Gold Fields Ltd. Amends 13D Filing for Galiano Gold Inc.
Ticker: GFIOF · Form: SC 13D/A · Filed: Mar 7, 2024 · CIK: 1172724
| Field | Detail |
|---|---|
| Company | Gold Fields Ltd (GFIOF) |
| Form Type | SC 13D/A |
| Filed Date | Mar 7, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $150 million, $20 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: sec-filing, ownership-change, mining
Related Tickers: GOOG
TL;DR
Gold Fields Ltd. just updated their Galiano Gold stake filing. Watch this space.
AI Summary
Gold Fields Ltd. has filed an amendment (No. 3) to its Schedule 13D concerning Galiano Gold Inc. The filing, dated March 7, 2024, indicates a change in beneficial ownership. Gold Fields Ltd. is based in Sandton, South Africa, and Galiano Gold Inc. is headquartered in Vancouver, Canada.
Why It Matters
This filing signals a potential shift in control or significant stakeholding in Galiano Gold Inc. by Gold Fields Ltd., which could impact the company's strategic direction and shareholder value.
Risk Assessment
Risk Level: medium — Changes in beneficial ownership filings can indicate significant corporate actions or shifts in control, which carry inherent investment risks.
Key Players & Entities
- Gold Fields Ltd. (company) — Filing entity
- Galiano Gold Inc. (company) — Subject company
- Gold Fields Netherlands Service B.V. (company) — Group member
- Gold Fields Orogen Holding (BVI) Ltd (company) — Group member
- Marsh Holdings Inc. (company) — Group member
- Asanko Gold Inc. (company) — Former company name of Galiano Gold Inc.
- Keegan Resources Inc. (company) — Former company name of Galiano Gold Inc.
FAQ
What is the specific nature of the change in beneficial ownership reported by Gold Fields Ltd. for Galiano Gold Inc.?
The filing is an amendment to Schedule 13D, indicating a change in beneficial ownership, but the specific details of the change (e.g., percentage increase/decrease, number of shares) are not provided in the excerpt.
When was this amendment filed with the SEC?
This amendment (No. 3) was filed on March 7, 2024.
What is the primary business of Galiano Gold Inc.?
Galiano Gold Inc. is involved in mining, quarrying of nonmetallic minerals (no fuels), with a specific SIC code of GOLD & SILVER ORES [1040].
What were the previous names of Galiano Gold Inc.?
Galiano Gold Inc. was formerly known as Asanko Gold Inc. (name change on March 11, 2013) and Keegan Resources Inc. (name change on October 6, 2006).
Where are the principal business addresses for Gold Fields Ltd. and Galiano Gold Inc.?
Gold Fields Ltd.'s business address is in Sandton, South Africa. Galiano Gold Inc.'s business address is in Vancouver, Canada.
Filing Stats: 1,336 words · 5 min read · ~4 pages · Grade level 11.5 · Accepted 2024-03-07 13:19:58
Key Financial Figures
- $150 million — the GF Group an aggregate amount of U.S.$150 million (in several tranches, including as defe
- $20 million — as deferred cash consideration) and U.S.$20 million as share consideration in the Issuer. O
Filing Documents
- d777504dsc13da.htm (SC 13D/A) — 71KB
- d777504dex991.htm (EX-99.1) — 6KB
- 0001193125-24-061867.txt ( ) — 79KB
is
Item 4 is hereby amended by adding the following: Share Purchase Agreement As previously disclosed, on December 20, 2023, the Reporting Persons entered into a share purchase agreement between GF Netherlands, Gold Fields Orogen, Galiano, Galiano International (Isle of Man) Ltd. and Galiano Gold (Isle of Man) Ltd (the SPA). As consideration for the acquisition of Gold Fields joint venture interest in the Asanko Gold Mine, Galiano and its subsidiaries agreed to pay to the GF Group an aggregate amount of U.S.$150 million (in several tranches, including as deferred cash consideration) and U.S.$20 million as share consideration in the Issuer. On March 5, 2024, Gold Fields announced that pursuant to the terms of the SPA, the SPA transactions closed and 28,500,000 Considerations Shares were issued to the Reporting Persons, resulting in the Reporting Persons holding 19.9% of the issued and outstanding shares of the Issuer. Amended and Restated Investor Rights Agreement Concurrently with the closing of the SPA transactions, Marsh Holdings Inc. and Galiano entered into the Amended and Restated Investor Rights Agreement. Item6. Contracts, Arrangements Understandings or Relationships with Respect to Securities of the Issuer
is hereby amended and supplemented to include the following
Item 6 is hereby amended and supplemented to include the following: The information set forth in Item 4 of the Schedule 13D is incorporated herein by reference. Item7. Materials to Be Filed as Exhibits. Exhibit No. Description 99.1 Joint Filing Agreement.
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Dated: March 7, 2024 GOLD FIELDS LIMITED By: /s/ Mike Fraser Name: Mike Fraser Title: Chief Executive Officer GOLD FIELDS OROGEN (BVI) LIMITED By: /s/ Johan Pauley Name: Johan Pauley Title: Director GOLD FIELDS NETHERLANDS SERVICES B.V. By: /s/ L.W. Lor Name: L.W. Lor Title: Managing Director MARSH HOLDINGS INC. By: /s/ Steven Reid Name: Steven Reid Title: Director