SCHEDULE: Gold Fields Exits Galiano Gold Stake

Gold Fields Limited and its subsidiaries have sold their entire 19.5% stake in Galiano Gold Inc. for C$151.4 million, ceasing to be a beneficial owner.

Summary

• Gold Fields Limited and its subsidiaries (Marsh Holdings Inc. and Gold Fields Orogen Holding (BVI) Limited) have sold their entire beneficial ownership in Galiano Gold Inc.
• An aggregate of 50,471,657 common shares were sold on September 23, 2025, at a price of C$3.00 per share.
• The total gross proceeds from the sale amounted to approximately C$151,414,971.
• Prior to the sale, Gold Fields beneficially owned approximately 19.5% of Galiano Gold's issued and outstanding common shares.
• Following the sale, Gold Fields and its subsidiaries no longer own or control any common shares of Galiano Gold, constituting an exit filing.
• Galiano Gold may still elect to pay up to 20% of two deferred acquisition consideration payments (US$25 million due by Dec 31, 2025, and US$30 million due by Dec 31, 2026) in Galiano common shares to Gold Fields Orogen Holding (BVI) Limited.
• Such share issuances are conditional on Gold Fields not holding more than 19.9% of Galiano's shares and would be priced at the 5-day volume-weighted average trading price (VWAP) on the NYSE American.
• An illustrative example suggests a maximum of 4,453,441 shares (approximately 1.7% of outstanding shares) could be issued if Galiano elects the maximum 20% for both deferred payments at a US$2.47 VWAP.

Sentiment

Score: 5

Explanation: The filing reports an expected strategic divestment by a major shareholder. While the exit of a large investor can sometimes be viewed negatively, the transaction was likely anticipated following the previous joint venture acquisition. The potential for Galiano to issue shares for deferred consideration offers financial flexibility but also carries a minor dilution risk. Overall, the news is neutral to slightly negative for Galiano's stock price due to the shareholder exit, but the terms of the deferred payments are clear.

Positives

• Gold Fields realized significant gross proceeds of approximately C$151.4 million from the sale of its Galiano Gold stake.
• Galiano Gold retains the flexibility to satisfy a portion of its deferred acquisition consideration (up to 20% of US$25 million and US$30 million) through share issuance, potentially preserving cash.

Negatives

• A major institutional shareholder, Gold Fields Limited, has fully divested its 19.5% stake in Galiano Gold, which could be perceived negatively by the market.
• The potential future issuance of Galiano Gold common shares to Gold Fields for deferred consideration could lead to dilution for existing shareholders.

Risks

• Potential future dilution for Galiano Gold shareholders if the company elects to satisfy deferred acquisition consideration payments by issuing common shares instead of cash.
• The deemed issue price for any future shares will be based on the volume-weighted average trading price (VWAP) at the time of issuance, introducing market price risk for both parties.

Future Outlook

Galiano Gold Inc. has the option to satisfy up to 20% of two future deferred acquisition consideration payments, totaling US$55 million, through the issuance of its common shares to Gold Fields Orogen Holding (BVI) Limited. These payments are due by December 31, 2025 (US$25 million) and December 31, 2026 (US$30 million). Any such share issuance would be priced at the 5-day volume-weighted average trading price on the NYSE American and is subject to Gold Fields not holding more than 19.9% of Galiano's shares.

Management Comments

• 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, this Amendment No. 4 constitutes an exit filing for the reporting person.

Industry Context

This transaction reflects a strategic decision by Gold Fields, a major global gold producer, to divest its remaining equity stake in Galiano Gold. This could be part of a broader portfolio optimization strategy, focusing on core assets or generating cash for other investments. For Galiano Gold, the exit of a significant institutional shareholder could impact investor sentiment and liquidity, although the underlying operational asset (Asanko gold mine) remains fully owned by Galiano.

Comparison to Industry Standards

• This filing is a disclosure of a shareholder's exit and deferred payment terms, not a performance report. Therefore, direct comparison to industry standards for operational or financial results is not applicable.
• The C$3.00 per share sale price and the deferred consideration terms are specific to the agreement between Gold Fields and Galiano Gold, reflecting their particular circumstances and the market conditions at the time of the transaction.

Related Party Transactions

• The sale of 50,471,657 common shares was executed by Gold Fields' wholly-owned subsidiaries (Marsh Holdings Inc. and Gold Fields Orogen Holding (BVI) Limited) to BMO Capital Markets, Scotiabank, and CIBC Capital Markets.
• The deferred acquisition consideration payments stem from a Share Purchase Agreement dated December 20, 2023, between GF Orogen, Galiano, and certain affiliates, where Galiano acquired Gold Fields' 50% joint venture interest in the Asanko gold mine. This represents a prior related-party transaction that continues to have financial implications.

Stakeholder Impact

• Shareholders of Galiano Gold Inc.: The exit of a major institutional shareholder (Gold Fields) could lead to short-term selling pressure or a perception of reduced institutional confidence. However, the potential future issuance of shares for deferred consideration could lead to minor dilution.
• Gold Fields Limited Shareholders: The company has realized significant cash proceeds (C$151.4 million) from the sale, which can be deployed for other strategic initiatives, debt reduction, or shareholder returns.
• Creditors of Galiano Gold Inc.: The option to pay deferred consideration in shares provides Galiano with financial flexibility, potentially reducing immediate cash outflows and improving liquidity.

Next Steps

• Galiano Gold Inc. will need to decide whether to elect to pay a portion of the First Deferred Consideration (due by December 31, 2025) in common shares or cash.
• Galiano Gold Inc. will need to decide whether to elect to pay a portion of the Second Deferred Consideration (due by December 31, 2026) in common shares or cash.

Key Dates

Recommendation

This filing primarily details a strategic divestment by a major shareholder, Gold Fields, from Galiano Gold. It does not provide new information on Galiano's operational performance, financial health beyond the deferred payments, or strategic direction. While the exit of a large shareholder can create short-term market volatility, the transaction was likely anticipated given the prior sale of the joint venture interest. The potential for future share issuance for deferred consideration introduces a minor dilution risk but also offers Galiano financial flexibility. Without further operational or financial updates from Galiano, a "hold" recommendation is appropriate, as the filing itself doesn't fundamentally alter the investment thesis for Galiano Gold, but rather clarifies a significant shareholder's position.

Keywords

Galiano Gold, Gold Fields, SEC filing, Schedule 13D, common shares, share sale, divestment, beneficial ownership, deferred consideration, Asanko Gold Mine, equity, mining, gold