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 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

Exhibit 99.2 included with this report is hereby incorporated by reference into the registrant's registration statement on Form F-10 (File no. 333-268945) (the "Registration Statement"), and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.


Exhibits Description
   
99.1 News release dated April 17, 2023
   
99.2 Material Change Report dated April 17, 2023
   
99.3 Notice of Change of Auditor
   
99.4 Predecessor Auditor Letter
   
99.5 Successor Auditor Letter


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:  April 17, 2023


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

GALIANO GOLD ANNOUNCES AUDITOR CHANGE

Vancouver, British Columbia, April 17, 2023, Galiano Gold Inc. ("Galiano" or the "Company") (TSX: GAU; NYSE American: GAU) announced today that it has changed its auditors from KPMG (the "Former Auditor") to Ernst & Young (the "Successor Auditor").

The Former Auditor has resigned effective April 11, 2023. The board of directors of the Company (the "Board") have appointed the Successor Auditor effective April 11, 2023. The Company is grateful to KPMG for its past services to the Company.

There were no reservations in the Former Auditor's reports on any of the Company's audited financial statements, and no reportable events between the Company and the Former Auditor.

In accordance with National Instrument 51-102, the Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor (collectively, the "Reporting Package"), has been reviewed and approved by the Board and the Reporting Package 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


Galiano Gold Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

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

April 11, 2023

Item 3: News Release

The news release announcing the material change referred to in this report was disseminated on April 17, 2023 through Newswire and a copy has been filed under Galiano's profile on SEDAR.

Item 4: Summary of Material Change

On April 17, 2023, Galiano announced that it has changed its auditor from KPMG (the "Former Auditor") to Ernst & Young (the "Successor Auditor").

Item 5:

5.1 Full Description of Material Change

On April 17, 2023, Galiano announced that it has changed its auditor from KPMG (the "Former Auditor") to Ernst & Young (the "Successor Auditor").

The Former Auditor has resigned effective April 11, 2023. The board of directors of the Company (the "Board") have appointed the Successor Auditor effective April 11, 2023. The Company is grateful to KPMG for its past services to the Company.

There were no reservations in the Former Auditor's reports on any of the Company's audited financial statements, and no reportable events between the Company and the Former Auditor.

In accordance with National Instrument 51-102, the Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor (collectively, the "Reporting Package"), has been reviewed and approved by the Board, and the Reporting Package has been filed on SEDAR.

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 Krista Muhr, Investor Relations Advisor of Galiano, at info@galianogold.com or 1-778-239-0446 or toll-free at 1-855-246-7341.

Item 9: Date of Report

April 17, 2023


Galiano Gold Inc.: Exhibit 99.3 - Filed by newsfilecorp.com

TO: British Columbia Securities Commission

Alberta Securities Commission

Saskatchewan Financial Services Commission

Manitoba Securities Commission

Ontario Securities Commission

Nova Scotia Securities Commission

New Brunswick Securities Commission

Prince Edward Island Securities Office

Securities Commission of Newfoundland and Labrador

Northwest Territories Registrar of Securities

Yukon Registrar of Securities

Nunavut Registrar of Securities

NOTICE OF CHANGE OF AUDITORS

RE: Notice Regarding Change of Auditor pursuant to National Instrument 51-102 -
Continuous Disclosure Obligations ("NI 51-102")

Notice is hereby given pursuant to Section 4.11 of NI 51-102, of a change in the auditor for Galiano Gold Inc. (the "Company") from KPMG (the "Former Auditor") to Ernst & Young (the "Successor Auditor").

The Former Auditor has resigned effective April 11, 2023. The board of directors of the Company (the "Board") have appointed the Successor Auditor effective April 11, 2023. The Company is grateful to KPMG for its past services to the Company.

There have been no reservations contained in the Former Auditor's reports on any of the Company's audited financial statements, and no reportable events between the Company and the Former Auditor.

In accordance with NI 51-102, this Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor (collectively, the "Reporting Package"), has been reviewed and approved by the Board, and the Reporting Package has been filed on SEDAR.

GALIANO GOLD INC.

/s/ Matthew Freeman

 

Matthew Freeman, Chief Financial Officer

Dated April 11, 2023

 

1640-1066 West Hastings Street
Vancouver, BC Canada V6E 3X1

T +1 604.683.8193
F +1 236.259.6066

galianogold.com


Galiano Gold Inc.: Exhibit 99.4 - Filed by newsfilecorp.com
   
  KPMG LLP
Chartered Professional Accountants
PO Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3
Canada
Telephone   (604) 691-3000
Fax              (604) 691-3031
Internet        www.kpmg.ca

 

To:

British Columbia Securities Commission

Alberta Securities Commission

Saskatchewan Financial Services Commission

Manitoba Securities Commission

Ontario Securities Commission

Nova Scotia Securities Commission

New Brunswick Securities Commission

Prince Edward Island Securities Office

Securities Commission of Newfoundland and Labrador

Northwest Territories Registrar of Securities

Yukon Registrar of Securities

Nunavut Registrar of Securities

April 11, 2023

Dear Sir/Madam

Re: Notice of Change of Auditors of Galiano Gold Inc.

We have read the Notice of Galiano Gold Inc. dated April 11, 2023 and are in agreement with the statements contained in such Notice.

Yours very truly,

/s/ KPMG LLP

Chartered Professional Accountants

April 11, 2023

 

 

KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.  KPMG Canada provides services to KPMG LLP.


Galiano Gold Inc.: Exhibit 99.5 - Filed by newsfilecorp.com


Ernst & Young LLP

The Stack
1134 Melville St
Suite 1900
Vancouver,
BC V6E 4E5


Tel: +1 604 891 8200

Fax: +1 604 643 5422
ey.com




April 12, 2023

British Columbia Securities Commission

Alberta Securities Commission

Saskatchewan Financial Services Commission

Manitoba Securities Commission

Ontario Securities Commission

Nova Scotia Securities Commission

New Brunswick Securities Commission

Prince Edward Island Securities Office

Securities Commission of Newfoundland and Labrador

Northwest Territories Registrar of Securities

Yukon Registrar of Securities

Nunavut Registrar of Securities

Dear Sirs/Mesdames:

Re:  Galiano Gold Inc.

 Change of Auditor Notice dated April 11, 2023


Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Change of Auditor Notice and confirm our agreement with the information contained in the Notice pertaining to our firm.

Yours sincerely,

/s/ Ernst & Young LLP

Chartered Professional Accountants