UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2022
Commission File No. 001-33580
GALIANO GOLD INC.
(Translation of registrant's name into English)
Suite 1640, 1066 West Hastings Street
Vancouver, British Columbia, V6E 3X1, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
SUBMITTED HEREWITH
| Exhibit | Description | |
| 99.1 | Material change report dated April 8, 2022 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GALIANO GOLD INC.
| /s/ Fausto Di Trapani | |
| Fausto Di Trapani | |
| Executive Vice President and Chief Financial Officer | |
| Date: April 11, 2022 |
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1: Name and Address of Company
Galiano Gold Inc. ("Galiano" or the "Company")
1066 West Hastings Street, Suite 1640
Vancouver, BC
V6E 3X1
Item 2: Date of Material Change
March 29, 2022
Item 3: News Release
The news releases announcing the material changes referred to in this report were disseminated on March 29, 2022 through Newswire and copies has been filed under Galiano's profile on SEDAR.
Item 4: Summary of Material Change
On March 29, 2022, Galiano announced fourth quarter ("Q4") and full year 2021 operating and financial results for the Company and the Asanko Gold Mine ("AGM"), located in Ghana, West Africa, along with an updated mineral resource estimate for the AGM. Additions to the total mineral resource estimate exceeded mined depletion but did not fully offset a decrease in overall gold grade in measured and indicated resources and resultant contained metal in the Esaase deposit mineral resource. As the Company was not in a position to declare mineral reserves at the AGM as a result of the metallurgical uncertainty of the material mined from the Esaase deposit, the Company recorded an impairment charge of US$153.2 against the AGM's mineral properties, plant and equipment in Q4.
Additionally, Galiano announced that, while the metallurgical testwork underway at the Esaase deposit continues, the Company will preserve the in-situ mineral resources at the AGM by temporarily deferring mining operations and transitioning to processing existing stockpiles.
Item 5:
5.1 Full Description of Material Change
On March 29, 2022, Galiano announced Q4 and full year 2021 operating and financial results for the Company and the AGM, located in Ghana, West Africa, along with an updated mineral resource estimate for the AGM. As part of its updated mineral resource estimate for the AGM, the Company was not in a position to declare mineral reserves at the AGM as a result of metallurgical uncertainty of the material mined from the Esaase deposit. A National Instrument 43-101 compliant technical report titled "NI 43-101 Technical Report for the Asanko Gold Mine, Ashanti Region, Ghana" with an effective date of February 28, 2022, detailing the updates to the AGM mineral resource estimate was filed on SEDAR on March 29, 2022.
The Company reported updated measured and indicated mineral resource estimates of 66.4 million tonnes ("Mt") at 1.36 g/t for 2.9 million ounces ("Moz") gold contained. Additions to the total mineral resource estimate exceeded mined depletion but did not fully offset a decrease in overall gold grade in measured and indicated resources (1.70 g/t to 1.36 g/t) and resultant contained metal in the Esaase deposit mineral resource. The changes at the Esaase deposit resulted primarily from updates to the geological models used in the mineral resource estimate. The remodeling work for the Esaase deposit yielded measured and indicated mineral resources totaling 22.6 Mt at a grade of 1.26 g/t, representing decreases of 25% in grade and 25% in tonnes, post depletion, from the previous estimate (please see the technical report titled "NI 43-101 Technical Report for the Asanko Gold Mine, Ghana (Amended and Restated)" published in June 2020 and filed on SEDAR for further information regarding the Company's prior mineral resource estimate). The Esaase deposit remains the largest contributor to the total AGM mineral resources, accounting for approximately a third of its total tonnes and contained gold ounces. Please see the table appended to this Material Change Report for further details regarding the Company's updated mineral resource estimate.
As the Company was not in a position to declare mineral reserves at the AGM, the Company considered this to represent an indicator of impairment of the mineral properties, plant and equipment 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).
Additionally, Galiano announced that, while the metallurgical testwork underway at Esaase continues, the Company will preserve the in-situ mineral resources at the AGM by temporarily deferring mining operations and transitioning to processing existing stockpiles. While technical work to support a mineral reserve estimate at the AGM is ongoing, mining will continue at Akwasiso Cut 3 and Esaase Cut 3 until their depletion (which is expected in Q2 2022). Following this, the process plant is expected to continue to operate at full capacity processing a portion of the existing 9.5 Mt of stockpiles.
5.2 Disclosure for Restructuring Transaction
Not applicable.
Item 6: Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7: Omitted Information
Not applicable.
Item 8: Executive Officer
For further information, please contact Peter Lekich, Vice President Investor Relations of Galiano, at (778) 729-0608.
Item 9: Date of Report
April 8, 2022.
Appendix
Table 1: Mineral Resource Estimates at a 0.5 g/t Au cut-off and at $1,600/oz Au as of February 28, 2022
|
|
Measured |
Indicated |
Measured & Indicated Total |
Inferred |
||||||||
|
Deposit |
Tonnes |
Au |
Au |
Tonnes |
Au |
Au |
Tonnes |
Au |
Au |
Tonnes |
Au |
Au |
|
Nkran |
-- |
-- |
-- |
12.1 |
2.09 |
814 |
12.1 |
2.09 |
814 |
1.3 |
2.23 |
96 |
|
Esaase |
10.9 |
1.25 |
437 |
11.7 |
1.27 |
475 |
22.6 |
1.26 |
912 |
0.6 |
1.22 |
25 |
|
Akwasiso |
-- |
-- |
-- |
1.7 |
1.31 |
69 |
1.7 |
1.31 |
69 |
0.2 |
1.46 |
7 |
|
Abore |
3.2 |
1.46 |
150 |
5.1 |
1.23 |
203 |
8.3 |
1.32 |
353 |
1.1 |
1.55 |
55 |
|
Adubiaso |
-- |
-- |
-- |
1.6 |
1.80 |
90 |
1.6 |
1.80 |
90 |
0.2 |
1.38 |
9 |
|
Asuadai |
-- |
-- |
-- |
1.6 |
1.29 |
67 |
1.6 |
1.29 |
67 |
0.0 |
1.17 |
1 |
|
Miradani North |
-- |
-- |
-- |
7.1 |
1.28 |
293 |
7.1 |
1.28 |
293 |
2.6 |
1.21 |
102 |
|
Dynamite Hill |
-- |
-- |
-- |
1.9 |
1.39 |
85 |
1.9 |
1.39 |
85 |
0.3 |
1.26 |
14 |
|
Stockpiles |
9.5 |
0.72 |
221 |
-- |
-- |
-- |
9.5 |
0.72 |
221 |
-- |
-- |
-- |
|
Total |
23.6 |
1.06 |
808 |
42.7 |
1.53 |
2,096 |
66.4 |
1.36 |
2,904 |
6.4 |
1.49 |
309 |
Notes:
Richard Miller P.Eng., Vice President Technical Services of Galiano, is a qualified person pursuant to NI 43-101 and has approved the scientific and technical information contained in this Material Change Report.