Galiano Gold(GAU) - 2025 Q4 - Annual Report

Credit Facility and Financial Agreements - Asanko Gold Ghana Ltd has secured a USD 75,000,000 revolving credit facility arranged by Firstrand Bank Limited[1] - The facility is intended for general corporate purposes, enhancing liquidity for operational needs[3] - The agreement includes provisions for interest calculations, fees, and conditions of utilization[3] - The facility agent and security agent roles are both held by Firstrand Bank Limited, ensuring streamlined management of the credit facility[1] - The agreement outlines specific financial covenants and representations to maintain compliance throughout the facility's term[3] - The facility is structured to allow for prepayment and cancellation under certain conditions, providing flexibility to the borrower[3] - The agreement includes a detailed schedule of conditions precedent required for initial utilization of the facility[5] - The facility is governed by the laws of Ghana, ensuring adherence to local regulations and standards[4] - The agreement specifies the roles of various parties involved, including original lenders and guarantors, to ensure clarity in obligations[3] - The facility is designed to support Asanko Gold's operational strategies and potential market expansions[1] Financial Obligations and Indebtedness - Galiano Gold reported a maximum aggregate principal amount of USD250,000 for existing corporate credit card facilities issued by Bank of Montreal[42] - The company has a revolving credit facility available under the agreement, with total outstanding amounts including loan principal, accrued interest, and fees[51] - Galiano Gold's financial indebtedness includes amounts raised through various instruments, including loans and bonds[29] - The company has obligations under existing royalty agreements, including the Gold Fields Royalty Agreement dated March 4, 2024[68] - The company is subject to various environmental laws and regulations that impact its operations and require necessary permits[35] Financial Management and Risk - The existing hedging arrangements include transactions with FirstRand Bank Limited, ensuring financial risk management[47] - The company has established secured hedging agreements with counterparties to manage financial risks associated with its operations[128] - Galiano Gold's operations are affected by force majeure events, which may impact its ability to meet financial obligations[30] - The margin for loans outstanding under the facility is set at 3.95% unless certain conditions apply, which could increase the rate by an additional 2.00% per annum[39] Financial Reporting and Compliance - The company’s financial statements for the year ended December 31, 2024, are audited and will be used for compliance and reporting purposes[41] - The definition of "Material Adverse Effect" includes significant impacts on the company's business operations or financial condition[39] - The company is subject to various legal reservations that may affect the enforceability of its financial obligations and rights under the finance documents[38] - The Measurement Period for financial assessments is defined as a twelve-month period ending on the Measurement Date[67] - Financial statements provided to Finance Parties must be true, complete, and prepared in accordance with IFRS, giving a fair view of financial condition[195] - There has been no material adverse change in the Borrower's business or financial condition since the last financial statements were drawn up[195] Borrower Obligations and Conditions - The Borrower must provide evidence of compliance with various conditions precedent before utilizing the facility, including obtaining necessary consents from the Minister of Lands and Natural Resources of Ghana[81] - The Borrower is required to deliver evidence confirming the stamping and registration of Security Documents within specified timeframes[83] - The Borrower must ensure that no Default or Force Majeure Event has occurred before requesting a loan[81] - The Borrower must ensure the Esaase Mining Lease is ratified by the Parliament of Ghana as soon as practicable[90] - The Borrower is obligated to repay each Loan in full on the last day of its Interest Period and the Final Maturity Date[101] - The Borrower must make all payments free of any Tax Deduction unless required by law, and if a Tax Deduction is necessary, the payment amount must be increased accordingly[141] Payments and Costs - The Borrower must pay accrued interest on each Loan on the last day of each Interest Period[117] - The Borrower must promptly pay all transaction expenses incurred by the Facility Agent and Security Agent upon demand[171] - The Borrower is required to reimburse Finance Parties for all reasonable costs and expenses incurred in responding to requests within three business days[172] - The Borrower indemnifies Finance Parties for costs incurred due to mitigation steps taken under Clause 16.1[173] - The Borrower must pay all enforcement costs, including legal fees, within three business days of demand[176] Legal and Regulatory Compliance - The company’s operations are subject to various sanctions and legal compliance requirements that could impact its financial activities[45] - All authorizations necessary for the conduct of business have been obtained and are in full force[183] - No litigation or labor disputes are currently pending or threatened against the Borrower or its subsidiaries[197]