Galiano Gold Inc 40-F for FY2022
Galiano Gold Inc. (GAU)
About this 40-F
Galiano Gold Inc filed this 40-F on March 29, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $40.81M
- compared with a net loss of $68.88M a year earlier
- Diluted EPS
- $0.18
- compared with -$0.31 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OR
For the fiscal year ended
(Exact name of Registrant as specified in its charter)
|
|
1040 | Not Applicable | ||
| (Province or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code) |
(I.R.S. Employer Identification No.) |
||
(
(Address and telephone number of Registrant's principal executive offices)
United States
Tel: (
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Securities registered or to be registered pursuant to section 12(b) of the Act:
|
Title Of Each Class |
Trading Symbol(s) |
Name Of Each Exchange On Which Registered |
|
|
|
|
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
- 2 -
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
- 3 -
INTRODUCTORY INFORMATION
In this annual report, references to the "Company" or "Galiano" mean Galiano Gold Inc. and its subsidiaries, unless the context suggests otherwise. The company changed its name from Asanko Gold Inc. to Galiano Gold Inc. effective April 30, 2020.
Galiano is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 40-F pursuant to the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the "SEC") and Canadian securities regulators. The equity securities of the Company are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 of the Exchange Act.
Unless otherwise indicated, all amounts in this annual report are in US dollars and all references to "$" mean US dollars. Except as may be expressly indicated herein, information on the Company's website is not incorporated herein by reference.
PRINCIPAL DOCUMENTS
The following documents that are filed as exhibits 99.5, 99.6 and 99.7 to this annual report are incorporated by reference herein:
- the Company's Annual Information Form for the year ended December 31, 2022;
- the Company's Audited Consolidated Financial Statements for the years ended December 31, 2022 and 2021, and the notes thereto; and
- the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021.
The Company's Audited Consolidated Financial Statements that are incorporated by reference into this annual report have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB").
Our independent registered public accounting firm is KPMG LLP, Vancouver, British Columbia, Canada, Auditor Firm ID: 85.
FORWARD-LOOKING STATEMENTS
This annual report includes or incorporates by reference certain statements that constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this annual report and documents incorporated by reference herein and include statements regarding the Company's intent, belief or current expectation and that of the Company's officers and directors. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as "believe", "intend", "may", "will", "should", "plans", "anticipates", "believes", "potential", "intends", "expects" and other similar expressions.
Forward-looking statements include, but are not limited to, statements with respect to:
- 4 -
-
the future price of gold;
-
the operating plans for the Asanko Gold Mine ("AGM" under the joint venture arrangement ("JV") between the Company and Gold Fields;
-
the estimation of mineral reserves and mineral resources;
-
the timing and amount of estimated future production from the AGM, including production rates and gold recovery;
-
operating costs with respect to the operation of the AGM;
-
plans to re-start mining operations;
-
operating costs with respect to the operation of the AGM;
-
capital expenditures that are required to sustain and expand mining activities;
-
the timing, costs and project economics associated with the JV's development plans for the AGM;
-
estimates regarding the AGM's consumption of key reagents, consumables, critical spares and diesel fuel;
-
cost savings due to the initiative to review and improve the AGM's supply chain and procurement processes over the life of mine;
-
the availability of capital to fund the JV's expansion plans and to fund the Company's contributions to the JV's development plans;
-
any additional work programs to be undertaken by the Company;
-
longer-term costs savings and a more streamlined and efficient operation going forward resulting from a workforce restructuring;
-
interpretation of the metallurgical testing results received to date and alignment with the metallurgical recovery model;
-
the optimization of the AGM's plant performance;
-
performance of stockpiled ore above management's forecast;
-
the next stage of the Company's drilling efforts;
-
the timing of the development of new deposits;
-
the ability of the AGM to maintain current inventory levels;
-
the timing of the development of new deposits;
-
success of exploration activities;
-
permitting timelines;
- 5 -
-
hedging practices;
-
currency exchange rate fluctuations;
-
requirements for additional capital;
-
operating cash flows;
-
government regulation of mining operations;
-
environmental risks and remediation measures;
-
expected timing for implementation of the Global Industry Standard on Tailings Management;
-
advancement and implementation of the Company's climate change adaptation plan and related energy efficient initiatives;
-
alignment with International Council on Mining and Metals' Mining Principles;
-
unanticipated reclamation expenses;
-
changes in accounting policies;
-
higher mined grades than plant feed grades;
-
title disputes or claims; and
-
limitations on insurance coverage.
The timing or magnitude of the events implied by these forward-looking statements, are inherently risky and uncertain.
Key assumptions upon which the Company's forward-looking statements are based, include the following:
-
the ability of the AGM to continue to operate, produce and ship doré from the AGM site to be refined during COVID-19 or any other infectious disease outbreak;
-
the Company and Gold Fields will agree on the manner in which the JV will operate the AGM, including agreement on development plans and capital expenditures;
-
the price of gold will not decline significantly or for a protracted period of time;
-
the Company's ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions;
-
the global financial markets and general economic conditions will be stable and prosperous in the future;
-
the AGM will not experience any significant uninsured production disruptions that would materially affect revenues;
- 6 -
-
the ability of the JV and the Company to comply with applicable governmental regulations and standards;
-
the mining laws, tax laws and other laws in Ghana applicable to the AGM and the JV will not change, and there will be no imposition of additional exchange controls in Ghana;
-
the success of the JV and the Company in implementing its development strategies and achieving its business objectives;
-
the JV will have sufficient working capital necessary to sustain its operations on an ongoing basis and the Company will continue to have sufficient working capital to fund its operations and contributions to the JV; and
-
the key personnel of the Company and the JV will continue their employment.
The foregoing list of assumptions cannot be considered exhaustive.
Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. These assumptions should be considered carefully by readers.
Readers are advised to carefully review and consider the risk factors identified in the Company's Annual Information Form ("AIF") under the heading "Risk Factors" and in the other documents incorporated by reference herein for a discussion of the factors that could cause the Company's actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to:
-
the Company may not be able to restart mining activities at the AGM on the timeline currently anticipated, or at all;
-
the value of the JV's Mineral Reserves and Mineral Resources and the outlook for profitable mining from its operations is dependent on continued strong gold prices, and achieving planned production rates and LOM costs per ounce to mine and produce gold. Gold prices are historically volatile and gold can be subject to long periods of depressed prices;
-
the estimation of Mineral Reserves and Mineral Resources is a subjective process, the accuracy of which is a function of the quantity and quality of available data and the assumptions made and judgments used in the engineering and geological interpretation of that data and such assumptions and judgment, which may prove unreliable or mistaken. The JV's estimates of Mineral Reserves and Mineral Resources may be subject to revision based on various factors, some of which are beyond its control;
-
mining risks which affect all companies in the industry to different degrees include the impact and cost of compliance with environmental regulations and the actions of mining opposition groups, adverse changes in mining and reclamation laws and compliance with increasingly complex health and safety rules;
-
other general and specific risks detailed from time-to-time in the Company's quarterly filings, AIFs, annual reports and annual filings with Canadian securities regulators and the SEC and those which are discussed below; and
- the risk factors described in our AIF under the heading "Risk Factors" that is incorporated by reference into this annual report.
- 7 -
Readers are further cautioned that the foregoing list of assumptions and risk factors is not exhaustive and it is recommended that readers consult the more complete discussion of the Company's business, financial condition and prospects that is included in the Company's AIF, and in other documents incorporated by reference herein. The forward-looking statements contained in this annual report are made as of the date hereof and, accordingly, are subject to change after such date.
Although the Company believes that the assumptions on which the forward-looking statements are made are reasonable, based on the information available to the Company on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. The Company assumes no obligation to update or to publicly announce the results of any change to any of the forward-looking statements contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements, other than where a duty to update such information or provide further disclosure is imposed by applicable law, including applicable United States federal securities laws.
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATES OF RESERVES AND MEASURED, INDICATED AND INFERRED RESOURCES
Disclosure regarding the Company's mineral properties, including with respect to mineral reserve and mineral resource estimates included in this annual report, was prepared in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained in this annual report is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.
NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted to prepare the documents incorporated by reference in this annual report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company's consolidated financial statements are prepared in accordance with IFRS as issued by the IASB. IFRS differs in certain respects from U.S. GAAP and from practices prescribed by the SEC. Therefore, the Company's historic financial statements and the financial statements incorporated by reference in this annual report may not be comparable to financial statements prepared in accordance with U.S. GAAP.
CURRENCY
Unless otherwise indicated, all dollar amounts in this annual report are in United States dollars. The exchange rate of United States dollars into Canadian dollars on December 31, 2022, based upon the rate published by the Bank of Canada, was US$1.00 = CAD$1.3544. The exchange rate of United States dollars into Canadian dollars, on March 27, 2023, based upon the rate as published by the Bank of Canada, was US$1.00 = CAD$1.3682.
- 8 -
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are defined in Rule 13a-15(e) under the Exchange Act to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and includes, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective. See “13. Internal Control” of Exhibit 99.7, Management’s Discussion and Analysis of the Company.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued in 2013 by The Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2022. There have been no changes in the Company's internal control over financial reporting during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Management is responsible for designing, establishing and maintaining a system of internal control over financial reporting to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with IFRS as issued by the IASB. The Board of Directors is responsible for ensuring that management fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements. Management reviewed the results of their assessment with the Company's Audit Committee.
There are inherent limitations in the effectiveness of internal control over financial reporting, including the possibility that misstatements may not be prevented or detected. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Furthermore, the effectiveness of internal control can change with circumstances. The Company has paid particular attention to segregation of duties surrounding its internal control over financial reporting. However, "ideal" segregation of duties is not always feasible as the Company has limited staff resources. This risk is mitigated by management and Board review where appropriate. At the present time, the Company will continue to rely on review procedures to detect potential misstatements in reporting of material to the public.
The Company's management, including the CEO and CFO, believe that any internal control over financial reporting, including those systems determined to be effective and no matter how well conceived and operated, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the control system are met with respect to financial statement preparation and presentation. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
- 9 -
ATTESTATION REPORT OF
REGISTERED PUBLIC ACCOUNTING FIRM
The Company is an "emerging growth company", as defined in Section 3(a) of the Exchange Act, as amended by the Jumpstart Our Business Startups Act. Accordingly, it is not required to provide, and has not provided, an attestation report of the Company's independent registered public accounting firm on the Company's internal control over financial reporting as of December 31, 2022.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Company's Board of Directors has established a separately-designated Audit Committee of the Board in accordance with section 3(a)(58)(A) of the Exchange Act and section 802(B)(2) of the NYSE American Company Guide.
The Company's Audit Committee comprises three directors that the Board of Directors have determined are independent as determined under each of Rule 10A-3 under the Exchange Act and Section 803(A) of the NYSE American Company Guide and financially sophisticated:
• Greg Martin (Chair)
• Gordon Fretwell
• Judith Mosely
AUDIT COMMITTEE FINANCIAL EXPERT
The Company's Board of Directors has determined that Greg Martin, the Chair of the Audit Committee of the Board, is an audit committee financial expert (as that term is defined in Item 407 of Regulation S-K under the Exchange Act) and is independent, as that term is defined under the NYSE American Company Guide. The SEC has indicated that the designation of Greg Martin as an audit committee financial expert does not make him an "expert" for any purpose, impose any duties, obligations or liabilities on him that are greater than those imposed on members of the audit committee and the Board of Directors who do not carry this designation or affect the duties, obligations or liabilities of any other member of the Audit Committee or the Board of Directors.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The required disclosure is included under the heading "Audit Committee, Code of Ethics, Accountant Fees and Exemptions - Audit Fees" in Galiano's Annual Information Form for the fiscal year ended December 31, 2022, filed as Exhibit 99.5 to this Annual Report on Form 40-F.
- 10 -
The Company's Audit Committee of the Board has adopted a pre-approval policy. Under this policy, audit and permitted non-audit services will be presented to the Audit Committee of the Board for pre-approval. The Registrant did not rely on the de minimis exemption provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X in respect of the fees set out above.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
CASH REQUIREMENTS
The required disclosure is included under the headings "Liquidity and capital resources" and "Commitments" in Galiano's Management's Discussion and Analysis for the year ended December 31, 2022, filed as Exhibit 99.7 to this Annual Report on Form 40-F.
CODE OF BUSINESS CONDUCT AND ETHICS
Adoption of Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics within the meaning of Form 40-F (the "Code of Ethics") for all its directors, executive officers and employees. The text of the Code of Business Conduct and Ethics is posted on the Company's website at: https://www.galianogold.com/corporate/governance/default.aspx.
Amendments or Waivers
During the fiscal year ended December 31, 2022, the Company did not substantively amend, waive or implicitly waive any provision of the Code of Business Conduct and Ethics with respect to any of the directors, executive officers or employees subject to it.
If any amendment to the Code of Ethics is made, or if any waiver from the provisions thereof is granted, Galiano may elect to disclose the information about such amendment or waiver required by Form 40-F to be disclosed, by posting such disclosure on the Company's website, which may be accessed at www.galianogold.com.
NYSE AMERICAN STATEMENT OF GOVERNANCE DIFFERENCES
As a Canadian corporation listed on the NYSE American, the Company is not required to comply with most of the NYSE American corporate governance standards, so long as it complies with Canadian corporate governance practices. In order to claim such an exemption, however, the Company must disclose the significant difference between its corporate governance practices and those required to be followed by U.S. domestic companies under the NYSE American's corporate governance standards. The Company has included a description of such significant differences in corporate governance practices on its website, which may be accessed at www.galianogold.com.
- 11 -
MINE SAFETY DISCLOSURE
Not applicable.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Not applicable.
NOTICES PURSUANT TO REGULATION BTR
The Company did not send any notices required by Rule 104 of Regulation BTR during the year ended December 31, 2022 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
INCORPORATION BY REFERENCE
Exhibits 99.5, 99.6 and 99.7 to this annual report on Form 40-F for the year ended December 31, 2022 are incorporated by reference into the Registration Statement on Form F-10 (Commission File No. 333-268945) of the Company.
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company has previously filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file this annual report on Form 40-F arises.
Any change to the name or address of the Company's agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Company.
- 12 -
EXHIBITS
- 13 -
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 28, 2023 | GALIANO GOLD INC. | |
| By: | /s/ Matthew Freeman | |
| Matthew Freeman EVP & Chief Financial Officer |
||
Exhibit 99.1
CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Matt Badylak, President and Chief Executive Officer of Galiano Gold Inc., certify that:
(1) I have reviewed this annual report on Form 40-F of Galiano Gold Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
(4) The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
(c) evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
(5) The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
- 2 -
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: March 28, 2023
By: /s/ Matt Badylak
Name: Matt Badylak
Title: President and Chief Executive Officer
Exhibit 99.2
CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew Freeman, Executive Vice President and Chief Financial Officer of Galiano Gold Inc., certify that:
(1) I have reviewed this annual report on Form 40-F of Galiano Gold Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
(4) The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
(c) evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
(5) The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
- 2 -
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: March 28, 2023
By: /s/ Matthew Freeman
Name: Matthew Freeman
Title: Executive Vice President and Chief Financial Officer
Exhibit 99.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Matt Badylak, President and Chief Executive Officer of Galiano Gold Inc. (the "Company"), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(i) the annual report on Form 40-F of the Company for the fiscal year ended December 31, 2022 (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Matt Badylak |
|
| Name: | Matt Badylak | |
| Title: | President and Chief Executive Officer | |
| Date: | March 28, 2023 |
Exhibit 99.4
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew Freeman, Executive Vice President and Chief Financial Officer of Galiano Gold Inc. (the "Company"), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(i) the annual report on Form 40-F of the Company for the fiscal year ended December 31, 2022 (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Matthew Freeman |
|
| Name: | Matthew Freeman | |
| Title: | Executive Vice President and Chief Financial Officer | |
| Date: | March 28, 2023 |
ANNUAL INFORMATION FORM
FOR THE YEAR ENDED DECEMBER 31, 2022
DATED AS OF MARCH 28, 2023
SUITE 1640 - 1066 WEST HASTINGS STREET
VANCOUVER, BRITISH COLUMBIA
V6E 3X1
TABLE OF CONTENTS
PRELIMINARY NOTES
In this Annual Information Form (the "AIF"):
(i) references to the "Company" or "Galiano" mean Galiano Gold Inc. and its subsidiaries, unless the context requires otherwise;
(ii) references to the "AGM" mean the Asanko Gold Mine in which the Company owns a 45% interest through a 50:50 joint venture arrangement (the "JV") with a subsidiary of Gold Fields Limited ("Gold Fields");
(iii) the Company uses the United States dollar as its reporting currency and, unless otherwise specified, all dollar amounts are expressed in United States dollars and any references to "$" mean United States dollars and any references to "C$" mean Canadian dollars;
(iv) the Company's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board;
(v) all figures and descriptions as they relate to the JV are on a 100% basis, unless otherwise indicated;
(vi) production results are in metric units, unless otherwise indicated; and
(vii) all information in this AIF is as of December 31, 2022, unless otherwise indicated.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
The Company cautions readers regarding forward-looking statements found in this AIF and in any other statement made by, or on the 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 AIF. 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:
-
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;
-
plans to re-start mining operations;
-
operating costs with respect to the operation of the AGM;
-
capital expenditures that are required to sustain and expand mining activities;
-
the timing, costs and project economics associated with the JV's development plans for the AGM;
-
estimates regarding the AGM's consumption of key reagents, consumables, critical spares and diesel fuel;
-
cost savings due to the initiative to review and improve the AGM's supply chain and procurement processes over the life of mine;
-
the availability of capital to fund the JV's expansion plans and to fund the Company's contributions to the JV's development plans;
-
any additional work programs to be undertaken by the Company;
-
longer‐term costs savings and a more streamlined and efficient operation going forward resulting from a workforce restructuring;
-
interpretation of the metallurgical testing results received to date and alignment with the metallurgical recovery model;
-
the optimization of the AGM's plant performance;
-
performance of stockpiled ore above management's forecast;
-
the next stage of the Company's drilling efforts;
-
the timing of the development of new deposits;
-
the ability of the AGM to maintain current inventory levels;
-
the timing of the development of new deposits;
-
success of exploration activities;
-
permitting timelines;
-
hedging practices;
-
currency exchange rate fluctuations;
-
requirements for additional capital;
-
operating cash flows;
-
government regulation of mining operations;
-
environmental risks and remediation measures;
-
expected timing for implementation of the Global Industry Standard on Tailings Management;
-
advancement and implementation of the Company's climate change adaptation plan and related energy efficient initiatives;
-
alignment with International Council on Mining and Metals' Mining Principles;
-
unanticipated reclamation expenses;
-
changes in accounting policies;
-
higher mined grades than plant feed grades;
-
title disputes or claims; and
-
limitations on insurance coverage.
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 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 ("LOM") estimates are based on a number of factors and assumptions and may prove to be incorrect;
-
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;
-
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;
-
the outbreak of COVID-19 ("COVID-19") has had 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 (as defined herein);
-
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 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;
-
Company 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;
-
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 JV 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;
-
risks related to information systems security threats;
-
the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions; and
-
the Common Shares (as defined herein) may experience price and trading volume volatility;
-
the Company has never paid dividends and does not expect to do so in the foreseeable future;
-
shareholders of the Company may be unable to sell significant quantities of Common Shares (as defined herein) into the public trading markets without a significant reduction in the price of their Common Shares, or at all; and
-
the risk factors described under the heading "Risk Factors" in, or incorporated by reference in, this 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 AIF include, among others:
-
the ability of the AGM to continue to operate, produce and ship doré from the AGM site to be refined during COVID-19 or any other infectious disease outbreak;
-
the Company and Gold Fields will agree on the manner in which the JV will operate the AGM, including agreement on development plans and capital expenditures;
-
the price of gold will not decline significantly or for a protracted period of time;
-
the Company's ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions;
-
the global financial markets and general economic conditions will be stable and prosperous in the future;
-
the AGM will not experience any significant uninsured production disruptions that would materially affect revenues;
-
the ability of the JV and the Company to comply with applicable governmental regulations and standards;
-
the mining laws, tax laws and other laws in Ghana applicable to the AGM and the JV will not change, and there will be no imposition of additional exchange controls in Ghana;
-
the success of the JV and the Company in implementing its development strategies and achieving its business objectives;
-
the JV will have sufficient working capital necessary to sustain its operations on an ongoing basis and the Company will continue to have sufficient working capital to fund its operations and contributions to the JV; and
-
the key personnel of the Company and the JV will continue their employment.
The foregoing list of assumptions cannot be considered exhaustive.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. All factors including the risk factors contained in this AIF should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company undertakes no obligation to update forward-looking information if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law.
GLOSSARY
The Company uses the following defined terms in this AIF:
|
2023 Technical Report |
The technical report entitled the "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana", effective as of December 31, 2022, filed on SEDAR on March 28, 2023. |
|
AGA |
Anglogold Ashanti. |
|
AGGL |
Asanko Gold Ghana Ltd., a 45% owned Ghanaian affiliate of Galiano. Gold Fields acquired a 45% interest in AGGL effective July 31, 2018, while the Government of Ghana has a 10% free-carried interest in AGGL under Section 8 of the Ghanaian Mining Act. |
|
AGM |
The Asanko Gold Mine located in Ghana, West Africa. The AGM is also known as the "Project". The Company's 45% net interest in the AGM is held through a 50:50 JV with Gold Fields, with the Government of Ghana holding a 10% free-carried interest. |
|
AIF |
Annual Information Form. |
|
AISC |
All-in-sustaining costs. |
|
AISC/oz (all-in sustaining cost per ounce of gold) |
This is a non-IFRS financial measurement which the Company has adopted using World Gold Council's guidance for calculation of this number. All-in sustaining costs ("AISC") include total cash costs, overhead expenses, sustaining capital expenditure, capitalized sustaining stripping costs, reclamation cost accretion, and lease payments and interest expense on the JV's mining and service lease agreements for each ounce of gold sold. AISC/oz is intended to assist the comparability of the operations of the JV and Company with those of other gold producers who disclose operating results using the same or similar guidance standards. See "Non-IFRS Measures". |
|
ATM |
At-the-market offering. |
|
Au |
Chemical symbol for gold. |
|
BCBCA |
Business Corporations Act (British Columbia). |
|
C |
Chemical symbol for carbon. |
|
C$ |
Canadian dollars. |
|
Carbon-in-leach process or "CIL" |
A process used to recover dissolved gold inside a cyanide leach circuit. Coarse activated carbon particles are introduced in the leaching circuit and are moved counter-current to the slurry, adsorbing dissolved gold in solution as they pass through the circuit. Loaded carbon is removed from the slurry by screening. Gold is recovered from the loaded carbon by stripping in a caustic cyanide solution followed by electrolysis. CIL is a process similar to CIP (carbon-in-pulp) except that the gold leaching and the gold adsorption are done simultaneously in the same stage compared with CIP where the gold-adsorption stage follows the gold-leaching stage. |
|
CCVRA |
Climate Change Vulnerability Risk Assessment. |
|
CGU |
Cash-generating unit. |
|
CIL |
Carbon-in-leach. |
|
CIM Council |
Canadian Institute of Mining, Metallurgy and Petroleum. |
|
CIM Definition Standards |
CIM Definition Standards on mineral resources and reserves. |
|
CNWAD |
Weak acid dissociable, often used with reference to cyanide concentrate. |
|
Combination Agreement |
The Combination Agreement among the Company (and certain of its affiliates) and Gold Fields (and certain of its affiliates), dated March 29, 2018, providing for the sale to Gold Fields of its 45% interest in the AGM. |
|
Common Shares |
Common shares in the capital of the Company. |
|
concentrate |
A product containing the valuable metal and from which most of the waste material in the ore has been eliminated. |
|
COS |
Crushed ore stockpile. |
|
CSA |
CSA Global Pty Ltd., a geological, mining and management consulting company operating in numerous prominent mining jurisdictions. |
|
cut-off grade |
The lowest grade of mineralized material considered economic; used in the estimation of mineral reserves in a given deposit. |
|
Cyanide Code or "ICMC" |
International Cyanide Management Code for the Manufacture, Transport and Use of Cyanide in the Production of Gold. |
|
depletion |
The decrease in quantity of mineral reserves in a deposit or property resulting from extraction or production during a particular period. |
|
dilution |
An estimate of the amount of waste or low-grade mineralized rock which will be mined with the ore as part of normal mining practices in extracting an ore body. |
|
DSFA |
The Definitive Senior Facilities Agreement with Red Kite, which was fully drawn for a total of $150 million plus $13.9 million in unpaid interest that was accrued up to May 2016. The DSFA was fully repaid on July 31, 2018 upon the completion of the JV Transaction with Gold Fields. |
|
Eldorado |
Eldorado Gold Corporation. |
|
EPA |
The Ghanaian Environmental Protection Agency. |
|
ESIA |
Environmental and Social Impact Assessment. |
|
Exchange Act |
The United States Securities Exchange Act of 1934, as amended. |
|
FVLCS |
Fair value less cost to sell. |
|
g/t Au |
Reference to ore grade in terms of grams of gold per tonne (1 g/t is equivalent to one part per million). |
|
Galiano or the "Company" |
Galiano Gold Inc. and its subsidiaries. |
|
GC |
Grade control. |
|
Ghana |
The Republic of Ghana. |
|
Ghanaian Mining Act |
The Ghanaian Minerals and Mining Act of 2006. |
|
Gold Fields |
Gold Fields Limited, the ultimate parent of the affiliates which own a 45% net interest in the AGM and also holds a 9.9% equity interest in Galiano. |
|
grade |
The relative quantity or percentage of metal or mineral content. |
|
hedge |
A risk management technique used to manage commodity price, interest rate, foreign currency exchange or other exposures arising from regular business transactions. |
|
hedging |
The current purchase or sale of a future interest in a commodity made to secure or protect the future price of a commodity as revenue or cost and secure cash flows. |
|
IFRS |
International Financial Reporting Standards. |
|
IP |
Induced Potential. |
|
IT |
Information technology. |
|
JV |
The Asanko Gold Mine Joint Venture, a 50:50 joint arrangement with Gold Fields within which the AGM is owned and operated. The Company is currently the manager and operator of the JV and has a 45% economic interest in the JV, with Gold Fields also currently holding a 45% economic interest and the remaining 10% representing the government of Ghana's free-carried interest. |
|
JVA |
The Joint Venture Agreement that governs the management of the JV, effective July 31, 2018. |
|
JV Companies |
AGGL, Adansi and JV Finco. |
|
JV Finco |
Shika Group Finance Limited. |
|
JV Transaction |
The combination agreement and other definitive agreements with Gold Fields for the formation of the JV for the AGM. |
|
Leapfrog |
Leapfrog Geo software. |
|
Lignol |
Lignol Energy Corp. |
|
LOM |
Life of mine. |
|
MD&A |
Management's Discussion & Analysis. |
|
MOP |
Mine Operating Permits. |
|
Moz |
Million ounces. |
|
MRE |
Mineral resource estimate. |
|
Mt |
Million tonnes. |
|
Mtpa |
Mt per annum. |
|
NCIB |
A Normal Course Issuer Bid. |
|
NI 43-101 |
National Instrument 43-101 - Standards of Disclosure for Mineral Projects, as adopted by the Canadian Securities Administrators. |
|
Nordic |
Nordic Mines AB. |
|
NPV |
Net present value, the value of projected future cash flow streams discounted to reach a present value. |
|
NSR |
Net smelter returns, a proxy for the value to be received from refined minerals produced and shipped from the AGM. |
|
NYSE American |
The NYSE American, formerly known as the NYSE MKT and prior to that the NYSE Amex. |
|
OC |
Organic carbon. |
|
OK |
Ordinary Kriging. |
|
ounce |
Refers to one troy ounce ("oz"), which is equal to 31.1035 grams. |
|
Participating Groups |
Joint venture relationships between Galiano and Gold Fields. |
|
Phase 1 |
The construction of a 3 Mtpa CIL ore processing facility and bringing the first pit, Nkran, into production. |
|
PMI |
PMI Gold Corp. which was acquired by Galiano in 2014 and which previously developed the Obotan deposit. |
|
Project |
The Asanko Gold Mine, also known as the "AGM". |
|
Prospectus |
Final short form base shelf prospectus filed on December 21, 2022. |
|
Q |
Refers to a fiscal quarter. |
|
Qtz |
Quartz. |
|
Qualified Person or "QP" |
An individual who is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geosciences, or engineering, relating to mineral exploration or mining who has at least five years of experience in mineral exploration, mine development or operation, or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice, and who has experience relevant to the subject matter of the mineral project or technical report, and who is in good standing with a professional association, as more fully described in NI 43-101. |
|
QV |
Quartz veins. |
|
RC |
Reverse circulation (a method of drilling). |
|
recovery |
The proportion of valuable material obtained during mining or processing, generally expressed as a percentage of the material recovered compared to the total material present. |
|
Red Kite |
A special purpose lending vehicle of RK Mine Finance Trust I, the counterparty to the DSFA. |
|
Resolute |
Resolute Mining Limited. |
|
Rights Plan |
Shareholders Rights Plan Agreement between the Company and Computershare Investor Services Inc., as Rights Agent dated as of May 24, 2016. |
|
RMB |
Rand Merchant Bank. |
|
ROM |
Run of mine. |
|
royalty |
Cash payment or physical payment (in-kind) generally expressed as a percentage of NSR or mine production. |
|
S |
Chemical symbol for sulphur. |
|
SAG |
Semi-autogenous grinding (ore is tumbled to smash against itself). |
|
SEDAR |
System for Electronic Document Analysis and Retrieval available on the Internet at www.sedar.com (the Canadian securities regulatory filings website). |
|
SEC |
The United States Securities and Exchange Commission. |
|
SGS |
Sequential gaussian simulation. |
|
SRK |
SRK Consulting Inc., a geological, mining and management consulting company operating in numerous prominent mining jurisdictions. |
|
SSR Mining |
SSR Mining Inc. |
|
SO2 |
Sulfur dioxide. |
|
SOX |
Sarbanes-Oxley Act. |
|
stripping |
In mining, the process of removing overburden or waste rock to expose ore. |
|
tailings |
The material that remains after metals or minerals considered economic have been removed from ore during processing. |
|
Tailings Storage Facility or TSF |
A containment area used to deposit tailings from milling. |
|
tonne |
Commonly referred to as the metric ton in the United States, is a metric unit of mass equal to 1,000 kilograms; it is equivalent to approximately 2,204.6 pounds, 1.102 short tons (US) or 0.984 long tons (imperial). |
|
TSX |
Toronto Stock Exchange. |
|
U.S. Securities Act |
The United States Securities Act of 1933, as amended. |
|
volatility |
Propensity for variability. A market or share is considered volatile when it records rapid variations in trading volume and/or price. |
|
VTEM |
Versatile Time Domain Electromagnetic geochemistry anomalies. |
|
WSF |
Waste storage facilities. |
GLOSSARY OF CERTAIN TECHNICAL TERMS
As a Canadian issuer, we are required to comply with reporting standards in Canada that require that we make disclosure regarding our mineral properties, including any estimates of mineral reserves and resources, in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all resource estimates contained in or incorporated by reference in this AIF have been prepared in accordance with NI 43-101.
This AIF uses the certain technical terms presented below as they are defined in accordance with the CIM Definition Standards on mineral resources and reserves (the "CIM Definition Standards") adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM Council"), as required by NI 43-101. The following definitions are reproduced from the latest version of the CIM Standards, which were adopted by the CIM Council on May 10, 2014:
|
feasibility study |
A comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable modifying factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the Project. The confidence level of the study will be higher than that of a pre-feasibility study. |
|
Indicated Mineral Resource |
That part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a probable mineral reserve. |
|
Inferred Mineral Resource |
That part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and may not be converted to a mineral reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. |
|
Measured Mineral Resource |
That part of a mineral resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a proven mineral reserve or to a probable mineral reserve. |
|
mineral reserve |
The economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of modifying factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which mineral reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a mineral reserve must be demonstrated by a pre-feasibility study or feasibility study. |
|
mineral resource |
A concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. |
|
modifying factors |
Considerations used to convert mineral resources to mineral reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors. |
|
pre-feasibility study |
A comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the modifying factors and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the mineral resource may be converted to a mineral reserve at the time of reporting. A pre-feasibility study is at a lower confidence level than a feasibility study. |
|
probable mineral reserve |
The economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the modifying factors applying to a probable mineral reserve is lower than that applying to a proven mineral reserve. |
|
proven mineral reserve |
The economically mineable part of a Measured Mineral Resource. A proven mineral reserve implies a high degree of confidence in the modifying factors. |
CAUTIONARY NOTE TO US INVESTORS REGARDING DISCLOSURE OF RESOURCE ESTIMATES
Disclosure regarding the Company's mineral properties, including with respect to mineral reserve and mineral resource estimates included in this AIF, was prepared in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained in this AIF is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.
CORPORATE STRUCTURE
Name, Address and Incorporation
The Company was incorporated on September 23, 1999 under the BCBCA. The Company completed the acquisition of PMI Gold Corporation ("PMI") on February 6, 2014 by way of a court approved plan of arrangement transaction. The Company changed its corporate name to Galiano Gold Inc. effective April 30, 2020.
The Company's principal business activity is the operation of the AGM through the JV associated with the Company's 45% equity interest in the AGM and exploration and development of the JV's mineral property interests, located on the Asankrangwa gold belt in Ghana. In addition to its interest in the AGM, the Company holds the 100% owned Asumura property in Ghana.
The Company's common shares ("Common Shares") trade in Canada on the TSX and in the United States on the NYSE American, each under the symbol "GAU". The Company is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut. The Company's Common Shares are registered under Section 12(b) of the Exchange Act.
The Company's registered and records office is located at Suite 2600, Three Bentall Centre, 595 Burrard Street, P.O. Box 49314, Vancouver, British Columbia, V7X 1L3. The Company's Canadian head office is located at Suite 1640 - 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1.
Inter-corporate Relationships
The Company had the following interests in affiliates and subsidiaries as at December 31, 2022:
|
Affiliate name |
Jurisdiction |
Interest |
|
Asanko Gold Ghana Ltd. |
Ghana |
45% |
|
Adansi Gold Company (GH) Ltd. |
Ghana |
50% |
|
Asanko Gold Exploration (Ghana) Ltd. |
Ghana |
100% |
|
Shika Group Finance Limited ("JV Finco") |
Isle of Man |
50% |
|
Galiano Gold South Africa (PTY) Ltd. |
South Africa |
100% |
|
Galiano International (Isle of Man) Ltd. |
Isle of Man |
100% |
|
Galiano Gold (Isle of Man) Ltd. |
Isle of Man |
100% |
|
BUK West Africa Limited |
United Kingdom |
100% |
|
Galiano Gold Exploration Mali SARL |
Mali |
100% |
The Company's inter-corporate relationships with its subsidiaries and affiliates as at December 31, 2022 are illustrated in the chart below:
DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS
Summary
The Company is Canadian-incorporated and headquartered. The Company's vision is focused on building a sustainable business capable of long-term value creation for its stakeholders through a combination of exploration, accretive acquisitions and the disciplined deployment of its financial resources.
The Company's principal asset is its interest in the JV, which owns the AGM located in Ghana, West Africa. The Company holds its 45% interest in the AGM through a 50:50 joint venture arrangement stemming from the completion of the JV formation transaction on July 31, 2018. The Company is the operator and manager of the JV. The AGM consists of four main open-pit mining areas: Abore, Miradani North, Nkran and Esaase. The mine has been developed in phases. The first phase comprised the construction of a 3 Mtpa CIL ore processing facility and bringing the first pit, Nkran, into production ("Phase 1"). Phase 1 was financed in part by a DSFA with Red Kite in the amount of $150.0 million plus $13.9 million in unpaid interest. The second phase comprised bringing the Esaase pit into production and increasing the capacity of the processing plant to 5.4Mtpa. Gold production commenced in January 2016, commencement of commercial production was declared on April 1, 2016, and the operation reached steady‐state production levels by the end of the second quarter of 2016, which continued through 2022.
On March 29, 2022, the Company announced that it would be temporarily deferring mining operations and transitioning to processing existing stockpiles, while technical work to support a mineral reserve at the AGM was ongoing. Mining continued at Akwasiso Cut 3 and Esaase Cut 3 until their depletion later in 2022. The process plant continued to operate at full capacity (5.8 Mtpa) throughout the year, processing a portion of the existing 9.5 Mt of stockpiles to supplement periods when mined material was unavailable.
On February 22, 2023, the Company announced the results of an independent Feasibility Study for the AGM, which included the reinstatement of mineral reserves. The independent Feasibility Study formed the basis of a new LOM plan for the AGM, the details of which were published in the AGM's 2023 Technical Report filed on March 28, 2023. The new LOM plan outlines a mine life of 8.5 years, averaging gold production of 217,000 ounces per year, with an after tax NPV of $343 million (using a 5% discount rate and gold price of $1,700/oz).
Fiscal 2020 (Year ended December 31, 2020)
During the first half of 2020, Cut 2 of the higher-grade Nkran deposit was depleted as planned and operations at the AGM shifted to Esaase and Akwasiso as the main ore sources.
The higher-grade yield from Nkran, combined with the supportive gold price environment prevailing in 2020, allowed the JV to return $75.0 million to the JV partners ($37.5 million to each of Galiano and Gold Fields, respectively).
During 2020, the Company also announced its focused exploration strategy for the AGM, aimed at improving the JV's five-year business plan
Five targets were identified for further exploration work that management believed at that time had the potential to replace depletion:
-
Nkran South - located 1.3km south of the Nkran pit, which targeted extensions to mineralization identified in soil and Versatile Time Domain Electromagnetic ("VTEM") geochemistry anomalies.
-
Akwasiso - located 5km northeast of the processing plant, which targeted extensions of the ore body to the north and south as well as upgrading of inferred resources.
-
Abore - located 13km north of the processing plant on the Esaase haul road, targeting upgrading of inferred resources and extensions to the ore body to the north and south.
-
Midras South - located 5km south west of the processing plant, previously explored in 2015 and 2017 with no stated resources, which targeted the definition of the ore body as well as extensions to the south and at depth.
-
Adubiaso - located 5km northwest of the processing plant, which targeted the upgrading of inferred resources.
Additionally, four high priority targets that are in close proximity to the processing plant and are believed by management to be capable of being augmented into the mine plan from 2023 onwards were identified for further exploration.
-
Miradani Central - located along trend and approximately 2km southwest of Tontokrom, previous trenching by the prior operator indicated multiple wide zones of mineralization.
-
Kaniago West - located 6km northwest of the processing plant, a 5,000 meter drill program was completed by the previous operator. The 2020 program targeted resource definition of the target with extensions along strike and at depth.
-
Mepease - located 8km southwest of the processing plant, Central West concessions host a cluster of targets with a 10,000 meter drill program.
-
Mirdani North - located 10km southwest of the processing plant, drilled in 2019. Prior small scale mining operations have left a shallow pit, approximately 400m x 150m with known mineralization extending at depth and along strike.
In accordance with this strategy, during 2020, the Company completed exploration programs at Abore, Nkran Cut 3, Akwasiso and Miradani North. For more details on the exploration results from the programs undertaken in 2020 please refer to the MD&A for the year ended December 31, 2020, which is filed on the Company's profile at www.sedar.com.
On April 30, 2020, Paul Wright was appointed as Chair of the Board, following the resignation of Colin Steyn.
On April 30, 2020, the shareholders of the Company approved amendments to the Company's Articles of Incorporation, including a name change from Asanko Gold Inc. to Galiano Gold Inc., and on May 4, 2020, the Company commenced trading under the symbol "GAU" on both the TSX and the NYSE American.
During Q2 2020, the Company filed a preliminary base shelf prospectus and subsequently filed a prospectus supplement qualifying an at-the-market offering ("ATM") of up to $50 million. No Common Shares were issued under the ATM upon its expiry in 2022.
On July 30, 2020, the Company's then Executive Vice President and Chief Operating Officer, Mr. Joe Zvaipa passed away from complications related to COVID-19.
On August 17, 2020, the Company announced that Mr. Matt Badylak had been appointed Executive Vice President and Chief Operating Officer. Following the appointment of Mr. Badylak, the Company initiated a process whereby the majority of the Company's technical services have been systematically migrated from the Company's Johannesburg office to Vancouver, which completed on Feb 28, 2021.
During 2020, the Company repurchased and cancelled 2,758,063 Common Shares for $2.3 million (average acquisition price of $0.83 per share) under the NCIB program that was initiated in 2019.
During 2020, the AGM produced 249,904 ounces of gold, exceeding the upper end of 2020 production guidance of 225,000‐245,000 ounces, at an AISC/oz of $1,115 (below revised guidance as of Q3 2020 of $1,150/oz).
During the year ended December 31, 2020, the AGM sold 243,807 ounces of gold at an average realized gold price of $1,711/oz for gold proceeds of $417.2 million. Revenues of $418.1 million also included $0.9 million of by-product revenue.
Fiscal 2021 (Year ended December 31, 2021)
On February 25, 2022, the Company reported detecting an increase in gold grades in tailings product leaving the processing facility at the AGM. The assays indicated total gold grades of approximately 0.40g/t in tailings product, which is higher than the historic and expected total gold grade in tailings of approximately 0.10g/t. Consequently, gold recovery was negatively impacted. The technical report entitled "NI 43-101 Technical Report for the Asanko Gold Mine, Ghana (Amended and Restated)", effective as of December 31, 2019, filed on SEDAR on June 11, 2020, described areas of the Esaase pit that were expected to yield lower recovery, and it was expected that material mined from these areas were causing the lower recovery. However, given the volume and consistency of the material yielding lower recovery, the Company worked to better understand the cause(s), magnitude and impact of the observed lower recovery. The Company initiated a work program designed to ascertain the cause of the elevated grade in the tailings product. See "Fiscal 2022" year summary for the outcomes of this work.
In technical report entitled "NI 43-101 Technical Report for the Asanko Gold Mine, Ashanti Region, Ghana", effective as of February 28, 2022, filed on SEDAR on March 29, 2022, the AGM was not in a position to declare mineral reserves as a result of the metallurgical uncertainty of the material mined from Esaase (as described above), and the Company considered this to represent an indicator of impairment of the mineral properties, plant and equipment ("MPP&E") of the AGM. Accordingly, the Company assessed the recoverable amount of the AGM, and determined that the carrying value of the AGM's single cash generating unit exceeded its fair value, and an impairment charge of $153.2 million was recognized for the year ended December 31, 2021 (the Company's share of which was $68.9 million). In addition, as a result of lower expected recovery, the AGM also recorded a $22.8 million write-down of stockpile inventory to net realizable value.
The Company recorded its share of the AGM's net losses for the year ended December 31, 2021 of $51.5 million, which reduced the carrying value of the Company's investment in the AGM JV to $7.6 million as at December 31, 2021. Furthermore, the value attributed to the Company's preference shares was $72.4 million (compared to the par value of $132.4 million) as at December 31, 2021.
The Company's management considered that the above noted impairment considerations identified at the JV level were also applicable to the carrying value of the Company's equity investment in the AGM JV. When considering the capital structure of the JV, specifically the face value of the preference shares, management concluded that the fair value attributed to the preference shares was indicative that no additional value would be available to equity interests in the JV. Accordingly, management estimated the recoverable amount of the Company's equity investment in the JV to be nil at December 31, 2021 and as a result recognized an impairment charge of $7.6 million for the year ended December 31, 2021.
During 2021, the company continued to focus on the operation of the AGM, sourcing the majority of its ore from the Esaase deposit, with additional mining commencing at Akwasiso Cut 3. Despite under performance of the mine, a positive gold price environment enabled the JV to return $5 million to the Company.
During 2021, the AGM produced 210,241 ounces of gold, below revised production guidance of 215,000‐220,000 ounces, at an AISC/oz of $1,431 (in line with revised guidance as of Q3 2021 of $1,350 - $1,450/oz). The AGM sold 216,076 ounces of gold at an average realized gold price of $1,767/oz for gold proceeds of $381.7 million. Revenues of $382.4 million also included $0.7 million of by-product revenue.
At the AGM the following exploration programs were undertaken during the year to evaluate the current and potential mineralization of each project to improve the mineral resource estimate and to assess the broader potential of each project.
-
Dynamite Hill Extension - During 2021, 30 holes were completed totaling 6,110m
-
Miradani North - located 10km south-west of the processing plant and was initially drilled in 2019 with no stated resources. Prior small-scale mining operations have left a shallow pit, approximately 400m x 150m with detected mineralization extending at depth and along strike. Phase 3 drilling was completed in Q2 2021, with 19,609m completed in 83 holes over three phases of drilling from Q1 2019 to Q2 2021.
-
Abore - located 13km north of the processing plant along the Esaase haul road. Drill holes were designed to upgrade existing resources and extensions to the ore body to the north and south. During 2021, 39 holes were completed with 5,458m drilled at Abore North and West, with the intent of fully testing the mineralization to the north and west. Mineralization remains open to testing at depth, with several high-grade shoots identified during drilling, plunging steeply to the north.
-
Midras South - located 5km southwest of the processing plant, previously explored in 2015 and 2017 and currently has no stated resources. During 2021, 19 holes were completed totaling 3,724m.
-
Kaniago West - located 5km northwest of the processing plant and previously explored by the predecessor owner. During the year, 27 holes were completed for a total 4,508m.
For more details on the exploration results from the programs undertaken in 2021 please refer to the MD&A for the year ended December 31, 2021, available on the Company's profile at www.sedar.com.
On July 1, 2021, the AGM received its full Cyanide Code Certification after completion of an independent third-party cyanide management audit. The AGM has aligned its approach to cyanide management at all operations with the International Cyanide Management Code for the Manufacture, Transport and Use of Cyanide in the Production of Gold (the "Cyanide Code"), which is recognized as an international best practice.
During Q2 2021, the Company announced that Greg McCunn had stepped down as CEO and as a director of the Company. Matt Badylak, the Company's COO, was appointed to the position of CEO and also joined the Company's Board of Directors.
During Q3 2021, the Company appointed Ms. Dawn Moss to the Board of Directors as a Non-Executive Director effective September 15, 2021. Ms. Moss is a senior mining executive with more than 25 years of leadership experience with publicly traded companies on the TSX and the NYSE.
Fiscal 2022 (Year ended December 31, 2022) and events in 2023 to date
On February 25, 2022, the Company reported that the AGM experienced lower than expected recoveries in Q1 2022 (as described above). Subsequent to the announcement, an extensive drilling campaign was completed to provide representative samples for metallurgical testing. On September 29, 2022, the Company announced that metallurgical test work has been completed by an independent third party consisting of lab scale carbon-in-leach bottle roll tests conducted on a total of 8 bulk composites derived from mineralized drill core increments from the metallurgical drilling campaign. The composites were selected to represent variations in lithological domains, oxidation states, visually logged carbon and gold grade. Overall weighted average gold recoveries of 87% were achieved for the Esaase deposit. These results support past test work and are in-line with metallurgical recoveries previously assigned to the Esaase deposit.
On March 29, 2022, the Company announced that it planned to temporarily defer mining operations at the AGM and to transition to processing existing stockpiles while technical work to support a mineral reserve at the AGM is ongoing. Mining was to continue at Akwasiso Cut 3 and Esaase Cut 3 until their depletion in Q2 2022. Following this, the process plant was expected to continue to operate at full capacity (5.8 Mtpa) processing a portion of the existing 9.5 Mt of stockpiles. Temporarily transitioning to processing stockpiles provided the opportunity to:
-
preserve the higher grade mineral resources at the AGM until the metallurgical recovery at Esaase was better understood (completed in Q3 2022 as described above);
-
advance further exploration activities at near-mine targets with the aim of enhancing the short-term operating plan; and
- develop additional initiatives with the aim of maximizing the value from all deposits on the land package, including: additional testwork to further the understanding of metallurgy and geometallurgy at Esaase, evaluating process optimization, and optimizing mine sequencing.
In light of the changing nature of operations at the AGM, the JV completed a process of right sizing its workforce. Severance notifications were issued to the entire workforce and those personnel still required were retained with new employment contracts. Despite upfront severance costs associated with the restructuring, management expects to realize longer-term cost savings and a more streamlined and efficient operation going forward. For the year ended December 31, 2022, the AGM realized labour cost savings of $9.7 million resulting from the workforce restructuring. Following the strong financial and operational performance of the AGM in 2022, the AGM had settled all outstanding obligations relating to the workforce restructuring as of December 31, 2022.
During 2022, the company continued to focus on the operation of the AGM, sourcing the majority of its material from the Akwasiso and Esaase deposits and existing stockpiles. The AGM produced 170,342 ounces, achieving the upper end of revised guidance of 160,000 to 170,000 ounces, at an AISC/oz of $1,346. The AGM sold 167,849 ounces of gold at an average realized gold price of $1,767/oz for gold proceeds of $296.5 million. Revenues of $297.1 million also included $0.6 million of by-product silver revenue.
At the AGM the following exploration programs were undertaken during the year to evaluate the current and potential mineralization of each project to improve the mineral resource estimate and to assess the broader potential of each project.
-
Nkran Cut 3 - The JV completed an infill drill program during Q2 2022 with 24 holes drilled totaling 8,116m. The results of this drilling campaign were incorporated into the AGM's 2023 Technical Report.
-
Nkran Deep Directional Drilling - the JV commenced a deep directional drill program to explore the underground potential at the Nkran deposit. Phase 1 of the drill campaign was completed in Q3 2022 and during the year 6,083m from 2 pilot holes yielding 8 directional (daughter) holes.
Drilling highlights at Nkran Deeps were reported in the Company's news release dated September 8, 2022, including details on the drilling results, data verification and quality assurance and quality control measures. Several mineralized intercepts indicate grades and widths that may be amenable to underground mining. Geotechnical work is ongoing to assess the feasibility of underground mining, the results of which will impact any further drilling being contemplated.
-
Esaase - the JV completed an infill drill program to enhance the understanding of the mineral resource and convert inferred category mineral resources into the measured and indicated category. During the year, 68 holes were drilled for 11,579m. The results of this drilling campaign were incorporated into the AGM's 2023 Technical Report.
-
Abore - the JV completed an infill drill program to enhance the understanding of the mineral resource and convert inferred category mineral resources into the measured and indicated category. During the year, 89 holes were drilled totaling 15,933m. The results of this drilling campaign were incorporated into the AGM's 2023 Technical Report.
-
Miradani North - located 10km south-west of the processing plant. The JV completed a low angle drill program targeting the conversion of near surface inferred resources to the measured and indicated category. The drill program was completed in Q3 2022. During the year, 19 holes were drilled for 4,141m. The results of this drilling campaign were incorporated into the AGM's 2023 Technical Report.
-
Midras South - located 5km south-west of the processing plant. The JV planned a 21,900m drill program targeting definition of the deposit as well as extensions to the south and at depth. Similar in character to Esaase and Kaniago West, mineralization at Midras South is developed within a package of deformed sandstone, siltstone and phyllite. Previous drill results were reported in the Company's news release dated January 18, 2022. Refer to this news release for additional information regarding these drill results, including data verification and quality assurance and quality control measures. During the year, 74 holes were drilled for 8,668m along the South Extension, Takorase and West trends. The results of the 2022 drilling campaigns were included in the AGM's 2023 Technical Report and a maiden inferred resource estimate was reported for Midras South with 5.4Mt at 1.32 g/t for 232,000 ounces contained gold.
For more details on the exploration results from the programs undertaken in 2022 please refer to the MD&A for the year ended December 31, 2022, available on the Company's profile at www.sedar.com.
Marcel De Groot and Shawn Wallace did not stand for re-election at the Company's Annual General Meeting, and Greg Martin, former Chief Financial Officer of SSR, was elected as director effective June 2, 2022. Mr. Martin has over 20 years of mining experience, currently CFO of Nevada Copper Inc., and holds an MBA from the University of Western Ontario and is a designated CPA, CGA.
On March 23, 2022, the Company announced that Fausto Di Trapani had stepped down as CFO of the Company to pursue another opportunity. Mr. Di Trapani departed the Company on April 14, 2022, following which Matt Freeman was appointed as CFO, in line with the Company's succession plan.
On August 4, 2022, Chris Pettman joined the Company as Vice President Exploration. Mr. Pettman has over 15 years of exploration experience in a wide variety of geologic settings and deposit types. Most recently he worked as Exploration Manager, Canada for Rio Tinto and previously as Chief Geoscientist at Chinalco Rio Tinto Exploration.
On February 6, 2023, the Company reported that two contractors have been fatally injured following a traffic accident at the AGM. AGM emergency services responded to the incident near the TSF where two contractors were pronounced deceased at the scene. The Company continues to work alongside its contractor to ensure everyone impacted by the incident is provided the required support and counseling needed. Efforts were immediately initiated to further reinforce the sustained Company commitment to Zero Harm and industry best practices in safety culture.
On February 22, 2023, the Company published the results of an independent Feasibility Study report prepared by SRK for the AGM, which included the reinstatement of mineral reserves and demonstrated an improved long-term outlook for the mine. Following this on March 28, 2023, the Company filed the 2023 Technical Report, which is available on the Company's profile at www.sedar.com. Highlights of the AGM's 2023 Technical Report include:
-
Proven mineral reserves of 7.2 Mt at 0.67 g/t for 0.2 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 $478 million pre-tax NPV (at a 5% discount rate) and a $343 million after-tax NPV (at a 5% discount rate), applying a $1,700/oz gold price.
-
Low cash costs: $905/oz average total cash costs and $1,143/oz average AISC over the LOM.
-
Increased production profile: annual average gold production of 254,000oz from 2025 to 2030, inclusive, and LOM average annual production of 217,000 ounces per year.
-
Mining to recommence in 2023: mining contractors expected to be in operation at Abore during the fourth quarter.
For further information regarding the updated mineral reserve and mineral resource estimates, please see the "Mineral Properties" section of this AIF.
The Company considered the positive results received from the Esaase metallurgical test work (described above) and reinstatement of mineral reserves at the AGM as of December 31, 2022 to be indicators that the impairment recorded at December 31, 2021 may have decreased or no longer exists. Accordingly, the Company assessed the recoverable amount of the AGM cash-generating unit ("CGU"), which was based on the higher of management's estimates of the fair value less cost to sell ("FVLCS") and value-in-use. The FVLCS was estimated based on the AGM's discounted LOM cash flow projections, fair value of mineral resources beyond proven and probable reserves and estimated costs to sell.
The recoverable amount of the AGM CGU (on a 100% basis) was estimated to be $171.0 million compared to a carrying value of $107.8 million at December 31, 2022. Accordingly, an impairment reversal on mineral properties, plant and equipment of $63.2 million was recognized at the AGM for the year ended December 31, 2022 (the Company's share of which was $28.5 million). Refer to note 9(iv) of the Company's consolidated annual financial statements for the years ended December 31, 2022 and 2021 for the significant assumptions and judgements applied by management in estimating the recoverable amount of the AGM CGU.
The Company recorded its share of the AGM's net earnings for the year ended December 31, 2022 of $46.5 million, and further reversed a $7.6 million impairment charge on its equity investment in the JV as of December 31, 2022 due to the reinstatement of mineral reserves by the AGM. As of December 31, 2022, the carrying value of the Company's equity investment in the JV was $54.1 million. Furthermore, the value attributed to the Company's preference shares in the JV was $66.8 million (compared to the par value of $132.4 million) as at December 31, 2022.
Specialized Skill and Knowledge
Various aspects of the mining business of the JV and Company require specialized skills and knowledge, including skills and knowledge in the areas of permitting, geology, drilling, metallurgy, logistical planning, mine design, engineering, construction, health and safety and implementation of exploration programs as well as finance, governance, risk management and accounting. Much of the specialized skill and knowledge is provided by the management and operations team of the Company and JV. The JV and Company also retains outside consultants with additional specialized skills and knowledge, as required. In the event that the Company loses access to this specialized skill and knowledge, it is possible that delays and increased costs may be experienced by the JV and the Company in locating and/or retaining skilled and knowledgeable employees and consultants in order to proceed with its planned exploration and development at its mineral properties.
Competitive Conditions
Galiano and the JV compete with other mineral resource companies for financing, for the acquisition of new mineral properties, for the recruitment and retention of qualified employees and other personnel, as well as operating supplies. Many of the mineral resource companies with which Galiano and the JV compete have greater financial and technical resources. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development.
Cycles
The mining business is subject to mineral price cycles. The marketability of minerals is also affected by worldwide economic cycles. At the present time, the significant demand for minerals in many countries is driving commodity prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.
The JV's revenues may be significantly affected by changes in commodity demand and prices. The ability of the JV to fund ongoing exploration and development is impacted by the sale of gold produced by the mine and the proceeds of such sales. As market fluctuations affect the price of gold, proceeds from the sale of the gold produced by the JV can be affected accordingly. As well, the ability of the JV and Company to continue development, exploration and increased production is affected by the availability of financing which, in turn, is affected by the strength of the economy and other general economic factors.
Economic Dependence
In connection with the JV Transaction, the Company entered into a services agreement with the JV whereby the Company will remain manager and operator of the AGM. In consideration for the Company's services as manager and operator, the JV pays the Company a current annual service fee of $7.1 million (originally $6.0 million, but adjusted annually for inflation). Other than the JV service fee, the Company has no current direct sources of revenue and any free cash flows generated by the AGM are no longer within the Company's exclusive control as the disposition 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 the section "Control of AGM cash flows and Operation through a Joint Venture".
Environmental Protection
The JV's properties are subject to stringent laws and regulations governing environmental quality. Such laws and regulations can increase the cost of planning, designing, installing and operating facilities on the JV's properties. However, it is anticipated that, absent the occurrence of an extraordinary event, compliance with existing laws and regulations governing the release of emissions in the environment or otherwise relating to the protection of the environment, will not have a material effect upon the JV's current operations, capital expenditures, earnings or competitive position.
Employees
At December 31, 2022, the JV had approximately 364 full-time employees across its site operations and corporate office. At the same time, the Company had 13 full-time employees employed at its corporate office.
Foreign Operations
All of the JV's mine development operations are currently conducted in Ghana, a foreign jurisdiction, and as such, the JV's operations are exposed to various levels of political, economic and other such risks and uncertainties such as: military repression; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; war or civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; changes to export regulations and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.
In the past, Ghana has been subject to political instability, changes and uncertainties. Furthermore, Ghana's status as a developing country may make it more difficult for the JV or the Company to obtain any required financing for its projects. Recently, Ghana has experienced significantly high rates of inflation, defaulted on sovereign bonds and faced other economic hardships which were compounded by the COVID-19 pandemic and Russia-Ukraine war. The effect of these economic hardships also resulted in a significant devaluation of the Ghanaian Cedi against the US dollar. To stabilize the country's currency, the Government of Ghana requested all gold mining companies operating in the country to sell a portion of their production to the Bank of Ghana at spot gold prices, which included the Asanko Gold Mine. In December 2022, the Government of Ghana reached an agreement with the International Monetary Fund for a $3.0 billion extended credit facility to restore macroeconomic stability and debt sustainability. If such instability were to recur, it may cause changes to existing governmental regulations affecting mineral exploration and mining activities.
The JV's operations and properties are subject to a variety of governmental regulations governing worker health and safety, employment standards, waste disposal, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters.
The JV's mineral exploration and development activities in Ghana may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political conditions that increase the costs related to the JV's activities or the maintenance of its properties.
Changes, if any, in mining or investment policies or shifts in political attitude may adversely affect the operations and financial condition of the JV and the Company. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income and other taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.
Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.
The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the operations and financial condition of the JV and the Company. Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could negatively impact current or planned exploration and development activities on the AGM or in respect of any other projects in which the JV or the Company becomes involved. Any failure to comply with applicable laws and regulations, even if inadvertent, could result in the interruption of exploration and development operations or material fines, penalties or other liabilities.
Free Carried Interest to the Ghanaian Government
Section 43.1 of the Ghanaian Mining Act (Government Participation in Mining Lease) provides: Where a mineral right is for mining or exploitation, the Government shall acquire a ten percent free carried interest in the rights and obligations of the mineral operations in respect of which financial contribution shall not be paid by Government.
In order to achieve this legislative objective, 10% of the common shares of AGGL, the Company's Ghanaian affiliate which owns the Obotan and Esaase properties, have been issued into the name of the Government of Ghana. The government has a nominee on the Board of the JV. There is no shareholder agreement between AGGL and any of its shareholders and the 10% ownership stake of the Government of Ghana represents a capital non-contributing interest where the Ghanaian Government is entitled to 10% of declared dividends from the net profit of AGGL, but does not have to contribute to its capital investment (yet does in effect suffer its share of operating losses which need to be recovered before dividends accrue). The Government of Ghana is not a party to nor subject to any JV agreements between the Company and Gold Fields.
Ghanaian Mining Royalties and Taxes
On March 19, 2010, the government of Ghana amended Section 25 of the Ghanaian Mining Act which stipulates the royalty rates on mineral extraction payable by mining companies in Ghana. The Ghanaian Mining Act now requires the holder of a mining lease, restricted mining lease, or small-scale mining license to pay a royalty in respect of minerals obtained from its mining operations to Ghana at the rate of 5% of the total revenue earned from minerals obtained by the holder.
Changes to the Ghanaian tax system were announced and substantively enacted during the year ended March 31, 2012. Corporate tax rates rose from 25% to 35% and capital deductions were reduced from an 80% deduction in year one to a straight-line depreciation of 20% per year over 5 years. Tax losses in Ghana are carried forward for up to 5 years, and to the extent they are not utilized within 5 years, they expire.
Effective August 1, 2018, the Ghanaian government introduced a non-refundable 5% levy on goods and services that attract value-added tax ("VAT"), and then in 2021 an additional non-refundable 1% levy was introduced to help offset the impacts of COVID-related support in the country. Effective January 1, 2023, the Government of Ghana announced a further increase to the standard VAT rate from 12.5% to 15.0%. The effective VAT rate is now 21%, of which 6% is non-refundable.
Changes that may give rise to increased exposure to tax expense, could affect the amount of "Distributable Cash" available to the JV partners, as defined and governed by the JVA (refer to "Control of AGM cash flows and Operation through a Joint Venture").
IT Security
The effectiveness of our information technology systems is crucial to the success of our operations. We rely on the appropriate safeguards to protect our systems, along with regular maintenance, upgrades, and replacements of networks, equipment, software, and information technology systems. Additionally, proactive expenditures are necessary to reduce the likelihood of any failures that may occur.
As our reliance on electronic data communication and storage, including the utilization of cloud-based services and personal devices, continues to grow, we face evolving technological risks associated with this information and data. Such risks encompass targeted attacks on our own systems or those of third parties that we depend on.
Even though we take precautions to safeguard our information and data, such as deploying monitoring and threat detection systems, the Company employs an external outsourced Cyber Security Operations Centre to actively monitor and prevent cybersecurity incidents, conducting regular audits, and carrying out vulnerability testing, we cannot guarantee absolute security of this information and data. There may be occasions when we are vulnerable to malware, cyber-attacks, or other unauthorized access or usage of our information and data.
Employees completed focused training on cyber security threats and tools to manage cyber security risk in 2022. The Company also regularly conducts phishing simulations as an education tool for its workforce.
The Chief Financial Officer oversees the IT department, and IT issues are reported to the Audit Committee of the Board of Directors quarterly. Galiano has not encountered any significant losses resulting from cyber-attacks or other information security breaches at this time.
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 to positively support 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 JV's mines.
In March 2022, the SEC announced plans to enhance and standardized 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.
In October 2021, the Canadian Securities Administrators published proposed climate-related disclosure rules, the foundation of which are aligned with the Task Force for Climate-Related Financial Disclosure ("TCFD") recommendations. The Canadian Securities Administrators is currently reviewing comment letters received on its proposed climate-related disclosure rules, as well as analyzing key differences between its proposed rules and those of the SEC.
Governance
The foundation of the Company’s sustainability strategy starts with strong governance. The Company has established a Corporate Governance and Nominating Committee (“CGNC”) comprised of independent non-executive directors who meet in accordance with the CGNC mandate with senior management of the Company. The CGNC’s mandate includes, among other things, monitoring legislation, regulatory policies and industry best practices dealing with corporate governance and, from time to time as it deems appropriate, review and reassess the adequacy of the Company’s corporate governance principles and practices and recommend any proposed changes to the Board.
The Company has also established a Sustainability Committee comprised of independent non-executive directors who meet on a quarterly basis with senior management of the Company and the JV to review performance against a basket of key performance indicators and to provide oversight of the Company’s sustainability management and initiatives. A quarterly assessment is also performed by the Sustainability Committee to confirm, among other things: monitoring of current trends and emerging sustainability issues; compliance with the Company’s sustainability policies; development of short and long-term targets and standards to adhere to occupational health and safety, human rights, environmental and sustainability principles; and monitoring of climate-related risks and opportunities.
Senior management of the Company are actively involved in the day-to-day implementation and management of the Company's ESG strategies, including examining the sustainability-related risks and opportunities facing the business.
Risk Management
Galiano Gold faces potential risks and uncertainties that can significantly impact our business, including competitive, economic, political, legal, regulatory, social, and financial risks. We diligently work to reduce our exposure to material risks involved in the achievement of our business objectives by employing a systematic approach to identify, assess, mitigate, review, and manage these risks. Galiano Gold's Enterprise-Wide Risk Assessment methodology includes a matrix of both real and hypothetical risks, a heat map of ongoing top ten risks, ranking scales of likelihood and potential consequence, in addition to an incident classification system by gross and net (after implementation of controls to measure effectiveness) impacts, and appropriate risk responses. Risk owners (departments and/or executive positions) are also assigned to ensure the adoption of direct responsibility and accountability.
Our Enterprise-Wide Risk Assessment process incorporates a review of operational, health safety, environmental, and social (including human rights) risks, business unit risks as well as interactions with public officials. Our corporate risk register consolidates all risks considered to be significant and is updated regularly to support continuous review, improvement, and planning processes. A thorough assessment of all risks is integrated into our regular planning and decision-making processes. Any concerns are reported to senior management and the Board of Directors on a quarterly basis, while anything deemed critical is communicated to risk owners and the Board as soon as possible.
During 2023, a Climate-Related Financial Disclosure assessment is being undertaken, in alignment with the TCFD recommendations. Subsequent to the completion of this assessment, the Company will provide its process for identifying and assessing climate-related risks and how management will go about addressing climate-related risks. The Company will also describe how processes for identifying, assessing, and managing climate-related risks are integrated into the Company’s Enterprise-Wide Risk Assessment process.
Climate Change Strategy
Upon completion of the Climate-Related Financial Disclosure assessment mentioned above, the Company in future periods will disclose the actual and potential impacts of climate-related risks and opportunities on the Company's business, strategy, and financial planning where such information is material. This will include describing the climate-related risks and opportunities the Company has identified over the short, medium, and long-term. It will also include describing the impacts of climate-related risks and opportunities on the Company's businesses and describe climate-related scenarios, including a 2 degree or lower scenario and, where relevant to the Company, scenarios consistent with increased physical climate-related risks.
Metrics and Targets
The Company will disclose metrics to assess climate-related risks and opportunities in line with its strategy and risk management process. This will include Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas emissions, and the related risks. In addition, the Company will describe the targets used to manage climate-related risks and opportunities and performance against targets. This will be completed in future periods, post completion of the Climate-Related Financial Disclosure assessment.
Current ESG Initiatives
Galiano completed an independent human rights impact assessment in 2021 and the results of this study indicated that the Company is applying appropriate governance, monitoring systems, and mitigation measures to protect its employees, contractors and stakeholder communities. Recommendations on alignment with evolving international best practices are currently being implemented by the Company at the AGM and corporate levels.
The Company receives detailed bi-annual feedback from its independent tailings review panel on international best practices and risk mitigation with respect to the AGM's TSF. This panel includes renowned experts in geochemistry, hydrology and geotechnical and geological engineering and compliments the existing managerial and technical skill sets at the AGM, Galiano, as well as the contracted Engineer-of-Record to oversee the TSF. The independent tailings review panel visits the AGM at least once annually. In addition, the Company is supporting its JV partner's initiative to implement the Global Industry Standard on Tailings Management at the AGM by 2025.
Work continues on advancing the JV's CCVRA including implementing recommendations from the CCVRA and finalizing efficiency initiatives as a result of a 2021 energy audit.
The AGM continues to be fully certified by the ICMC. The AGM has aligned its approach to cyanide management at all operations with the Cyanide Code, which is recognized as an international best practice. Furthermore, the AGM has fully integrated the Cyanide Code principles and standards of practice into its health, safety and environmental management systems to protect human health and reduce the potential for environmental impacts. This ICMC certification reflects the Company's ongoing commitment to adhering to international mining industry best practices.
Sustainability Policy
The Company implements its sustainability strategy with a focus on four key areas: (1) protecting human rights; (2) 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. The approach of the Company and JV to its sustainability strategy is based on the following principles:
-
Complying with its corporate governance principles, national and international laws, industry codes and being a responsible corporate citizen;
-
Mitigating its impact on the environment, for example by use of an Independent Tailings Review Panel;
-
Maintaining high-level Health and Safety practices;
-
Actively identifying opportunities to make a positive and meaningful contribution to the communities that the JV operates in beyond the life of the JV's mines;
-
Contributing to the economic and social development of the JV's host country;
-
Developing its employees; and
-
Adhering to the values of the JV and the Company and demonstrating them in its behavior.
The Company and JV follow the following guidelines with respect to its approach on sustainability:
-
Adopt the Global Reporting Initiative in the sustainability reporting of the Company and the JV;
-
Work to align the JV's business with selected United Nations Sustainable Development Goals;
-
Regularly engage with stakeholders and take into consideration their perspectives, concerns, customs and cultural heritage before acting;
-
Work closely with landowners prior to commencing activities on the ground, and negotiate fair compensation for such activities where appropriate;
-
Hire and develop local, regional and national residents and use goods and services from the JV's local communities wherever possible, without compromising the JV's quality and efficiency standards;
-
Uphold fundamental human rights and do not interfere or take sides in politics or social issues;
-
Work with unified local committees to identify and prioritize community development projects intended to promote long-lasting livelihood improvements; and
-
Do not tolerate any unethical behavior by any stakeholder involved in the JV's business.
The Company published its 2021 annual sustainability report on August 23, 2022. This report summarized the JV's performance highlights in the areas of health and safety, environmental stewardship, climate change adaptation, governance, human rights, contributing to community, our people, and stakeholder engagement. The report outlines the JV's sustainability goals at the AGM for 2023. The report is available on the Company's website at www.galianogold.com and has also been distributed electronically to local and national stakeholders in Ghana.
The Company has various feedback mechanisms in place at the AGM and the stakeholder communities which enable the JV's workforce, local residents, other groups and individuals to come forward to raise issues of concern. These concerns are then fully investigated by the JV and subsequently addressed.
The Company has adopted the International Council for Mining and Metals health and safety injury classification and methodology with an objective to provide a more accurate picture of the Company and JV's safety behaviour as well as assist in benchmarking more directly against respective peers for health and safety performance going forward.
Environmental Policy
Galiano and the JV work diligently to provide safe, responsible and profitable operations whilst ensuring sustainable natural resources development for the benefit of its employees, shareholders and host communities. The Company and the JV also work diligently to protect and conserve the natural environment for future generations.
In adopting the following principles, the JV intends to drive continuous improvement and excellence in environmental performance:
- The JV will communicate its commitment to excellence in environmental performance to its employees, contractors, government agencies and the community.
-
The JV will comply with host country laws and regulations, and will augment these with appropriate international guidelines and best practice environmental management.
-
The JV will allocate the necessary resources to ensure it meets its reclamation and environmental obligations.
-
The JV strives to prevent pollution of air, land and water, and will implement appropriate waste management practices.
-
The JV strives to be energy efficient as well as pursue opportunities for renewable energy sources.
-
The JV explores opportunities with government agencies and communities to remediate and mitigate historic mining impacts on acquired properties.
-
The JV develops and utilizes an environmental management system that strives to achieve prioritization, planning, implementation, monitoring, review and transparent reporting.
-
The JV routinely sets and reviews environmental targets and performance for each project and report on progress to its employees, shareholders, government agencies and the community.
MINERAL PROPERTIES
The Asanko Gold Mine
The AGM is operated in a 50:50 joint venture with Gold Fields, however, all amounts and descriptions within this "Mineral Properties" section as they relate to the AGM are on a 100% basis, unless otherwise indicated.
For a complete description of the AGM see the report entitled "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" effective as of December 31, 2022, prepared by Bob McCarthy, P.Eng., Glen Cole, P.Geo., John Willis, MAusIMM(CP), Oy Leuangthong, P.Eng., Malcolm Titley, MAIG, Anoush Ebrahimi, P.Eng., Desmond Mossop, PrSciNat, Ismail Mahomed, PrSciNat, Faan Coetzee, PrSciNat, and Mitch Hanger, MAIG (collectively the "QPs").
The information contained in this section has been derived from the AGM's 2023 Technical Report, is subject to certain assumptions, qualifications and procedures described in the AGM's 2023 Technical Report and is qualified in its entirety by the full text of the AGM's 2023 Technical Report. Reference should be made to the full text of the AGM's 2023 Technical Report available for viewing under the Company's profile on SEDAR at www.sedar.com.
All capitalized terms used in the summary below that are not otherwise defined shall have the meanings ascribed thereto in the AGM's 2023 Technical Report.
1 PROPERTY DESCRIPTION AND LOCATION
1.1 Project Location and Area
The AGM tenements are in the Amansie West and South Districts, of the Ashanti Region of Ghana, approximately 250 km northwest of the capital Accra and some 75 km southwest of the regional capital Kumasi. The AGM areas are accessed from the town of Obuasi, northward towards Kumasi on the Kumasi-Dunkwa highway to the Anwiankwanta junction. The AGM is accessed by travelling 35 km south to Anwiankwanta junction, and then west into the AGM property on surfaced and un-surfaced all weather roads. The concessions cover an area of approximately 476 km2 between latitudes 6º 19'40" N and 6º 28' 40" N; and longitudes 2º 00' 55" W and 1º 55' 00" W.
Figure 1-1 Location of the AGM in Ghana, West Africa
Source: CJM, 2014
Figure 1-2 Location of the AGM Tenements
Source: Asanko Gold, 2021
1.1.1 Issuer's Title to the AGM Concessions
The AGM concessions are owned 100% by Asanko Gold Ghana Limited ("AGGL"). The legal status of the mineral properties in Ghana in which AGGL has an interest have been verified by AGGL and by an independent legal entity, Kimathi Partners Corporate Attorneys based in Accra. As at December 31, 2022, all mineral tenements were in good standing with the Government of Ghana. Furthermore, it has been confirmed that the properties are lawfully accessible for evaluation and also mineral production.
AGGL holds seven mining leases, nine prospecting licences and one reconnaissance licence which collectively make up the AGM property and span over a 40 km length of the Asankrangwa gold belt. The AGM is made up of a series of contiguous concessions in the Obotan and Esaase area. These concessions cover a total area of 476 km2.
1.2 Agreements, Royalties and Encumbrances
All concessions carry a 10% free carried interest in favour of the Ghanaian government and as a result, the Ghanaian government holds a 10% interest in AGGL. All mining leases are also subject to a 5% NSR royalty payable to the Government of Ghana. In addition, the Adubea mining concession is subject to an additional 0.5% NSR royalty to the original concession owner. The Esaase mining lease is also subject to an additional 0.5% NSR royalty to the Bonte Liquidation Committee. The Akwasiso deposit on the Abirem mining lease is also subject to an additional 2% NSR royalty payable to the original concession owner.
2 HISTORY
2.1 Historical Exploration and Development
Table 2-1 below summarizes the extent of the exploration activities and developments per project area relevant to the current mineral resource.
Table 2-1 Summary of Historical Exploration and Development per Deposit
|
Period |
Workings |
Operator |
|
Nkran |
|
|
|
Historical |
Alluvial and eluvial gold artisanal gold mining which extend for ±610 m in a northeast-southwest direction. European settlers worked the deposits - adits and drives extend 80 m into the hill on site of old native workings. |
|
|
1980s |
Limited exploration work undertaken with minor attention paid to the alluvial gold potential |
Previous Owner |
|
1990-1995 |
Exploration focused on known prospects at Nkran deposit (formerly known as Jabokassie). Regional soil geochemical survey carried out that identified numerous anomalies around Nkran. Early RC drilling phase (details not available) yielded encouraging results over wide zone of bedrock mineralization, extending along strike for 600 m. The broad, low-lying Nkran had relief of only about 40 m with oxidation extending to depths of 40 m. |
Previous Owner |
|
1995 |
Additional DDH, RC, RC and RCD drilling was completed. Mineral resources (Measured, Indicated and Inferred classes) were estimated and reported. A Feasibility Study was completed, and mining lease was granted. |
Previous Owner
|
|
1996 |
Combined interests of KIR and AGF bought out by Resolute (as defined herein) who immediately reviewed and expanded project scope. Further RC and DDH drilling conducted to increase mineral resources to a depth of 150 m at Nkran and to further assess the known mineralization at nearby Adubiaso. |
Previous Owner |
|
July 1996 |
Revised mine development plan completed with decision to proceed into production at a rate of 1.4 Mtpa |
Previous Owner |
|
Early 1997 |
Initial mining commenced, and further exploration drilling continued |
Previous Owner |
|
May 1997 |
First gold poured |
Previous Owner |
|
1998-2000 |
Additional DDH, RC, RCD holes drilled |
Previous Owner |
|
2001 |
Nkran Mine closed due to low gold price having produced 590,743 oz Au at an average grade of 2.35 g/t Au. |
Previous Owner |
|
2002 |
Intensive exploration undertaken |
Previous Owner |
|
2011 |
PMI carried out a 5 km² Induced Potential (IP) ground geophysical survey. PMI also completed a VTEM electromagnetic (EM) and magnetic survey centered over the Nkran pit. |
Previous Owner |
|
Period |
Workings |
Operator |
|
2015-2016 |
Nkran Mine dewatered and re-opened by Asanko Gold as a deeper opencast operation |
Galiano Gold |
|
2016-2020 |
Open pit production. Plant refurbishment and expansion to circa 5 Mtpa |
Galiano Gold |
|
2020 |
Additional drilling (DDH, RC and RCD) completed to infill and expand on resource at depth. Refer to Table 10-1 for total quantities. |
Galiano Gold |
|
2022 |
Infill diamond drilling completed to convert and expand resource. Exploration drilling at depth to confirm mineralization potential underground. |
Galiano Gold |
|
Nkran Extension Project Area |
|
|
|
Historical |
No known historical exploration or mining activity. |
|
|
1997-2016 |
Exploration on north-eastern extension of Nkran structure delineated a number of mineralized zones - Akwasiso and Nkran Extension that have all been drilled (2016) to Indicated Mineral Resource classification. |
Previous Owner/ Galiano Gold |
|
Esaase |
|
|
|
Historical |
Artisanal mining in Bonte Area associated with the Ashanti Kingdom. |
|
|
1900-1939 |
Workings by European settlers evidenced by old adits - no documented records remain. |
Previous Owner |
|
1966-1967 |
Drilling conducted on the Bonte River valley alluvial sediments to determine alluvial gold potential - no information available. |
Previous Owner |
|
1990 |
Bonte mining lease granted to Akrokerri-Ashanti Gold Mines (AAGM) and later transferred to BGM. |
Previous Owner |
|
1990-2002 |
Recovered approximately 200,000 oz of alluvial gold on Esaase concession +300,000 oz downstream on Jeni River concession. |
Previous Owner |
|
2006-2013 |
Keegan consolidates further concessions. Intensive exploration - geophysics (airborne VTEM - 2,266 line-km), soil geochemistry (>4,000 samples) and exploration drilling. Drilling included DDH, DTH, RC, and RCD. |
Galiano Gold |
|
2013-2018 |
Asanko Gold continued extensive exploration drilling in order to update the mineral resources. |
Galiano Gold |
|
Dec 2018-May 2022 |
Open pit production. |
Galiano Gold |
|
2020-2021 |
Infill drilling conducted. |
Galiano Gold |
|
2022 |
Infill diamond drilling completed to convert and expand resource. Metallurgical drilling to obtain samples for geometallurgical testwork |
Galiano Gold |
|
Akwasiso |
|
|
|
1996-2000 |
Exploration programs including RC and DDH holes. |
Previous Owner |
|
2001 |
Artisanal miners mined oxides. DDH holes drilled. |
Previous Owner |
|
2014-2018 |
Exploration continues with purpose of refining the mineral resource. Drilling undertaken including RC, DDH, and RCD holes. |
Galiano Gold |
|
Period |
Workings |
Operator |
|
2017 |
Open pit operations commence. |
Galiano Gold |
|
Dec 2018 |
Open pit operations suspended in Q1 2019. |
Galiano Gold |
|
2019 |
Exploration drilling including RC, DD and RCD holes. |
Galiano Gold |
|
Jan 2020 - July 2022 |
Open pit production. |
Galiano Gold |
|
Abore |
|
|
|
Historical |
Alluvial and eluvial artisanal gold mining. |
|
|
1990-1998 |
Mutual Resources and Leo Shield Exploration initiated regional exploration program (73 km²) including soil geochemistry and trenching. Extensive drilling in the area (mainly RC, some DDH) outlined sizeable resources (now known as the Abore, Adubiaso, Asuadai and Akwasiso prospects). |
Previous Owner |
|
2001-2002 |
Conventional open pit mining undertaken by Resolute (as defined herein) Amansie Ltd., producing 1.9Mt ore at 1.95 g/t Au, and recovered 113 koz (96% recovery) |
Previous Owner |
|
2007-2012 |
Exploration programs which included RC and DDH drilling completed. Resulted in a mineral resource estimate. Open pit mining, and an agreement was reached whereby ore was trucked from Abore north to Nkran plant for treatment. |
Previous Owner |
|
2019-2021 |
RC and RCD drilling, to extend the known resource at depth and along strike to the north. |
Galiano Gold |
|
2022 |
Infill drilling (RC and DDH) completed to convert and expand resource. |
Galiano Gold |
|
Asuadai |
|
|
|
Historical |
No known formal historical mining or exploration on this area. Minor pitting in the region by artisanal miners down to 5 m to 10 m through the oxide material to expose stock work vein sets. |
|
|
1996 |
Mining undertaken by artisanal workers (to present day). |
Previous Owner |
|
2000-2012 |
Exploration programs which included RC and DDH drilling completed. |
Previous Owner |
|
Adubiaso |
|
|
|
Historical |
No known formal historical mining or exploration on this area. |
|
|
1996-2000 |
DD, RCD, and RC drilling completed. |
Previous Owner |
|
1999-2000 |
Open pit mining. Oxide ore processed at Nkran plant. |
Previous Owner |
|
2007-2013 |
Exploration programs including RC and DDH drilling completed. |
Previous Owner |
|
2016 |
Exploration continues with RC drilling to refine ore body definition. |
Galiano Gold |
|
2017 - current |
No further exploration undertaken. Mineral resource estimate restated. |
Galiano Gold |
|
2020 |
RC and RCD drilling complete. |
Galiano Gold |
|
Miradani North |
|
|
|
1900-1914 |
Ashanti Rivers and Concession Ltd conducted 'extensive exploration' including adits |
Previous Owner |
|
1995 |
Miradani Mining License acquired by Ashanti Goldfields, now Anglogold Ashanti ("AGA") |
Previous Owner |
|
Period |
Workings |
Operator |
|
1995-1996 |
Airborne geophysics, soil sampling and trenching completed by AGA |
Previous Owner |
|
2017 |
License acquired from AGA |
Galiano Gold |
|
2017-2021 |
RC, DD, and RCD drilling complete. |
Galiano Gold |
|
2022 |
Infill diamond drilling completed to convert shallow inferred resources to Indicated. |
Galiano Gold |
|
Dynamite Hill |
|
|
|
2013 |
Discovered through trenching and drilling in 2013 |
Galiano Gold |
|
2013-2016 |
DD, RC, and RCD drilling complete. |
Galiano Gold |
|
2017 |
Commencement of mining delayed until Q4 2017 due to regulatory approvals |
Galiano Gold |
|
2019 |
Production ceased in Q4 2019 |
Galiano Gold |
|
2021 |
Additional drilling to extend resource at depth, including RC and RCD drilling. |
Galiano Gold |
|
Midras |
|
|
|
2016-2017 |
Exploration conducted two drill campaigns to define resource |
Galiano Gold |
|
2020-2022 |
Exploration conducted infill and extension drilling to update resource |
Galiano Gold |
2.2 Historical Production
The main producing mine in the area was the Obotan Mine (now Nkran Mine). Open pit mining commenced in February 1997. A total of 16.11 Mm3 of material was excavated from the open pit at a production rate of 1.4 Mtpa. Following several re-designs, the pit was mined in two stages. A total of 7.82 Mt of material was milled at an average recovery of 89% at a reported reserve grade of 2.35 g/t (Brinckley 2001). The mine was closed in July 2001 after having produced 590,743 oz Au. Operations ceased due to a low gold price environment coupled with the requirement to push back the Nkran pit to access deeper reserves. Asanko Gold dewatered the Nkran pit and re-commenced mining operations in February 2015, with the first gold produced in February 2016. Nkran Cut 2 mining completed in Q2 2020. Asanko has processed 790,824 oz of gold from Nkran to date.
Asanko Gold commenced operations at Akwasiso in 2017 and recently completed mining Cut 2 in July 2022. A total of 165,938 ounces of gold was processed from the Akwasiso deposit.
The Dynamite Hill deposit was discovered in 2013 and put into production in Q4 2017. Production ceased in late 2019 and processed 93,411 oz of gold.
At Esaase, under the Bonte mining lease BGM recovered approximately 200,000 oz of alluvial gold during the period 1990-2002. No mining or production details are available. Asanko Gold commenced operations at Esaase in 2018 extracting from non-alluvial sources. Asanko has processed 480,591 oz of gold from Esaase to date.
At Abore, Resolute Mining Limited ("Resolute") conducted mining in the late 1990s to early 2000s. Mining targeted mainly oxides and transition material by open cast blast, load and haul to be processed at the old Nkran plant. A total of 1.88 Mt at 1.95 g/t Au was delivered to the ROM pad, containing a total of 117,453 oz of gold. Total production of 113,301 oz (recovered) was achieved, representing 96.3% recovery.
At Adubiaso, Resolute mined mostly oxides and transition material from the deposit by open cast free dig, load and haul to the Nkran plant. Mining was from October 1999 to December 2000. As reported by Brinckley (2001), a total of 3.79 Mm3 of material was excavated from Adubiaso open pit. A total of 0.70 Mt at 2.43 g/t Au was delivered to the ROM pad, containing a total of 54,654 oz of gold. Total production of 52,677 oz (recovered) was achieved.
At Miradani North, some open pit mining was conducted to a vertical depth of 30 to 40 m by GPS Ghana Ltd. Production details from this operation are unknown at this time.
There is no record of formal commercial historical mining activity for the other target areas.
3 GEOLOGICAL SETTING AND MINERALIZATION
3.1 Regional Geology
The geology of Ghana is largely underlain by the West African craton. The craton consists of the Man-Leo (or Kénéma-Man) shield in the south (extending from Ghana to Senegal) and the Archaean Reguibat Shield in Mauritania to the north. They are separated by overlying younger sediments of the Taoudeni Basin.
The Man-Leo Shield covers the southernmost third of the craton. It is divided into two portions, with the Archaean age Kenema-Man Domain in the west and a Paleoproterozoic dominated Birimian aged terrain in the east, sometimes referred to as the Baoulé-Mossi domain. The Birimian rocks consist of five evenly spaced commonly NNE-trending, narrow, linear greenstone belts composed of calc-alkaline or tholeiitic volcanic rocks. These belts are separated by wide intervening basins (such as the Kumasi Basin) filled with thick turbiditic sequences of argillites, phyllites, graywackes, and chemical sediments. The Birimian rocks are believed to have formed during two major orogenic phases, namely the Eoeburnian (ca. 2.25 to 2.15 Ga) and the Eburnian (ca. 2.12 to 2.06 Ga).
3.2 Local Geology
The AGM deposits are located within the Kumasi Basin, one of the intervening basins between the greenstone belts. Within this basin lies the Asankrangwa gold belt which was recognized after decades of artisanal mining in gold-bearing, shear zone hosted quartz reefs. The basin is bound to the southeast by the Ashanti Fault/Shear and the Bibiani Shear to the northwest. The Asankrangwa gold belt expresses itself as a complex of northeast-trending shear zones situated along the central axis of the Kumasi Basin. Several major northeast-trending shears/structures bisect the Kumasi Basin/Asankrangwa gold belt. The Nkran deposit is located on a jog along the regional 35-40° trending Nkran Shear, which is a zone about 15 km in width and may be traced on a northeast to southwest trend for 150 km. The Nkran Shear Corridor also hosts the Asuadai, Dynamite Hill, and Akwasiso deposits. The parallel Esaase Shear Corridor hosts the Esaase, Adubiaso, and Abore deposits. The Miradani Shear Corridor hosts the Tontokrom, Miradani, and Fromenda deposits.
3.3 Property Geology and Mineralization
The AGM deposits are hosted along the NE-SW Asankrangwa structural shear corridor, which is defined by NE-SW trending lineaments and magnetic lows and is about 7 km wide and over 50 km long. A summary of the structural controls on mineralization and dominant host rocks at each deposit is presented in Table 3-1.
Table 3-1 Summary of Structural Controls on Mineralization per Deposit
|
Deposit |
Mineralization Control |
Main Host Rock |
|
Nkran |
D2 shear + granitoid + linking QVs |
Quartz ("Qtz") sandstone + granitoid + quartz veins (QVs) |
|
Nkran Extension |
D2 shear + Late conjugate QVs |
Qtz sandstone |
|
Esaase |
D2 shear + tensional QVs |
Highly deformed sandstone-siltstone-shale + QVs |
|
Akwasiso |
D2 shear + granite + Late conjugate QVs |
Qtz sandstone + granite + QVs |
|
Abore |
D2 shear + granite dyke + Late conjugate QVs |
Granite + QVs |
|
Asuadai |
D2 + Granite + late conjugate QVs |
Granite + QVs |
|
Adubiaso |
D2 shear + granite dyke + Late conjugate QVs |
Qtz sandstone + granite |
|
Adubiaso Ext |
D2 shear + late conjugate QVs |
Qtz sandstone |
|
Miradani North |
D2 shear + sub-horizontal linking QVs |
Qtz sandstone + tonalite + QVs |
|
Midras South |
D2 shear + linking QVs |
Qtz sandstone |
3.3.1 Nkran
Nkran occurs on a 20° trending jog on the Nkran Shear Corridor. The Nkran Shear is characterized by sheared siltstones (phyllites) dominant on the western side of the shear and sandstone dominant on the east. The central part of the Nkran deposit consists of a series of wacke and sandstone-dominated stratigraphy that has been intruded by felsic porphyry (see Davis, 2016). Consistent mappable lithologies are the western sandstone, the central sandstone, the eastern sandstone, the felsic granitic porphyry intrusive unit, and the skinny breccia unit which is located within the eastern sandstones and runs along the strike of the deposit.
Mineralization at Nkran is controlled by an isoclinally sheared fold verging to the north. There is a very strong control on the gold mineralization distribution by structures associated with the Western Sandstone and the Eastern Breccia.
3.3.2 Esaase
Broadly speaking, the Esaase deposit area can be referred to as a 'system of gold-bearing quartz veins hosted by tightly folded Birimian-age sedimentary rocks arranged along an NNE-SSW trending strike'.
The mineralized domain model used currently as a basis for resource modelling is based on recognizing the distribution of vein arrays using quartz vein percentages, assisted by orientation data and pit mapping. In addition, the wealth of grade control data to date highlights the distribution of these vein arrays along fold hinges. These grade control patterns are best seen in level plans rather than cross sections due to the steeply northeast plunge to both mineralization and lithology.
Two styles of mineralization at Esaase are recognized:
1. The dominant control is sub vertical northeast-striking faults and shear zones. The faults are mostly not mineralized themselves, though there is some evidence of informal miners chasing some very narrow, late brittle faults. They probably also have a strong post-mineral component of movement. But the faults are flanked by belts of echelon veins with gold, particularly where the adjacent host rock is competent sandstone ('contact orogenic'). This explains why the best grades are in the Central Sandstone. It is much more competent than the adjacent Cobra black mudstones. The veins lie anticlockwise of the fold hinges, suggesting a component of sinistral movement. There is also evidence that sandstones within the Cobra Unit were more favourable for vein development.
2. The second style comprises swarms of echelon veins, kink bands and zones of incipient faulting that traverse various rock types. Within these belts, the veins are thicker, and grades higher, where they traverse competent sandstone.
3.3.3 Akwasiso
The Akwasiso deposit lies some 4 km NE of the main Nkran deposit and geologically bears many similarities to Nkran. A granite intrusion surrounds a 080° dipping cross structure and mineralization hosted in bounding 035°N sub-vertical shear structures transgressing a sandstone/siltstone sequence.
Akwasiso represents a smaller scale version of Nkran. Two shear zones are controlling the mineralization. The eastern mineralized envelope is associated with felsic porphyry emplaced along a sandstone siltstone contact. The intrusive seems to have occurred in a dilation jog with a potato shape plunging steeply to the north and terminated abruptly to the south. It is about 150-170 m along, and about 40-50 m across strike.
3.3.4 Abore
The Abore deposit is located on the Abore-Esaase shear corridor which also hosts the Esaase deposit. The main rock types observed within the Abore pit consist of carbonaceous shale, siltstone (phyllite), thinly bedded wacke, and thickly bedded sandstone. The sedimentary sequence has been intruded by a granitic (tonalitic) intrusion.
At least two (potentially three) phases of mineralization are recognized at Abore. Mineralization is constrained within the granite, with the overall trend of mineralization being parallel to that of the stratigraphy. The dominant phase of mineralization is hosted in shallow west-dipping 1 cm to 10 cm thick quartz vein arrays which have developed primarily along the eastern margin of the granite contact and the sandstone-wacke dominated stratigraphy. Minor disseminated alteration is observed, despite the significant hydrothermal (sericite and arsenopyrite) alteration associated with the mineralized zones. Vein density, rather than vein thickness, seems to be indicative of higher-grade zones. Analysis of vein orientations showed that two vein types of shallow west-dipping and steep west-dipping occur.
3.3.5 Asuadai
The Asuadai deposit is located on the regional NE trending Nkran shear zone, approximately 10 km a long strike from Nkran. The prospect features a massive intermediate (tonalite) granitoid hosting a quartz stockwork system.
The main rock types observed within the Asuadai pits consist of thinly bedded carbonaceous shale, siltstone (phyllite), and more thickly bedded wacke and sandstone. Two narrow granitic intrusions (diorite dykes) intrude the metasedimentary sequence on the boundary between the two main sedimentary domains. Extensive shearing in places associated with silica flooding (and associated alteration), makes it difficult to determine the volcanic component of these rocks.
The deposit is relatively complex with several controls of mineralization that influences the geometry of the mineralization. Two distinct styles of mineralization are recognized:
1. Steep ductile type mineralization associated with the metasedimentary lithologies: this style was selectively overprinted by a later brittle brecciation event. This mineralization parallels bedding, or foliation. Stereographic projections of vein arrays show a 020° to 040° orientation dipping steeply towards the west. The steep ductile mineralization is seen to bind the granitic intrusion. This mineralization is also associated with structures parallel to the main granitic intrusion.
2. Shallow dipping quartz veins: This is the dominant phase of gold mineralization at Asuadai and consists of veins that vary in thickness from 1 cm to 60 cm. The flat-lying vein arrays are best developed in the granite. The veins have associated sericite-albite-arsenopyrite-magnetite alteration.
3.3.6 Adubiaso
The Adubiaso geology comprises a sub-vertical stratigraphy of interbedded greywacke and phyllite, with three sub-vertical granite (porphyry) dykes obliquely cross-cutting the stratigraphy. A steep dipping (65° E) quartz vein system cuts across Birimian metasedimentary rocks, which dip steeply at 75° to the west. The vein system appears to be related to a NE fracture system (distinct from the Nkran structure) along the contact zone between dominantly phyllitic units on the east and coarser greywackes on the west, which host most of the gold-bearing veins. The central part of the vein system is 15 m to 20 m wide, but it tapers to about 10 m at both ends; the vein system has a strike length of about 700 m although the main area of economic significance is the central 300 m of the zone.
Mineralization at Adubiaso is split into two phases:
1. Ductile, shear-hosted mineralization, within the NNE striking, steeply west-dipping Nkran Shear Corridor. This zone measures approximately 25 m in width in the central area, thinning to approximately 6 m at the northern and southern ends of the pit.
2. Cross-cutting, NW to NNW striking, moderately east-dipping brittle quartz-carbonate vein hosted mineralization. This mineralization cross-cuts the shear zone and porphyry zones, and postdates the early phase of mineralization, are located in the hanging wall and footwall to the central mineralized zone. These structures appear to be spaced 35 m to 60 m vertically.
3.3.7 Miradani North
The Miradani North deposit is located on the Datano Shear zone which is the first from the east of five major fertile shear zones across the Asankrangwa gold belt. This shear zone is known to traverse the Fromenda area to the south and Datano to the north where there are several active prospects for gold. The deposit is 8 km away from the Nkran processing plant and 3 km south of the Midras South prospect.
The gold mineralization at Miradani North occurs as free gold in association with hydrothermal alteration of carbonate-sericite-arsenopyrite-chlorite-pyrite. The mineralization occurs in veins that at the sandstone /granitic porphyry contact or in the granite where the veins occur either as stockwork or spiderwebs of 1-3 cm long veinlets.
The overall mineralization is controlled by a westward dipping shoot that plunges to the north. The mineralization is controlled by the shape of the intrusive unit and has about 100 m thickness, 250 m strike length, and is continuous at depth with improved grade.
3.3.8 Dynamite Hill
The Dynamite Hill deposit is located on the Nkran shear trend about 7 km north of the Nkran pit and 4 km north of the Akwasiso pit where it offsets a regional north-south mafic dyke and a localized east-west cross-cutting structure. The area is underlain by fine to medium-grained greywackes (intermittent strong alterations) intercalated with argillites (phyllites), and intrusions of altered felsic rock (feldspar quartz porphyry/granitoid), quartz veins, and stockworks. The initial depth of oxidation was between 20 to 50 m below the surface on rugged terrain but a portion of the oxidized rock has been mined out. The deposit was mined in 2018 from an RL of about 330 m to 180 m.
Gold mineralization at Dynamite Hill is mostly associated with quartz stockwork hosted within the northwest trending, steeply dipping orebody of strongly altered (chloritic, sericitic, and silicified) wackes, and at the contact between felsic units and foliated meta-sedimentary rocks. Sulphide mineralization, mostly pyrites grading from fine to coarse crystals are present. The defined gold mineralized zone is about 40-50 m in true width and strikes NNE-SSW traced to a depth of about 250m and still open. The mineralization plunges steeply to the north. Recent drilling does not support continuity to the north, but the mineralization is open to the south but trending progressively weaker. The mined-out area covers a strike length of 250-300 m but mineralization can be traced for 600 m along strike.
3.3.9 Midras South
The Midras South deposit is located on the Datano shear zone approximately 4 km south of the Nkran deposit and 3 km north of the Miradani North deposit.
The main lithologies at Midras South are sandstones, siltstones and shales of the lower Birimian system. These rocks are well foliated and locally sheared due to the D2 deformation defining the Datano Shear corridor. Foliation dips steeply and slightly oblique to bedding, and as observed in drilled core the area is tightly folded and sheared as foliation planes switch from NE to NW. The rocks are generally foliated with the shales displaying better development of foliation planes than the sandstones as observed in drill chips and drilled core.
Gold mineralization is primarily hosted in a strongly sheared quartz sandstone unit with high pyrite dissemination particularly in areas where more brittle quartz-carbonate veins are localized. Alteration mineral assemblages associated with gold mineralization are sericite-quartz-carbonate-pyrite and arsenopyrite
4 DEPOSIT TYPES
Two broad styles of gold deposits are present in southwest Ghana:
• Structurally controlled lode or orogenic gold deposits.
• Paleoplacer disseminated gold deposits in Tarkwaian conglomerates.
The primary controls on mineralization in the Asankrangwa gold belt are structural in origin. Certain sandstone units within the Birimian metasedimentary package provided favourable rheological conditions that optimized gold deposition often close to major lithological contacts with either Birimian metavolcanic rocks, or Tarkwaian metasedimentary rocks (Griffis et al, 2002). The deposit type targeted by AGGL is this structurally controlled mesothermal quartz vein style mineralization (orogenic gold type deposits). This is the most important type of gold occurrence in West Africa and is commonly referred to as the Ashanti-type. Milesi et al. (1992) recognized that mesothermal quartz vein style deposits are largely confined to tectonic corridors that are often over 50 km long and up to several kilometres wide and usually display complex, multi-phase structural features, which control the mineralization.
There are at least two separate gold mineralizing events that are linked to the structural evolution of the area. Mineralization is linked to:
• Early isoclinal folding, shearing and/or duplexing of stratigraphy controlling the location of deformation zones and fluid flow.
• A late approximate east-west compressional event that generated shallow dipping to flat orientated conjugate vein sets that crosscut the earlier rock fabric and gold mineralization.
The most common host rock is usually fine-grained metasedimentary units, often in close proximity to graphitic, siliceous, or manganiferous chemical sediments. However, in some areas, mafic volcanic rocks and belt intrusions are also known to host significant gold occurrences. Refractory type deposits feature early-stage disseminated sulphides in which pyrite and arsenopyrite host important amounts of gold overprinted by extensive late-stage quartz veining in which visible gold is fairly common and accessory polymetallic sulphides are frequently observed. This type includes important lode/vein deposits in Ghana such as at the Obotan and Esaase area. A second non-refractory style of gold mineralization occurs in which gold is not hosted within sulphide minerals either in early, or late-stage mineralization. These deposit types have lower sulphide content in general and often lack the needle-like arsenopyrite that is common in the refractory type deposits.
The Asanko Gold deposits demonstrate a late (second) phase of gold mineralization generally hosted in granitoids (Nkran basin type granite), emplaced in regional shear corridors. The deposits are situated within the Birimian metasedimentary units, but the granitoid intrusions and mineralization both occur at contacts between greywacke and carbonaceous phyllite units. The deposits are dominated by D2 regional reverse faulting gold, and only contain quartz vein-hosted free-milling gold lodes.
The deposit types in the AGM area are sufficiently well understood to support the exploration programs and geological models forming the basis of the mineral resource estimates.
5 EXPLORATION
5.1 Geological Mapping
The broad framework of geological understanding on the AGM licences comes from geophysical interpretations completed in 2016. This work has been expanded on through geological mapping and from drilling and exposures at the various open pits. Geological mapping on the Asankrangwa gold belt is hampered by a paucity of exposed basement rock, with deep weathering and laterite/alluvial cover making it more challenging. Often it is exposures created by artisanal mining workings that provides the most informative outcrop.
Field mapping has been undertaken at the target properties by AGGL geologists. Outcrop and visible features have been mapped and locations identified using handheld GPS. A targeted license-wide program of mapping and sampling was conducted in 2021, focusing on mineralized areas exposed by artisanal miners. This work was beneficial in understanding structural controls on mineralization and targeting of several prospective areas for follow-up reconnaissance-style RC drilling.
5.2 Geochemical Sampling
Multiple soil geochemical surveys have been undertaken on the AGM licences by various explorers. Since 2017, a total of 1,246 surface geochemical samples (grab, soil, stream sediment) have been taken by AGGL geologists across the greater AGM licences with the focus on generation of greenfield targets.
5.3 Geophysical Surveys
Geophysical surveys over the property have included regional aeromagnetic imaging of the Ashanti Belt and adjacent Kumasi Basin by the Ghana Geological Survey, as well as IP ground geophysical surveying and airborne VTEM and magnetic survey centred over specific targets.
Airborne geophysical surveys were commissioned by AGGL during 2015/2016 to advance the understanding of the geological and structural settings of the Asankrangwa gold belt.
A ground geophysics orientation study was initiated over the Esaase deposit in 2019 by Planetary Geophysics based in Australia. This work was planned as a 'proof of concept' orientation survey, with the intention of completing a series of much larger gradient array and IP surveys within the AGGL license package. However, the global pandemic in 2020-2021 delayed commencement of this activity. Given the success of this Esaase survey, geophysical coverage of this type has a high likelihood of identifying other zones of high chargeability that may be a proxy for gold mineralization.
6 DRILLING
6.1 Type and Extent of Drilling
To date, a combined total of 4,773 evaluation air core (AC), DD, RC and RCD drill holes totalling 652,425 m have been drilled at the AGM deposits that are the subject of this Report, as well as additional grade control and other drill holes. Mineral resource definition drilling at AGM mainly includes RC and DDH drilling.
The drilling density is considered appropriate to define the geometry and extent of the mineralization for the purpose of estimating mineral resources, given the understanding of the local geology, structure and confining formations. AGM's strategy is to conduct drilling sufficient to assume geology and grade continuity to a level to support at least Indicated Mineral Resources and thus support the application of modifying factors in sufficient detail to support mine planning and evaluation of economic viability. Section 14 of the AGM's 2023 Technical Report summarizes the drill hole data used in the estimation of mineral resources.
7 SAMPLE PREPARATION, ANALYSES, AND SECURITY
7.1 Sample Preparation and Analyses
All sampling was performed by AGM staff. No metal jewelry is permitted to be worn by the AGM samplers to avoid contamination.
Core samples were typically between 30 to 150 centimeters in length and weighed between 2 to 3 kilograms. Sample intervals were determined by the logging geologist respecting lithological boundaries, alteration zones and structural features.
Core cutting procedures vary slightly from historical operators. In both cases an orientation line was drawn on the core and an electric diamond core saw used to cut the core retaining the left-hand side for reference (when looking down hole).
Historical samples were cut 1-centimetre to the right of the line and AGM samples were cut along the line. AGM procedures state that the line should be traced perpendicular to the stratification, or where there is mineralization, one should try to get the optimum distribution so that 50% of mineralization is represented in each half of the core.
Where core was too friable to cut with a diamond saw, the core was dry cut or cleaved.
For RC samples, chips of approximately 2 to 3 kilograms were collected from the cyclone in 1-metre intervals and split in a riffle splitter. If the resultant sample was greater than 3 kilograms, then the entire sample was re-split. The cyclone was continuously monitored to avoid contamination from clogging and at a minimum cleaned after every hole. The drill rods, down-hole hammer bit and the sampling equipment were cleaned regularly using compressed air. Sample recovery is monitored by weighing samples at the RC drill rig to ensure that sufficient material is collected.
Nkran exploration RC samples were taken from the drilling rig using a rotary splitter which produced equal aliquots to mitigate any bias. A 3-kilogram sample was collected for laboratory submission and coarse rejects of all samples were kept as a backup for at least three months for grade control ("GC") and six months for exploration.
Esaase and other RC samples were split using a three-tier riffle splitter (1 in 8 split) to obtain a sub-sample of 3 kilograms or less and collected in pre-labelled plastic bags. Rejects are stored in plastic bags.
Samples with visible gold were routinely submitted for either screen fire assay or a bulk cyanide leach assay.
GC samples were collected by RC drilling at an optimal drilling depth of 30 meters. Samples were taken at regular 1.5 metres intervals. A total of approximately 2.5 to 3.0 kilograms were collected using automatic cone splitter mounted on the GC drill rig. All samples were collected into plastic bags, labelled, and sealed on site before transported to the Asanko mine laboratory for preparation and analysis.
7.1.1.1 Laboratory Preparation and Analyses
The sample preparation and analyses methodology used by the primary laboratories is summarized in Table 7-1.
Table 7-1: Summary of analytical laboratories sample preparation and gold assay techniques (2014-2022)
|
Laboratory |
Locality |
Period |
Preparation |
Au Assay |
Lower Detection |
|
ALS |
Kumasi |
2014-2022 |
PREP-31 - 3 kg, or less of sample is dried, disaggregated, and jaw crushed with 70% passing 2 mm. Sample is pulverized to 85% passing 75 μm using an LM2 pulveriser. Two pulp samples are taken for analysis and pulp storage. |
30 g FA AAS |
0.01 g/t |
|
Intertek |
Tarkwa |
2014-2022 |
Samples are crushed to 2 mm and pulverized to 75 μm. |
FA, Leachwell bottle roll* |
0.01 g/t |
|
Asanko |
Nkran Site |
2017-2022 |
Samples are crushed to 2 mm and pulverized to 90% passing 75 μm in LM2 pulverisers. 250 g pulp sample taken for analysis. |
FA, Leachwell bottle roll* |
0.01 g/t |
7.2 QP Opinion
In general, the sample preparation, analysis and security procedures described by AGM for drilling samples are considered acceptable and are therefore adequate to support mineral resource modeling.
8 DATA VERIFICATION
8.1 Verification by AGM
The exploration work carried out on the Project during 2014 to 2022 was conducted by AGM personnel. AGM implemented a series of routine verifications to ensure the collection of reliable exploration data. All work was conducted by appropriately qualified personnel under the supervision of qualified geologists.
To ensure procedural consistency for data collection on the Project, AGM followed written Standard Operating Procedures ("SOPs") for all data collection. This includes procedural documents for collar surveys, down-hole surveys, drill core logging, sampling of drill core, RC chips, and core density, and analytical quality control.
The Project database is stored in Maxwell DataShed™ (MDS version 4.6.4) software, used to import laboratory files, check results for certified reference materials and issue a report on batch performance. AGM partly relied on the built-in data verification tools which has standard constraints, keys, and triggers to ensure that only validated data can be loaded. If these constraints, keys, or triggers have been edited or removed, invalidated data can be merged into the database, (e.g., overlapping intervals, data that exceeds the maximum depth of the drill hole, etc.).
Assay results were delivered by the primary laboratories electronically to AGM and imported into the Datashed database.
As an additional check on the reliability of assay results from the primary laboratories, both PMI and AGM instituted check assay programs at several laboratories. This is completed after a drilling program is completed, or as batches of pulps are being returned from the laboratory. The samples selected are a representative subset of grades across the deposits.
There were no check assays for exploration samples done in 2014. Exploration samples were initially analyzed at Asanko laboratory from 2015 to 2016 and were check assayed at the ALS lab in Kumasi. Exploration samples analyzed at the Intertek Laboratory during 2017-2021 were sent to ALS. No check samples have been submitted for grade control samples.
Previous extensive data verification was undertaken by several independent consultants over the periods when Keegan and PMI owned the Esaase and Nkran properties respectively, prior to the AGM takeover of PMI and the merger of the two entities as Asanko Gold and the commencement of mining from the Nkran pit in 2015. These independent consultants included SRK (2011, 2012), CJM (2014, 2016), and CSA Global (2016, 2019). In November 2020, AGM commissioned independent consultant Richard Minnitt (Minnitt, 2020) to review the Asanko mine laboratory procedures and data. Based on his review, no significant issues were identified. Mr. Minnitt visited the Asanko laboratory multiple times in 2021, reviewed the process and interviewed the laboratory personnel, and is of the opinion that the Asanko laboratory was operating at industry standard.
As part of AGM's regular procedures, project staff visit the laboratories processing their samples on a regular basis. This was done to review the sample handling, preparation, and analytical procedures. A compilation of weekly, monthly, quarterly, bi-quarterly, and annual analytical quality control reporting, including data charting and results, is completed on the control sample assays.
8.2 Verification by SRK
8.2.1 Site Visit
In accordance with National Instrument 43-101 guidelines, several members of the SRK team visited the Project to inspect the properties, conduct field investigations and discuss with AGM personnel.
Qualified persons Dr. Oy Leuangthong, PEng (Mineral Resources), and Mr. Glen Cole, PGeo (Geology) visited the Project from August 6 - 11, 2022 accompanied by various technical AGM staff. The purpose of the site visit was to review all aspects that could materially impact the integrity of the exploration database, including core logging and sampling, as well as review the controls on gold mineralization. SRK was given full access to all relevant project data.
During the site visit, all the Project areas were visited to review local geology as well as historical mining activities and to verify information used for mineral resource modeling. The lithological contacts checked by SRK matched the information reported in the core logs. Drill collars from various deposits were captured by GPS as digital control points and were found to compare reasonably well to the digital database provided. The qualified persons examined core from several boreholes and found that the logging information accurately reflects actual core.
8.2.2 Verifications of Analytical Quality Control Data
AGM provided SRK with external analytical control data containing the assay results for the quality control samples for the Project. All data were provided to SRK in Microsoft Excel spreadsheets. SRK aggregated the assay results of the analytical control samples for further analysis. Control samples (blanks and certified reference materials) were summarized on time series plots to highlight their performance.
9 MINERAL PROCESSING AND METALLURGICAL TESTING
9.1 2022 Testwork - Esaase Main Pit
Composites were prepared for testwork from the interval samples that had been dispatched to Bureau Veritas (BV) in Vancouver. These samples were obtained from diamond drilling undertaken in 2022. The data on which the composites were selected consisted of:
• Oxidation state: Oxide, Transition, Fresh;
• Stratigraphy: Upper Sandstone, Cobra, Central Sandstone. Assignment of stratigraphy was based on geological logging, except for the initial three holes where it was inferred from the block model using the lithostratigraphic model as it was at the time;
• Carbon content based on the geological logging: None, Trace, Weak, Moderate and Strong; and
• Au grade: data available included both cyanide-soluble Au (from the site PAL 1000 analyzers) and total Au (from fire assays of the PAL 1000 tails).
For the initial three drillholes generated in Q1 2022, the above data was available on the basis of 6 m interval composites. For the remaining drillholes generated in Q2 2022, the above data was available on a 1 metre interval basis.
The selected as-received half drillcore intervals were crushed to 6.7 mm then split in half, with one half used in the composite and the other half retained separately for reference purposes and for potential future use. Based on sample mass requirements and the available timeframe in which to conduct the testwork, eight composite samples were generated: one Oxide, one Transition and six Fresh, designated as follows:
• Composite 1 - Oxide (all three stratigraphy units combined);
• Composite 2 - Transition (Upper Sandstone and Cobra combined - there was no Central Sandstone material available);
• Composite 3 - Upper Sandstone;
• Composite 4 - Cobra Low Au (expected grade 0.98 g/t Au);
• Composite 5 - Cobra High Au (expected grade 1.89 g/t Au);
• Composite 6 - Central Sandstone Low Organic Carbon ("OC") (intervals logged as None or Trace);
• Composite 7 - Central Sandstone High OC (intervals logged as Weak, Moderate or Strong); and
• Composite 8 - Central Sandstone Low Au Recovery (selected intervals that reported a low cyanide recoverable content - expected Au recovery 72% versus 83-94% for the other composites).
Where possible, contributions to composites were made on the basis of selecting at least three adjoining intervals. As the data for the initial three drillholes was only available for 6 m composites, these intervals were either selected in their entirety (i.e. the full 6 m interval), or not selected in their entirety. The target composite mass for testwork was 80 kg per composite.
9.1.1 Results
The Oxide Composite 1 showed high Au recoveries for all three tests, thereby showing negligible sensitivity to grind size over the range tested. All of the other composites showed, to a greater or lesser extent, a decrease in recovery under CIP conditions compared to CIL conditions, indicating preg-robbing behavior (the Oxide composite was not tested under CIP conditions).
Dunne et al. (2012) characterize ores with a PRI of 0 as not preg-robbing, values <1.0 indicative of low preg-robbing and values above 2.5 indicative of highly preg-robbing behavior. On that basis, Composite 1 can be considered to be not preg-robbing, Composite 2 low preg-robbing and Composite 5 borderline low preg-robbing, whereas Composite 8 is classified as highly preg-robbing. By this definition, the remaining composites fall somewhere in between low preg-robbing and highly preg-robbing.
None of the samples showed any significant difference in response between the use of fresh or regenerated carbon at the 25 g/l addition level. Composites 2 and 5 showed no significant difference in recovery between the use of 25 g/l carbon and 40 g/l carbon, however Composites 3, 4, 6, 7 and 8 did report a higher overall Au recovery at the higher carbon concentration level.
Composite 2 showed little sensitivity to grind size for the coarser sizes tested - the lower recovery at the 140 mm P80 may be due to the lower calculated head grade, or it may reflect the significantly lower gravity recovery at that grind size. Composite 1 also exhibited a reduction in gravity recovery with increasing grind size. Composite 6 however showed no sensitivity to either total or gravity recovery at the coarser sizes tested.
The samples where a finer grind size was tested also exhibited little sensitivity to recovery at the finer grind size. Composite 3 reported a significantly higher residue grade, however as the calculated head grade was also significantly higher the total recovery was largely unchanged. The gravity recovery for this sample was also significantly higher at the finer grind size. Composites 4, 5 and 8 also reported lower residues grades at the finer grind size, however the head grades were also lower and so the total recoveries showed little difference. The gravity recovery for Composite 5 was significantly higher at the finer size, however for Composites 3 and 8 it was not significantly different. Only Composite 7 reported a lower residue grade at the finer grind size, which when coupled with a higher calculated head grade gave a significantly higher total recovery. The gravity recovery for this sample at the finer grind size was also significantly higher.
The baseline test residue size-by-size assays for these composites showed some increase in Au grade in the coarser fractions, more so for Composites 3 and 5 than the others. Carbon and sulphur grades tended to be higher in the intermediate size fraction, however there were no discernible relationships between Au and S or C in the size fractions.
The diagnostic leach tests showed between 8% and 25% of the residual Au was cyanide recoverable, 6% or less was associated with carbonaceous minerals, 36% to 69% was associated with calcite/dolomite/pyrrhotite/goethite, 10% to 18% with sulphide minerals and 6% to 19% locked in silicate minerals. The Composite 4 samples exhibited the lowest cyanided recoverable Au and Au associated with sulphides, but the highest Au associated with calcite/dolomite/pyrrhotite/goethite. The Composite 8 sample exhibited the highest Au locked in silicates and associated with sulphides, but the lowest Au associated with calcite/dolomite/pyrrhotite/goethite.
As noted above, all of the samples tested showed an increase in recovery under CIL conditions compared to the direct leach component of the CIP tests, and some of the samples showed a further increase in CIL recovery at the higher carbon concentration.
These results show what amounts to virtually a step change in behavior over a narrow range of PRI values between 1.0 and 1.5, from a response indicating mild preg-robbing behavior at a PRI of just over 1.0 or less to behavior indicating a significant preg-robbing response at PRI values of just under 1.5 and above.
9.2 2022 Testwork - Nkran and Obotan Satellite Deposits
9.2.1 Nkran
Four samples were submitted for testwork at BV generated from 2022 drilling. The samples were from the base of the pit, aimed to represent "Cut 3" of the pit design. Three of the samples were of Sandstone, and the other was of Granite.
The testwork followed the same scheme as for the 2022 Esaase testwork, with comprehensive head assays, gravity recovery and cyanide leaching testwork, however in this case the focus was on sensitivity to grind size, which had not previously been extensively tested for Nkran; the cyanide tests were conducted in CIL format only and with a single carbon concentration - 25 g/l of fresh carbon. The baseline grind size was a P80 of 90 mm, and coarser grind sizes - up to a P80 of 150 mm, were tested for each sample.
The head assays showed the samples to be free of deleterious elements, consistent with AGM's knowledge of, and experience with, Nkran ore. The PRI values indicate the samples to be low (Sandstone samples) or not (Granite sample) preg-robbing.
The leach tests reported high Au recoveries with little sensitivity to grind size over the range of sizes tested. While the recoveries for the Western and Central Sandstone sample showed a slight decrease with increasing grind size, this was more an artifact of the calculated head grades, as the leach residue grades showed essentially no variation with grind size. The residue grades for the Granites sample showed something of a step change between the P80 134 mm and 104 mm tests and this is reflected in the recovery values, although the figure for the P80 134 mm test is clouded by the much higher calculated head grade.
The results for the Eastern Sandstone sample showed a decrease in recovery for the grind sizes coarser than the baseline figure. Size-by-size assays conducted on the leach residue from test GCIL11 indicated that a grind size of P80 75 mm may be a more optimum figure for this material.
9.2.2 Abore
A small testwork program was undertaken at the Asanko laboratory to test the metallurgical response of the Sandstone lithology type at Abore. This lithology type had only been tested previously as a minor blend component with the predominant Granite lithology.
Two samples were generated from 2022 infill drilling, one from intervals of diamond drill core and the other from intervals of RC chip. Both samples were of Fresh material, and the samples were composited from coarse assay reject material.
The test procedure was as follows:
• Head assay - Au by PAL 1000 with fire assay of the residue, and S and C speciation (Total S, Sulphide S, Total C, Organic C) by Leco.
• Gravity recovery - 2 kg samples were ground to the target P80 of 106 mm then passed once through a 7.5 cm Knelson Concentrator. The concentrate was subjected to intensive cyanidation with the tailings from the Knelson and intensive cyanidation stages combined for the subsequent leach tests.
• Cyanidation - bottle roll tests based on 1 kg samples under typical Asanko plant parameters:
• 50% solids;
• pH 10.5;
• 100 g/t Pb(NO3)2;
• oxygen injection: DO initially 20 ppm then maintained at 15 ppm;
• initial addition of cyanide equal to 850 ppm NaCN in solution;
• carbon addition of 25 g/l of fresh (conditioned) carbon; and
• 18 hour residence time with monitoring of pH, free NaCN and DO.
The leach results show high recoveries for both samples - the lower recovery for Composite 1 is a function of the low head grade - the leach residue grades in both cases were 0.06-0.08 g/t.
9.2.3 Midras South
A small testwork program was undertaken at ALS Kamloops on samples from Midras South. This was the first metallurgical testwork program undertaken for this orebody.
Three samples were generated from 2021/22 drilling, one each of Oxide, Transition and Fresh. The Oxide sample was made from intervals of RC chip and the Transition and Fresh samples were made from intervals of diamond drill core.
Based on the testwork result spreadsheets received as of the effective date of the report (ALS Kamloops, 2022), the test procedure appears to have been as follows:
• Gravity recovery - 2 kg samples were ground to the target P80 of 106 mm then passed once through a 7.5 cm Knelson Concentrator. The concentrate was subjected to intensive cyanidation with the tailings from the Knelson and intensive cyanidation stages combined for the subsequent leach tests.
• Cyanidation - bottle roll tests based on the recombined 2 kg samples with the following parameters:
• 50% solids;
• pH 10.5;
• 30 minute pre-aeration with 100 g/t Pb(NO3)2;
• oxygen injection: DO maintained at 15 ppm;
• initial addition of cyanide equal to 850 ppm NaCN in solution;
• carbon addition of 25 g/l; and
• 18 hour residence time with monitoring of pH, free NaCN and DO.
The leach results show recoveries of between 93% and 96% for the three samples; the leach residue grades ranged from 0.04g/t to 0.08 g/t.
9.3 Life-of-Mine Recovery Estimates Summary
The recovery relationships developed for Esaase, Nkran, the Obotan satellite deposits and the site stockpiles are summarized in table below.
Table 9-1 Summary of recovery relationships
|
Orebody |
Oxidation Level |
Lithology |
Recovery Relationship |
|
Esaase |
Oxide |
All |
Fixed tails grade: 0.1 g/t Au |
|
|
Transition & Fresh |
Hawk & USS |
Recovery = 8.26 * ln(Au head grade) + 73.86 |
|
|
|
Cobra |
Recovery = 2.70 * ln(Au head grade) + 71.14 |
|
|
|
CSS & FWS |
Recovery = 6.98 * ln(Au head grade) + 74.38 |
|
Nkran |
All |
All |
Fixed recovery: 94% |
|
Abore |
All |
All |
Fixed recovery: 94% |
|
Miradani North |
All |
All |
Fixed recovery: 94% |
|
Akwasiso |
All |
All |
Fixed recovery: 94% |
|
Dynamite Hill |
All |
All |
Fixed recovery: 94% |
|
Adubiaso |
All |
All |
Fixed recovery: 94% |
|
Midras South |
All |
All |
Fixed recovery: 94% |
|
Stockpiles |
All |
All |
Fixed recovery: 85%; minimum 0.1 g/t Au tails grade |
10 MINERAL RESOURCE ESTIMATES
The effective date of the Mineral Resource Statement is December 31, 2022. The Asanko Gold Mine is comprised of nine deposits: Nkran, Esaase, Abore, Miradani North, Midras South, Adubiaso, Akwasiso, Asuadai and Dynamite Hill.
Table 10-1 Mineral Resource Statement* for Asanko Gold Mine, Ghana (December 31, 2022)
|
Category |
Deposit |
Tonnage (Mt) |
Grade (g/t Au) |
Contained Metal (koz Au) |
|
Measured |
Nkran |
|
|
|
|
|
Esaase |
|
|
|
|
|
Abore |
|
|
|
|
|
Miradani North |
|
|
|
|
|
Adubiaso |
|
|
|
|
|
Midras South |
|
|
|
|
|
Akwasiso |
|
|
|
|
|
Asuadai |
|
|
|
|
|
Dynamite Hill |
|
|
|
|
|
Stockpiles |
7.4 |
0.67 |
158 |
|
|
Total Measured |
7.4 |
0.67 |
158 |
|
Indicated |
Nkran |
15.3 |
1.89 |
931 |
|
|
Esaase |
30.6 |
1.25 |
1,227 |
|
|
Abore |
12.8 |
1.16 |
477 |
|
|
Miradani North |
7.9 |
1.39 |
352 |
|
|
Adubiaso |
3.1 |
1.47 |
148 |
|
|
Midras South |
|
|
|
|
|
Akwasiso |
1.4 |
1.16 |
52 |
|
|
Asuadai |
1.6 |
1.23 |
64 |
|
|
Dynamite Hill |
2.2 |
1.34 |
95 |
|
|
Stockpiles |
|
|
|
|
|
Total Indicated |
75.0 |
1.39 |
3,346 |
|
Measured + Indicated |
Nkran |
15.3 |
1.89 |
931 |
|
|
Esaase |
30.6 |
1.25 |
1,227 |
|
|
Abore |
12.8 |
1.16 |
477 |
|
|
Miradani North |
7.9 |
1.39 |
352 |
|
|
Adubiaso |
3.1 |
1.47 |
148 |
|
|
Midras South |
|
|
|
|
|
Akwasiso |
1.4 |
1.16 |
52 |
|
|
Asuadai |
1.6 |
1.23 |
64 |
|
|
Dynamite Hill |
2.2 |
1.34 |
95 |
|
|
Stockpiles |
7.4 |
0.67 |
158 |
|
|
Total Mea + Ind |
82.3 |
1.32 |
3,504 |
|
Inferred |
Nkran |
3.6 |
1.83 |
209 |
|
|
Esaase |
8.2 |
1.26 |
334 |
|
|
Abore |
3.6 |
1.14 |
131 |
|
|
Miradani North |
2.9 |
1.30 |
122 |
|
|
Adubiaso |
0.1 |
1.05 |
3 |
|
|
Midras South |
5.4 |
1.32 |
232 |
|
|
Akwasiso |
0.2 |
1.28 |
9 |
|
|
Asuadai |
0.1 |
1.29 |
4 |
|
|
Dynamite Hill |
1.0 |
1.24 |
40 |
|
|
Stockpiles |
|
|
|
|
|
Total Inferred |
25.1 |
1.34 |
1,084 |
Notes:
1. Mr. Malcolm Titley, MAIG of CSA Global UK is the Qualified Person responsible for the Nkran mineral resource statement. Dr. Oy Leuangthong, PEng and Mr. Glen Cole, PGeo of SRK Consulting (Canada) Inc. are Qualified Persons responsible mineral resource statements for Esaase, Abore, Miradani North, Adubiaso, Midras South, Akwasiso, Asuadai and Dynamite Hill.
2. Mineral resources are not mineral reserves and have not demonstrated economic viability. All figures have been rounded to reflect the relative accuracy of the estimates. Due to rounding, some columns or rows may not compute exactly as shown.
3. Reported within an optimized pit shell assuming a price of USD1,800 / oz gold and using various cut-off grades: 0.40 g/t gold for Nkran; 0.50 g/t in Oxides and 0.60 g/t gold in Transition and Fresh for Esaase; and 0.45 g/t gold for all other deposits. Metallurgical recovery of 94% for all deposits, except in Esaase, where gold recoveries vary based on lithology.
4. All tonnages are reported as in situ dry tonnes.
5. Mineral resources are inclusive of mineral reserves. Galiano's share of the Project on an equity basis is 45%. All quantities are reported on a 100% basis.
10.1 Nkran Mineral Resource Estimate
10.1.1 Geological Interpretation
10.1.1.1 Lithology Domains
The Nkran lithological model was updated by CSA Global using Leapfrog. The interpretation was based a structural and lithology review completed by site geologists which included the additional 23 diamond drillholes completed during 2021/2.
10.1.1.2 Weathering Domains
Asanko geologists created weathering profiles for the bottom of complete oxidation (base_oxide) and the top of fresh (top_fresh) material in LeapfrogTM, based on logged oxidation/weathering state prior to the 2018 estimate - these surfaces were used to flag weathering into the updated model and assign density values into the blocks. CSA Global checked the logged weathering surfaces in the new drilling against the interpreted surfaces. The new drilling is collared in the pit which is in fresh rock.
10.1.1.3 Mineralisation domains
The main lithological units, form the basis for delineating geological domains (GEOL).
Mineralization composites were generated in Leapfrog using a gold cut off of 0.15 g/t and a minimum mining width of 6 m to guide sample selection. The interval select tool in Leapfrog was used to ensure that just the mineralized material was selected, not the lower grade dilution added either side of the 0.15 g/t intervals to create the minimum width composite.
A binary numeric code was set up using the calculation function in Leapfrog for the selected intervals. This code was used as an input into an indicator model within the Leapfrog numeric modelling function. The indicator model was guided by structural trends were provided by Asanko geologists.
10.1.2 Grade Estimation
The Nkran MRE has been estimated using post-processing of ordinary kriged large panel estimates to produce a recoverable MRE. This method provides SMU scale block estimates that honour the theoretical grade-tonnage relationship determined from discrete Gaussian change of support. Uniform Conditioning (UC) results for the large OK panels are transferred to SMU blocks using Localised Uniform Conditioning (LUC). The quality of the results is dependent on the availability of drill hole data and the nature of the spatial variance.
The biggest contributors to gold metal are ESTZON 210 and 220, where examples are presented to document the workflow.
10.1.3 Resource Classification
The classification category is based upon an assessment of geological understanding of the deposit, geological and mineralization continuity, drill hole spacing, quality control results, search and estimation parameters and the analysis of in-situ dry bulk density data.
The Nkran deposit shows reasonable continuity of mineralization within well-defined geological constraints. Drill holes are located at a nominal spacing of 25 m on 25 m sections extending out from 50 to 100 m on the periphery of the deposit. The drill spacing is sufficient to allow the geology (and associated mineralization) to be modelled into wireframes for each domain. Reasonable consistency is evident in the orientations, thickness and grades of the mineralized zones.
There is no material classified as Measured MRE as the short range mineralization trends defined by grade control drilling (in previously mined areas) cannot be defined by the exploration drilling. Indicated MRE were informed by Slope of Regression statistics, the average distance of samples used to estimate block grades and where drilling includes zones of 25 x 25 m spacing. The remaining material above a wireframe surface nominally based on a US$1,800/oz gold price conceptual Whittle pit shell (generated for the purposes of defining a constraint underpinning "reasonable prospects of eventual economic extraction" as required under CIM guidelines) was classified as Inferred MRE.
10.1.4 Reasonable Prospects for Eventual Economic Extraction
CIM Definition Standards for mineral resources and mineral reserves defines a mineral resource as:
"A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction (RPEEE). The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling."
The Nkran deposit satisfies RPEEE for open pit extraction based on the assumptions listed in Table 10-2.
Table 10-2 Assumptions considered for selection of reporting cut-off grade
|
Parameter |
Value |
|
Mining Cost (US$/tonne) |
2.47 |
|
General and Administration (US$/tonne) |
11.84 |
|
Process Cost (US$/tonne of ore) |
10.66 |
|
Gold Recovery (%) |
94% |
|
Mining Recovery/Mining Dilution (%) Built into Regularised model used for Whittle optimisation |
94/8 |
|
Gold Price (US$/ounce) |
1,800 |
|
Reporting cut-off grade in Au g/t |
0.4 g/t |
10.1.5 Mineral Resource Statement
The Mineral Resource Estimate for the Nkran deposit of the Nkran Gold Project as at December 31, 2022 is presented in Table 10-3. The Mineral Resource Statement has been depleted for mining as at December 31, 2022.
Table 10-3 Mineral Resource Estimate for Nkran Gold Deposit, Ghana (December 31, 2022)
|
|
Tonnes (Mt) |
Au Grade (g/t) |
Au Metal (koz) |
|
Indicated |
15.34 |
1.89 |
931 |
|
Measured and Indicated |
15.34 |
1.89 |
931 |
|
Inferred |
3.57 |
1.83 |
209 |
Notes:
1. The effective date of the Mineral Resource Estimate is 31 December 2022.
2. The Mineral Resource Estimate has been depleted for mining up to 31 December 2022.
3. The Mineral Resource Estimate is reported at a cut-off grade of 0.4 g/t gold assuming: metal price of US$1,800 per ounce of gold, mining cost of US$2.47 per tonne, G&A cost of US$11.84 per tonne, processing cost of US$10.66 tonne, process recovery of 94%.
4. Figures have been rounded to the appropriate level of precision for the reporting of the MRE.
5. Due to rounding, some columns or rows may not compute exactly as shown.
6. The MRE is stated as in situ dry tonnes. All figures are in metric tonnes.
7. The MRE has been classified under the guidelines of the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council (2014), and procedures for classifying the reported mineral resources were undertaken within the context of the Canadian Securities Administrators National Instrument 43-101.
8. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.
9. Mineral resources have been reported inclusive of mineral reserves, where applicable.
10.2 Esaase, Abore, Miradani North, Adubiaso and Midras South
SRK produced a mineralization domain for Esaase and reviewed the mineralization domains for Abore, Miradani North, Midras South, and Adubiaso that was produced by the client site geologists.
10.2.1 Geology and Mineralization Model
10.2.1.1 Lithological domains
A simplified lithological model was produced for Esaase by consolidating the logged lithology codes into a refined lithology field. In total, five refined lithology codes (FW Sandstone, Central Sandstone, Cobra Unit, Upper Sandstone and Hawk Unit) were produced in Leapfrog. SRK notes that some discrepancies between logging campaigns of each rock type has resulted in inconsistencies and recommends these intervals are relogged and refined, for use in future iterations of the lithology modelling. Historical drill holes with inconsistent logging data were excluded from the model. The consolidation of the lithological field to produce a simplified lithological model was guided by structural and lithological data collected during a site visit, drone imagery, previous maps and reports and structural data from drill holes. Polylines were used to constrain the geological domain boundaries to observable contacts seen in drone imagery from the open pit.
Lithological models for Abore, Miradani North, Midras South, and Adubiaso were constructed by Galiano's site geologists and reviewed by SRK. Lithological domaining followed a similar workflow as for Esaase and were produced by consolidating the logged lithologies into a refined lithological field.
The lithological domains in Abore consists of a central granite, feldspar porphyry sills and domains for sandstone and shale. Miradani North is made up of refined lithological domains for granite, FW and HW sandstone, and siltstone. Midras South, lithological domains were produced for sandstone and shales and for Adubiaso, FW and HW graywacke and phyllites and feldspar porphyry sills.
10.2.1.2 Weathering domains
Weathering surfaces were modelled for the base of oxidation and top of fresh using the oxidation column in exploration drillhole logging. The final surfaces were constructed from a modified and grouped oxidation column.
10.2.1.3 Mineralization domains
For Esaase, SRK selected a modelling cut-off by assessing the extent and continuity of a series of indicator interpolant shells at different cut-off grades with respect to the assay grades of visually continuous mineralised structures. A nominal modelling cut-off grade of 0.15 g/t Au was selected for the modelling of Au mineralisation, using an indicator interpolant with a probability (called 'ISO value' in Leapfrog) of 0.35. Given the clear structural and lithological control on mineralisation, a deposit-scale structural framework was first constructed from a series (>100) of structural trend surface that was modelled from the interpreted 3D continuation of high grade gold intercepts. Structural data from orientated drill core and surface mapping was used to guide the construction of the trend surfaces. The surfaces were used to produce a structural trend, where the trend and orientation of these surfaces influenced the trend and degree of continuity of the indicator interpolant volumes in each direction.
For Abore, Miradani North, and Midras South, Galiano geologists modelled the mineralization domains using an indicator interpolant approach with raw assay data. For Abore and Midras South, a threshold of 0.2 g/t gold was selected, while in Miradani North, a threshold of 0.3 g/t gold constrained within lithology. For Adubiaso Main and North, thresholds of 0.15 g/t gold and 0.10 g/t gold were used together with the interval selection feature to provide some flexibility through manual inclusion and exclusion of the desired intervals, and mineralization is modelled with implicit modelling approach via intrusion modelling tool.
10.2.2 Estimation approach and parameters
SRK estimated gold grades into a 3D block model using Ordinary Kriging ("OK") with up to three estimation passes, with progressively relaxed search ellipsoids and data requirements for the main mineralization domains. Smaller or discontinuous domains, such as Domain 2000 series in Esaase, and unmineralized domains were estimated using a single pass. The sill domain, that is mostly unmineralized, in Adubiaso was estimated using a hybrid approach where an Indicator Kriging approach used to estimate probabilities of belonging to a later mineralization event that represents the gently NE dipping veins and two OK approaches utilized to estimate a high-grade domain, or gold grades for later veins, and a low grade domain, or gold grades for unmineralized sill. These two OK estimates were then averaged weighted by the IK probabilities.
Only the exploration borehole data were used in estimation. All passes use an ellipsoidal search. With exception of Miradani North, and Adubiaso Main and North, all other deposits are estimated using dynamic anisotropy to conform to the varying orientation of the modelled zones. In all cases, grades were estimated using a hard boundary approach. Furthermore, SRK chose to limit the influence of high-grade composites in later passes for some mineralized domains and/or in unmineralized domains, as warranted.
In all deposits, SRK performed estimation sensitivities on gold estimates to test the impact of changes in various parameters and assumptions including data requirement, boundary condition, high-grade outlier treatment.
10.2.3 Resource Classification
The block classification strategy considers drillhole spacing, geologic confidence, and continuity of category. The final classification was a two-step process: (1) an initial drillhole spacing criteria was applied, and (2) classification smoothing was performed by wireframing contiguous regions with consideration for geologic continuity and data density. The initial criteria and summary statistics on the classification are summarized below:
• Measured: There are no Measured blocks.
• Indicated: Blocks with a drill hole spacing less than 40 m.
• For Esaase, this corresponds to an average drill hole spacing of 30 m, and with a mean average distance of informing composites for this category is within 30 m. These blocks are estimated mainly in Pass 1.
• For Abore, this corresponds to an average drillhole spacing of 40 m, and with a mean average distance of informing composites for this category within 28 m. These blocks are estimated mainly in Pass 1.
• For Miradani North, this corresponds to an average distance of 32 m to three holes, and a mean average distance of 33 m to the informing composites. Blocks within the Indicated category are estimated within Passes 1 and 2.
• There are no Indicated blocks in Midras South.
• For Adubiaso, this corresponds to an average drill hole spacing of 25 m, and with a mean average distance of informing composites for this category is within 25 m. These blocks are estimated mainly in Pass 1 and Pass 2.
• Inferred: All other blocks in the mineralized domains with a drill hole spacing less than 80 m
• For Esaase, this corresponds to an average drill hole spacing of 50 m, and with a mean average distance of informing composites for this category is within 40 m.
• For Miradani, this corresponds to an average distance of 53 m to three holes, and a mean average distance of 48 m to the informing composites. Blocks within the Inferred category are estimated within Passes 2 and 3.
• For Adubiaso, this corresponds to an average drill hole spacing of 45 m, and with a mean average distance of informing composites for this category is within 40 m.
10.2.4 Reasonable Prospects for Eventual Economic Extraction
CIM Definition Standards for mineral resources and mineral reserves (May 2014) define a mineral resource as:
"[A] concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling."
The "reasonable prospects for eventual economic extraction" requirement generally implies that quantity and grade estimates meet certain economic thresholds and that mineral resources are reported at an appropriate cut-off grade that takes into account extraction scenarios and processing recovery. SRK considers that Esaase, Abore, Miradani North, Midras South and Adubiaso deposits are primarily amenable to open pit extraction. To assist with determining which portions of the gold deposits show "reasonable prospect for eventual economic extraction" from an open pit and to assist with selecting reporting assumptions, SRK mining engineers developed a conceptual open pit shell using corporately approved mining, processing and G&A costs.
10.3 Akwasiso, Dynamite Hill and Asuadai
10.3.1 Geology and Mineralization Model
10.3.1.1 Akwasiso
The geological model for Akwasiso was interpreted and modelled by Asanko exploration team based on the exploration drilling and was constructed using Leapfrog and includes:
1. Lithology model
2. Oxidation model
3. Shear model for Akwasiso
4. Mineralization model
10.3.1.2 Dynamite Hill
The geological model was interpreted and modelled by Asanko exploration team with incorporation of 2017-2019 grade control drilling and new 2021 exploration drilling. The geological model was constructed using Leapfrog and includes:
1. Lithology model (LITHO)
2. Oxidation model (OX)
3. Mineralization model (DOMAIN)
10.3.1.3 Asuadai
Mineralization is hosted within an east-northeast trending shear zone which cuts through sediment packages and is also found parallel to bedding within wacke/sandstones on the southeast footwall side and wacke/siltstones on the northeast hanging wall side. Diorite dykes have intruded along the central lithological contact of the shear. Sub-parallel to this central contact are hanging wall and footwall extents of the shear zone.
A series of repeating north-south trending structures cross the shear zone, offsetting the main lithological contact and the hanging wall shear contact. Each of the diorite bodies appears to be bracketed by a pair of these north-south structures. These structures are not evident on the magnetic images due to their orientation and the low magnetic contrast in the host lithologies.
The geological model builds on the observations and concepts modelled by HMM Consultancy in 2014. The geological model was constructed using Leapfrog and was built in four parts:
1. Lithology model (GROCK)
2. Structural model (Interpreted structural planes)
3. Mineralization model (MDOM)
4. Material Type model (MROCK)
10.3.2 Estimation Approach and Parameters
10.3.2.1 Akwasiso
OK was used for grade estimation. An independent GC model of the same block size was first created using GC data only as reference model in the mined-out area. To ensure that the resource model will reproduce the grade distribution of the reference model, multiple scenarios of estimation parameters were tested to run estimation with exploration data only (EXP Model). The parameters that produced the closest tonnage-grade curve to GC model were selected. The GC composites were then merged with the exploration composites for the final resource estimation (MRE Model) using the selected parameters. The vein lode type domains used dynamic anisotropic search orientations generated from digitized vein trend surfaces.
10.3.2.2 Dynamite Hill
Grade estimation for Dynamite Hill used a combination of localized selective mining unit (LSMU) and Inverse Distance methods. The main domain (10) used LSMU, and all other domains used Inverse Distance to power 3 (ID3). Only exploration drillhole composites were used.
10.3.2.3 Asuadai
The grade model for Asuadai was estimated at a SMU scale of 5 x 5 x 3 metre LSMU (see description above for Dynamite Hill), with a panel size of 50 x 50 x 24 metres.
The conditional simulation uses point scale sequential gaussian simulation ("SGS") using a fine grid of points (1m x 1m x 1m) which is close to the composite length. The search neighbourhood is set at 200x100x100 metres and is aligned to the along strike and downdip orientation of the shear zone. A minimum of 6 samples with a maximum of 20 samples is set for selection with the search and a restriction of 5 samples per hole is used. As well as the samples, up to 20 previously simulated nodes are selected.
Simulation realisations are run in batches of 10 and each realisation within a batch uses the same path. Thirty realisations are run with the initial variogram for the domain and then another thirty realisations are run with the alternate variogram giving a total of 60 simulation realisations.
10.3.3 Resource Classification
Akwasiso and Dynamite Hill share common geological features as other well studied deposits on the Nkran structural trend. The control of mineralization is well understood from the previous modelling and mining.
Drill spacing is the primary factor to define resource classification and only Indicated and Inferred resources are defined at Akwasiso, Dynamite Hill and Asuadai. The spacing criteria to separate the resource classes are generally based on the variogram ranges and mining experience at the adjacent Nkran deposit. The classification criteria for all three deposits are summarized below:
• Measured: There are no Measured blocks.
• Indicated: Blocks with a drill hole spacing less than 40m, or in Dynamite Hill domains 9, 11 and 12 require a drillhole spacing of 35 m or less.
• Inferred: All other blocks in the mineralized domains with a drill hole spacing less than 80 m or will a drillhole within 40 m distance.
Drilling coverage at Akwasiso is relatively high. Approximately 50% of the Indicated material are within 20 metre drillhole spacing, and over 75% within 30 m spacing; while approximately 90% of Inferred material are within 40 to 60 m spacing.
10.3.4 Reasonable Prospects for Eventual Economic Extraction
The mineralization at Akwasiso, Dynamite Hill and Asuadai are assumed to be amenable to open pit mining and milling and recovery through CIL gold processing. The reasonable prospects for eventual economic extraction of the mineral resources was tested by constraining the mineral resources within a conceptual pit shell optimized in NPV Scheduler™ software at US$1800/oz gold price with all the materials of Indicated and Inferred classes and with a reporting cut-off grade of 0.45 g/t Au.
After review of optimization results, and through discussions with Galiano, SRK considers that it is reasonable to report as open pit mineral resource those classified blocks located within the conceptual pit shell above a cut-off grade of 0.45 g/t gold for Akwasiso, Dynamite Hill and Asuadai.
No underground mineral resource is reported.
10.4 Mineral Resource Statement
Mineral resources were estimated in conformity with the widely accepted CIM Estimation of Mineral Resource and Mineral Reserve Best Practices Guidelines (November 2019). The mineral resources may be affected by further infill and exploration drilling that may result in increases or decreases in subsequent mineral resource estimates. The mineral resources may also be affected by subsequent assessments of mining, environmental, processing, permitting, taxation, socio-economic, and other factors.
The effective date of the Mineral Resource Statement is December 31, 2022.
The QPs are not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the mineral resource estimate.
10.5 Factors that May Affect the Mineral Resource Estimate
There are no known environmental, permitting, legal, title, taxation, socio-economic, marketing, and political or other relevant issues that may materially affect the mineral resource estimates. Other relevant factors that may materially affect the mineral resources, including mining, metallurgical recovery, and infrastructure are reasonably well understood according to the assumptions presented in the AGM's 2023 Technical Report.
11 MINERAL RESERVE ESTIMATE
11.1 Introduction
The AGM comprises nine mineral resource deposits and a processing plant with 5.8 Mtpa capacity. The mining operation, including the ore handling, is carried out using mine contractors. This study showed that six of the deposits are profitably mineable under current conditions and thus are the basis of mineral reserves. SRK conducted detailed mining studies, including pit optimization, production schedule and mine design, for these six deposits.
The majority of the deposits that constitute the mineral resources at the AGM were subject to mining activities in the past. Inclusive of past production, Nkran is the largest and highest-grade resource at the AGM. Mining in Nkran pit was stopped in June 2020 due to some instability of the walls and also due to the mine nearing its then reserve limits. The main sources of ore in the past two years were Esaase and Akwasiso pits. Akwasiso pit reached its ultimate limit in July 2022 and will not be expanded unless further exploration shows resource potential. Some metallurgical recovery issues were observed at Esaase in 2022 and with further investigation, mining activity ceased there in May 2022. The mill continued processing stockpiled ore located near the mill as well as at Esaase. Additional deposits that have been evaluated as mineral reserves include previously mined Abore, Adubiaso, Dynamite Hill and Miradani North.
According to the updated mineral reserve statement, the two pits of Nkran and Esaase contain 58% of the total reserve in the ground.
The Midras deposit is classified as Inferred Mineral Resource and as such is not part of the mineral reserve. The Asuadai deposit is small and its proximity to the village of Asuadai incurs additional costs that impair its economic viability; therefore, it is has not been considered a mineral reserve.
Artisanal mining activities are present in many of the resources except Nkran and Esaase. Previously mined areas are flooded, requiring dewatering.
The processing plant, a camp and air strip are located close to the Nkran pit.
Dr. Anoush Ebrahimi, QP of Sections 15 and 16 of the AGM's 2023 Technical Report, visited the AGM for four days.
SRK team visited the mineral resources, the mill, mineralogy lab, the core shack and the offices. Multiple meetings were held to review the operation and particularly to review the reconciliation reports.
11.2 Pit Optimization Results
SRK developed optimization models for each deposit. The pit optimization was carried out using Geovia Whittle software for Nkran, Esaase, Dynamite Hill, Abore and Miradani North. Datamine NPV Scheduler was used for the Adubiaso deposit. Using an incremental gold price of $30/oz, a series of pit optimizations were performed for each deposit, ranging from a minimum of $450/oz to $1,800/oz gold price, with $1,500/oz being the base case price used for the analysis.
Nkran and Esaase pits each mine more than 600 kozs of gold at revenue factor 1.0 (base case price). Dynamite Hill optimised pit shell, with about 44 kozs of gold mined in the final pit, is the smallest optimised pit shell among the six deposits at the AGM.
Nkran provides the highest grade ore for the project; however, it requires a significant amount of pre-stripping. The optimised pit shell strip ratio for Nkran is about 12.45:1 waste/ore. Abore and Miradani North optimised pit shells have the lowest strip ratio, with ore being available in the first year of mining for both deposits.
11.3 Mineral Reserves Summary
The mineral reserve estimate for the AGM has been prepared as part of the 2022 Feasibility Study. This mineral reserve estimate has been prepared in accordance with the CIM Definition Standards adopted May 2014.
The mineral reserves were derived from the mineral resource block models and stockpiled mineral resources that are presented in Section 14 of the AGM's 2023 Technical Report. The mineral reserves respective of the six open pits are based on Indicated Mineral Resources that have been identified as being economically extractable and which incorporate mining losses and mining waste dilution. The mineral reserves include 41.72 Mt of mineable ore from six open pits and 7.20 Mt of existing stockpile material at an average grade of 1.43 g/t and 0.67 g/t, respectively. The mineral reserve includes variable mining dilution for each pit and it is calculated after 2% ore loss. The reference point for the mineral reserve estimate is the point where the ore is delivered to the processing plant.
The QP, Dr. Anoush Ebrahimi, does not know of any legal, political, environmental, or other risks that could materially affect the potential development of the mineral reserves. Dr. Ebrahimi believes the risks regarding permitting and socio-economic factors are low.
11.4 Declaration
The mineral reserves QP's opinion contained herein and effective 31 December 2022, is based on information collected by SRK throughout the course of the Feasibility Study, which in turn reflects various technical and economic conditions at the time of writing this report. Given the nature of the mining business, these conditions can change significantly over relatively short periods of time. Consequently, actual results may be significantly more or less favourable.
This technical report may include technical information that requires subsequent calculations to derive sub-totals, totals and weighted averages. Such calculations inherently involve a degree of rounding and consequently introduce a margin of error. Where these occur, the QP does not consider them to be material.
Neither SRK nor the mineral reserves QP is an insider, associate or an affiliate of Asanko or Galiano, and neither SRK nor the QP, nor any affiliate has acted as advisor to Asanko or Galiano, or each of their respective subsidiaries or affiliates in connection with this project. The results of the technical work by SRK are not dependent on any prior agreements concerning the conclusions to be reached, nor are there any undisclosed understandings concerning any future business dealings.
Table 11-1 Summary of the mineral reserves for AGM, Ghana, as at 31 December 2022
|
Deposit |
Proven |
Probable |
Total |
||||||
|
Tonnes |
Au |
Au |
Tonnes |
Au |
Au |
Tonnes |
Au |
Au Content |
|
|
Nkran |
|
|
|
9.9 |
1.82 |
582 |
9.9 |
1.82 |
582 |
|
Esaase |
|
|
|
13.6 |
1.22 |
532 |
13.6 |
1.22 |
533 |
|
Miradani North |
|
|
|
6.8 |
1.41 |
310 |
6.8 |
1.41 |
310 |
|
Abore |
|
|
|
8.2 |
1.27 |
334 |
8.2 |
1.27 |
334 |
|
Dynamite Hill |
|
|
|
1.1 |
1.31 |
45 |
1.1 |
1.31 |
45 |
|
Adubiaso |
|
|
|
2.2 |
1.58 |
110 |
2.2 |
1.58 |
110 |
|
Stockpiles |
7.2 |
0.67 |
155 |
|
|
|
7.2 |
0.67 |
155 |
|
Total Reserve |
7.2 |
0.67 |
155 |
41.7 |
1.43 |
1,913 |
48.9 |
1.31 |
2,068 |
Notes:
1. The effective date of the mineral reserve is 31 December 2022.
2. Mineral reserves are reported assuming a gold price of US$1,500/oz Au.
3. Mineral reserves are defined within six different pit designs guided by pit shells derived from the optimization software, GEOVIA Whittle™ and Datamine Studio NPVS™.
4. Cut-off grades vary based on the deposit. Nkran is close to the mill and contains only fresh ore. The mineral reserves are reported at 0.40 g/t Au cut-off for the fresh ore in Nkran. For Esaase, mineral reserves are reported at cut-offs of 0.55 g/t Au for the oxide ore and 0.70 g/t Au for the remaining ore types. For all other open pits, the mineral reserves are reported at 0.5 g/t Au cut-off for all ore types.
5. Mining costs vary based on the pit, the rock type, and the depth of the pit. The average mining costs for Nkran, Esaase, Miradani North, Abore, Dynamite Hill and Adubiaso are $2.44/t, $1.98/t, $1.94/t, $2.00/t, $2.29/t and 2.06/t, respectively. There are additional expenditures for fixed contractor monthly fees, grade control, community fees, Owner's Mining G&A, and other small costs that vary with each deposit and are in addition to the $/t stated.
6. Ore transportation cost varies for each pit based on the haul distance. It ranges between $0.61/t for Nkran and $6.15/t for Esaase.
7. Processing cost is $8.81/t for oxide ore, $10.39/t for transition ore and $10.66/t for fresh ore.
8. General and administration costs are $6.69/t for Esaase and $6.19/t for all other pits.
9. Processing recovery is 94.0% for all ore types in all pits except for Esaase. Processing recovery varies based on the ore type and head grade in Esaase, where the average recovery for oxide, Upper Sandstone, Cobra and Central Sandstone ore types are 90.1%, 73.8%, 71.3% and 76.4%, respectively.
10. Mining dilution varies between pits. The average mining dilution is calculated to be 11.9%, 14.4%, 6.0%, 10.8%, 11.6% and 15.3%, for Nkran, Esaase, Miradani North, Abore, Dynamite Hill and Adubiaso, respectively.
11. A 2% ore loss has been applied to the total reserve in each pit and for the stockpiles.
12. Figures are rounded to the appropriate level of precision for the reporting of mineral reserves. Due to rounding, some columns or rows may not compute as shown.
13. The overall strip ratio (the amount of waste mined for each tonne of ore) for AGM is 7.21 (W:O). The strip ratio for Nkran, Esaase, Miradani North, Abore, Dynamite Hill and Adubiaso is 13.5, 4.5, 5.6, 4.8, 9.8 and 8.2 respectively.
14. The mineral reserve is stated as diluted dry metric tonnes.
15. The mine plan underpinning the mineral reserves has been prepared by SRK Consulting (Canada) Inc.
12 MINING METHODS
12.1 Introduction
There are several mineral deposits at the AGM that are in different stages of exploration and advancement. Six deposits are viable to be mined by conventional truck and shovel open pit mining techniques; they are: Nkran, Esaase, Miradani North, Abore, Dynamite Hill and Adubiaso.
All pits will utilize truck-loader mining methods operated by contractors as has traditionally been the case at the AGM. Ore and waste material will be drill and blasted as required in 6 m benches, loaded using front-end loaders or backhoe excavators and then hauled using a mix of articulated and rigid body trucks. Mining will be operated by experienced contractors using either 40-t CAT 740 and/or 91-t CAT 777 trucks, depending on pit size and equipment availability.
All six pits in this report were previously subject to mining activities. The last mining activity at the AGM was in the Esaase pit, terminated in May 2022, followed by the Akwasiso pit, terminated in July 2022; however, the mill continues operations using stockpiled ore.
There are ROM stockpiles near each pit and ROM stockpiles near the primary crusher adjacent to the processing plant. Ore from Esaase, Abore, Miradani North and Dynamite Hill will be stockpiled adjacent to the pits and then hauled by contractors to the processing plant near the Nkran pit. The Nkran and Adubiaso pits are close to the mill, so some ore will be directly fed to the crusher.
Bench geometries were determined by SRK geotechnical guidance and AGM operational experience and are specific to each pit.
Haulage roads are for two-way traffic for the upper parts of the pits and one-way for the last 2-3 benches in the pits. In some cases, the last one or two benches were assumed to be mined by smaller equipment, utilizing temporary ramping.
Pits were designed to best follow optimized pit shells and minimize strip ratios, while honouring geotechnical guidance, safety standards, and other spatial constraints, such as previously mined pit walls and regulatory boundaries relating to nearby villages and other infrastructure.
Waste materials will be hauled to the waste storage facilities ("WSFs") located near each pit.
Two SRK mining engineers visited the mine site in June and August 2022. They concluded that the mining operations were sound and the use of Ghanaian mining contractors has been safe and cost effective.
12.2 Final Pit and Phase Designs
12.2.1 Nkran
Production at the AGM commenced in 1997 with the Nkran deposit. Operations were terminated in 2001 and then restarted in 2015 and again terminated in June 2022. Nkran has produced 790,824 oz of gold to date and remains the highest-grade deposit at Asanko.
The Nkran pit is a semi-conical shape with a main axis at a 43° azimuth. To date, mining has occurred down to the 870 m bench, reflecting a pit wall height of 320 m. Currently in care and maintenance, a pit lake has formed at the pit bottom, which will require dewatering prior to mining restart. Water levels vary depending on the amount of dewatering and rainfalls; the lake was measured at 896 m in August 2022 and 903 m in September 2022.
The pit design detailed in this section is considered an expansion of the existing pit.
Geotechnical design criteria, which guided bench parameters used in design, vary based on domain. Domains are determined by both azimuth (North, East 1, East 2, South, West 1, West 2) as well as rock type (oxide, transition, fresh and shale). The combination of these different zones creates 20 unique slope domains (shale is only found in the western azimuths).
Working bench heights are 6 m. Based on the geotechnical guidance double and triple benching are applied for the final walls.
Two haulage ramps are considered in the Nkran pit design. This will help the operation be more flexible and increases the safety of the operation. Both roads are designed so that they approach the WSF on the north side of the pit and both reach the surface at an elevation of 1175 m. Due to limited space available and to control the strip ratio, there will be only one ramp serving the pit from bench 910 to the bottom of the pit. The highest bench mined in Nkran is 1190 m in northwest wall and the lowest bench mined is at 755 m. At the end of mine life, the pit reaches to a depth of 415 m.
Note that to avoid the negative numbers in the maps and working models and based on an operational protocol, 1,000 m has been added to the actual elevations in Nkran pit. SRK followed this protocol. For example, the lowest elevation mined is actually -245 masl (meter above the sea level) but in Asanko's records and designs, it is 755 m.
A 25 m wide geotechnical berm was added at the 1,115 m elevation on the western wall for stability purposes after a geotechnical assessment of the design by SRK geotechnical engineers.
Nkran considered the proximity of villages to the east, and as such maintained a 500 m buffer from mining activities to primarily mitigate the risk of potential flyrock from blasting. This boundary constrained additional ramping that may have been considered for the eastern wall.
Both ore and waste exit either of the two dual ramps and head north, where waste is sent northeast to the main Nkran WSF or to the immediate west to the old Resolute WSF, and ore heads west to the processing plant northwest of the Nkran pit.
12.2.2 Esaase
Esaase, mined until May 2022, is an along-strike relatively narrow pit with multiple pit bottoms and a satellite pit to the south. It has an existing stockpile that is currently used to feed the Nkran processing plant. Of the six pits described, Esaase is the furthest from the processing plant with an average distance of approximately 31 km.
The Esaase deposit contains a low-grade high tonnage resource, and the mineralogy is complex compared to other deposits at the AGM, requiring an intensive grade control practice.
Esaase will utilize 91-t trucks, similar to Nkran.
Esaase South, located 150 m south of Esaase Main, has a single two-way ramp going counter-clockwise from the pit exit at 244 m to a switchback at 211 m, facilitating an interim pit bottom, before reaching an ultimate pit bottom at 127 m. The final two benches are accessed by a one-way ramp, and the bottom bench is assumed to be mined with smaller equipment and temporary ramping.
SRK considered various phasing options for Esaase Main. Due to the complexity of ore characteristics in the sulphide zones, phasing was designed to prioritize mining oxide material to facilitate mill feed blending in the early stage of the project life cycle. Based on ore accessibility, the first mining phase starts with center pit, then followed by northern pit with more stripping, concluding with the Esaase South phase.
12.2.3 Miradani North
At the Miradani North deposit, some open pit mining was conducted in the past by GPS Ghana Ltd. to a vertical depth of 30 to 40 m. The mine was then abandoned and recently became a place for artisanal mining activities.
In recent years, AGM conducted an intensive exploration drilling program. It is the southern most deposit at the AGM and is located approximately 10 km south of the Nkran processing plant. To facilitate ore haulage, AGM had designed a new road to the processing facility, planned to be built prior to mining at Miradani North Artisanal mining activities are focused on the remaining tailings and waste dumps left from past mining operations.
Slope design in Miradani North is based on rock type and is divided into two slope domains based on pit wall orientation.
The Miradani North pit is designed to employ 40-t trucks. The pit is conical shaped with two haulage roads accessing the northeast and southwest walls. Both roads reach the surface at 142 m elevation. The dual haulage road will become a single access road below the 76 m elevation. The roads are two-way traffic except for the last three benches.
The topography of the Miradani North area is relatively flat with ease of access to the pit from different directions. The lowest bench of the pit is at -80 m elevation. The highest wall of the final pit is at the southeast section, at 240 m high.
Miradani North pit is designed to be mined in two phases. This will help advance the high-grade ore.
12.2.4 Abore
The Abore deposit is located midway along the main haulage road between Esaase pit and the Obotan mill. It is about 15 km north of the mill and Nkran pit. The deposit is relatively narrow and steeply dipping. The pit follows the strike of the orebody and forms an along-strike narrow pit with multiple pit bottoms.
The deposit was mined from the late 1990s until the early 2000s along the strike of the orebody focusing on the oxide ore. Abore was mined to various depths but not more than 50 meters.
The Abore slope design is mainly based on rock types and is divided into two main zones based on the wall orientation.
Due to its long shape, the Abore pit can be mined in different sections independently. SRK designed the final pit in four different sections called cuts. In production scheduling, these cuts were used to advance mining of the highest grade ore.
12.2.5 Adubiaso
Adubiaso is about 4 km north of the mill, just along the Esaase/Abore haul road. At Adubiaso, Resolute historically mined mostly oxides and transition material by open pit free dig methods. Mining was from October 1999 to December 2000. As reported by Brinckley (2001), a total of 3.79 Mm3 of material was historically mined from the Adubiaso open pit. A total of 0.70 Mt at 2.43 g/t Au was delivered to the ROM pad, containing a total of 54,654 oz of gold. Total production of 52,677 oz (recovered) was achieved.
SRK visited the site, and at the time of the visit, there was artisanal mining activity observed to north side of the pit outside of the lake. There is an existing WSF on the northwest side of the pit across the access road that has been completely vegetated and is not recognizable.
For the Adubiaso pit, the slope design parameters are based on rock types and are the same for all directions. There will be a geotechnical berm of 20 m or a haulage road of 16 m for various slope heights in different rock types.
The Adubiaso pit will be mined using 40-t trucks. The haul roads are designed at 16 m width and 10% gradient. There are two access roads for the pit, where one will exit to the north and another to the south. Most of the ore will exit the pit via the south ramp. The Adubiaso pit is about 1.1 km long with the bearing of the main pit axis measured at 32°. The width of the pit varies and is measured at 425 m in its widest section.
12.2.6 Dynamite Hill
The Dynamite Hill deposit was discovered in 2013 and put into production in Q4 2017. Production ceased in late 2019 and processed 93,411 oz of gold. The pit mined to a depth of 185 m. It is a relatively long pit on top of a hill with a long axis azimuth of 48°. A lake has formed at the bottom of the pit with a surface elevation of 1172 m (August 2022). Dynamite Hill is about 7.5 km northeast of the mill and the Nkran pit.
There is minor artisanal mining in the area including mining the waste and very small underground excavations. The southeast wall has wall instabilities that need to be mitigated before initiating operations in this pit. There are established access roads to various elevations of the pit that make it easier for restarting the mine.
Geotechnical design criteria are defined based on the pit wall azimuth (north, east, south, west) as well as the rock type (oxide, transition and fresh). The north and south domains have the same guidance and so were grouped together, culminating in nine distinct slope domains.
The pit will have narrow cuts, particularly on the southeast wall. It is planned to use track dozing for stripping the narrow sections of the southeast wall. The pit requires one spiral ramp for access. The topography of the area is favourable; it provides several access opportunities both on the west and east sides of the pit.
The Dynamite Hill pit design utilizes the existing pit exit at approximately 265 m elevation and then ramps downwards counter-clockwise to a switchback at 245 m elevation, before continuing clockwise down to the pit bottom at 143 m elevation. The bottom two benches are one-way road widths.
SRK attempted multiple design iterations that sought to leave the south-eastern as-built wall untouched to reduce waste stripping; however this was not achievable without significant ore loss at depth. Any favourable adjustments to geotechnical guidance or spatial ore location should prompt re-visiting the pit design.
Benches above the pit exit are accessed from topography or from the external ramp along northwest of the pit crest. Waste from upper elevations is sent north to the North WSF, built upon an existing waste facility, while ore exits the pit and is hauled south via the external haul road to the processing plant at Obotan.
Once mining has reached the 245 m elevation and switchback, a slot cut is established to short haul waste to the South WSF as well as reduce haul time for ore heading south.
12.2.7 Summary of Final Pits
Table 11-1 summarizes the materials mined from various pits at the AGM, as designed in the FS. Nkran pit mines only fresh rock. Esaase still has 3.7 Mt of oxide ore left in its pits. In general, 76% of the ore is fresh ore, with oxide and transition ore each contributing about 12% of the ore at the AGM.
Table 11-1 Ore mined from various pits by rock type
|
Pit |
Asanko Project Ore Mined from Various Pits |
|||||||||||
|
Oxide |
Transition |
Fresh |
Total Ore |
|||||||||
|
kt |
Au |
Au |
kt |
Au |
Au |
kt |
Au |
Au koz |
kt |
Au |
Au |
|
|
Nkran |
|
|
|
|
|
|
9,921 |
1.82 |
582 |
9,921 |
1.82 |
582 |
|
Esaase |
3,715 |
0.93 |
111 |
2,383 |
1.24 |
95 |
7,460 |
1.36 |
327 |
13,558 |
1.22 |
533 |
|
Miradani North |
615 |
1.38 |
27 |
1,008 |
1.46 |
47 |
5,213 |
1.4 |
235 |
6,836 |
1.41 |
310 |
|
Abore |
668 |
0.98 |
21 |
1,035 |
1.13 |
38 |
6,471 |
1.32 |
275 |
8,174 |
1.27 |
334 |
|
DH |
26 |
0.89 |
0.75 |
27 |
0.9 |
0.784 |
1,007 |
1.33 |
43 |
1,060 |
1.31 |
45 |
|
Adubiaso |
228 |
1.27 |
9 |
407 |
1.45 |
19 |
1,535 |
1.66 |
82 |
2,170 |
1.58 |
110 |
|
Total Ore Mined |
5,251 |
1.01 |
170 |
4,860 |
1.28 |
200 |
31,607 |
1.52 |
1,544 |
41,718 |
1.43 |
1,914 |
|
Stockpiles |
|
|
|
|
|
|
|
|
|
7,202 |
0.67 |
155 |
|
Total Reserves |
5,251 |
1.01 |
170 |
4,860 |
1.28 |
200 |
31,607 |
1.52 |
1,544 |
48,920 |
1.31 |
2,068 |
All finalized pit designs were geotechnically validated and comply with the slope design parameters and associated recommendations provided from the SRK geotechnical studies carried out between 2020 and 2022.
13 RECOVERY METHODS
13.1 Process Description
The existing Asanko Gold Mine process plant located at Obotan is capable of processing approximately 5.8 Mtpa of total mill feed. Before the period of stockpile processing, the plant was fed primarily with ore from Esaase supplemented by feed from Akwasiso.
13.2 Crushing
13.2.1 Esaase Source
ROM Esaase material P100 of 800 mm is loaded onto haul trucks which transport the material approximately 28 km to Obotan, where it is crushed in the crushing plant and thereafter joins the Obotan crushed material ahead of feeding to the milling circuit.
13.2.2 Obotan Source
The primary crushing circuit consists of a single tip with a dedicated ROM bin and a single jaw crusher in open circuit. Primary crusher product reports to the crushed ore stockpile ("COS"). The ROM is drawn from the ROM bin at a controlled rate by a single, variable speed apron feeder, and fed directly to the jaw crusher. The speed of the apron feeder is controlled to maintain crusher throughput. Fine material spillage from the apron feeder reports to the primary crushing conveyor, where it is combined with the primary crusher product (P100 300 mm, P80 125 mm). The primary crushing conveyor is fitted with a belt magnet to remove any tramp iron material. The primary crushing conveyor discharges the crushed material onto the COS.
13.3 Milling
The milling circuit is configured as a SAG milling, ball milling, crushing circuit (SABC circuit) comprising a primary SAG mill, a secondary ball mill and a pebble crushing circuit. The SAG mill operates in reverse open circuit, discharging directly into the ball mill discharge sump, and in closed circuit with the pebble crusher. The ball mill discharges into a sump from where the slurry is pumped to the cyclone classification circuit. A portion of the cyclone underflow (84% target) is diverted to the three gravity concentration units, each with its own scalping screen, removing the oversize fraction and diverting this back to the ball mill discharge sump. The remaining cyclone underflow portion reports back to the ball mill discharge sump for further grinding. Gravity recovered gold concentrate reports to an intensive leaching reactor circuit (ILR) while the gravity tailings fraction reports back to the ball mill discharge sump.
Cyclone overflow gravitates to the pre-leach thickening circuit, comprising a single high-rate thickener, where it is thickened to approximately 50% solids ahead of leaching and gold adsorption in the CIL circuit. Supernatant solution overflowing the thickener is recycled back to the process plant. Quicklime is stored in a 100 t silo and is metered onto the mill feed conveyor using a variable speed screw feeder. Quicklime is delivered to site by tanker and pneumatically transferred to the lime silo using an off-loading blower. A ball loading system is used for loading of grinding media into the SAG mill (via the mill feed conveyor).
13.4 Gravity Gold Recovery
Gravity concentrate originating from the three milling gravity recovery concentrators is treated in two ILRs. These reactors contain elevated levels of cyanide, caustic soda, and oxygen to enable maximum leaching of the precious metals in the concentrate. Leach residence time is approximately 18 hours. At the end of the leach cycle the pregnant solution is treated for Au recovery in two dedicated electrowinning cells to facilitate separate metallurgical accounting. ILR residue is pumped to the mill discharge sump. Overall gravity recovery is approximately 50%.
13.5 Pre-leach Thickening
The secondary ball mill classification cyclone overflow stream gravitates to a horizontal vibrating trash removal screen, to remove any coarse particles, wood fragments, organic material and plastics that would otherwise become locked up with the circuit carbon and block the CIL inter-tank screens. The trash screen oversize reports directly to a trash bin, whilst the underflow reports to the pre-leach thickener, via a two-stage sampling system.
The pre-leach thickener is a high-rate thickener producing an underflow product of between 50% to 60% solids (w/w). The thickened underflow slurry is pumped to the existing CIL circuit by means of an underflow pumping installation.
The thickener overflow product gravitates to the process water circuit. Flocculant and lime are added to the circuit.
13.6 Carbon-in-leach ("CIL")
The CIL circuit comprises 8 agitated tanks, numbered 0 to 7. Oxygen (90% purity) from the three, pressure swing absorption (PSA) plants, is added to all tanks. The first tank has 3 intensive reactor injection units installed in the slurry feed line, and operating in parallel, to elevate the dissolved oxygen level to approximately 20 ppm. The remaining tanks are sparged to target 17 ppm dissolved oxygen. This process enhances the dissolution of oxygen into the leach slurry, minimizing cyanide consumption and improving leach kinetics by increasing the dissolved oxygen concentration. Total slurry circuit residence time is approximately 17.4 hours. Carbon concentration per stage is 11 g/L with an anticipated loaded carbon value of 1,250 g/t. Daily loaded carbon recovery is approximately 10 t.
13.7 Tailings and Detoxification
As per EPA guidelines, the CIL tailings needs to be discharged with a final cyanide concentration of less than 50 g CNWAD/m3 at the TSF spigot.
The current plant operating parameters utilize hydrogen peroxide as needed for cyanide detoxification of the CIL tailings. Provision has been made to use the INCO air/SO2 process for cyanide detoxification. The current detoxification circuit comprises a cyanide destruction feed box, gravity feeding into a single agitated tank, with a blower air sparging facility.
The detoxification process utilizes SO2 and air in the presence of a soluble copper catalyst to oxidize cyanide to the less toxic compound cyanate (OCN). Sodium meta-bisulphite (SMBS) is used as the SO2 source and is dosed into the cyanide destruction feed box as a 20% weight/volume (w/v) solution. The detoxification process requires the presence of soluble copper to act as a catalyst and to ensure that any free cyanide present is bound to copper as a CNWAD component. Provision is made for the preparation and dosing of a copper sulphate solution, for dosing to the cyanide destruction feed box as a 15% w/v solution when required. Oxygen required in the reaction is supplied by sparging of blower air into the cyanide detoxification tank. The reaction is carried out at a pH of 8.5 which is maintained by controlled lime addition to the cyanide destruction feed box. The detoxified tailings are then pumped to the TSF. Supernatant TSF water is recovered via a barge pump and recycled to the plant as process water.
13.8 Carbon Treatment
Carbon is received from the loaded carbon recovery screen and loaded directly into the acid wash column. The carbon treatment circuit is designed to handle a batch size of 5 t of loaded carbon per elution. Based on the mass balance, an average of 60 elutions are required per month. The circuit comprises cold acid washing, using a 3% HCl concentration, to remove inorganic foulants such as carbonates, a split Anglo American Research Laboratories elution process operated at approximately 125°C, using an eluant solution comprising 3% NaCN and 3% NaOH, regeneration of the eluted carbon in a rotary kiln at 750°C to remove organic foulants such as grease and oils, and ultimate electrowinning of the pregnant solution in four dedicated electrowinning cells situated in the gold room.
13.9 Electrowinning
Currently the pregnant leach solution (PLS) from the ILR is collected in the ILR pregnant solution storage tank. This pregnant solution is circulated through two dedicated electrowinning cells via a common steady head tank.
Pregnant solution from the carbon elution circuit is collected in either one of the two eluate storage tanks. This solution is circulated through a dedicated electrowinning circuit consisting of four cells operating in parallel via a common steady head tank.
Gold is deposited on the electrowinning cell cathodes as a sludge while the solution is circulated until the desired barren gold concentration is achieved, or the cycle time has elapsed. After completion of an electrowinning cycle, barren solution is sampled before being pumped to the CIL feed circuit for disposal. Loaded cathodes are removed periodically from the cells, the gold sludge is washed off using a high-pressure washer after which the washed solution is decanted.
13.10 Gold Room
Electrowon gold is recovered from the electrowinning cells using high pressure water jet sprays. The precious metal slurry is then dried in a drying oven at approximately 110°C to remove associated moisture. Once dried the precious metal powder is smelted in the melting furnace at approximately 1,700°C with fluxes, such as borax, sodium carbonate and silica to remove base metallic impurities such as copper, iron etc. The molten bullion mixture is then poured in moulds, allowed to solidify cleaned and stamped with the mine name and sequential bar number. Gold content varies from 85% to 90%, with approximately 10% silver and approximately 2% to 5% base metal content. The bars are dispatched periodically to a refiner for production of 99.99% gold bars.
14 PROJECT INFRASTRUCTURE
14.1 Existing Infrastructure
14.1.1 Obotan - Existing Site Infrastructure
Current site infrastructure at Obotan includes:
• An established mining operation with various structures, including offices, stores, workshops and fuel storage facilities
• A CIL process plant with various structures, including offices, stores, workshops and reagent storage / mixing facilities
• An administration block, training facilities, exploration offices, core storage area, clinic and analytical laboratory
• Senior and junior accommodation facilities located to the west of the Obotan Mine
• Tailings storage facility
• Waste rock dumps at Nkran, Akwasiso, and Dynamite Hill
• Multiple operating boreholes for water supply
• Water treatment plant (construction in progress)
• A 161 kV incoming power line from the Asawinso substation
• Mobile communications facilities. A Vodafone tower is located at the Obotan camp and MTN connectivity is also available.
14.1.2 Esaase - Existing Site Infrastructure
Current infrastructure at Esaase includes:
• An exploration camp and office
• A geological core shed
• Basic camp requirements such as a clinic, offices, kitchen, accommodation, potable water services, power supply, IT connectivity, radio communications and sewage system
• Mine service facilities, including mobile equipment workshops, wash bays, fueling stations, and administrative buildings
• Water treatment plant
• Waste rock dumps
• Community services including hospital and community boreholes
• 33 kV overhead power line supplied by the Electricity Company of Ghana (ECG).
14.2 Waste Rock Storage Facilities
WSRFs associated with mining operations are constructed to meet the requirements of the Ghanaian Mining Regulation guidelines.
14.3 Tailings Storage Facility
The tailings storage facility is located near the process plant and consists of multi-zoned downstream raised perimeter embankments.
14.4 Storm Water Management
The surface water management system consists of a clean water diversion system to control the run-off from the higher lying natural environment and storm water system to capture the contaminated storm water from operational areas.
15 CAPITAL AND OPERATING COSTS
15.1 Capital Cost Estimate
The AGM is an established operating mine that has been in operation since early 2016. Most of the infrastructure to support the LOM is already in place and continues to be in operation as at the effective date of this report.
The existing processing plant at the AGM commenced production in 2016. The plant was erected close to the Nkran deposit and several satellite orebodies. The plant has a throughput capacity of 5.8 Mtpa ore. There are no notable plant modifications envisaged in this study.
In 2018, the AGM commenced development of the Esaase orebody. All existing infrastructure between Obotan and Esaase, including a 28-km haul road, is established and is presently utilized for haulage of the stockpile material.
The AGM also constructed infrastructure to support the mining of satellite deposits at Akwasiso and Dynamite Hill. The Akwasiso deposit was in production until 2022, and the Dynamite Hill deposit was in production between 2017 to 2019.
Relatively few new infrastructure is required to support the current LOM. These include:
• New 11-km haul road to Miradani North deposit
• Utilities for newly established sites (Abore, Adubiaso, and Miradani North)
• Crop compensation and partial resettlement of affected structures/land within 500 m buffer of pits
• Diversion of affected public roads
• Contractor site establishment (admin building, change house, workshop, laydown, mess, etc.)
• TSF Stages 7 and 8 (note Stage 7 is under construction at the time of this report)
Capital costs are summarized below in Table 15-1.
The base date for the capital cost estimate is Q4 2022 and it is expressed in US dollars.
Table 15-1 Capital expenditure summary
|
Description |
Total ($000 USD) |
|
Growth Capital |
|
|
Capitalized Waste Stripping (Nkran) |
258,532 |
|
Site Establishment |
58,361 |
|
Total Growth Capital |
316,893 |
|
Sustaining Capital |
|
|
Capitalized Waste Stripping |
169,846 |
|
Site Establishment |
23,024 |
|
Tailings Storage Facility and Water Treatment |
44,748 |
|
Plant and Infrastructure |
27,477 |
|
Total Sustaining Capital |
265,095 |
|
Closure and Reclamation |
80,857 |
|
Total Capital Cost |
662,845 |
Classification of growth versus sustaining capital is based on World Gold Council, Guidance Note on Non‐GAAP Metrics: All‐in Sustaining Costs and All‐in Costs.
15.2 Operating Cost Estimate
The AGM operating costs are summarized in Table 15-2.
Table 15-2: Operating expenditure summary
|
Description |
LOM Total $000 USD |
Cost per oz (US$/oz) |
|
Mining, Ore Transport and Rehandling |
824,499 |
447 |
|
Processing Cost |
528,273 |
286 |
|
Site and Corporate G&A |
293,534 |
159 |
|
Royalties |
161,960 |
88 |
|
Transport and Refining |
8,251 |
4 |
|
Total Operating Cost |
1,816,517 |
984 |
Note: Mining costs above are exclusive of deferred stripping
16 ENVIRONMENTAL STUDIES, PERMITTING & SOCIAL / COMMUNITY IMPACT
The key environmental and social legislation in Ghana are the Environmental Protection Agency Act 1994 (Act 490) and the Environmental Assessment Regulations 1999 (LI 1652). The Environmental Protection Agency ("EPA") is the regulatory body that administers these laws. In accordance with the traditional regulatory approach, a number of legally binding conditions for mitigating biophysical and social impacts of the Project must be carried out once an environmental permit is obtained.
Following the required engagements, regulatory site visits, and submission of the relevant documentation, the Asanko Gold Mine has successfully obtained and renewed its Mine Operating Permits ("MOP") since commencement of operation in 2016 and is currently operating under the 2021 MOP issued in January 2021. The latest Environmental Certificate for the Asanko Gold Mine (gold mining and mineral processing) was issued in July 2021 and is valid for three years following which it will be due for renewal.
A mining area application was submitted to the Minerals Commission in 2012 for the Esaase concession, which defined the location of the proposed mine on the concession as well as locations of the pits, waste rock dumps and other related mining infrastructure and facilities. The mining area application was approved by the Minerals Commission and a Temporary MOP issued that same year. In 2014, further work was conducted to optimize the Project. The Minerals Commission was regularly updated on the Project and a formal application was submitted to the Minerals Commission in December 2016 which led to issuance of the permanent MOP for the Esaase concession in January 2017.
An updated Environmental and Social Impact Assessment ("ESIA") was prepared by the AGM and submitted to the EPA during 2017 to incorporate a 27-kilometre haul road, to facilitate truck ore haulage from Esaase to Obotan. This ESIA was approved by the EPA and an environmental permit issued for the expanded Obotan Gold Mining and Processing Project (permit received in August 2019). The 27-kilometre overland conveyor was removed from the May 2020 version of the EPA Permit at the request of the AGM.
The AGM has a catchment area with thirty-five villages and approximately 135,000 inhabitants, based on the 2010 Ghana population census. Of these thirty-five communities, five (Nkran, Tetrem, Esaase, Abore and Miradani) are directly impacted thereby necessitating either a partial or total resettlement. As a result, the AGM has consistently, and directly, engaged with the affected catchment communities since commencement of the Obotan project.
A stakeholder engagement and action plan was developed, with broad stakeholder groups and committees established in the communities, to keep members of the communities fully updated on the Project and to deepen their relationship with AGGL, thereby building a strong linkage with the local population. This approach ensured effective information flow between the Company and the catchment communities and provided the platform for building strong and collaborative working relationships with project stakeholders.
17 CONCLUSIONS AND RECOMMENDATIONS FROM THE 2023 TECHNICAL REPORT
The AGM is a large scale, multi-deposit gold asset that is managed and operated by Galiano. Since declaring commercial production, the AGM has produced on average 230,000 oz of gold per year, with record production of approximately 251,000 oz in 2019. AGGL holds the largest land package on the highly prospective and underexplored Asankrangwa gold belt. As at the effective date of the AGM's 2023 Technical Report, the AGM comprises of nine deposits which contain 2.1 Moz contained Au of proven and probable mineral reserves, 3.5 Moz contained Au of Measured and Indicated Mineral Resources (inclusive of mineral reserves), and 1.1 Moz contained Au of Inferred Mineral Resources.
The new LOM plan outlines a mine life of 8.5 years, averaging gold production of 217,000 ounces per year, with a NPV of $343 million (using a 5% discount rate and gold price of $1,700/oz).
NON-IFRS MEASURES
The Company has included certain non-IFRS performance measures throughout this AIF. 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 are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed 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.
Operating cash costs per ounce and total cash costs per ounce
The Company has included the non-IFRS performance measures of operating cash costs per ounce and total cash costs per ounce on a by-product basis throughout this AIF. 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 per ounce and total cash costs per ounce 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 ounce differently.
A reconciliation of operating and total cash costs per gold ounce sold of the AGM to production costs of the AGM (the nearest IFRS measure) is incorporated by reference into this AIF from Section 8.1 of the MD&A for the years ended December 31, 2022 and 2021 (the "2022 MD&A"). The 2022 MD&A is available under the Company's SEDAR profile at www.sedar.com.
All-in sustaining costs 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 "all-in sustaining costs 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 "all-in sustaining costs per gold ounce", which is a non-IFRS performance measure. The Company believes that the all-in sustaining costs 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, disposition of which is subject to the terms of the JVA. Other companies may calculate all-in sustaining costs per ounce 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.
All-in sustaining costs adjust "Total cash costs" for G&A expenses, reclamation cost accretion, sustaining capitalized stripping costs (excludes operating pits which have not achieved steady-state operations), 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 consolidated annual financial statements of the Company for the years ended December 31, 2022 and 2021.
A reconciliation of AISC of the AGM to production costs and various operating expenses of the AGM (the nearest IFRS measure) is incorporated by reference into this AIF from Section 8.2 of the 2022 MD&A. The 2022 MD&A is available under the Company's SEDAR profile at www.sedar.com.
RISK FACTORS
There are a number of risks that may have a material and adverse impact on the future operating and financial performance of Galiano that could cause its operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company or the JV. These include widespread risks associated with any form of business and specific risks associated with the business of the Company and the JV and their involvement in the gold exploration and development industry.
An investment in the securities of Galiano is considered speculative and involves a high degree of risk due to, among other things, the nature of Galiano's business and the present stage of development of the AGM. A prospective investor should carefully consider the risk factors set out below along with the other matters set out or incorporated by reference in this AIF. The operations of the JV are speculative due to the high-risk nature of its business which is the operation, exploration and development of mineral properties. The Company has identified the following non-exhaustive list of inherent risks and uncertainties that it considers to be relevant to the operations and business plans of the JV and the Company. In addition to information set out elsewhere in this AIF, for the financial year ended December 31, 2022, or with reference to information which is incorporated by reference into this AIF, investors should carefully consider the following risk factors. Such risk factors could materially affect the future operating results of the JV and the Company and could cause actual events to differ materially from those described in forward-looking statements relating to the JV and the Company.
A summary of the principal risks that the JV and the Company faces are as follows:
-
the Company may not be able to restart mining activities at the AGM on the timeline currently anticipated, or at all;
-
the value of the JV's mineral reserves and mineral resources and the outlook for profitable mining from its operations is dependent on continued strong gold prices, and achieving planned production rates and LOM costs per ounce to mine and produce gold. Gold prices are historically volatile and gold can be subject to long periods of depressed prices;
-
the estimation of mineral reserves and mineral resources is a subjective process, the accuracy of which is a function of the quantity and quality of available data and the assumptions made and judgments used in the engineering and geological interpretation of that data and such assumptions and judgment, which may prove unreliable or mistaken. The JV's estimates of mineral reserves and mineral resources may be subject to revision based on various factors, some of which are beyond its control;
-
mining risks which affect all companies in the industry to different degrees include the impact and cost of compliance with environmental regulations and the actions of mining opposition groups, adverse changes in mining and reclamation laws and compliance with increasingly complex health and safety rules; and
-
other general and specific risks detailed from time-to-time in the Company's quarterly filings, AIFs, annual reports and annual filings with Canadian securities regulators and the SEC and those which are discussed below.
Certain of the risk factors below are drafted solely in reference to the JV, as this is the corporate vehicle through which Galiano holds and participates in the AGM. In the event, however, that Galiano, in the future, obtains an interest in another mineral property, some of risks set out below may be considered applicable to Galiano as well, to the extent relevant in the circumstances.
Operational risks
Mineral Reserves and Resources
Mineral reserves and mineral resources are based on estimates of mineral content and quantity derived from limited information acquired through drilling and other sampling methods and require judgmental interpretations of geology, structure, grade distributions and trends, and other factors. These estimates may change as more information is obtained. No assurance can be given that the estimates are accurate or that the indicated level of metal will be produced. Actual mineralization or formations may be different from those predicted. Further, it may take many years from the initial phase of drilling before production is possible, and during that time the economic feasibility of exploiting a discovery may change.
In addition, the mineral reserve and mineral resource estimates for the AGM are updated from time to time as the geological and technical information on the mineralization increases. These mineral reserve and mineral resource updates may result in reclassification of resources from one category of resources to another and these reclassifications may have a follow-on impact on reserves. To the extent that these reclassifications of resources are from a higher category to a lower category, there may be a resulting negative impact on related mineral reserves. Any reduction of reserves resulting from reclassification of resources may ultimately impact on project economics, including net present values and internal rates of return, and may result in the Company recognizing an impairment of the value of the AGM. For future projects, these reductions may impact adversely on production decisions. Mineral resources that are not mineral reserves do not have demonstrated economic viability. It cannot be assumed that all or any part of the JV's mineral resources constitute or will be converted into reserves. Market price fluctuations of gold as well as increased production and capital costs, reduced recovery rates or technical, economic, regulatory or other factors may render the JV's proven and probable reserves unprofitable to develop at a particular site or sites for periods of time or may render mineral reserves containing relatively lower grade mineralization uneconomic. Successful extraction requires safe and efficient mining and processing. Moreover, short-term operating factors relating to the mineral reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore types, may cause mineral reserves to become uneconomical or the AGM to be unprofitable in any particular reporting period. Estimated reserves may have to be recalculated based on actual production experience. Any of these factors may require the JV to reduce its mineral reserves and resources, which could have a negative impact on the financial results of the JV and the Company.
Failure to obtain or maintain necessary permits or government approvals, revocation of those permits and approvals, regulatory changes affecting necessary permits or government approvals, or environmental concerns could also cause the JV to reduce its reserves. There is also no assurance that the JV will achieve indicated levels of gold recovery or obtain the prices for gold production assumed in determining the amount of such reserves. Anticipated levels of production may be affected by numerous factors, including mining conditions, labour availability and relations, weather and supply shortages.
Metallurgical Recoveries
On February 25, 2022, the Company reported detecting an increase in gold grades in tailings product leaving the processing facility at the AGM. The assays indicated total gold grades of approximately 0.40g/t in tailings product, which is higher than the historic and expected total gold grade in tailings of approximately 0.10g/t. Consequently, gold recovery has been negatively impacted. The AGM's NI 43-101 Technical Report effective December 31, 2019 (and amended and restated on June 9, 2020) described areas of the Esaase pit that were expected to yield lower recovery, and it is possible that material mined from these areas may be causing the lower recovery. However, given the volume and consistency of the material yielding lower recovery, the Company is working to better understand the cause(s), magnitude and impact of the observed lower recovery.
There is no assurance that the Company will ascertain the cause of lower recoveries at the AGM or be able to return recoveries at the AGM to an economic level without undertaking significant capital expenditures at the AGM and/or temporarily suspending its operations at the AGM.
On September 29, 2022, the Company provided an update on the independent metallurgical test work conducted on the Esaase deposit. The program consisted of lab scale carbon-in-leach bottle roll tests conducted on a total of 8 bulk composites derived from mineralized drill core increments from the 2022 metallurgical drilling campaign at Esaase. The composites were selected to represent variations in lithological domains, oxidation states, visually logged carbon and gold grade. Overall weighted average gold recoveries of 87% were achieved for the Esaase deposit. These results support past test work and are in-line with metallurgical recoveries previously assigned to the Esaase deposit.
Restart of Mining Operations
On February 22, 2023, the Company published the results of an independent Feasibility Study report prepared by SRK for the AGM, which included the reinstatement of mineral reserves and demonstrated an improved long-term outlook for the mine. The independent Feasibility Study formed the basis of a new LOM plan for the AGM, the details of which were published in the AGM's 2023 Technical Report filed on March 28, 2023, which is available on the Company's profile at www.sedar.com. The new LOM plan outlines a mine life of 8.5 years, averaging gold production of 217,000 ounces per year, with a NPV of $343 million (using a 5% discount rate and gold price of $1,700/oz). The new LOM plan expects to restart mining activities at the AGM in Q4 2022.
The Company's ability to restart mining operations at the AGM efficiently or economically, or at all, and the timing therefore, is uncertain and cannot be predicted with confidence. The Company may experience delays and disruptions in restarting mining operations at the AGM, which may in turn delay the AGM's return to steady-state operations. In the event that the Company is unable to resume mining operations prior to it processing the stockpiles at the AGM, the Company may be required to shut-down or significantly curtail its operations at the AGM, which may have a material adverse impact on the AGM's production and revenues, and the Company's financial condition. There is no assurance that the Company will be able to restart its mining operations at the AGM.
In the event mining operations are not restarted, the Company may undertake measures to preserve cash resources, including suspension of discretionary spending and other legal means to reduce and minimize contractual spending. Any extended suspension of operations or disruption in production at the AGM resulting from the Company's proposed operating plan for 2023 could jeopardize the Company's or JV's financial position and impact its ability to meet its ongoing obligations.
Life of mine plans
LOM estimates for each of the properties of the JV are based on a number of factors and assumptions and may prove to be incorrect. In addition, LOM plans, by design, may have declining grade profiles and increasing rock hardness and mine life could be shortened if the JV increases production, experiences increased production costs or if the price of gold declines significantly. The LOM plan for the AGM will be updated from time-to-time to reflect current geological, technical and economic information and the JV's plans for the operation and expansion of the AGM may change materially from current planned operations based on the results of an updated LOM plan. Any such updates may result in changes to the LOM that could negatively impact the operations and financial condition of the JV and the AGM, or the share price of the Company, including pursuant to the recognition by the Company of impairment charges with respect to its investment in the JV.
The JV is currently in the process of reviewing the AGM's new LOM plan. Pending this review, the LOM plan may include changes to the assumptions, estimates, parameters and plans including, but not limited to, changes to the current estimates of in‐situ ounces, ore tonnes to be mined in future periods, strip ratios, head grades, recovery rates, gold price assumptions, mining costs, processing costs, trucking costs, capital and closure costs, as well as discount rates. Changes to any of these factors may result in negative impacts on the Project economics of the AGM, which may impact the Company's equity investment in the JV and the valuation of its preferred shares in the JV. Changes in the LOM plan in a manner that reduces the economic benefit to the Company of its interest in the AGM, including reductions in net present values and internal rates of return, could materially impact the Company's future financial performance.
Production costs
This AIF and the Company's other public disclosures contain estimates of future production, operating costs, capital costs, estimates of future AISC/oz and other economic and financial measures with respect to existing mines and certain development stage projects. These estimates may change and/or the JV or the Company may be unable to achieve them. Actual production, costs, returns and other economic and financial performance may vary from the estimates depending on a variety of factors, many of which are not within the JV's or the Company's control. These factors include, but are not limited to:
-
actual ore mined varying from estimates of grade, tonnage, dilution, and metallurgical and other characteristics;
-
short-term operating factors such as the need for sequential development of ore bodies and the processing of new or different ore grades from those planned;
-
mine failures, slope failures or equipment failures;
-
industrial accidents;
-
natural phenomena such as inclement weather conditions, floods, droughts, rockslides and earthquakes;
-
encountering unusual or unexpected geological conditions;
-
changes in power costs and potential power shortages;
-
exchange rate and commodity price fluctuations;
-
shortages of principal supplies needed for operations, including explosives, fuels, water and equipment parts, which can further result in higher prices for key reagents and consumables;
-
labour shortages or strikes;
-
litigation;
-
terrorism;
-
civil unrest and protests;
-
restrictions or regulations imposed by governmental or regulatory authorities;
-
permitting or licensing issues; or
-
shipping interruptions or delays.
Failure to achieve production or cost estimates or material increases in costs could have a material adverse effect on the future cash flows, profitability, results of operations and financial condition of the JV and Company.
Limited history of mining operations
The AGM has limited history of mining operations. As a result, the JV (and consequently Galiano) is subject to all of the risks associated with establishing new mining operations including: the timing and cost, which can be considerable, of the construction of mining facilities; the availability and costs of skilled labour and mining equipment; the availability and costs of appropriate smelting and/or refining arrangements; the need to obtain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits; and, the availability of funds to finance construction and development activities. It is common in new mining operations to experience unexpected problems and delays during construction, development, and mine start‐up. Such operations are subject to all the hazards and risks normally encountered in the exploration for, and development and production of gold and other precious or base metals, including unusual and unexpected geological formations, seismic activity, rock bursts, fires, cave‐ins, flooding and other conditions involved in the drilling and removal of material as well as industrial accidents, labour force disruptions, fall of ground accidents in underground operations, and force majeure factors, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to person or property, environmental damage, delays, increased production costs, monetary losses and possible legal liability. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability. In addition, delays in the commencement of mineral production often occur.
Consumables
The profitability of the JV (and consequently of Galiano) is affected by the market prices and availability or shortages of commodities which are consumed or otherwise used in connection with the JV's operations. Prices of such commodities also can be subject to volatile price movements, which can be material and can occur over short periods of time, and are affected by factors that are beyond the JV's control. Operations consume significant amounts of energy and are dependent on suppliers or governments to meet these energy needs and to allow declines in oil prices to filter through to the JV. In some cases, no alternative source of energy is available. An increase in the cost, or decrease in the availability, of construction materials may affect the timing and cost of the JV's development project. If the costs of certain commodities consumed or otherwise used in connection with the JV's operations were to increase significantly, and remain at such levels for a sustained period of time, this would have a material adverse impact on the JV and the Company. Costs at any particular mining location are also subject to variation due to a number of factors, such as changing ore grade, changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore body or due to operational or processing changes. Reported costs may also be affected by changes in accounting standards. A material increase in costs at any significant location could have a significant effect on the JV's capital expenditures, production schedules, profitability and operating cash flow.
Extraction
A number of factors can affect the JV's ability to extract ore efficiently in the quantities that it has budgeted, including, but not limited to:
-
ground conditions;
-
geotechnical conditions;
-
geological conditions;
-
chemical effects;
-
efficiency; and
-
scheduling.
These factors may result in a less than optimal operation and lower throughput or lower recovery, which may affect the JV's production schedule. There is no assurance that, in planning and budgeting at the AGM, the Company or the JV have foreseen and/or accounted for every possible factor that might cause a project to be subject to suboptimal operation, and such suboptimal operation could have an effect on business, results of operations and financial condition of the JV and the Company and on the share price of the Company.
Processing
A number of factors could affect the JV's ability to process ore in the tonnages budgeted, the quantities of the metals and deleterious materials that are recovered and the ability to efficiently handle material in the volumes budgeted, including, but not limited to:
-
the presence of oversized material at the crushing stage;
-
material showing breakage characteristics different to those planned;
-
material with grades outside of planned grade range;
-
the presence of deleterious materials in ratios different than expected;
-
material drier or wetter than expected, due to natural or environmental effects; and
-
viscosity/density different than expected.
The occurrence of any of the above could affect the ability of the JV to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process ore, concentrate and tailings as planned. This may result, among other things, in lower throughput, lower recovery and/or more downtime which may have an adverse effect on future cash flow, results of operations and financial condition of the JV and the Company.
Equipment malfunctions
The JV's various operations may encounter delays in or losses of production due to the delay in the delivery of equipment, key equipment or component malfunctions or breakdowns, damage to equipment through accident or misuse, including potential complete write-off of damaged units, or delay in the delivery or the lack of availability of spare parts, which may impede maintenance activities on equipment. In addition, equipment may be subject to aging, if not replaced, or through inappropriate use or misuse and may become obsolete. Any one of these factors could adversely impact the operations, profitability and financial results of the JV and Company.
Infectious Diseases
The outbreak of COVID‐19 has had a negative impact on global financial conditions. In addition, outbreaks or the threat of outbreaks of viruses or other infectious diseases or similar health threats, such as COVID‐19, could also cause operational and supply chain delays and disruptions (including as a result of governmental regulation and prevention measures), labour shortages and shutdowns or the inability to sell precious metals.
At this time, the Company cannot accurately predict what effects COVID‐19 or the outbreak of other infectious diseases will have on mining operations or financial results, including as a result of uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of the travel restrictions and business closures that have been or may be imposed by the governments of impacted countries. The widespread health crisis caused by COVID‐19, or the occurrence of other similar health crises, and the adverse economic and financial impacts arising therefrom, could adversely affect the Company's business, financial condition and results of operations and the market price of the Company's Common Shares.
Legislative changes
The JV and Company, respectively, is subject to continuously evolving legislation, including, but not limited to, the areas of labour, environment, land titles, mining practices, closure and rehabilitation requirements and taxation. Compliance with these laws may require significant expenditures. If the JV or Company is unable to comply fully, they may be subject to enforcement actions or other liabilities, or its image may be harmed, all of which could materially affect operating costs, delay or curtail operations or cause the JV or Company to be unable to obtain or maintain required permits. There can be no assurance that the JV or Company has been or will be at all times in compliance with all applicable laws regulations, that compliance will not be challenged or that the costs of complying with current and future laws and regulations will not materially or adversely affect the business, operations or results of the Company or the JV.
New laws, regulations and administrative interpretations, amendments to existing laws and regulations or administrative interpretations, or more stringent enforcement of existing laws, regulations and administrative interpretations, whether in response to changes in the political or social environment the Company and JV operates in or otherwise, could have a material and adverse effect on the future cash flows, results of operations and financial condition of the Company and JV.
Key employees
The ability of the JV and the Company to effectively manage its corporate, exploration and operations teams, as applicable, depends in large part on the ability of the JV and Company to attract and retain key individuals in management positions and as senior leaders within the organization. The success of the Company and JV also depends on the technical expertise of its professional employees. The JV and Company face competition for qualified management, professionals, executives and skilled personnel from other companies. There can be no assurance that the JV or Company will continue to be able to compete successfully with its competitors in attracting and retaining senior leaders, qualified management and technical talent with the necessary skills and experience to manage its current needs. The length of time required to recruit key personnel and fill a position may be longer than anticipated. The failure to attract and retain capable leaders and key management professionals as well as qualified talent to manage the existing operations and projects effectively could have a material adverse effect on the business, financial condition and/or operational results of the JV and Company.
Labour disruptions
The JV is dependent on its workforce and the workforce of its contractors to extract and process minerals. Relations between the JV and its employees, as well as between contractors and their employees, may be impacted by changes in labour relations which may be introduced by, among other things, employee groups, unions and the relevant governmental authorities in whose jurisdictions the JV carries on business. Labour disruptions at the JV's properties could have a material adverse impact on its business, results of operations and financial condition and that of the Company. A number of the JV's employees are represented by labour unions under various collective labour agreements, which are subject to renegotiation and renewal at or near the termination of these contracts. In addition, existing labour agreements may not prevent a strike or work stoppage at the JV's facilities in the future. Any work stoppage or strike by union or other employees could have a material adverse effect on the JV and Company's earnings and financial condition.
Political and legal risks
Mining investments are subject to the risks normally associated with any conduct of business in foreign and/or emerging countries, and may be impacted by global events, including:
-
political risks;
-
war, terrorism and civil disturbance risks;
-
risks related to changes in laws or policies of particular countries, including those relating to royalties, duties, imports, exports and currency;
-
risks in respect of the cancellation or renegotiation of contracts;
-
the risk of the imposition of royalties, net profits payments, tax increases or other claims by government entities, including retroactive claims;
-
the risk of expropriation and nationalization; and
-
the risk of delays in obtaining or the inability to obtain necessary governmental permits or the reimbursement of refundable tax from fiscal authorities.
The conflict in the Ukraine and the global response to this conflict as it relates to sanctions, trade embargos and military support has resulted in significant uncertainty as well as economic and supply chain disruptions. Should this conflict expand beyond Ukraine, or should other geopolitical disputes and conflicts emerge in other regions, this could result in a material adverse effect on the Company.
Other risks include the potential for fraud and corruption by suppliers, personnel or government officials which may implicate the JV or the Company, compliance with applicable anti‐corruption laws, including the Foreign Corrupt Practices Act of 1977, a United States federal law, the Corruption of Foreign Public Officials Act of 1988, a Canadian anti-corruption law applicable to Galiano, or other similar laws of other jurisdictions, by virtue of the JV and the Company operating in jurisdictions that may be vulnerable to the possibility of bribery, collusion, kickbacks, theft, improper commissions, facilitation payments, conflicts of interest and related party transactions and the JV or the Company's possible failure to identify, manage and mitigate instances of fraud, corruption, or violations of its code of conduct and applicable regulatory requirements.
There is also the risk of increased disclosure requirements, including those pursuant to the Dodd‐Frank Wall Street Reform and Consumer Protection Act; currency fluctuations; restrictions on the ability of local operating companies to sell gold offshore for U.S. dollars, and on the ability of such companies to hold U.S. dollars or other foreign currencies in offshore bank accounts; import and export regulations, including restrictions on the export of gold or on the import, for further gold processing; limitations on the repatriation of earnings or on the ability of the JV and the Company to assist in minimizing its expatriate workforce's exposure to double taxation in both the home and host jurisdictions; and increased financing costs.
These risks may limit or disrupt operating mines or projects, restrict the movement of funds, cause the JV and the Company to have to expend more funds than previously expected or required, or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation, and may materially adversely affect the financial position and/or results of operations of the JV and Company. In addition, the enforcement by the JV and Company of its legal rights in foreign countries, including rights to exploit its properties or utilize its permits and licenses and contractual rights may not be recognized by the court systems in such foreign countries or enforced in accordance with the rule of law.
It is possible that a current or future government of any country in which the Company or the JV has mining projects or operations may adopt substantially different policies or take arbitrary action which might halt exploration or production, nationalize assets or cancel contracts and/or mining and exploration rights and/or make changes in taxation treatment any of which could have a material and adverse effect on the future cash flows, earnings, results of operations and/or financial condition of the JV and Company.
Contractors
The JV uses contractors at the AGM for some of its mining activities. As a result, operations at the AGM are subject to a number of risks, some of which will be outside of the JV's control, including:
-
negotiating agreements with contractors on acceptable terms;
-
securing mining contractor services upon a restart of mining operations;
-
the inability to replace a contractor and its operating equipment in the event that either party terminates the agreement;
-
reduced control over such aspects of operations that are the responsibility of the contractor;
-
failure of a contractor to perform under its agreement with the JV;
-
interruption of operations in the event that a contractor ceases its business due to insolvency or other unforeseen events;
-
failure of a contractor to comply with applicable legal and regulatory requirements, to the extent that it is responsible for such compliance; and
-
problems of a contractor with managing its workforce, labour unrest or other employment issues.
In addition, the JV may incur liability to third parties as a result of the actions of a contractor. The occurrence of one or more of these risks could have a material adverse effect on the business, results of operations and financial condition of the JV and Company.
Mining dangers
Mining operations generally involve a high degree of risk. The JV's operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, including: unusual and unexpected geological formations; seismic activity; cave-ins or slides; flooding; pit wall failure; periodic interruption due to inclement or hazardous weather conditions; and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or death, damage to property, environmental damage and possible legal liability. Milling operations are subject to hazards such as fire, equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability.
Environmental and health and safety Issues
Routine safety inspections are conducted across the AGM site with any non-conformances reported through the safety, health & environment management system. Weekly inspections are conducted at the mining contractor workshops, fuel depot, process plant, and other external areas as required. With regards to the TSF, the JV employs a series of monitoring boreholes around the perimeter of the TSF, which are regularly monitored for ground water contamination. The TSF is inspected on a daily basis for signs of stress or damage and to ensure structural integrity. It is also audited every quarter, including for structural integrity, by independent third-party consultants and their report is submitted to the Ghanaian EPA.
Although the JV monitors its mining and disposal sites for potential environmental hazards, there is no assurance that it has detected, or can detect all possible risks to the environment arising from the business and operations. The JV expends significant resources to comply with environmental laws, regulations and permitting requirements, and expects to continue to do so in the future. Failure to comply with applicable environmental laws, regulations and permitting requirements may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. There is no assurance that:
-
the JV has been or will be at all times in compliance with such laws, regulations and permitting requirements, or with any new or amended laws, regulations and permitting requirements that may be imposed from time to time;
-
the JV's compliance with such laws, regulations and permitting requirements, or with any new or amended laws, regulations and permitting requirements that may be imposed from time to time, will not be challenged; or
-
the costs of compliance with such laws, regulations and permitting requirements, or with any new or amended laws, regulations and permitting requirements that may be imposed from time to time, will be economical and will not materially or adversely affect the JV's future cash flow, results of operations and financial condition.
The JV may be subject to proceedings in respect of alleged failures to comply with increasingly strict environmental laws, regulations or permitting requirements or of posing a threat to or of having caused hazards or damage to the environment or to persons or property. While any such proceedings are in process, the JV could suffer delays or impediments to or suspension of development and construction of projects and operations and, even if the JV is ultimately successful, the JV may not be compensated for the losses resulting from any such proceedings or delays.
There may be existing environmental hazards, contamination or damage at the JV's mines or projects that the JV may be unaware of. The JV may also be held responsible for addressing environmental hazards, contamination or damage caused by current or former activities at its mine sites or projects or exposure to hazardous substances, regardless of whether or not hazard, damage, contamination or exposure was caused by the activities of the JV or by previous owners or operators of the property.
Any finding of liability in such proceedings could result in additional substantial costs, delays in the exploration, development and operation of the JV's properties and other penalties and liabilities related to associated losses, including, but not limited to:
-
restrictions on or suspension of the activities of the JV;
-
loss of rights, permits and property, including loss of the JV's ability to operate in that country or generally;
-
completion of extensive remedial cleanup or paying for government or third-party remedial cleanup;
-
premature reclamation of operating sites; and
-
seizure of funds or forfeiture of bonds.
The costs of complying with any orders made or any cleanup required and related liabilities from such proceedings or events may be significant and could have a material adverse effect on the business, results of operations, financial condition of the JV and the Company and the share price of the Company.
In Ghana, the JV is required to submit, for government approval, a reclamation plan for each of its mining sites that establishes the JV's obligation to reclaim property after minerals have been mined from the site. Further, the JV is required to provide security to the Ghanaian EPA for the performance by the JV of its reclamation obligations in respect of the Abirem, Abore and Adubea mining leases. Although the JV has currently made provision for certain of its reclamation obligations, there is no assurance that these provisions will be adequate in the future.
Climate Change
The Company acknowledges climate change and that increased environmental regulation resulting therefrom may adversely affect the operations of the JV and Company. 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.
There is no assurance that the response of the JV and the Company to the risks posed by climate change and the corresponding legislation and regulation will be effective and the physical risks of climate change will not have an adverse effect on the JV's operations and profitability.
Health and Safety Risks - Pandemics
The JV and its workforce are exposed to diseases and/or pandemics such as malaria, dengue, COVID-19, chikungunya, among others. Such diseases and/or pandemics represent a serious threat to maintaining a skilled workforce in the mining industry in Africa and is a major healthcare challenge for the JV.
As a result of such diseases and/or pandemics, and workplace accidents due to the inherent dangers of mining operations, there can be no assurance that the JV will not lose members of its workforce or see its workforce productivity reduced or incur medical costs, which could have a material and adverse effect on the future cash flows, earning, results of operations and financial condition of the JV and the Company.
Permitting
The operation, exploration and development projects of the JV require licenses and permits from various governmental authorities to exploit its properties, and the process for obtaining and renewing licenses and permits from governmental authorities often takes an extended period of time and is subject to numerous delays, costs and uncertainties. Any unexpected delays or costs or failure to obtain such licenses or permits associated with the permitting process could delay or prevent the execution of the AGM's development plans or impede the operation of a mine, which could adversely impact the JV's and the Company's operations, profitability and financial results. Such licenses and permits are subject to change in various circumstances. Failure to comply with applicable laws and regulations may result in injunctions, fines, suspensions or revocations of permits and licenses, and other penalties. There can be no assurance that the JV has been or will be at all times in compliance with all such laws and regulations and with its licenses and permits or that the JV has all required licenses and permits in connection with its operations. The JV may be unable, on a timely basis, to obtain, renew or maintain in the future all necessary licenses and permits that may be required to explore and develop its properties, maintain the operation of mining facilities and properties under exploration or development or to otherwise maintain continued operations.
The JV's ability to obtain and maintain required permits and approvals and to successfully operate, in particular, may be adversely impacted by real or perceived detrimental events associated with the JV's activities or those of other resource companies affecting the environment, human health and safety of the surrounding communities. Delays in obtaining or failure to obtain, renew, or retain government permits and approvals may adversely affect the JV's operations, including its ability to explore or develop properties, commence production or continue operations.
Land title
The validity of exploration, development and mining interests and the underlying mineral claims, mining claims, mining leases, tenements and other forms of land and mineral tenure held by the JV, which fundamentally constitute the JV's property holdings, can be uncertain and may be contested and the JV's properties are subject to various encumbrances, including royalties.
Acquisition of title to mineral properties is a very detailed and time-consuming process, and the JV's title to its properties may be affected by prior unregistered encumbrances, agreements or transfers, or undetected defects. Although the JV has attempted to acquire satisfactory title to its properties, some risk exists that some titles, particularly title to exploration and undeveloped properties, may be defective. A successful challenge to the JV's title to its properties could result in the JV being unable to operate on its properties as anticipated or being unable to enforce its rights with respect to its properties which could have a material adverse effect on the JV and the Company. The JV may further need to acquire other title, such as surface title, easements or rights of way, which may encroach on the title to property of third parties. There is no guarantee that such further title, easements or rights of way necessary for the JV's operations may be acquired by the JV and the failure to acquire same, or to acquire the same in a timely fashion, may materially impede the JV's operations.
Geotechnical
Mining, by its very nature, involves the excavation of soils and rocks. The stability of the ground during and after excavation involves a complicated interaction of static and dynamic stresses (including induced stresses such as blasting), gravity, rock strength, rock structures (such as faults, joints, and bedding), groundwater pressures and other geo‐mechanical factors.
Additionally, excavated ore and waste may be deposited in dumps or stockpiles, or used in the construction of tailings dams and roads or other civil structures, which may be very large. These dumps, stockpiles, dams, etc. may also be subject to geotechnical failure due to over‐steepening, seismically induced destabilization, water saturation, material degradation, settling, overtopping, foundation failure or other factors.
The JV employs internal geotechnical experts, external consultants and third‐party reviewers and auditors who use industry‐standard engineering data gathering, analyses, techniques and processes to manage the geotechnical risks associated with the design and operation of a mine and the related civil structures. However, due to unforeseen situations and to the complexity of these rock masses and large rock and soil civil structures, geotechnical failures may occur at the AGM which could result in the temporary or permanent closure of all or part of a mining operation and/or damage to mine infrastructure, equipment or facilities, which materially impacts mineral production and/or results in additional costs to repair or recover from such geotechnical failures and the resulting damage.
Community risk
Maintaining a positive relationship with the communities in which the JV operates is critical to continuing the successful operation of the AGM as well as construction and development of existing and new projects. Community support for mining operations is a key component of a successful mining venture.
As a mining business, the JV and the Company may come under pressure in the jurisdictions in which it operates, or will operate in the future, to demonstrate that other stakeholders (including employees, communities surrounding operations and the countries in which the JV and the Company operate) benefit and will continue to benefit from the JV's and the Company's commercial activities, and/or that it operates in a manner that will minimize any potential damage or disruption to the interests of those stakeholders. The JV and the Company may face opposition with respect to current and future development and exploration projects which could materially adversely affect the business, results of operations, financial condition of the JV and the Company and the Company's share price.
Surrounding communities may affect or threaten the security of the mining operations through the restriction of access of supplies and the workforce to the mine site or the conduct of artisanal mining at or near the mine sites. The material properties of the JV may be subject to the rights or asserted rights of various community stakeholders, including indigenous people, through legal challenges relating to ownership rights or rights to artisanal mining. The JV is exposed to artisanal and illegal mining activities in close proximity to its operations that may cause environmental issues and disruptions to the operations and relationships with governments and local communities.
Ghana is experiencing an increase in the levels and mechanization of illegal mining activities which, if left unchecked, may result in the misappropriation of ore from the JV's tenements. The JV, in coordination with the military and police, attempts to exclude illegal mining from our mineral properties, but such efforts may not always be successful. Failure to secure the JV's mineral properties from illegal miners could have a material adverse effect on the future cash flows, profitability, results of operations and financial condition of the JV and the Company.
Infrastructure and water access
The JV's operations are carried out in geographical areas which lack developed infrastructure and are subject to various other risk factors, including the availability of sufficient water supplies. Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Lack of such infrastructure or unusual or infrequent weather phenomena, sabotage, terrorism, government or other interference in the maintenance or provision of such infrastructure could adversely affect the operations, financial condition and/or results of operations of the JV and the Company.
The JV's failure to obtain needed water permits, the loss of some or all of the JV's water rights for any of its mines or shortages of water due to drought or loss of water permits could require the JV to curtail or close mining production and could prevent the JV from pursuing expansion opportunities.
Exploration and Development Risks
Exploration
Gold and other metal exploration is highly speculative in nature, involves many risks and is often not productive; there is no assurance that the JV will be successful in its exploration efforts.
The JV's ability to declare mineral reserves is dependent on a number of factors, including the geological and technical expertise of the JV's management and exploration teams, the quality of land available for exploration and other factors. Once gold mineralization is discovered, it can take several years of exploration and development before production is possible, and the economic feasibility of production can change during that time.
Substantial expenditures are required to carry out exploration and development activities to establish proven and probable mineral reserves and determine the optimal metallurgical process to extract the metals from the ore.
Once the JV has found ore in sufficient quantities and grades to be considered economic for extraction, metallurgical testing is required to determine whether the metals can be extracted economically. There may be associated metals or minerals that make the extraction process more difficult.
Mine development
The execution of the AGM's development plans will require the development and operation of various mining pits, the resettlement of villages, upgrades to the existing haul road, and TSF lifts. As a result, the JV and the Company is and shall continue to be subject to many of the risks associated with establishing new mining operations including:
-
the availability of funds to finance construction and development activities;
-
the receipt of required governmental approvals and permits;
-
the availability and costs of skilled labour and the ability of key contractors to perform services in the manner contracted for;
-
unanticipated changes in grade and tonnage of ore to be mined and processed;
-
unanticipated adverse geotechnical conditions;
-
incorrect data on which engineering assumptions are made;
-
potential increases in construction and operating costs due to changes in the cost of fuel, power, materials, skilled labour, security and supplies, among others;
-
adequate access to the site and unanticipated transportation costs or disruptions; and
-
potential opposition or obstruction from non-governmental organizations, environmental groups, terrorists or local groups which may delay or prevent development activities.
Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which the AGM is dependent in connection with its development plans, a delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful operation of the operational elements in connection with the JV's development plans could delay or prevent the development of the mine as planned.
Risks Relating to the Value of Securities
Market price of Common Shares
The Common Shares are publicly traded and are subject to various factors that have historically made the Common Share price volatile. The market price of the Common Shares has experienced, and may continue to experience, significant volatility, which may result in losses to investors. The market price of the Common Shares may increase or decrease in response to a number of events and factors, including: operating performance and the performance of competitors and other similar companies, volatility in metal prices, the public's reaction to news releases on developments at mines and other properties, material change reports, other public announcements and the Company's filings with the various securities regulatory authorities, changes in earnings estimates or recommendations by research analysts who track the Common Shares or the shares of other companies in the resource sector, changes in general economic and/or political conditions, the number of Common Shares to be publicly traded after an offering of Common Shares, the arrival or departure of key personnel and acquisitions, strategic alliances or joint ventures involving the Company's or its competitors.
In addition, the global stock markets and prices for mining company shares have experienced volatility that often has been unrelated to the operating performance of such companies. These market and industry fluctuations may adversely affect the market price of the Common Shares, regardless of its operating performance. The variables which are not directly related to the Company's success and are, therefore, not within the Company's control, include developments that affect the market for mining company shares, the breadth of the public market for the Common Shares and the attractiveness of alternative investments.
The effect of these and other factors on the market price of the Common Shares on the exchanges on which they trade has historically made the price of the Common Shares volatile and suggest that the Common Share price will continue to be volatile in the future.
Liquidity of Common Shares
Shareholders of the Company may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of their Common Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, and that the Company will continue to meet the listing requirements of the TSX or the NYSE American or achieve listing on any other public listing exchange.
Volatility
In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies has experienced wide fluctuations, which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that such fluctuations will not affect the price of the Company's securities, and the price may decline below their acquisition cost. As a result of this volatility, investors may not be able to sell their securities at or above their acquisition cost.
Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in the countries where these companies carry on business and globally, and market perceptions of the attractiveness of particular industries. The price of the securities of the Company is also likely to be significantly affected by short‐term changes in commodity prices, other precious metal prices or other mineral prices, currency exchange fluctuation and the political environment in the countries in which the Company does business and globally.
In the past, following periods of volatility in the market price of a company's securities, shareholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm the Company's profitability and reputation.
Dilution from exercise of outstanding stock options or settlement of share units
The Company has outstanding stock options representing a right to receive Common Shares upon vesting and the exercise of the stock options. In addition, the Company has outstanding share units, representing a right to receive Common Shares on vesting and satisfaction of the settlement conditions. The exercise of the stock options or the settlement of the share units and the subsequent resale of such Common Shares in the public market could adversely affect the prevailing market price of the Common Shares and the Company's ability to raise equity capital in the future at a time and price which deems it appropriate. The Company may also enter into commitments in the future which would require the issuance of additional Common Shares or may grant share purchase warrants and the Company is expected to grant additional stock options and share units. Any share issuances from the Company's treasury will result in immediate dilution to existing shareholders' percentage interest in the Company.
The Company has never paid dividends and may not do so in the foreseeable future
The Company has not declared or paid any regular dividends on its Common Shares. The Company's current business plan requires that for the foreseeable future, any future earnings be reinvested to finance the growth and development of its business. The Company does not intend to pay cash dividends on the Common Shares in the foreseeable future. The Company will not declare or pay any cash dividends until such time as its cash flow exceeds its capital requirements and will depend upon, among other things, conditions then existing including earnings, financial condition, restrictions in financing arrangements, business opportunities and conditions and other factors, or the Company's Board determines that its shareholders could make better use of the cash.
Financial Risks
The Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions
In recent years, global financial markets have been characterized by extreme volatility impacting many industries, including the mining industry. Global financial conditions remain subject to sudden and rapid destabilizations in response to future economic shocks, as government authorities may have limited resources to respond to future crises. A sudden or prolonged slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth and profitability. Future economic shocks may be precipitated by a number of causes, including, but not limited to, material changes in the price of oil and other commodities, the volatility of metal prices, governmental policies, geopolitical instability, war, terrorism, the devaluation and volatility of global stock markets, natural disasters and the outbreak of COVID‐19 and any future emergence and spread of diseases and/or pandemics. Any sudden or rapid destabilization of global economic conditions could impact the Company’s ability to obtain equity or debt financing in the future on terms favourable to the Company or at all. In such an event, the Company’s operations and financial condition could be adversely impacted.
Gold price fluctuations
The JV's revenues depend in part on the market prices for gold. Gold prices fluctuate widely and are affected by numerous factors beyond the JV's control including central bank lending, sales and purchases of gold, producer hedging activities, expectations of inflation, the level of demand for gold as an investment, speculative trading, the relative exchange rate of the U.S. dollar with other major currencies, interest rates, global and regional demand, political and economic conditions and uncertainties, industrial and jewelry demand, production costs in major gold producing regions and worldwide production levels. The aggregate effect of these factors is impossible to predict with accuracy. Although the JV has from time to time entered into hedging instruments to manage the AGM's exposure to gold price risk, the JV may not do so in future. Fluctuations in gold prices may materially and adversely affect the financial performance or results of operations of the JV and the Company.
Insufficient financing
To fund growth, the JV and the Company may choose to secure necessary capital through loans or other forms of financing. The availability of this capital is subject to general economic conditions and lender and investor interest in the JV and the Company and their respective projects.
In addition, the JV and the Company may seek funding to further its search and exploration for new mineral deposits and their development. Financing may not be available when needed or, if available, may not be available on terms acceptable to the JV or the Company. Failure to obtain any financing that may become necessary for the development plans of the JV and the Company may result in a delay or indefinite postponement of exploration, development or production on any or all of the properties of the JV and the Company.
Shareholder dilution
The adequacy of the Company's capital structure is assessed on an ongoing basis and adjusted as necessary after taking into consideration the Company's strategic plans, market and forecasted gold prices, the mining industry, general economic conditions and associated risks. In order to maintain or adjust its capital structure, the Company may adjust its capital spending, issue new Common Shares, purchase Common Shares for cancellation pursuant to NCIBs, issue new debt or reimburse existing debt. The constating documents of the Company allow it to issue, among other things, an unlimited number of Common Shares for such consideration and on such terms and conditions as may be established by the Board of Directors of the Company, in many cases, without the approval of shareholders. The Company cannot predict the size of future issuances of Common Shares or the issue of securities convertible into Common Shares of Galiano or the effect, if any, that future issuances and sales of the Company's Common Shares will have on the market price of its Common Shares. Any transaction involving the issue of previously authorized but unissued Common Shares or securities convertible into Common Shares would result in dilution to present and prospective holders of Common Shares.
Control of AGM cash flows and operation through a joint venture
Positive cash flows from the AGM are not within the Company's exclusive control as the disposition of cash from the AGM 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 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 of the JV; 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 is to be paid out by the JV in certain priority, and is generally paid first to interest and principal of loans, second to redemption of the preferred shares issued by the JV (of which shares each partner held 132.4 million preferred shares as of December 31, 2022) and finally as dividends on common shares of the JV companies (which the JV partners own 45:45 with the Government of Ghana holding 10%). As a result, despite cash flows from the AGM accruing to the JV, in certain circumstances, including wherein the JV is expected to incur costs in respect of work programs to be undertaken at the AGM or principal and interest payments are owing by the JV, Galiano may not be able to realize on all or any part of this cash flow, which may have a negative impact on the financial condition, results of operations or share price of the Company. See section "Corporate risks - Risks associated with Joint Ventures" below.
Interest rates
Globally, central banks have implemented or indicate that they intend to implement increases to the interest rate charged to commercial banks in the short term to combat inflationary pressures. Increases in interest rates could cause the Company's cost of capital to increase, which in turn may affect the feasibility of financing future development projects. In addition, the Company's financial results are affected by movements in interest rates, as it forms an important factor in the estimation of the fair value of certain assets and liabilities of the JV and the Company.
Foreign currency and foreign exchange
The JV receives revenue from operations in US dollars but incurs a portion of its operating expenses and costs in foreign currencies including Ghanaian Cedis, South African Rand, and Canadian dollars. Similarly, the Company raises its capital in Canadian dollars and US dollars, as applicable, yet incurs expenses in foreign currencies including the Euro and British Pound. Each of these currencies fluctuates in value and is subject to its own country's political and economic conditions and the JV and the Company are therefore subject to fluctuations in the exchange rates between the US dollar, the Canadian dollar and these currencies. These fluctuations could have a material effect on the future cash flow, business, results of operations and financial condition of the JV and the Company and on the share price of the Company. Foreign currency fluctuations may also lead to higher‐than‐anticipated construction, development and other costs. The JV and the Company do not currently hedge against currency exchange risks, although they may do so from time to time in the future.
Credit rating downgrade
Any debt issued by the JV or the Company may have a non‐investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changes in the credit ratings of the JV and the Company will generally affect the market value of any debt of the JV and the Company. Additionally, credit ratings may not reflect the potential of risks relating to the structure of any debt of the JV and the Company. Any future lowering of the ratings for the JV and the Company likely would make it more difficult or more expensive to obtain debt financing.
Taxation
The JV and the Company have operations and conduct business in a number of different jurisdictions and are subject to the taxation laws of each such jurisdiction. These taxation laws are complicated and subject to changes and are subject to review and assessment in the ordinary course. Any such changes in taxation law or reviews and assessments could result in higher taxes being payable by the JV and the Company, which could adversely affect profitability. Taxes and other local laws and requirements may also adversely affect the ability of the JV and the Company to repatriate earnings and otherwise deploy assets. In addition, the JV and the Company are subject to routine tax audits by various tax authorities. Tax audits may result in additional tax, interest payments and penalties which, if levied, would negatively affect the financial condition and operating results of the JV and the Company.
Tax consequences for foreign controlled Canadian companies
Certain adverse tax considerations may be applicable to a shareholder that is a corporation resident in Canada and is, or becomes, controlled by a non-resident corporation for the purposes of the "foreign affiliate dumping" rules in the Income Tax Act (Canada). Such shareholders should consult their tax advisors with respect to the consequences of acquiring the securities of the Company.
Repatriation of funds
The Company may need to repatriate funds from foreign affiliates to service indebtedness or fulfill the Company's business plans, in particular in relation to ongoing expenditures at development assets unrelated to the JV. Galiano may not be able to repatriate funds, or may incur tax payments or other costs when doing so, as a result of a change in applicable law or tax requirements at local subsidiary levels, and such costs could be material.
Financial reporting risks
Inadequate controls over financial reporting
The Company assessed and tested, for its 2022 fiscal year, its internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act ("SOX"). SOX requires an annual assessment by management of the effectiveness of the Company's internal control over financial reporting. In 2021, the Company elected not to obtain an attestation report from the Company's independent auditors addressing the effectiveness of the Company's internal controls over financial reporting. The Company's failure to satisfy the requirements of Section 404 of SOX on an ongoing and timely basis could result in the loss of investor confidence in the reliability of its financial statements and/or regulatory sanctions, which in turn could harm the Company's business and negatively impact the trading price of its Common Shares or market value of its other securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation could harm the Company's operating results or cause it to fail to meet its reporting obligations.
Moreover, the Company's management does not expect that its internal control over financial reporting will prevent or detect all errors and all fraud. Any such errors or fraud could cause the Company to be required to amend its financial statements, result in regulatory sanction and/or liability, any of which could harm the Company's financial results, results of operation, business or share price.
Public company obligations
The Company's business is subject to evolving corporate governance and public disclosure regulations that have increased both the Company's compliance costs and the risk of non-compliance. Any non-compliance with these regulations could have an adverse effect on the Company's share price.
The Company is subject to changing rules and regulations promulgated by a number of U.S. and Canadian governmental and self-regulated organizations, including the SEC, the Canadian Securities Administrators, the NYSE American, the TSX, and the International Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by the U.S. Congress, making compliance more difficult and uncertain.
Carrying value of assets
The carrying value of the assets of the JV and the Company is compared to internal estimates of their estimated fair value to assess how much value can be recovered based on current events and circumstances. The fair value estimates of the JV and the Company are based on numerous assumptions and are adjusted from time to time and the actual fair value, which also varies over time, could be significantly different than these estimates.
If there are no mitigating valuation factors and the JV and the Company do not achieve their valuation assumptions, or they experience a decline in the fair value of their reporting units, it could result in an impairment charge, which could have an adverse effect on the JV and the Company.
Change in reporting standards
Changes in accounting or financial reporting standards may have an adverse effect on the financial condition and results of operations of the JV and the Company in the future.
Corporate risks
Risk associated with joint ventures
Since the conclusion of the JV Transaction on July 31, 2018, the Company's primary asset is held through a joint venture arrangement with Gold Fields, which exposes the Company to various additional risks. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the Company's profitability or the viability of the Company's interest in the AGM, which could have a material adverse impact on the Company's future cash flows, earnings, results of operations and financial condition:
-
disagreements with the JV partners on how to operate the AGM and whether and how to develop the AGM;
-
inability to exert influence over certain strategic decisions made in respect of the AGM's development plans;
-
inability of the Company to meets its own obligations under the JVA;
-
inability of the Company to make its required contributions under the JVA which may result in dilution to the Company's interest in the JV;
-
inability of partners to meet their obligations to the JV, joint operation of the AGM or third parties;
-
decisions under the dispute resolution provisions of the JVA may not be resolved in the Company's favour; and
-
litigation between partners regarding the JV or matters in respect of the joint operation of the AGM.
In addition, the Company is currently the manager of the JV operations for which it receives fees under the Services Agreement in respect of the AGM for direct services and supervised activities, capped at $7.1 million per year (originally $6.0 million, but adjusted annually for inflation). The Company is obliged to provide services to a professional standard and to otherwise comply with the obligations of the Services Agreement. If the Company were to fail to meet the required standards and obligations under the Services Agreement, or were diluted pursuant to the JVA, it could be removed as manager and would lose entitlement to these fees.
The Company's inability to control the JV may impact adversely on the ability of the Company to raise funds to fund its contributions to the JV, which may ultimately result in dilution to the Company's interest in the JV.
Insurance and uninsured risks
Where economically feasible and based on availability of coverage, a number of operational, financial and political risks are transferred to insurance companies. The availability of such insurance is dependent on the past insurance losses and records of the JV and the Company and general market conditions. Available insurance does not cover all the potential risks associated with a mining company's operations. The JV and the Company may also be unable to maintain insurance to cover insurable risks at economically feasible premiums, insurance coverage may not be available in the future or may not be adequate to cover any resulting loss, and the ability to claim under existing policies may be contested. Moreover, insurance against risks such as the validity and ownership of unpatented mining claims and mill sites and environmental pollution or other hazards as a result of exploration and production is not generally available to the JV or the Company or to other companies in the mining industry on acceptable terms. As a result, the JV and the Company might become subject to liability for environmental damage or other hazards for which it is completely or partially uninsured or for which it elects not to insure because of premium costs or other reasons. Losses from these events may cause the JV and the Company to incur significant costs that could have a material adverse effect upon the financial condition and/or results of operations of the JV and the Company.
Litigation
The JV and the Company may be subject to litigation arising in the normal course of business and may be involved in disputes with other parties, including governments and its workforce, in the future which may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities, environmental laws, volatility in stock price, failure to comply with disclosure obligations or the presence of illegal miners or labour disruptions at its mine sites. The results and costs of litigation cannot be predicted with certainty. If the JV or the Company is unable to resolve these disputes favourably, it may have a material adverse impact on the financial performance, cash flow and results of operations of the JV and the Company.
In the event of a dispute involving the foreign operations of the Company's affiliates, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Company's ability to enforce its rights or its potential exposure to the enforcement in Canada or locally of judgments from foreign courts could have an adverse effect on its future cash flows, earnings, results of operations and financial condition.
Reputational risk
Damage to Galiano's reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. Galiano and the JV do not have control over how they are perceived by others. Any reputation loss 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 condition of the JV and the Company and the Company's share price.
Acquisitions
The Company may pursue the acquisition or disposition of producing, development or advanced stage exploration properties and companies. The search for attractive acquisition opportunities and the completion of suitable transactions are time consuming and expensive, and may be unsuccessful. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, obtain necessary regulatory approvals and integrate the acquired operations successfully with those of the Company or the JV. Any acquisition that the Company may choose to complete may be of a significant size, may change the scale of the Company’s business and operations and may expose the Company to new geographical, political, operational, financial and geological risks. Such risks include, but are not limited to:
-
there may be a significant change in commodity prices after the Company has committed to complete an acquisition and established the purchase price or share exchange ratio;
-
a material ore body may prove to be below expectations;
-
the Company may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies, maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization;
-
the integration of the acquired business or assets may disrupt the Company's ongoing business and its relationships with employees, suppliers and contractors; and
-
the acquired business or assets may have unknown liabilities which may be significant.
Competitors
The Company competes with other mining companies and individuals for mining interests on attractive exploration properties and the acquisition of mining assets, including competitors with greater financial, technical or other resources. This may increase the risk of higher costs when acquiring suitable claims, properties and assets or of even making such acquisitions on terms acceptable to the Company. There can be no assurance that the Company will be able to compete successfully with its competitors in acquiring such properties and assets.
Information systems security threats
The Company and the JV is reliant on the continuous and uninterrupted operation of its IT systems. User access and security of all IT systems can be critical elements to the operations of the Company and the JV. Protection against cyber security incidents, cloud security and security of all of the IT systems of the JV and the Company are critical to the operations of the JV and the Company. Any IT failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect the reputation, operations or financial performance of the JV and the Company.
The IT systems of the JV and the Company could be compromised by unauthorized parties attempting to extract business sensitive, confidential or personal information, corrupting information or disrupting business processes or by inadvertent or intentional actions by the employees or vendors of the JV and the Company. A cyber security incident resulting in a security breach or failure to identify a security threat could disrupt business and could result in the loss of business sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs.
If any of the foregoing events, or other negative events in respect of the IT systems of the Company or the JV not described herein occur, the business, financial condition or results of operations of the JV and the Company could suffer. In that event, the market price of the Company's securities may decline and investors could lose part or all of their investment.
Negative cash flow from operating activities
The Company has had negative cash flow from operating activities in prior years, and may continue to experience negative cash flow from operations in the foreseeable future. The Company has incurred net losses in the past and may incur losses in the future unless it can derive sufficient revenues from its business. Such future losses could have an adverse effect on the market price of the Company's securities, which could cause investors to lose part or all of their investment.
Other risks and uncertainties
The exploration, development and mining of natural resources are highly speculative in nature and are subject to significant risks. The risk factors noted above do not necessarily comprise all risks faced by the Company or the JV. Additional risks and uncertainties not presently known to the Company or that management currently consider immaterial may also impair the business, operations and future prospects of the JV and the Company. If any of the following risks actually occur, the business of the JV and the Company may be harmed and their financial condition and results of operations may suffer significantly.
DIVIDENDS AND DISTRIBUTIONS
Galiano has no fixed dividend policy and has not declared any dividends on its Common Shares since its incorporation. Subject to the BCBCA, the actual timing, payment and amount of any dividends declared and paid by the Company will be determined by and at the sole discretion of Galiano's Board of Directors from time to time based upon, among other factors, the Company's cash flow, results of operations and financial condition, the need for funds to finance ongoing operations and exploration, and such other considerations as the Board of Directors in its discretion may consider or deem relevant.
DESCRIPTION OF CAPITAL STRUCTURE
Common Shares
Galiano's authorized capital consists of an unlimited number of Common Shares without par value. At December 31, 2022, there were 224,943,453 Common Shares issued and outstanding.
Each Common Share entitles the holder to one vote at all meetings of the Company's shareholders. The holders of the Company's Common Shares are entitled to receive during each year, as and when declared by the Board of Directors, dividends payable in money, property or by the issue of fully-paid Common Shares of Galiano. If the Company is dissolved, wound-up, whether voluntary or involuntary, or there is a distribution of Galiano's assets among shareholders for the purpose of winding-up its affairs, the holders of the Company's Common Shares are entitled to receive Galiano's remaining property.
The Company was previously authorized to issue unlimited preferred shares without par value or restrictions. Following the Company's Annual General and Special Meeting of Shareholders held on April 30, 2020, the Company amended its Notice of Articles to remove preferred shares from the Company's capital structure.
(a) 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 $300 million. The Prospectus has a term of 25-months from the filing date. As of December 31, 2022, no securities were issued under the Prospectus.
As at March 28, 2023, there were 224,943,453 shares issued and outstanding.
Constraints
There are no constraints imposed on the ownership of the Common Shares by corporate law. There are certain government review requirements regarding foreign investment in Canadian companies which are not expected to be relevant to Galiano shareholders.
MARKET FOR SECURITIES
Trading Price and Volume
The Company's Common Shares trade on the TSX and NYSE American under the symbol "GAU".
The following tables set out the low and high sale prices and the aggregate volume of trading of the Common Shares on the TSX for the months indicated (Canadian Dollars) and NYSE American for the months indicated (US Dollars).
|
Month |
TSX Price Range |
Total Volume |
|
|
High (C$) |
Low (C$) |
||
|
January 2022 |
1.01 |
0.81 |
736,000 |
|
February 2022 |
1.02 |
0.71 |
911,900 |
|
March 2022 |
0.84 |
0.66 |
2,182,000 |
|
April 2022 |
0.69 |
0.57 |
964,800 |
|
May 2022 |
0.66 |
0.48 |
856,900 |
|
June 2022 |
0.59 |
0.48 |
245,000 |
|
July 2022 |
0.56 |
0.48 |
192,600 |
|
August 2022 |
0.67 |
0.53 |
376,300 |
|
September 2022 |
0.69 |
0.58 |
500,700 |
|
October 2022 |
0.74 |
0.65 |
153,200 |
|
November 2022 |
0.80 |
0.64 |
447,900 |
|
December 2022 |
0.80 |
0.58 |
326,900 |
|
Month |
NYSE American Price Range |
Total Volume |
|
|
High ($) |
Low ($) |
||
|
January 2022 |
0.80 |
0.60 |
10,225,900 |
|
February 2022 |
0.79 |
0.56 |
12,939,400 |
|
March 2022 |
0.67 |
0.52 |
18,093,600 |
|
April 2022 |
0.55 |
0.45 |
10,147,200 |
|
May 2022 |
0.50 |
0.37 |
7,583,300 |
|
June 2022 |
0.47 |
0.36 |
6,476,200 |
|
July 2022 |
0.44 |
0.36 |
6,052,400 |
|
August 2022 |
0.52 |
0.41 |
7,427,300 |
|
September 2022 |
0.53 |
0.43 |
7,290,200 |
|
October 2022 |
0.54 |
0.46 |
5,693,400 |
|
November 2022 |
0.60 |
0.47 |
5,994,500 |
|
December 2022 |
0.60 |
0.42 |
17,917,100 |
PRIOR SALES
The Company does not have any classes of Common Shares or preferred shares that are outstanding, but not listed or quoted on a marketplace.
The following table sets out details of all securities convertible or exercisable into Common Shares that were issued or granted by the Company from January 1, 2022 to December 31, 2022.
| Date | Type of Security Issued | Number of Common Shares issuable upon exercise |
Exercise price per Common Share |
| April 6, 2022 | Share Option | 4,480,000 | C$0.66 |
| May 25, 2022 | Share Option | 10,000 | C$0.53 |
| September 1, 2022 | Share Option | 300,000 | C$0.62 |
DIRECTORS AND EXECUTIVE OFFICERS
Name, Occupation and Security Holding
The following table sets out the names, province or state and country of residence, positions with or offices held with the Company, and principal occupation for the past five years of each of Galiano's directors and executive officers, as well as the period during which each has been a director of the Company.
The term of office of each director of Galiano expires at the annual general meeting of shareholders each year.
|
Name, Position and |
Principal Occupation During the Past Five Years (1) |
Director or Officer For Period(2) |
|
PAUL N. WRIGHT Chair, Director |
Mr. Wright served as President and Chief Executive Officer of Eldorado Gold Corporation ("Eldorado") from October 1999 to April 2017. He joined Eldorado in July 1996 as Vice President, Mining and subsequently as Senior Vice President, Operations in October 1997. Mr. Wright led Eldorado through a period of intense activity through which was created a leading international gold company. Mr. Wright is a graduate of the University of Newcastle Upon Tyne with over 40 years of international experience in the development and operation of open pit and underground mines. He is a member of the Canadian Institute of Mining and Metallurgy, the Institute of Materials, Minerals and Mining, and is a Chartered Engineer (UK).
|
April 1, 2020 until present |
|
Name, Position and |
Principal Occupation During the Past Five Years (1) |
Director or Officer For Period(2) |
|
GORDON J. FRETWELL(3)(4)(5) Director |
Mr. Fretwell is a lawyer who holds a Bachelor of Commerce degree and graduated from the University of British Columbia in 1979 with a Bachelor of Law degree. Formerly a partner in a large Vancouver law firm, Mr. Fretwell has, since 1991, been a self-employed solicitor (Gordon J. Fretwell Law Corporation) in Vancouver practicing primarily in the areas of corporate and securities law.
Mr. Fretwell is a past director of Coro Mining Corp., Northern Dynasty Minerals Ltd., Curis Resources Ltd., Benton Resources Corp., Lignol Energy Corp ("Lignol"), Pine Valley Mining Corporation, International Royalty Corp, and Auryn Resources Inc.
Mr. Fretwell currently serves on the Board of Canada Rare Earth Corp., RE Royalties Ltd. and Pucara Gold Ltd. |
February 24, 2004 until present |
|
MICHAEL PRICE(4)(6) Director |
Dr. Price is a mining finance consultant and advisor with over 35 years experience in mining and mining finance. During his career, he has held senior positions at Barclays Capital, Société Générale, and NM Rothschild and Sons and he is also the London Representative of Resource Capital Funds.
Dr. Price currently serves on the Board of Entrée Resources Ltd and formerly on the Board of Eldorado. |
February 6, 2014 until present |
|
JUDITH MOSELY(3)(5)(6) Director |
Ms. Mosely is a retired banking executive with over 20 years' experience in the mining and metals banking sector. She most recently held the position of Business Development Director for Rand Merchant Bank ("RMB") in London with responsibility for developing the bank's African business with international mining and metals companies. Prior to RMB she headed the mining finance team at Société Générale in London where her focus was principally on debt financing in Europe, the Middle East and Africa and Australia. She has broad experience across commodity sectors, working with juniors through to multinationals. She is currently a non-executive director of Blackrock World Mining Trust plc, and Eldorado Gold, and a Trustee of Camborne School of Mines Trust, and sits on the board of Women in Mining in the UK. She is also a consultant with Northcott Capital Ltd, a financial advisory firm focusing on mining and renewables. |
January 1, 2020 until present |
|
DAWN MOSS(4)(5) Director British Columbia, Canada |
Ms. Moss brings over 25 years of leadership experience with publicly traded companies on the TSX and the NYSE, most recently as Executive Vice President, Administration, at Eldorado Gold Corporation. She has served as a director on private and public boards of domestic and international companies, serving most recently as a Board and Committee member for Roxgold Inc. before its acquisition by Fortuna Silver Mines Inc. Ms. Moss is a Fellow of the ICSA (The Chartered Governance Institute) and an Accredited Director. |
September 15, 2021 until Present |
|
Name, Position and |
Principal Occupation During the Past Five Years (1) |
Director or Officer For Period(2) |
|
GREG MARTIN(3)(6) Director British Columbia, Canada |
Mr. Martin brings more than 25 years of experience in the natural resources industry, he is currently CFO of Nevada Copper, and previously from 2012 to 2021 as CFO of SSR Mining where he led all financial and risk management operations, as well as being responsible for IT, legal and non-operating countries.
Mr. Martin is a Member of the Association of Professional Engineers and Geoscientists of BC, and a Chartered Professional Accountant. |
June 2, 2022 until present |
|
MATT BADYLAK President and Chief Executive Officer and Executive Director |
Mr. Badylak was appointed to the position of President and Chief Executive Officer on June 14, 2021. Prior to this, Matt was EVP and Chief Operating Officer at Galiano where he took the lead in building the Company's senior executive technical team. Mr. Badylak is a mining professional with 20 years of extensive experience in senior management and operational planning covering Australia, Mongolia, China, Canada, Turkey and Ghana. Prior to joining Galiano in 2020, Mr. Badylak held progressively senior roles with Eldorado, culminating in General Manager, Kisladag. Throughout his career, Mr. Badylak has built strong, result orientated teams and executed on multiple cost saving and operational efficiency programs which have yielded significant shareholder returns.
Mr. Badylak holds a Bachelor of Science in Extractive Metallurgy and a Bachelor of Science in Chemistry from Murdoch University in Perth and is a member of the Australian Institute of Mining and Metallurgy. |
August 17, 2020 until present |
|
MATTHEW FREEMAN Executive Vice President and Chief Financial Officer British Columbia, Canada |
Mr. Freeman has been with Galiano since 2020 and brings extensive financial experience coupled with deep knowledge of the mining sector. Mr. Freeman has a successful track record in senior roles; as CFO of Energold Drilling he navigated through a successful corporate restructuring, and prior to that, held senior financial positions at SSR Mining, where he played a key financial role in its growth to becoming a mid-tier gold producer, leading initiatives on financial reporting, risk management, treasury management, as well as M&A activities. |
April 14, 2022 until present |
Notes:
(1) The information as to province of residence and principal occupation, is not within the knowledge of the Company, and has been individually provided by the respective directors and officers.
(2) Each of the Company's directors serve until the next annual general meeting of shareholders or until a successor is elected or appointed. The Company's officers serve at the determination of the Company's Board of Directors.
(3) Member of the Audit Committee.
(4) Member of the Compensation Committee.
(5) Member of the Corporate Governance & Nominating Committee.
(6) Member of the Sustainability Committee.
As of the date of this AIF, the directors and executive officers of the Company, as a group, own beneficially, directly or indirectly, or exercise control or direction over 788,110 Common Shares of the Company.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
None of the individuals named above is, as at the date of this AIF, or has been, within ten (10) years before the date of this AIF a director, chief executive officer or chief financial officer of any company that:
(a) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
Except as disclosed below, none of the individuals named above is, as at the date of this AIF, or has been, within ten (10) years before the date of this AIF, a director or executive officer of any company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or has, within ten (10) years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.
Mr. Gordon J. Fretwell was a director of TSX-V listed Lignol from January 2007 to May 2015. Lignol was placed into receivership on August 22, 2014 upon an application by Difference Capital, Lignol's senior secured creditor at the time. The Bowra Group Inc. was appointed Receiver-Manager of Lignol on August 29th, 2014 pursuant to a court order made in the Supreme Court of British Columbia. The Receiver-Manager conducted a sales process for the assets of Lignol and realized $5.5 million from the sale of the assets of a wholly-owned subsidiary of Lignol. The Court approved a distribution to Difference Capital in the amount of $4.8 million in February 2015. In connection with its receivership, Lignol was cease traded on September 8, 2014.
Mr. Paul N. Wright was a director of Nordic Mines AB ("Nordic") until November 17, 2012. On July 8, 2013, Nordic announced that it had requested a court-appointed administrator for itself and two of its subsidiaries. The appointment of the administrator was terminated on September 1, 2014, when Nordic entered into an agreement with its creditors and lenders regarding a debt write-off. The final condition for the debt write-off was satisfied on September 10, 2014 and Nordic has since completed the repurchase of its outstanding bank debt from its lenders.
Mr. Matthew Freeman joined Energold Drilling Corp. ("Energold"), on August 31, 2019 as Director of Finance, and on September 13, 2019 Energold sought and obtained an initial order from the Supreme Court of British Columbia under the Companies' Creditors Arrangement Act R.S.C 1985 ("CCAA"). Following the termination of Energold's CFO on October 1, 2019, Mr. Freeman performed a role commensurate with that function. The transactions contemplated by an Amended Plan of Compromise and Arrangement (the "Amended Plan") closed on March 31, 2020, and on April 2, 2020, the court monitor, FTI Consulting Canada Inc., filed its certificate certifying that the conditions precedent set out in the Amended Plan had been satisfied or waived.
In addition, none of the individuals named above has been subject to:
(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a nominee as director.
Conflicts of Interest
Directors and officers of Galiano are also directors, officers and/or promoters of other reporting and non-reporting issuers, which raises the possibility of future conflicts in connection with property opportunities which they may become aware of and have a duty to disclose to more than the issuer on whose board they serve. This type of conflict is common in the junior resource exploration industry and is not considered an unusual risk. Conflicts, if any, will be subject to the procedures and remedies provided under the BCBCA.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
There are no material legal proceedings or regulatory actions to which the Company is a party or, to the best of the Company's knowledge, to which any of the Company's or AGM's properties may be affected, except as disclosed below.
In 2019, Thonket Plant Pool Limited ("Thonket"), a mining contractor of AGGL, filed a dispute with an arbitration tribunal alleging AGGL breached the terms of a services agreement and Thonket claimed approximately $25 million in damages. AGGL contested the alleged claims and the claim was heard before an arbitrator. A ruling was received from the arbitrator in March 2023 which, although in favour of AGGL in respect of the alleged breach of contract, included an award to Thonket, albeit of a lesser amount than the original claim. AGGL has applied to set aside the arbitrator's award in the High Courts of Ghana. A provision of $2.0 million has been recorded as of December 31, 2022 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.
Due to the nature of its business, the Company 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 financial condition or future results of operations.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
To the best knowledge of Galiano's management, no (a) director or executive officer of the Company; (b) person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the Company's outstanding voting securities; or (c) an associate or affiliate of any of the persons or companies referred to in paragraphs (a) or (b), had any material interest, direct or indirect, in any transaction since the Company's incorporation or during the current financial year.
TRANSFER AGENT AND REGISTRAR
Galiano's registrar and transfer agent for its Common Shares is Computershare Trust Company of Canada, 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9.
MATERIAL CONTRACTS
The following are the material contracts to which the Company or its subsidiaries are a party to as of the date of this AIF, which currently can reasonably be regarded as material to a security holder of the Company, copies of which have been filed at www.sedar.com as required under Section 12.2 of National Instrument 51-102 Continuous Disclosure Requirements:
-
Shareholders Rights Plan Agreement ("Rights Plan") between the Company and Computershare Investor Services Inc., as Rights Agent, dated as of May 24, 2016, which provides for the issuance of rights to existing shareholders of the Company in certain circumstances involving a take-over bid of the Company. The Rights Plan will expire at the termination of the annual general meeting of the Company held in 2022;
-
The Combination Agreement among the Company (and certain of its affiliates) and Gold Fields (and certain of its affiliates), dated March 29, 2018, which provides for the sale of the Company's 45% interest in the AGM to Gold Fields;
-
The JVA, as described below; and
-
The Investor Rights Agreement, as described below.
The JVA
The JVA has been entered into to govern the joint venture relationship between the Galiano and Gold Fields participating group (the "Participating Groups") respecting the ownership and operation of JV Finco, AGGL and Adansi and the assets and liabilities of the JV which include the AGM. The Participating Groups own their respective interests in the AGM and other assets through the equal ownership of common share equity of each of AGGL, Adansi and JV Finco (collectively the "JV Companies"). The Government of Ghana continues to retain a 10% free-carried interest in AGGL.
The JVA includes the following material terms:
-
Establishment of a Management Committee to oversee the operation and any development of the JV, with initial equal representation from the Participating Groups,
-
Agreements as to Board representation and management of each of the JV Companies with initial equal representation from the Participating Groups,
-
Adjustment to Management Committee and Board representation in the event of future changes in ownership of the JV Companies.
-
Voting on the Management Committee and the Boards of the JV Companies is in accordance with the Participating Groups' respective JV ownership interests (50:50 between Galiano and Gold Fields subsequent to the additional $20 million investment by Gold Fields).
- An expedited dispute resolution process by reference to an expert for "ordinary decisions", which are all decisions which are not "Special Majority Decisions". Special Majority Decisions require 85% voting approval and so will effectively require unanimity as long as the Participating Groups are 50:50. Special Majority Decisions principally include:
-
Approval of annual programs and budgets including changes from the previous year or to the life-of-mine business plan which vary by more than 6%.
-
Approval for monthly cash calls in an amount which is 100% or more of the monthly cash call forecasted under the then current approved program and budget.
-
Expansion of the area of the operations beyond the development area, the disposition or surrender or relinquishment of property titles, the disposal or sale of any assets whose book value exceeds $30 million, the abandonment of material operations, or approval of a closure plan.
-
The sale, lease or exchange of all or substantially all of the JV assets or merger or consolidation of any of the JV operations or entities with any other business or entity.
-
Placing the mining operations on "care and maintenance" unless they are projected to operate with negative cash flow beyond certain defined time and amount thresholds.
-
Any changes in the JV auditor, and engaging in certain financial transactions such as hedging or foreign currency obligations for the JV.
-
The JV borrowing in excess of $5 million and granting security interests in JV assets, and effecting other transaction types generally in excess of $5 million.
-
Initiating or settling lawsuits or arbitration proceedings in excess of certain thresholds.
-
Approval of any material delay of expenditure of more than the greater of 15% and $5 million in relation to an approved program and budget.
-
Any change in the constating documents or in the authorized capital of any JV Company or the taking of any steps to wind-up or terminate a JV Company or convert any shareholder loan of any JV Company into shares of that JV Company.
-
Special Majority Decisions are not subject to expert determination or arbitration and each Participating Group is permitted to vote on them in its own self-interest.
-
Galiano will act as Manager (or operator) under the Services Agreement, which establishes the duties and responsibilities of Galiano as Manager and the manner of determination of the compensation payable to Galiano as Manager. Compensation is agreed to be (and shall not exceed that amount except for US inflation) approximately $6 million per year (adjusted annually for inflation). Galiano can be removed for customary reasons including misconduct, insolvency and JV equity dilution of its interest below a 30% interest in the JV.
-
The manner of preparation and approval of programs and budgets for the AGM and timing for their adoption and implementation.
-
The parties have agreed that funding for the JV will generally come firstly from cash flow from AGM operations, secondly from third party borrowings by the JV and lastly from cash calls to the Participating Groups themselves. Where program funding is requested of the parties in excess of $20 million per year, a Participating Group may elect to fund a lesser amount of the program or none at all and may in such case suffer equity dilution in the JV if the other Participating Group funds the shortfall.
-
The JVA has equity dilution provisions based on the amount of non-participation in a program calculated as a fraction of the amount not funded divided by the appraised value of the JV. The JVA also has additional penalty equity dilution of 50% of the voluntary dilution amount where a Participating Group commits to a program funding but fails to timely provide it and the other Participating Group makes a cover payment to provide the JV with the required funding.
-
Under the JVA each Participating Group has the right to undertake sole risk development in respect of a new development program which is supported by a "positive" (≥ 15% rate of return) Feasibility Study where the other Participating Group declines to participate. In such event the funding Participating Group will act as Manager to implement the new development and must include compensation to the other Participating Group for any interference in existing mine operations. The other Participating Group may elect to back-in to the new development by paying its pro rata share plus a 50% risk premium within 6 months of project completion. If the other Participating Group does not elect to back-in, then the sole risk Participating Group will be entitled to priority to 100% of cash flow of the new development until its payback (recovery of all carried costs plus interest) plus a 100% risk premium. After achieving invested funds payback including interest, plus a 100% premium, the sole risk Participating Group may be required by the other Participating Group to contribute its priority cash flow rights to the JV for $1.
-
The JVA defines customary events of default and remedies of a non-defaulting Participating Group against a defaulting Participating Group, including circumstances where the sale of the interest of a defaulting Participating Group may be compelled, subject the ability of the defaulting Participating Group to make cover payments where defaults may be remedied within an agreed period of time.
-
The JVA has provisions relating to capital accounts, records, other accounts, reports and audits and establishes the criteria for adjustment and determination of Distributable Cash.
-
The JVA has restrictions on transfer and manner of sale obligations, including rights of pre-emption as well as mechanics for dispute resolution including use of arbitration insofar as possible to resolve disputes.
Investor Rights Agreement
Under the Investor Rights Agreement, Galiano and Gold Fields have agreed as follows:
- The Company has granted Gold Fields a pre-emptive right to maintain its prevailing equity interest in the Company (currently 9.9%) in the event that the Company issues Common Shares in future. The pre-emptive right excludes certain types of share issuance, such as those for strategic acquisitions and incentive options, however Gold Fields will have the right to "top-up" to its prevailing percentage before such excluded issuances through participation entitlement in Galiano's next offering of shares for cash. If Gold Fields sells down its position or fails to take up Galiano shares when offered, the pre-emptive right percentage reduces. The pre-emptive right ceases on the earlier of Gold Fields being reduced below 5% (provided that Gold Fields has had the opportunity to "top-up" its pro-rata percentage in an offering of shares for cash prior to any termination for reduction below 5%), or April 4, 2023.
-
Gold Fields has agreed not to vote its Galiano shares against (i) Galiano's proposed nominees for election to the Board of Directors of the Company; or (ii) any other matters comprising annual shareholder meeting business or which are otherwise ordinary course of business (however Gold Fields may always abstain from voting).
-
In the event Gold Fields wishes to dispose of its Galiano shares in an amount greater than 2% of the outstanding shares, it has agreed to help ensure an orderly market by allowing the Company a short opportunity to first seek to source purchasers for such shares. Gold Fields has also agreed to negotiate in good faith with any prospective purchasers identified by the Company with the objective of completing a sale(s) to the proposed purchasers.
INTERESTS OF EXPERTS
Names of Experts
1. The following are the persons or companies who were named as having prepared or certified a statement, report or valuation in this AIF either directly or in a document incorporated by reference and whose profession or business gives authority to the statement, report or valuation made by the person or company:
(a) Bob McCarthy, P.Eng.; Principal Consultant, SRK Consulting;
(b) Glen Cole, P.Geo.; Principal Consultant, SRK Consulting;
(c) John Willis, MAusIMM(CP); Principal Consultant, SRK Consulting;
(d) Oy Leuangthong, P.Eng.; Corporate Consultant, SRK Consulting;
(e) Malcolm Titley, MAIG; Associate Principal Consultant, CSA Global;
(f) Anoush Ebrahimi, P.Eng.; Principal Consultant, SRK Consulting;
(g) Desmond Mossop, PrSciNat; Principal Engineering Geologist, SRK Consulting;
(h) Ismail Mahomed, PrSciNat; Principal Hydrogeologist, SRK Consulting;
(i) Faan Coetzee, PrSciNat; Director, ABS Africa; and
(j) Mitch Hanger, MAIG; Director, Resource Engineering Consultants
2. KPMG LLP, of Vancouver, British Columbia, has prepared the Report of Independent Registered Public Accounting Firm with respect to the audited consolidated financial statements of Galiano for the financial years ended December 31, 2022 and 2021.
Interests of Experts
To the Company's knowledge, Messrs. McCarthy, Cole, Willis, Titley, Ebrahimi, Mossop, Mahomed, Coetzee, Hanger and Ms. Leuangthong do not hold, directly or indirectly, any of the Company's issued and outstanding Common Shares.
The aforementioned persons have not received any direct or indirect interest in any securities of the Company or of any associate or affiliate of the Company in connection with the preparation of the AGM's 2023 Technical Report. None of the aforementioned persons are currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.
KPMG LLP, the Company’s independent registered public accounting firm, have audited Galiano’s consolidated financial statements for the years ended December 31, 2022 and 2021. As at the date of their report, KPMG LLP has confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they are independent accountants with respect to the Company under all relevant US professional and regulatory standards.
ADDITIONAL INFORMATION
Additional financial information relating to the Company may be found on SEDAR at www.sedar.com.
Additional information relating to the Company, including directors' and officers' remuneration and indebtedness, principal holders of Galiano's securities, and securities authorized for issuance under equity compensation plans, is contained in the 2022 shareholders meeting Management Information Circular.
Additional financial information is provided in Galiano's audited annual consolidated financial statements and related MD&A for the years ended December 31, 2022 and 2021.
The scientific and technical contents of this AIF have been reviewed and approved by Richard Miller, P.Eng.; VP Technical Services, Galiano Gold Inc., who is a "Qualified Person" as defined by NI 43-101.
Controls and Procedures
Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Company's Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the design and effectiveness of the Company's disclosure controls and procedures as required by Canadian and United States securities legislation, and have concluded that, as of December 31, 2022, such procedures are adequate to ensure accurate, complete and timely disclosures in public filings.
Management's Report on Internal Control over Financial Reporting
The Company's management, with the participation of its Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's internal control over financial reporting includes policies and procedures that:
- pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that the Company's receipts and expenditures are made only in accordance with authorizations of management and the Company's Directors; and
- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements.
The Company's management, with the participation of its Chief Executive Officer and its Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting. In making this assessment, management used the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management and the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2022, the Company's internal control over financial reporting was effective.
Changes in Internal Control over Financial Reporting
There has been no change in the Company's internal control over financial reporting during the year ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Limitations of Controls and Procedures
The Company's management, including the Chief Executive Officer and Chief Financial Officer, 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 judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any 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.
Audit Committee, Code of Ethics, Accountant Fees and Exemptions
Audit Committee Charter
The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets; reliability of information; and compliance with policies and laws.
The Company's Audit Committee charter can be viewed on the Company's website at https://www.galianogold.com/corporate/governance/default.aspx.
Composition of Audit Committee
The Company's Board of Directors has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and Section 803(B)(2) of the NYSE American Company Guide. The Company's Audit Committee is comprised of the following three directors that the Board of Directors have determined are independent as determined under each of National Instrument 52-110 Audit Committees, Rule 10A-3 of the Exchange Act and Section 803(A) of the NYSE American Company Guide: Greg Martin (Chairman), Gordon Fretwell and Judith Mosely. Each of Messrs. Martin, Fretwell and Ms. Mosely is financially literate within the meaning of National Instrument 52-110 Audit Committees and is able to read and understand fundamental financial statements, including a Company's balance sheet, income statement, and cash flow statement as required under Section 803(B)(2)(iii) of the NYSE American Company Guide.
Relevant Education and Experience
Set out below is a brief description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member.
Greg Martin brings more than 25 years of experience in the natural resources industry, he is currently CFO of Nevada Copper, and previously from 2012 to 2021 as CFO of SSR Mining where he led all financial and risk management operations, as well as being responsible for IT, legal and non-operating countries. Mr. Martin is a Member of the Association of Professional Engineers and Geoscientists of BC, and a Chartered Professional Accountant.
Gordon Fretwell is a lawyer who holds a Bachelor of Commerce degree and graduated from the University of British Columbia in 1979 with a Bachelor of Law degree. Formerly a partner in a large Vancouver law firm, Mr. Fretwell has, since 1991, been a self-employed solicitor (Gordon J. Fretwell Law Corporation) in Vancouver practicing primarily in the areas of corporate and securities law. Mr. Fretwell currently serves on the Board of Canada Rare Earth Corp., RE Royalties Ltd. and Pucara Gold Ltd.
Judith Mosely is a retired banking executive with over 20 years' experience in the mining and metals banking sector. She most recently held the position of Business Development Director for Rand Merchant Bank ("RMB") in London with responsibility for developing the bank's African business with international mining and metals companies. Prior to RMB she headed the mining finance team at Société Générale in London where her focus was principally on debt financing in Europe, the Middle East and Africa and Australia. She has broad experience across commodity sectors, working with juniors through to multinationals. She is currently a non-executive director of Blackrock World Mining Trust plc, and Eldorado Gold, and a Trustee of Camborne School of Mines Trust, and sits on the board of Women in Mining in the UK. She is also a consultant with Northcott Capital Ltd, a financial advisory firm focusing on mining and renewables.
Such education and experience provide each member with:
-
an understanding of the accounting principles used by the Company to prepare its financial statements;
-
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
-
experience analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements; and
-
an understanding of internal controls and procedures for financial reporting.
Pre-Approval Policies and Procedures
The Audit Committee's charter sets out responsibilities regarding the provision of non-audit services by the Company's external auditor. This policy encourages consideration of whether the provision of services other than audit services is compatible with maintaining the auditor's independence and requires Audit Committee pre-approval of permitted audit and non-audit-related services.
Audit Fees
The following table discloses the aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company's audit firm for various services. These do not include fees for the audit of the statutory financial statements of the JV.
|
Nature of Services |
Fees Paid to Auditor for Year Ended |
Fees Paid to Auditor for Year Ended |
|
Audit Fees(1) |
C$491,600 |
C$471,200 |
|
Audit-Related Fees(2) |
Nil |
Nil |
|
Tax Fees(3) |
Nil |
Nil |
|
All Other Fees(4) |
Nil |
Nil |
|
Total |
C$491,600 |
C$471,200 |
Notes:
(1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company's consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits. These include "out-of-pocket" costs (including reimbursed costs, technology and support charges or administrative charges) incurred in connection with providing the professional services.
(2) "Audit-Related Fees" include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements which are not included under the heading "Audit Fees".
(3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) "All Other Fees" include all other non-audit services.
GALIANO GOLD INC.
CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2022 and 2021
(Expressed in United States dollars, unless otherwise noted)
TABLE OF CONTENTS
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
Management's Report on Financial Statements
The consolidated financial statements of Galiano Gold Inc. have been prepared by, and are the responsibility of, the Company's management. The consolidated financial statements have been prepared by management on a going concern basis in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). When alternative accounting methods exist, management has chosen those it deems most appropriate in the circumstances. Financial statements are not exact since they include certain amounts based on estimates and judgements. Management has determined such amounts on a reasonable basis in order to ensure that the financial statements are presented fairly, in all material respects.
The Board of Directors is responsible for ensuring management fulfills its financial reporting responsibilities. The Audit Committee meets with the Company's management and external auditors to discuss the results of the audits and to review the consolidated financial statements prior to the Audit Committee's submission to the Board of Directors for approval. The Audit Committee also reviews the quarterly financial statements and recommends them for approval to the Board of Directors, reviews with management the Company's systems of internal control, and reviews the scope of the external auditors' audit and non-audit work. The Audit Committee is appointed by the Board, and all of its members are independent directors.
The consolidated financial statements have been audited by KPMG LLP, Chartered Professional Accountants, in accordance with the standards of the Public Company Accounting Oversight Board (United States) on behalf of the shareholders.
Management's Report on Internal Controls over Financial Reporting
Management has developed and maintains systems of internal accounting and administrative controls in order to provide, on a reasonable basis, assurance that the financial information is relevant, reliable and accurate and that the Company's assets are appropriately accounted for and adequately safeguarded. All internal control systems have inherent limitations, including the possibility of circumvention and overriding of controls, and therefore, may not prevent or detect misstatements. Management has assessed the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on management's assessment, the Company's internal control over financial reporting is effective as at December 31, 2022.
| "Matt Badylak" | "Matthew Freeman" | |
| Matt Badylak | Matthew Freeman | |
| Director, President and Chief Executive Officer | Executive Vice President and Chief Financial Officer |
1
| KPMG LLP Chartered Professional Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada |
Telephone (604) 691-3000 Fax (604) 691-3031 Internet www.kpmg.ca |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Galiano Gold Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Galiano Gold Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income (loss), cash flow and changes in equity, for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
Chartered Professional Accountants
March 28, 2023
We have served as the Company's auditor since 2011.
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.
2
| GALIANO GOLD INC. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2022 AND 2021 (In thousands of United States Dollars) |
| December 31, 2022 | December 31, 2021 | ||||||
| Note | $ | $ | |||||
| Assets | |||||||
| Current assets | |||||||
| Cash and cash equivalents | 6 | ||||||
| Receivables | |||||||
| Receivable due from related party | 7 | ||||||
| Prepaid expenses and deposits | |||||||
| Non-current assets | |||||||
| Financial assets | 8 | ||||||
| Investment in joint venture | 9 | ||||||
| Right-of-use asset | |||||||
| Property, plant and equipment | |||||||
| Exploration and evaluation assets | 10 | ||||||
| Total assets | |||||||
| Liabilities | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities | |||||||
| Payable due to related party | 7 | ||||||
| Lease liability | |||||||
| Non-current liabilities | |||||||
| Long-term incentive plan liabilities | 12 | ||||||
| Lease liability | |||||||
| Total liabilities | |||||||
| Equity | |||||||
| Share capital | 11 | ||||||
| Equity reserves | 12 | ||||||
| Accumulated deficit | ( |
) | ( |
) | |||
| Total equity | |||||||
| Total liabilities and equity | |||||||
| Commitments and contingencies | 13 |
The accompanying notes form an integral part of these consolidated financial statements.
| Approved on behalf of the Board of Directors: | ||
| "Matt Badylak" | “Greg Martin” | |
| Director | Director | |
3
| GALIANO GOLD INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In thousands of United States Dollars, except dollar per share amounts) |
| 2022 | 2021 | |||||||
| Note | $ | $ | ||||||
| Share of net income (loss) related to joint venture | 9 | ( |
) | |||||
| Service fee earned as operators of joint venture | 7 | |||||||
| General and administrative expenses | 14 | ( |
) | ( |
) | |||
| Exploration and evaluation expenditures | 15 | ( |
) | ( |
) | |||
| Income (loss) from operations and joint venture | ( |
) | ||||||
| Impairment reversal (loss) on investment in joint venture | 9 | ( |
) | |||||
| Impairment of exploration and evaluation assets | 10 | ( |
) | |||||
| Finance income | 16(a) | |||||||
| Finance expense | 16(b) | ( |
) | ( |
) | |||
| Foreign exchange loss | ( |
) | ( |
) | ||||
| Net income (loss) after tax and comprehensive income (loss) for the year | ( |
) | ||||||
| Weighted average number of shares outstanding: | ||||||||
| Basic | 18 | |||||||
| Diluted | 18 | |||||||
| Net income (loss) per share: | ||||||||
| Basic | ( |
) | ||||||
| Diluted | ( |
) | ||||||
The accompanying notes form an integral part of these consolidated financial statements.
4
| GALIANO GOLD INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In thousands of United States Dollars, except for number of common shares) |
| Number of shares |
Share capital | Equity reserves |
Accumulated deficit |
Total equity | ||||||||||||
| Note | $ | $ | $ | $ | ||||||||||||
| Balance as at December 31, 2020 | ( |
) | ||||||||||||||
| Issuance of common shares on exercise of stock options | 12(a) | ( |
) | - | ||||||||||||
| Share-based compensation expense | 12(a) | - | - | - | ||||||||||||
| Net loss and comprehensive loss for the year | - | - | - | ( |
) | ( |
) | |||||||||
| Balance as at December 31, 2021 | ( |
) | ||||||||||||||
| Share-based compensation expense | 12(a) | - | - | - | ||||||||||||
| Net income and comprehensive income for the year | - | - | - | |||||||||||||
| Balance as at December 31, 2022 | ( |
) |
The accompanying notes form an integral part of these consolidated financial statements.
5
| GALIANO GOLD INC. CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In thousands of United States Dollars) |
| 2022 | 2021 | ||||||
| Note | $ | $ | |||||
| Operating activities: | |||||||
| Net income (loss) for the year | ( |
) | |||||
| Adjustments for: | |||||||
| Share of net (income) loss related to joint venture | 9 | ( |
) | ||||
| Impairment (reversal) loss on investment in joint venture | 9 | ( |
) | ||||
| Impairment of exploration and evaluation assets | 10 | ||||||
| Depreciation | |||||||
| Share-based compensation | 12,14 | ||||||
| Finance income | 16(a) | ( |
) | ( |
) | ||
| Finance expense | 16(b) | ||||||
| Unrealized foreign exchange (loss) gain | ( |
) | |||||
| Operating cash flow before working capital changes | ( |
) | ( |
) | |||
| Change in non-cash working capital | 19 | ( |
) | ||||
| Cash provided by (used in) operating activities | ( |
) | |||||
| Investing activities: | |||||||
| Redemption of preferred shares in joint venture | 8 | ||||||
| Acquisition of exploration and evaluation assets, net of cash acquired | ( |
) | |||||
| Interest received | |||||||
| Expenditures on property, plant and equipment | ( |
) | ( |
) | |||
| Cash provided by investing activities | |||||||
| Financing activities: | |||||||
| Shares issued for cash on exercise of stock options | 12(a) | ||||||
| Office lease payments | ( |
) | ( |
) | |||
| Cash (used in) provided by financing activities | ( |
) | |||||
| Impact of foreign exchange on cash and cash equivalents | ( |
) | ( |
) | |||
| Increase (decrease) in cash and cash equivalents during the year | ( |
) | |||||
| Cash and cash equivalents, beginning of year | |||||||
| Cash and cash equivalents, end of year | |||||||
| Supplemental cash flow information | 19 | ||||||
The accompanying notes form an integral part of these consolidated financial statements .
6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
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 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, V7X 1L3. The Company's common shares trade on the Toronto Stock Exchange ("TSX") and NYSE American Exchange ("NYSE American") under the ticker symbol "GAU".
The Company's principal business activity is the operation of the Asanko Gold Mine ("AGM") through
In addition to its interest in the AGM, the Company holds the
2. Basis of presentation
(a) Statement of compliance
These consolidated financial statements have been prepared using accounting policies in accordance with IFRS as issued by the IASB and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").
These consolidated financial statements were authorized for issue and approved by the Board of Directors on March 28, 2023.
(b) Basis of presentation and consolidation
These consolidated 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 consolidated financial statements incorporate the financial information of the Company and its subsidiaries as at December 31, 2022. 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 as to obtain benefits from its activities. 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.
7
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
2. Basis of presentation (continued)
The principal subsidiaries and joint arrangements to which the Company is a party, as well as their geographic locations, were as follows as at December 31, 2022:
| Affiliate name | Location | Interest | Classification and accounting method |
| Galiano Gold South Africa (PTY) Ltd. | South Africa | Consolidated | |
| Galiano International (Isle of Man) Ltd. | Isle of Man | Consolidated | |
| Galiano Gold (Isle of Man) Ltd. | Isle of Man | Consolidated | |
| Galiano Gold Exploration Mali SARL | Mali | Consolidated | |
| Asanko Gold Exploration Ghana Ltd. | Ghana | Consolidated | |
| Asanko Gold Ghana Ltd. | Ghana | Joint venture; equity method | |
| Adansi Gold Company (GH) Ltd. | Ghana | Joint venture; equity method | |
| Shika Group Finance Limited | Isle of Man | Joint venture; equity method |
3. Significant accounting policies
The accounts policies described in this section were those applied by the Company and/or the JV (see note 9) during the years ended December 31, 2022 and 2021.
(a) Investments in joint arrangements
The Company conducts a portion of its business through joint arrangements where the parties are bound by contractual arrangements establishing joint control and decisions about the activities that significantly affect the returns of the investee require unanimous consent. A joint arrangement is classified as either a joint operation or a joint venture, subject to the terms that govern each investor's rights and obligations in the arrangement.
In a joint operation, the investor has rights and obligations to the separate assets and liabilities of the investee and in a joint venture, the investors have rights to the net assets of the joint arrangement. For a joint operation, the Company recognizes its share of the assets, liabilities, revenue, and expenses of the joint arrangement, while for a joint venture, the Company accounts for its investment in the joint arrangement using the equity method.
Under the equity method, the Company's investment in a joint venture is initially recognized at cost and subsequently increased or decreased to recognize the Company's share of net earnings or losses of the joint venture, after any adjustments necessary for impairment losses or reversal of impairment losses after the initial recognition date. The total carrying amount of the Company's investment in a joint venture also includes any long-term debt interests which in substance form part of the Company's net investment. The Company's share of a joint venture's losses that are in excess of its investment are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the joint venture. The Company's share of net earnings or losses of a joint venture are recognized in net earnings during the period. Dividends and repayment of capital received from a joint venture are accounted for as a reduction in the carrying amount of the Company's investment. Balances between the Company and its joint ventures are not eliminated, but rather disclosed as related party transactions or balances.
8
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
At the end of each reporting period, the Company assesses whether there is any objective evidence that an investment in a joint venture is impaired. Objective evidence includes observable data indicating there is a measurable decrease in the estimated future cash flows of the joint venture's operations. When there is objective evidence that an investment is impaired, the carrying amount of such investment is compared to its recoverable amount, being the higher of its fair value less costs of disposal and value-in-use. If the recoverable amount of an investment is less than the carrying amount, the carrying amount is reduced to its recoverable amount and a corresponding impairment loss is recognized in the period in which the relevant circumstances are identified. When an impairment loss reverses in a subsequent period, the carrying amount of the investment is increased to the revised estimate of the recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had an impairment loss not been previously recognized. Following an impairment reversal, the Company will continue to recognize its share of net earnings to the extent the investment is anticipated to be recoverable through future cash flows of the joint venture. A reversal of an impairment loss is recognized in net earnings in the period in which the reversal occurs.
Similar to the assessment of impairment for subsidiaries, the Company reviews the mining properties and plant and equipment for a joint arrangement at the cash-generating unit level to determine whether there is any indication that these assets are impaired.
(b) Foreign currency translation
Transactions in foreign currencies are initially recorded at the functional currency rate of exchange at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate of exchange at the date of the statement of financial position. Foreign exchange gains (losses) are recorded in the consolidated statement of operations and comprehensive income (loss) for the year.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
(c) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and short-term investments with original maturity dates of ninety days or less, or that are fully redeemable without penalty or loss of interest.
(d) Inventories
Gold on hand, gold in process and stockpiled ore inventories are recorded at the lower of weighted average production cost and net realizable value. The cost of inventories include the cost of raw materials, direct labour, mine-site overhead expenses and applicable depreciation and depletion. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and long-term metal prices less estimated future costs to convert the inventories from their respective states into saleable form less estimated costs to sell.
Production costs are included in work-in-process inventory based on current costs incurred up to the point of dore production. The costs of finished goods represent the costs of work-in-process inventories plus applicable treatment costs. The costs of inventories sold during the period are presented as production costs and depreciation and depletion, as applicable, in the statement of operations and comprehensive income (loss) for the period.
9
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
Additions to the cost of ore stockpiles are based on the related current cost of production for the period, while reductions in the cost of ore stockpiles are based on the weighted-average cost per tonne of ore in the stockpile. Stockpiles are segregated between current and non-current inventories in the consolidated statement of financial position based on the planned period of usage.
Supplies and spare parts are valued at the lower of weighted-average cost and net realizable value. Replacement costs of materials and spare parts are generally used as the best estimate of net realizable value. Provisions are recorded to reduce the carrying amount of materials and spare parts inventory to net realizable value to reflect current intentions for the use of redundant or slow-moving items, or for physically obsolete items. Provisions for redundant and slow-moving items are made by reference to specific items of inventory. The Company reverses write-downs where there is a subsequent increase in net realizable value and where the inventory is still on hand.
(e) Mineral properties, plant and equipment ("MPP&E")
(i) Mineral properties
Recognition
Capitalized costs of mining properties include the following:
- costs assigned to mining properties acquired in business combinations;
- expenditures incurred to develop mineral properties including pre-production stripping costs;
- stripping costs in the production phase of a mine if certain criteria have been met (see below);
- costs to define and delineate known economic resources and develop the project;
- borrowing costs attributable to qualifying mining properties; and
- estimates of reclamation and closure costs.
Stripping costs
In open pit mining operations, it is necessary to incur costs to remove overburden and other mine waste materials in order to access the ore from which minerals can be extracted economically. Stripping costs incurred in order to provide initial access to the ore body (referred to as pre-production stripping) are capitalized as incurred. Stripping costs incurred during the production stage of an open pit mine are accounted for as production costs in the consolidated statement of operations and comprehensive income (loss) during the period that the stripping costs were incurred, unless these costs provide a future economic benefit. Production phase stripping costs are considered to generate a future economic benefit when (i) it is probable that future economic benefit associated with the stripping activity will flow to the entity; (ii) the entity can identify the component of the ore body for which access has been improved; and (iii) the costs relating to the stripping activity associated with that component can be measured reliably. These costs are capitalized as mineral properties, plant and equipment.
Production costs are allocated between inventory produced and the stripping asset based on the volume of waste extracted compared with the expected volume, for a given volume of ore production. Stripping costs incurred and capitalized during the production phase are depleted using the units-of-production method over the proven and probable reserves (ore tonnes) of the component of the ore body to which access has been improved as a result of the specific stripping activity.
10
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
Management reviews the estimates of the waste and ore in each identified component of operating open pit mines at the end of each financial year, and when events and circumstances indicate that such a review should be made. Deferred stripping assets are written down to their recoverable amount when their carrying value is not considered supportable. Changes to the estimated identification of components and the associated waste and ore within each component are accounted for prospectively.
Exploration and evaluation expenditures
Exploration and evaluation expenditures include the costs of acquiring rights to explore, exploratory drilling and related exploration costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral deposit which contain proven and probable reserves. Exploration and evaluation expenditures incurred on a mineral deposit, with the exception of acquisition costs and costs arising from the recognition of an asset retirement provision, are expensed as incurred up to the date of establishing that costs incurred on a mineral deposit are technically feasible and commercially viable.
Expenditures incurred on a mineral deposit subsequent to the establishment of its technical feasibility and commercial viability are capitalized and included in the carrying amount of the related mining property.
The technical feasibility and commercial viability of a mineral deposit is assessed based on a combination of factors, such as, but not limited to:
- the extent to which mineral reserves or mineral resources have been identified through a feasibility study or similar level document;
- the results of optimization studies and further technical evaluation carried out to mitigate project risks identified in the feasibility study;
- the status of environmental permits, and
- the status of mining leases or permits.
Borrowing costs
Borrowing costs directly relating to the financing of qualifying assets are added to the capitalized cost of those related assets until such time as the assets are substantially ready for their intended use or sale which, in the case of mining properties, is when they are capable of commercial production. Where funds have been borrowed specifically to finance a project, the amount capitalized represents the actual borrowing costs incurred. Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings of the Company during the period. Capitalized borrowing costs are depreciated over the life of the related asset.
All other borrowing costs are recognized in the consolidated statement of operations and comprehensive income (loss) in the year in which they are incurred. Borrowing costs are included as part of interest paid in the statement of cash flows.
Depletion
Mineral properties in production are depleted on a deposit-by-deposit basis using the units-of-production method over the mine's estimated proven and probable reserves, with the exception of deferred stripping which is depleted using the unit-of-production method over the reserves that directly benefit from the specific stripping activity and will commence when the mine is capable of operating in the manner intended by management. In the event proven and probable reserves are not identified management will use their best estimate from internally generated information.
11
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
The Company uses a number of criteria to assess whether the mine is in the condition necessary for it to be capable of operating in a manner intended by management. These criteria include, but are not limited to:
- completion of operational commissioning of each major mine and plant component;
- demonstrated ability to mine and mill consistently and without significant interruption at a pre-determined average rate of designed capacity;
- the passage of a reasonable period of time for testing of all major mine and plant components;
- gold recoveries at or near expected production levels; and
- a significant portion of available funding is directed towards operating activities.
Mineral properties in development are not depleted.
(ii) Plant and equipment
Recognition
The cost of plant and equipment consists of the purchase price, costs directly attributable to the delivery of the asset to the location and the condition necessary for it to be capable of operating in the manner intended by management, including the cost of testing whether these assets are operating in the manner intended by management. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. Where significant components of an asset have differing useful lives, depreciation is calculated on each separate component.
Depreciation
Depreciation of an asset begins when it is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by management.
The carrying amounts of plant and equipment are depreciated using either the straight-line or units-of-production method over the shorter of the estimated useful life of the asset or the life of mine. The significant classes of depreciable plant and equipment and their estimated useful lives are as follows:
| Asset Class | Estimated Useful Life |
| Fixed plant & related components and infrastructure | |
| Mobile and other mine equipment components | |
| Computer equipment and software | |
| Right-of-use assets |
Management reviews the estimated useful lives, residual values and depreciation methods of the Company's plant and equipment at the end of each financial year, and when events and circumstances indicate that such a review should be made. Changes to estimated useful lives, residual values or depreciation methods resulting from such review are accounted for prospectively.
12
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
Major maintenance and repairs
Expenditure on major maintenance and repairs includes the cost of replacement parts of assets and overhaul costs. Where an asset or part of an asset is replaced and it is probable that future economic benefits associated with the item will be available to the Company, that expenditure is capitalized and the carrying amount of the item replaced derecognized. Similarly, overhaul costs associated with major maintenance are capitalized when it is probable that future economic benefits will be available and any remaining carrying amounts of the cost of previous overhauls are derecognized. All other maintenance and repair costs are expensed as incurred.
(iii) Impairment of non-financial assets
The carrying amounts of assets included in mineral properties, plant and equipment are reviewed for impairment when events and changes in circumstances indicate that the related carrying amounts may not be recoverable. If any such indication exists, the recoverable amount of the relevant cash-generating unit ("CGU") is estimated in order to determine the extent of impairment. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
The carrying amounts of the CGUs are compared to their recoverable amounts where the recoverable amount is the higher of value-in-use ("VIU") and fair value less costs to sell ("FVLCS"). FVLCS is defined as the amount that would be obtained from the sale of the asset in an orderly transaction between market participants at the measurement date. VIU is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form and from its ultimate disposal. The fair value of mine sites is generally determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset, including any expansion prospects. If a reliable estimate of future cash flows cannot be made, then fair value is determined by reference to market prices for comparable assets. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. An impairment is recognized immediately in the consolidated statement of operations and comprehensive income (loss).
Mineral properties, plant and equipment that have been impaired are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed. When an impairment loss reverses in a subsequent period, the revised carrying amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset previously, less subsequent depletion and depreciation. Reversals of impairment losses are recognized in the consolidated statement of operations and comprehensive income (loss) in the period in which the reversals occur.
(iv) Derecognition
Upon disposal or abandonment, the carrying amounts of mineral properties and plant and equipment are derecognized and any associated gains or losses are recognized in the consolidated statement of operations and comprehensive income (loss).
13
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
(f) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether it has the right to obtain substantially all of the economic benefits from and to direct the use of the identified asset.
At commencement or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices.
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset, or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
-
fixed payments, including in-substance fixed payments;
-
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
amounts expected to be payable under a residual value guarantee; and
-
the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
14
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option, or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in the consolidated statement of operations and comprehensive income (loss) if the carrying amount of the right-of-use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including office equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(g) Provisions
General
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the consolidated statement of operations and comprehensive income (loss), net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as finance expense in the consolidated statement of operations and comprehensive income (loss).
Asset retirement provisions
An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. The Company records the estimated present value of future cash flows associated with site reclamation as a liability when the liability is incurred with a corresponding increase in the carrying value of the related assets. Discount rates using a pre-tax, risk-free rate that reflect the time value of money are used to calculate the net present value. The liability is accreted over time to reflect the unwinding of the discount with the accretion expense included in finance costs in the consolidated statement of operations and comprehensive income (loss). Changes in estimates or circumstances include changes in legal or regulatory requirements, increased obligations arising from additional mining and exploration activities, changes to cost estimates, changes to the discount rate and changes to the risk-free interest rates.
(h) Revenue from contracts with customers
Revenue is derived from the sale of gold and by-products. Revenue is recognized for contracts with customers when there is persuasive evidence that all of the following criteria are met:
15
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
- the parties to the contract have approved the contract (in writing, orally or in accordance with other customary business practices) and are committed to perform their respective obligations;
- the Company can identify each party's rights regarding the goods or services to be transferred;
- the Company can identify the payment terms for the goods or services to be transferred;
- the contract has commercial substance (i.e. the risk, timing or amount of the Company's future cash flows is expected to change as a result of the contract); and
- it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.
Revenue from gold and any by-product metals is generally recorded at the time of physical delivery of the refined gold, which is also the date when control of the gold passes to the customer. Revenue from saleable gold produced during the testing phase of production activities, and the cost of producing those items, is recognized in profit or loss.
(i) Government royalties
Royalty payments to governments which are based on gross revenue are not considered income taxes and are recognized as an expense in the statement of operations and comprehensive income (loss).
(j) Financial instruments
(i) Financial assets
Recognition and measurement
The Company recognizes a financial asset in its statement of financial position when the Company becomes party to the contractual provisions of the instrument. All financial assets are initially recorded at fair value plus directly attributable transaction costs and classified as either (i) financial assets subsequently measured at amortized cost, (ii) financial assets subsequently measured at fair value through other comprehensive income or (iii) financial assets subsequently measured at fair value through profit or loss. The basis of classification takes into consideration both the Company's business model for managing and the contractual cash flow characteristics of the financial assets.
A financial asset is measured at amortized cost if the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A financial asset is measured at fair value through other comprehensive income if the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A financial asset is measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income. Fair value changes in financial assets classified as fair value through profit or loss, if any, are recognized in the consolidated statement of operations and comprehensive income.
16
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when:
- the contractual rights to receive cash flows from the asset have expired, or
- the Company has transferred its contractual rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through 'arrangement; and either (a) the Company has transferred substantially all the risks and rewards of ownership of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
(ii) Financial liabilities
Recognition and measurement
All financial liabilities are initially recorded at fair value less transaction costs. All financial liabilities are subsequently measured at amortized cost using the effective interest method, except for:
- financial liabilities at fair value through profit or loss;
- financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies;
- financial guarantee contracts;
- commitments to provide a loan at a below-market interest rate; and
- contingent consideration recognized by an acquirer in a business combination to which IFRS 3, Business combinations, applies.
An entity may, at initial recognition, irrevocably designate a financial liability as measured at fair value through profit or loss when a contract contains one or more embedded derivatives, or when doing so results in more relevant information, because either (a) it eliminates or significantly reduces a measurement or recognition inconsistency (i.e. an accounting mismatch); or (b) a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis.
Fair value changes of financial liabilities classified as fair value through profit or loss, if any, are recognized in the consolidated statement of operations and comprehensive income (loss).
17
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
(k) Share-based compensation
The Company has a share option plan and share unit plan which are described in note 12. The Company records all share-based compensation for options using the fair value method with graded vesting. Under the fair value method, share-based payments are measured at the fair value of the consideration received or the fair value of the equity instruments issued or liabilities incurred, whichever is more reliably measurable, and are charged over the vesting period to the consolidated statement of operations and comprehensive income (loss). The offset is credited to equity reserves ratably over the vesting period, after adjusting for the number of awards that are expected to vest. For share options, the fair value of share-based compensation awards is determined at the date of grant using the Black-Scholes option pricing model.
Expenses recognized for unvested forfeited awards are reversed. For awards that are cancelled, any expense not yet recognized is recognized immediately in the statement of operations and comprehensive income (loss).
Where the terms of an equity-settled award are modified, as a minimum an expense is recognized as if the terms had not been modified over the original vesting period. In addition, an expense is recognized for any modification which increases the total fair value of the share-based payment arrangement as measured at the date of modification, over the remainder of the vesting period.
For cash-settled share-based payments (see note 12), the Company measures the goods or services acquired and the liability incurred at the fair value of the liability. The corresponding share-based compensation expense is recognized over the vesting period of the award. As these awards will be settled in cash, the liability is remeasured at fair value at each reporting period and at the date of settlement, with changes in fair value recognized in the consolidated statement of operations and comprehensive income (loss) in the period incurred.
(l) Income taxes
Income tax on the profit or loss for the periods presented comprises current and deferred income tax. Income tax is recognized in the consolidated statement of operations and comprehensive income (loss) except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current income tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.
Deferred income tax is recognized in respect of unused tax losses, tax credits and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the tax rates that have been substantively enacted at the reporting date.
A deferred income tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a future income tax asset will be recovered, it does not recognize the asset.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.
18
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
3. Significant accounting policies (continued)
The Company records foreign exchange gains and losses representing the impacts of movements in foreign exchange rates on the tax bases of non-monetary assets and liabilities which are denominated in foreign currencies. Foreign exchange gains and losses relating to the translation of the deferred income tax balance from local statutory accounts to functional currency accounts are included in deferred income tax expense or recovery in the consolidated statement of operations and comprehensive income (loss).
(m) Income per share
Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. The computation of diluted income per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on income per share. For this purpose, the treasury stock method is used for the assumed proceeds upon the exercise of stock options that are used to purchase common shares at the average market price during the period.
4. Changes in accounting standards
(a) Accounting standards adopted during the year
There were no new standards effective January 1, 2022 that materially impacted the Company's consolidated financial statements.
(b) Accounting standards and amendments issued but not yet adopted
The following standards and interpretations, which may be applicable to the Company or the JV, have been issued but are not yet effective as of December 31, 2022:
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 Company is evaluating how the amendments to IAS 1 will impact the disclosures in its consolidated financial statements in future periods.
19
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
5. 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 judgements, estimates and assumptions used in these consolidated financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows.
The accounting judgements and estimates which have the most significant effect on these financial statements and the financial results of the JV are as follows:
Judgements
Impairment indicators of equity investment in joint venture and MPP&E
The Company considers both external and internal sources of information in assessing whether there are any indications that its equity investment in the JV and/or the JV's MPP&E are impaired, or if a previously recognized impairment has reversed. External sources of information the Company considers include changes in the market, economic and legal environment in which the JV operates that are not within its control and affect the recoverable amount of the Company's equity investment. Internal sources of information the Company considers include the manner in which MPP&E of the JV are being used or are expected to be used and indications of economic performance of the assets. The judgements are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these assumptions, which may impact the recoverable amount of the assets. In such circumstances, the carrying value of the Company's equity investment in the JV and/or the JV's MPP&E may be impaired or a prior period's impairment charge reversed with the impact recorded in the consolidated statement of operations and comprehensive income (loss).
Estimates
Impairment assessments of the equity investment in the JV and MPP&E
When facts and circumstances suggest the carrying value of the Company's equity investment in the JV and/or the JV's MPP&E may be impaired, or a previously recognized impairment may have reversed, the Company is required to estimate the recoverable amount through a FVLCS or VIU approach. Estimating the recoverable amount requires management to make significant estimates about the future life of mine cash flows of the AGM which may include, but may not be limited to, changes to the current estimates of in-situ ounces, ore tonnes to be mined in future periods, strip ratios, head grades, recovery rates, gold price assumptions, mining costs, processing costs, trucking costs, capital and closure costs, as well as discount rates.
When assessing the recoverable amount of a CGU without defined mineral reserves, management may be required to make significant estimates about the fair value of in-situ mineral resources by reference to market rates for comparable assets.
When facts and circumstances suggest the carrying value of the JV's MPP&E may be impaired or a previously recognized impairment has reversed, the same policies and set of assumptions as described above are applied.
Mineral reserves
Estimates of the quantities of proven and probable mineral reserves form the basis for the JV's life-of-mine plans, which are used for a number of key business and accounting purposes, including: the calculation of depletion expense, the capitalization of stripping costs, the forecasting and timing of cash flows related to the asset retirement provision and impairment assessments, if any. To the extent that these estimates of proven and probable mineral reserves vary, there could be changes in depletion expense, stripping assets, asset retirement provisions and impairment charges (or reversals) recorded.
20
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
5. Significant accounting judgements and estimates (continued)
Depletion of mineral interests and plant and equipment
Estimates are made of recoverable ounces in the JV's mining properties which are depleted based on recoverable tonnes contained in proven and probable reserves. To the extent that changes are made to the estimate of proven and probable reserves, the depletion charge may change.
Plant and equipment are depreciated to their estimated residual value over the estimated useful life of the asset. Should the actual useful life of the plant or equipment vary, future depreciation charges may change.
Inventory valuation of production costs
The JV estimates quantities of ore in stockpiles and in process and the recoverable gold contained in this material in order to determine the cost of inventories and the weighted average costs of finished goods sold during the period. To the extent that these estimates vary, production costs of finished goods may change.
Net realizable value of inventory
Estimates of net realizable value are based on the most reliable evidence available, at the time that the estimates are made, of the amount that the inventories are expected to realize. In order to determine the net realizable value of gold dore, gold-in-process and stockpiled ore, the JV estimates future metal selling prices, production forecasts, realized grades and recoveries, timing of processing, and future costs to convert the respective inventories into saleable form, if applicable. Reductions in metal price forecasts, increases in estimated future costs to convert, reductions in the number of recoverable ounces, and a delay in timing of processing can result in a write-down of the carrying amounts of the JV's stockpiled ore inventory.
Materials and other supplies held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. However, to the extent net realizable value of materials and spares must be estimated, replacement costs of the materials and spare parts are generally used as the best estimate of net realizable value.
Current and deferred Income taxes
In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. Levels of future taxable income are affected by, among other things, market gold prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates.
Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.
Deferred stripping
To determine whether stripping costs incurred during the production phase of a mining property relate to proven and probable reserves that will be mined in a future period and therefore should be capitalized, the JV makes estimates of the stripping activity over the life of the component of mineral reserves which have been made accessible. In addition, judgement is involved when allocating production costs between inventory produced and the stripping asset; the allocation is based on the volume of waste extracted compared with the expected volume, for a given volume of ore production. To the extent that these estimates and judgements change, there could be a change to the amount of production costs which are deferred to the statement of financial position.
21
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
5. Significant accounting judgements and estimates (continued)
Asset retirement provisions
Provisions for reclamation and closure cost obligations represent management's best estimate of the present value of the future cash outflows required to settle closure cost liabilities. Significant judgements and estimates are required in forming assumptions of future activities, future cash outflows and the timing of those cash outflows. These assumptions are formed based on environmental and regulatory requirements or the Company's environmental policies which may give rise to constructive obligations. The JV's assumptions are reviewed at the end of each reporting period and adjusted to reflect management's current best estimate and changes in any of the above factors can result in a change to the provision recognized by the JV. Changes to these estimates and judgements may result in actual expenditures in the future differing from the amounts currently provided for.
Preferred shares
The Company holds preferred shares (without a fixed redemption date) in the JV which have been classified as financial assets measured at fair value through profit or loss. As at December 31, 2022, management estimated the fair value of these preference shares by discounting the forecast future preference share redemptions from the AGM. Several estimates were made to determine the forecast future cash flows including, but not limited to, long-term realized gold prices, mineable reserves, mining and processing costs per tonne, ore grades, and metallurgical recoveries. Additionally, judgement was required to determine the appropriate discount rate used to calculate the present value of the forecast future cash flows.
As at December 31, 2021, as the JV did not have proven and probable reserves upon which to base a life of mine plan, management estimated the fair value of these preference shares by reference to a fair value of the AGM's in-situ mineral resources, plus the carrying value of stockpile inventories and other working capital balances. Several estimates were made to determine the fair value including, but not limited to, mineable resources, recoveries and a dollar per ounce market rate for in-situ mineral resources.
6. Cash and cash equivalents
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Cash held in banks | ||||||
| Short-term investments (maturities of 90 days or less) | ||||||
| Cash and cash equivalents |
The Company's short-term investments have original maturity dates of 90 days or less, or are fully redeemable without penalty or loss of interest, and are held with highly rated Canadian financial institutions.
7. Balances due from/to related party
Under the terms of the Joint Venture Agreement (the "JVA") that governs the management of the JV (note 9), the Company remains the manager and operator of the JV and currently receives an arm's length fee for services rendered to the JV of $
During the year ended December 31, 2022, the Company earned a service fee of $
22
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
7. Balances due from/to related party (continued)
As at December 31, 2022, the Company had a payable due to the JV in the amount of $
All transactions with related parties have occurred in the normal course of operations and were measured at the exchange amount agreed to by the parties. All amounts are unsecured, non-interest bearing and have no specific terms of settlement.
8. Financial assets
As part of the JV Transaction (note 9), the Company initially subscribed to
The following table summarizes the change in the carrying amount of the Company's preference shares held in the joint venture during the years presented:
| December 31, 2022 | December 31, 2021 | ||||||||
| Number of shares | $ | $ | |||||||
| Balance, beginning of year | |||||||||
| Fair value adjustment for the year | - |
(5,617 |
) |
( |
) | ||||
| Redemption of preferred shares during the year | ( |
) | |||||||
| Balance, end of year | |||||||||
As at December 31, 2022, the Company re-measured the fair value of the redeemable preference shares to $
For the year ended December 31, 2022, the Company recognized a downward fair value adjustment on its preference shares of $
23
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
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
-
the Company and Gold Fields each own a
-
the Company and Gold Fields each acquired a
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.
The following table summarizes the change in the carrying amount of the Company's investment in the joint venture:
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Balance, beginning of year | ||||||
| Company's share of the JV's net income (loss) for the year | ( |
) | ||||
| Impairment reversal (loss) on investment in JV | ( |
) | ||||
| Balance, end of year |
The Company recognized its
24
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
9. Investment in joint venture (continued)
Operating and financial results of the AGM JV for the years ended December 31, 2022 and 2021
Summarized financial information for the Company's investment in the JV is outlined in the table below.
All disclosures in this note 9 are on a 100% JV basis, unless otherwise indicated. The JV applies the same accounting policies as the Company.
Statement of Income (Loss) for the years ended December 31, 2022 and 2021
| 2022 | 2021 | ||||||
| Note | $ | $ | |||||
| Revenue | (i) | ||||||
| Production costs | (ii) | ( |
) | ( |
) | ||
| Depreciation and depletion | ( |
) | ( |
) | |||
| Royalties | (iii) | ( |
) | ( |
) | ||
| Income from mine operations | |||||||
| Impairment reversal (loss) on MPP&E | (iv) | ( |
) | ||||
| Exploration and evaluation expenditures | ( |
) | ( |
) | |||
| General and administrative expenses | (viii) | ( |
) | ( |
) | ||
| Income (loss) from operations | ( |
) | |||||
| Finance expense | (xii) | ( |
) | ( |
) | ||
| Finance income | |||||||
| Foreign exchange gain | |||||||
| Net income (loss) after tax for the year | ( |
) | |||||
| Company's share of net income (loss) of the JV for the year | ( |
) |
25
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
9. Investment in joint venture (continued)
The assets and liabilities of the AGM JV, on a 100% basis, as at December 31, 2022 and 2021 were as follows:
| December 31, 2022 | December 31, 2021 | |||||||
| Note | $ | $ | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | (xiii) | |||||||
| Receivables | ||||||||
| Inventories | (v) | |||||||
| Prepaid expenses and deposits | ||||||||
| VAT receivable | ||||||||
| Non-current assets | (v),(vi),(vii) | |||||||
| Total assets | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Lease liabilities | ||||||||
| Non-current liabilities | ||||||||
| Lease liabilities | ||||||||
| Long-term incentive plan liability | ||||||||
| Asset retirement provisions | (ix) | |||||||
| Total liabilities | ||||||||
| Equity | (xi) | |||||||
| Total liabilities and equity |
26
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
9. Investment in 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) Revenue
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
During the year ended December 31, 2022, the AGM sold a portion of its production to the Bank of Ghana under the country's gold buying program. Gold sales made to the Bank of Ghana were under renewed commercial terms. As agreed with Red Kite, gold ounces sold to the Bank of Ghana in 2022 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 year ended December 31, 2022, the AGM delivered
As of December 31, 2022, the AGM has delivered
Included in revenue of the AGM is $
(ii) Production costs
The following is a summary of production costs by nature, on a 100% basis, incurred during the years ended December 31, 2022 and 2021:
| December 31, 2022 $ |
December 31, 2021 $ |
|||||
| Raw materials and consumables | ( |
) | ( |
) | ||
| Salary and employee benefits | ( |
) | ( |
) | ||
| Contractors (net of deferred stripping costs) | ( |
) | ( |
) | ||
| Change in stockpile, gold-in-process and gold dore inventories | ( |
) | ( |
) | ||
| Insurance, government fees, permits and other | ( |
) | ( |
) | ||
| Total production costs | ( |
) | ( |
) |
During the year ended December 31, 2022, the AGM recognized a $
27
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
9. Investment in joint venture (continued)
During the year ended December 31, 2021, the AGM recognized a $
(iii) Royalties
All of the AGM's concessions are subject to a
(iv) Impairment reversal on MPP&E
On February 25, 2022, the Company announced that gold recoveries at the AGM had been lower than expected. The Company determined the AGM was not in a position to declare mineral reserves in its updated National Instrument 43-101 ("NI 43-101") Technical Report filed on March 29, 2022, with an effective date of February 28, 2022. As of December 31, 2021, these factors were considered to be an indicator of impairment of the AGM's MPP&E and, accordingly, a $
On September 29, 2022, the Company announced that independent metallurgical test work conducted on the Esaase deposit achieved weighted average recoveries that were in-line with metallurgical recoveries previously assigned to the Esaase deposit. Positive results from the metallurgical test work were included in an updated independent Feasibility Study ("FS") report for the AGM which was prepared by SRK Consulting (Canada) Inc. On February 22, 2023, the Company reported the results of the independent FS, which included the reinstatement of mineral reserves at the AGM effective December 31, 2022, and an updated NI 43-101 Technical Report was filed on March 28, 2023 ("2023 Technical Report").
The mineral reserve estimate forms the basis of a revised Life of Mine ("LOM") plan at the AGM, encompassing four main open-pit mining areas: Abore, Miradani North, Esaase and Nkran, and two satellite deposits: Dynamite Hill and Adubiaso. The independent FS demonstrates an operating plan with a total LOM production of 1.85 million ounces of gold, an estimated mine life of 8.5 years and average annual production of 217,000 ounces per year.
The Company considered the positive results received from the Esaase metallurgical test work and reinstatement of mineral reserves at the AGM as of December 31, 2022 to be indicators that the 2021 impairment may have decreased or no longer exists. Accordingly, the Company assessed the recoverable amount of the AGM cash-generating unit ("CGU"), which was based on the higher of management's estimates of the FVLCS and value-in-use. The FVLCS was estimated based on the AGM's discounted LOM cash flow projections, fair value of mineral resources beyond proven and probable reserves and estimated costs to sell.
28
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
9. Investment in joint venture (continued)
The following table summarizes the estimated recoverable amount of the AGM CGU and its carrying value at December 31, 2022:
| Asanko Gold Mine CGU | |||
| $ | |||
| Net present value of estimated LOM cash flows (18% discount rate) | |||
| Value beyond proven and probable reserves | |||
| Cost to sell (2% selling fee) | ( |
) | |
| Estimated recoverable amount of the AGM CGU | |||
| Carrying value of AGM CGU at December 31, 2022 | |||
| Reversal of impairment on MPP&E for the year ended December 31, 2022 |
The recoverable amount of the AGM CGU (on a 100% basis) was estimated to be $
The Company's impairment reversal analysis at December 31, 2022 incorporated the following assumptions:
Production
Annual gold ounces sold are based on LOM production, grades and recoveries as outlined in the 2023 Technical Report.
Pricing assumption
The Company's estimated gold prices considered analysts' consensus pricing for the estimated duration of the AGM LOM plan. The gold price assumptions were as follows:
| Gold price assumption | 2023 | 2024 | 2025-2027 | Long-term | Weighted Average |
| Gold price (US$/oz) | $ |
$ |
$ |
$ |
$ |
The above gold price assumptions above were further revised to account for an estimated 2% adjustment relating to the offtake agreement with Red Kite for the remaining 0.7 million ounces to be sold under the new LOM plan.
Discount rate assumption
Projected cash flows were discounted using a post-tax discount rate of 18.0% which represents the weighted-average cost of capital commensurate with the risks associated with the AGM's cash flows, and includes estimates for risk-free interest rates, country risk premium, market value of equity, market return on equity, share volatility, cost of debt and a target debt-to-equity ratio.
Value beyond proven and probable reserves
The AGM's 2023 Technical Report reported mineral resources as follows: 158,000 ounces of measured, 3,346,000 ounces of indicated and 1,084,000 of inferred. Of these amounts, 2,068,000 ounces are expected to be mined over the LOM as proven and probable mineral reserves. The Company assessed the fair value of the balance of mineral resources, totaling 2,520,000 ounces, by applying a probability of converting these resources to a higher classification and using a $30 per ounce fair value (based on market valuations of comparable West African junior mining companies). The fair value of mineral resources beyond proven and probable reserves was estimated to be $
29
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
9. Investment in joint venture (continued)
Sensitivity analysis
Due to the sensitivity of the recoverable amount to various judgements and estimates, specifically long-term metal prices, as well as unforeseen factors, any significant change in key assumptions and inputs could result in changes in impairment charges to be recorded in future periods. The following table highlights the assumptions and estimates that management believes are most sensitive to estimating the recoverable amount. Any change in these assumptions and estimates could have a material impact on the estimated recoverable amount of the AGM.
| Assumption | Sensitivity | Impact on recoverable amount (100% basis) |
|
| Increase ($'millions) | Decrease ($'millions) |
||
| Gold price | +/- $50/oz | $ |
$ |
| Discount rate | -/+ 1.0% | $ |
$ |
| Value of mineral resources beyond proven and probable reserves | +/- $10/oz | $ |
$ |
(v) Inventories
The following is a summary of inventories held by the AGM, on a 100% basis, as at December 31, 2022 and 2021:
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Gold dore on hand | ||||||
| Gold-in-process | ||||||
| Ore stockpiles | ||||||
| Materials and spare parts | ||||||
| Total inventories | ||||||
| Less non-current inventories: | ||||||
| Ore stockpiles | ( |
) | ||||
| Total current inventories |
(vi) 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 $
30
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
9. Investment in joint venture (continued)
(vii) Mineral properties, plant and equipment
Additions to mineral properties, plant and equipment
During the year ended December 31, 2022, the AGM capitalized $
Deferred stripping
During the year ended December 31, 2022, the AGM did not defer any costs relating to stripping activities (year ended December 31, 2021 - $
Impairment reversal
As discussed above, the AGM recorded an impairment reversal on MPP&E of $
(viii) Severance
In light of the changing nature of operations at the AGM, the Company completed a process of right-sizing its workforce and during the year the AGM recognized an $
(ix) Asset retirement provisions
The following table shows the movement in the asset retirement provisions of the AGM as at December 31, 2022 and 2021:
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Balance, beginning of year | ||||||
| Accretion expense | ||||||
| Change in estimate | ( |
) | ||||
| Reclamation undertaken during the year | ( |
) | ( |
) | ||
| Total asset retirement provisions, end of year |
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 December 31, 2022, the AGM's reclamation cost estimates were discounted using a long-term risk-free discount rate of
31
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
9. Investment in joint venture (continued)
(x) 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 $
(xi) Preferred shares
The following table shows the movement in the JV partners' preferred share investments in the JV for the years ended December 31, 2022 and 2021:
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Balance, beginning of year | ||||||
| Distributions to partners during the year | ( |
) | ||||
| Balance, end of year |
(xii) Finance expense
The following is a summary of finance expense incurred by the JV during the years ended December 31, 2022 and 2021:
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Premiums paid for hedging instruments | ( |
) | ||||
| Accretion charges on asset retirement provisions (note ix) | ( |
) | ( |
) | ||
| Interest and fees associated with RCF (note xiv) | ( |
) | ( |
) | ||
| Interest on lease liabilities | ( |
) | ( |
) | ||
| Withholding taxes | ( |
) | ||||
| Other | ( |
) | ( |
) | ||
| Total finance expense | ( |
) | ( |
) |
During the year ended December 31, 2022, the Ghana Revenue Authority ("GRA") conducted a regulatory audit of AGGL's 2016 to 2020 fiscal years and raised a variety of matters for consideration. For the year ended December 31, 2022, the AGM recorded a $
32
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
9. Investment in joint venture (continued)
(xiii) The cash flows of the AGM, on a 100% basis, were as follows for the years ended December 31, 2022 and 2021:
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Cash provided by (used in): | ||||||
| Operating activities | ||||||
| Investing activities | ( |
) | ( |
) | ||
| Financing activities | ( |
) | ( |
) | ||
| Impact of foreign exchange on cash and cash equivalents | ( |
) | ( |
) | ||
| Increase (decrease) in cash and cash equivalents during the year | ( |
) | ||||
| Cash and cash equivalents, beginning of year | ||||||
| Cash and cash equivalents, end of year |
(xiv) Revolving credit facility
In October 2019, the JV entered into a $
During the year ended December 31, 2022, the AGM recognized commitment and maintenance fees associated with the RCF of $
10. Exploration and evaluation assets
The Company's exploration and evaluation ("E&E") assets consist of its wholly owned exploration properties in Mali. The Company's existing exploration licenses in Mali are set to expire in
11. 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 $
33
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
12. 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 of December 31, 2022, all units awarded have been cash-settled.
RSUs, PSUs and DSUs are cash-settled awards and therefore represent a financial liability which is required to be marked-to-market at each reporting period end with changes in fair value recognized in the Statement of Operations and Comprehensive Income (Loss). 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.
(a) Stock options
The following table is a reconciliation of the movement in stock options for the years ended December 31, 2022 and 2021:
| Weighted average exercise price |
||||||
| Number of Options | C$ | |||||
| Balance, December 31, 2020 | ||||||
| Granted | ||||||
| Exercised | ( |
) | ||||
| Cancelled/Expired/Forfeited | ( |
) | ||||
| Balance, December 31, 2021 | ||||||
| Granted | ||||||
| Cancelled/Expired/Forfeited | ( |
) | ||||
| Balance, December 31, 2022 |
During the year ended December 31, 2022, the Company recognized share-based compensation expense relating to stock options of $
During the year ended December 31, 2022, there were no stock options exercised (year ended December 31, 2021 -
The fair value of stock options granted is determined using the Black Scholes pricing model. For options granted during the year ended December 31, 2022, the weighted average expected life, dividend yield and forfeiture rate were
34
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
12. Equity reserves and long-term incentive plan awards (continued)
Other weighted-average conditions and assumptions used in the Black Scholes models were as follows for options granted in the years presented:
| Number of options granted |
Weighted average exercise price |
Weighted average risk- free interest rate |
Weighted average volatility |
Weighted average Black- Scholes value |
|||||||||||
| C$ | C$ | ||||||||||||||
| Year ended December 31, 2021 | |||||||||||||||
| Year ended December 31, 2022 |
The following table summarizes the stock options outstanding and exercisable as at December 31, 2022:
| Total options outstanding | Total options exercisable | |||||||||||||||||
| Range of exercise price |
Number of options |
Weighted average contractual life (years) |
Weighted average exercise price C$ |
Number of options |
Weighted average contractual life (years) |
Weighted average exercise price C$ |
||||||||||||
| C$ |
||||||||||||||||||
| C$ |
||||||||||||||||||
| C$ |
||||||||||||||||||
(b) Restricted share units
The following table is a reconciliation of the movement in RSUs for the years ended December 31, 2022 and 2021:
| Number of RSUs | ||||||
| December 31, 2022 | December 31, 2021 | |||||
| Balance, beginning of year | ||||||
| Granted | ||||||
| Settled in cash | ( |
) | ( |
) | ||
| Cancelled/Forfeited | ( |
) | ( |
) | ||
| Balance, end of year | ||||||
For all RSUs granted during the year ended December 31, 2022, the awards vest in three equal tranches over a service period of three years and had an estimated forfeiture rate of
35
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
12. Equity reserves and long-term incentive plan awards (continued)
The following table is a reconciliation of the movement in the RSU liability for the years presented:
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Balance, beginning of year | ||||||
| Awards vested and change in fair value during the year, net of cancelled/forfeited awards | ( |
) | ||||
| Settled in cash during the year | ( |
) | ( |
) | ||
| Total RSU liability, end of year | ||||||
| Less: current portion of RSU liability | ( |
) | ( |
) | ||
| Total non-current RSU liability, end of year |
(c) Performance share units
The following table is a reconciliation of the movement in PSUs for the years ended December 31, 2022 and 2021:
| Number of PSUs | ||||||
| December 31, 2022 | December 31, 2021 | |||||
| Balance, beginning of year | ||||||
| Granted | ||||||
| Settled in cash | ( |
) | ||||
| Cancelled/Forfeited | ( |
) | ( |
) | ||
| Balance, end of year | ||||||
The following table is a reconciliation of the movement in the PSU liability for the years presented:
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Balance, beginning of year | ||||||
| Awards vested and change in fair value during the year, net of cancelled/forfeited awards | ||||||
| Settled in cash during the year | ( |
) | ||||
| Total PSU liability, end of year | ||||||
| Less: current portion of PSU liability | ( |
) | ( |
) | ||
| Total non-current PSU liability, end of year |
36
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
12. Equity reserves and long-term incentive plan awards (continued)
(d) Deferred share units
The following table is a reconciliation of the movement in DSUs for the years ended December 31, 2022 and 2021:
| Number of DSUs | ||||||
| December 31, 2022 | December 31, 2021 | |||||
| Balance, beginning of year | ||||||
| Granted | ||||||
| Balance, end of year | ||||||
The following table is a reconciliation of the movement in the DSU liability for the years presented:
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Balance, beginning of year | ||||||
| Awards vested and change in fair value during the year | ||||||
| Total DSU liability, end of year |
The financial liability associated with cash-settled DSU awards is presented in the Statement of Financial Position within accounts payable and accrued liabilities.
(e) Phantom share units
On November 6, 2020, the Company granted
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 years ended December 31, 2022 and 2021:
| December 31, 2022 | December 31, 2021 | |||||
| $ | $ | |||||
| Balance, beginning of year | ||||||
| Awards vested and change in fair value during the year | ||||||
| Total phantom share unit liability, end of year | ||||||
| Less: current portion of phantom share unit liability | ( |
) | ||||
| Total non-current phantom share unit liability, end of year |
37
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
13. 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 December 31, 2022 and 2021:
| Within 1 year | 1 - 5 years | Over 5 years |
December 31, 2022 |
December 31, 2021 |
|||||||||||
| Accounts payable, accrued liabilities and payable due to related party | |||||||||||||||
| Long-term incentive plan (cash-settled awards) | |||||||||||||||
| Corporate office leases | |||||||||||||||
| Total |
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 $
Contingencies
Due to the nature of its business, the Company and/or the AGM 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.
14. General and administrative expenses
The following is a summary of general and administrative ("G&A") expenses incurred by the Company during the years ended December 31, 2022 and 2021. The G&A expenses for the years presented include, but are not limited to, those expenses incurred in order to earn the service fee as operators of the JV (note 7).
|
Year ended December 31, |
||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Wages, benefits and consulting | ( |
) | ( |
) | ||
| Office, rent and administration | ( |
) | ( |
) | ||
| Professional and legal | ( |
) | ( |
) | ||
| Share-based compensation | ( |
) | ( |
) | ||
| Travel, marketing, investor relations and regulatory | ( |
) | ( |
) | ||
| Depreciation | ( |
) | ( |
) | ||
| Total G&A expense | ( |
) | ( |
) |
38
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
15. Exploration and evaluation expenditures
The following is a summary of E&E expenses incurred by the Company during the years ended December 31, 2022 and 2021. E&E expenses incurred relate to work performed on the Company's wholly owned Asumura and Mali properties.
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Contractors and consulting | ( |
) | ( |
) | ||
| Drilling and assays | ( |
) | ( |
) | ||
| Field supplies and camp costs | ( |
) | ( |
) | ||
| Crop compensation, community and permitting | ( |
) | ( |
) | ||
| Other | ( |
) | ( |
) | ||
| Total E&E expenditures | ( |
) | ( |
) | ||
16. Finance income and expense
(a) Finance income
The following is a summary of finance income earned by the Company during the years ended December 31, 2022 and 2021:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Interest income and other | ||||||
| Total finance income | ||||||
(b) Finance expense
The following is a summary of finance expense recorded by the Company during the years ended December 31, 2022 and 2021:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Downward fair value adjustment on redeemable preference shares (note 8) |
( |
) |
( |
) | ||
| Interest on lease liability | ( |
) | ( |
) | ||
| Other | ( |
) | ( |
) | ||
| Total finance expense | ( |
) | ( |
) | ||
39
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
17. Income tax
(a) Tax expense
Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings from continuing operations before taxes. These differences result from the following items:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Average statutory tax rate |
|
|||||
| Income (loss) before income taxes |
|
( |
) | |||
| Expected income tax (recovery) expense |
|
( |
) | |||
| Increase in income tax expense (recovery) resulting from: | ||||||
| Permanent differences: | ||||||
| Share of net (income) loss related to joint venture |
( |
) |
||||
| Impairment (reversal) loss on equity investment in joint venture |
( |
) |
||||
| Fair value adjustment and accretion on redeemable preferences shares |
|
|||||
|
Impairment loss on exploration and evaluation assets |
|
|||||
| Share-based compensation |
|
|||||
| Other |
|
|||||
| True-up prior year balances |
|
( |
) | |||
| Effect of differences in tax rate in foreign jurisdictions |
( |
) |
||||
| Change in unrecognized tax assets |
|
|
||||
| Foreign exchange and other |
( |
) |
( |
) | ||
| Income tax expense | ||||||
40
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
17. Income tax (continued)
(b) Deferred tax liabilities and assets
The significant components of the Company's deferred tax assets and liabilities were as follows:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Lease liability |
|
|||||
| Right-of-use asset |
( |
) |
( |
) | ||
| Total | ||||||
As at December 31, 2022, the Company has tax losses of $ million (December 31, 2021 - $
Deductible temporary differences and unused tax losses for which no deferred tax assets have been recognized are attributable to the following:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Property, plant and equipment |
|
|||||
| Share issuance costs |
|
|||||
| Investment in associate |
|
|||||
| Accounts payable and accrued liabilities |
|
|||||
| Lease liability |
|
|||||
| Capital losses |
|
|||||
| Non-capital losses carried forward |
|
|||||
| Total | ||||||
The aggregate amount of deductible temporary differences associated with investments in subsidiaries for which deferred taxes have not been recognized as at December 31, 2022 was $ million (December 31, 2021 - deductible temporary differences of $
41
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
18. Income (loss) per share
For the years ended December 31, 2022 and 2021, the calculation of basic and diluted earnings (loss) per share is based on the following data:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| Net income (loss) after tax for the year | ( |
) | ||||
| Number of shares | ||||||
| Weighted average number of ordinary shares - basic | ||||||
| Effect of dilutive share options | ||||||
| Weighted average number of ordinary shares - diluted | ||||||
For the year ended December 31, 2022, excluded from the calculation of weighted average shares outstanding were
For the year ended December 31, 2021, the effect of all potentially dilutive securities was anti-dilutive given that the Company reported a net loss for the year.
19. Supplemental cash flow information
The following table summarizes the changes in non-cash working capital for the years ended December 31, 2022 and 2021:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Receivables and receivable due from related party | ( |
) | ||||
| Prepaid expenses and deposits | ( |
) | ||||
| Accounts payable, accrued liabilities and payable due to related party | ( |
) | ||||
| Change in non-cash working capital | ( |
) | ||||
42
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
20. Segmented information
Geographic Information
As at December 31, 2022, 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
Geographic allocation of total assets and liabilities
| December 31, 2022 | Canada | West Africa | Total | ||||||
| $ | $ | $ | |||||||
| Current assets | |||||||||
| Property, plant and equipment and right-of-use assets | |||||||||
| Other non-current assets | |||||||||
| Total assets | |||||||||
| Current liabilities | |||||||||
| Non-current liabilities | |||||||||
| Total liabilities |
| December 31, 2021 | Canada | West Africa | Total | ||||||
| $ | $ | $ | |||||||
| Current assets | |||||||||
| Property, plant and equipment and right-of-use assets | |||||||||
| Other non-current assets | |||||||||
| Total assets | |||||||||
| Current liabilities | |||||||||
| Non-current liabilities | |||||||||
| Total liabilities |
43
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
20. Segmented information (continued)
Geographic allocation of the Statement of Operations and Comprehensive Income (Loss)
For the year ended December 31, 2022:
| Canada | West Africa | Total | |||||||
| $ | $ | $ | |||||||
| Share of net earnings related to joint venture | |||||||||
| Service fee earned as operators of joint venture | |||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | |||
| Exploration and evaluation expenditures | ( |
) | ( |
) | |||||
| (Loss) income from operations and joint venture | ( |
) | |||||||
| Impairment reversal on investment in joint venture | |||||||||
| Impairment of exploration and evaluation assets | ( |
) | ( |
) | |||||
| Finance income | |||||||||
| Finance expense | ( |
) |
(5,617 |
) |
( |
) | |||
| Foreign exchange gain (loss) | ( |
) | ( |
) | |||||
| Net (loss) income and comprehensive (loss) income for the year | ( |
) |
For the year ended December 31, 2021:
| Canada | West Africa | Total | |||||||
| $ | $ | $ | |||||||
| Share of net loss related to joint venture | ( |
) | ( |
) | |||||
| Service fee earned as operators of joint venture | |||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | |||
| Exploration and evaluation expenditures | ( |
) | ( |
) | |||||
| Loss from operations and joint venture | ( |
) | ( |
) | ( |
) | |||
| Impairment of investment in joint venture | ( |
) | ( |
) | |||||
| Finance income | |||||||||
| Finance expense | ( |
) | ( |
) | ( |
) | |||
| Foreign exchange loss | ( |
) | ( |
) | |||||
| Net loss and comprehensive loss for the year | ( |
) | ( |
) | ( |
) |
44
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
21. Capital management
The Company's objectives in managing capital are to ensure that the Company has the financial capacity to support its operations with sufficient capability to manage unforeseen operational or industry developments, to ensure the Company has the capital and capacity to support the long-term growth strategies of the JV, and to provide returns for shareholders and benefits for other stakeholders. The Company defines capital that it manages as total shareholders' equity, being a total of $
The Company is not subject to externally imposed capital requirements or covenants.
The Company manages its capital structure and makes adjustments to it in light of general economic conditions, the risk characteristics of the underlying assets and the Company's working capital requirements associated with ongoing operations and corporate development plans. The Company does not currently pay dividends. The Board of Directors reviews and approves any material transactions out of the ordinary course of business, including proposals on acquisitions or other major investments or divestitures, as well as capital and operating budgets. The Company's investment policy is to invest its cash in highly liquid short-term interest-bearing investments with maturities of 180 days or less from the original date of acquisition.
The Company has not made any changes to its policies and processes for managing capital during the year.
22. Financial instruments
As at December 31, 2022, the Company's financial instruments consist of cash and cash equivalents, receivable due from related party, preferred shares in the JV, accounts payable and accrued liabilities, payable due to related party and long-term incentive plan liabilities. The Company classifies cash and cash equivalents, accounts receivable, the related party receivable, accounts payable and accrued liabilities and accounts payable due to related party as financial assets or liabilities and are 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 fall within Level 3 of the fair value hierarchy as discussed below.
The fair value hierarchy comprises:
Level 1 - fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and
Level 3 - fair values based on inputs for the asset or liability that are not based on observable market data.
There were no transfers between the levels during the years ended December 31, 2022 or 2021.
The fair values of all financial assets and liabilities measured at amortized cost approximate their carrying values given their short-term to maturity.
The risk exposure arising from these financial instruments is summarized as follows:
(a) Credit risk
Credit risk is the risk of an unexpected loss if a customer or the issuer of a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on cash and cash equivalent balances held at banks in Canada, South Africa, Isle of Man and Mali. The risk of loss associated with cash investments is considered to be low as the majority of the Company's cash and cash equivalents are held with highly rated banking institutions.
45
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
22. Financial instruments (continued)
As at December 31, 2022, the Company had a receivable due from the JV of $
In addition, the Company is exposed to credit risk on its preferred share investments in the JV (note 8). With respect to the
(b) Liquidity risk
Liquidity risk encompasses the risk that the Company cannot meet its financial obligations as they fall due. The Company manages liquidity risk through a rigorous planning and budgeting process, which is reviewed and updated on a regular basis, to help determine the funding requirements to support current operations, expansion and development plans, and by managing the Company's capital structure (note 21). By managing liquidity risk, the Company aims to ensure that it will have sufficient liquidity to settle obligations and liabilities as they fall due. Subsequent to the JV Transaction, the Company's only direct source of revenue is the service fee earned as operators of the AGM JV, as any free cash flows generated by AGM are no longer within the Company's exclusive control as the disposition of cash from the JV is governed by the JVA (note 9). However, through a combination of the Company's cash balance and interest earned thereon, cash flows from its investment in the JV, and the ongoing management fee receipts from the JV (note 7), the Company believes it is in a position to meet all working capital requirements, contractual obligations and commitments as they fall due. The Company's cash flows, however, and its ability to meet working capital requirements and contractual obligations are significantly influenced by the price of gold and the performance of the AGM. The Company aims to manage its liquidity by ensuring that, even in a low gold price environment, it can manage spending and provide adequate cash flow to meet all commitments.
As at December 31, 2022, the Company had a cash and cash equivalents balance of $
(c) Market risk
(i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As disclosed in note 8, the Company holds preferred shares in the JV which are carried at fair value through profit or loss with fair value determined by reference to a discounted cash flow model. Changes in interest rates would impact the discount rate applied to forecast future cash flows and accordingly the fair value of the preferred shares; however, changes in interest rates would not impact the amount or timing of forecast future cash flows.
With all other variables unchanged, a 1% decrease (increase) in the annualized interest rate would have resulted in a $
During the year ended December 31, 2021, the Company was not exposed to any material interest rate risks with respect to its preference shares, given the change in methodology to estimate the fair value of the Company's preferred shares in the JV as at December 31, 2021.
46
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
22. Financial instruments (continued)
The Company's cash and cash equivalents earn interest income at variable rates and accordingly future interest income is subject to fluctuations in short-term interest rates. A +/-1% change in short-term interest rates during the year would have resulted in a $
(ii) Foreign currency risk
As at December 31, 2022 and 2021, the Company's exposure to foreign currency risk was limited to the balances presented below. Acronyms of "ZAR" and "XOF" refer to the South African Rand and West African Franc, respectively.
| December 31, 2022 | Foreign currency amount | USD Equivalent | ||||||||||
| C$(000s) | ZAR (000s) | XOF (000s) | $ | |||||||||
| Cash and cash equivalents | ||||||||||||
| Receivables | ||||||||||||
| Accounts payable and accrued liabilities | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Long-term incentive plan liabilities | ( |
) | ( |
) | ||||||||
| Lease liability | ( |
) | ( |
) | ||||||||
| Net exposure to foreign currency | ( |
) | ( |
) | ( |
) | ||||||
| December 31, 2021 | Foreign currency amount | USD Equivalent | ||||||||||
| C$(000s) | ZAR (000s) | XOF (000s) | $ | |||||||||
| Cash and cash equivalents | ||||||||||||
| Receivables | ||||||||||||
| Accounts payable and accrued liabilities | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Long-term incentive plan liabilities | ( |
) | ( |
) | ||||||||
| Lease liability | ( |
) | ( |
) | ||||||||
| Net exposure to foreign currency | ( |
) | ( |
) | ( |
) | ||||||
A +/-10% change in the prevailing exchange rates as at December 31, 2022, with all other variables held constant, would have resulted in a $
(iii) Price risk
Price risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from currency risk or interest rate risk. Future cash flows from the JV are expected to be received as redemptions of the Company’s preference shares in the JV (note 8). From time to time, the JV enters into hedging programs to manage the AGM’s exposure to gold price risk with an objective of margin protection. For the year ended December 31, 2022, the fair value of the preference shares would not be materially impacted by a 10% increase (decrease) in the gold price as there would be no change to the estimated timing of distributions made to the JV partners.
47
GALIANO GOLD INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In thousands of United States Dollars, unless otherwise noted)
22. Financial instruments (continued)
For the year ended December 31, 2021, changes in the gold price may have impacted the fair value of the AGM's in-situ mineral resources. A +/- 10% change in the fair value per ounce of in-situ mineral resources of
23. Related party transactions
In addition to the service fee earned as operator of the JV and administrative and exploration services provided by the JV to the Company on its wholly owned Asumura property (note 7), the Company's related party transactions included compensation paid to key management personnel (being directors and executive officers of the Company), which was as follows for the years presented:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Salaries and benefits | ||||||
| Share-based compensation | ||||||
| Total compensation | ||||||
48
GALIANO GOLD INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the years ended December 31, 2022 and 2021
(Expressed in United States dollars)
TABLE OF CONTENTS
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
This Management’s Discussion and Analysis (“MD&A”) of Galiano Gold Inc. (“Galiano” or the “Company”) has been prepared by management as of March 28, 2023 and should be read in conjunction with the Company’s consolidated annual financial statements for the years ended December 31, 2022 and 2021, which were prepared in accordance with 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 profile at www.sedar.com and the Company's website: www.galianogold.com.
All dollar amounts herein are expressed in United States dollars ("US dollars") unless stated otherwise. 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 YEARS ENDED DECEMBER 31, 2022 AND 2021 |
1. Fourth quarter and full year 2022 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 45% equity interest in the entity that holds the AGM mining licenses.
1.1 Key Metrics of the Asanko Gold Mine Joint Venture (on a 100% basis)
-
Safety: 2022 saw a very strong safety performance with no lost-time injuries (“LTI”) nor total recordable injuries (“TRI”) recorded during the quarter, resulting in 12-month rolling LTI and TRI frequency rates of 0.00 and 0.15 per million employee hours worked, respectively. However, the fatal accident announced on February 6, 2023, demonstrates that we must maintain our focus on all safety processes at the AGM given a fundamental goal of the Company is to create and maintain Zero Harm operations.
-
Improved long-term outlook: Reported the results of an independent National Instrument 43-101 ("NI 43-101") Feasibility Study report ("Independent FS"), which includes the reinstatement of Mineral Reserves at the AGM (refer to section "2. Business overview"). The reinstated Mineral Reserve and updated Mineral Resource estimates, underpinning the Independent FS, were led by SRK Consulting (Canada) Inc. ("SRK"). The Mineral Reserve estimate forms the basis of a revised life-of-mine ("LOM") plan at the AGM, encompassing 4 main open-pit mining areas: Abore, Miradani North, Nkran and Esaase, and 2 satellite deposits: Dynamite Hill and Adubiaso. The Company published the details of the new LOM plan on March 28, 2023 in a report titled "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" with an effective date of December 31, 2022 (collectively the "2023 Technical Report"). Key highlights from the 2023 Technical Report include:
-
Robust mine economics: $343 million after-tax net present value at a 5% discount rate (“NPV5%“) and $478 million pre-tax NPV5%, applying a $1,700 per ounce (“/oz”) gold price.
-
Low cash costs: $905/oz average total cash costs1 and $1,143/oz average all-in-sustaining costs1 ("AISC") 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 expected to be in operation at Abore during the fourth quarter.
-
-
Production performance: Gold production of 34,090 ounces during the fourth quarter and annual gold production of 170,342 ounces, achieving the upper end of revised guidance of 160,000 to 170,000 ounces.
-
Milling performance: Achieved milling throughput of 5.8 million tonnes ("Mt") of material at a grade of 1.1 g/t during the year. Metallurgical recovery averaged 80% for the year, which was lower than prior years due to lower realized recoveries from Esaase in the first quarter and processing of lower grade stockpiles during the balance of 2022.
-
Cost performance and cash flow: Total cash costs1 of $1,157/oz and AISC1 of $1,346/oz for the year ended December 31, 2022. Additionally, the JV generated positive cash flows from operations of $75.5 million and Free Cash Flow1 of $43.8 million during the year. Total cash costs1 and AISC1 for Q4 2022 were $1,031/oz and $1,191/oz, respectively.
-
Financial performance: Gold revenue of $296.5 million generated from 167,849 gold ounces sold at an average realized price of $1,767/oz for the year. Net income after tax of $103.2 million during the year, which included an impairment reversal on mineral properties of $63.2 million, and Adjusted EBITDA1 of $79.2 million.
-
Exploration success: Completed extensive infill drilling at Esaase, Miradani North, Abore, Midras and Nkran, the results of which were incorporated into the Independent FS, which saw a 21% increase in total Measured and Indicated ounces (after depletion) and a 251% increase in total Inferred ounces compared to the previous estimates dated February 28, 2022. Furthermore, an extensive exploration drill program was completed with positive results at Nkran, intercepting several high-grade intervals within and below the resource shell, in addition to the first phase of testing the underground potential of the deposit.
-
Robust liquidity: $91.3 million in cash and cash equivalents, $3.6 million in gold on hand, $2.7 million in gold sales receivables and no debt as of December 31, 2022.
-
2023 guidance: The AGM is expected to produce between 100,000 to 120,000 ounces at AISC1 guidance of between $1,900/oz to $1,975/oz. AISC1 is anticipated to be elevated in 2023 primarily due to waste stripping necessary to restart mining at Abore, which will benefit future years production, as well as higher expenditures on the tailings storage facility (“TSF”). Refer to section “3. Guidance and outlook” for further details.
1 See "8. Non-IFRS measures"
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
1.2 Highlights of the Company
-
Stable balance sheet: Cash and cash equivalents of $56.1 million and $1.7 million in receivables as at December 31, 2022, while remaining debt-free.
-
Positive earnings: Net income after tax of $40.8 million or $0.18 per common share during the year, which included the Company’s share of the JV’s net earnings for the year.
-
Generative exploration: During the quarter, the Company initiated a Phase 1 drilling program on its wholly owned Asumura property on the Sefwi gold belt in Ghana, consisting of 95 planned drill holes designed to test for gold mineralization along two interpreted structural trends with coincident surface gold anomalies identified through soil sampling. As of December 31, 2022, 12 holes have been completed with 30 additional holes in progress.
2. Business overview
Galiano owns a 45% equity interest in the entity that holds the AGM mining licenses and gold exploration tenements (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 joint venture and currently receives an annual service fee from the JV of $7.1 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
On March 28, 2023, the Company published an updated NI 43-101 Technical Report for the AGM, which included the reinstatement of Mineral Reserves and demonstrated an improved long-term outlook for the mine. 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 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 expected to be in operation at Abore during the fourth quarter.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
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.sedar.com.
Additional highlights of the 2023 Technical Report, on a 100% basis, are presented in the tables and graph below.
LOM Highlights
|
General |
Units |
Value |
|
Gold price assumption (base case) |
$/oz |
1,700 |
|
Average gold production |
oz/year |
217,000 |
|
Peak average gold production (2025 to 2030, inclusive) |
oz/year |
254,000 |
|
Total gold production |
Moz |
1.8 |
|
Mine life |
years |
8.5 |
|
Total ore mined |
Mt |
41.7 |
|
Strip ratio |
Waste (t) : Ore (t) |
7.21 |
|
Average mill head grade |
g/t Au |
1.31 |
|
Average mill recovery rate |
% |
89% |
|
Proven and Probable Mineral Reserves |
Moz Au |
2.1 |
|
Economics |
||
|
Net present value (NPV5%) (pre-tax) |
$ M |
477.8 |
|
LOM cumulative cash flow (pre-tax) |
$ M |
673.7 |
|
Net present value (NPV5%) (after-tax) |
$ M |
343.3 |
|
LOM cumulative cash flow (after-tax) |
$ M |
490.8 |
|
Operating Costs |
||
|
Mining cost2 |
$/t mined |
3.66 |
|
Processing cost |
$/t milled |
10.80 |
|
G&A cost3 |
$/t milled |
6.00 |
|
Total cash costs1 |
$/oz sold |
905 |
|
AISC1 |
$/oz sold |
1,143 |
|
Capital Costs |
||
|
Development capital (excluding deferred stripping) |
$ M |
58.4 |
|
Sustaining capital (excluding deferred stripping) |
$ M |
95.2 |
|
Closure costs |
$ M |
80.9 |
1 Non-IFRS performance measure.
2 Mining costs include deferred stripping of $428.4 million LOM and ore transportation of $101.3 million LOM.
3 G&A (as defined herein) costs include management fee payable to Galiano of approximately $7 million per year.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Annual Gold Produced & AISC1
LOM Capital Expenditures
|
Total Capital and Closure Costs |
($M) |
|
Development Capital |
|
|
Deferred Stripping (Nkran) |
258.5 |
|
Site Establishment |
58.4 |
|
Subtotal Development Capital |
316.9 |
|
Sustaining Capital |
|
|
Deferred Stripping (other pits) |
169.8 |
|
Site Establishment |
23.0 |
|
TSF and Water Treatment |
44.7 |
|
Plant and Infrastructure |
27.5 |
|
Subtotal Sustaining |
265.1 |
|
Closure and Reclamation |
|
|
Mine Closure and Reclamation |
80.9 |
|
Total Capital and Closure Costs |
662.8 |
Note: Numbers may not sum due to rounding.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
2.2 Key business developments in 2022
a) Esaase Metallurgy Update
As announced on February 25, 2022, the Company reported that the AGM experienced lower than expected recoveries in Q1 2022 (see news release “Galiano Gold Reports Lower than Expected Gold Recovery at the Asanko Gold Mine”). Subsequent to the announcement, an extensive drilling campaign was completed to provide representative samples for metallurgical testing. The metallurgical test work completed by an independent third party consisted of lab scale CIL bottle roll tests conducted on a total of 8 bulk composites derived from mineralized drill core increments from the metallurgical drilling campaign. The composites were selected to represent variations in lithological domains, oxidation states, visually logged carbon and gold grade. Overall weighted average gold recoveries of 87% were achieved for the Esaase deposit. These results support past test work and are in-line with metallurgical recoveries previously assigned to the Esaase deposit.
b) Restructuring of the AGM's workforce
In light of the changing nature of operations at the AGM, the JV completed a process of right sizing its workforce. Severance notifications were issued during Q1 2022 and personnel required as operations move forward were retained with new employment contracts. Despite upfront severance costs associated with the restructuring, management expects to realize longer-term cost savings and a more streamlined and efficient operation going forward. For the year ended December 31, 2022, the AGM realized labour cost savings of $9.7 million resulting from the workforce restructuring. Following the strong financial and operational performance of the AGM in 2022, the AGM had settled all outstanding obligations relating to the workforce restructuring as of December 31, 2022.
c) Changes to Board and Management
Marcel De Groot and Shawn Wallace did not stand for re-election at the Company’s Annual General Meeting, and Greg Martin, former Chief Financial Officer (“CFO”) of SSR Mining Inc. (“SSR Mining”), was elected as director effective June 2, 2022. Mr. Martin has over 20 years of mining experience, most recently as Executive Vice President and CFO of SSR Mining, and holds an MBA from the University of Western Ontario and is a designated CPA, CGA.
On March 23, 2022, the Company announced that Fausto Di Trapani had stepped down as CFO of the Company to pursue another opportunity. Mr. Di Trapani departed the Company on April 14, 2022, following which Matt Freeman was appointed as CFO, in line with the Company's succession plan.
On August 4, 2022, Chris Pettman joined the Company as Vice President Exploration. Mr. Pettman has over 15 years of exploration experience in a wide variety of geologic settings and deposit types. Most recently he worked as Exploration Manager, Canada for Rio Tinto and previously as Chief Geoscientist at Chinalco Rio Tinto Exploration.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
2.3 Financial and operating highlights
| Three months ended December 31, | Year ended December 31, | |||||||||||
| (All amounts in 000's of US dollars, unless otherwise stated) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Galiano Gold Inc. | ||||||||||||
| Net income (loss) after tax | 28,500 | (91,033 | ) | 40,809 | (68,883 | ) | ||||||
| Adjusted net (loss) income after tax1 | (6,010 | ) | (14,478 | ) | 6,299 | 7,672 | ||||||
| Adjusted EBITDA1 | 8,169 | 344 | 28,827 | 28,498 | ||||||||
| Cash and cash equivalents | 56,111 | 53,521 | 56,111 | 53,521 | ||||||||
| Asanko Gold Mine (100% basis) | ||||||||||||
| Financial results | ||||||||||||
| Revenue | 57,808 | 91,075 | 297,136 | 382,380 | ||||||||
| Income (loss) from mine operations | 19,167 | (8,949 | ) | 71,653 | 58,026 | |||||||
| Net income (loss) after tax | 83,712 | (164,575 | ) | 103,223 | (114,472 | ) | ||||||
| Adjusted net income (loss) after tax1 | 19,627 | (11,411 | ) | 58,058 | 38,692 | |||||||
| Adjusted EBITDA1 | 22,810 | 1,595 | 79,248 | 76,712 | ||||||||
| Cash and cash equivalents | 91,271 | 49,211 | 91,271 | 49,211 | ||||||||
| Cash generated from operating activities | 11,135 | 13,953 | 75,479 | 86,602 | ||||||||
| Free cash flow1 | 5,528 | (3,617 | ) | 43,780 | 25,921 | |||||||
| AISC margin1 | 16,930 | 11,917 | 70,664 | 72,602 | ||||||||
| Key mine performance data | ||||||||||||
| Gold produced (ounces) | 34,090 | 50,278 | 170,342 | 210,241 | ||||||||
| Gold sold (ounces) | 34,202 | 51,368 | 167,849 | 216,076 | ||||||||
| Average realized gold price ($/oz) | 1,686 | 1,771 | 1,767 | 1,767 | ||||||||
| Total cash costs ($ per gold ounce sold)1 | 1,031 | 1,257 | 1,157 | 1,177 | ||||||||
| All-in sustaining costs ($ per gold ounce sold)1 | 1,191 | 1,539 | 1,346 | 1,431 | ||||||||
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
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 to positively support 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 JV's mines.
The Company implements its sustainability strategy with a focus on four key areas: (1) protecting human rights; (2) 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. For further details on the Company's sustainability strategy, refer to the Company's 2021 Sustainability Report published on August 23, 2022 and which is available on the Company's website at www.galianogold.com. The 2021 Sustainability Report was also distributed to local and national stakeholders in Ghana.
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.
In October 2021, the Canadian Securities Administrators ("CSA") published proposed climate-related disclosure rules, the foundation of which are aligned with the Task Force for Climate-Related Financial Disclosure ("TCFD") recommendations. The CSA is currently reviewing comment letters received on its proposed climate-related disclosure rules, as well as analyzing key differences between its proposed rules and those of the SEC.
Governance
The foundation of the Company’s sustainability strategy starts with strong governance. The Company has established a Corporate Governance and Nominating Committee (“CGNC”) comprised of independent non-executive directors who meet in accordance with the CGNC mandate with senior management of the Company. The CGNC’s mandate includes, among other things, monitoring legislation, regulatory policies and industry best practices dealing with corporate governance and, from time to time as it deems appropriate, review and reassess the adequacy of the Company’s corporate governance principles and practices and recommend any proposed changes to the Board.
The Company has also established a Sustainability Committee comprised of independent non-executive directors who meet on a quarterly basis with senior management of the Company and the JV to review performance against a basket of key performance indicators and to provide oversight of the Company’s sustainability management and initiatives. A quarterly assessment is also performed by the Sustainability Committee to confirm, among other things: monitoring of current trends and emerging sustainability issues; compliance with the Company’s sustainability policies; development of short and long-term targets and standards to adhere to occupational health and safety, human rights, environmental and sustainability principles; and monitoring of climate-related risks and opportunities.
Senior management of the Company are actively involved in the day-to-day implementation and management of the Company's ESG strategies, including examining the sustainability-related risks and opportunities facing the business.
Risk Management
Galiano faces potential risks and uncertainties that can significantly impact our business, including competitive, economic, political, legal, regulatory, social, and financial risks. We diligently work to reduce our exposure to material risks involved in the achievement of our business objectives by employing a systematic approach to identify, assess, mitigate, review, and manage these risks. Galiano’s Enterprise-Wide Risk Assessment methodology includes a matrix of both real and hypothetical risks, a heat map of ongoing top ten risks, ranking scales of likelihood and potential consequence, in addition to an incident classification system by gross and net (after implementation of controls to measure effectiveness) impacts, and appropriate risk responses. Risk owners (departments and/or executive positions) are also assigned to ensure the adoption of direct responsibility and accountability.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Our Enterprise-Wide Risk Assessment process incorporates a review of operational, health safety, environmental, and social (including human rights) risks, business unit risks as well as interactions with public officials. Our corporate risk register consolidates all risks considered to be significant and is updated regularly to support continuous review, improvement, and planning processes. A thorough assessment of all risks is integrated into our regular planning and decision-making processes. Any concerns are reported to senior management and the Board of Directors on a quarterly basis, while anything deemed critical is communicated to risk owners and the Board as soon as possible.
During 2023, a Climate-Related Financial Disclosure assessment is being undertaken, in alignment with the TCFD recommendations. Subsequent to the completion of this assessment, the Company will provide its process for identifying and assessing climate-related risks and how management will go about addressing climate-related risks. The Company will also describe how processes for identifying, assessing, and managing climate-related risks are integrated into the Company’s Enterprise-Wide Risk Assessment process.
Climate Change Strategy
Upon completion of the Climate-Related Financial Disclosure assessment mentioned above, the Company in future periods will disclose the actual and potential impacts of climate-related risks and opportunities on the Company's business, strategy, and financial planning where such information is material. This will include describing the climate-related risks and opportunities the Company has identified over the short, medium, and long-term. It will also include describing the impacts of climate-related risks and opportunities on the Company's businesses and describe climate-related scenarios, including a 2 degree or lower scenario and, where relevant to the Company, scenarios consistent with increased physical climate-related risks.
Metrics and Targets
The Company will disclose metrics to assess climate-related risks and opportunities in line with its strategy and risk management process. This will include Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas emissions, and the related risks. In addition, the Company will describe the targets used to manage climate-related risks and opportunities and performance against targets. This will be completed in future periods, post completion of the Climate-Related Financial Disclosure assessment.
Current ESG Initiatives
Galiano completed an independent human rights impact assessment in 2021 and the results of this study indicated that the Company is applying appropriate governance, monitoring systems, and mitigation measures to protect its employees, contractors and stakeholder communities. Recommendations on alignment with evolving international best practices are currently being implemented by the Company at the AGM and corporate levels.
The Company receives detailed bi-annual feedback from its independent tailings review panel on international best practices and risk mitigation with respect to the AGM’s TSF. This panel includes renowned experts in geochemistry, hydrology and geotechnical and geological engineering and compliments the existing managerial and technical skill sets at the AGM, Galiano, as well as the contracted Engineer-of-Record to oversee the TSF. The independent tailings review panel visits the AGM at least once annually. In addition, the Company is supporting its JV partner’s initiative to implement the Global Industry Standard on Tailings Management at the AGM by 2025.
Work continues on advancing the JV's Climate Change Vulnerability Risk Assessment ("CCVRA") including implementing recommendations from the CCVRA and finalizing efficiency initiatives as a result of a 2021 energy audit.
The AGM continues to be fully certified by the International Cyanide Management Code ("ICMC" or "Cyanide Code"). The AGM has aligned its approach to cyanide management at all operations with the Cyanide Code, which is recognized as an international best practice. Furthermore, the AGM has fully integrated the Cyanide Code principles and standards of practice into its health, safety and environmental management systems to protect human health and reduce the potential for environmental impacts. This ICMC certification reflects the Company's ongoing commitment to adhering to international mining industry best practices.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
3. Guidance and outlook
3.1 2022 Guidance for the AGM JV (100% basis)
During the year ended December 31, 2022, the AGM produced 170,342 ounces of gold, achieving the upper end of revised production guidance of 160,000 to 170,000 ounces of gold (originally 100,000-120,000 ounces, revised upwards to 140,000-160,000 ounces in Q2 2022 and revised upwards again to 160,000-170,000 ounces in Q3 2022). After mining concluded at Esaase and Akwasiso in May 2022 and July 2022, respectively, the AGM continued to operate at full capacity by drawing down on existing stockpiles. As of December 31, 2022, the AGM had 7.2Mt of stockpiles remaining at 0.67 g/t gold.
During 2022, the AGM generated operating cash flows of $104.9 million, before explorations costs, non-recurring working capital items related to winding down mining operations and payment of the Company's service fee as operator of the JV (originally forecast at $10 million and revised upwards to $60 million in Q2 2022 and revised upwards again to $90 million in Q3 2022). The improvement in cash flows from plan was primarily due to higher gold production.
Forecast sustaining capital expenditure was $13 million (originally $22 million and revised to $17 million in Q2 2022) with actual spend of $11.0 due to a change in timing of non-critical capital projects. Sustaining capital included $4.2 million for Nkran and Esaase infill drilling and metallurgical recovery test work and $4.7 million for a TSF lift.
Forecast development capital was $6 million (revised from $8 million as of Q3 2022) with actual spend of $3.3 million due to a change in timing of pre-mining activities at Abore. Exploration expenditures were $13.3 million in 2022 (compared to forecast of $15 million) and related to drilling of the Greater Midras, Abore and Miradani trends and assessing the underground potential at Nkran.
3.2 2023 Guidance for the AGM JV (100% basis)
The Company has provided preliminary guidance for 2023 based on the Independent FS, which may be adjusted in the near term as the short-term stockpile processing plan and profile of capital spend is refined and the required JV approvals are obtained. The AGM is expected to produce between 100,000-120,000 ounces at AISC1 between $1,900/oz and $1,975/oz. AISC1 is anticipated to be elevated in 2023 primarily due to waste stripping necessary to restart mining at Abore, which will benefit future years production, as well as higher expenditures on the TSF.
It is expected that $38 million of sustaining capital expenditures will be spent on the TSF Stage 7 expansion, plant infrastructure and water management in 2023. Additionally, development capital of $24 million is expected to be spent on Abore and Miradani North site establishments.
For 2023, the exploration budget at the AGM is estimated at $15 million, which includes approximately 40,000 metres of drilling, as well as ground geophysics, trenching, soil sampling and regional mapping. The 2023 exploration program is focused on targeting discoveries on underexplored greenfield areas of the AGM tenements, as well as increasing the Mineral Reserve and Mineral Resources at the known deposits.
Despite the capital-intensive year, the AGM is expected to break even in terms of cash flow, assuming production achieves the top end of guidance at prevailing metal prices. The investment in 2023 will provide a solid foundation for the next phase of the operation.
1 See "8. Non-IFRS measures"
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
4. Results of the AGM
All results of the AGM in this section are on a 100% basis, unless otherwise noted. The Company's attributable equity interest in the AGM is 45%.
4.1 Operating performance
The following table and subsequent discussion provide a summary of the operating performance of the AGM (on a 100% basis) for the three months and years ended December 31, 2022 and 2021, unless otherwise noted.
| Three months ended December 31, | Year ended December 31, | |||||||||||
| Key mine performance data of the AGM (100% basis) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Mining | ||||||||||||
| Ore tonnes mined (000 t) | - | 1,623 | 1,894 | 6,261 | ||||||||
| Waste tonnes mined (000 t) | - | 8,752 | 6,706 | 37,394 | ||||||||
| Total tonnes mined (000 t) | - | 10,375 | 8,600 | 43,655 | ||||||||
| Strip ratio (W:O) | - | 5.4 | 3.5 | 6.0 | ||||||||
| Average gold grade mined (g/t) | - | 1.2 | 1.6 | 1.3 | ||||||||
| Mining cost ($/t mined) | - | 3.75 | 6.46 | 3.34 | ||||||||
| Ore transportation | ||||||||||||
| Ore transportation from Esaase (000 t) | 503 | 1,264 | 3,414 | 4,668 | ||||||||
| Ore transportation cost ($/t trucked) | 6.19 | 6.13 | 6.12 | 6.15 | ||||||||
| Processing | ||||||||||||
| Tonnes milled (000 t) | 1,518 | 1,472 | 5,829 | 5,933 | ||||||||
| Average mill head grade (g/t) | 0.8 | 1.2 | 1.1 | 1.2 | ||||||||
| Average recovery rate (%)2 | 80% | 91% | 80% | 93% | ||||||||
| Processing cost ($/t milled) | 10.06 | 10.07 | 10.09 | 9.98 | ||||||||
| G&A costs ($/t milled)3 | 4.20 | 5.86 | 5.16 | 6.46 | ||||||||
| Gold produced (ounces) | 34,090 | 50,278 | 170,342 | 210,241 | ||||||||
| Gold sold (ounces) | 34,202 | 51,368 | 167,849 | 216,076 | ||||||||
| All-in sustaining costs1 | ||||||||||||
| All-in sustaining costs ($ per gold ounce sold)1 | 1,191 | 1,539 | 1,346 | 1,431 | ||||||||
| All-in sustaining margin ($ per gold ounce sold)1 | 495 | 232 | 421 | 336 | ||||||||
2 Refer to the Company's news releases dated February 25th, July 8th and September 29, 2022.
3 Excludes severance costs and Galiano's service fee.
a) Health and Safety
There were no LTIs nor TRIs reported during the quarter and the 12-month rolling LTI and TRI frequency rates were 0.00 and 0.15 per million employee hours worked, respectively.
On February 6, 2023, the Company reported that two contractors had been fatally injured following an incident near the TSF (see news release “Galiano Gold Reports Double Fatality at its Asanko Gold Mine”). The Company continues to work alongside its contractor to ensure everyone impacted by the incident is provided the required support and counseling needed. Efforts are underway to further reinforce the Company’s sustained commitment to Zero Harm and industry best practices in safety culture.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
b) Mining
As previously communicated, the AGM processed material from existing stockpiles during the quarter and as such there was no mining activity. The AGM did incur $3.2 million of rehandle and mining overhead costs during the quarter.
c) Transportation
During the quarter, 503,000 tonnes of material was trucked from Esaase to the processing plant, compared to 1.3 Mt in Q4 2021. The reduction in tonnes trucked and accordingly transportation costs was due to the processing of existing stockpiles residing near the processing plant in Q4 2022.
d) Processing
The AGM produced 34,090 ounces of gold during Q4 2022, as the processing plant achieved milling throughput of 1.5 Mt of material at a grade of 0.8 g/t with metallurgical recovery averaging 80%. Recovery was lower than prior years due primarily to processing lower grade stockpiles.
During Q4 2022, the AGM processed 1.5 Mt of low grade stockpiled material that has no accounting book value, and as such had no mining cost attributed to it. Stockpiled material fed to the processing plant during the quarter yielded ounces that again exceeded expectations, resulting in the AGM achieving the upper end of production guidance for the year. The nature of stockpiled material, however, can result in highly variably grades; therefore, the current quarter performance may not be indicative of future performance.
Processing cost per tonne for Q4 2022 was $10.06 comparable to processing cost per tonne of $10.07 in Q4 2021. During the quarter, the AGM continued to experience inflationary pressures resulting in higher costs for key reagents, consumables and electricity ($1.8 million increase). This was offset by lower labour costs ($0.9 million decrease from Q4 2021), resulting from the restructuring of the AGM's workforce, and lower maintenance costs ($0.9 million decrease).
e) Total cash costs and AISC
For the three months and the year ended December 31, 2022, total cash costs per ounce1 were $1,031 and $1,157, respectively, compared to the three months and the year ended December 31, 2021 of $1,257 and $1,177, respectively. Although gold sales volumes decreased by 33% in Q4 2022, total cash costs per ounce1 were lower in Q4 2022 compared to Q4 2021 as a result of lower mining contractor costs and the processing of material that had no carrying value for accounting purposes. In addition, labour costs were lower in Q4 2022 ($2.6 million decrease) as a result of the AGM's workforce restructuring completed in Q1 2022 and ore transportation costs were $4.7 million lower due to fewer tonnes trucked from Esaase. These factors were partly offset by general inflationary pressures on key reagents, electricity and other consumables.
Relative to Q3 2022, total cash costs per ounce1 were higher in Q4 2022, increasing by 3% from $1,001 to $1,031. The increase in total cash costs per ounce1 was due to lower gold ounces sold in Q4 2022, which was partly offset by lower mining contractor costs and the processing of material that had no carrying value for accounting purposes.
For the three months and the year ended December 31, 2022, AlSC1 for the AGM amounted to $1,191/oz and $1,346/oz, respectively, compared to AISC1 of $1,539/oz and $1,431/oz, respectively, for the three months and year ended December 31, 2021. The decrease in AlSC1 from Q4 2021 to Q4 2022 was predominantly due to the decrease in total cash costs per ounce1 mentioned above and lower sustaining lease payments ($78/oz decrease) related to the temporary cessation of mining at the end of Q2 2022. General and administrative ("G&A") expenses were also $28/oz lower in Q4 2022 relative to Q4 2021 as a result of the AGM restructuring its workforce.
Relative to Q3 2022, AlSC1 was largely unchanged in Q4 2022, increasing by 1% from $1,178/oz to $1,191/oz. The increase in AISC1 was primarily due to the increase in total cash costs per ounce1 mentioned above. In addition, sustaining lease payments were $80/oz higher Q3 2022 in support of mining activities at Akwasiso, which was partly offset by higher sustaining capital expenditures in Q4 2022 related to a TSF lift ($65/oz increase).
For the three months and the year ended December 31, 2022, the AGM incurred non-sustaining capital and exploration expenditures (net of changes in payables) of $3.0 million and $16.8 million, respectively, compared to $7.2 million and $27.6 million, respectively, during the comparative periods in 2021. Non-sustaining capital expenditures during Q4 2022 amounted to $1.8 million and related primarily to formulating the AGM's new LOM plan and early works at Abore, while $1.2 million of non-sustaining exploration expenditures primarily related to Miradani Central drilling and Nkran South extension drilling, as well as work towards a ground geophysics survey.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
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 each deposit to improve the mineral resource estimate and to assess the broader potential of each deposit.
-
Nkran Cut 3 – the Nkran pit is located immediately adjacent to the processing plant. The JV completed an infill drill program during Q2 2022 with 24 holes drilled totaling 8,116m. The results of this drilling campaign were incorporated into the AGM’s Independent FS, which saw a 14% increase in Indicated and 118% increase in Inferred mineral resource ounces compared to the February 28, 2022 resource estimates.
-
Nkran South - the first phase of an exploration drilling program was commenced at Nkran South Extension with the aim of converting inferred material to indicated between the current Nkran Cut 3 reserve shell and the $1,800/oz resource shell, as well as test for new mineralization along the southern margin of the deposit. This initial phase consists of a planned 15 holes totaling 6,000m and will be drilled as part of 8 vertical fences spaced approximately 35m apart immediately along strike to the south of the current Nkran reserve shell. As of December 31, 2022, 1 hole totaling 597m has been completed with 2 additional holes in progress. Logging and sampling of the completed hole is underway, and interpretation of results will follow. No assays from this drilling have yet been received.
-
Nkran Deep Directional Drilling - the JV has completed phase 1 of a deep directional drill program in Q3 2022 to explore the underground potential at the Nkran deposit. During the year 6,083m was drilled from 2 pilot holes yielding 8 directional (daughter) holes.
Drilling highlights at Nkran Deeps reported during the quarter included (refer to the Company's news release dated September 8, 2022 for additional details on the drilling results, including data verification and quality assurance and quality control measures):
- Hole NKDD22-090W1: 14 meters @ 4.56 g/t gold from 518.6m including 4 meters @ 9.48 g/t gold from 528.8m, 4 meters @ 4.77 g/t gold from 581m and 2 meters @ 37.57 g/t gold from 625m
- Hole NKDD22-090W2: 7 meters @ 7.03 g/t gold from 379m, 5 meters @ 4.18 g/t gold from 431m and 6 meters @ 7.25 g/t gold from 480m
- Hole NKDD22-090W3: 6 meters @ 6.99 g/t gold from 474m
- Hole NKDD22-090W4: 8 meters @ 5.19 g/t gold from 298m
- Hole NKDD22-077W1: 4.5 meters @ 7.28 g/t gold from 376.3m
- Hole NKDD22-077W2: 6 metres @ 7.25 g/t gold from 480m
Mineralization appears to be open in all directions, including the zone above this mineralization and below the bottom extents of previous infill resource drilling. Several mineralized intercepts indicate grades and widths that may be amenable to underground mining. Geotechnical work is ongoing to assess the feasibility of underground mining, the results of which will impact any further drilling being contemplated.
-
Esaase – the JV completed an infill drill program to enhance the understanding of the mineral resource and convert inferred category mineral resources into the measured and indicated category. During the year, 68 holes were drilled for 11,579m. The results of this drilling campaign were incorporated into the AGM’s Independent FS, which saw a 35% increase in Measured and Indicated and 925% increase in Inferred mineral resource ounces compared to the February 28, 2022 resource estimates.
-
Abore – the JV completed an infill drill program to enhance the understanding of the mineral resource and convert inferred category mineral resources into the measured and indicated category. During the year, 89 holes were drilled totaling 15,933m. The results of this drilling campaign were incorporated into the AGM’s Independent FS, which saw a 35% increase in Measured and Indicated mineral resource ounces compared to the February 28, 2022 resource estimates.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
-
Miradani North – located 10km south-west of the processing plant. The JV completed a low angle drill program targeting the conversion of near surface inferred resources to the measured and indicated category. The drill program was completed in Q3 2022. During the year, 19 holes were drilled for 4,141m. The results of this drilling campaign were incorporated into the AGM’s Independent FS, which saw a 20% increase in Indicated mineral resource ounces compared to the February 28, 2022 resource estimates.
-
Midras South – located 5km southwest of the processing plant. Similar in character to Esaase and Kaniago West, mineralization at Midras South is developed within a package of deformed sandstone, siltstone and phyllite. During the year, 74 holes were drilled for 8,668m along the South Extension, Takorase and West trends. The results of the 2022 drilling campaigns were included in the 2023 Technical Report and a maiden Inferred mineral resource estimate was reported for Midras South with 5.4Mt at 1.32 g/t for 232,000 ounces contained gold.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
4.3 Financial results of the AGM
The following table presents excerpts of the financial results of the JV for the three months and years ended December 31, 2022 and 2021. These results are presented on a 100% basis.
Three months and years ended December 31, 2022 and 2021
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Revenue | 57,808 | 91,075 | 297,136 | 382,380 | ||||||||
| Cost of sales: | ||||||||||||
| Production costs | (32,518 | ) | (78,218 | ) | (179,849 | ) | (255,058 | ) | ||||
| Depreciation and depletion | (3,222 | ) | (17,252 | ) | (30,767 | ) | (50,177 | ) | ||||
| Royalties | (2,901 | ) | (4,554 | ) | (14,867 | ) | (19,119 | ) | ||||
| Income (loss) from mine operations | 19,167 | (8,949 | ) | 71,653 | 58,026 | |||||||
| Impairment reversal (loss) on MPP&E | 63,200 | (153,164 | ) | 63,200 | (153,164 | ) | ||||||
| Exploration and evaluation expenditures | (1,188 | ) | (1,740 | ) | (10,536 | ) | (10,521 | ) | ||||
| General and administrative expenses | 504 | (2,009 | ) | (20,753 | ) | (9,576 | ) | |||||
| Income (loss) from operations | 81,683 | (165,862 | ) | 103,564 | (115,235 | ) | ||||||
| Finance expense | (1,036 | ) | (652 | ) | (6,471 | ) | (2,908 | ) | ||||
| Finance income | 567 | 107 | 801 | 275 | ||||||||
| Foreign exchange gain | 2,498 | 1,832 | 5,329 | 3,396 | ||||||||
| Net income (loss) after tax for the period | 83,712 | (164,575 | ) | 103,223 | (114,472 | ) | ||||||
| Adjusted net income (loss) after tax for the period1 | 19,627 | (11,411 | ) | 58,058 | 38,692 | |||||||
| Average realized price per gold ounce sold ($) | 1,686 | 1,771 | 1,767 | 1,767 | ||||||||
| Average London PM fix ($/oz) | 1,726 | 1,795 | 1,800 | 1,799 | ||||||||
| Gold sold (ounces) | 34,202 | 51,368 | 167,849 | 216,076 | ||||||||
1 Non-IFRS measure. Adjusted net income as presented in the table was derived by adjusting net income of the AGM for the year ended December 31, 2022 by the impairment reversal on MPP&E and by the $18.0 million severance provision associated with restructuring the AGM's workforce. For the year ended December 31, 2021, adjusted net income (loss) was derived by adjusting the net loss of the AGM by the amount of the impairment on MPP&E.
a) Revenue
During Q4 2022, the AGM sold 34,202 ounces of gold at an average realized gold price of $1,686/oz for total revenue of $57.8 million (including $0.1 million of by-product silver revenue). During Q4 2021, the AGM sold 51,368 ounces of gold at an average realized gold price of $1,771/oz for total revenue of $91.1 million (including $0.1 million of by-product silver revenue). The decrease in revenue quarter-on-quarter was a function of a 33% reduction in sales volumes and a 5% decrease in realized gold prices relative to Q4 2021.
During the year ended December 31, 2022, the AGM sold 167,849 ounces of gold at an average realized gold price of $1,767/oz for total revenue of $297.1 million (including $0.6 million of by-product silver revenue). During the comparative period of 2021, the AGM sold 216,076 ounces of gold at an average realized gold price of $1,767/oz for total revenue of $382.4 million (including $0.6 million of by-product silver revenue). The decrease in revenue year-on-year was a function of a 22% reduction in sales volumes.
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 December 31, 2022, 1,467,105 gold ounces have been delivered to Red Kite under the Offtake Agreement (December 31, 2021 – 1,299,256 gold ounces delivered).
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
During the three months ended December 31, 2022, the AGM sold a portion of its production to the Bank of Ghana under the country’s gold buying program. Gold sales made to the Bank of Ghana were under renewed commercial terms. As agreed with Red Kite, gold ounces sold to the Bank of Ghana in 2022 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 months and year ended December 31, 2022, the AGM incurred production costs of $32.5 million and $179.8 million, respectively, compared to $78.2 million and $255.1 million in the comparative periods of 2021.
Production costs were lower in Q4 2022 primarily due to 33% fewer gold ounces sold and processing material that had no carrying value for accounting purposes. Additionally, labour costs were lower in Q4 2022 resulting from the rationalization of the AGM's workforce completed in Q1 2022 ($2.6 million decrease). These factors were partly offset by inflationary pressures on key reagents, electricity and other consumables as previously discussed.
Production costs were lower in 2022 due to 22% fewer gold ounces sold than the comparative period in 2021. Additionally, ore transportation costs from Esaase were $7.8 million lower in 2022 and labour costs were also lower resulting from the rationalization of the AGM's workforce completed in Q1 2022 ($9.7 million decrease). Production costs in 2022 also benefitted from a positive net realizable value ("NRV") adjustment on stockpile inventory (resulting primarily from higher estimated recoveries on Esaase material) of which $11.0 million was credited to production costs, whereas in 2021 a downward NRV adjustment was recorded of which $19.6 million was recorded as production costs.
During the current year, the JV did not capitalize any stripping costs to depletable mineral interests (three months and year ended December 31, 2021 - $nil and $7.1 million, respectively).
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; additionally, the AGM's Esaase concession is also subject to a 0.5% net smelter return royalty payable to the Bonte Liquidation Committee, both of which are presented in production costs. Royalties payable to the Government of Ghana are presented as a component of cost of sales and amounted to $2.9 million and $14.9 million for the three months and year ended December 31, 2022, respectively (three months and year ended December 31, 2021 - $4.6 million and $19.1 million, respectively). Royalty expense was lower in 2022 due to lower revenues.
c) Depreciation and depletion
Depreciation and depletion on mineral properties, plant and equipment ("MPP&E") recognized during Q4 2022 was $3.2 million compared to $17.3 million for Q4 2021. Depreciation and depletion expense on MPP&E decreased from Q4 2021 to Q4 2022 primarily due to processing existing stockpiles that had no carrying value for accounting purposes. Furthermore, depreciation expense on capitalized leases was $4.4 million lower in Q4 2022 due to the temporary cessation of mining at the end of Q2 2022.
Depreciation and depletion on MPP&E recognized during the year ended December 31, 2022 was $30.8 million compared to $50.2 million for 2021. Depreciation and depletion expense was lower in 2022 due to the processing of material that had no accounting value as mentioned above and a reduction in the cost base of depreciable assets due to the impairment recorded on MPP&E at December 31, 2021. Depreciation expense on capitalized leases was also lower by $7.0 million in 2022 due to the temporary cessation of mining at the end of Q2 2022. Depreciation expense in 2022 also benefitted from a positive NRV adjustment on stockpile inventory (as discussed above) of which $4.3 million was credited to depreciation expense.
d) Impairment reversal (loss) on MPP&E
On February 25, 2022, the Company announced that gold recoveries at the AGM had been lower than expected. The Company determined the AGM was not in a position to declare mineral reserves at such time. As of December 31, 2021, these factors were considered to be an indicator of impairment of the AGM’s MPP&E and, accordingly, a $153.2 million impairment charge on MPP&E was recorded by the AGM.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
On September 29, 2022, the Company announced that independent metallurgical test work conducted on the Esaase deposit achieved weighted average recoveries that were in-line with metallurgical recoveries previously assigned to the Esaase deposit. Positive results from the metallurgical test work were included in the Independent FS. On February 22, 2023, the Company reported the results of the Independent FS, which included the reinstatement of mineral reserves at the AGM effective December 31, 2022, and the 2023 Technical Report was filed on March 28, 2023.
The Company considered the positive results received from the Esaase metallurgical test work and reinstatement of mineral reserves at the AGM as of December 31, 2022 to be indicators that the 2021 impairment may have decreased or no longer exists. Accordingly, the Company assessed the recoverable amount of the AGM cash-generating unit (“CGU”), which was based on the higher of management’s estimates of the fair value less cost to sell (“FVLCS”) and value-in-use. The FVLCS was estimated based on the AGM’s discounted LOM cash flow projections, fair value of mineral resources beyond proven and probable reserves and estimated costs to sell.
The recoverable amount of the AGM CGU (on a 100% basis) was estimated to be $171.0 million compared to a carrying value of $107.8 million at December 31, 2022. Accordingly, an impairment reversal on MPP&E of $63.2 million was recognized at the AGM for the year ended December 31, 2022. Refer to note 9(iv) of the Company's consolidated annual financial statements for the years ended December 31, 2022 and 2021 for the significant assumptions and judgements applied by management in estimating the recoverable amount of the AGM CGU.
e) Exploration and evaluation (“E&E”) expenditures
During the three months and year ended December 31, 2022, the AGM incurred E&E expense of $1.2 million and $10.5 million, respectively, (see 4.2 “Exploration update”) compared to $1.7 million and $10.5 million of E&E expenses in the comparative periods of 2021, respectively. E&E expenses in 2022 related to drilling campaigns at Midras South and Miradani North as well as deep directional drilling at Nkran to explore its underground potential.
f) G&A expenses
During the three months and year ended December 31, 2022, the AGM incurred a credit of $0.5 million and an expense of $20.8 million related to G&A, respectively, compared to expenses of $2.0 million and $9.6 million, respectively, in the comparative periods of 2021. The lower G&A expense in Q4 2022 was due to actual severance payouts associated with the AGM's workforce restructuring being less than previous estimates resulting in the reversal of a portion of severance provisions.
The increase in G&A expense during the year ended December 31, 2022 relative to the comparative period was due to accrued severance and redundancy costs related to the AGM rationalizing its workforce in Q1 2022 ($18.0 million increase), which was partly offset by lower realized labour costs in 2022 as part of the restructuring and higher consulting costs incurred in 2021.
g) Finance expense
Finance expense for the year ended December 31, 2022 was higher than the comparative periods in 2021 due to a provision related to a regulatory audit. During the year ended December 31, 2022, the Ghana Revenue Authority (“GRA”) conducted a regulatory audit of Asanko Gold Ghana Ltd.’s (“AGGL”) 2016 to 2020 fiscal years and raised a variety of matters for consideration. For 2022, the AGM recorded a $3.1 million expense related to the GRA’s audit findings with respect to the interpretation of withholding tax obligations pursuant to the Offtake Agreement.
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. A provision of $2.0 million has been recorded as of December 31, 2022 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.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
4.4 Cash flow results of the AGM
The following table provides a summary of cash flows for the AGM on a 100% basis for the three months and years ended December 31, 2022 and 2021:
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Cash provided by (used in): | ||||||||||||
| Operating activities | 11,135 | 13,953 | 75,479 | 86,602 | ||||||||
| Investing activities | (5,099 | ) | (12,779 | ) | (16,452 | ) | (45,891 | ) | ||||
| Financing activities | (531 | ) | (4,879 | ) | (15,590 | ) | (55,522 | ) | ||||
| Impact of foreign exchange on cash and cash equivalents | (36 | ) | (70 | ) | (1,377 | ) | (232 | ) | ||||
| Increase (decrease) in cash and cash equivalents during the period | 5,469 | (3,775 | ) | 42,060 | (15,043 | ) | ||||||
| Cash and cash equivalents, beginning of period | 85,802 | 52,986 | 49,211 | 64,254 | ||||||||
| Cash and cash equivalents, end of period | 91,271 | 49,211 | 91,271 | 49,211 | ||||||||
a) Cash flows from operating activities
During Q4 2022, the AGM generated cash flows from operations of $11.1 million due to strong AISC margins1 of $495/oz.
Operating cash flows in Q4 2022 were lower than Q4 2021 as improved AISC margins1 in the current period were offset by a $7.6 million net working capital outflow compared to Q4 2021.
During the year ended December 31, 2022, the AGM generated cash flows from operations of $75.5 million due to strong AISC margins1 of $421/oz and a $3.9 million net working capital inflow.
The decrease in operating cash flows for the year ended December 31, 2022 relative to the comparative period was primarily due to a $5.8 million decrease in the JV's operating income (excluding depreciation) resulting from fewer gold ounces sold, and payment of severance costs ($18.0 million) associated with the AGM's workforce restructuring. These factors were partly offset by a $9.0 million decrease in net working capital in 2022 compared to 2021.
b) Cash used in investing activities
During Q4 2022, the AGM invested $5.7 million in additions to MPP&E and earned $0.6 million of interest on cash balances. Total cash expenditure on MPP&E during the quarter included $3.9 million in sustaining capital related primarily to raising the height of the TSF. Development capital expenditure was $1.8 million in Q4 2022 and related primarily to early works at Abore and costs associated with developing the AGM's new LOM plan.
The decrease in cash flows invested in MPP&E from Q4 2021 to Q4 2022 was primarily due to: lower deferred stripping costs ($0.8 million decrease); lower sustaining capital expenditures ($2.7 million decrease) as the prior period included higher costs related to raising the height of the TSF; and lower development capital ($3.7 million decrease) as the prior period contained costs related to the Tetrem village relocation near the Esaase deposit.
During the year ended December 31, 2022, the AGM invested $17.2 million in additions to MPP&E and earned $0.8 million of interest on cash balances. Total cash expenditure on MPP&E during 2022 included $11.0 million in sustaining capital related primarily to infill drilling at Nkran Cut 3, infill and metallurgical drilling at Esaase and raising the height of the TSF. Development capital expenditure was $6.2 million in 2022 and related primarily to Abore infill drilling, the AGM's feasibility study and local community relocation costs.
The decrease in cash flows invested in MPP&E from 2021 to 2022 was primarily due to: lower deferred stripping costs ($9.4 million decrease); lower sustaining capital expenditures ($8.5 million decrease) as the prior period included higher costs related to raising the height of the TSF; and lower development capital expenditure ($10.9 million decrease) as the prior period included costs to construct the Tetrem village relocation and water treatment plants.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
c) Cash used in financing activities
During Q4 2022, $0.5 million of cash used in financing activities related primarily to lease payments on the JV's ore transportation lease agreements. This compares to $4.9 million of cash used in financing activities in Q4 2021, which related to lease payments on the JV's services and mining contractor lease agreements. The decrease in cash used in financing activities in Q4 2022 was due to the temporary cessation of mining activities at the end of Q2 2022 which meant no mining contractor payments were needed and that material was only transported from Esaase for one month of Q4 2022 compared to the full Q4 of 2021.
During the year ended December 31, 2022, $15.6 million of cash used in financing activities related primarily to lease payments on the JV's services and mining contractor lease agreements. During the comparative period of 2021, cash used in financing activities of $55.5 million included $30.7 million of principal and interest payments on the revolving credit facility ("RCF"), preferred share distributions to the JV partners totaling $10.0 million and $14.8 million in lease payments.
d) Liquidity position
In October 2019, the JV entered into a $30.0 million RCF with Rand Merchant Bank. During the period, the maturity date of the RCF was extended, on an uncommitted basis, to September 30, 2023 (with utilization subject to credit review) and the AGM will pay a facility maintenance fee of 0.70% per annum. As at December 31, 2022, the balance drawn under the RCF was nil (December 31, 2021 – nil).
As at December 31, 2022, the JV held cash and cash equivalents of $91.3 million, $3.6 million in gold on hand and $2.7 million in receivables from gold sales. This compares to December 31, 2021 when the JV held $49.2 million in cash and cash equivalents, $13.6 million in receivables from gold sales and $3.2 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".
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
5. Results of the Company
5.1 Financial performance
The following table is a summary of the Consolidated Statements of Operations and Comprehensive Income (Loss) of the Company for the three months ended December 31, 2022 and 2021 and the years ended December 31, 2022, 2021 and 2020.
| Three months ended December 31, | Year ended December 31, | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2020 | |||||||||||
| (in thousands of US dollars, except per share amounts) | $ | $ | $ | $ | $ | ||||||||||
| Share of net earnings (loss) related to joint venture | 46,517 | (74,063 | ) | 46,517 | (51,528 | ) | 59,159 | ||||||||
| Service fee earned as operators of joint venture | 1,418 | 1,307 | 5,413 | 5,071 | 4,917 | ||||||||||
| General and administrative expenses | (2,854 | ) | (3,109 | ) | (11,100 | ) | (13,477 | ) | (14,757 | ) | |||||
| Exploration and evaluation expenditures | (938 | ) | (121 | ) | (1,411 | ) | (642 | ) | - | ||||||
| Income (loss) from operations and joint venture | 44,143 | (75,986 | ) | 39,419 | (60,576 | ) | 49,319 | ||||||||
| Impairment reversal (loss) on investment in joint venture | 7,631 | (7,631 | ) | 7,631 | (7,631 | ) | - | ||||||||
| Impairment of exploration and evaluation assets | (1,628 | ) | - | (1,628 | ) | - | - | ||||||||
| Finance income | (16,046 | ) | (6,561 | ) | 1,036 | 257 | 8,325 | ||||||||
| Finance expense | (5,623 | ) | (882 | ) | (5,647 | ) | (925 | ) | (45 | ) | |||||
| Foreign exchange gain (loss) | 23 | 27 | (2 | ) | (8 | ) | (223 | ) | |||||||
| Net income (loss) and comprehensive income (loss) after tax for the period | 28,500 | (91,033 | ) | 40,809 | (68,883 | ) | 57,376 | ||||||||
| Net income (loss) per share: | |||||||||||||||
| Basic | 0.13 | (0.40 | ) | 0.18 | (0.31 | ) | 0.26 | ||||||||
| Diluted | 0.13 | (0.40 | ) | 0.18 | (0.31 | ) | 0.26 | ||||||||
| Weighted average number of shares outstanding: | |||||||||||||||
| Basic | 224,943,453 | 224,943,453 | 224,943,453 | 224,729,084 | 223,655,880 | ||||||||||
| Diluted | 224,952,360 | 224,943,453 | 224,947,807 | 224,729,084 | 224,919,474 | ||||||||||
a) Share of net earnings related to the AGM JV and impairment reversal on investment in JV
For the three months and year ended December 31, 2022, the Company recognized its 45% interest in the JV's net earnings which amounted to $46.5 million for both periods (three months and year ended December 31, 2021 - share of net loss of $74.1 million and $51.5 million, respectively). From Q1 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 was estimated to be nil. Due to the reinstatement of mineral reserves by the AGM as of December 31, 2022, the Company recognized its share of the JV's net earnings for the year. The Company also reversed in Q4 2022 the $7.6 million impairment charge recorded on its equity investment at December 31, 2021 as a result of the AGM reinstating mineral reserves.
The increase in the Company's share of the JV's net earnings for Q4 2022 and the year ended December 31, 2022 was due to the impairment reversal recorded by the AGM at December 31, 2022 as discussed in section 4.3 above, while in 2021 the AGM recorded a $153.2 million impairment charge on MPP&E of which the Company recognized its 45% interest in Q4 2021.
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 $7.1 million (originally $6.0 million per annum, but adjusted annually for inflation). For the three months and year ended December 31, 2022, the Company earned a gross service fee of $1.8 million (less withholding taxes payable in Ghana of $0.4 million) and $6.8 million (less withholding taxes payable in Ghana of $1.4 million), respectively.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
During the three months and year ended December 31, 2021, the Company earned a gross service fee of $1.6 million (less withholding taxes of $0.3 million) and $6.3 million (less withholding taxes of $1.2 million), respectively. The increase in the gross service fee during 2022 was due to an annual inflationary adjustment.
G&A expenses
G&A expenses for the three months and years ended December 31, 2022 and 2021 comprised the following:
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Wages, benefits and consulting | (1,370 | ) | (1,321 | ) | (6,515 | ) | (7,594 | ) | ||||
| Office, rent and administration | (342 | ) | (321 | ) | (1,324 | ) | (1,192 | ) | ||||
| Professional and legal | (179 | ) | (110 | ) | (724 | ) | (589 | ) | ||||
| Share-based compensation | (751 | ) | (1,069 | ) | (1,646 | ) | (3,175 | ) | ||||
| Travel, marketing, investor relations and regulatory | (176 | ) | (251 | ) | (745 | ) | (779 | ) | ||||
| Depreciation and other | (36 | ) | (37 | ) | (146 | ) | (148 | ) | ||||
| Total G&A expense | (2,854 | ) | (3,109 | ) | (11,100 | ) | (13,477 | ) | ||||
G&A expenses in Q4 2022 were $0.3 million lower than Q4 2021 primarily due to a $0.3 million decrease in share-based compensation expense resulting from the acceleration of vesting of stock options for a former executive of the Company in Q4 2021.
G&A expenses for the year ended December 31, 2022 were $2.4 million lower than the comparative period in 2021 primarily due to wages, benefits and consulting costs being $1.1 million lower in 2022 due to a lower headcount, which was partly offset by higher costs related to corporate development initiatives. Additionally, share-based compensation expense decreased by $1.5 million in 2022 due to forfeited awards and a decrease in the fair value of underlying long‐term incentive plan awards.
E&E expenditures
E&E expenses for the three months and years ended December 31, 2022 and 2021 comprised the following:
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Wages, benefits and consulting | (87 | ) | (37 | ) | (326 | ) | (189 | ) | ||||
| Drilling and assays | (567 | ) | 1 | (603 | ) | (43 | ) | |||||
| Field supplies and camp costs | 48 | (33 | ) | (109 | ) | (157 | ) | |||||
| Crop compensation, community and permitting | (332 | ) | (51 | ) | (368 | ) | (239 | ) | ||||
| Other | - | (1 | ) | (5 | ) | (14 | ) | |||||
| Total E&E expense | (938 | ) | (121 | ) | (1,411 | ) | (642 | ) | ||||
E&E expenses for the three months and year ended December 31, 2022 were $0.8 million higher than the comparative periods of 2021 due to a preliminary drilling campaign undertaken on the Company's wholly owned Asumura property. During the comparative periods, E&E expenses primarily related to work performed on the Company's wholly owned Mali properties.
e) Impairment of E&E assets
The Company's existing exploration licenses in Mali are set to expire in 2023 and, as of December 31, 2022, the Company's intention is to not renew these licenses. As such, the Company assessed the fair value of its E&E assets and determined the recoverable amount of these assets to be nil at December 31, 2022. Accordingly, the Company recognized an impairment loss on its E&E assets of $1.6 million during the year ended December 31, 2022.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
f) Finance income and finance expense
Finance income includes changes in the fair value of the Company's preferred share investment in the JV and interest earned on cash balances. For the three months and year ended December 31, 2022, the Company recognized a $22.2 million downward fair value adjustment ($16.6 million through finance income and $5.6 million through finance expense) and a $5.6 million downward fair value adjustment on its preferred shares in the JV, respectively (three months and year ended December 31, 2021 - downward fair value adjustments of $7.5 million and $0.9 million, respectively, recognized partly between finance income and finance expense). The downward fair value adjustment on preferred shares in Q4 2022 was primarily due to applying a higher discount rate to forecast preference share redemptions and a change in the timing of expected cash distributions from the JV under the new LOM plan.
Interest earned on cash balances was also $0.5 million and $0.8 million higher during the three months and year ended December 31, 2022, respectively, relative to the comparative periods in 2021 due to rising interest rates.
5.2 Exploration update
During the quarter, the Company initiated a Phase 1 drilling program on its wholly owned Asumura property in Ghana consisting of 95 planned drill holes designed to test for gold mineralization along two interpreted structural trends with coincident surface gold anomalies identified through soil sampling. Drilling consists of reverse circulation ("RC") pre-collars through regolith and saprolite followed by diamond drill tails to an average depth of approximately 150m. The diamond core is oriented and will be critical for gaining an understanding of the local lithologies, structure and alteration in this area. As of December 31, 2022, 12 holes have been completed with 30 additional RC pre-collars in progress. Logging and sampling of these initial holes is underway and interpretation of lithologies and alteration intercepted will follow as more holes are completed. No assays have yet been received from this drilling as of December 31, 2022.
 |
| Figure: Asumura target areas with planned drill holes. Q4 2022 drilling is located on the Wagykrom and Ada target trends. Background is interpreted geology with gold in soil anomalies. |
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
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.
| 2022 | 2021 | |||||||||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Share of net earnings (loss) related to joint venture | 46,517 | - | - | - | (74,063 | ) | 3,448 | 5,713 | 13,374 | |||||||||||||||
| Service fee earned as operators of joint venture | 1,418 | 1,381 | 1,307 | 1,307 | 1,307 | 1,284 | 1,240 | 1,240 | ||||||||||||||||
| General and administrative expenses | (2,854 | ) | (3,490 | ) | (2,004 | ) | (2,752 | ) | (3,109 | ) | (2,665 | ) | (3,779 | ) | (3,924 | ) | ||||||||
| Exploration and evaluation expenditures | (938 | ) | (281 | ) | (55 | ) | (137 | ) | (121 | ) | (148 | ) | (373 | ) | - | |||||||||
| Income (loss) from operations and joint venture | 44,143 | (2,390 | ) | (752 | ) | (1,582 | ) | (75,986 | ) | 1,919 | 2,801 | 10,690 | ||||||||||||
| Impairment reversal (loss) on investment | 7,631 | - | - | - | (7,631 | ) | - | - | - | |||||||||||||||
| in joint venture | ||||||||||||||||||||||||
| Impairment of exploration and evaluation assets | (1,628 | ) | - | - | - | - | - | - | - | |||||||||||||||
| Other income (expense) | (21,646 | ) | 3,670 | 13,318 | 45 | (7,416 | ) | 2,199 | 2,203 | 2,338 | ||||||||||||||
| Net income (loss) after tax for the period | 28,500 | 1,280 | 12,566 | (1,537 | ) | (91,033 | ) | 4,118 | 5,004 | 13,028 | ||||||||||||||
| Basic and diluted income (loss) per share | $ | 0.13 | $ | 0.01 | $ | 0.06 | ($0.01 | ) | ($0.40 | ) | $ | 0.02 | $ | 0.02 | $ | 0.06 | ||||||||
| Adjusted net (loss) income after tax for the period1 | (6,010 | ) | 1,280 | 12,566 | (1,537 | ) | (14,478 | ) | 4,118 | 5,004 | 13,028 | |||||||||||||
| Adjusted basic and diluted (loss) income per share1 | ($0.03 | ) | $ | 0.01 | $ | 0.06 | ($0.01 | ) | ($0.06 | ) | $ | 0.02 | $ | 0.02 | $ | 0.06 | ||||||||
| EBITDA1 | 50,205 | (2,378 | ) | (727 | ) | (1,534 | ) | (83,553 | ) | 1,946 | 2,876 | 10,664 |
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.
From Q4 2020 to Q3 2021, results reflected the gold price environment and the grade of deposits being mined.
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.
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 nil at March 31, 2022, June 30, 2022, and September 30, 2022. Other income for Q2 2022 and Q3 2022 includes a $13.2 million and $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. Additionally, the Company also recognized a $1.6 million impairment on its wholly owned Mali exploration assets in Q4 2022.
1 See "8. Non-IFRS measures"
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
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. A summary of the Company's net assets and key financial ratios related to liquidity are presented in the table below. Note that the December 31, 2022 and December 31, 2021 balances below do not include any assets or liabilities of the JV.
| December 31, 2022 | December 31, 2021 | |||||
| (in thousands of US dollars, except outstanding shares and options) | $ | $ | ||||
| Cash and cash equivalents | 56,111 | 53,521 | ||||
| Other current assets | 2,494 | 8,147 | ||||
| Non-current assets | 121,289 | 74,528 | ||||
| Total assets | 179,894 | 136,196 | ||||
| Current liabilities | 5,804 | 2,643 | ||||
| Non-current liabilities | 399 | 790 | ||||
| Total liabilities | 6,203 | 3,433 | ||||
| Total equity | 173,691 | 132,763 | ||||
| Working capital | 52,801 | 59,025 | ||||
| Total common shares outstanding | 224,943,453 | 224,943,453 | ||||
| Total options outstanding | 8,497,170 | 11,680,170 | ||||
| Key financial ratios | ||||||
| Current ratio | 10.10 | 23.33 | ||||
| Total liabilities-to-equity | 0.04 | 0.03 |
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 disposition 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 commitments as they fall due (see "Commitments" below) during the next 24 months.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
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.
7.1 Commitments
The following table summarizes the Company's contractual obligations as at December 31, 2022 and 2021. Note the following table excludes commitments and liabilities of the JV for the years presented.
(in thousands of US dollars) |
Within 1 year | 1 - 3 years | 4 - 5 years Over 5 years | December 31, 2022 | December 31, 2021 | |||||||||||||
| Accounts payable, accrued liabilities and payable due to related party | 3,173 | - | - | - | 3,173 | 1,467 | ||||||||||||
| Long-term incentive plan (cash-settled awards) | 2,521 | 195 | - | - | 2,716 | 1,547 | ||||||||||||
| Corporate office leases | 127 | 221 | - | - | 348 | 501 | ||||||||||||
| Total | 5,821 | 416 | - | - | 6,237 | 3,515 | ||||||||||||
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 $5.9 million (December 31, 2021 - $5.9 million).
7.2 Contingencies
Due to the nature of its business, the Company and/or the AGM 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 months and years ended December 31, 2022 and 2021:
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Cash provided by (used in): | ||||||||||||
| Operating activities | 842 | (2,287 | ) | 1,784 | (12,935 | ) | ||||||
| Investing activities | 536 | 32 | 1,032 | 3,906 | ||||||||
| Financing activities | (31 | ) | (33 | ) | (130 | ) | 441 | |||||
| Impact of foreign exchange on cash and cash equivalents | 48 | (33 | ) | (96 | ) | (42 | ) | |||||
| Increase (decrease) in cash and cash equivalents during the period | 1,395 | (2,321 | ) | 2,590 | (8,630 | ) | ||||||
| Cash and cash equivalents, beginning of period | 54,716 | 55,842 | 53,521 | 62,151 | ||||||||
| Cash and cash equivalents, end of period | 56,111 | 53,521 | 56,111 | 53,521 | ||||||||
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
a) Cash provided by (used in) operating activities
During Q4 2022, the Company generated cash flows from operations of $0.8 million (three months ended December 31, 2021 - utilized cash flows in operations of $2.3 million) as a $2.6 million positive working capital movement exceeded corporate head office expenses. The positive working capital movement was largely due to collecting $2.4 million of the Company's service fee receivable from the JV.
During the year ended December 31, 2022, the Company generated cash flows from operations of $1.8 million (year ended December 31, 2021 - utilized cash flows in operations of $12.9 million) again resulting from a $7.1 million positive working capital movement mentioned above which exceeded corporate head office expenses.
The increase in cash provided by operating activities during the three months and year ended December 31, 2022 was primarily due to the aforementioned collection of the Company's JV service fee (Q4 2022: $2.4 million collected; year ended December 31, 2022: $11.0 million collected) while corporate head office expenses (cash basis) were also lower in 2022 due to a lower headcount (see "5. Results of the Company").
b) Cash provided by investing activities
During the three months and year ended December 31, 2022, cash provided by investing activities amounted to $0.5 million and $1.0 million, respectively, and comprised interest earned on cash balances.
During the three months ended December 31, 2021, cash provided by investing activities of $32 comprised interest earned on cash balances. During the year ended December 31, 2021, cash provided by investing activities of $3.9 million included a $5.0 million distribution from the JV in the form of a preference share redemption and $0.4 million of interest earned on cash balances, which were partly offset by an acquisition of exploration properties in Mali for $1.5 million.
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 per ounce and total cash costs per ounce
The Company has included the non-IFRS performance measures of operating cash costs per ounce and total cash costs per ounce 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 per ounce and total cash costs per ounce 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 ounce 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 consolidated annual financial statements of the Company for the years ended December 31, 2022 and 2021.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars, except per ounce amounts) | $ | $ | $ | $ | ||||||||
| Production costs as reported | 32,518 | 78,218 | 179,849 | 255,058 | ||||||||
| Other adjustments 4 | - | (18,143 | ) | - | (19,169 | ) | ||||||
| Adjusted production costs | 32,518 | 60,075 | 179,849 | 235,889 | ||||||||
| Share-based compensation expense included in production costs | (1 | ) | 44 | 47 | 8 | |||||||
| By-product revenue | (151 | ) | (121 | ) | (604 | ) | (635 | ) | ||||
| Total operating cash costs | 32,366 | 59,998 | 179,292 | 235,262 | ||||||||
| Royalties | 2,901 | 4,554 | 14,867 | 19,119 | ||||||||
| Total cash costs | 35,267 | 64,552 | 194,159 | 254,381 | ||||||||
| Gold ounces sold | 34,202 | 51,368 | 167,849 | 216,076 | ||||||||
| Operating cash costs per gold ounce sold ($/ounce) | 946 | 1,168 | 1,068 | 1,089 | ||||||||
| Total cash costs per gold ounce sold ($/ounce) | 1,031 | 1,257 | 1,157 | 1,177 | ||||||||
4 For the three months and year ended December 31, 2021, total production costs have been adjusted to exclude one-time severance charges and one-time net realizable value adjustments on stockpile inventory resulting from lower expected gold recovery recorded in Q4 2021 as the magnitude of such adjustments are not indicative of current period costs.
8.2 All-in sustaining costs 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 "all-in sustaining costs 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 "all-in sustaining costs per gold ounce", which is a non-IFRS performance measure. The Company believes that the all-in sustaining costs 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, disposition of which is subject to the terms of the JVA. Other companies may calculate all-in sustaining costs per ounce 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.
All-in sustaining costs adjust "Total cash costs" for G&A expenses, reclamation cost accretion, sustaining capitalized stripping costs (excludes operating pits which have not achieved steady-state operations), 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 consolidated annual financial statements of the Company for the years ended December 31, 2022 and 2021.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
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 consolidated annual financial statements of the Company for the years ended December 31, 2022 and 2021.
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars except per ounce amounts) | $ | $ | $ | $ | ||||||||
| Total cash costs (as reconciled above) | 35,267 | 64,552 | 194,159 | 254,381 | ||||||||
| General and administrative expenses - JV 5 | 387 | 1,994 | 2,752 | 9,524 | ||||||||
| Sustaining capital expenditures (see table below) | 3,841 | 6,510 | 10,978 | 19,542 | ||||||||
| Sustaining capitalized stripping costs | - | 796 | - | 9,377 | ||||||||
| Reclamation cost accretion | 708 | 304 | 2,527 | 1,191 | ||||||||
| Sustaining lease payments | 508 | 4,791 | 15,247 | 14,790 | ||||||||
| Interest on lease liabilities | 14 | 112 | 207 | 396 | ||||||||
| All-in sustaining cost | 40,725 | 79,059 | 225,870 | 309,201 | ||||||||
| Gold ounces sold | 34,202 | 51,368 | 167,849 | 216,076 | ||||||||
| All-in sustaining cost per gold ounce sold ($/ounce) - JV | 1,191 | 1,539 | 1,346 | 1,431 | ||||||||
| Average realized price per gold ounce sold ($/ounce) | 1,686 | 1,771 | 1,767 | 1,767 | ||||||||
| All-in sustaining margin ($/ounce) | 495 | 232 | 421 | 336 | ||||||||
| All-in sustaining margin | 16,930 | 11,917 | 70,664 | 72,602 | ||||||||
5 Excluded from the G&A costs of the AGM is a credit of $6 and $34 of share-based compensation expense and a credit of $0.9 million and an expense of $18.0 million related to one-time severance charges for the three months and year ended December 31, 2022, respectively (three months and year ended December 31, 2021 - excludes share-based compensation expense of $15 and $52, respectively).
For the three months and year ended December 31, 2022, the Company incurred corporate G&A expenses, net of the JV service fee, of $0.6 million and $3.9 million, respectively, which exclude share-based compensation expense and depreciation expense totaling $0.8 million and $1.8 million, respectively (three months and year ended December 31, 2021 - G&A expenses, net of the JV service fee, of $0.7 million and $4.4 million, respectively, which exclude share‐based compensation expense, depreciation expense and severance payouts totaling $1.1 million and $4.0 million, respectively).
The Company's attributable gold ounces sold for the three months and year ended December 31, 2022 were 15,391 and 75,532 (three months and year ended December 31, 2021 - 23,116 and 97,234 gold ounces, respectively), resulting in additional all-in sustaining cost for the Company of $42/oz and $52/oz for the periods presented, respectively, in addition to the AGM's all-in sustaining cost presented in the above table (three months and year ended December 31, 2021 - $30/oz and $45/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 consolidated annual financial statements of the Company for the years ended December 31, 2022 and 2021.
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Cash used in investing activities - JV | 5,099 | 12,779 | 16,452 | 45,891 | ||||||||
| Less: | ||||||||||||
| Sustaining capitalized stripping costs | - | (796 | ) | - | (9,377 | ) | ||||||
| Non-sustaining capital expenditures | (1,806 | ) | (3,076 | ) | (6,167 | ) | (16,306 | ) | ||||
| Change in AP related to capital expenditures not included in AISC | (13 | ) | (2,439 | ) | (87 | ) | (837 | ) | ||||
| Interest income received | 561 | 42 | 780 | 171 | ||||||||
| Total sustaining capital expenditures | 3,841 | 6,510 | 10,978 | 19,542 | ||||||||
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
The majority of the non-sustaining capital expenditures during the three months ended December 31, 2022 related to early works at Abore and costs associated with the AGM's Independent FS. For the year ended December 31, 2022, non-sustaining capital expenditure related primarily to infill drilling and early works at Abore and the AGM's Independent FS.
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 consolidated annual financial statements of the Company for the years ended December 31, 2022 and 2021.
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Cash used in financing activities - JV | 531 | 4,879 | 15,590 | 55,522 | ||||||||
| Less: | ||||||||||||
| Interest and fees paid on RCF | (23 | ) | (88 | ) | (343 | ) | (732 | ) | ||||
| Distributions paid to JV partners | - | - | - | (10,000 | ) | |||||||
| Repayment of RCF | - | - | - | (30,000 | ) | |||||||
| Total sustaining lease payments | 508 | 4,791 | 15,247 | 14,790 | ||||||||
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 consolidated annual financial statements of the Company for the years ended December 31, 2022 and 2021. All adjustments are shown net of estimated income tax.
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars ) | $ | $ | $ | $ | ||||||||
| Net income (loss) after tax for the period | 28,500 | (91,033 | ) | 40,809 | (68,883 | ) | ||||||
| Add back (deduct): | ||||||||||||
| Depreciation and depletion | 36 | 37 | 146 | 148 | ||||||||
| Finance income | 16,046 | 6,561 | (1,036 | ) | (257 | ) | ||||||
| Finance expense | 5,623 | 882 | 5,647 | 925 | ||||||||
| EBITDA for the period | 50,205 | (83,553 | ) | 45,566 | (68,067 | ) | ||||||
| Add back (deduct): | ||||||||||||
| Adjustment for non-cash long-term incentive plan compensation | 219 | 793 | 119 | 2,194 | ||||||||
| Severance costs | - | 692 | - | 692 | ||||||||
| Share of net (earnings) loss related to joint venture | (46,517 | ) | 74,063 | (46,517 | ) | 51,528 | ||||||
| Impairment (reversal) loss on investment in joint venture | (7,631 | ) | 7,631 | (7,631 | ) | 7,631 | ||||||
| Impairment loss on exploration and evaluation assets | 1,628 | - | 1,628 | - | ||||||||
| Galiano's attributable interest in JV Adjusted | 10,265 | 718 | 35,662 | 34,520 | ||||||||
| EBITDA (below) | ||||||||||||
| Adjusted EBITDA for the period | 8,169 | 344 | 28,827 | 28,498 | ||||||||
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
The following table reconciles the JV's EBITDA and Adjusted EBITDA for the three months and years ended December 31, 2022 and 2021 to the results of the JV as disclosed in note 9 to the Company's consolidated annual financial statements for the years ended December 31, 2022 and 2021.
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| JV net income (loss) after tax for the period | 83,712 | (164,575 | ) | 103,223 | (114,472 | ) | ||||||
| Add back (deduct): | ||||||||||||
| JV depreciation and depletion | 3,222 | 17,252 | 30,767 | 50,177 | ||||||||
| JV finance income | (567 | ) | (107 | ) | (801 | ) | (275 | ) | ||||
| JV finance expense | 1,036 | 652 | 6,471 | 2,908 | ||||||||
| JV EBITDA for the period | 87,403 | (146,778 | ) | 139,660 | (61,662 | ) | ||||||
| Add back (deduct): | ||||||||||||
| Impairment (reversal) loss on MPP&E | (63,200 | ) | 153,164 | (63,200 | ) | 153,164 | ||||||
| JV severance costs | (885 | ) | - | 18,035 | - | |||||||
| JV mining contractor lease payments (capitalized leases) | (508 | ) | (4,791 | ) | (15,247 | ) | (14,790 | ) | ||||
| JV Adjusted EBITDA for the period | 22,810 | 1,595 | 79,248 | 76,712 | ||||||||
| Galiano's attributable interest in JV Adjusted EBITDA for the period |
10,265 | 718 | 35,662 | 34,520 | ||||||||
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 disposition 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 December 31, 2022, after redemptions paid by the JV in 2019, 2020 and 2021) and finally as dividends on common shares of AGGL (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 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 consolidated annual financial statements of the Company for the years ended December 31, 2022 and 2021.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars ) | $ | $ | $ | $ | ||||||||
| Cash flows from operating activtities | 11,135 | 13,953 | 75,479 | 86,602 | ||||||||
| Less: | ||||||||||||
| Cash flows used in investing activities | (5,099 | ) | (12,779 | ) | (16,452 | ) | (45,891 | ) | ||||
| Mining contractor lease payments (capitalized leases) | (508 | ) | (4,791 | ) | (15,247 | ) | (14,790 | ) | ||||
| JV Free Cash Flow for the period | 5,528 | (3,617 | ) | 43,780 | 25,921 | |||||||
8.5 Adjusted Net Income (loss)
The Company has included the non-IFRS performance measures of adjusted net income (loss) and adjusted net income (loss) per share throughout this MD&A. Neither adjusted net income (loss) nor adjusted net income (loss) per share have any standardized meaning and are therefore unlikely to be comparable to other measures presented by other issuers. Adjusted net income (loss) excludes certain non-cash 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 and its ability to generate cash flows. The Company believes that the presentation of adjusted net income (loss) is appropriate to provide additional information to investors regarding items that we do not expect to continue at the same level in the future or that management does not believe to reflect the Company's ongoing operating performance. The Company further believes that its presentation of this non-IFRS financial measure provides information that is useful to investors because it is an important indicator of the strength of operations and the performance of the Company's core business. The following table provides a reconciliation of adjusted net income (loss) to net income (loss) after tax (the nearest IFRS measure) of the Company per the consolidated annual financial statements for the years ended December 31, 2022 and 2021. All adjustments are shown net of estimated tax.
| Three months ended December 31, | Year ended December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of US dollars, except per share amounts) | $ | $ | $ | $ | ||||||||
| Net income (loss) after tax for the period | 28,500 | (91,033 | ) | 40,809 | (68,883 | ) | ||||||
| Interest in impairment (reversal) loss on AGM's MPP&E | (28,507 | ) | 68,924 | (28,507 | ) | 68,924 | ||||||
| Impairment (reversal) loss on equity investment in JV | (7,631 | ) | 7,631 | (7,631 | ) | 7,631 | ||||||
| Impairment of exploration and evaluation assets | 1,628 | - | 1,628 | - | ||||||||
| Adjusted net (loss) income for the period | (6,010 | ) | (14,478 | ) | 6,299 | 7,672 | ||||||
| Basic weighted average number of common shares outstanding | 224,943,453 | 224,943,453 | 224,943,453 | 224,729,084 | ||||||||
| Diluted weighted average number of common shares outstanding | 224,952,360 | 224,943,453 | 224,947,807 | 224,729,084 | ||||||||
| Adjusted net (loss) income per share - basic and diluted | ($0.03 | ) | ($0.06 | ) | $ | 0.03 | $ | 0.03 | ||||
9. Summary of outstanding share data
As of the date of this MD&A, there were 224,943,453 common shares of the Company issued and outstanding and 8,497,170 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 233,440,623.
10. Related party transactions
As at December 31, 2022, 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 months and year ended December 31, 2022, all related party transactions were in the normal course of business including compensation payments to key management personnel.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
During the three months and year ended December 31, 2022, 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 months and year ended December 31, 2022, the service fee was comprised of a gross service fee of $1.8 million and $6.8 million, respectively, less withholding taxes payable in Ghana of $0.4 million and $1.4 million, respectively (three months and year ended December 31, 2021 - gross service fee of $1.6 million and $6.3 million, respectively, less withholding taxes payable in Ghana of $0.3 million and $1.2 million, respectively). As at December 31, 2022, the Company had a $1.7 million receivable owing from the JV in relation to the Company's service fee earned for being the operator of the JV (December 31, 2021 - $7.3 million).
During the three months and year ended December 31, 2022, the JV provided administrative and exploration services to the Company on its wholly owned Asumura property totaling $1.2 million and $1.4 million, respectively (three months and year ended December 31, 2021 - nil for both periods). As at December 31, 2022, the Company had a $1.4 million payable owing to the JV relating to services performed by the JV on the Company's Asumura property in Ghana (December 31, 2021 - nil).
In addition to the service fee earned as operator of the JV and administrative and exploration services performed by the JV on the Company's Asumura property in Ghana, the Company's related party transactions included compensation paid to key management personnel, which was as follows for the years presented:
| Year ended December 31, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Salaries and benefits | 1,942 | 2,943 | ||||
| Share-based compensation | 1,343 | 2,413 | ||||
| Total compensation | 3,285 | 5,356 | ||||
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 consolidated annual 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. The following estimates had a significant effect on the Company's consolidated annual financial statements and the financial results of the JV during the year.
a) Impairment assessments of the equity investment in the JV and MPP&E
When facts and circumstances suggest the carrying value of the Company’s equity investment in the JV and/or the JV’s MPP&E may be impaired, or a previously recognized impairment may have reversed, the Company is required to estimate the recoverable amount through a FVLCS or value-in-use approach. Estimating the recoverable amount requires management to make significant estimates about the future life of mine cash flows of the AGM which may include, but may not be limited to, changes to the current estimates of in-situ ounces, ore tonnes to be mined in future periods, strip ratios, head grades, recovery rates, gold price assumptions, mining costs, processing costs, trucking costs, capital and closure costs, as well as discount rates. Changes in any of these estimates could materially impact the carrying value of the AGM’s MPP&E and/or the Company’s equity investment in the JV.
When assessing the recoverable amount of a CGU without defined mineral reserves, management may be required to make significant estimates about the fair value of in-situ mineral resources by reference to market rates for comparable assets.
When facts and circumstances suggest the carrying value of the JV's MPP&E may be impaired or a previously recognized impairment has reversed, the same policies and set of assumptions as described above are applied. Refer to note 9(iv) of the Company's consolidated annual financial statements for the years ended December 31, 2022 and 2021 for the significant assumptions and judgements applied by management in estimating the recoverable amount of the AGM CGU.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
b) Mineral reserves
Estimates of the quantities of proven and probable mineral reserves form the basis for the JV’s LOM plans, which are used for a number of key business and accounting purposes, including: the calculation of depletion expense, the capitalization of stripping costs, the forecasting and timing of cash flows related to the asset retirement provision and impairment/reversal assessments, if any. To the extent that these estimates of proven and probable mineral reserves vary, there could be changes in depletion expense, stripping assets, asset retirement provisions and impairment charges (or reversals) recorded.
11.2 Changes in Accounting Policies including Initial Adoption
(a) Accounting standards adopted during the year
There were no new standards effective January 1, 2022 that had a material impact on the Company's consolidated annual financial statements or are expected to have a material effect in the future.
(b) Accounting standards and amendments issued but not yet adopted
The following standards and interpretations, which may be applicable to the Company or the JV, have been issued but are not yet effective as of December 31, 2022:
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 Company is evaluating how the amendments to IAS 1 will impact the disclosures in its consolidated financial statements in future periods.
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 corporate profile on SEDAR at www.sedar.com, 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 year ended December 31, 2022. 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 December 31, 2022, 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 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 the 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.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
13. Internal control
13.1 Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Company’s Chief Executive Officer (“CEO”) and CFO, on a timely basis so that appropriate decisions can be made regarding public disclosure. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management of the Company, with the participation of the CEO and the CFO, have evaluated the design and operating effectiveness of the Company’s disclosure controls and procedures and the design as required by Canadian and United States securities legislation, and have concluded that, as of December 31, 2022, such disclosure controls and procedures were effective.
13.2 Internal Control over Financial Reporting
The Company's management, with the participation of its CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the CEO and CFO, the Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's internal control over financial reporting includes policies and procedures that:
• pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that the Company's receipts and expenditures are made only in accordance with authorizations of management and the Company's Board of Directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements.
The Company's management, with the participation of its CEO and CFO, assessed the effectiveness of the Company's internal control over financial reporting. In making this assessment, management used the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management and the CEO and CFO have concluded that, as of December 31, 2022, the Company's internal control over financial reporting was effective.
13.3 Changes in Internal Control over Financial Reporting
There has been no change in the Company's internal control over financial reporting during the three months ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
13.4 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.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
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 releases dated January 18, 2022, August 25, 2022, and September 8, 2022, all of which are filed on the Company’s SEDAR profile at www.sedar.com. 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:
- 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 timing, costs and project economics associated with the JV's development plans for the AGM;
- estimates regarding the AGM’s consumption of key reagents, consumables, critical spares and diesel fuel;
- cost savings due to initiative to review and improve the AGM's supply chain and procurement processes over the life of mine;
- the availability of capital to fund the JV's expansion plans and to fund the Company's contributions to the JV's development plans;
- the timing of recommencement of mining;
- any additional work programs to be undertaken by the Company;
- longer-term cost savings and a more streamlined and efficient operation going forward resulting from a workforce restructuring;
- interpretation of the metallurgical testing results received to date and alignment with the metallurgical recovery model;
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
- the optimization of the AGM's plant performance;
- performance of stockpiled ore above management's forecast;
- the next stage of the Company's drilling efforts;
- 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;
- requirements for additional capital;
- operating cash flows;
- government regulation of mining operations;
- environmental risks and remediation measures;
- expected timing for implementation of the Global Industry Standard on Tailings Management;
- advancement and implementation of the Company’s climate change adaptation plan and related energy efficient initiatives, including its sustainability program;
- alignment with International Council on Mining and Metals' Mining Principles;
- timing of announcement and implementation of the SEC’s ESG disclosure rules;
- disclosure relating to climate-related risks and opportunities;
- unanticipated reclamation expenses;
- changes in accounting policies;
- higher mined grades than plant feed grades;
- title disputes or claims;
- limitations on insurance coverage;
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;
- risks associated with the AGM ceasing its mining operations during 2023;
- life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect;
- 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;
- 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;
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
- 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;
- 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;
- risks related to information systems security threats;
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
- 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 ability of the AGM to continue to operate, produce and ship doré from the AGM site to be refined during the COVID-19 pandemic or any other infectious disease outbreak;
- the Company and Gold Fields will agree on the manner in which the JV will operate the AGM, including agreement on development plans and capital expenditures;
- the price of gold will not decline significantly or for a protracted period of time;
- the 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.
The foregoing list of assumptions cannot be considered exhaustive.
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.
15.2 Cautionary note for United States investors
As a British Columbia corporation and a “reporting issuer” under Canadian securities laws, the Company is required to provide disclosure regarding its mineral properties, including the AGM, in accordance with NI 43-101. NI 43-101 is a rule developed by the CSA that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. In accordance with NI 43-101, the Company uses the terms mineral reserves and resources as they are defined in accordance with the CIM Definition Standards on mineral reserves and resources (the “CIM Definitions”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum.
The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Exchange Act. All SEC reporting companies, other than those who file under the Canada-U.S. Multijurisdictional Disclosure System (“MJDS”), are required to comply with the new rules for their first fiscal year beginning on or after January 1, 2021 (the “SEC Modernization Rules”). The SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7. The Company is not required to provide disclosure on its mineral properties, including the AGM, under the SEC Modernization Rules as the Company is presently a “foreign private issuer” under the U.S. Exchange Act that files annual reports or registration statements with the SEC under the MJDS between Canada and the United States.
| GALIANO GOLD INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
The SEC Modernization Rules include the adoption of terms describing mineral reserves and mineral resources that are “substantially similar” to the corresponding terms under the CIM Definitions. As a result of the adoption of the SEC Modernization Rules, SEC will now recognize estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM Definitions.
United States investors are cautioned that while the above terms are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definitions. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven reserves”, “probable reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.
United States investors are also cautioned that while the SEC will now recognize "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any "measured mineral resources", "indicated mineral resources", or "inferred mineral resources" that the Company reports are or will be economically or legally mineable. Further, "inferred resources" have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of "inferred mineral resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.
United States investors are also cautioned that disclosure of exploration potential is conceptual in nature by definition and there is no assurance that exploration of the mineral potential identified will result in any category of NI 43-101 mineral resources being identified.
Exhibit 99.8
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Galiano Gold Inc.
We consent to the use of our report dated March 28, 2023 on the consolidated financial statements of Galiano Gold Inc. (the “Entity”) which comprise the consolidated statements of financial position as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income (loss), changes in equity and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively the “consolidated financial statements”) which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended December 31, 2022.
We also consent to the incorporation by reference of such report in the Registration Statement (No. 333-268945) on Form F-10 of the Entity.
/s/ KPMG LLP
Chartered Professional Accountants
March 28, 2023
Vancouver, Canada
Exhibit 99.9
CONSENT OF ROBERT MCCARTHY
To: Galiano Gold Inc.
Re: Galiano Gold Inc. (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), and the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 (the "MD&A").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" dated effective December 31, 2022
and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.
I do also hereby consent to the use of my name and the inclusion or incorporation by reference of such information in the Company's Registration Statement on Form F-10 (Commission File No. 333-268945).
Dated the 28th day of March, 2023.
Sincerely,
| s/ Robert McCarthy |
||
| Robert McCarthy, P.Eng |
Exhibit 99.10
CONSENT OF GLEN COLE
To: Galiano Gold Inc.
Re: Galiano Gold Inc. (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), and the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 (the "MD&A").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" dated effective December 31, 2022
and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.
I do also hereby consent to the use of my name and the inclusion or incorporation by reference of such information in the Company's Registration Statement on Form F-10 (Commission File No. 333-268945).
Dated the 28th day of March, 2023.
Sincerely,
| /s/ Glen Cole |
||
| Glen Cole, P.Geo |
Exhibit 99.11
CONSENT OF JOHN WILLIS
To: Galiano Gold Inc.
Re: Galiano Gold Inc. (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), and the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 (the "MD&A").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" dated effective December 31, 2022
and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.
I do also hereby consent to the use of my name and the inclusion or incorporation by reference of such information in the Company's Registration Statement on Form F-10 (Commission File No. 333-268945).
Dated the 28th day of March, 2023.
Sincerely,
| /s/ John Willis |
||
| John Willis, MAusIMM(CP) |
Exhibit 99.12
CONSENT OF OY LEUANGTHONG
To: Galiano Gold Inc.
Re: Galiano Gold Inc. (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), and the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 (the "MD&A").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" dated effective December 31, 2022
and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.
I do also hereby consent to the use of my name and the inclusion or incorporation by reference of such information in the Company's Registration Statement on Form F-10 (Commission File No. 333-268945).
Dated the 28th day of March, 2023.
Sincerely,
| /s/ Oy Leuangthong |
||
| Oy Leuangthong, P.Eng |
Exhibit 99.13
CONSENT OF MALCOLM TITLEY
To: Galiano Gold Inc.
Re: Galiano Gold Inc. (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), and the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 (the "MD&A").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" dated effective December 31, 2022
and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.
I do also hereby consent to the use of my name and the inclusion or incorporation by reference of such information in the Company's Registration Statement on Form F-10 (Commission File No. 333-268945).
Dated the 28th day of March, 2023.
Sincerely,
| /s/ Malcolm Titley |
||
| Malcolm Titley, MAIG |
Exhibit 99.14
CONSENT OF ANOUSH EBRAHIMI
To: Galiano Gold Inc.
Re: Galiano Gold Inc. (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), and the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 (the "MD&A").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" dated effective December 31, 2022
and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.
I do also hereby consent to the use of my name and the inclusion or incorporation by reference of such information in the Company's Registration Statement on Form F-10 (Commission File No. 333-268945).
Dated the 28th day of March, 2023.
Sincerely,
| /s/ Anoush Ebrahimi |
||
| Anoush Ebrahimi, P.Eng |
Exhibit 99.15
CONSENT OF DESMOND MOSSOP
To: Galiano Gold Inc.
Re: Galiano Gold Inc. (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), and the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 (the "MD&A").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" dated effective December 31, 2022
and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.
I do also hereby consent to the use of my name and the inclusion or incorporation by reference of such information in the Company's Registration Statement on Form F-10 (Commission File No. 333-268945).
Dated the 28th day of March, 2023.
Sincerely,
| /s/ Desmond Mossop |
||
| Desmond Mossop, PrSciNat |
Exhibit 99.16
CONSENT OF ISMAIL MAHOMED
To: Galiano Gold Inc.
Re: Galiano Gold Inc. (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), and the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 (the "MD&A").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" dated effective December 31, 2022
and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.
I do also hereby consent to the use of my name and the inclusion or incorporation by reference of such information in the Company's Registration Statement on Form F-10 (Commission File No. 333-268945).
Dated the 28th day of March, 2023.
Sincerely,
| /s/ Ismail Mahomed |
||
| Ismail Mahomed, PrSciNat |
Exhibit 99.17
CONSENT OF FAAN COETZEE
To: Galiano Gold Inc.
Re: Galiano Gold Inc. (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), and the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 (the "MD&A").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" dated effective December 31, 2022
and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.
I do also hereby consent to the use of my name and the inclusion or incorporation by reference of such information in the Company's Registration Statement on Form F-10 (Commission File No. 333-268945).
Dated the 28th day of March, 2023.
Sincerely,
| /s/ Faan Coetzee |
||
| Faan Coetzee, PrSciNat |
Exhibit 99.18
CONSENT OF MITCH HANGER
To: Galiano Gold Inc.
Re: Galiano Gold Inc. (the "Company")
Annual Report on Form 40-F
Consent of Expert
This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), and the Company's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 (the "MD&A").
I hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the "Technical Report"):
- "NI 43-101 Technical Report and Feasibility Study for Asanko Gold Mine, Ghana" dated effective December 31, 2022
and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.
I do also hereby consent to the use of my name and the inclusion or incorporation by reference of such information in the Company's Registration Statement on Form F-10 (Commission File No. 333-268945).
Dated the 28th day of March, 2023.
Sincerely,
| /s/ Mitch Hanger |
||
| Mitch Hanger, MAIG |