6-K
Galiano Gold Inc. (GAU)
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 April 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
Exhibit 99.2 included with this report is 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"Registration Statement"), and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 |
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Matthew Freeman Chief Financial Officer
Date: April 17, 2023
Galiano Gold Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
GALIANO GOLD ANNOUNCES AUDITOR CHANGE
Vancouver, British Columbia, April 17, 2023, Galiano Gold Inc. ("Galiano" or the "Company") (TSX: GAU; NYSE American: GAU) announced today that it has changed its auditors from KPMG (the "Former Auditor") to Ernst & Young (the "Successor Auditor").
The Former Auditor has resigned effective April 11, 2023. The board of directors of the Company (the "Board") have appointed the Successor Auditor effective April 11, 2023. The Company is grateful to KPMG for its past services to the Company.
There were no reservations in the Former Auditor's reports on any of the Company's audited financial statements, and no reportable events between the Company and the Former Auditor.
In accordance with National Instrument 51-102, the Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor (collectively, the "Reporting Package"), has been reviewed and approved by the Board and the Reporting Package has been filed on SEDAR.
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, located in Ghana, West Africa, jointly owned with Gold Fields Ltd. 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.
FOR FURTHER INFORMATION, PLEASE CONTACT
Krista Muhr
Toll-Free (N. America): 1-855-246-7341
Telephone: 1-778-239-0446
Email: [email protected]
Galiano Gold Inc.: Exhibit 99.2 - Filed by newsfilecorp.com
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1: Name and Address of Company
Galiano Gold Inc. ("Galiano" or the "Company")
1066 West Hastings Street, Suite 1640
Vancouver, BC
V6E 3X1
Item 2: Date of Material Change
April 11, 2023
Item 3: News Release
The news release announcing the material change referred to in this report was disseminated on April 17, 2023 through Newswire and a copy has been filed under Galiano's profile on SEDAR.
Item 4: Summary of Material Change
On April 17, 2023, Galiano announced that it has changed its auditor from KPMG (the "Former Auditor") to Ernst & Young (the "Successor Auditor").
Item 5:
5.1 Full Description of Material Change
On April 17, 2023, Galiano announced that it has changed its auditor from KPMG (the "Former Auditor") to Ernst & Young (the "Successor Auditor").
The Former Auditor has resigned effective April 11, 2023. The board of directors of the Company (the "Board") have appointed the Successor Auditor effective April 11, 2023. The Company is grateful to KPMG for its past services to the Company.
There were no reservations in the Former Auditor's reports on any of the Company's audited financial statements, and no reportable events between the Company and the Former Auditor.
In accordance with National Instrument 51-102, the Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor (collectively, the "Reporting Package"), has been reviewed and approved by the Board, and the Reporting Package has been filed on SEDAR.
5.2 Disclosure for Restructuring Transaction
Not applicable.
Item 6: Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7: Omitted Information
Not applicable.
Item 8: Executive Officer
For further information, please contact Krista Muhr, Investor Relations Advisor of Galiano, at [email protected] or 1-778-239-0446 or toll-free at 1-855-246-7341.
Item 9: Date of Report
April 17, 2023
Galiano Gold Inc.: Exhibit 99.3 - Filed by newsfilecorp.com
TO: British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
Ontario Securities Commission
Nova Scotia Securities Commission
New Brunswick Securities Commission
Prince Edward Island Securities Office
Securities Commission of Newfoundland and Labrador
Northwest Territories Registrar of Securities
Yukon Registrar of Securities
Nunavut Registrar of Securities
NOTICE OF CHANGE OF AUDITORS
RE: Notice Regarding Change of Auditor pursuant to National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102")
Notice is hereby given pursuant to Section 4.11 of NI 51-102, of a change in the auditor for Galiano Gold Inc. (the "Company") from KPMG (the "Former Auditor") to Ernst & Young (the "Successor Auditor").
The Former Auditor has resigned effective April 11, 2023. The board of directors of the Company (the "Board") have appointed the Successor Auditor effective April 11, 2023. The Company is grateful to KPMG for its past services to the Company.
There have been no reservations contained in the Former Auditor's reports on any of the Company's audited financial statements, and no reportable events between the Company and the Former Auditor.
In accordance with NI 51-102, this Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor (collectively, the "Reporting Package"), has been reviewed and approved by the Board, and the Reporting Package has been filed on SEDAR.
GALIANO GOLD INC.
/s/ Matthew Freeman
Matthew Freeman, Chief Financial Officer
Dated April 11, 2023
1640-1066 West Hastings Street Vancouver, BC Canada V6E 3X1
T +1 604.683.8193 F +1 236.259.6066
galianogold.com
Galiano Gold Inc.: Exhibit 99.4 - Filed by newsfilecorp.com
| KPMG LLP<br>Chartered Professional Accountants<br>PO Box 10426 777 Dunsmuir Street<br>Vancouver BC V7Y 1K3<br>Canada | Telephone (604) 691-3000<br>Fax (604) 691-3031<br>Internet www.kpmg.ca |
|---|
To**:**
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
Ontario Securities Commission
Nova Scotia Securities Commission
New Brunswick Securities Commission
Prince Edward Island Securities Office
Securities Commission of Newfoundland and Labrador
Northwest Territories Registrar of Securities
Yukon Registrar of Securities
Nunavut Registrar of Securities
April 11, 2023
Dear Sir/Madam
Re: Notice of Change of Auditors of Galiano Gold Inc.
We have read the Notice of Galiano Gold Inc. dated April 11, 2023 and are in agreement with the statements contained in such Notice.
Yours very truly,
/s/ KPMG LLP
Chartered Professional Accountants
April 11, 2023
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.
Galiano Gold Inc.: Exhibit 99.5 - Filed by newsfilecorp.com
| Ernst & Young LLP<br>The Stack<br>1134 Melville St<br>Suite 1900<br>Vancouver,<br>BC V6E 4E5 | Tel: +1 604 891 8200<br>Fax: +1 604 643 5422<br>ey.com |
|---|
April 12, 2023
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
Ontario Securities Commission
Nova Scotia Securities Commission
New Brunswick Securities Commission
Prince Edward Island Securities Office
Securities Commission of Newfoundland and Labrador
Northwest Territories Registrar of Securities
Yukon Registrar of Securities
Nunavut Registrar of Securities
Dear Sirs/Mesdames:
Re: Galiano Gold Inc.
Change of Auditor Notice dated April 11, 2023
Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Change of Auditor Notice and confirm our agreement with the information contained in the Notice pertaining to our firm.
Yours sincerely,
/s/ Ernst & Young LLP
Chartered Professional Accountants