SEC Form SC 13G/A filed by Galiano Gold Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]            Rule 13d-1(b)

[x]            Rule 13d-1(c)

[ ]            Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

¹ Includes 19,764,537 common shares, no par value (the “Common Shares”) of Galiano Gold Inc. (the “Issuer”) held in one or more client accounts over which Equinox Partners Investment Management LLC, as investment advisor, has shared voting and dispositive power. The filing of this statement should not be deemed as admission that Equinox Partners Investment Management LLC is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares held in such client account(s).

² See Footnote 1 on page 2. The filing of this statement should not be deemed an admission that Mr. Fieler is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares held in such client account(s).

Galiano Gold Inc.

1640-1066 West Hastings Street

Vancouver, British Columbia, V6E 3X1, Canada

The names of the persons jointly filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:

•	Equinox Partners Investment Management LLC, a Delaware limited liability company (“EPIM”).

•	Equinox Partners, L.P., a Delaware limited partnership (“Equinox Partners”).

•	Mason Hill Partners, LP, a Delaware limited partnership (“Mason Hill Partners”).

•	Equinox Partners Precious Metals Master Fund, L.P., a Bermuda limited partnership (“Equinox Partners Precious Metals Master Fund”).

•	Sean M. Fieler, a United States Citizen (“Mr. Fieler”).

EPIM’s principal business is serving as an investment advisor to certain private investment funds, including Equinox Partners, Mason Hill Partners, Equinox Partners Precious Metals Master Fund and other client accounts.

Each of Equinox Partners, Mason Hill Partners, and Equinox Partners Precious Metals Master Fund is a private investment fund.

Mr. Fieler owns a controlling interest in, and is the managing member of, EPIM.

The principal business office of each of the Reporting Persons is Three Stamford Plaza, 301 Tresser Blvd, 13th Fl., Stamford, CT 06901.

Each of EPIM, Equinox Partners, and Mason Hill Partners is organized under the laws of the State of Delaware. Equinox Partners Precious Metals Master Fund is organized under the laws of Bermuda. Mr. Fieler is a citizen of the United States.

Common Shares, no par value (“Common Shares”)

36352H100

Each of EPIM and Mr. Fieler may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Shares which each of Equinox Partners, Mason Hill Partners and Equinox Partners Precious Metals Master Fund directly beneficially owns. Each of Mason Hill and Mr. Fieler disclaims beneficial ownership of such Common Shares for all other purposes.

EPIM acts as an investment advisor to certain client accounts and, by virtue of investment management agreements with these clients, has voting and dispositive power over the Common Shares held in such client accounts. Mr. Fieler is the managing member of, and owns a controlling interest in, EPIM. The filing of this statement should not be deemed an admission that EPIM or Mr. Fieler is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares held in such client accounts.

(i)	EPIM beneficially owns 32,963,436 Common Shares.

(ii)	Equinox Partners beneficially owns 10,018,049 Common Shares.

(iii)

Mason Hill Partners beneficially owns 1,736,495 Common Shares.

(iv)	Equinox Partners Precious Metals Master Fund beneficially owns 1,444,355 Common Shares.

(v)	Mr. Fieler beneficially owns 32,963,436 Common Shares.

(vi)	Collectively, the Reporting Persons beneficially own 32,963,436 Common Shares.

(b)            Percent of Class:

The following percentages are based on 224,943,453 Common Shares outstanding.

(i)	EPIM’s beneficial ownership of 32,963,436 Common Shares represents approximately 14.7% of the outstanding Common Shares.

(ii)	Equinox Partners’ beneficial ownership of 10,018,049 Common Shares represents approximately 4.5% of the outstanding Common Shares.

(iii)

Mason Hill Partners’ beneficial ownership of 1,736,495 Common Shares represents approximately 0.8% of the outstanding Common Shares.

(iv)	Equinox Partners Precious Metals Master Fund’s beneficial ownership of 1,444,355 Common Shares represents approximately 0.6% of the outstanding Common Shares.

(v)	Mr. Fieler’s beneficial ownership of 32,963,436 Common Shares represents approximately 14.7% of the outstanding Common Shares.

(vi)	Collectively, the Reporting Persons’ beneficial ownership of 32,963,436 Common Shares represents approximately 14.7% of the outstanding Common Shares.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Not applicable.

Not applicable.

See Exhibit A of the Schedule 13G filed by the Reporting Persons on August 7, 2023.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.