SCHEDULE: Gold Fields Exits Galiano Gold Stake, Sells 19.5% for C$151M

Gold Fields Limited and its subsidiaries have fully divested their 19.5% beneficial ownership in Galiano Gold Inc. through a C$151.4 million share sale.

Summary

• Gold Fields Limited, through its wholly-owned subsidiaries Marsh Holdings Inc. and Gold Fields Orogen Holding (BVI) Limited, sold an aggregate of 50,471,657 common shares of Galiano Gold Inc.
• The shares were sold at a price of C$3.00 per Common Share, generating total gross proceeds of approximately C$151,414,971.
• The sale was executed as a bought deal block trade to BMO Capital Markets, Scotiabank, and CIBC Capital Markets.
• Immediately prior to the sale, Gold Fields and its subsidiaries beneficially owned approximately 19.5% of Galiano Gold's issued and outstanding common shares.
• Following the completion of the sale on September 23, 2025, Gold Fields and its subsidiaries no longer own or control any common shares of Galiano Gold Inc.
• This Amendment No. 4 constitutes an exit filing for Gold Fields Limited and its subsidiaries, as they have ceased to be beneficial owners of more than 5% of Galiano Gold's securities.
• Galiano Gold may elect to satisfy up to 20% of certain deferred acquisition consideration (US$25,000,000 due by December 31, 2025, and US$30,000,000 due by December 31, 2026) through the issuance of common shares to Gold Fields Orogen Holding (BVI) Limited.
• Any such share issuance is conditional on the Gold Fields group not holding more than 19.9% of Galiano Gold's issued and outstanding common shares.
• For illustrative purposes, satisfying the maximum 20% of both deferred considerations in shares, at a deemed issue price of US$2.47, would result in the issuance of 4,453,441 shares, representing approximately 1.7% of Galiano Gold's total issued and outstanding common shares.

Sentiment

Score: 5

Explanation: Gold Fields has fully divested its direct equity stake in Galiano Gold, realizing significant proceeds. Galiano Gold's stock will have increased liquidity, but it loses a major institutional shareholder. The overall sentiment is neutral as it represents a planned strategic exit.

Positives

• Gold Fields Limited realized significant gross proceeds of approximately C$151,414,971 from the sale of its Galiano Gold stake.
• The exit of a major shareholder removes a potential overhang on Galiano Gold's stock, potentially increasing liquidity and attracting new investors.
• Galiano Gold retains flexibility to pay a portion of its deferred acquisition consideration in shares, which could conserve cash.

Negatives

• Galiano Gold loses a significant institutional shareholder and former joint venture partner, which could be perceived as a loss of strategic support.
• The potential future issuance of shares to satisfy deferred consideration could lead to dilution for existing Galiano Gold shareholders.

Risks

• Potential dilution for existing shareholders if Galiano Gold elects to satisfy deferred acquisition consideration through the issuance of common shares.
• The deemed issue price for future share issuances will be based on the volume-weighted average trading price, introducing market price risk for Galiano Gold.

Future Outlook

Galiano Gold Inc. retains the option to satisfy up to 20% of its First Deferred Consideration (US$25 million due by December 31, 2025) and Second Deferred Consideration (US$30 million due by December 31, 2026) through the issuance of common shares to Gold Fields Orogen Holding (BVI) Limited, provided Gold Fields' total holding does not exceed 19.9% of Galiano's outstanding shares.

Industry Context

This transaction represents a major gold producer, Gold Fields, divesting its remaining equity stake in a smaller gold miner, Galiano Gold, which operates the Asanko gold mine in Ghana. Such divestitures are common as larger companies streamline their portfolios, focus on core assets, or monetize non-strategic investments, potentially increasing the free float and liquidity of the divested company's shares.

Comparison to Industry Standards

• Not applicable as this filing pertains to a change in beneficial ownership, not operational or financial results for comparison.

Related Party Transactions

• The Share Purchase Agreement dated December 20, 2023, under which Galiano acquired Gold Fields' 50% joint venture interest in the Asanko gold mine, includes deferred acquisition consideration that Galiano may elect to pay partially in common shares to Gold Fields Orogen Holding (BVI) Limited.

Stakeholder Impact

• Shareholders of Galiano Gold Inc. will experience increased liquidity in the stock due to the removal of a large institutional holder and potential for new investors.
• Galiano Gold Inc. shareholders face potential future dilution if the company elects to issue shares for deferred consideration.
• Shareholders of Gold Fields Limited benefit from the monetization of their investment in Galiano Gold, realizing significant cash proceeds.

Next Steps

• Galiano Gold Inc. may elect to issue common shares to Gold Fields Orogen Holding (BVI) Limited for a portion of the First Deferred Consideration on or before December 31, 2025.
• Galiano Gold Inc. may elect to issue common shares to Gold Fields Orogen Holding (BVI) Limited for a portion of the Second Deferred Consideration on or before December 31, 2026.

Key Dates

Recommendation

The filing indicates a significant institutional investor, Gold Fields Limited, has fully divested its 19.5% stake in Galiano Gold Inc. This removes a large share overhang but also eliminates a strategic partner. While the sale generated substantial proceeds for Gold Fields, Galiano's future performance will now be solely driven by its operational execution without the direct influence of a major mining house. The potential for future share issuance to satisfy deferred acquisition consideration introduces a minor dilution risk. Investors should hold to assess Galiano's independent operational performance and strategic direction post-Gold Fields' exit.

Keywords

Galiano Gold, Gold Fields, Share Sale, Beneficial Ownership, SEC Filing, Schedule 13D, Mining, Ghana, Asanko Gold Mine, Equity Divestment