GALIANO GOLD ANNOUNCES CLOSING OF TRANSFORMATIONAL TRANSACTION

Rhea-AI Summary

Galiano Gold Inc. announces the successful completion of the acquisition of Gold Fields Group Ltd.'s 45% interest in the Asanko Gold Mine, solidifying its position as a growing gold producer in West Africa. The acquisition involves issuing 28.5 million common shares to Gold Fields, with additional future considerations. Galiano and Gold Fields have entered into an amended investor rights agreement.

Market Research Analyst

The acquisition of Gold Fields Group Ltd.'s 45% interest in the Asanko Gold Mine by Galiano Gold Inc. marks a significant consolidation within the gold mining sector, particularly in West Africa. This move is strategic in nature, as it allows Galiano to gain full ownership and control over one of the region's prominent gold mines, potentially increasing its operational efficiency and synergies.

From a market perspective, the issuance of 28.5 million common shares and the subsequent ownership stake of 19.9% by Gold Fields in Galiano could be seen as a vote of confidence in Galiano's future prospects. However, it also indicates a dilution of existing shareholders' equity. The deferred and contingent consideration of up to $85 million, along with the $65 million cash component, reflects a structured deal that balances immediate and future financial commitments.

The 1% net smelter return royalty retained by Gold Fields, although capped, provides a continued interest in the mine's production, aligning long-term incentives between the two companies. The amended investor rights agreement, including a 12-month standstill period, suggests a stable ownership structure in the near term, which might be favorably viewed by investors seeking predictability.

Financial Analyst

Examining the financial implications of the Acquisition, Galiano's balance sheet will reflect the impact of the $65 million cash payment and the potential future payments up to $85 million. This outlay must be weighed against the expected incremental revenue and cost savings from the full ownership of the AGM. Investors will likely scrutinize the company's future financial statements for evidence of improved cash flow and return on investment.

The market will also assess the implications of the 19.9% stake acquisition by Gold Fields on Galiano's governance and decision-making processes. While it may bring additional expertise and stability, there is also the potential for conflicts of interest, especially if the strategic directions of the two companies diverge.

It is crucial to monitor the performance of the AGM post-acquisition, as the success of this transaction hinges on Galiano's ability to enhance the mine's productivity and to manage the additional debt or financial obligations effectively.

Mining Industry Expert

The gold mining industry often sees such acquisitions as a means to leverage economies of scale and Galiano's acquisition of the AGM is no exception. By consolidating ownership, Galiano can potentially reduce overhead costs, optimize resource allocation and improve its bargaining power with suppliers and contractors.

Furthermore, the net smelter return royalty is a common mechanism in the mining industry that allows the seller to benefit from the continuing success of the mine without being involved in day-to-day operations. The cap of 447,000 ounces of gold production ensures that Gold Fields' benefits are finite, possibly making the deal more palatable to Galiano's investors.

Understanding the geology of the Nkran deposit and the operational capabilities of Galiano will be essential in evaluating the long-term prospects of the mine under the new ownership structure. The West African gold mining sector is competitive and Galiano's ability to extract value from the AGM will be critical to its success in becoming an emerging mid-tier gold producer.

(all dollar amounts in USD)

VANCOUVER, BC, March 4, 2024 /PRNewswire/ - Galiano Gold Inc. ("Galiano" or the "Company") (TSX: GAU) (NYSE American: GAU) is pleased to announce the successful completion of the previously announced (see press release dated December 21, 2023) acquisition of Gold Fields Group Ltd.'s ("Gold Fields") 45% interest in the Asanko Gold Mine (the "AGM") (the "Acquisition"). Galiano is establishing itself as a growing gold producer with robust financial strength, owning and operating one of the largest gold mines in West Africa.

Pursuant to the Acquisition, Galiano has issued to Gold Fields 28.5 million common shares ("Galiano Shares"), resulting in Gold Fields owning 19.9% of Galiano's issued and outstanding shares, and will also provide future deferred and contingent consideration of up to $85 million. Gold Fields has also received $65 million in cash, equivalent to its effective interest in the cash balance of the joint venture and retained a 1% net smelter return royalty capped at 447,000 ounces of gold production from the Nkran deposit. Galiano and Gold Fields have entered into an amended investor rights agreement which includes a 12-month standstill period and other customary rights, including a pre-emptive right for Gold Fields to maintain its current ownership interest.

Matt Badylak, Galiano's President and CEO, stated, "The closing of the Acquisition is a truly formative event that strategically re-positions this company as an emerging mid-tier gold producer and we look forward to continuing to unlock significant value for all our stakeholders in the newly transformed Galiano."

About Galiano Gold Inc.

Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production and exploration of its mineral interests, and disciplined deployment of its financial resources. The Company owns and operates the Asanko Gold Mine, which is located in Ghana, West Africa. Galiano is committed to the highest standards for environmental management, social responsibility, and the health and safety of its employees and neighbouring communities. For more information, please visit www.galianogold.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements and information contained in this news release constitute "forward-looking statements" within the meaning of applicable U.S. securities laws and "forward-looking information" within the meaning of applicable Canadian securities laws, which we refer to collectively as "forward-looking statements". Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future conditions and courses of action. All statements and information other than statements of historical fact may be forward looking statements. In some cases, forward-looking statements can be identified by the use of words such as "seek", "expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast", "intend", "believe", "predict", "potential", "target", "future", "may", "could", "would", "might", "will" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook.

Forward-looking statements in this news release include, but are not limited to: statements with respect to the deferred and contingent consideration payable pursuant to the Acquisition; and the benefits of the Acquisition to the Company and its stakeholders. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to: the success of the Company in implementing its development strategies and achieving its business objectives; development plans and capital expenditures; the price of gold will not decline significantly or for a protracted period of time; the accuracy of the estimates and assumptions underlying mineral reserve and mineral resource estimates; the Company's ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions; the global financial markets and general economic conditions will be stable and prosperous in the future; the ability of the Company to comply with applicable governmental regulations and standards; the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana; the Company will continue to have sufficient working capital to fund its operations; and the key personnel of the Company will continue their employment.

The foregoing list of assumptions cannot be considered exhaustive.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and you are cautioned not to place undue reliance on forward-looking statements contained herein. Some of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements contained in this news release, include, but are not limited to: risks related to the expected benefits of the Acquisition; the mineral reserve and mineral resource estimates may change and may prove to be inaccurate; metallurgical recoveries may not be economically viable; 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; inflationary pressures and the effects thereof; the AGM has a limited operating history and is subject to risks associated with establishing new mining operations; sustained increases in costs, or decreases in the availability, of commodities consumed or otherwise used by the Company may adversely affect the Company; adverse geotechnical and geological conditions (including geotechnical failures) may result in operating delays and lower throughput or recovery, closures or damage to mine infrastructure; the ability of the Company to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process ore, concentrate and tailings as planned is dependent on a number of factors and assumptions which may not be present or occur as expected; the Company's mineral properties may experience a loss of ore due to illegal mining activities; the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment; outbreaks of COVID-19 and other infectious diseases may have a negative impact on global financial conditions, demand for commodities and supply chains and could adversely affect the Company's business, financial condition and results of operations and the market price of the common shares of the Company; the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures; the Company may be unsuccessful in attracting and retaining key personnel; labour disruptions could adversely affect the Company's operations; recoveries may be lower in the future and have a negative impact on the Company's financial results; the lower recoveries may persist and be detrimental to the AGM and the Company; the Company's business is subject to risks associated with operating in a foreign country; risks related to the Company's use of contractors; the hazards and risks normally encountered in the exploration, development and production of gold; the Company's operations are subject to environmental hazards and compliance with applicable environmental laws and regulations; the effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency; the Company's operations and workforce are exposed to health and safety risks; unexpected costs and delays related to, or the failure of the Company to obtain, necessary permits could impede the Company's operations; the Company's title to exploration, development and mining interests can be uncertain and may be contested; geotechnical risks associated with the design and operation of a mine and related civil structures; the Company's properties may be subject to claims by various community stakeholders; risks related to limited access to infrastructure and water; risks associated with establishing new mining operations; the Company's revenues are dependent on the market prices for gold, which have experienced significant recent fluctuations; the Company may not be able to secure additional financing when needed or on acceptable terms; the Company's shareholders may be subject to future dilution; risks related to changes in interest rates and foreign currency exchange rates; risks relating to credit rating downgrades; changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds; risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws; risks related to information systems security threats; non-compliance with public disclosure obligations could have an adverse effect on the Company's stock price; the carrying value of the Company's assets may change and these assets may be subject to impairment charges; risks associated with changes in reporting standards; the Company 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 Company and the Company's share price; the Company may be unsuccessful in identifying targets for acquisition or completing suitable corporate transactions, and any such transactions may not be beneficial to the Company or its shareholders; the Company must compete with other mining companies and individuals for mining interests; the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions; the Company's common shares may experience price and trading volume volatility; the Company has never paid dividends and does not expect to do so in the foreseeable future; the Company's shareholders may be unable to sell significant quantities of the Company's common shares into the public trading markets without a significant reduction in the price of its common shares, or at all; and the risk factors described under the heading "Risk Factors" in the Company's Annual Information Form.

Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in the forward-looking statements, you are cautioned that this list is not exhaustive and there may be other factors that the Company has not identified. Furthermore, the Company undertakes no obligation to update or revise any forward-looking statements included in, or incorporated by reference in, this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

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SOURCE Galiano Gold Inc.

FAQ

What acquisition did Galiano Gold Inc. announce?

Galiano Gold Inc. announced the acquisition of Gold Fields Group Ltd.'s 45% interest in the Asanko Gold Mine.

What percentage of Galiano Shares did Gold Fields receive?

Gold Fields received 19.9% of Galiano's issued and outstanding shares.

What future considerations are involved in the acquisition?

Galiano will provide future deferred and contingent consideration of up to $85 million.

What rights are included in the amended investor rights agreement?

The amended investor rights agreement includes a 12-month standstill period and a pre-emptive right for Gold Fields to maintain its current ownership interest.