliminated on consolidation.
The principal subsidiaries and joint arrangements to which the Company is a party, as well as their geographic locations, were as follows as at September 30, 2023:
| Affiliate name | Location | Interest | Classification and accounting method |
| Galiano Gold South Africa (PTY) Ltd. | South Africa | 100% | Consolidated |
| Galiano International (Isle of Man) Ltd. | Isle of Man | 100% | Consolidated |
| Galiano Gold (Isle of Man) Ltd. | Isle of Man | 100% | Consolidated |
| Galiano Gold Exploration Mali SARL | Mali | 100% | Consolidated |
| Galiano Gold Exploration Ghana Ltd.1 | Ghana | 100% | Consolidated |
| BUK West Africa Limited | United Kingdom | 100% | Consolidated |
| Asanko Gold Ghana Ltd. | Ghana | 45% | Joint venture; equity method |
| Adansi Gold Ltd. | Ghana | 50% | Joint venture; equity method |
| Shika Group Finance Limited | Isle of Man | 50% | Joint venture; equity method |
1Name changed from Asanko Gold Exploration Ghana Ltd. to Galiano Gold Exploration Ghana Ltd. effective March 29, 2023.
(c) Accounting standards adopted during the period
The Company adopted the following new IFRS standard effective January 1, 2023. The nature and impact of the new standard on the Company's current period financial statements, if any, are outlined below. Adoption of the standard was made in accordance with the applicable transitional provisions.
Amendments to IAS 1
On February 12, 2021, the IASB issued Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2, Making Materiality Judgements). The amendments help companies provide useful accounting policy disclosures and include requiring companies to disclose their material accounting policies rather than their significant accounting policies; clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves immaterial and as such need not be disclosed; and clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material to a company's financial statements. The amendments are effective for annual periods beginning on or after January 1, 2023, with early adoption permitted. The amendments to IAS 1 will be reflected in the Company's disclosures in its consolidated annual financial statements for the year ended December 31, 2023.
(d) Accounting standards and amendments issued but not yet adopted
There were no accounting standards or amendments to existing standards issued but not yet adopted as of September 30, 2023 that are expected to have a material effect on the Company's or the JV's financial statements in the future.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
3. Significant accounting judgements and estimates
The preparation of financial statements, in conformity with IFRS, requires management to make judgements, estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in these condensed consolidated interim financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows and reported amounts of assets and liabilities.
The Company's and the JV's significant accounting judgements and estimates are unchanged as compared to those presented in note 5 of the Company's audited annual consolidated financial statements for the years ended December 31, 2022 and 2021.
4. Balances due from/to related party
Under the terms of the Joint Venture Agreement (the "JVA") that governs the management of the JV (note 6), the Company is the operator of the AGM and, in consideration for managing the operations of the mine, currently receives a gross annual service fee from the JV of $7.3 million (originally $6.0 million per annum, but adjusted annually for inflation).
During the three and nine months ended September 30, 2023, the Company earned a service fee of $1.4 million and $4.3 million, respectively, as operator of the JV (three and nine months ended September 30, 2022 - $1.4 million and $4.0 million, respectively). For the three and nine months ended September 30, 2023, the service fee was comprised of a gross service fee of $1.8 million and $5.4 million, respectively, less withholding taxes payable in Ghana of $0.4 million and $1.1 million (three and nine months ended September 30, 2022 - gross service fee of $1.7 million and $5.0 million, respectively, less withholding taxes payable in Ghana of $0.3 million and $1.0 million). As at September 30, 2023, the Company had a receivable due from the JV in respect of the service fee in the amount of $0.5 million, net of withholding taxes (December 31, 2022 - $1.7 million).
As at September 30, 2023, the Company had a payable due to the JV in the amount of $3.1 million relating to reimbursement for third party supplier costs and administrative and exploration services performed by the JV on the Company’s wholly owned Asumura property in Ghana (December 31, 2022 – $1.4 million). During the three and nine months ended September 30, 2023, the JV provided administrative and exploration services on the Company’s Asumura property totaling $9 and $0.2 million, respectively (three and nine months ended September 30, 2022 – $0.2 million for both periods).
All transactions with related parties have occurred in the normal course of operations. All amounts are unsecured, non-interest bearing and have no specific terms of settlement.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
5. Financial assets
As part of the JV transaction with Gold Fields (note 6), the Company initially subscribed to 184.9 million non-voting fixed redemption price redeemable preferences shares in Shika Group Finance Limited (the "preference shares"), which were issued with a par value of $1 per redeemable share. The preference shares have no fixed redemption date. As these preference shares have no contractual fixed terms of repayment that arise on specified dates, they are measured at fair value through profit or loss at each reporting period-end and are classified as a Level 3 financial asset in the fair value hierarchy.
The following table summarizes the change in the carrying amount of the Company's preference shares held in the joint venture for the nine months ended September 30, 2023 and year ended December 31, 2022:
| September 30, 2023 | December 31, 2022 | ||||||||
| Number of shares | $ | $ | |||||||
| Balance, beginning of period | 132,400,000 | 66,809 | 72,426 | ||||||
| Fair value adjustment for the period | - | 7,278 | (5,617 | ) | |||||
| Balance, end of period | 132,400,000 | 74,087 | 66,809 | ||||||
As at September 30, 2023, the Company re-measured the fair value of the preference shares to $74.1 million and recorded a positive fair value adjustment of $2.5 million and $7.3 million in finance income for the three and nine months ended September 30, 2023, respectively (three and nine months ended September 30, 2022 - positive fair value adjustments of $3.4 million and $16.6 million, respectively).
6. Asanko Gold Mine joint venture
On July 31, 2018, the Company completed a transaction (the "JV Transaction") with a subsidiary of Gold Fields Limited ("Gold Fields"), following which:
• the Company and Gold Fields each own a 45% equity interest in Asanko Gold Ghana Ltd. ("AGGL"), which owns the AGM, with the Government of Ghana retaining a 10% free-carried interest in the AGM;
• the Company and Gold Fields each own a 50% interest in Adansi Gold Ltd. ("Adansi Ghana"), which owns a number of exploration licenses; and
• the Company and Gold Fields each acquired a 50% interest in the JV entity, Shika Group Finance Limited ("Shika").
As the JV is structured within the legal entities of AGGL, Adansi Ghana and Shika, the JV represents a joint venture as defined under IFRS 11 - Joint Arrangements, and the Company commenced equity accounting for its interest in the JV effective July 31, 2018.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
6. Asanko Gold Mine joint venture (continued)
The following table summarizes the change in the carrying amount of the Company's investment in the AGM joint venture for the nine months ended September 30, 2023 and year ended December 31, 2022:
| September 30, 2023 | December 31, 2022 | |||||
| $ | $ | |||||
| Balance, beginning of period | 54,148 | - | ||||
| Company's share of the JV's net income for the period | 29,942 | 46,517 | ||||
| Impairment reversal on investment in JV | - | 7,631 | ||||
| Balance, end of period | 84,090 | 54,148 |
The Company's share of the JV's net earnings for the three and nine months ended September 30, 2023 was $9.6 million and $29.9 million, respectively. For the three and nine months ended September 30, 2022, the Company did not recognize its share of the JV's net income as the recoverable amount of the Company's investment in the JV was estimated to be nil as at March 31, 2022, June 30, 2022 and September 30, 2022.
Operating and financial results of the AGM JV for the three and nine months ended September 30, 2023 and 2022
Summarized financial information for the AGM JV, on a 100% basis, is outlined in the tables below.
All disclosures in this note 6 are on a 100% JV basis, unless otherwise indicated. The JV applies the same accounting policies as the Company.
Statement of Income for the three and nine months ended September 30, 2023 and 2022
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||
| Note | $ | $ | $ | $ | |||||||||
| Revenue | (i) | 67,770 | 76,911 | 197,029 | 239,328 | ||||||||
| Production costs | (ii) | (35,644 | ) | (41,845 | ) | (103,905 | ) | (147,331 | ) | ||||
| Depreciation and depletion | (4,308 | ) | (5,531 | ) | (9,263 | ) | (27,545 | ) | |||||
| Royalties | (iii) | (4,073 | ) | (3,845 | ) | (11,053 | ) | (11,966 | ) | ||||
| Income from mine operations | 23,745 | 25,690 | 72,808 | 52,486 | |||||||||
| Exploration and evaluation expenditures | (2,163 | ) | (2,928 | ) | (5,272 | ) | (9,348 | ) | |||||
| General and administrative expenses | (527 | ) | (850 | ) | (1,972 | ) | (21,257 | ) | |||||
| Income from operations | 21,055 | 21,912 | 65,564 | 21,881 | |||||||||
| Finance expense | (xi) | (1,418 | ) | (3,858 | ) | (2,363 | ) | (5,435 | ) | ||||
| Finance income | (xi) | 1,224 | 158 | 3,221 | 234 | ||||||||
| Foreign exchange gain (loss) | 423 | (866 | ) | (146 | ) | 2,831 | |||||||
| Net income for the period | 21,284 | 17,346 | 66,276 | 19,511 | |||||||||
| Company's share of net income of the JV for the period | 9,628 | - | 29,942 | - | |||||||||
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
6. Asanko Gold Mine joint venture (continued)
The assets and liabilities of the AGM JV, on a 100% basis, as at September 30, 2023 and December 31, 2022 were as follows:
| September 30, 2023 | December 31, 2022 | ||||||
| Note | $ | $ | |||||
| Assets | |||||||
| Current assets | |||||||
| Cash and cash equivalents | (xii) | 136,860 | 91,271 | ||||
| Receivables | 5,086 | 2,771 | |||||
| Inventories | (iv) | 44,367 | 54,003 | ||||
| Prepaid expenses and deposits | 2,221 | 2,907 | |||||
| VAT receivable | 7,097 | 6,235 | |||||
| 195,631 | 157,187 | ||||||
| Non-current assets | (v),(vi) | 227,251 | 180,640 | ||||
| Total assets | 422,882 | 337,827 | |||||
| Liabilities | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities | 29,267 | 30,811 | |||||
| Lease liabilities | (vii) | 4,555 | 778 | ||||
| 33,822 | 31,589 | ||||||
| Non-current liabilities | |||||||
| Lease liabilities | (vii) | 15,907 | 113 | ||||
| Asset retirement provisions | (viii) | 58,900 | 58,148 | ||||
| 74,807 | 58,261 | ||||||
| Total liabilities | 108,629 | 89,850 | |||||
| Equity | (x) | 314,253 | 247,977 | ||||
| Total liabilities and equity | 422,882 | 337,827 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
6. Asanko Gold Mine joint venture (continued)
The Company has provided the following incremental disclosures for stakeholders to evaluate the financial performance and financial condition of the AGM. All amounts in the following tables and descriptions are on a 100% basis.
(i) Revenues
AGGL has an offtake agreement (the "Offtake Agreement") with a special purpose vehicle of Red Kite Opportunities Master Fund Limited ("Red Kite") under which the AGM will sell 100% of future gold production from the AGM up to a maximum of 2.2 million ounces. The gold sale price will be a spot price selected by Red Kite during a nine-day quotational period following shipment of gold from the mine.
During the nine months ended September 30, 2023, the AGM sold a portion of its production to the Bank of Ghana under the country's gold buying program. As agreed with Red Kite, gold ounces sold to the Bank of Ghana were considered delivered under the Offtake Agreement, and in consideration the AGM paid to Red Kite a "make whole" payment which was calculated in a similar manner to a nine-day quotational period. The "make whole" payments made to Red Kite were recognized as a reduction of revenues.
During the three and nine months ended September 30, 2023, the AGM sold 35,522 and 103,608 ounces of gold, respectively, to Red Kite under the Offtake Agreement (three and nine months ended September 30, 2022 - 45,482 and 133,647 gold ounces, respectively). As of September 30, 2023, the AGM has delivered 1,570,713 gold ounces to Red Kite under the Offtake Agreement.
Included in revenue of the AGM is $0.2 million and $0.4 million relating to by-product silver sales for the three and nine months ended September 30, 2023, respectively (three and nine months ended September 30, 2022 - $0.2 million and $0.5 million, respectively).
(ii) Production costs
The following is a summary of production costs by nature, on a 100% basis, incurred during the three and nine months ended September 30, 2023 and 2022:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| $ | $ | $ | $ | |||||||||
| Raw materials and consumables | (15,977 | ) | (14,650 | ) | (44,744 | ) | (42,422 | ) | ||||
| Salaries and employee benefits | (5,358 | ) | (5,159 | ) | (16,085 | ) | (22,481 | ) | ||||
| Contractors | (9,531 | ) | (7,981 | ) | (24,905 | ) | (50,416 | ) | ||||
| Change in stockpile, gold-in-process and gold dore inventories | (242 | ) | (9,865 | ) | (4,577 | ) | (17,429 | ) | ||||
| Insurance, government fees, permits and other | (4,536 | ) | (4,190 | ) | (13,594 | ) | (14,583 | ) | ||||
| Total production costs | (35,644 | ) | (41,845 | ) | (103,905 | ) | (147,331 | ) | ||||
During the three months ended September 30, 2023, the AGM recognized a $0.4 million downward net realizable value adjustment on its stockpile inventory, of which $0.3 million was recorded against production costs and $0.1 million was recorded against depreciation expense (three months ended September 30, 2022 - $4.1 million reversal of previously recorded net realizable value adjustments on stockpile inventory, of which $3.2 million was credited against production costs and $0.9 million was credited against depreciation expense).
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
6. Asanko Gold Mine joint venture (continued)
During the nine months ended September 30, 2023, there was no change in the net realizable value of the AGM's stockpiles (nine months ended September 30, 2022 - $14.6 million reversal of previously recorded net realizable value adjustments on stockpile inventory, of which $10.5 million was credited against production costs and $4.1 million was credited against depreciation expense).
(iii) Royalties
All of the AGM's concessions are subject to a 5% gross revenue royalty payable to the Government of Ghana. The AGM's Akwasiso mining concession is also subject to an additional 2% net smelter return royalty payable to the previous owner of the mineral tenement, and the AGM's Esaase mining concession is also subject to an additional 0.5% net smelter return royalty payable to the Bonte Liquidation Committee.
On April 3, 2023, the Government of Ghana imposed a special levy, the Growth and Sustainability Levy ("GSL"), on all companies operating in Ghana with an effective date of May 1, 2023. The purpose of the GSL is to support growth and fiscal sustainability of the Ghanaian economy. For mining companies in Ghana, the GSL is levied at a rate of 1% of gold revenues for the fiscal years 2023 to 2025. The JV has presented the 1% GSL as royalties expense in the Statement of Operations.
(iv) Inventories
The following is a summary of inventories held by the AGM, on a 100% basis, as at September 30, 2023 and December 31, 2022:
| September 30, 2023 | December 31, 2022 | |||||
| $ | $ | |||||
| Gold dore on hand | 2,026 | 3,592 | ||||
| Gold-in-process | 1,243 | 937 | ||||
| Ore stockpiles | 19,276 | 23,802 | ||||
| Materials and spare parts | 21,822 | 25,672 | ||||
| Total inventories | 44,367 | 54,003 |
During the three months ended September 30, 2023, the JV recognized a $2.1 million provision against supplies inventory which was recorded in production costs (three months ended September 30, 2022 - nil).
During the nine months ended September 30, 2023, the JV reclassified $2.6 million of insurance and capital spares to mineral properties, plant and equipment (three and nine months ended September 30, 2022 - nil for both periods).
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
6. Asanko Gold Mine joint venture (continued)
(v) Reclamation deposit
The AGM is required to provide security to the Environmental Protection Agency of Ghana ("EPA") for the performance by the AGM of its reclamation obligations in respect of its mining leases.
The AGM deposits a reclamation deposit in a Ghanaian bank and the reclamation deposit is required to be held until receiving a final reclamation completion certificate from the EPA. The AGM is expected to be released from this requirement 45 days following the third anniversary of the date that the AGM receives a final completion certificate. The reclamation deposit accrues interest and is $5.0 million as of September 30, 2023 (December 31, 2022 - $5.0 million). Additionally, bank guarantees of $16.8 million have been provided to the EPA, 50% of which is provided by the Company (see note 9).
(vi) Mineral properties, plant and equipment Additions to mineral properties, plant and equipment
During the three and nine months ended September 30, 2023, the AGM capitalized $16.6 million and $33.0 million, respectively, in expenditures related to mineral properties, plant and equipment ("MPP&E"), excluding capitalized deferred stripping costs and asset retirement costs (three and nine months ended September 30, 2022 - additions of $5.6 million and $11.5 million, respectively). During the three months ended September 30, 2023, the JV also capitalized $19.9 million in right-of-use assets associated with a mining services contract.
The AGM did not incur any deferred stripping costs during the period as mining operations had yet to resume.
(vii) Lease liabilities
The following table shows the movement in the lease liabilities of the AGM for the nine months ended September 30, 2023 and year ended December 31, 2022:
| September 30, 2023 | December 31, 2022 | |||||
| $ | $ | |||||
| Balance, beginning of period | 891 | 10,492 | ||||
| Recognition of leases entered into during the period | 19,888 | 5,537 | ||||
| Lease payments | (1,110 | ) | (15,345 | ) | ||
| Interest expense | 793 | 207 | ||||
| Total lease liabilities, end of period | 20,462 | 891 | ||||
| Less: current portion of lease liabilities | (4,555 | ) | (778 | ) | ||
| Total non-current portion of lease liabilities | 15,907 | 113 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
6. Asanko Gold Mine joint venture (continued)
(viii) Asset retirement provisions
The following table shows the movement in the asset retirement provisions of the AGM for the nine months ended September 30, 2023 and year ended December 31, 2022:
| September 30, 2023 | December 31, 2022 | |||||
| $ | $ | |||||
| Balance, beginning of period | 58,148 | 81,028 | ||||
| Accretion expense | 1,820 | 2,527 | ||||
| Change in estimate | (864 | ) | (25,331 | ) | ||
| Reclamation undertaken during the period | (204 | ) | (76 | ) | ||
| Total asset retirement provisions, end of period | 58,900 | 58,148 |
The asset retirement provisions consist of reclamation and closure costs for the JV's Ghanaian mining properties. Reclamation and closure activities include land rehabilitation, dismantling of buildings and mine facilities, ongoing care and maintenance and other costs.
As at September 30, 2023, the AGM's reclamation cost estimates were discounted using a long-term risk-free discount rate of 4.6% (December 31, 2022 - 3.9%). The change in estimate during the period was primarily due to an increase in the risk-free discount rate.
(ix) Legal provision
A services provider of the AGM filed a dispute with an arbitration tribunal alleging the AGM breached the terms of a services agreement and claimed approximately $25 million in damages. The arbitrator ruled in favour of the AGM that there had not been a breach of any terms of the contract, yet made an award to the counterparty of approximately $13 million plus interest for services rendered. The AGM, consistent with the arbitration ruling, maintains the view that there was no breach of contract and all contractual amounts were paid as due. The AGM therefore is undertaking an appeals process in the Court of Appeal in Ghana. A provision of $2.0 million has been recorded as of September 30, 2023 (December 31, 2022 - $2.0 million), as management's best estimate to settle the claim. While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes the estimated provision is reasonable based on the information currently available.
(x) Preferred shares
The following table shows the movement in the JV partners' preferred share investments in the JV for the nine months ended September 30, 2023 and year ended December 31, 2022:
| September 30, 2023 | December 31, 2022 | |||||
| $ | $ | |||||
| Balance, beginning of period | 264,880 | 264,880 | ||||
| Distributions to partners during the period | - | - | ||||
| Balance, end of period | 264,880 | 264,880 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
6. Asanko Gold Mine joint venture (continued)
(xi) Finance expense and income
The following is a summary of finance expense incurred by the AGM JV during the three and nine months ended September 30, 2023 and 2022:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| $ | $ | $ | $ | |||||||||
| Unrealized gain on gold hedging instruments | 227 | - | 731 | - | ||||||||
| Accretion charges on asset retirement provisions (note viii) | (703 | ) | (747 | ) | (1,820 | ) | (1,819 | ) | ||||
| Interest on lease liabilities | (781 | ) | (23 | ) | (793 | ) | (193 | ) | ||||
| Commitment and standby fees on RCF (note xiii) | (51 | ) | (116 | ) | (164 | ) | (362 | ) | ||||
| Withholding taxes | (85 | ) | (2,909 | ) | (212 | ) | (2,909 | ) | ||||
| Other | (25 | ) | (63 | ) | (105 | ) | (152 | ) | ||||
| Total finance expense | (1,418 | ) | (3,858 | ) | (2,363 | ) | (5,435 | ) | ||||
For the three and nine months ended September 30, 2023, finance income of $1.2 million and $3.2 million, respectively, related primarily to interest earned on cash balances and short-term investments (three and nine months ended September 30, 2022 - $0.2 million of finance income for both periods presented, related primarily to interest earned on cash balances).
(xii) Summary of cash flows
The cash flows of the AGM, on a 100% basis, were as follows for the three and nine months ended September 30, 2023 and 2022:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| $ | $ | $ | $ | |||||||||
| Cash provided by (used in): | ||||||||||||
| Operating activities | 39,740 | 26,075 | 76,662 | 64,344 | ||||||||
| Investing activities | (15,413 | ) | (5,490 | ) | (29,772 | ) | (11,353 | ) | ||||
| Financing activities | (377 | ) | (4,416 | ) | (973 | ) | (15,059 | ) | ||||
| Impact of foreign exchange on cash and cash equivalents | (4 | ) | (650 | ) | (328 | ) | (1,341 | ) | ||||
| Increase in cash and cash equivalents during the period | 23,946 | 15,519 | 45,589 | 36,591 | ||||||||
| Cash and cash equivalents, beginning of period | 112,914 | 70,283 | 91,271 | 49,211 | ||||||||
| Cash and cash equivalents, end of period | 136,860 | 85,802 | 136,860 | 85,802 | ||||||||
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
6. Asanko Gold Mine joint venture (continued)
(xiii) Revolving credit facility
In October 2019, the JV entered into a $30.0 million revolving credit facility ("RCF") with Rand Merchant Bank ("RMB"). During the year ended December 31, 2022, the maturity date of the RCF was extended to September 30, 2023 (with utilization subject to credit review) and is subject to a facility maintenance fee of 0.70% per annum. The JV is currently in discussions with RMB to extend the term of the RCF. As at September 30, 2023, the balance drawn under the RCF was nil (December 31, 2022 - nil).
During the three and nine months ended September 30, 2023, the AGM recognized facility maintenance fees associated with the RCF of $0.1 million and $0.2 million, respectively (three and nine months ended September 30, 2022 – $0.1 million and $0.4 million, respectively).
7. Share capital
(a) Authorized:
Unlimited common shares without par value or restrictions.
(b) Base shelf prospectus
On December 21, 2022, the Company filed a final short form base shelf prospectus (the "Prospectus") under which the Company may sell from time-to-time common shares, warrants, subscription receipts, units, debt securities and/or share purchase contracts of the Company, up to an aggregate of $300 million. The Prospectus has a term of 25 months from the filing date. As of September 30, 2023, no securities were issued under the Prospectus.
8. Equity reserves and long-term incentive plan awards
The Company has a stock option plan and a share unit plan under which restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs") may be awarded to directors, officers, employees and other service providers. All awards under the share unit plan may be designated by the Company's Board of Directors to be settled in either cash, shares or a combination thereof. As at September 30, 2023, all units awarded have been cash-settled.
Under the two plans, when combined, the number of shares issuable cannot exceed 9% of the issued and outstanding common shares of the Company. Specifically, shares reserved for issuance under the share unit plan, when designated as equity-settled, may not exceed 5% of the issued and outstanding common shares of the Company. Share units awarded as cash settled units will not be considered in computing the limits of the share unit plan.
RSUs, PSUs and DSUs are cash-settled awards and therefore represent financial liabilities, which are recorded at fair value at each reporting date and adjusted for the completed proportion of the vesting period, with any changes recorded as shared-based compensation expense in the Statement of Operations and Comprehensive Income. The financial liability associated with these cash-settled awards is recorded in accounts payable and accrued liabilities for amounts expected to be settled within one year, and a separate long-term incentive plan liability for amounts to be settled in excess of one year, as of the balance sheet date.
(a) Stock options
Options granted typically vest in 1/3 increments every twelve months following the grant date for a total vesting period of three years. Stock options have a maximum term of 5 years following the grant date. The fair value of stock options granted is determined using the Black Scholes option pricing model.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
8. Equity reserves and long-term incentive plan awards (continued)
The following table is a reconciliation of the movement in stock options for the period:
| Number of Options | Weighted average exercise price C$ |
|||||
| Balance, December 31, 2021 | 11,680,170 | 1.61 | ||||
| Granted | 4,790,000 | 0.66 | ||||
| Cancelled/Expired/Forfeited | (7,973,000 | ) | 1.65 | |||
| Balance, December 31, 2022 | 8,497,170 | 1.04 | ||||
| Granted | 4,574,000 | 0.85 | ||||
| Expired and forfeited | (426,503 | ) | 1.08 | |||
| Balance, September 30, 2023 | 12,644,667 | 0.97 |
During the three and nine months ended September 30, 2023, the Company recognized $0.3 million and $0.8 million of share-based compensation expense, respectively, relating to stock options (three and nine months ended September 30, 2022 - $0.2 million of share-based compensation expense and a credit of $0.1 million to share-based compensation expense, respectively).
(b) Restricted Share Units
RSUs granted vest in 1/3 increments every twelve months following the grant date for a total vesting period of three years.
The following table is a reconciliation of the movement in the number of RSUs outstanding for the nine months ended September 30, 2023 and year ended December 31, 2022:
| Number of RSUs | ||||||
| September 30, 2023 | December 31, 2022 | |||||
| Balance, beginning of period | 534,508 | 1,184,594 | ||||
| Granted | 366,200 | 299,900 | ||||
| Settled in cash | (279,069 | ) | (599,107 | ) | ||
| Forfeited | (57,402 | ) | (350,879 | ) | ||
| Balance, end of period | 564,237 | 534,508 | ||||
The following table is a reconciliation of the movement in the RSU liability for the nine months ended September 30, 2023 and year ended December 31, 2022:
| September 30, 2023 | December 31, 2022 | |||||
| $ | $ | |||||
| Balance, beginning of period | 169 | 575 | ||||
| Awards vested and change in fair value during the period, net of cancelled/forfeited awards | 131 | (95 | ) | |||
| Settled in cash during the period | (169 | ) | (311 | ) | ||
| Total RSU liability, end of period | 131 | 169 | ||||
| Less: current portion of RSU liability | (101 | ) | (143 | ) | ||
| Total non-current RSU liability, end of period | 30 | 26 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
8. Equity reserves and long-term incentive plan awards (continued)
(c) Performance share units
PSUs vest in either 1/2 or 1/3 increments every twelve months following the grant date for a total vesting period of two or three years and also contain a performance criterion applied to the number of units that vest on a yearly basis. The number of units that vest will be determined by the Company's relative share price performance in comparison to a peer group of companies or upon achievement of certain Company strategic objectives. The PSU performance multiplier ranges from 0% to 150%.
The following table is a reconciliation of the movement in the number of PSUs outstanding for the nine months ended September 30, 2023 and year ended December 31, 2022:
| Number of PSUs | ||||||
| September 30, 2023 | December 31, 2022 | |||||
| Balance, beginning of period | 1,739,401 | 571,000 | ||||
| Granted | 1,287,200 | 1,588,900 | ||||
| Settled in cash | (908,429 | ) | (88,167 | ) | ||
| Added due to performance condition | 563,857 | |||||
| Cancelled/Forfeited | (180,547 | ) | (332,332 | ) | ||
| Balance, end of period | 2,501,482 | 1,739,401 | ||||
The following table is a reconciliation of the movement in the PSU liability for the nine months ended September 30, 2023 and year ended December 31, 2022:
| September 30, 2023 | December 31, 2022 | |||||
| $ | $ | |||||
| Balance, beginning of period | 503 | 87 | ||||
| Awards vested and change in fair value during the period, net of cancelled/forfeited awards | 668 | 462 | ||||
| Settled in cash during the period | (583 | ) | (46 | ) | ||
| Total PSU liability, end of period | 588 | 503 | ||||
| Less: current portion of PSU liability | (492 | ) | (334 | ) | ||
| Total non-current PSU liability, end of period | 96 | 169 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
8. Equity reserves and long-term incentive plan awards (continued)
(d) Deferred share units
DSUs granted vest over a period of one year and will be paid to directors upon their retirement from the Board of Directors of the Company or upon a change of control.
The following table is a reconciliation of the movement in the number of DSUs outstanding for the nine months ended September 30, 2023 and year ended December 31, 2022:
| Number of DSUs | ||||||
| September 30, 2023 | December 31, 2022 | |||||
| Balance, beginning of period | 3,132,000 | 844,200 | ||||
| Granted | 1,942,400 | 2,287,800 | ||||
| Settled in cash | (588,975 | ) | - | |||
| Forfeited | (145,250 | ) | - | |||
| Balance, end of period | 4,340,175 | 3,132,000 | ||||
The following table is a reconciliation of the movement in the DSU liability for the nine months ended September 30, 2023 and year ended December 31, 2022:
| September 30, 2023 | December 31, 2022 | |||||
| $ | $ | |||||
| Balance, beginning of period | 1,664 | 608 | ||||
| Awards vested and change in fair value during the period | 1,293 | 1,056 | ||||
| Settled in cash during the period | (370 | ) | - | |||
| Total DSU liability, end of period | 2,587 | 1,664 |
The financial liability associated with cash-settled DSU awards is recorded in accounts payable and accrued liabilities.
(e) Phantom share units
On November 6, 2020, the Company granted 1,000,000 cash-settled phantom share units to the Chair of the Board. The units will vest three years from the grant date, but will only become payable upon the Chair's departure from the Board or upon a change of control of the Company, in a cash settlement amount equal to the value of 1,000,000 common shares as at the Chair's departure date or date of change of control.
The phantom share units represent a financial liability, as they will be settled in cash, and are marked-to-market at each reporting period end and presented in the Statement of Financial Position within accounts payable and accrued liabilities.
The following table is a reconciliation of the movement in the phantom share unit liability for the nine months ended September 30, 2023 and year ended December 31, 2022:
| September 30, 2023 | December 31, 2022 | |||||
| $ | $ | |||||
| Balance, beginning of period | 381 | 277 | ||||
| Awards vested and change in fair value during the period | 198 | 104 | ||||
| Total phantom share unit liability, end of period | 579 | 381 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
9. Commitments and contingencies
Commitments
The following table reflects the Company's contractual obligations as they fall due, excluding commitments and liabilities of the JV, as at September 30, 2023 and December 31, 2022:
| Within 1 year | 1- 5 years | Over 5 years |
September 30, 2023 |
December 31, 2022 |
|||||||||||
| Accounts payable, accrued liabilities and payable due to related party | 5,514 | - | - | 5,514 | 3,173 | ||||||||||
| Long-term incentive plan (cash-settled awards) | 3,759 | 126 | - | 3,885 | 2,716 | ||||||||||
| Corporate office leases | 133 | 122 | - | 255 | 348 | ||||||||||
| Total | 9,406 | 248 | - | 9,654 | 6,237 |
In addition to the above commitments, the Company has provided various parent company guarantees related to the unfunded portion of the AGM's reclamation bond in the amount of $8.4 million (December 31, 2022 - parent company guarantee of $5.9 million).
Contingencies
Due to the nature of its business, the Company and/or the JV may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes that the ultimate resolution of these actions is not reasonably likely to have a material adverse effect on the Company's or JV's financial condition or future results of operations.
10. General and administrative ("G&A") expenses
The following is a summary of G&A expenses incurred during the three and nine months ended September 30, 2023 and 2022. General and administrative expenses for the periods presented include, but are not limited to, those expenses incurred in order to earn the service fee as operators of the JV (note 4).
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| $ | $ | $ | $ | |||||||||
| Wages, benefits and consulting | (1,579 | ) | (1,426 | ) | (4,523 | ) | (5,145 | ) | ||||
| Office, rent and administration | (412 | ) | (379 | ) | (1,042 | ) | (982 | ) | ||||
| Professional and legal | (73 | ) | (165 | ) | (382 | ) | (545 | ) | ||||
| Share-based compensation | (602 | ) | (1,265 | ) | (3,092 | ) | (895 | ) | ||||
| Travel, marketing, investor relations and regulatory | (168 | ) | (219 | ) | (721 | ) | (569 | ) | ||||
| Depreciation | (35 | ) | (36 | ) | (107 | ) | (110 | ) | ||||
| Total G&A expense | (2,869 | ) | (3,490 | ) | (9,867 | ) | (8,246 | ) | ||||
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
11. Exploration and evaluation ("E&E") expenditures
The following is a summary of E&E expenses incurred by the Company during the three and nine months ended September 30, 2023 and 2022. E&E expenses incurred relate to work performed on the Company's wholly owned Asumura and Mali properties.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| $ | $ | $ | $ | |||||||||
| Contractors and consulting | (33 | ) | (168 | ) | (251 | ) | (240 | ) | ||||
| Drilling and assays | - | (7 | ) | (1,486 | ) | (36 | ) | |||||
| Field supplies and camp costs | (8 | ) | (79 | ) | (35 | ) | (157 | ) | ||||
| Crop compensation, community and permitting | (40 | ) | (27 | ) | (183 | ) | (36 | ) | ||||
| Other | - | - | (11 | ) | (4 | ) | ||||||
| Total E&E expense | (81 | ) | (281 | ) | (1,966 | ) | (473 | ) | ||||
12. Finance income
The following is a summary of finance income earned during the three and nine months ended September 30, 2023 and 2022:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| $ | $ | $ | $ | |||||||||
| Fair value adjustment on redeemable preference shares (note 5) | 2,510 | 3,364 | 7,278 | 16,578 | ||||||||
| Interest income | 759 | 338 | 2,140 | 504 | ||||||||
| Total finance income | 3,269 | 3,702 | 9,418 | 17,082 | ||||||||
13. Income per share
For the three and nine months ended September 30, 2023 and 2022, the calculation of basic and diluted income per share is based on the following data:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net income for the period | 11,389 | 1,280 | 31,843 | 12,309 | ||||||||
| Number of shares | ||||||||||||
| Weighted average number of ordinary shares -basic | 224,943,453 | 224,943,453 | 224,943,453 | 224,943,453 | ||||||||
| Effect of dilutive share options | 456,666 | - | 139,774 | - | ||||||||
| Weighted average number of ordinary shares - diluted | 225,400,119 | 224,943,453 | 225,083,227 | 224,943,453 | ||||||||
For the three and nine months ended September 30, 2023, excluded from the calculation of diluted weighted average shares were 8,328,001 stock options that were determined to be anti-dilutive. For the three and nine months ended September 30, 2022, there were no dilutive securities.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
14. Supplemental cash flow information
The following table summarizes the changes in non-cash working capital for the three and nine months ended September 30, 2023 and 2022:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| $ | $ | $ | $ | |||||||||
| Receivables and receivable due from related party | (6 | ) | 2,456 | 1,237 | 4,647 | |||||||
| Prepaid expenses and deposits | (520 | ) | (529 | ) | (195 | ) | (13 | ) | ||||
| Accounts payable, accrued liabilities and payable due to related party | 1,278 | 550 | 1,231 | (152 | ) | |||||||
| Change in non-cash working capital | 752 | 2,477 | 2,273 | 4,482 | ||||||||
15. Segmented information
Geographic Information
As at September 30, 2023, the Company has only one reportable operating segment being the corporate function with its head office in Canada. Total assets in West Africa include the Company's 45% interest in the Asanko Gold Mine JV.
Geographic allocation of total assets and liabilities
| September 30, 2023 | Canada | West Africa | Total | ||||||
| $ | $ | $ | |||||||
| Current assets | 57,510 | 21 | 57,531 | ||||||
| Property, plant and equipment and right-of-use assets | 260 | - | 260 | ||||||
| Other non-current assets | - | 158,177 | 158,177 | ||||||
| Total assets | 57,770 | 158,198 | 215,968 | ||||||
| Current liabilities | 6,014 | 3,380 | 9,394 | ||||||
| Non-current liabilities | 238 | - | 238 | ||||||
| Total liabilities | 6,252 | 3,380 | 9,632 | ||||||
| December 31, 2022 | Canada | West Africa | Total | ||||||
| $ | $ | $ | |||||||
| Current assets | 58,568 | 37 | 58,605 | ||||||
| Property, plant and equipment and right-of-use assets | 332 | - | 332 | ||||||
| Other non-current assets | - | 120,957 | 120,957 | ||||||
| Total assets | 58,900 | 120,994 | 179,894 | ||||||
| Current liabilities | 4,363 | 1,441 | 5,804 | ||||||
| Non-current liabilities | 399 | - | 399 | ||||||
| Total liabilities | 4,762 | 1,441 | 6,203 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
15. Segmented information (continued)
Geographic allocation of the Statement of Operations and Comprehensive Income
For the three months ended September 30, 2023:
| Canada | West Africa | Total | |||||||
| $ | $ | $ | |||||||
| Share of net income related to joint venture | - | 9,628 | 9,628 | ||||||
| Service fee earned as operators of joint venture | 1,448 | - | 1,448 | ||||||
| General and administrative expenses | (2,843 | ) | (26 | ) | (2,869 | ) | |||
| Exploration and evaluation expenditures | - | (81 | ) | (81 | ) | ||||
| (Loss) income from operations and joint venture | (1,395 | ) | 9,521 | 8,126 | |||||
| Finance income | 758 | 2,510 | 3,268 | ||||||
| Finance expense | (5 | ) | (1 | ) | (6 | ) | |||
| Foreign exchange gain | - | - | - | ||||||
| Net (loss) income and comprehensive (loss) income for the period | (642 | ) | 12,030 | 11,389 |
For the three months ended September 30, 2022:
| Canada | West Africa | Total | |||||||
| $ | $ | $ | |||||||
| Service fee earned as operators of joint venture | 1,381 | - | 1,381 | ||||||
| General and administrative expenses | (3,393 | ) | (97 | ) | (3,490 | ) | |||
| Exploration and evaluation expenditures | - | (281 | ) | (281 | ) | ||||
| Loss from operations and joint venture | (2,012 | ) | (378 | ) | (2,390 | ) | |||
| Finance income | 338 | 3,364 | 3,702 | ||||||
| Finance expense | (8 | ) | - | (8 | ) | ||||
| Foreign exchange loss | (22 | ) | (2 | ) | (24 | ) | |||
| Net (loss) income and comprehensive (loss) income for the period | (1,704 | ) | 2,984 | 1,280 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Expressed in thousands of United States Dollars unless otherwise stated |
15. Segmented information (continued)
For the nine months ended September 30, 2023:
| Canada | West Africa | Total | |||||||
| $ | $ | $ | |||||||
| Share of net income related to joint venture | - | 29,942 | 29,942 | ||||||
| Service fee earned as operators of joint venture | 4,284 | - | 4,284 | ||||||
| General and administrative expenses | (9,756 | ) | (111 | ) | (9,867 | ) | |||
| Exploration and evaluation expenditures | - | (1,966 | ) | (1,966 | ) | ||||
| (Loss) income from operations and joint venture | (5,472 | ) | 27,865 | 22,393 | |||||
| Finance income | 2,140 | 7,278 | 9,418 | ||||||
| Finance expense | (17 | ) | (1 | ) | (18 | ) | |||
| Foreign exchange gain (loss) | 52 | (2 | ) | 50 | |||||
| Net (loss) income and comprehensive (loss) income for the period | (3,297 | ) | 35,140 | 31,843 |
For the nine months ended September 30, 2022:
| Canada | West Africa | Total | |||||||
| $ | $ | $ | |||||||
| Service fee earned as operators of joint venture | 3,995 | - | 3,995 | ||||||
| General and administrative expenses | (8,115 | ) | (131 | ) | (8,246 | ) | |||
| Exploration and evaluation expenditures | - | (473 | ) | (473 | ) | ||||
| Loss from operations and joint venture | (4,120 | ) | (604 | ) | (4,724 | ) | |||
| Finance income | 504 | 16,578 | 17,082 | ||||||
| Finance expense | (24 | ) | - | (24 | ) | ||||
| Foreign exchange gain (loss) | (21 | ) | (4 | ) | (25 | ) | |||
| Net (loss) income and comprehensive (loss) income for the period | (3,661 | ) | 15,970 | 12,309 |
GALIANO GOLD INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2023 and 2022
(Expressed in United States dollars)
TABLE OF CONTENTS
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
This Management's Discussion and Analysis ("MD&A") of Galiano Gold Inc. ("Galiano" or the "Company") has been prepared by management as of November 14, 2023 and should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three and nine months ended September 30, 2023 and 2022, the audited consolidated annual financial statements and the notes thereto for the year ended December 31, 2022 and the related MD&A. The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting of the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
Galiano was incorporated on September 23, 1999, under the Business Corporations Act of British Columbia, Canada.
Additional information on the Company, including its most recent Annual Information Form ("AIF"), is available under the Company's SEDAR+ profile at www.sedarplus.ca and the Company's website: www.galianogold.com.
All dollar amounts herein are expressed in United States dollars ("US dollars") unless otherwise stated. References to $ means US dollars and C$ are to Canadian dollars.
This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in sections "12. Risks and uncertainties" and "15. Cautionary statements" at the end of this MD&A.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
1. Third quarter 2023 highlights
The Asanko Gold Mine ("AGM") is a 50:50 joint venture ("JV") with Gold Fields Limited ("Gold Fields"), which is managed and operated by Galiano. Galiano owns a 45% equity interest in the entity that holds the AGM mining licenses.
1.1 Key Metrics of the AGM JV (on a 100% basis)
- Safety: There was one lost-time injury ("LTI") and three total recordable injuries ("TRI") recorded during the quarter, resulting in 12‐month rolling LTI and TRI frequency rates of 0.54 and 1.61 per million employee hours worked, respectively.
- Production performance: Gold production of 35,779 ounces during the third quarter. Year-to-date gold production of 102,130 ounces. Full year gold production is expected to come in at the top end of guidance of between 120,000 to 130,000 ounces.
- Milling performance: Achieved milling throughput of 1.6 million tonnes ("Mt") of ore at a grade of 0.8 grams per tonne ("g/t") during the quarter. Metallurgical recovery in Q3 2023 was 87%.
- Cost performance and cash flow: Total cash costs1 of $1,056 per gold ounce ("/oz") and all-in sustaining costs1 ("AISC") of $1,445/oz for the three months ended September 30, 2023. Full year AISC1 guidance has been revised from between $1,650/oz to $1,750/oz to $1,500/oz to $1,600/oz due to higher gold sales and timing of sustaining capital expenditures. Additionally, the JV generated positive cash flow from operations of $39.7 million and Free Cash Flow1 of $24.0 million during the quarter.
- Financial performance: Gold revenue of $67.6 million generated from 35,522 gold ounces sold at an average realized price of $1,902/oz for the quarter. Net income of $21.3 million and Adjusted EBITDA1 of $25.5 million during the quarter.
- Restart of mining: Mining operations at the AGM restarted on October 1, 2023. The AGM’s mining contractor has mobilized a fleet of mining equipment and pre-stripping activities are ongoing. The Abore pit remains on track to deliver higher grade ore to the processing plant, than the current stockpile processing, in Q2 2024.
- Exploration focus: Initiated drilling programs at Abore to convert inferred mineral resources to the indicated mineral resource category, at Midras South to advance the deposit towards a maiden mineral reserve estimate, and at Nkran completed a phase 1 mineral resource upgrade and mineral reserve conversion drilling.
- Robust liquidity: $136.9 million in cash and cash equivalents, $4.4 million in gold sales receivables, $2.0 million in gold on hand and no debt as of September 30, 2023.
1.2 Highlights of the Company
- Stable balance sheet: Cash and cash equivalents of $56.1 million as at September 30, 2023, while remaining debt-free.
- Positive earnings: Net income of $11.4 million or $0.05 per common share during the quarter, which includes the Company's share of the JV's net earnings for the quarter.
1 See "8. Non-IFRS measures"
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
2. Business overview
Galiano owns a 45% equity interest in the entity that holds the AGM mining licenses and gold exploration tenements and a 50% equity interest in an exploration entity (collectively the "joint venture" or "JV") on the Asankrangwa Gold Belt in the Republic of Ghana ("Ghana"), West Africa. Galiano is the operator of the JV and currently receives a gross annual service fee from the JV of $7.3 million. Gold Fields also owns a 45% equity interest in the AGM, with the Government of Ghana owning a 10% free-carried interest.
The AGM consists of four main open-pit mining areas: Abore, Miradani North, Nkran and Esaase, multiple satellite deposits and a carbon-in-leach ("CIL") processing plant, with a current capacity of 5.8 Mt per annum.
In addition to its interest in the AGM, the Company holds the 100% owned Asumura property in Ghana.
Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration, accretive business acquisitions and disciplined deployment of its financial resources. The Company's shares are listed on the Toronto Stock Exchange and the NYSE American Exchange under the symbol "GAU".
2.1 Updated NI 43-101 Technical Report
The Company published the details of a new life‐of‐mine ("LOM") plan for the AGM on March 28, 2023 in a National Instrument 43-101 ("NI 43-101") technical report titled "NI 43‐101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" with an effective date of December 31, 2022 (the "2023 Technical Report"), which included the reinstatement of Mineral Reserves and demonstrated an improved long-term outlook for the mine. The 2023 Technical Report was prepared independently by SRK Consulting (Canada) Inc. Highlights of the 2023 Technical Report, on a 100% basis, include:
- Proven Mineral Reserves of 7.2 Mt at 0.67 g/t for 0.2 million ounces ("Moz") gold contained and Probable Mineral Reserves of 41.7 Mt at 1.43 g/t for 1.9 Moz gold contained. Mineral Reserves were reported assuming a gold price of $1,500/oz.
- Measured Mineral Resources of 7.4 Mt at 0.67 g/t for 0.2 Moz gold contained and Indicated Mineral Resources of 75.0 Mt at 1.39 g/t for 3.3 Moz gold contained, inclusive of Mineral Reserves. Mineral Resources were reported assuming a gold price of $1,800/oz.
- Inferred Mineral Resources of 25.1 Mt at 1.34 g/t for 1.1 Moz gold contained.
- 21% increase in total Measured and Indicated ounces and a 251% increase in total Inferred ounces compared to the previous technical report dated February 28, 2022.
- Diversified feed source with 4 main open-pit mining areas: Abore, Miradani North, Esaase and Nkran, and 2 satellite deposits: Dynamite Hill and Adubiaso.
- Robust mine economics with a $343 million after-tax net present value discounted at 5% ("NPV5%") and a $478 million pre-tax NPV5%, applying a $1,700/oz gold price.
- Low cash costs: $905/oz average total cash costs1 and $1,143/oz average AISC1 over the LOM.
- Increased production profile: annual average gold production of 254,000 ounces from 2025 to 2030, inclusive, and LOM average annual production of 217,000 ounces per year.
- Mining to recommence in 2023: mining contractors to be in operation at Abore during the fourth quarter.
For further information regarding the Mineral Reserve and Mineral Resource estimates and to review scientific and technical information contained in the 2023 Technical Report, readers are encouraged to read the entire 2023 Technical Report found under the Company's SEDAR+ profile at www.sedarplus.ca.
2.2 Key business developments in 2023
a) Mining Restart at the AGM
The AGM recommenced mining operations on October 1, 2023 in accordance with the LOM plan. With the mining contractor having mobilized a fleet of mining equipment to the AGM, pre-stripping activities have commenced at the Abore pit which is scheduled to deliver higher grade mill feed, than the current stockpile processing, in the second quarter of 2024. During the quarter, crop compensation on all lands impacted by planned mining was paid and a public road diversion was completed. Work continues at the JV level to identify and execute on additional mine planning and cost optimization opportunities.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
As Esaase was previously mined from 2018 to 2022, all infrastructure and permits are already in place which allows for an expeditious restart to mining when needed.
b) Changes to Board and Management
Gordon Fretwell did not stand for re‐election at the Company's Annual General Meeting and as such resigned as a director of the Company effective June 1, 2023.
On April 1, 2023, Krista Muhr joined the Company as Senior Vice President, Investor Relations. Mrs. Muhr brings nearly 20 years of experience working with public companies in the global metals and mining sector with strong ESG and capital market credentials at senior levels. Advisor to both corporate and trade association boards during her 10 years in executive roles, Mrs. Muhr most recently served as Senior Vice President, External Affairs and Sustainability for Eldorado Gold Corporation and currently serves as a director for Moneta Gold Inc. and Ensign Minerals Inc.
2.3 Financial and operating highlights
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| (All amounts in 000's of US dollars, unless otherwise stated) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Galiano Gold Inc. | ||||||||||||
| Net income | 11,389 | 1,280 | 31,843 | 12,309 | ||||||||
| Adjusted EBITDA1 | 10,282 | (2,136 | ) | 26,656 | (4,739 | ) | ||||||
| Cash and cash equivalents | 56,079 | 54,716 | 56,079 | 54,716 | ||||||||
| Asanko Gold Mine (100% basis) | ||||||||||||
| Financial results | ||||||||||||
| Revenue | 67,770 | 76,911 | 197,029 | 239,328 | ||||||||
| Income from mine operations | 23,745 | 25,690 | 72,808 | 52,486 | ||||||||
| Net income | 21,284 | 17,346 | 66,276 | 19,511 | ||||||||
| Adjusted net income1 | 21,284 | 17,346 | 66,276 | 38,431 | ||||||||
| Adjusted EBITDA1 | 25,475 | 22,269 | 73,879 | 56,438 | ||||||||
| Cash and cash equivalents | 136,860 | 85,802 | 136,860 | 85,802 | ||||||||
| Cash generated from operating activities | 39,740 | 26,075 | 76,662 | 64,344 | ||||||||
| Free cash flow1 | 24,016 | 16,277 | 46,088 | 38,252 | ||||||||
| AISC margin1 | 16,234 | 23,150 | 55,534 | 53,726 | ||||||||
| Key mine performance data | ||||||||||||
| Gold produced (ounces) | 35,779 | 43,899 | 102,130 | 136,252 | ||||||||
| Gold sold (ounces) | 35,522 | 45,482 | 103,608 | 133,647 | ||||||||
| Average realized gold price ($/oz) | 1,902 | 1,687 | 1,898 | 1,787 | ||||||||
| Total cash costs ($ per gold ounce sold)1 | 1,056 | 1,001 | 1,088 | 1,189 | ||||||||
| AISC ($ per gold ounce sold)1 | 1,445 | 1,178 | 1,362 | 1,385 | ||||||||
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
2.4 Environmental, Social and Corporate Governance ("ESG")
Sustainability is at the core of the Company's business strategy. The Company believes that a comprehensive sustainability strategy is integral to meeting its strategic objectives as it will assist the JV in positively supporting relationships with its local and external stakeholders, improve its risk management, reduce the AGM's cost of production and both directly and indirectly benefit the catchment communities that the JV and the Company operate in, beyond the life of the mine.
The Company implements its sustainability program with a focus on four key areas: (1) protecting human rights; (2) ensuring the occupational health and safety of our employees and local communities; (3) advancing the socio-economic welfare and health of local catchment communities; and (4) managing environmental impacts of our operations and exploration activities. For further details on the Company's sustainability program, refer to the Company's 2022 Sustainability Report (the "2022 Sustainability Report") published on July 27, 2023, which is available on the Company's website at www.galianogold.com. The disclosures and metrics of the 2022 Sustainability Report align with international reporting standards including the Global Reporting Initiative and the Metals and Mining Standards of the Sustainability Accounting Standards Board.
In May 2023, the Canadian Parliament passed Bill C-211, to enact the Fighting Against Forced Labour and Child Labour in Supply Chains Act and to amend the Customs Tariff Act. This will require Canadian companies to annually report on the due diligence steps they are taking to both identify and address labour risks in their supply chain. The Company has determined that it meets these mandatory reporting requirements and will provide a detailed report on measures it will take to identify, address, and prevent forced labour, prison labour, and child labour in its supply chain. The Company plans to submit this report no later than May 31, 2024, to the Minister of Public Safety and Emergency Preparedness. The Company is awaiting more information from the Government of Canada on its reporting and procedural guidelines to prepare for this submission.
In June 2023, the International Sustainability Standards Board ("ISSB") released its inaugural IFRS Sustainability Disclosure Standards, specifically IFRS S1 "General Requirements for Disclosure of Sustainability-related Financial Information" and IFRS S2 "Climate-related Disclosures", the purpose of which is to standardize a single, global baseline of sustainability disclosures for capital markets. IFRS S1 provides a set of disclosure requirements designed to enable companies to communicate to investors about the sustainability-related risks and opportunities they face over the short, medium and long term. IFRS S2 sets out specific climate-related disclosures and is designed to be used in conjunction with IFRS S1. Both standards fully incorporate the recommendations of the Task Force on Climate-related Financial Disclosures ("TCFD"). IFRS S1 and IFRS S2 are effective for annual reporting periods beginning on or after January 1, 2024, with early adoption permitted.
Although the ISSB has issued IFRS S1 and IFRS S2, the standards are not currently mandated in Canada. The Canadian Securities Administrators, who are responsible for Canadian reporting issuer disclosure requirements, have formed the Canadian Sustainability Standards Board ("CSSB") to review the final ISSB standards and consider their suitability for adoption in Canada. Consultation efforts by the CSSB are currently underway and decisions about adoption, including how effective dates are determined in Canada, will be part of the CSSB's initial discussions.
In March 2022, the United States Securities and Exchange Commission ("SEC") announced plans to enhance and standardize climate-related disclosures for reporting issuers. The proposed disclosure rules would require reporting issuers to disclose both climate-related risks that are reasonably likely to have a material impact on their business, results of operations or financial condition, in addition to Scope 1, Scope 2, and certain Scope 3 emissions. The SEC has yet to finalize its ESG disclosure rules for reporting issuers; however, it is expected that the rules and an implementation plan will be announced in 2023. It is not yet clear how the SEC's ESG disclosure rules will interact with Canadian standards.
During 2023, the Company advanced its development of Climate-Related Financial Disclosures with the completion of an assessment of our alignment with the TCFD recommendations. The Company is currently evaluating how the ISSB's sustainability disclosure standards will impact its disclosure obligations. For further information on the Company's approach and policies on ESG, refer to the Company's MD&A for the year ended December 31, 2022, which is available under the Company's SEDAR+ profile at www.sedarplus.ca and the Company's website.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
2.5 Macroeconomic factors
During the three months ended September 30, 2023, the average London PM gold price was $1,928/oz while gold prices traded in a range from $1,871/oz to $1,982/oz. With inflation readings in the US levelling, market expectations for further central bank rate increases have reduced. The US Federal Reserve increased its policy rate by 0.25% to 5.50% on July 26, 2023 and subsequently held this rate at its September meeting. With the US Federal Reserve indicating rates will remain "higher for longer", the yield on US 10-year Treasuries moved higher from a low of 3.25% in Q2 2023 to 5.02% on October 23, 2023. The most recent US Consumer Price Index readings as of September 2023 reported a 3.7% increase in inflation over the last 12-months, and as result market participants (CME Group) forecast the July rate hike as the last for 2023. Despite future rate hike expectations declining, the US dollar has remained robust. It is largely viewed that a weaker US dollar is a positive for gold prices.
Relatively strong gold prices benefitted the JV's operating performance during the quarter, and consequently the Company's share of the JV's net income. Management continues to implement and evaluate opportunities to hedge the JV's gold price risk, particularly in light of an expected capital-intensive period in Q4 2023 and Q1 2024 to support the restart of mining operations.
In October 2023, the International Monetary Fund ("IMF") and the Ghana government reached a staff-level agreement on the first review of its $3 billion financing arrangement over a 3-year period (the "IMF Loan"). The first tranche of the IMF loan totaling $600 million was paid in May 2023, and a second tranche of $600 million is expected to be approved by the IMF's executive board, pending Ghana and its creditors agreeing to a debt restructuring plan.
3. Guidance and outlook
3.1 2023 Guidance for the AGM JV (100% basis)
During Q1 2023, the Company provided preliminary guidance for 2023 based on the new LOM plan for the AGM, which outlined production of between 100,000 to 120,000 ounces at AISC1 between $1,900/oz and $1,975/oz. Following the outperformance of recoveries achieved on processed stockpiles, production guidance was revised upwards to between 120,000 to 130,000 ounces of gold production in Q2 2023. Full year gold production is forecast to come in at the top end of the revised guidance range. Given the strong financial performance of the AGM, AISC1 was revised lower in Q1 2023 to between $1,650/oz to $1,750/oz and this has been further revised downward to between $1,500/oz to $1,600/oz as of Q3 2023 due to higher gold sales and timing of sustaining capital expenditures. AISC1 is still anticipated to be elevated in 2023 compared to the expected LOM average primarily due to waste stripping necessary to restart mining at Abore in Q4 2023, which will benefit future years production, as well as higher expenditures on the tailings storage facility ("TSF").
It is currently expected that $37 million of sustaining capital expenditures (originally $38 million and revised to $43 million as of Q2 2023), excluding capitalized waste stripping at Abore estimated to be $13 million (previously $15 million), will be spent on the TSF Stage 7 expansion, plant infrastructure and water management in 2023 (spend as of September 30, 2023: $21.9 million, excluding Abore waste stripping costs).
Development capital of $10 million (originally $24 million and revised to $17 million as of Q2 2023) is expected to be spent on Abore and Miradani North site establishments (spend as of September 30, 2023: $4.7 million). The decrease in development capital is primarily due to timing of site establishment activities at Miradani North.
For 2023, the exploration budget at the AGM is estimated at $15 million (spend as of September 30, 2023: $10.5 million), which includes approximately 40,000 metres of drilling, as well as ground geophysics, trenching, soil sampling and regional mapping. The 2023 exploration program is focused on targeting discoveries on underexplored greenfield areas of the AGM tenements, as well as increasing the Mineral Reserve and Mineral Resources at known deposits.
___________________________
1 See "8. Non-IFRS measures"
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
4. Results of the AGM
All results of the AGM in this section are on a 100% basis, unless otherwise noted. The Company's attributable equity interest in the AGM is 45%.
4.1 Operating performance
The following table and subsequent discussion provide a summary of the operating performance of the AGM (on a 100% basis) for the three and nine months ended September 30, 2023 and 2022, unless otherwise noted.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| Key mine performance data of the AGM (100% basis) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Mining | ||||||||||||
| Ore tonnes mined (000 t) | - | 144 | - | 1,894 | ||||||||
| Waste tonnes mined (000 t) | - | 107 | - | 6,706 | ||||||||
| Total tonnes mined (000 t) | - | 251 | - | 8,600 | ||||||||
| Strip ratio (waste:ore) | - | 0.7 | - | 3.5 | ||||||||
| Average gold grade mined (g/t) | - | 1.8 | - | 1.6 | ||||||||
| Mining cost ($/t mined) | - | 25.27 | - | 6.09 | ||||||||
| Ore transportation | ||||||||||||
| Ore transportation from Esaase (000 t) | 695 | 699 | 2,791 | 2,911 | ||||||||
| Ore transportation cost ($/t trucked) | 6.63 | 6.55 | 5.88 | 6.11 | ||||||||
| Processing | ||||||||||||
| Tonnes milled (000 t) | 1,573 | 1,423 | 4,596 | 4,311 | ||||||||
| Average mill head grade (g/t) | 0.8 | 1.1 | 0.9 | 1.3 | ||||||||
| Average recovery rate (%) | 87% | 88% | 82% | 80% | ||||||||
| Processing cost ($/t milled) | 9.69 | 10.45 | 10.14 | 10.09 | ||||||||
| G&A costs ($/t milled)2 | 4.16 | 4.89 | 4.30 | 5.50 | ||||||||
| Gold produced (ounces) | 35,779 | 43,899 | 102,130 | 136,252 | ||||||||
| Gold sold (ounces) | 35,522 | 45,482 | 103,608 | 133,647 | ||||||||
| All-in sustaining costs1 | ||||||||||||
| AISC ($ per gold ounce sold)1 | 1,445 | 1,178 | 1,362 | 1,385 | ||||||||
| AISC margin ($ per gold ounce sold)1 | 457 | 509 | 536 | 402 | ||||||||
2 Excludes Galiano's service fee for the three and nine months ended September 30, 2023 and 2022, and for the nine months ended September 30, 2022 severance costs associated with the AGM's workforce restructuring.
a) Health and safety
There was one LTI and three TRIs reported during the quarter, and the rolling 12‐month LTI and TRI frequency rates were 0.54 and 1.61, respectively. The Company reports recordable LTI and TRI cases in accordance with the International Council on Mining and Metals' (ICMM) Mining Principles.
b) Mining
As previously communicated, the AGM processed ore from existing stockpiles during the quarter and as such there was no mining activity. The AGM incurred $3.2 million of ore rehandle and mining overhead costs during the quarter.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
c) Ore transportation
During the quarter, 0.7 Mt of stockpiled ore was trucked from the Esaase pit to the processing plant, consistent with 0.7 Mt in Q3 2022. Total ore transportation costs in Q3 2023 were $6.63/t, largely in line with historical averages.
d) Processing
The AGM produced 35,779 ounces of gold during Q3 2023, as the processing plant achieved milling throughput of 1.6 Mt of ore at a grade of 0.8 g/t with metallurgical recovery averaging 87%. Recoveries continued to improve from 73% in Q1 2023, when the mill feed comprised predominately Esaase fresh ore, to 87% in Q3 2023 due to the composition of the feed blend processed having a higher percentage of oxide ore during the current quarter.
The low grade stockpiled ore processed during the quarter had no accounting book value, and as such had no mining cost attributed to it. Stockpiled ore fed to the processing plant during the quarter yielded ounces that were in line with expectations. The nature of stockpiled ore, however, can result in highly variably grades and metallurgical recoveries; therefore, the current quarter performance may not be indicative of future performance.
Processing cost per tonne for Q3 2023 was $9.69 compared to $10.45 in Q3 2022. Processing costs per tonne were lower on a per unit basis in Q3 2023 due to higher tonnes treated. On an absolute basis, processing costs were higher in Q3 2023 due to higher consumption of key reagents and consumables resulting from the nature of the ore treated as well as higher power costs due to an increase in the base rate during Q3 2023.
e) Total cash costs and AISC
For the three and nine months ended September 30, 2023, total cash costs1 were $1,056/oz and $1,088/oz, respectively, compared to the three and nine months ended September 30, 2022 of $1,001/oz and $1,189/oz, respectively. Although gold sales volumes decreased by 22% in Q3 2023, total cash costs per ounce1 in Q3 2023 were only 5% higher than Q3 2022 as a result of processing ore that had no carrying value for accounting purposes.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
Relative to Q2 2023, total cash costs1 were lower in Q3 2023, decreasing by 6% from $1,127/oz to $1,056/oz. Total cash costs per ounce1 were lower in Q3 2023 primarily due to 8% higher gold ounces sold.
For the three and nine months ended September 30, 2023, AlSC1 for the AGM amounted to $1,445/oz and $1,362/oz, respectively, compared to $1,178/oz and $1,385/oz in the comparative periods of 2022. The increase in AlSC1 from Q3 2022 to Q3 2023 was predominantly due to the increase in total cash costs per ounce1 described above and higher sustaining capital expenditures ($276/oz increase) to support the restart of mining in Q4 2023, construction of water treatment facilities and a TSF lift.
Relative to Q2 2023, AlSC1 increased by 5% from $1,374/oz to $1,445/oz. The increase in AISC1 was primarily due to higher sustaining capital expenditures ($121/oz increase) to support the restart of mining in Q4 2023 and construction of water treatment facilities, which was partly offset by the decrease in total cash costs per ounce1 mentioned above.
For the three and nine months ended September 30, 2023, the AGM incurred non-sustaining capital expenditures and exploration expenditures (net of changes in payables) of $7.3 million and $15.2 million, respectively, compared to $6.4 million and $13.8 million during the comparative periods in 2022. Non-sustaining capital expenditures during Q3 2023 amounted to $5.1 million and related primarily to Abore site preparations, while $2.2 million of non-sustaining exploration expenditures incurred related to first pass drilling at Gyagyatreso, extension drilling at Kaniago West and work performed on various greenfield exploration targets.
4.2 Exploration update
The JV holds a district-scale land package of 476km2 on the prospective and underexplored Asankrangwa Gold Belt. The following exploration programs were undertaken during the year to evaluate the current and potential expanded mineralization of several of the AGM's deposits to improve the mineral resource estimate and to assess the broader potential of these deposits. Additionally, work was undertaken to identify new growth targets across the wider regional AGM tenements.
- Nkran South - a phase 1 drilling program was completed during the year to upgrade a zone of inferred mineral resources at the south end of the deposit and determine the potential for growth in the open pit mineral reserves. In addition to the potential expansion of mineral reserves, the Company is incorporating the drilling results into the Nkran underground study that is currently underway. As of September 30, 2023, 13 holes have been completed for 6,689m.
Based on the positive results reported in the Company's news release dated October 25, 2023, the Company has confirmed the primary mineralized zones at Nkran are contiguous and remain open at the southern end of the deposit. The mineralized zones currently extend up to 185 meters immediately along strike to the south of the proposed Nkran Cut 3 pit shell. Drilling highlights from the Nkran South program included the following:
- Hole NKPC22-111: 19 meters @ 3.0 g/t gold from 567m
- Hole NKPC22-114W1: 18 meters @ 2.6 g/t gold from 361m
- Hole NKPC23-116: 19.5 meters @ 1.6 g/t gold from 451m
- Hole NKPC23-118: 9 meters @ 5.9 g/t gold from 565m
- Hole NKPC23-119: 19 meters @ 1.3 g/t gold from 483m and 7 meters @ 5.6 g/t gold from 324m
Refer to the Company's news release dated October 25, 2023 for additional information regarding these drill results, including data verification and quality assurance and quality control measures.
- Abore - an infill drilling program has been initiated to convert inferred mineral resources below the current mineral reserve pit shell and the infilling zones below the $1,800/oz mineral resource pit shell to the indicated mineral resource category. This program consists of a planned 63 holes totaling approximately 15,800m. As of September 30, 2023, 14 holes have been completed for 5,730m.
Early results returned strong intercepts outside the current reserve pit shell including 36m @ 2.1 g/t gold and 21m @ 2.6 g/t gold, highlighting potential pit expansion opportunities. Refer to the Company's news release dated October 25, 2023 for additional information regarding these drill results, including data verification and quality assurance and quality control measures.
- Midras South - the Midras South deposit lies approximately 5 kilometers south of the AGM processing plant along the Takorase - Afraso shear zone. An infill drilling program for inferred mineral resources has been initiated to upgrade the primary mineralized zones to the indicated mineral resource category to advance the deposit towards a maiden mineral reserve estimate. This initial phase consisted of a planned 77 holes totaling approximately 7,400m and was drilled along vertical fences, spaced approximately 30m apart. As of September 30, 2023, 52 holes have been completed for 5,061m. Two of the fertile structural trends that host mineralization at Midras South also remain open along strike and are considered targets for further exploration drilling.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
Drilling highlights from the Midras South program included the following:
- Hole MSRC23-253: 28 meters @ 1.2 g/t gold from 24m
- Hole MSRC23-257: 10 meters @ 2.6 g/t gold from 18m
- Hole MSRC23-258: 12 meters @ 2.5 g/t gold from 5m
- Hole MSRC23-284: 18 meters @ 4.0 g/t gold from 7m
- Hole MSRC23-285: 3 meters @ 26.6 g/t gold from 24m
- Hole MSRC23-287: 17 meters @ 2.3 g/t gold from 24m
Refer to the Company's news release dated October 25, 2023 for additional information regarding these drill results, including data verification and quality assurance and quality control measures.
- Gyagyatreso - located approximately 4 kilometers northwest of the AGM processing plant. A drill program has been planned to test for potential near surface mineralization along the Esaase-Abore-Kaniago shear trend. This initial phase consisted of a planned 68 holes totaling approximately 7,100m. As of September 30, 2023, 55 holes have been completed for 5,783m.
Drilling highlights from the Gyagyatreso program included the following:
- Hole GYDD23-004: 20 meters @ 1.7 g/t gold from 32m
- Hole GYDD23-011: 13 meters @ 1.3 g/t gold from 42m
- Hole GYDD23-038: 11 meters @ 3.6 g/t gold from 98m
- Hole GYDD23-045: 38 meters @ 2.0 g/t gold from 20m
Drill results received to date demonstrate that mineralization is present over at least 2 kilometers of strike length. The full extent of the surficial geochemical anomaly has not yet been tested and mineralization remains open along strike to the southwest and northeast. Refer to the Company's news release dated October 25, 2023 for additional information regarding these drill results, including data verification and quality assurance and quality control measures.
- Akwasiso - a drill program has been planned to evaluate the underground potential of the Akwasiso deposit. The program consists of 4 deep holes totaling approximately 2,500m which was completed as planned during the quarter. The JV is awaiting the full assay results of the drill holes completed.
- Kaniago West - Drilling at Kaniago West is aimed at evaluating the strike and depth extent of the deposit in order to assess potential economic viability. As of September 30, 2023, 17 holes have been completed for 5,204m.
In addition to the drill programs above, the JV also initiated geophysical surveys and soil sampling programs on several regional greenfield targets across the AGM's tenements with an objective of identifying new potential drill targets.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
4.3 Financial results
The following table presents excerpts of the financial results of the JV for the three and nine months ended September 30, 2023 and 2022. These results are presented on a 100% basis.
Three and nine months ended September 30, 2023 and 2022
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| (in thousands of US dollars) | 2023 $ |
2022 $ |
2023 $ |
2022 $ |
||||||||
| Revenue | 67,770 | 76,911 | 197,029 | 239,328 | ||||||||
| Cost of sales: | ||||||||||||
| Production costs | (35,644 | ) | (41,845 | ) | (103,905 | ) | (147,331 | ) | ||||
| Depreciation and depletion | (4,308 | ) | (5,531 | ) | (9,263 | ) | (27,545 | ) | ||||
| Royalties | (4,073 | ) | (3,845 | ) | (11,053 | ) | (11,966 | ) | ||||
| Income from mine operations | 23,745 | 25,690 | 72,808 | 52,486 | ||||||||
| Exploration and evaluation expenditures | (2,163 | ) | (2,928 | ) | (5,272 | ) | (9,348 | ) | ||||
| General and administrative expenses | (527 | ) | (850 | ) | (1,972 | ) | (21,257 | ) | ||||
| Income from operations | 21,055 | 21,912 | 65,564 | 21,881 | ||||||||
| Finance expense | (1,418 | ) | (3,858 | ) | (2,363 | ) | (5,435 | ) | ||||
| Finance income | 1,224 | 158 | 3,221 | 234 | ||||||||
| Foreign exchange gain (loss) | 423 | (866 | ) | (146 | ) | 2,831 | ||||||
| Net income for the period | 21,284 | 17,346 | 66,276 | 19,511 | ||||||||
| Adjusted net income for the period1 | 21,284 | 17,346 | 66,276 | 38,431 | ||||||||
| Average realized price per gold ounce sold ($/oz) | 1,902 | 1,687 | 1,898 | 1,787 | ||||||||
| Average London PM fix ($/oz) | 1,928 | 1,729 | 1,930 | 1,824 | ||||||||
| Gold sold (ounces) | 35,522 | 45,482 | 103,608 | 133,647 | ||||||||
1 Non-IFRS measure. Adjusted net income as presented in the table was derived by adjusting the net income of the JV for the nine months ended September 30, 2022 by the $18.9 million severance provision associated with restructuring the AGM's workforce.
a) Revenue
During Q3 2023, the AGM sold 35,522 ounces of gold at an average realized gold price of $1,902/oz for total revenue of $67.8 million (including $0.2 million of by-product silver revenue). During Q3 2022, the AGM sold 45,482 ounces of gold at an average realized gold price of $1,687/oz for total revenue of $76.9 million (including $0.2 million of by-product silver revenue). The decrease in revenue quarter-on-quarter was due to a 22% reduction in sales volumes relative to Q3 2022, partly offset by a 13% increase in realized gold prices.
During the nine months ended September 30, 2023, the AGM sold 103,608 ounces of gold at an average realized gold price of $1,898/oz for total revenue of $197.0 million (including $0.4 million of by-product silver revenue). During the comparative period of 2022, the AGM sold 133,647 ounces of gold at an average realized gold price of $1,787/oz for total revenue of $239.3 million (including $0.5 million of by-product silver revenue). The decrease in revenue period-on-period was due to a 22% reduction in sales volumes, partly offset by a 6% increase in realized gold prices.
The AGM continues to sell all the gold it produces to a special purpose vehicle of Red Kite Opportunities Master Fund Limited ("Red Kite") under an offtake agreement (the “Offtake Agreement”). The terms of the Offtake Agreement require the AGM to sell 100% of its gold production up to a maximum of 2.2 million ounces to Red Kite. As of September 30, 2023, 1,570,713 gold ounces have been delivered to Red Kite under the Offtake Agreement (December 31, 2022 - 1,467,105 gold ounces delivered).
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
During the three and nine months ended September 30, 2023, the AGM sold a portion of its production to the Bank of Ghana under the country's gold buying program. As agreed with Red Kite, gold ounces sold to the Bank of Ghana were considered delivered under the Offtake Agreement, and in consideration the AGM paid to Red Kite a "make whole" payment which was calculated in a similar manner to a nine‐day quotational period. The "make whole" payments made to Red Kite were recognized as a reduction of revenues.
b) Production costs and royalties
During the three and nine months ended September 30, 2023, the AGM incurred production costs of $35.6 million and $103.9 million, respectively, compared to $41.8 million and $147.3 million in the comparative periods of 2022, respectively.
Production costs were lower in Q3 2023 primarily due to 22% fewer gold ounces sold and processing ore that had no carrying value for accounting purposes.
Production costs were lower in 2023 primarily due to 22% fewer gold ounces sold, lower mining contractor costs and processing ore that had no carrying value for accounting purposes. Labour costs were also lower in 2023 resulting from restructuring the AGM's workforce at the end of Q1 2022 ($6.4 million decrease). These factors were partly offset by inflationary pressures on key reagents and other consumables in 2023 and a $14.6 million reversal of previously recorded net realizable value adjustments on stockpile inventory in 2022, of which $10.5 million was credited against production costs.
The Ghanaian government charges a 5% royalty on revenues earned through sales of minerals from the AGM's concessions. The AGM's Akwasiso mining concession is also subject to a further 2% net smelter return royalty payable to the previous owner of the mineral tenement, and the Esaase concession is subject to a 0.5% net smelter return royalty payable to the Bonte Liquidation Committee, both of which are presented in production costs.
On April 3, 2023, the Government of Ghana imposed a special levy, the Growth and Sustainability Levy ("GSL"), on all companies operating in Ghana with an effective date of May 1, 2023. The purpose of the GSL is to support growth and fiscal sustainability of the Ghanaian economy. For mining companies in Ghana, the GSL is levied at a rate of 1% of gold revenues for the fiscal years 2023 to 2025. The JV has presented the 1% GSL as royalties expense in the Statement of Operations.
Royalties payable to the Government of Ghana are presented as a component of cost of sales and amounted to $4.1 million and $11.1 million for the three and nine months ended September 30, 2023, respectively (three and nine months ended September 30, 2022 - $3.8 million and $12.0 million, respectively). Royalties expense was higher in Q3 2023 due to the introduction of the GSL in April 2023, while royalties expense was lower year to date 2023 due to lower revenue, partly offset by the GSL.
c) Depreciation and depletion
Depreciation and depletion on mineral properties, plant and equipment ("MPP&E") recognized during Q3 2023 was $4.3 million compared to $5.5 million for Q3 2022. Depreciation and depletion expense was lower in Q3 2023 due to fewer gold ounces sold; and processing existing stockpiles that had no carrying value for accounting purposes. These factors were partly offset by a $63.2 million impairment reversal on MPP&E recorded at December 31, 2022 and higher depreciation on capitalized leases ($1.3 million increase).
Depreciation and depletion on MPP&E recognized during the nine months ended September 30, 2023 was $9.3 million compared to $27.5 million in the comparative period of 2022. Depreciation and depletion expense was lower in 2023 due to fewer gold ounces sold; lower depreciation on mining related assets due to the temporary cessation of mining at the end of Q2 2022; processing existing stockpiles that had no carrying value for accounting purposes; and lower depreciation on capitalized leases ($5.0 million decrease). These factors were partly offset by the impairment reversal on MPP&E described above and recorded at December 31, 2022.
d) Exploration and evaluation ("E&E") expenditures
During the three and nine months ended September 30, 2023, the AGM incurred E&E expenses of $2.2 million and $5.3 million, respectively, (see 4.2 "Exploration update") compared to $2.9 million and $9.3 million of E&E expenses in the comparative periods of 2022, respectively. E&E expenses were higher in 2022 as drilling programs were undertaken on several mining concessions to support the AGM's updated Mineral Reserve and Mineral Resource estimates.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
e) General and administrative ("G&A") expenses
During the three and nine months ended September 30, 2023, the AGM incurred G&A expenses of $0.5 million and $2.0 million, respectively, compared to $0.9 million and $21.3 million in the comparative periods of 2022, respectively.
G&A expense was lower in Q3 2023 due to lower legal costs, audit fees and tax consulting services, while G&A expense was higher for the nine months ended September 30, 2022 due to the recognition of an $18.9 million severance provision related to the AGM's workforce restructuring undertaken at the end of Q1 2022.
f) Finance expense
Finance expense for the three and nine months ended September 30, 2023 was $1.4 million and $2.4 million, respectively, compared to $3.9 million and $5.4 million during the comparative periods of 2022, respectively. Finance expense was higher in Q3 2022 due to a $2.9 million provision related to a Ghana Revenue Authority ("GRA") audit, which was partly offset by $0.8 million higher interest expense on capitalized leases in Q3 2023.
For the nine months ended September 30, 2023, finance expense was lower primarily due to the previously mentioned GRA audit accrual recorded in Q3 2022, while the 2023 period also included a credit to finance expense of $0.7 million relating to an unrealized gain on the AGM's zero cost gold collar ("ZCCs") hedges. All gold hedges for the period January to September 2023 expired unutilized. In 2022, the AGM did not have any gold hedging instruments.
g) Finance income
Finance income of $1.2 million and $3.2 million for the three and nine months ended September 30, 2023, respectively, were higher than the comparative periods in 2022 due to higher interest rates earned on cash balances and short-term investments (maturities of 90 days or less).
h) Legal provision
A services provider of the AGM filed a dispute with an arbitration tribunal alleging the AGM breached the terms of a services agreement and claimed approximately $25 million in damages. The arbitrator ruled in favour of the AGM that there had not been a breach of any terms of the contract, yet made an award to the counterparty of approximately $13 million plus interest for services rendered. The AGM, consistent with the arbitration ruling, maintains the view that there was no breach of contract and all contractual amounts were paid as due. The AGM therefore is undertaking an appeals process in the Court of Appeal in Ghana. A provision of $2.0 million has been recorded as of September 30, 2023 as management's best estimate to settle the claim. While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes the estimated provision is reasonable based on the information currently available.
4.4 Cash flows
The following table provides a summary of cash flows for the AGM on a 100% basis for the three and nine months ended September 30, 2023 and 2022:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Cash provided by (used in): | ||||||||||||
| Operating activities | 39,740 | 26,075 | 76,662 | 64,344 | ||||||||
| Investing activities | (15,413 | ) | (5,490 | ) | (29,772 | ) | (11,353 | ) | ||||
| Financing activities | (377 | ) | (4,416 | ) | (973 | ) | (15,059 | ) | ||||
| Impact of foreign exchange on cash and cash equivalents | (4 | ) | (650 | ) | (328 | ) | (1,341 | ) | ||||
| Increase in cash and cash equivalents during the period | 23,946 | 15,519 | 45,589 | 36,591 | ||||||||
| Cash and cash equivalents, beginning of period | 112,914 | 70,283 | 91,271 | 49,211 | ||||||||
| Cash and cash equivalents, end of period | 136,860 | 85,802 | 136,860 | 85,802 | ||||||||
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
a) Cash flows from operating activities
During the three and nine months ended September 30, 2023, the AGM generated cash flows from operations of $39.7 million and $76.7 million due to strong AISC margins1 of $457/oz and $536/oz, respectively (three and nine months ended September 30, 2022 - $509/oz and $402/oz, respectively).
The increase in operating cash flows in Q3 2023 was largely driven by lower working capital tie-up.
b) Cash used in investing activities
During Q3 2023, the AGM invested $16.6 million in additions to MPP&E, compared to $5.6 million in Q3 2022, and earned $1.2 million of interest on cash balances. Total cash expenditure on MPP&E during the quarter included $11.5 million of sustaining capital related primarily to raising the height of the TSF, construction of water treatment facilities and waste removal at Abore. Development and exploration capital expenditure was $5.1 million primarily related to Abore site preparations and haul road diversions and drilling programs at Abore, Akwasiso and Midras South.
The increase in cash flows invested in MPP&E in Q3 2023 resulted from higher sustaining capital expenditures ($9.4 million increase) related to raising the height of the TSF, construction of water treatment facilities and waste removal at Abore, and higher development capital ($1.6 million increase) related mainly to Abore site preparation and haul road construction as mentioned above.
During the nine months ended September 30, 2023, the AGM invested $33.0 million in additions to MPP&E, compared to $11.6 million in the comparative period of 2022, and earned $3.2 million of interest on cash balances. Total cash expenditure on MPP&E during 2023 included $23.1 million of sustaining capital related primarily to raising the height of the TSF and construction of water treatment facilities and $9.9 million of development and exploration capital expenditure mainly on Nkran South extension drilling, Abore and Midras South infill drilling and site preparations and haul road construction at Abore.
The increase in cash flows invested in MPP&E in 2023 resulted from higher sustaining capital expenditures ($16.0 million increase) related to raising the height of the TSF and construction of water treatment facilities, and higher development and exploration capital ($5.5 million increase) related to a drilling program at Nkran South, Abore and Midras South and development activities to support a restart of mining at Abore.
c) Cash used in financing activities
For the three and nine months ended September 30, 2023, cash used in financing activities related to lease payments on the JV's ore haulage contracts and fees associated with the JV's revolving credit facility ("RCF"). The decrease in cash used in financing activities during the three and nine months ended September 30, 2023, relative to the comparative periods of 2022, was due to the temporary cessation of mining activities in 2022 resulting in lower lease payments.
d) Liquidity position
In October 2019, the JV entered into a $30.0 million RCF with Rand Merchant Bank ("RMB"). During the year ended December 31, 2022, the maturity date of the RCF was extended to September 30, 2023 (with utilization subject to credit review) and is subject to a facility maintenance fee of 0.70% per annum. The JV is currently in discussions with RMB to extend the term of the RCF. As at September 30, 2023, the balance drawn under the RCF was nil (December 31, 2022 - nil).
As at September 30, 2023, the JV held cash and cash equivalents of $136.9 million, $4.4 million in gold sales receivables and $2.0 million in gold on hand. This compares to December 31, 2022 when the JV held $91.3 million in cash and cash equivalents, $2.7 million in receivables from gold sales and $3.6 million in gold on hand. The Company does not control the funds of the JV. The liquidity of the Company is further discussed in section "7. Liquidity and capital resources".
e) Gold price hedges
During the nine months ended September 30, 2023, the AGM entered into ZCCs to mitigate gold price risk and protect AISC1 margins during a period of elevated capital investment. As of September 30, 2023, the ZCCs cover approximately 50% of the AGM’s forecast gold production for Q4 2023 with put strikes of $1,900/oz and call strikes between $2,115/oz to $2,222/oz. All gold hedges to date in 2023 expired unutilized. Subsequent to quarter-end, the AGM entered into ZCCs covering approximately 50% of the AGM’s forecast gold production for H1 2024 with put strikes of $1,900/oz and call strikes between $2,097/oz to $2,173/oz.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
5. Results of the Company
5.1 Financial performance
The following table is a summary of the Unaudited Condensed Consolidated Interim Statements of Operations and Comprehensive Income of the Company for the three and nine months ended September 30, 2023 and 2022.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars, except per share amounts) | $ | $ | $ | $ | ||||||||
| Share of net income related to joint venture | 9,628 | - | 29,942 | - | ||||||||
| Service fee earned as operators of joint venture | 1,448 | 1,381 | 4,284 | 3,995 | ||||||||
| General and administrative expenses | (2,869 | ) | (3,490 | ) | (9,867 | ) | (8,246 | ) | ||||
| Exploration and evaluation expenditures | (81 | ) | (281 | ) | (1,966 | ) | (473 | ) | ||||
| Income (loss) from operations and joint venture | 8,126 | (2,390 | ) | 22,393 | (4,724 | ) | ||||||
| Finance income | 3,269 | 3,702 | 9,418 | 17,082 | ||||||||
| Finance expense | (6 | ) | (8 | ) | (18 | ) | (24 | ) | ||||
| Foreign exchange (loss) gain | - | (24 | ) | 50 | (25 | ) | ||||||
| Net income and comprehensive income for the period | 11,389 | 1,280 | 31,843 | 12,309 | ||||||||
| Weighted average number of shares outstanding: | ||||||||||||
| Basic | 224,943,453 | 224,943,453 | 224,943,453 | 224,943,453 | ||||||||
| Diluted | 225,400,119 | 224,943,453 | 225,083,227 | 224,943,453 | ||||||||
| Net income per share: | ||||||||||||
| Basic | 0.05 | 0.01 | 0.14 | 0.05 | ||||||||
| Diluted | 0.05 | 0.01 | 0.14 | 0.05 | ||||||||
a) Share of net income related to the AGM JV
For the three and nine months ended September 30, 2023, the Company recognized its 45% interest in the JV's net earnings which amounted to $9.6 million and $29.9 million. For the three and nine months ended September 30, 2022, the Company did not recognize its share of the JV's net income as the recoverable amount of the Company's investment in the JV was estimated to be nil at March 31, 2022, June 30, 2022 and September 30, 2022.
b) Service fee earned as operators of the AGM JV
Under the terms of the Joint Venture Agreement ("JVA"), the Company is the operator of the AGM and, in consideration for managing the operations of the mine, currently receives a gross annual service fee from the JV of $7.3 million (originally $6.0 million per annum, but adjusted annually for inflation). For the three and nine months ended September 30, 2023, the Company earned a gross service fee of $1.8 million (less withholding taxes payable in Ghana of $0.4 million) and $5.4 million (less withholding taxes payable in Ghana of $1.1 million), respectively.
During the three and nine months ended September 30, 2022, the Company earned a gross service fee of $1.7 million (less withholding taxes of $0.3 million) and $5.0 million (less withholding taxes of $1.0 million). The increase in the gross service fee during 2023 was due to an annual inflationary adjustment made in Q3 2023.
c) G&A expenses
G&A expenses for the three and nine months ended September 30, 2023 and 2022 comprised the following:
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Wages, benefits and consulting | (1,579 | ) | (1,426 | ) | (4,523 | ) | (5,145 | ) | ||||
| Office, rent and administration | (412 | ) | (379 | ) | (1,042 | ) | (982 | ) | ||||
| Professional and legal | (73 | ) | (165 | ) | (382 | ) | (545 | ) | ||||
| Share-based compensation | (602 | ) | (1,265 | ) | (3,092 | ) | (895 | ) | ||||
| Travel, marketing, investor relations and regulatory | (168 | ) | (219 | ) | (721 | ) | (569 | ) | ||||
| Depreciation | (35 | ) | (36 | ) | (107 | ) | (110 | ) | ||||
| Total G&A expense | (2,869 | ) | (3,490 | ) | (9,867 | ) | (8,246 | ) | ||||
G&A expenses in Q3 2023 were $0.6 million lower than Q3 2022 primarily due to a $0.7 million decrease in share-based compensation expense resulting from the timing of deferred share unit grants (which have no specific vesting conditions, thus the expense was recognized immediately on grant date) in the prior quarter. This was partly offset by an increase in the fair value of cash‐settled long‐term incentive plan awards linked to the Company's share price.
G&A expenses in 2023 were $1.6 million higher than 2022 mainly due to a $2.2 million increase in share-based compensation expense resulting from an increase in the fair value of cash‐settled long‐term incentive plan awards linked to the Company's share price and the vesting of the related awards over the quarter. Additionally, 2022 share‐based compensation expense was reduced by awards forfeited resulting from employee resignations. The increase in share-based compensation expense was partly offset by a $0.6 million decrease in consulting expenses as the prior period contained costs related to corporate development initiatives.
d) E&E expenditures
E&E expenses for the three and nine months ended September 30, 2023 were $0.2 million lower and $1.5 million higher than the comparative periods in 2022, respectively. E&E expense was higher in 2023 due to a Phase 1 drilling campaign undertaken on the Company's wholly owned Asumura property in Ghana, which completed in the first half of 2023. During the comparative period, E&E expenses primarily related to holding costs on the Company's wholly owned Ghana and Mali properties.
e) Finance income
Finance income includes changes in the fair value of the Company's preferred share investment in the JV and interest earned on cash balances and short-term investments with maturities less than 90 days. For the three and nine months ended September 30, 2023, the Company recognized a $2.5 million and $7.3 million upward fair value adjustment, respectively, on its preferred shares in the JV (three and nine months ended September 30, 2022 - $3.4 million and $16.6 million upward fair value adjustments, respectively). The upward fair value adjustment on preferred shares in 2023 related to a reduced time period of expected cash distributions.
Relative to the comparative periods in 2022, interest earned on cash balances and short-term investments was $0.4 million and $1.6 million higher during the three and nine months ended September 30, 2023, respectively, due to rising interest rates.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
6. Selected quarterly financial data
The following table provides a summary of unaudited financial data for the last eight quarters. Except for basic and diluted income (loss) per share, the totals in the following table are presented in thousands of US dollars.
| 2023 | 2022 | 2021 | ||||||||||||||||||||||
| Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | |||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Share of net income (loss) related to joint venture | 9,628 | 11,007 | 9,307 | 46,517 | - | - | - | (74,063 | ) | |||||||||||||||
| Service fee earned as operators of joint venture | 1,448 | 1,418 | 1,418 | 1,418 | 1,381 | 1,307 | 1,307 | 1,307 | ||||||||||||||||
| General and administrative expenses | (2,869 | ) | (3,148 | ) | (3,850 | ) | (2,854 | ) | (3,490 | ) | (2,004 | ) | (2,752 | ) | (3,109 | ) | ||||||||
| Exploration and evaluation expenditures | (81 | ) | (472 | ) | (1,413 | ) | (938 | ) | (281 | ) | (55 | ) | (137 | ) | (121 | ) | ||||||||
| Income (loss) from operations and joint venture | 8,126 | 8,805 | 5,462 | 44,143 | (2,390 | ) | (752 | ) | (1,582 | ) | (75,986 | ) | ||||||||||||
| Impairment reversal (loss) on investment in joint venture | - | - | - | 7,631 | - | - | - | (7,631 | ) | |||||||||||||||
| Impairment of exploration and evaluation assets | - | - | - | (1,628 | ) | - | - | - | - | |||||||||||||||
| Other income (expense) | 3,263 | 3,156 | 3,031 | (21,646 | ) | 3,670 | 13,318 | 45 | (7,416 | ) | ||||||||||||||
| Net income (loss) for the period | 11,389 | 11,961 | 8,493 | 28,500 | 1,280 | 12,566 | (1,537 | ) | (91,033 | ) | ||||||||||||||
| Basic and diluted income (loss) per share | $ | 0.05 | $ | 0.05 | $ | 0.04 | $ | 0.13 | $ | 0.01 | $ | 0.06 | ($0.01 | ) | ($0.40 | ) | ||||||||
| Adjusted net income (loss) for the period1 | 11,389 | 11,961 | 8,493 | (6,010 | ) | 1,280 | 12,566 | (1,537 | ) | (14,478 | ) | |||||||||||||
| Adjusted basic and diluted income (loss) per share1 | $ | 0.05 | $ | 0.05 | $ | 0.04 | ($0.03 | ) | $ | 0.01 | $ | 0.06 | ($0.01 | ) | ($0.06 | ) | ||||||||
| EBITDA1 | 8,161 | 8,870 | 5,519 | 50,205 | (2,378 | ) | (727 | ) | (1,534 | ) | (83,553 | ) | ||||||||||||
The results of the Company are heavily influenced by its share of profits and losses related to the JV, which is directly related to the underlying performance of the AGM.
The net loss in Q4 2021 was due to the Company recognizing its 45% interest in the $153.2 million impairment recorded by the JV associated with the AGM not being in a position to declare a mineral reserve at December 31, 2021. Additionally, the Company recorded a $7.6 million impairment on its equity investment in the AGM JV during Q4 2021 again due to the inability of the AGM to declare mineral reserves as a result of metallurgical uncertainty of the material mined from Esaase at that time.
Other expense for Q4 2021 includes a $7.5 million negative fair value adjustment on the Company's preference shares in the JV which resulted from the aforementioned impairment indicators.
From Q1 2022 to Q3 2022, the Company did not recognize its share of the JV's net earnings as the recoverable amount of the Company's equity investment in the JV was estimated to be nil during those periods. Other income for Q2 2022 and Q3 2022 includes a $13.2 million and a $3.4 million positive fair value adjustment on the Company's preference shares in the JV, respectively, largely driven by strong operating performance resulting in improved working capital of the AGM.
During Q4 2022, as a result of the JV's reinstatement of mineral reserves in the AGM's 2023 Technical Report, the Company recommenced the recognition of its share of the JV's net earnings and also recognized a $7.6 million impairment reversal on its equity investment in the JV, leading to a significant increase in net income over the prior quarters. Other expense in Q4 2022 includes a $22.2 million negative fair value adjustment on the Company's preference shares in the JV resulting from a change in the timing of expected cash distributions and applying a higher discount rate to forecast preference share redemptions primarily due to a Ghana country risk premium applied resulting from the economic conditions in the country at that time. Additionally, the Company also recognized a $1.6 million impairment on its wholly owned Mali exploration assets in Q4 2022.
During Q1 2023 to Q3 2023, improvements in net income and EBITDA over prior periods are reflective of the JV's underlying performance and rising gold price environment. In addition, other income for Q1 2023, Q2 2023 and Q3 2023 includes upward fair value adjustments on the Company's preference shares in the JV, as described in section 5, resulting from the passage of time.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
7. Liquidity and capital resources
A key financial objective of the Company is to actively manage its cash balance and liquidity in order to meet the Company's strategic plans, as well as those of the JV in accordance with the JVA. The Company shares control of the JV and aims to manage the JV in such a manner as to generate positive cash flows from the AGM's operating activities in order to fund its operating, capital and project development requirements, and to return capital to the JV partners. A summary of the Company's net assets and key financial ratios related to liquidity are presented in the table below. Note that the September 30, 2023 and December 31, 2022 balances below do not include any assets or liabilities of the JV.
| September 30, 2023 | December 31, 2022 | |||||
| (in thousands of US dollars, except outstanding shares and options) | $ | $ | ||||
| Cash and cash equivalents | 56,079 | 56,111 | ||||
| Other current assets | 1,452 | 2,494 | ||||
| Non-current assets | 158,437 | 121,289 | ||||
| Total assets | 215,968 | 179,894 | ||||
| Current liabilities | 9,394 | 5,804 | ||||
| Non-current liabilities | 238 | 399 | ||||
| Total liabilities | 9,632 | 6,203 | ||||
| Total equity | 206,336 | 173,691 | ||||
| Working capital | 48,137 | 52,801 | ||||
| Total common shares outstanding | 224,943,453 | 224,943,453 | ||||
| Total stock options outstanding | 12,644,667 | 8,497,170 | ||||
| Key financial ratios | ||||||
| Current ratio1 | 6.12 | 10.10 | ||||
| Total liabilities-to-equity | 0.05 | 0.04 |
1 Non-IFRS measure. The current ratio is calculated as Total Assets divided by Total Liabilities as reported in the Company's financial statements for the periods presented.
Subsequent to the JV transaction with Gold Fields, other than the JV service fee, the Company has no current direct sources of revenue and any cash flows generated by the AGM are not within the Company's exclusive control as the distribution of cash from the JV is governed by the JVA. The JVA provides that "Distributable Cash" will be calculated and distributed quarterly, if available. Further information regarding the definition of "Distributable Cash" is included in section "8.3 EBITDA and Adjusted EBITDA". However, given the Company's cash balance and interest earned thereon, zero debt and ongoing service fee receipts from the JV, the Company believes it is in a position to meet all working capital requirements, contractual obligations and other financial commitments as they fall due (see "Commitments" below) during the next 12 months.
On December 21, 2022, the Company filed a final short form base shelf prospectus (the "Prospectus") under which the Company may sell from time-to-time common shares, warrants, subscription receipts, units, debt securities and/or share purchase contracts of the Company, up to an aggregate of $300 million. The Prospectus has a term of 25-months from the filing date. As of the date of this MD&A, no securities have been issued under the Prospectus.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
7.1 Commitments
The following table summarizes the Company's contractual obligations as at September 30, 2023 and December 31, 2022. Note the following table excludes commitments and liabilities of the JV for the periods presented.
| (in thousands of US dollars) | Within 1 year | 1 - 3 years | 4 - 5 years | Over 5 years | September 30, 2023 |
December 31, 2022 |
||||||||||||
| Accounts payable, accrued liabilities and payable due to related party | 5,514 | - | - | - | 5,514 | 3,173 | ||||||||||||
| Long-term incentive plan (cash-settled awards) | 3,759 | 126 | - | - | 3,885 | 2,716 | ||||||||||||
| Corporate office leases | 133 | 122 | - | - | 255 | 348 | ||||||||||||
| Total | 9,406 | 248 | - | - | 9,654 | 6,237 |
In addition to the above commitments, the Company has provided various parent company guarantees related to the unfunded portion of the AGM's reclamation bonds in the amount of $8.4 million (December 31, 2022 - $5.9 million).
7.2 Contingencies
Due to the nature of its business, the Company and/or the JV may from time to time be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. While the Company cannot reasonably predict the ultimate outcome of any such actions, and inherent uncertainties exist in predicting such outcomes, the Company believes that the ultimate resolution of these actions is not reasonably likely to have a material adverse effect on the Company's or the JV's financial condition or future results of operations.
7.3 Cash flows
The following table provides a summary of the Company's cash flows for the three and nine months ended September 30, 2023 and 2022:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Cash provided by (used in): | ||||||||||||
| Operating activities | (140 | ) | 1,542 | (2,060 | ) | 942 | ||||||
| Investing activities | 758 | 331 | 2,105 | 496 | ||||||||
| Financing activities | (32 | ) | (32 | ) | (94 | ) | (99 | ) | ||||
| Impact of foreign exchange on cash and cash equivalents |
(10 | ) | (130 | ) | 17 | (144 | ) | |||||
| Increase (decrease) in cash and cash equivalents during the period |
576 | 1,711 | (32 | ) | 1,195 | |||||||
| Cash and cash equivalents, beginning of period | 55,503 | 53,005 | 56,111 | 53,521 | ||||||||
| Cash and cash equivalents, end of period | 56,079 | 54,716 | 56,079 | 54,716 | ||||||||
a) Cash (used in) provided by operating activities
During Q3 2023, the Company utilized cash flows in operations of $0.1 million (three months ended September 30, 2022 - generated cash flows from operations of $1.5 million) due to corporate head office expenses, net of JV service fee receipts.
The increase in cash used in operating activities from Q3 2022 to Q3 2023 was largely driven by a positive working capital movement in Q3 2022 due to collecting $3.8 million of the Company's service fee receivable from the JV.
During the nine months ended September 30, 2023, the Company utilized cash flows in operations of $2.1 million (nine months ended September 30, 2022 - generated cash flows from operations of $0.9 million) due to corporate head office expenses and payment of long-term incentive plan awards, which were partly offset by a $2.3 million positive working capital movement mainly relating to collection of the Company's service fee receivable from the JV.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
The increase in cash used in operating activities from 2022 to 2023 was largely driven by the aforementioned collection of the Company's service fee receivable from the JV in 2022 and higher long-term incentive plan award payouts in 2023.
b) Cash provided by investing activities
During the three and nine months ended September 30, 2023, cash provided by investing activities amounted to $0.8 million and $2.1 million, respectively, and related to interest earned on cash balances and short-term investments (with maturities less than 90 days).
The increase in cash provided by investing activities during 2023 was due to higher interest rates earned on cash balances and short-term investments.
8. Non-IFRS measures
The Company has included certain non-IFRS performance measures throughout this MD&A. These performance measures are employed by management to assess the Company's operating and financial performance and to assist in business decision-making. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and other stakeholders use this information to evaluate the Company's operating and financial performance; however, as explained elsewhere herein, these non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
The JV does not calculate this information for use by both JV partners, rather it is calculated by the Company solely for the Company's own disclosure purposes.
8.1 Operating cash costs and total cash costs per gold ounce
The Company has included the non-IFRS performance measures of operating cash costs and total cash costs per gold ounce sold on a by-product basis throughout this MD&A. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The Gold Institute, which ceased operations in 2002, was a non-regulatory body and represented a global group of suppliers of gold and gold products. The production cost standard developed by the Gold Institute remains the generally accepted standard of reporting cash costs of production by many gold mining companies. Management uses operating cash costs and total cash costs per gold ounce sold to monitor the operating performance of the JV. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, some investors use this information to evaluate the Company's performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate operating cash costs and total cash costs per gold ounce sold differently.
The following table provides a reconciliation of operating and total cash costs per gold ounce sold of the AGM to production costs of the AGM on a 100% basis (the nearest IFRS measure) as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars, except per ounce amounts) | $ | $ | $ | $ | ||||||||
| Production costs as reported | 35,644 | 41,845 | 103,905 | 147,331 | ||||||||
| Other adjustments4 | (2,000 | ) | - | (2,000 | ) | - | ||||||
| Adjusted production costs | 33,644 | 41,845 | 101,905 | 147,331 | ||||||||
| Share-based compensation expense included in production costs | - | (13 | ) | 142 | 48 | |||||||
| By-product revenue | (214 | ) | (160 | ) | (408 | ) | (453 | ) | ||||
| Total operating cash costs | 33,430 | 41,672 | 101,639 | 146,926 | ||||||||
| Royalties | 4,073 | 3,845 | 11,053 | 11,966 | ||||||||
| Total cash costs | 37,503 | 45,517 | 112,692 | 158,892 | ||||||||
| Gold ounces sold | 35,522 | 45,482 | 103,608 | 133,647 | ||||||||
| Operating cash costs per gold ounce sold ($/oz) | 941 | 916 | 981 | 1,099 | ||||||||
| Total cash costs per gold ounce sold ($/oz) | 1,056 | 1,001 | 1,088 | 1,189 | ||||||||
4 Production costs for the three and nine months ended September 30, 2023 have been adjusted for a $2.0 million legal provision attributable to prior period mining costs.
8.2 AISC per gold ounce
In June 2013, the World Gold Council, a non-regulatory association of many of the world's leading gold mining companies established to promote the use of gold to industry, provided guidance for the calculation of "AISC per gold ounce" in an effort to encourage improved understanding and comparability of the total costs associated with mining an ounce of gold. The Company has adopted the reporting of "AISC gold ounce", which is a non-IFRS performance measure. The Company believes that the AISC per gold ounce measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, some investors use this information to evaluate the JV's performance and ability to generate cash flow, distribution of which is subject to the terms of the JVA. Other companies may calculate AISC per gold ounce sold differently. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
AISC adjust "Total cash costs" for G&A expenses, reclamation cost accretion, sustaining capitalized stripping costs, sustaining capital expenditures and lease payments and interest expense on the AGM's mining and service lease agreements. Sustaining capital expenditures, capitalized stripping costs, reclamation cost accretion and lease payments and interest expense on lease agreements are not line items on the AGM's financial statements. Sustaining capital expenditures are defined as those capital expenditures which do not materially benefit annual or life of mine gold ounce production at a mine site. A material benefit to a mine site is considered to be at least a 10% increase in annual or life of mine production, net present value, or reserves compared to the remaining life of mine of the operation. As such, sustaining costs exclude all expenditures at the AGM's 'new projects' and certain expenditures at the AGM's operating sites which are deemed expansionary in nature. Capitalized stripping costs represent costs incurred at steady-state operations during the period; these costs are generally not considered expansionary in nature as the stripping phase is expected to take less than 12 months and resulting ore production is of a short-term duration. Reclamation cost accretion represents the growth in the AGM's decommissioning provision due to the passage of time. This amount does not reflect cash outflows, but it is considered to be representative of the periodic costs of reclamation and remediation. Lease payments on mining and service lease agreements represent cash outflows while interest expense represents the financing component inherent in the lease. Reclamation cost accretion and lease interest are included in finance expense in the AGM's results as disclosed in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.
All-in sustaining margin per ounce is calculated as the difference between the average realized gold price for the period and AISC per gold ounce sold. All-in sustaining margin is calculated as all-in sustaining margin per ounce multiplied by the number of gold ounces sold during the period.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
The following table provides a reconciliation of AISC of the AGM to production costs and various operating expenses of the AGM on a 100% basis (the nearest IFRS measure), as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars except per ounce amounts) | $ | $ | $ | $ | ||||||||
| Total cash costs (as reconciled above) | 37,503 | 45,517 | 112,692 | 158,892 | ||||||||
| General and administrative expenses - JV 5 | 518 | 834 | 1,953 | 2,365 | ||||||||
| Sustaining capital expenditures (see table below) | 11,496 | 2,154 | 23,060 | 7,137 | ||||||||
| Reclamation cost accretion | 703 | 747 | 1,820 | 1,819 | ||||||||
| Sustaining lease payments (see table below) | 311 | 4,308 | 802 | 14,739 | ||||||||
| Interest on lease liabilities | 781 | 23 | 793 | 193 | ||||||||
| All-in sustaining cost | 51,312 | 53,583 | 141,120 | 185,145 | ||||||||
| Gold ounces sold | 35,522 | 45,482 | 103,608 | 133,647 | ||||||||
| All-in sustaining cost per gold ounce sold ($/oz) - JV | 1,445 | 1,178 | 1,362 | 1,385 | ||||||||
| Average realized price per gold ounce sold ($/oz) | 1,902 | 1,687 | 1,898 | 1,787 | ||||||||
| All-in sustaining margin ($/oz) | 457 | 509 | 536 | 402 | ||||||||
| All-in sustaining margin | 16,234 | 23,150 | 55,534 | 53,726 | ||||||||
5 Excluded from G&A costs of the AGM are $9 and $19 of share-based compensation expense for the three and nine months ended September 30, 2023, respectively. Excluded from the G&A costs of the AGM are $15 of share‐based compensation expense for the three months ended September 30, 2022 and $18.9 million related to one‐time severance charges and a $28 credit of share‐based compensation expense for the nine months ended September 30, 2022.
For the three and nine months ended September 30, 2023, the Company incurred corporate G&A expenses, net of the JV service fee, of $0.8 million and $2.4 million, respectively, which excludes share-based compensation expense and depreciation expense totaling $0.6 million and $3.2 million, respectively (three and nine months ended September 30, 2022 - G&A expenses, net of the JV service fee, of $0.7 million and $3.2 million, respectively, which excludes share‐based compensation expense and depreciation expense totaling $1.3 million and $1.0 million, respectively).
The Company's attributable gold ounces sold for the three and nine months ended September 30, 2023 were 15,985 and 46,623, respectively (three and nine months ended September 30, 2022 - 20,467 and 60,141 gold ounces, respectively), resulting in additional AISC for the Company of $49/oz and $51/oz for the periods presented, respectively, in addition to the AGM's AISC presented in the above table (three and nine months ended September 30, 2022 - $35/oz and $53/oz, respectively).
The following table reconciles sustaining capital expenditures to cash flows used in investing activities of the AGM on a 100% basis (the nearest IFRS measure), as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Cash used in investing activities - JV | 15,413 | 5,490 | 29,772 | 11,353 | ||||||||
| Less: | ||||||||||||
| Non-sustaining capital expenditures | (5,138 | ) | (3,480 | ) | (9,924 | ) | (4,361 | ) | ||||
| Change in AP related to capital expenditures not included in AISC | (1 | ) | (1 | ) | - | (74 | ) | |||||
| Interest earned on cash balances | 1,222 | 145 | 3,212 | 219 | ||||||||
| Total sustaining capital expenditures | 11,496 | 2,154 | 23,060 | 7,137 | ||||||||
Refer to section "4.1(e) Total cash costs and AISC" for a discussion on non-sustaining capital expenditures.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
The following table reconciles sustaining lease payments to cash flows used in financing activities of the AGM on a 100% basis (the nearest IFRS measure), as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Cash used in financing activities - JV | 377 | 4,416 | 973 | 15,059 | ||||||||
| Less: | ||||||||||||
| Fees paid on RCF | (66 | ) | (108 | ) | (171 | ) | (320 | ) | ||||
| Total sustaining lease payments | 311 | 4,308 | 802 | 14,739 | ||||||||
8.3 EBITDA and Adjusted EBITDA
Earnings before interest, taxes, depreciation and amortization ("EBITDA") provides an indication of the Company's continuing capacity to generate income from operations before considering the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income excluding interest expense, interest income, amortization and depletion and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and non-cash items and includes the calculated Adjusted EBITDA of the JV ("Adjusted EBITDA"). Other companies may calculate EBITDA and Adjusted EBITDA differently. The JV does not calculate this information for use by both JV partners, rather it is calculated by the Company solely for the Company's own disclosure purposes.
The following table provides a reconciliation of EBITDA and Adjusted EBITDA attributable to the Company based on its economic interest in the JV to net income (the nearest IFRS measure) of the Company per the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2023 and 2022. All adjustments are shown net of estimated income tax.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars ) | $ | $ | $ | $ | ||||||||
| Net income for the period | 11,389 | 1,280 | 31,843 | 12,309 | ||||||||
| Add back (deduct): | ||||||||||||
| Depreciation expense | 35 | 36 | 107 | 110 | ||||||||
| Finance income | (3,269 | ) | (3,702 | ) | (9,418 | ) | (17,082 | ) | ||||
| Finance expense | 6 | 8 | 18 | 24 | ||||||||
| EBITDA for the period | 8,161 | (2,378 | ) | 22,550 | (4,639 | ) | ||||||
| Add back (deduct): | ||||||||||||
| Adjustment for non-cash long-term incentive plan compensation | 285 | 242 | 802 | (100 | ) | |||||||
| Share of net income related to joint venture | (9,628 | ) | - | (29,942 | ) | - | ||||||
| Galiano's attributable interest in JV Adjusted EBITDA (below) | 11,464 | - | 33,246 | - | ||||||||
| Adjusted EBITDA for the period | 10,282 | (2,136 | ) | 26,656 | (4,739 | ) | ||||||
The following table reconciles the JV's EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2023 and 2022 to the results of the JV as disclosed in note 6 to the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2023 and 2022.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| JV net income for the period | 21,284 | 17,346 | 66,276 | 19,511 | ||||||||
| Add back (deduct): | ||||||||||||
| JV depreciation and depletion expense | 4,308 | 5,531 | 9,263 | 27,545 | ||||||||
| JV finance income | (1,224 | ) | (158 | ) | (3,221 | ) | (234 | ) | ||||
| JV finance expense | 1,418 | 3,858 | 2,363 | 5,435 | ||||||||
| JV EBITDA for the period | 25,786 | 26,577 | 74,681 | 52,257 | ||||||||
| Add back (deduct): | ||||||||||||
| JV severance costs | - | - | - | 18,920 | ||||||||
| JV lease payments (capitalized leases) | (311 | ) | (4,308 | ) | (802 | ) | (14,739 | ) | ||||
| JV Adjusted EBITDA for the period | 25,475 | 22,269 | 73,879 | 56,438 | ||||||||
| Galiano's attributable interest in JV Adjusted EBITDA for the period | 11,464 | - | 33,246 | - | ||||||||
While the above figure reflects an estimate of the Company's "attributable interest" in Adjusted EBITDA generated from the AGM, cash and cash equivalents held by the JV are not within the Company's exclusive control as the distribution of cash from the JV is governed by the JVA. The JVA provides that "Distributable Cash" will be calculated and distributed quarterly, if available. "Distributable Cash" means an amount to be calculated at each calendar quarter-end, as being the lesser of (i) cash and cash equivalents which are projected at that time to be surplus to all the JV companies taken together, after providing for all amounts anticipated to be required to be paid during a period of at least the ensuing two calendar quarters in order to pay the net obligations (net of anticipated revenues during such two subsequent quarters) which will arise out of the operations contemplated by the current approved program and budget while also providing for retention of a reasonable amount of cash and cash equivalents for working capital, contingencies and reserves, all of which factors shall be considered by the management committee; and (ii) the maximum amount permissible for distributions to shareholders of a particular JV company at that time in accordance with applicable law and the terms of any third party loan or other agreement in effect which limits distributions from the JV companies ("Distributable Cash"). Distributable Cash is to be paid out by the JV in certain priority generally to interest and principal of loans, redemption of the preferred shares issued by Shika Group Finance (of which shares each partner holds 132.4 million preferred shares as at September 30, 2023, after redemptions paid by the JV in 2019, 2020 and 2021) and finally as dividends on common shares of Asanko Gold Ghana Ltd. (which the JV partners own 45% each and the Government of Ghana holds 10%).
8.4 Free Cash Flow
The Company uses the financial measure Free Cash Flow, which is a non-IFRS financial measure, to supplement information in its unaudited condensed consolidated interim financial statements ("Free Cash Flow"). Free Cash Flow does not have any standardized meaning prescribed under IFRS, and therefore it may not be comparable to similar measures employed by other companies. The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this information to evaluate the JV's performance with respect to its operating cash flow capacity to meet non-discretionary outflows of cash. The presentation of Free Cash Flow is not meant to be a substitute for the cash flow information presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measures. Free Cash Flow is calculated as cash flows from operating activities of the JV adjusted for cash flows associated with sustaining and non-sustaining capital expenditures and payments made to mining and services contractors for leases capitalized under IFRS 16.
The following table provides a reconciliation of Free Cash Flow of the AGM to its cash flows from operating activities on a 100% basis (the nearest IFRS measure), as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (in thousands of US dollars ) | $ | $ | $ | $ | ||||||||
| Cash flows from operating activtities - JV | 39,740 | 26,075 | 76,662 | 64,344 | ||||||||
| Less: | ||||||||||||
| Cash flows used in investing activities - JV | (15,413 | ) | (5,490 | ) | (29,772 | ) | (11,353 | ) | ||||
| Lease payments (capitalized leases) | (311 | ) | (4,308 | ) | (802 | ) | (14,739 | ) | ||||
| JV Free Cash Flow for the period | 24,016 | 16,277 | 46,088 | 38,252 | ||||||||
9. Summary of outstanding share data
As of the date of this MD&A, there were 224,956,119 common shares of the Company issued and outstanding and 12,592,002 stock options outstanding (with exercise prices ranging between C$0.53 and C$2.20 per share). The fully diluted outstanding share count at the date of this MD&A is 237,548,121.
10. Related party transactions
As at September 30, 2023, the Company's related parties are its subsidiaries and the JV, its JV partners, and key management personnel (being directors and executive officers of the Company). During the normal course of operations, the Company enters into transactions with its related parties. During the three and nine months ended September 30, 2023, all related party transactions were in the normal course of business including compensation payments to key management personnel.
During the three and nine months ended September 30, 2023, other than compensation paid to key management personnel, the only related party transactions were with the JV in respect of the Company's service fee as operator of the AGM and costs incurred by the JV on behalf of the Company in respect of its wholly owned Asumura property. For the three and nine months ended September 30, 2023, the service fee was comprised of a gross service fee of $1.8 million and $5.4 million, respectively, less withholding taxes payable in Ghana of $0.4 million and $1.1 million (three and nine months ended September 30, 2022 - gross service fee of $1.7 million and $5.0 million, respectively, less withholding taxes payable in Ghana of $0.3 million and $1.0 million, respectively). As at September 30, 2023, the Company had a $0.5 million receivable owing from the JV in relation to the Company's service fee earned for being the operator of the JV (December 31, 2022 - $1.7 million).
During the three and nine months ended September 30, 2023, the JV provided administrative and exploration services on the Company’s Asumura property totaling $9 and $0.2 million, respectively (three and nine months ended September 30, 2022 – $0.2 million for both periods, respectively). As at September 30, 2023, the Company had a payable due to the JV in the amount of $3.1 million relating to reimbursement for third party supplier costs and administrative and exploration services performed by the JV on the Company’s wholly owned Asumura property in Ghana (December 31, 2022 – $1.4 million).
11. Critical accounting policies and estimates
11.1 Estimates and judgements
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in the unaudited condensed consolidated interim financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows. The Company's significant accounting judgements and estimates are presented in note 5 of the audited consolidated annual financial statements for the years ended December 31, 2022 and 2021.
There were no material changes to the Company's or JV's significant accounting judgements or estimates during the three and nine months ended September 30, 2023.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
11.2 Changes in Accounting Policies including Initial Adoption
(a) Accounting standards adopted during the year
The Company adopted the following new IFRS standard effective January 1, 2023. The nature and impact of the new standard on the Company's current period financial statements, if any, are outlined below. Adoption of the standard was made in accordance with the applicable transitional provisions.
Amendments to IAS 1
On February 12, 2021, the IASB issued Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2, Making Materiality Judgements). The amendments help companies provide useful accounting policy disclosures and include requiring companies to disclose their material accounting policies rather than their significant accounting policies; clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves immaterial and as such need not be disclosed; and clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material to a company's financial statements. The amendments are effective for annual periods beginning on or after January 1, 2023, with early adoption permitted. The amendments to IAS 1 will be reflected in the Company's disclosures in its consolidated annual financial statements for the year ended December 31, 2023.
(b) Accounting standards and amendments issued but not yet adopted
There were no accounting standards or amendments to existing standards issued but not yet adopted as of September 30, 2023 that are expected to have a material effect on the Company's or the JV's financial statements in the future.
12. Risks and uncertainties
12.1 Financial instruments and risk
The Company's business, operations and future prospects are subject to significant risks. For details of these risks, refer to the risk factors set forth in the Company's most recently filed AIF, which can be found under the Company's SEDAR+ profile at www.sedarplus.ca, and the Company's most recently filed Form 40-F Annual Report, which can be found on EDGAR at www.sec.gov.
Management is not aware of any significant changes to the risks identified in the Company's most recently filed AIF nor has the Company's mitigation of those risks changed significantly during the nine months ended September 30, 2023, except for the ZCCs gold hedging strategy previously mentioned. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, prospects and share price of the Company and/or the JV. If any of the risks actually occur, the business of the Company and/or the JV may be harmed, and its financial condition and results of operations may suffer significantly.
a) Financial instruments
As at September 30, 2023, the Company's financial instruments consist of cash and cash equivalents, accounts receivable, receivable due from related party, preferred shares in the JV, accounts payable and accrued liabilities, related party payables and long-term incentive plan liabilities. The Company classifies cash and cash equivalents, accounts receivable and related party receivables as financial assets measured at amortized cost, while accounts payable and accrued liabilities and related party payables are classified as other financial liabilities and measured at amortized cost. The preferred shares in the JV and long-term incentive plan liabilities are a financial asset and a financial liability, respectively, measured at fair value through profit or loss, and both fall within Level 3 of the fair value hierarchy.
The credit risk, liquidity risk and market risk associated with the Company's financial instruments are disclosed in note 22 of the consolidated annual financial statements for the years ended December 31, 2022 and 2021. There were no material changes to credit risk, liquidity risk or market risk, nor how the Company manages these risks, during the three and nine months ended September 30, 2023.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
13. Internal control
13.1 Internal Control over Financial Reporting
Management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), have evaluated the Company's internal controls over financial reporting to determine whether any changes occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
During the nine months ended September 30, 2023, there have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
13.2 Limitations of controls and procedures
The Company's management, including the CEO and CFO, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 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 judgements 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 control system also is 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.
14. Qualified person
The exploration information in this MD&A has been reviewed and approved by Mr. Chris Pettman, P.Geo, Vice President Exploration of Galiano. For further information regarding the exploration information in this MD&A, including the Quality Control and Quality Assurance and data verification measures taken with respect to such exploration information, please see the Company's news release dated October 25, 2023 and filed on the Company's SEDAR+ profile at www.sedarplus.ca. All other scientific and technical information contained in this MD&A has been approved by Mr. Richard Miller, P.Eng., Vice President Technical Services of Galiano. Mr. Pettman and Mr. Miller are "Qualified Persons" as defined by NI 43-101.
15. Cautionary statements
15.1 Cautionary statement on forward-looking information
The Company cautions readers regarding forward-looking statements found in this MD&A and in any other statement made by, or on behalf of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "estimates", "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", or "might" occur. Forward-looking statements are made based on management's beliefs, estimates and opinions and are given only as of the date of this MD&A. Such statements may constitute "forward-looking information" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation.
Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements reflect the Company's current views with respect to expectations, beliefs, assumptions, estimates and forecasts about the business of the JV and the Company and the industry and markets in which the JV and the Company operate. Forward-looking statements include, but are not limited to, statements with respect to:
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
- the future price of gold;
- the operating plans for the AGM under the 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;
- capital expenditures that are required to sustain and expand mining activities;
- the meeting of working capital requirements, contractual obligations and other financial commitments as they fall due;
- 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 and consumables;
- the availability of capital to fund the JV's expansion plans and to fund the Company's contributions to the JV's development plans;
- mine restart plans and timing thereof;
- any additional work programs to be undertaken by the Company;
- performance of stockpiled ore above management's forecast;
- timing of delivery of higher grade ore from the Abore pit;
- the Company's planned and future drilling programs, including at Abore, Midras South, Nkran, Akwasiso, Gyagyatreso and Kaniago West;
- the ability of the AGM to maintain current inventory levels;
- the timing of the development of new deposits;
- success of exploration activities;
- permitting timelines;
- renewal of exploration licenses;
- hedging practices;
- currency exchange rate fluctuations;
- central bank interest rate forecast;
- use of the IMF Loan, including the approval of a second tranche;
- possible extension of the RCF;
- estimate of a legal provision;
- requirements for additional capital;
- timing of expected cash distributions;
- operating cash flows;
- government regulation of mining operations;
- regulatory investigations, claims, lawsuits and other proceedings;
- environmental risks and remediation measures;
- advancement and implementation of the Company's sustainability program;
- preparation and timing of submission of report on measures taken by the Company to identify and address labour risks in its supply chain;
- timing of announcement and implementation of the SEC's ESG disclosure rules;
- climate-related and sustainability disclosure standards and obligations;
- changes in accounting policies, including amendments to IAS 1, and resulting impact on disclosures; and
- usefulness of certain non-IFRS measures.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. The JV and the Company's actual future results or performance are subject to certain risks and uncertainties, including but not limited to:
- mineral reserve and mineral resource estimates may change and may prove to be inaccurate;
- metallurgical recoveries may not be economically viable;
- life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect;
- that the Company and Gold Fields will not agree on the manner in which the JV will operate the AGM;
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
- actual production, costs, returns and other economic and financial performance may vary from the Company's estimates in response to a variety of factors, many of which are not within the Company's control;
- inflationary pressures and the effects thereof;
- the AGM has a limited operating history and is subject to risks associated with establishing new mining operations;
- sustained increases in costs, or decreases in the availability, of commodities consumed or otherwise used by the Company may adversely affect the Company;
- adverse geotechnical and geological conditions (including geotechnical failures) may result in operating delays and lower throughput or recovery, closures or damage to mine infrastructure;
- the ability of the Company to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process ore, concentrate and tailings as planned is dependent on a number of factors and assumptions which may not be present or occur as expected;
- the JV's mineral properties may experience a loss due to illegal mining activities;
- the AGM's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment;
- outbreaks of COVID-19 and other infectious diseases may have a negative impact on global financial conditions, demand for commodities and supply chains and could adversely affect the Company's business, financial condition and results of operations and the market price of its common shares;
- the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures;
- the Company may be unsuccessful in attracting and retaining key personnel;
- labour disruptions could adversely affect the Company's operations;
- recoveries may be lower in the future and have a negative impact on the Company's financial results;
- the lower recoveries may persist and be detrimental to the AGM and the Company;
- the Company's business is subject to risks associated with operating in a foreign country;
- risks related to the Company's use of contractors;
- the hazards and risks normally encountered in the exploration, development and production of gold;
- the Company's operations are subject to environmental hazards and compliance with applicable environmental laws and regulations;
- the effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency;
- the Company's operations and workforce are exposed to health and safety risks;
- unexpected costs and delays related to, or the failure of the Company to obtain, necessary permits could impede the Company's operations;
- the Company's title to exploration, development and mining interests can be uncertain and may be contested;
- geotechnical risks associated with the design and operation of a mine and related civil structures;
- the Company's properties may be subject to claims by various community stakeholders;
- risks related to limited access to infrastructure and water;
- risks associated with establishing new mining operations;
- the Company's revenues are dependent on the market prices for gold, which have experienced significant recent fluctuations;
- the Company may not be able to secure additional financing when needed or on acceptable terms;
- the Company's shareholders may be subject to future dilution;
- risks related to the control of AGM cashflows and operation through a joint venture;
- risks related to changes in interest rates and foreign currency exchange rates;
- risks relating to credit rating downgrades;
- changes to taxation laws applicable to the Company may affect the Company's profitability;
- ability to repatriate funds;
- risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws;
- risks related to information systems security threats;
- non-compliance with public disclosure obligations could have an adverse effect on the Company's stock price;
- the carrying value of the Company's assets may change and these assets may be subject to impairment charges;
- risks associated with changes in reporting standards;
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
- the Company's primary asset is held through a joint venture, which exposes the Company to risks inherent to joint ventures, including disagreements with joint venture partners and similar risks;
- the Company may be liable for uninsured or partially insured losses;
- the Company may be subject to litigation;
- damage to the Company's reputation could result in decreased investor confidence and increased challenges in developing and maintaining community relations which may have adverse effects on the business, results of operations and financial conditions of the joint venture and the Company and the Company's share price;
- the Company may be unsuccessful in identifying targets for acquisition or completing suitable corporate transactions, and any such transactions may not be beneficial to the Company or its shareholders;
- the Company must compete with other mining companies and individuals for mining interests;
- the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions;
- the Company's common shares may experience price and trading volume volatility;
- the Company has never paid dividends and does not expect to do so in the foreseeable future;
- the Company's shareholders may be unable to sell significant quantities of the Company's common shares into the public trading markets without a significant reduction in the price of its common shares, or at all; and
- the risk factors described under the heading "Risk Factors" in the Company's AIF.
Forward-looking statements are necessarily based upon estimates and assumptions, which are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, regarding future business decisions, are subject to change. Assumptions underlying the Company's expectations regarding forward-looking statements or information contained in this MD&A include, among others:
- the Company and Gold Fields will agree on the manner in which the JV will operate the AGM, including agreement on the new LOM plan, development plans and capital expenditures;
- the price of gold will not decline significantly or for a protracted period of time;
- the accuracy of the estimates and assumptions underlying mineral reserve and mineral resource estimates;
- the Company's ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions;
- the global financial markets and general economic conditions will be stable and prosperous in the future;
- the 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.
Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in the forward-looking statements, you are cautioned that this list is not exhaustive and there may be other factors that the Company has not identified. Furthermore, the Company undertakes no obligation to update or revise any forward-looking statements included in, or incorporated by reference in, this MD&A if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations. Historically, the Company's operations have been primarily funded from debt and share issuances, as well as the exercise of stock options. The Company has had and may have future capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund its future operations, the Company may be required to seek additional financing.
Although the Company has to-date been able to raise capital, there can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.
| GALIANO GOLD INC. |
| MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
15.2 Cautionary note for United States investors
All technical disclosure in this MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ materially from the requirements of United States securities laws applicable to domestic Unites States issuers. The terms "mineral reserves", "proven mineral reserves", "probable mineral reserves", "mineral resources", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" used in this MD&A are in reference to the mining terms defined in the Canadian Institute of Mining, Metallurgy and Petroleum Standards, as adopted by National Instrument 43-101 Standards of Disclosure for Mineral Projects. The Company's disclosure of mineralization and other technical information herein may differ significantly from the information that would be disclosed had the Company prepared the reserve and resource estimates under the standards adopted under the rule of the SEC applicable to domestic United States issuers. Accordingly, the disclosure in this MD&A regarding the JV's mineral properties is not comparable to the disclosure of United States issuers subject to the SEC's mining disclosure requirements.
Form 52-109F2
Certification of interim filings - full certificate
I, Matt Badylak, Chief Executive Officer of Galiano Gold Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended September 30, 2023.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is based on Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: November 14, 2023
/s/ Matt Badylak
_______________________
Matt Badylak
Chief Executive Officer
Form 52-109F2
Certification of interim filings - full certificate
I, Matthew Freeman, Chief Financial Officer of Galiano Gold Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended September 30, 2023.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is based on Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: November 14, 2023
/s/ Matthew Freeman
_____________________
Matthew Freeman
Chief Financial Officer
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GALIANO GOLD REPORTS Q3 2023 OPERATING
AND FINANCIAL RESULTS
Vancouver, British Columbia, November 14, 2023 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) is pleased to report its third quarter ("Q3") operating and financial results for the Company and the Asanko Gold Mine ("AGM"), located in Ghana, West Africa. The AGM is a 50:50 joint venture ("JV") with Gold Fields Limited ("Gold Fields") which is managed and operated by Galiano. All financial information contained in this news release is unaudited and reported in United States dollars.
Asanko Gold Mine JV Key Metrics (100% basis):
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Safety: One lost-time injury ("LTI") and three total recordable injuries ("TRI") recorded during the quarter, resulting in 12‐month rolling LTI and TRI frequency rates of 0.54 and 1.61 per million employee hours worked, respectively.
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Production performance: Gold production of 35,779 ounces during the third quarter. Year-to-date gold production of 102,130 ounces. Full year gold production is expected to come in at the top end of guidance of between 120,000 to 130,000 ounces.
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Milling performance: Achieved milling throughput of 1.6 million tonnes ("Mt") of ore at a grade of 0.8 grams per tonne ("g/t") during the quarter. Metallurgical recovery in Q3 2023 was 87%.
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Cost performance and cash flow: Total cash costs1 of $1,056 per gold ounce ("/oz") and all-in sustaining costs1 ("AISC") of $1,445/oz for the three months ended September 30, 2023. Full year AISC1 guidance has been revised from between $1,650/oz to $1,750/oz to $1,500/oz to $1,600/oz due to higher gold sales and timing of sustaining capital expenditures. Additionally, the JV generated positive cash flow from operations of $39.7 million and Free Cash Flow1 of $24.0 million during the quarter.
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Financial performance: Gold revenue of $67.6 million generated from 35,522 gold ounces sold at an average realized price of $1,902/oz for the quarter. Net income of $21.3 million and Adjusted EBITDA¹ of $25.5 million during the quarter.
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Restart of mining: Mining operations at the AGM restarted on October 1, 2023. The AGM’s mining contractor has mobilized a fleet of mining equipment and pre-stripping activities are ongoing. The Abore pit remains on track to deliver higher grade ore to the processing plant, than the current stockpile processing, in Q2 2024.
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Exploration focus: Initiated drilling programs at Abore to convert inferred mineral resources to the indicated mineral resource category, at Midras South to advance the deposit towards a maiden mineral reserve estimate, and at Nkran completed a phase 1 mineral resource upgrade and mineral reserve conversion drilling.
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Robust liquidity: $136.9 million in cash and cash equivalents, $4.4 million in gold sales receivables, $2.0 million in gold on hand and no debt as of September 30, 2023.
1 See "Non-IFRS Performance Measures"
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Galiano Highlights:
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Stable balance sheet: Cash and cash equivalents of $56.1 million as at September 30, 2023, while remaining debt-free.
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Positive earnings: Net income of $11.4 million or $0.05 per common share during the quarter, which includes the Company's share of the JV's net earnings for the quarter.
"The third quarter was another strong financial and operating period for the AGM, which is on track to achieve the upper end of gold production guidance of between 120,000 to 130,000 ounces," stated Matt Badylak, Galiano's President and Chief Executive Officer. "The mine continued to generate significant cash flows through stockpile processing, which has further strengthened the AGM's balance sheet. As planned, mining operations at the AGM have recommenced and Abore is on track to deliver higher grade ore to the processing plant by the second quarter of 2024.
At the corporate level, we closed the quarter with $56 million in cash, no debt, and remain in an enviable position to pursue accretive opportunities for growth. Health and safety continue to remain a top priority throughout the organization as we constantly strive to reinforce our commitment to Zero Harm and implementation of best safety practices at the Asanko Gold Mine."
Asanko Gold Mine - Summary of quarterly operational and financial highlights (100% basis)
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Asanko Gold Mine (100% basis) |
Q3 2023 |
Q2 2023 |
Q1 2023 |
Q4 2022 |
Q3 2022 |
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Ore mined ('000t) |
- |
- |
- |
- |
144 |
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Waste mined ('000t) |
- |
- |
- |
- |
107 |
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Total mined ('000t) |
- |
- |
- |
- |
251 |
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Strip ratio (W:O) |
- |
- |
- |
- |
0.7 |
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Average gold grade mined (g/t) |
- |
- |
- |
- |
1.8 |
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Mining cost ($/t mined) |
- |
- |
- |
- |
25.27 |
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Ore transportation from Esaase ('000 t) |
695 |
729 |
1,367 |
503 |
699 |
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Ore transportation cost ($/t trucked) |
6.63 |
5.88 |
5.51 |
6.19 |
6.55 |
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Ore milled ('000t) |
1,573 |
1,457 |
1,566 |
1,518 |
1,423 |
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Average mill head grade (g/t) |
0.8 |
0.8 |
0.9 |
0.8 |
1.1 |
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Average recovery rate (%) |
87 |
85 |
73 |
80 |
88 |
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Processing cost ($/t milled) |
9.69 |
11.01 |
9.78 |
10.06 |
10.45 |
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G&A cost ($/t milled) |
4.16 |
4.68 |
4.09 |
4.20 |
4.89 |
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Gold produced (oz) |
35,779 |
33,673 |
32,678 |
34,090 |
43,899 |
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Gold sold (oz) |
35,522 |
32,912 |
35,174 |
34,202 |
45,482 |
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Average realized gold price ($/oz) |
1,902 |
1,944 |
1,850 |
1,686 |
1,687 |
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Total cash costs1 ($/oz) |
1,056 |
1,127 |
1,083 |
1,031 |
1,001 |
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All-in sustaining costs1 ($/oz) |
1,445 |
1,374 |
1,268 |
1,191 |
1,178 |
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All-in sustaining margin1 ($/oz) |
457 |
570 |
582 |
495 |
509 |
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All-in sustaining margin1 ($m) |
16.2 |
18.8 |
20.5 |
16.9 |
23.2 |
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Asanko Gold Mine (100% basis) |
Q3 2023 |
Q2 2023 |
Q1 2023 |
Q4 2022 |
Q3 2022 |
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Revenue ($m) |
67.8 |
64.1 |
65.2 |
57.8 |
76.9 |
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Income from mine operations ($m) |
23.7 |
24.4 |
24.7 |
19.2 |
25.7 |
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Adjusted net income1 ($m) |
21.3 |
24.4 |
20.6 |
19.6 |
17.3 |
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Cash provided by operating activities ($m) |
39.7 |
18.0 |
18.9 |
11.1 |
26.1 |
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Free cash flow1 ($m) |
24.0 |
10.1 |
12.0 |
5.5 |
16.3 |
Asanko Gold Mine - Financial and operational highlights for the three and nine months ended September 30, 2023 and 2022 (100% basis)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| (All amounts in 000's of US dollars, unless otherwise stated) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Asanko Gold Mine (100% basis) | ||||||||||||
| Financial results | ||||||||||||
| Revenue | 67,770 | 76,911 | 197,029 | 239,328 | ||||||||
| Income from mine operations | 23,745 | 25,690 | 72,808 | 52,486 | ||||||||
| Net income | 21,284 | 17,346 | 66,276 | 19,511 | ||||||||
| Adjusted net income1 | 21,284 | 17,346 | 66,276 | 38,431 | ||||||||
| Adjusted EBITDA1 | 25,475 | 22,269 | 73,879 | 56,438 | ||||||||
| Cash and cash equivalents | 136,860 | 85,802 | 136,860 | 85,802 | ||||||||
| Cash generated from operating activities | 39,740 | 26,075 | 76,662 | 64,344 | ||||||||
| Free cash flow1 | 24,016 | 16,277 | 46,088 | 38,252 | ||||||||
| AISC margin1 | 16,234 | 23,150 | 55,534 | 53,726 | ||||||||
| Key mine performance data | ||||||||||||
| Gold produced (ounces) | 35,779 | 43,899 | 102,130 | 136,252 | ||||||||
| Gold sold (ounces) | 35,522 | 45,482 | 103,608 | 133,647 | ||||||||
| Average realized gold price ($/oz) | 1,902 | 1,687 | 1,898 | 1,787 | ||||||||
| Total cash costs ($ per gold ounce sold)1 | 1,056 | 1,001 | 1,088 | 1,189 | ||||||||
| AISC ($ per gold ounce sold)1 | 1,445 | 1,178 | 1,362 | 1,385 | ||||||||
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The AGM produced 35,779 ounces of gold during Q3 2023, as the processing plant achieved milling throughput of 1.6 Mt of ore at a grade of 0.8 g/t with metallurgical recovery averaging 87%. The composition of the feed blend processed during Q3 2023 had a higher percentage of oxide ore resulting in the strong recoveries achieved.
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Sold 35,522 ounces of gold in Q3 2023 at an average realized gold price of $1,902/oz for total revenue of $67.8 million (including $0.2 million of by-product silver revenue), a decrease of $9.1 million from Q3 2022. The decrease in revenue quarter-on-quarter was due to a 22% reduction in sales volumes relative to Q3 2022, partly offset by a 13% increase in realized gold prices.
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Income from mine operations for Q3 2023 totaled $23.7 million compared to income from mine operations of $25.7 million in Q3 2022. The decrease in income from mine operations was due to a $9.1 million reduction in revenue described above, partly offset by $6.2 million decrease in cost of sales that resulted from fewer ounces sold as well as processing ore that had no carrying value for accounting purposes.
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Reported Adjusted EBITDA1 of $25.5 million in Q3 2023 compared to $22.3 million in Q3 2022. The increase in Adjusted EBITDA1 was largely driven by Q3 2022 including $4.3 million of mining contractor costs.
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Total cash costs1 in Q3 2023 amounted to $1,056/oz compared to $1,001/oz in Q3 2022. Although gold sales volumes decreased by 22% in Q3 2023, total cash costs per ounce1 in Q3 2023 were only 5% higher than Q3 2022 as a result of processing ore that had no carrying value for accounting purposes.
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AISC1 for Q3 2023 was $1,445/oz compared to $1,178/oz in the comparative period. AISC1 was higher in the current quarter predominately due to the increase in total cash costs per ounce1 mentioned above and higher sustaining capital expenditures ($276/oz increase) to support the restart of mining in Q4 2023, construction of water treatment facilities and raising the height of the tailings storage facility.
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The AGM generated $39.7 million of cash flow from operating activities and free cash flow1 of $24.0 million during Q3 2023. This compares to $26.1 million of cash flow from operating activities and free cash flow1 of $16.3 million during Q3 2022. The increase in free cash flow1 was primarily due to lower working capital tie-up, partly offset by higher capital spend to support a restart of mining operations.
Galiano Gold Inc. - Financial highlights for the three and nine months ended September 30, 2023 and 2022
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| (All amounts in 000's of US dollars, unless otherwise stated) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Galiano Gold Inc. | ||||||||||||
| Net income | 11,389 | 1,280 | 31,843 | 12,309 | ||||||||
| Net income per share - basic | 0.05 | 0.01 | 0.14 | 0.05 | ||||||||
| Adjusted EBITDA1 | 10,282 | (2,136 | ) | 26,656 | (4,739 | ) | ||||||
| Cash and cash equivalents | 56,079 | 54,716 | 56,079 | 54,716 | ||||||||
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The Company reported net income of $11.4 million in Q3 2023, compared to net income of $1.3 million in Q3 2022. Net income was higher in Q3 2023 due to the Company recording its share of the JV's net earnings which amounted to $9.6 million. During Q3 2022, the Company did not recognize its share of the JV's net earnings as the estimated recoverable amount of the Company's investment in the JV was nil as at September 30, 2022.
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Adjusted EBITDA1 for Q3 2023 amounted to $10.3 million, compared to a loss of $2.1 million in Q3 2022. The increase in Adjusted EBITDA1 was due to the increase in net income during Q3 2023 as described above.
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Cash used in operating activities in Q3 2023 was $0.1 million, compared to cash provided by operating activities of $1.5 million in Q3 2022. The increase in cash used in operating activities from Q3 2022 to Q3 2023 was driven by working capital movements, specifically related to the Company's service fee receivable from the JV.
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- As of September 30, 2023, the Company had cash and cash equivalents of $56.1 million, while remaining debt-free.
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This news release should be read in conjunction with Galiano's Management's Discussion and Analysis and the Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2023 and 2022, which are available at www.galianogold.com and filed on SEDAR+. |
1 Non-IFRS Performance Measures
The Company has included certain non-IFRS performance measures in this news release. These non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Refer to the Non-IFRS Measures section of Galiano's Management's Discussion and Analysis for an explanation of these measures and reconciliations to the Company's and the JV's reported financial results in accordance with IFRS.
- Total Cash Costs per Gold Ounce
Management of the Company uses total cash costs per gold ounce sold to monitor the operating performance of the JV. Total cash costs include the cost of production, adjusted for share-based compensation expense, by-product revenue and production royalties per ounce of gold sold.
- All-in Sustaining Costs per Gold Ounce and All-in Sustaining Margin
The Company has adopted the reporting of "all-in sustaining costs per gold ounce" ("AISC") as per the World Gold Council's guidance. AISC include total cash costs, corporate overhead expenses, sustaining capital expenditure, sustaining capitalized stripping costs, reclamation cost accretion and lease payments made to and interest expense on the AGM's mining and service lease agreements per ounce of gold sold. Excluded from AISC are one-time severance charges in line with World Gold Council guidance. All-in sustaining margin is calculated by taking the average realized gold price for a period less that period's AISC.
- EBITDA and Adjusted EBITDA
EBITDA provides an indication of the Company's continuing capacity to generate income from operations before taking into account the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income (loss) excluding interest expense, interest income, amortization and depletion, and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and to include the Company's interest in the Adjusted EBITDA of the JV. Other companies and JV partners may calculate EBITDA and Adjusted EBITDA differently.
- Free cash flow
The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use free cash flow to evaluate the JV's performance with respect to its operating cash flow capacity to meet non-discretionary outflows of cash. The presentation of free cash flow is not meant to be a substitute for the cash flow information presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measures. Free cash flow is calculated as cash flows from operating activities of the JV adjusted for cash flows associated with sustaining and non-sustaining capital expenditures and payments made to mining and service contractors for leases capitalized under IFRS 16.
- Adjusted net income and adjusted net income per common share
The Company has included the non-IFRS performance measures of adjusted net income and adjusted net income per common share. Neither adjusted net income nor adjusted net income per share have any standardized meaning and are therefore unlikely to be comparable to other measures presented by other issuers. Adjusted net income excludes certain non-cash items or non-recurring items from net income or net loss to provide a measure which helps the Company and investors to evaluate the results of the underlying core operations of the Company or the JV and its ability to generate cash flows and is an important indicator of the strength of the Company's or the JV's operations and performance of its core business.
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Qualified Person
Richard Miller, P.Eng., Vice President Technical Services with Galiano Gold Inc., is a Qualified Person as defined by Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has approved the scientific and technical information contained in this news release.
About Galiano Gold Inc.
Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration and disciplined deployment of its financial resources. The Company operates and manages the Asanko Gold Mine, which is located in Ghana, West Africa, and jointly owned with Gold Fields. Galiano is committed to the highest standards for environmental management, social responsibility, and the health and safety of its employees and neighbouring communities. For more information, please visit www.galianogold.com.
| Conference Call Details: | |
| Date: November 15, 2023 | Replay (available until November 21, 2023) |
| Time: 10:00 AM ET (7:00 AM PT) | Local: 416-764-8677 |
| Dial In: 416-764-8688 | Toll Free: 1-888-390-0541 |
| Toll Free: 1-888-390-0546 | Access Code: 348996# |
Enquiries:
Krista Muhr
Toll-Free (N. America): 1-855-246-7341
Telephone: 1-778-239-0446
Email: info@galianogold.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information contained in this news release constitute "forward-looking statements" within the meaning of applicable U.S. securities laws and "forward-looking information" within the meaning of applicable Canadian securities laws, which we refer to collectively as "forward-looking statements". Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future conditions and courses of action. All statements and information other than statements of historical fact may be forward looking statements. In some cases, forward-looking statements can be identified by the use of words such as "seek", "expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast", "intend", "believe", "predict", "potential", "target", "may", "could", "would", "might", "will" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook.
Forward-looking statements in this news release include, but are not limited to: the operating plans for the AGM under the JV between the Company and Gold Fields; opportunities for growth at the corporate level; commitment to health and safety; planned and future drilling programs; anticipated production and cost guidance; mine restart plans and timing thereof; timing of delivery of higher grade ore from the Abore pit; and statements regarding the usefulness and comparability of certain non-IFRS measures. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to: the Company and Gold Fields will agree on the manner in which the JV will operate the AGM, including agreement on the new life of mine ("LOM") plan, development plans and capital expenditures; the price of gold will not decline significantly or for a protracted period of time; the accuracy of the estimates and assumptions underlying mineral reserve and mineral resource estimates; the Company's ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions; the global financial markets and general economic conditions will be stable and prosperous in the future; the ability of the JV and the Company to comply with applicable governmental regulations and standards; the mining laws, tax laws and other laws in Ghana applicable to the AGM and the JV will not change, and there will be no imposition of additional exchange controls in Ghana; the success of the JV and the Company in implementing its development strategies and achieving its business objectives; the JV will have sufficient working capital necessary to sustain its operations on an ongoing basis and the Company will continue to have sufficient working capital to fund its operations and contributions to the JV; and the key personnel of the Company and the JV will continue their employment.
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The foregoing list of assumptions cannot be considered exhaustive.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and you are cautioned not to place undue reliance on forward-looking statements contained herein. Some of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements contained in this news release, include, but are not limited to: the mineral reserve and mineral resource estimates may change and may prove to be inaccurate; metallurgical recoveries may not be economically viable; risks associated with the Company ceasing its mining operations during 2023; LOM estimates are based on a number of factors and assumptions and may prove to be incorrect; the risk that the Company and Gold Fields will not agree on the manner in which the JV will operate the AGM; actual production, costs, returns and other economic and financial performance may vary from the Company's estimates in response to a variety of factors, many of which are not within the Company's control; inflationary pressures and the effects thereof; the AGM has a limited operating history and is subject to risks associated with establishing new mining operations; sustained increases in costs, or decreases in the availability, of commodities consumed or otherwise used by the Company may adversely affect the Company; adverse geotechnical and geological conditions (including geotechnical failures) may result in operating delays and lower throughput or recovery, closures or damage to mine infrastructure; the ability of the Company to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process ore, concentrate and tailings as planned is dependent on a number of factors and assumptions which may not be present or occur as expected; the JV's mineral properties may experience a loss of ore due to illegal mining activities; the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment; outbreaks of COVID-19 and other infectious diseases may have a negative impact on global financial conditions, demand for commodities and supply chains and could adversely affect the Company's business, financial condition and results of operations and the market price of the common shares of the Company; the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures; the Company may be unsuccessful in attracting and retaining key personnel; labour disruptions could adversely affect the Company's operations; recoveries may be lower in the future and have a negative impact on the Company's financial results; the lower recoveries may persist and be detrimental to the AGM and the Company; the Company's business is subject to risks associated with operating in a foreign country; risks related to the Company's use of contractors; the hazards and risks normally encountered in the exploration, development and production of gold; the Company's operations are subject to environmental hazards and compliance with applicable environmental laws and regulations; the effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency; the Company's operations and workforce are exposed to health and safety risks; unexpected costs and delays related to, or the failure of the Company to obtain, necessary permits could impede the Company's operations; the Company's title to exploration, development and mining interests can be uncertain and may be contested; geotechnical risks associated with the design and operation of a mine and related civil structures; the Company's properties may be subject to claims by various community stakeholders; risks related to limited access to infrastructure and water; risks associated with establishing new mining operations; the Company's revenues are dependent on the market prices for gold, which have experienced significant recent fluctuations; the Company may not be able to secure additional financing when needed or on acceptable terms; the Company's shareholders may be subject to future dilution; risks related to the control of AGM cashflows and operation through a joint venture; risks related to changes in interest rates and foreign currency exchange rates; risks relating to credit rating downgrades; changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds; risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws; risks related to information systems security threats; non-compliance with public disclosure obligations could have an adverse effect on the Company's stock price; the carrying value of the Company's assets may change and these assets may be subject to impairment charges; risks associated with changes in reporting standards; the Company's primary asset is held through a joint venture, which exposes the Company to risks inherent to joint ventures, including disagreements with joint venture partners and similar risks; the Company may be liable for uninsured or partially insured losses; the Company may be subject to litigation; damage to the Company's reputation could result in decreased investor confidence and increased challenges in developing and maintaining community relations which may have adverse effects on the business, results of operations and financial conditions of the joint venture and the Company and the Company's share price; the Company may be unsuccessful in identifying targets for acquisition or completing suitable corporate transactions, and any such transactions may not be beneficial to the Company or its shareholders; the Company must compete with other mining companies and individuals for mining interests; the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions; the Company's common shares may experience price and trading volume volatility; the Company has never paid dividends and does not expect to do so in the foreseeable future; the Company's shareholders may be unable to sell significant quantities of the Company's common shares into the public trading markets without a significant reduction in the price of its common shares, or at all; and the risk factors described under the heading "Risk Factors" in the Company's Annual Information Form.
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Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in the forward-looking statements, you are cautioned that this list is not exhaustive and there may be other factors that the Company has not identified. Furthermore, the Company undertakes no obligation to update or revise any forward-looking statements included in, or incorporated by reference in, this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this news release.
Source: Galiano Gold Inc.
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