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 June 2023
Commission File No. 001-33580
GALIANO GOLD INC.
(Translation of registrant's name into English)
Suite 1640, 1066 West Hastings Street
Vancouver, British Columbia, V6E 3X1, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
SUBMITTED HEREWITH
Exhibits | Description | |
99.1 | News release dated June 1, 2023 | |
99.2 | Voting results report |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GALIANO GOLD INC.
/s/ Matthew Freeman
________________________________
Matthew Freeman
Chief Financial Officer
Date: June 1, 2023
GALIANO GOLD ANNOUNCES ANNUAL GENERAL AND SPECIAL
MEETING VOTING RESULTS
Vancouver, British Columbia, June 1, 2023, Galiano Gold Inc. ("Galiano" or the "Company") (TSX: GAU; NYSE American: GAU) announced today that all resolutions put to shareholders at the Company's Annual General and Special Meeting (the "Meeting") held on June 1, 2023, were duly passed. The results for each of the matters voted upon at the Meeting are set out below:
Set the Number of Directors at Six
The resolution to fix the number of directors at six was approved.
Votes for |
% Votes for |
Votes Against |
% Votes Against |
155,397,193 |
99.49 |
788,896 |
0.51 |
Election of Directors
The six nominees listed in the Company's Management Information Circular dated April 21, 2023, were elected as directors of the Company.
Director Name |
Votes for |
% Votes for |
Votes Withheld |
% Votes Withheld |
Matt Badylak |
141,224,153 |
99.58 |
601,363 |
0.42 |
Paul N. Wright |
141,121,247 |
99.50 |
704,270 |
0.50 |
Judith Mosely |
141,239,944 |
99.59 |
585,572 |
0.41 |
Michael Price |
141,242,060 |
99.59 |
583,457 |
0.41 |
Dawn Moss |
141,182,059 |
99.55 |
643,458 |
0.45 |
Greg Martin |
141,230,572 |
99.58 |
594,944 |
0.42 |
Approve Amendment of Share Option Plan
The resolution to approve the amendment of the Company's Share Option Plan was approved.
Votes for |
% Votes for |
Votes Against |
% Votes Against |
140,793,308 |
99.27 |
1,032,207 |
0.73 |
Approve Unallocated Entitlements under Share Option Plan
The resolution to approve the unallocated entitlements under the Share Option Plan was approved.
Votes for |
% Votes for |
Votes Against |
% Votes Against |
140,751,312 |
99.24 |
1,074,203 |
0.76 |
1
Approve Amendment of Share Unit Plan
The resolution to approve the amendment of the Share Unit Plan was approved.
Votes for |
% Votes for |
Votes Against |
% Votes Against |
140,889,439 |
99.34 |
936,077 |
0.66 |
Approve Unallocated Entitlements under the Share Unit Plan
The resolution to approve the unallocated entitlements under the Share Unit Plan was approved.
Votes for |
% Votes for |
Votes Against |
% Votes Against |
140,849,123 |
99.31 |
976,393 |
0.69 |
Appointment of Auditors - EY LLP
EY LLP was appointed as the new auditor of the Company for the ensuing year, and the directors were authorized to fix the remuneration paid to EY LLP.
Votes for |
% Votes for |
Votes Withheld |
% Votes Withheld |
155,406,762 |
99.50 |
779,377 |
0.50 |
Advisory Vote on Executive Compensation
The non-binding advisory resolution accepting the Company's approach to executive compensation was approved.
Votes for |
% Votes for |
Votes Against |
% Votes Against |
140,867,401 |
99.32 |
958,115 |
0.68 |
A report on all matters voted on at the Meeting has been filed on SEDAR.
About Galiano Gold Inc.
Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration and disciplined deployment of its financial resources. The Company operates and manages the Asanko Gold Mine, located in Ghana, West Africa, jointly owned with Gold Fields Ltd. 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.
FOR FURTHER INFORMATION, PLEASE CONTACT
Krista Muhr
Toll-Free (N. America): 1-855-246-7341
Telephone: 1-778-239-0446
Email: info@galianogold.com
2
VOTING RESULTS REPORT
Pursuant to Section 11.3 of National Instrument 51-102
OF
GALIANO GOLD INC.
(the "Company")
The Company reports that the following matters were voted upon and passed by the Shareholders of the Company at the annual general meeting of the Company held on June 1, 2023 (the "Meeting"). Attendance at the Meeting was nil Shares represented and voted in person and 156,186,139 Shares represented and voted by proxy for a total of 156,186,139 voting shares represented at the Meeting, being 69.43% of the outstanding shares. Voting results on the resolutions were as follows:
1. The number of directors was fixed at six. Of the shares voted, 155,397,193 represented votes FOR (99.49%) and 788,896 represented votes AGAINST (0.51%).
2. The following directors were elected, with the following voting results for each nominee:
DIRECTOR | VOTES FOR | % FOR | VOTES WITHHELD |
% WITHHELD |
Matt Badylak | 141,224,153 | 99.58% | 601,363 | 0.42% |
Paul N. Wright | 141,121,247 | 99.50% | 704,270 | 0.50% |
Michael Price | 141,242,060 | 99.59% | 583,457 | 0.41% |
Judith Mosely | 141,239,944 | 99.59% | 585,572 | 0.41% |
Dawn Moss | 141,182,059 | 99.55% | 643,458 | 0.45% |
Greg Martin | 141,230,572 | 99.58% | 594,944 | 0.42% |
3. The Company's amended Share Option Plan was approved. Of the Shares voted, 140,793,308 represented votes FOR (99.27%) and 1,032,207 represented votes AGAINST (0.73%).
4. The unallocated entitlements under the Company's amended Share Option Plan was approved. Of the Shares voted, 140,751,312 represented votes FOR (99.24%) and 1,074,203 represented votes AGAINST (0.76%).
5. The Company's amended Share Unit Plan was approved. Of the Shares voted, 140,889,439 represented votes FOR (99.34%) and 936,077 represented votes AGAINST (0.66%).
6. The unallocated entitlements under the Company's amended Share Unit Plan was approved. Of the Shares voted, 140,849,123 represented votes FOR (99.31%) and 976,393 represented votes AGAINST (0.69%).
7. EY LLP, Chartered Accountants, were appointed auditor of the Company for the ensuing year and the directors were authorized to fix the remuneration paid to EY LLP. Of the Shares voted, 155,406,762 represented votes FOR (99.50%) and 779,377 represented votes WITHHELD (0.50%).
8. A non-binding advisory resolution was approved, accepting the Company's approach to executive compensation. Of the Shares voted, 140,867,401 represented votes FOR (99.32%) and 958,115 represented votes AGAINST (0.68%).
- 2 -
There were 14,360,623 non-votes recorded (but not voted) on each resolution, except for the vote on the number of directors which had 50 non-votes. Non-votes are discretionary votes given to a broker by a US beneficial holder not allowed under Canadian Securities Regulations.