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 March 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 March 28, 2023


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:  March 28, 2023


Galiano Gold Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

(All dollar amounts are United States dollars unless otherwise stated)

GALIANO GOLD REPORTS Q4 AND FULL YEAR 2022 OPERATING AND FINANCIAL RESULTS

Vancouver, British Columbia, March 28, 2023 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) reports fourth quarter ("Q4") and full year 2022 operating and financial results for the Company and the Asanko Gold Mine ("AGM"), located in Ghana, West Africa. The AGM is a 50:50 joint venture ("JV") with Gold Fields Limited ("Gold Fields") (JSE, NYSE: GFI) which is managed and operated by Galiano. All financial information contained in this news release is reported in US$.

Asanko Gold Mine JV Key Metrics (100% basis):

 Robust mine economics: $343 million after-tax net present value at a 5% discount rate (“NPV5%“) and $478 million pre-tax NPV5%, applying a $1,700 per ounce (“/oz”) gold price.

 Low cash costs: $905/oz average total cash costs1 and $1,143/oz average all-in-sustaining costs1 ("AISC") over the LOM.

 Increased production profile: annual average gold production of 254,000 ounces from 2025 to 2030, inclusive, and LOM average annual production of 217,000 ounces per year.

 Mining to recommence in 2023: mining contractors expected to be in operation at Abore during the fourth quarter.


1 See "Non-IFRS Performance Measures"


Galiano Gold Highlights:

"In the fourth quarter, the AGM had yet another strong financial and operating period. Despite the anticipated lower grades being processed, the stockpiles continued to generate cash to further strengthen the AGM's balance sheet, building a solid foundation to fund the next stage of development at the AGM," stated Matt Badylak, Galiano's President and Chief Executive Officer. "With the independent feasibility study now complete and Mineral Reserves reinstated for the AGM, our focus as the JV operators will now shift to optimizing the life of mine plan to enhance the project's economics, and restart mining as soon as possible, currently expected during the fourth quarter of this year. I am also very encouraged with the continued exploration success achieved in 2022 and the advancement of further exploration work on the highly prospective Asankrangwa gold belt.


Additionally, at the corporate level, our balance sheet remains debt free with more than $55 million of cash, and we are excited to have commenced a drilling program at our 100% owned Asumura property on the Sefwi gold belt in Ghana."

Asanko Gold Mine - Summary of quarterly operational and financial highlights (100% basis)

Asanko Gold Mine (100% basis)   Q4 2022     Q3 2022     Q2 2022     Q1 2022     Q4 2021  
Ore mined ('000t)   -     144     675     1,075     1,623  
Waste mined ('000t)   -     107     1,320     5,279     8,752  
Total mined ('000t)   -     251     1,995     6,354     10,375  
Strip ratio (W:O)   -     0.7     2.0     4.9     5.4  
Average gold grade mined (g/t)   -     1.8     1.6     1.3     1.2  
Mining cost ($/t mined)   -     25.27     8.30     4.64     3.75  
Ore transportation from Esaase ('000 t)   503     699     901     1,304     1,264  
Ore transportation cost ($/t trucked)   6.19     6.55     6.19     5.82     6.13  
Ore milled ('000t)   1,518     1,423     1,406     1,482     1,472  
Average mill head grade (g/t)   0.8     1.1     1.3     1.3     1.2  
Average recovery rate (%)   80     88     84     69     91  
Processing cost ($/t milled)   10.06     10.45     10.40     9.46     10.07  
G&A cost ($/t milled)   4.20     4.89     5.40     6.17     5.86  
Gold produced (oz)   34,090     43,899     50,010     42,343     50,278  
Gold sales (oz)   34,202     45,482     46,236     41,929     51,368  
Average realized gold price ($/oz)   1,686     1,687     1,832     1,846     1,771  
Total cash costs1 ($/oz)   1,031     1,001     1,218     1,361     1,257  
All-in sustaining costs1 ($/oz)   1,191     1,178     1,431     1,559     1,539  
All-in sustaining margin1 ($/oz)   495     509     401     287     232  
All-in sustaining margin1 ($m)   16.9     23.2     18.5     12.0     11.9  
Revenue ($m)   57.8     76.9     84.9     77.5     91.1  
Income (loss) from mine operations ($m)   19.2     25.7     16.2     10.6     (8.9 )
Adjusted net income (loss) after tax 1 ($m)   19.6     17.3     13.7     7.4     (11.4 )
Cash provided by operating activities ($m)   11.1     26.1     34.3     3.9     14.0  
Free cash flow1 ($m)   5.5     16.3     25.3     (3.4 )   (3.6 )


Asanko Gold Mine - Financial and operational highlights for the three months and years ended December 31, 2022 and 2021 (100% basis)

    Three months ended December 31,     Year ended December 31,   
(All amounts in 000's of US dollars, unless otherwise stated)   2022     2021     2022     2021  
Asanko Gold Mine (100% basis)                        
Financial results                        
Revenue   57,808     91,075     297,136     382,380  
Income (loss) from mine operations   19,167     (8,949 )   71,653     58,026  
Net income (loss) after tax   83,712     (164,575 )   103,223     (114,472 )
Adjusted net income (loss) after tax1   19,627     (11,411 )   58,058     38,692  
Adjusted EBITDA1   22,810     1,595     79,248     76,712  
                         
Cash and cash equivalents   91,271     49,211     91,271     49,211  
Cash generated from operating activi ties   11,135     13,953     75,479     86,602  
Free cash flow1   5,528     (3,617 )   43,780     25,921  
AISC margin1   16,930     11,917     70,664     72,602  
                         
Key mine performance data                        
Gold produced (ounces)   34,090     50,278     170,342     210,241  
Gold sold (ounces)   34,202     51,368     167,849     216,076  
                         
Average realized gold price ($/oz)   1,686     1,771     1,767     1,767  
                         
Total cash costs ($ per gold ounce sold)1   1,031     1,257     1,157     1,177  
All -in sustaining costs ($ per gold ounce sold)1   1,191     1,539     1,346     1,431  

Galiano Gold Inc. - Financial highlights for the three months and years ended December 31, 2022 and 2021

    Three months ended December 31,     Year ended December 31,  
(All amounts in 000's of US dollars, except per share amounts)   2022     2021     2022     2021  
Galiano Gold Inc.                        
Net income (loss) after tax   28,500     (91,033 )   40,809     (68,883 )
Net income (loss) after tax per share   0.13     (0.40 )   0.18     (0.31 )
Adjusted net (loss) income after tax1   (6,010 )   (14,478 )   6,299     7,672  
Adjusted net (loss) income after tax per share1   (0.03 )   (0.06 )   0.03     0.03  
Adjusted EBITDA1   8,169     344     28,827     28,498  
Cash and cash equivalents   56,111     53,521     56,111     53,521  

2023 AGM Outlook

The Company has provided preliminary guidance for 2023 based on the Independent FS, which may be adjusted in the near term as the short-term stockpile processing plan and profile of capital spend is refined and the required JV approvals are obtained. The AGM is expected to produce between 100,000-120,000 ounces at AISC1 between $1,900/oz and $1,975/oz. AISC1 is anticipated to be elevated in 2023 primarily due to waste stripping necessary to restart mining at Abore, which will benefit future years production, as well as higher expenditures on the TSF.

It is expected that $38 million of sustaining capital expenditures will be spent on the TSF Stage 7 expansion, plant infrastructure and water management in 2023. Additionally, development capital of $24 million is expected to be spent on Abore and Miradani North site establishments.

For 2023, the exploration budget at the AGM is estimated at $15 million, which includes approximately 40,000 metres of drilling, as well as ground geophysics, trenching, soil sampling and regional mapping. The 2023 exploration program is focused on targeting discoveries on underexplored greenfield areas of the AGM tenements, as well as increasing the Mineral Reserve and Mineral Resources at the known deposits.

Despite the capital-intensive year, the AGM is expected to break even in terms of cash flow, assuming production achieves the top end of guidance at prevailing metal prices. The investment in 2023 will provide a solid foundation for the next phase of the operation.

This news release should be read in conjunction with Galiano's Management's Discussion and Analysis and the Audited Consolidated Annual Financial Statements for the years ended December 31, 2022 and 2021, which are available at www.galianogold.com and filed on SEDAR.

1 Non-IFRS Performance Measures

The Company has included certain non-IFRS performance measures in this news release. These non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Refer to the Non-IFRS Measures section of Galiano's Management's Discussion and Analysis for an explanation of these measures and reconciliations to the Company's and the JV's reported financial results in accordance with IFRS.

Management of the Company uses total cash costs per gold ounce sold to monitor the operating performance of the JV.  Total cash costs include the cost of production, adjusted for share-based compensation expense, by-product revenue and production royalties of 5% per ounce of gold sold.


The Company has adopted the reporting of "all-in sustaining costs per gold ounce" ("AISC") as per the World Gold Council's guidance. AISC include total cash costs, corporate overhead expenses, sustaining capital expenditure, sustaining capitalized stripping costs, reclamation cost accretion and lease payments made to and interest expense on the AGM's mining and service lease agreements per ounce of gold sold. Excluded from AISC are one-time severance charges in line with World Gold Council guidance.  All-in sustaining margin is calculated by taking the average realized gold price for a period less that period's AISC.

EBITDA provides an indication of the Company's continuing capacity to generate income from operations before taking into account the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income (loss) excluding interest expense, interest income, amortization and depletion, and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and to include the Company's interest in the adjusted EBITDA of the JV. Other companies and JV partners may calculate EBITDA and Adjusted EBITDA differently.

The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use free cash flow to evaluate the JV's performance with respect to its operating cash flow capacity to meet non-discretionary outflows of cash. The presentation of free cash flow is not meant to be a substitute for the cash flow information presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measures. Free cash flow is calculated as cash flows from operating activities of the JV adjusted for cash flows associated with sustaining and non-sustaining capital expenditures and payments made to mining and service contractors for leases capitalized under IFRS 16.

The Company has included the non-IFRS performance measures of adjusted net income (loss) and adjusted net income (loss) per common share. Neither adjusted net income (loss) nor adjusted net income (loss) per share have any standardized meaning and are therefore unlikely to be comparable to other measures presented by other issuers. Adjusted net income (loss) excludes certain non-cash items or non-recurring items from net income or net loss to provide a measure which helps the Company and investors to evaluate the results of the underlying core operations of the Company or the JV and its ability to generate cash flows and is an important indicator of the strength of the Company's or the JV's operations and performance of its core business.


Enquiries:

Krista Muhr

Toll-Free (N. America): 1-855-246-7341

Telephone: 1-778-239-0446

Email: info@galianogold.com

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, which is located in Ghana, West Africa, and jointly owned with Gold Fields. 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.

Cautionary Note Regarding Forward-Looking Statements

Certain statements and information contained in this news release constitute "forward-looking statements" within the meaning of applicable U.S. securities laws and "forward-looking information" within the meaning of applicable Canadian securities laws, which we refer to collectively as "forward-looking statements". Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future conditions and courses of action. All statements and information other than statements of historical fact may be forward looking statements. In some cases, forward-looking statements can be identified by the use of words such as "seek", "expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast", "intend", "believe", "predict", "potential", "target", "may", "could", "would", "might", "will" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook.


Forward-looking statements in this news release include, but are not limited to: the operating plans for the AGM under the JV between the Company and Gold Fields; planned and future drilling programs; anticipated production and cost guidance; timing of recommencement of mining; expectations regarding capital expenditures, exploration budget and cash flow; and statements regarding the usefulness and comparability of certain non-IFRS measures. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to: the Company and Gold Fields will agree on the manner in which the JV will operate the AGM, including agreement on development plans and capital expenditures; the price of gold will not decline significantly or for a protracted period of time; the accuracy of the estimates and assumptions underlying mineral reserve and mineral resource estimates; the ability of the AGM to continue to operate, produce and ship doré from the AGM site to be refined during the COVID-19 pandemic or any other infectious disease outbreak; the Company's ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions; the global financial markets and general economic conditions will be stable and prosperous in the future; the ability of the JV and the Company to comply with applicable governmental regulations and standards; the mining laws, tax laws and other laws in Ghana applicable to the AGM and the JV will not change, and there will be no imposition of additional exchange controls in Ghana; the success of the JV and the Company in implementing its development strategies and achieving its business objectives; the JV will have sufficient working capital necessary to sustain its operations on an ongoing basis and the Company will continue to have sufficient working capital to fund its operations and contributions to the JV; and the key personnel of the Company and the JV will continue their employment.

The foregoing list of assumptions cannot be considered exhaustive.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and you are cautioned not to place undue reliance on forward-looking statements contained herein. Some of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements contained in this news release, include, but are not limited to: the mineral reserve and mineral resource estimates may change and may prove to be inaccurate; metallurgical recoveries may not be economically viable; risks associated with the Company ceasing its mining operations during 2023; life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect; actual production, costs, returns and other economic and financial performance may vary from the Company's estimates in response to a variety of factors, many of which are not within the Company's control; the AGM has a limited operating history and is subject to risks associated with establishing new mining operations; sustained increases in costs, or decreases in the availability, of commodities consumed or otherwise used by the Company may adversely affect the Company; adverse geotechnical and geological conditions (including geotechnical failures) may result in operating delays and lower throughput or recovery, closures or damage to mine infrastructure; the ability of the Company to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process ore, concentrate and tailings as planned is dependent on a number of factors and assumptions which may not be present or occur as expected; the JV's mineral properties may experience a loss of ore due to illegal mining activities; the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment; outbreaks of COVID-19 and other infectious diseases may have a negative impact on global financial conditions, demand for commodities and supply chains and could adversely affect the Company's business, financial condition and results of operations and the market price of the common shares of the Company; the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures; the Company may be unsuccessful in attracting and retaining key personnel; labour disruptions could adversely affect the Company's operations; recoveries may be lower in the future and have a negative impact on the Company's financial results; the lower recoveries may persist and be detrimental to the AGM and the Company; the Company's business is subject to risks associated with operating in a foreign country; risks related to the Company's use of contractors; the hazards and risks normally encountered in the exploration, development and production of gold; the Company's operations are subject to environmental hazards and compliance with applicable environmental laws and regulations; the effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency; the Company's operations and workforce are exposed to health and safety risks; unexpected costs and delays related to, or the failure of the Company to obtain, necessary permits could impede the Company's operations; the Company's title to exploration, development and mining interests can be uncertain and may be contested; geotechnical risks associated with the design and operation of a mine and related civil structures; the Company's properties may be subject to claims by various community stakeholders; risks related to limited access to infrastructure and water; risks associated with establishing new mining operations; the Company's revenues are dependent on the market prices for gold, which have experienced significant recent fluctuations; the Company may not be able to secure additional financing when needed or on acceptable terms; the Company's shareholders may be subject to future dilution; risks related to the control of AGM cashflows and operation through a joint venture; risks related to changes in interest rates and foreign currency exchange rates; risks relating to credit rating downgrades; changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds; ability to repatriate funds; risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws; non-compliance with public disclosure obligations could have an adverse effect on the Company's stock price; the carrying value of the Company's assets may change and these assets may be subject to impairment charges; risks associated with changes in reporting standards; the Company's primary asset is held through a joint venture, which exposes the Company to risks inherent to joint ventures, including disagreements with joint venture partners and similar risks; the Company may be liable for uninsured or partially insured losses; the Company may be subject to litigation; damage to the Company's reputation could result in decreased investor confidence and increased challenges in developing and maintaining community relations which may have adverse effects on the business, results of operations and financial conditions of the joint venture and the Company and the Company's share price; the Company may be unsuccessful in identifying targets for acquisition or completing suitable corporate transactions, and any such transactions may not be beneficial to the Company or its shareholders; the Company must compete with other mining companies and individuals for mining interests; risks related to information systems security threats; the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions; the Company's common shares may experience price and trading volume volatility; the Company has never paid dividends and does not expect to do so in the foreseeable future; the Company's shareholders may be unable to sell significant quantities of the Company's common shares into the public trading markets without a significant reduction in the price of its common shares, or at all; and the risk factors described under the heading "Risk Factors" in the Company's Annual Information Form.


Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in the forward-looking statements, you are cautioned that this list is not exhaustive and there may be other factors that the Company has not identified. Furthermore, the Company undertakes no obligation to update or revise any forward-looking statements included in, or incorporated by reference in, this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this news release.

Source: Galiano Gold Inc.