GAU 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 June 2024
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 | Description |
|---|---|
| 99.1 | News release dated June 13, 2024 |
| 99.2 | Voting results report |
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: June 13, 2024
Galiano Gold Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
GALIANO GOLD ANNOUNCES ANNUAL GENERAL MEETING VOTING RESULTS
Vancouver, British Columbia, June 13, 2024, Galiano Gold Inc. ("Galiano" or the "Company") (TSX & NYSE American: GAU) announced today that all resolutions put to shareholders at the Company's Annual General Meeting (the "Meeting") held on June 13, 2024, were duly passed. The results for each of the matters voted upon at the Meeting are set out below:
Set the Number of Directors at Seven
The resolution to fix the number of directors at seven was approved.
| Votes for | % Votes for | Votes Against | % Votes Against |
|---|---|---|---|
| 186,204,478 | 99.31 | 1,290,646 | 0.69 |
Election of Directors
The seven nominees listed in the Company's Management Information Circular dated May 3, 2024, were elected as directors of the Company.
| Director Name | Votes for | % Votes for | Votes Withheld | % Votes Withheld |
|---|---|---|---|---|
| Matt Badylak | 172,503,173 | 99.86 | 233,309 | 0.14 |
| Paul N. Wright | 172,510,731 | 99.87 | 225,751 | 0.13 |
| Judith Mosely | 172,476,702 | 99.85 | 259,780 | 0.15 |
| Dawn Moss | 172,437,215 | 99.83 | 299,267 | 0.17 |
| Greg Martin | 172,497,171 | 99.86 | 239,311 | 0.14 |
| Moira Smith | 172,452,359 | 99.84 | 284,123 | 0.16 |
| Navin Dyal | 172,429,810 | 99.82 | 306,672 | 0.18 |
Appointment of Auditors - EY LLP
EY LLP was re-appointed as the auditor of the Company for the ensuing year, and the directors were authorized to fix the remuneration paid to EY LLP.
| Votes for | % Votes for | Votes Withheld | % Votes Withheld |
|---|---|---|---|
| 186,196,202 | 99.31 | 1,298,922 | 0.69 |
Advisory Vote on Executive Compensation
The non-binding advisory resolution accepting the Company's approach to executive compensation was approved.
| Votes for | % Votes for | Votes Against | % Votes Against |
|---|---|---|---|
| 172,120,771 | 99.64 | 615,705 | 0.36 |
A report on all matters voted on at the Meeting has been filed on www.sedarplus.ca.
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 owns the Asanko Gold Mine, which is located in Ghana, West Africa. 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
VOTING RESULTS REPORT Pursuant to Section 11.3 of National Instrument 51-102
OF
GALIANO GOLD INC. (the "Company")
The Company reports that the following matters were voted upon and passed by the Shareholders of the Company at the annual general meeting of the Company held on June 13, 2024 (the "Meeting"). Attendance at the Meeting were 30,000 Shares represented and voted in person and 187,495,125 Shares represented and voted by proxy for a total of 187,525,125 voting shares represented at the Meeting, being 73.79% of the outstanding shares. Voting results on the resolutions were as follows:
The number of directors was fixed at seven. Of the shares voted, 186,204,478 represented votes FOR (99.31%) and 1,290,646 represented votes AGAINST (0.69%).
The following directors were elected, with the following voting results for each nominee:
| DIRECTOR | VOTES FOR | % FOR | VOTESWITHHELD | %WITHHELD |
|---|---|---|---|---|
| Paul N. Wright | 172,510,731 | 99.87 | 225,751 | 0.13 |
| Judith Mosely | 172,476,702 | 99.85 | 259,780 | 0.15 |
| Dawn Moss | 172,437,215 | 99.83 | 299,267 | 0.17 |
| Greg Martin | 172,497,171 | 99.86 | 239,311 | 0.14 |
| Matt Badylak | 172,503,173 | 99.86 | 233,309 | 0.14 |
| Moira Smith | 172,452,359 | 99.84 | 284,123 | 0.16 |
| Navin Dyal | 172,429,810 | 99.82 | 306,672 | 0.18 |
EY LLP, Chartered Accountants, were reappointed auditor of the Company for the ensuing year and the directors were authorized to fix the remuneration paid to EY LLP. Of the Shares voted, 186,196,202 represented votes For (99.31%) and 1,298,922 represented votes Withheld (0.69%).
A non-binding advisory resolution was approved, accepting the Company's approach to executive compensation. Of the Shares voted, 172,120,771 represented votes For (99.64%) and 615,705 represented votes Against (0.36%).
There were 14,758,643 non-votes recorded (but not voted) on each resolution, except for the vote on the number of directors and appointment of auditors which both had 1 non-vote, and the advisory vote on executive compensation which had 14,758,649 non-votes. Non-votes are discretionary votes given to a broker by a US beneficial holder not allowed under Canadian Securities Regulations.