[SCHEDULE 13D/A] Galiano Gold Inc. SEC Filing

Rhea-AI Filing Summary

Gold Fields and certain wholly-owned subsidiaries have completed a bought-deal block sale of 50,471,657 common shares of Galiano Gold Inc. at C$3.00 per share, generating gross proceeds of approximately C$151,414,971. Prior to the sale the group held ~19.5% of Galiano; following the transaction the reporting persons hold 0% and this Amendment No. 4 serves as an exit filing. Under a December 20, 2023 share purchase agreement, Galiano may elect to pay up to 20% of two deferred cash payments in common shares, which could result in issuance of up to 4,453,441 shares (illustrative) equal to ~1.7% of outstanding shares based on an assumed VWAP.

Positive

• Raised gross proceeds of approximately C$151,414,971 from the sale, providing liquidity to the selling shareholders
• Complete exit from a 19.5% stake, removing a concentrated large shareholder from the register and potentially reducing single-party influence
• Share issuance in lieu of cash is capped by a 19.9% ownership limit and illustrative dilution is modest (~1.7%)

Negative

• Potential dilution: the Share Purchase Agreement allows up to 20% of two deferred payments to be paid in shares, which could result in issuance of up to 4,453,441 shares (~1.7% illustrative dilution)
• Large block sale may increase short-term trading volatility in the issuer's shares due to transfer of a sizable position to market intermediaries

Insights

M&A Specialist

TL;DR: Major shareholder exited via a bought-deal block trade, raising ~C$151.4m and eliminating >19% insider stake.

The sale is a clean divestment of a sizable 19.5% position through an institutional bought-deal, which reduces potential strategic influence by Gold Fields. The immediate proceeds strengthen the sellers' liquidity profile while removing a concentrated ownership block from Galiano's shareholder register. The Share Purchase Agreement retention of limited share consideration rights (up to 20% of certain deferred payments) creates a capped, modest dilution risk of ~1.7% under the illustrative VWAP; this is small relative to the exited position but noteworthy for cap table modelling.

Corporate Governance Expert

TL;DR: Exit filing removes a >5% beneficial owner; governance implications are limited but merit monitoring for future re‑issuances.

By ceasing to be a >5% holder, Gold Fields and its affiliates no longer present a concentrated influence over Galiano's governance. The documented mechanism allowing Galiano to issue shares in settlement of deferred consideration (subject to a 19.9% cap) preserves a contractual pathway for limited re‑entry but with explicit guardrails. Investors should note the formal exit status and the contractual dilution cap when assessing potential future shifts in ownership structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Galiano Gold Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

04341Y105

(CUSIP Number)

Kelly Carter
150 Helen Road,
Sandown, Sandton, T3, 2196
011-27-11-562-9700

Igor Rogovoy, Annie Caccimelio
Linklaters LLP, 1 Silk Street
London, X0, EC2Y 8HQ
44-20-7456-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 04341Y105

1

Name of reporting person

Gold Fields Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SOUTH AFRICA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

As of the date hereof, Gold Fields Limited has ceased to be the beneficial owner of more than 5% of the class of securities of the Issuer. As a result of the reporting person no longer owning more than 5% of the class of securities of the Issuer, this Amendment No. 4 constitutes an exit filing for the reporting person.

SCHEDULE 13D

CUSIP No. 04341Y105

1

Name of reporting person

Gold Fields Orogen Holding (BVI) Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

As of the date hereof, Gold Fields Orogen Holding (BVI) Limited has ceased to be the beneficial owner of more than 5% of the class of securities of the Issuer. As a result of the reporting person no longer owning more than 5% of the class of securities of the Issuer, this Amendment No. 4 constitutes an exit filing for the reporting person.

SCHEDULE 13D

CUSIP No. 04341Y105

1

Name of reporting person

Gold Fields Netherlands Services B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

As of the date hereof, Gold Fields Netherlands Services B.V. has ceased to be the beneficial owner of more than 5% of the class of securities of the Issuer. As a result of the reporting person no longer owning more than 5% of the class of securities of the Issuer, this Amendment No. 4 constitutes an exit filing for the reporting person.

SCHEDULE 13D

CUSIP No. 04341Y105

1

Name of reporting person

Marsh Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRITISH COLUMBIA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

As of the date hereof, Marsh Holdings Inc. has ceased to be the beneficial owner of more than 5% of the class of securities of the Issuer. As a result of the reporting person no longer owning more than 5% of the class of securities of the Issuer, this Amendment No. 4 constitutes an exit filing for the reporting person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares
(b)	Name of Issuer: Galiano Gold Inc.
(c)	Address of Issuer's Principal Executive Offices: 1066 West Hastings Street, Suite 1640, Vancouver, BRITISH COLUMBIA, CANADA , V6E 3X1.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on March 29, 2018 (the "Schedule 13D") and relating to the common shares, without par value, of Galiano Gold Inc. (the "Issuer" or "Galiano", formerly Asanko Gold Inc.), a corporation incorporated under the laws of British Columbia, Canada and is being filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Each item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. When disclosure made in one Item in the Schedule 13D prior to this Amendment No. 4 was incorporated by reference into another Item, amendments made herein to any such first Item are incorporated into each such second Item of the Schedule 13D. As of the date hereof, the Reporting Persons do not beneficially own any securities of the Issuer.
Item 4.	Purpose of Transaction
	The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto: On September 23, 2025, Gold Fields Limited through two of its wholly-owned subsidiaries: (i) Marsh Holdings Inc. ("Marsh") and (ii) Gold Fields Orogen Holding (BVI) Limited ("GF Orogen", and together with Marsh, the "Selling Shareholders") sold an aggregate of 50,471,657 common shares of the Issuer at a price of C$3.00 per Common Share, for total gross proceeds to the Selling Shareholders of approximately C$151,414,971 (the "Sale"). The Sale was made as a bought deal block trade to BMO Capital Markets, Scotiabank and CIBC Capital Markets, as principals. Immediately prior to the Sale, the Reporting Persons beneficially owned an aggregate of 50,471,657 common shares (of which 21,971,657 common shares were held by Marsh and 28,500,000 common shares were held by GF Orogen), representing approximately 19.5% of the issued and outstanding common shares. Following completion of the Sale, the Reporting Persons no longer own or control any common shares. However, pursuant to a share purchase agreement dated as of December 20, 2023 between GF Orogen, Galiano and certain of their affiliates (the "Share Purchase Agreement") under which Galiano acquired all of Gold Fields' 50% joint venture interest in the Asanko gold mine in Ghana, Galiano and its subsidiaries may elect to pay certain of the deferred acquisition consideration to GF Orogen in the form of Galiano common shares instead of cash. Specifically, the Share Purchase Agreement provides that in respect of certain required cash payments of US$25,000,000 due on or before December 31, 2025 (the "First Deferred Consideration") and US$30,000,000 due on or before December 31, 2026 (the "Second Deferred Consideration"), Galiano may elect to satisfy up to 20% of each of these amounts through the issuance of common shares, provided that such issuance of common shares does not result in the Gold Fields group holding more than 19.9% of the issued and outstanding common shares of the Issuer. If Galiano makes such election, such common shares will be issued at a deemed issue price equal to the volume-weighted average trading price ("VWAP") of the common shares of the Issuer on the NYSE American stock exchange (the "NYSE") for the five (5) trading days immediately preceding the date of such issuance. For illustrative purposes, if Galiano were to elect to satisfy the maximum of 20% of both the First Deferred Consideration and the Second Deferred Consideration in common shares, and assuming a deemed issue price of US$2.47 (being the VWAP of the common shares of the Issuer on the NYSE for the five (5) trading days immediately precedeing September 15, 2025), then the number of Galiano Shares issuable to GF Orogen would be 4,453,441 shares, representing approximately 1.7% of the total issued and outstanding common shares of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) -(e) of the Schedule 13D are hereby amended and restated as follows: As of the date of this filing the Reporting Persons may be deemed the beneficial owners of 0 securities of the Issuer, representing 0% of the Issuer's issued and outstanding common shares.
(b)	As of the date of this filing the Reporting Persons may be deemed to have the shared power to vote and dispose of 0 common shares.
(c)	To the best of the Reporting Persons' knowledge, there were no transactions in the common shares effected by the Reporting Persons during the past 60 days and not previously reported.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the common shares beneficially owned by the Reporting Persons.
(e)	As of September 23, 2025, the Reporting Persons ceased to be the beneficial owner of more than 5% of the securities of the Issuer. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit for the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gold Fields Limited

Signature:	/s/ Mike Fraser
Name/Title:	Mike Fraser / Chief Executive Officer
Date:	09/24/2025

Gold Fields Orogen Holding (BVI) Limited

Signature:	/s/ Johan Pool
Name/Title:	Johan Pool / Director
Date:	09/24/2025

Gold Fields Netherlands Services B.V.

Signature:	/s/ Johan Pool
Name/Title:	Johan Pool / Director
Date:	09/24/2025

Marsh Holdings Inc.

Signature:	/s/ Johan Pool
Name/Title:	Johan Pool / Director
Date:	09/24/2025

FAQ

What did Gold Fields sell in the Schedule 13D/A for GAU?

Gold Fields sold 50,471,657 common shares of Galiano at C$3.00 per share in a bought-deal block trade, receiving ~C$151,414,971 gross.

Does Gold Fields still own more than 5% of Galiano (GAU)?

No. As of the filing date the reporting persons no longer beneficially own any common shares and ceased to be >5% holders.

Could Galiano issue shares to Gold Fields under the sale agreement?

Yes. Under the December 20, 2023 Share Purchase Agreement Galiano may elect to pay up to 20% of each deferred cash payment in shares, subject to not increasing Gold Fields' group ownership above 19.9%.

What is the illustrative number of shares that could be issued in lieu of deferred cash?

Using an illustrative VWAP of US$2.47, the filing states up to 4,453,441 shares could be issued, representing ~1.7% of outstanding shares in that example.

Who bought the block trade?

The sale was a bought-deal block trade sold to BMO Capital Markets, Scotiabank and CIBC Capital Markets as principals.