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 THESECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
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 12, 2025 |
| 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 12, 2025
Galiano Gold Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
GALIANO GOLD ANNOUNCES ANNUAL GENERAL MEETING VOTING RESULTS
Vancouver, British Columbia, June 12, 2025 - 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 12, 2025, 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 Eight
The resolution to fix the number of directors at eight was approved.
| Votes for | % Votes for | Votes Against | % Votes Against |
|---|---|---|---|
| 198,550,630 | 99.33 | 1,342,228 | 0.67 |
Election of Directors
The eight nominees listed in the Company's Management Information Circular dated May 2, 2025, were elected as directors of the Company.
| Director Name | Votes for | % Votes for | Votes Withheld | % Votes Withheld |
|---|---|---|---|---|
| Matt Badylak | 186,462,436 | 99.86 | 257,517 | 0.14 |
| Paul N. Wright | 186,342,030 | 99.80 | 377,923 | 0.20 |
| Judith Mosely | 186,425,162 | 99.84 | 294,791 | 0.16 |
| Dawn Moss | 186,381,671 | 99.82 | 338,282 | 0.18 |
| Greg Martin | 186,483,286 | 99.87 | 236,668 | 0.13 |
| Moira Smith | 186,422,315 | 99.84 | 297,639 | 0.16 |
| Navin Dyal | 186,409,508 | 99.83 | 310,446 | 0.17 |
| Lauren Roberts | 186,423,176 | 99.84 | 296,777 | 0.16 |
Appointment of Auditors - Ernst & Young LLP ("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 |
|---|---|---|---|
| 199,117,724 | 99.61 | 775,135 | 0.39 |
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 |
|---|---|---|---|
| 185,882,177 | 99.55 | 837,778 | 0.45 |
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.
Contact Information
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 12, 2025 (the "Meeting"). Attendance at the Meeting were nil shares represented and voted in person and 199,892,860 shares represented and voted by proxy for a total of 199,892,860 voting shares represented at the Meeting, being 77.62% of the outstanding shares. Voting results on the resolutions were as follows:
The number of directors was fixed at eight. Of the shares voted, 198,550,630 represented votes For (99.33%) and 1,342,228 represented votes Against (0.67%).
The following directors were elected, with the following voting results for each nominee:
| DIRECTOR | VOTES FOR | %<br>FOR | VOTESWITHHELD | %WITHHELD |
|---|---|---|---|---|
| Paul N. Wright | 186,342,030 | 99.80 | 377,923 | 0.20 |
| Judith Mosely | 186,425,162 | 99.84 | 294,791 | 0.16 |
| Dawn Moss | 186,381,671 | 99.82 | 338,282 | 0.18 |
| Greg Martin | 186,483,286 | 99.87 | 236,668 | 0.13 |
| Matt Badylak | 186,462,436 | 99.86 | 257,517 | 0.14 |
| Moira Smith | 186,422,315 | 99.84 | 297,639 | 0.16 |
| Navin Dyal | 186,409,508 | 99.83 | 310,446 | 0.17 |
| Lauren Roberts | 186,423,176 | 99.84 | 296,777 | 0.16 |
Ernst & Young LLP ("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, 199,117,724 represented votes For (99.61%) and 775,135 represented votes Withheld (0.39%).
A non-binding advisory resolution was approved, accepting the Company's approach to executive compensation. Of the shares voted, 185,882,177 represented votes For (99.55%) and 837,778 represented votes Against (0.45%).
There were 13,172,906 non-votes recorded (but not voted) on the resolutions to appoint Messrs. Martin, Smith and Dyal; 13,172,907 on the resolutions to appoint the remaining directors; the resolution to fix the number of directors had 2 non-votes; the resolution for the appointment of auditors had 1 non-vote; and the resolution for the advisory vote on executive compensation had 13,172,905 non-votes. Non-votes are discretionary votes given to a broker by a US beneficial holder not allowed under Canadian Securities Regulations.