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Surging Q1 2026 profit at Galiano Gold (NYSE: GAU) as costs, royalties shift

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Galiano Gold reported a sharply improved Q1 2026 driven by stronger production and higher gold prices at the Asanko Gold Mine in Ghana. Revenue rose to $166.5 million, with net revenue after hedge losses of $144.6 million. The company generated income from mine operations of $72.5 million and net income of $36.9 million, compared with a loss a year earlier. Adjusted EBITDA reached $93.4 million, up 364% from Q1 2025.

The mine produced 34,747 ounces of gold, 68% higher than Q1 2025, and sold 34,181 ounces at an average gross price of $4,857/oz. All-in sustaining costs were $2,361/oz, down 6% year-over-year, but management lifted full-year AISC guidance to $2,300–$2,600/oz after Ghana moved to a sliding-scale royalty of up to 12%.

Galiano ended the quarter with $114.9 million in cash and no debt, generating operating cash flow of $46.7 million. Development of the Nkran Cut 3 pushback advanced, with $13.5 million in capitalized stripping and plans to significantly increase mining volumes later in 2026. The company reaffirmed 2026 production guidance of 140,000–160,000 ounces and expanded its exploration budget to $24–$26 million to pursue resource growth at Esaase and Abore.

Positive

  • Profitability and cash flow surged: Q1 2026 net income reached $36.9 million versus a loss in Q1 2025, with adjusted EBITDA up 364% to $93.4 million and operating cash flow rising 80% to $46.7 million.
  • Production growth with solid balance sheet: Gold production increased 68% year-over-year to 34,747 ounces, while cash and cash equivalents totaled $114.9 million and the company reported no debt at quarter end.

Negative

  • Higher structural cost outlook: All-in sustaining cost guidance for 2026 was raised to $2,300–$2,600/oz from $2,000–$2,300/oz following Ghana’s move to a sliding-scale royalty of up to 12% on gold revenue.
  • Large planned capital spend: Development capital for 2026 is guided at $120–$140 million, primarily for Nkran Cut 3 stripping and resettlement, which will absorb a substantial portion of operating cash flow.

Insights

Q1 2026 shows a major profitability rebound, tempered by higher long-term cost guidance.

Galiano Gold delivered a strong operational quarter. Net revenue reached $144.6 million and net income was $36.9 million, reversing the prior-year loss. Adjusted EBITDA of $93.4 million and operating cash flow of $46.7 million underline significantly improved cash generation with $114.9 million of cash and no debt.

Production growth and pricing were key drivers. The Asanko Gold Mine produced 34,747 ounces, 68% above Q1 2025, with 34,181 ounces sold at an average gross price of $4,857/oz. All-in sustaining costs of $2,361/oz fell 6% year-over-year, even as royalties rose due to the new Ghanaian sliding-scale framework and higher gold prices.

Looking ahead, the company reaffirmed 2026 production guidance of 140,000–160,000 ounces but raised AISC guidance to $2,300–$2,600/oz at a $4,500/oz gold assumption. Significant development spending of $120–$140 million on Nkran Cut 3 and an expanded $24–$26 million exploration budget should support future mine life and resource growth, while actual cost performance will depend on royalties, diesel prices, and successful delivery of the mine plan through at least 2027.

Revenue $166.5M Q1 2026 gold sales including by-product silver
Net income $36.9M Q1 2026 consolidated net income and comprehensive income
Adjusted EBITDA $93.4M Q1 2026 non-IFRS measure, up 364% vs Q1 2025
Cash balance $114.9M Cash and cash equivalents as of March 31, 2026
Gold production 34,747 oz Asanko Gold Mine output in Q1 2026
All-in sustaining cost $2,361/oz AISC for Q1 2026 per ounce of gold sold
2026 AISC guidance $2,300–$2,600/oz Full-year 2026 guidance at $4,500/oz gold assumption
Development capex guidance $120–$140M 2026 development capital, mainly Nkran Cut 3 and resettlement
All-in sustaining costs financial
"All-in sustaining costs1 ("AISC") of $2,361/oz, a 6% decrease compared to Q1 2025"
All-in sustaining costs (AISC) is a per-unit measure used mainly in the mining sector that captures the full ongoing cost to produce a unit of metal, including operating expenses, sustaining capital (maintenance of current operations), and a share of corporate overhead and site-level costs. Investors use AISC to judge whether production generates real profit and sustainable cash flow—think of it as the total monthly household cost to keep a home running, not just the utility bill.
Adjusted EBITDA financial
"Adjusted EBITDA1 of $93.4 million during Q1 2026, an increase of 364% from Q1 2025"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
sliding scale royalty financial
"gold royalties are subject to a sliding scale, starting at 5% ... and increasing to 12%"
zero cost collar financial
"The zero cost collar (“ZCC”) gold hedges commitment represents the mark‐to‐market fair value"
contingent consideration financial
"$30.0 million of the aggregate consideration payable is contingent upon 100,000 gold ounces being produced"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
asset retirement provisions financial
"The asset retirement provisions consist of reclamation and closure costs for the AGM's mining properties"
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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 May 2026

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 99.1 and 99.2 included with this report are hereby incorporated by reference as exhibits to the registrant's registration statement on Form F-10 (File No. 333-288285) (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  
   
99.1 Unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025
   
99.2 Management's Discussion and Analysis for the three months ended March 31, 2026 and 2025
   
99.3 CEO certification of interim filings
   
99.4 CFO certification of interim filings
   
99.5 News release dated May 13, 2026

 

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: May 13, 2026



Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited, expressed in thousands of United States dollars, unless otherwise stated)

 

TABLE OF CONTENTS

Condensed Consolidated Interim Statements of Financial Position 2
   
Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss) 3
   
Condensed Consolidated Interim Statements of Changes in Equity 4
   
Condensed Consolidated Interim Statements of Cash Flow 5
   
Notes to the Condensed Consolidated Interim Financial Statements 6 - 31


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
AS AT MARCH 31, 2026 AND DECEMBER 31, 2025
(In thousands of United States dollars)

      March 31, 2026     December 31, 2025  
  Note   $     $  
Assets              
Current assets              
   Cash and cash equivalents 4   114,936     108,327  
   Accounts receivable     189     71  
   Inventories 5   86,740     70,802  
   Value added tax receivables     23,769     10,808  
   Prepaid expenses and other 6   12,726     12,175  
      238,360     202,183  
Non-current assets              
   Mineral properties, plant and equipment 7   404,710     388,609  
   Other non-current assets 9, 12(b)   8,155     8,259  
      412,865     396,868  
Total assets     651,225     599,051  
               
Liabilities              
Current liabilities              
   Accounts payable and accrued liabilities 8   90,435     87,053  
   Income taxes payable 21   19,909     4,167  
   Financial liabilities 23   85,061     77,317  
   Lease liabilities 10   15,911     16,806  
   Deferred consideration 11(a)   28,662     28,242  
   Provisions 12(a)   6,995     6,995  
      246,973     220,580  
Non-current liabilities              
   Lease liabilities 10   16,432     20,269  
   Contingent consideration 11(b),(c)   27,977     26,308  
   Asset retirement provisions 12(b)   75,694     75,732  
   Deferred tax liabilities 21   22,745     23,024  
   Other non-current liabilities 23   -     11,480  
      142,848     156,813  
Total liabilities     389,821     377,393  
               
Equity              
   Common shareholders ' equity              
      Share capital     621,595     619,311  
      Equity reserves     55,132     54,530  
      Accumulated deficit     (422,294 )   (454,985 )
   Total common shareholders' equity     254,433     218,856  
   Non-controlling interest 15   6,971     2,802  
Total equity     261,404     221,658  
               
Total liabilities and equity     651,225     599,051  
Commitments and contingencies 23            

The accompanying notes form an integral part of these condensed consolidated interim financial statements .

Approved on behalf of the Board of Directors:

   "Matt Badylak"       "Greg Martin"   
Director Director


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(In thousands of United States dollars , except share and per share amounts )

      Three months ended  
      March 31, 2026     March 31, 2025  
  Note   $     $  
               
Revenue 16   166,524     76,590  
Realized and unrealized losses on gold hedges (1) 16, 25(b)   (21,896 )   (35,116 )
Net revenue     144,628     41,474  
               
Cost of sales:              
   Production costs 17   (45,250 )   (42,242 )
   Depreciation and depletion 7   (12,380 )   (14,393 )
   Royalties 18   (14,545 )   (4,595 )
Total cost of sales     (72,175 )   (61,230 )
               
Income (loss) from mine operations     72,453     (19,756 )
               
General and administrative expenses 19   (5,475 )   (5,100 )
Exploration and evaluation expenditures     (722 )   (1,471 )
Income (loss) from operations     66,256     (26,327 )
               
Finance income     644     1,126  
Finance expense(1) 20   (5,723 )   (3,995 )
Foreign exchange loss     (1,360 )   (196 )
Income (loss) before taxes     59,817     (29,392 )
               
Current income tax expense 21   (23,236 )   -  
Deferred income tax recovery 21   279     -  
Net income (loss) and comprehensive income (loss) for the period     36,860     (29,392 )
               
Net income (loss) attributable to:              
   Common shareholders of the Company     32,691     (26,806 )
   Non-controlling interest 15   4,169     (2,586 )
Net income (loss) for the period     36,860     (29,392 )
               
Weighted average number of shares outstanding:              
   Basic     260,277,611     257,172,124  
   Diluted 22   269,732,725     257,172,124  
               
Net income (loss) per share attributable to common shareholders :              
   Basic     0.13     (0.10 )
   Diluted     0.12     (0.10 )

(1) March 31, 2025 figures have been restated as a res ult of changes to the presentation of realized and unrealized losses on gold hedge derivative instruments . For more information on this change in accounting policy, refer to note 16 of these interim financial statements and note 3(n) of the Company's audited consolidated annual financial statements for the year ended December 31, 2025.

The accompanying notes form an integral part of these condensed consolidated interim financial statements .


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(In thousands of Uni ted States dollars, except for number of common shares)

      Number of                       Non-        
      common     Share     Equity     Accumulated     controlling     Total  
      shares     capital     reserves     deficit     interest     equity  
  Note         $     $     $     $     $  
                                       
Balance as at December 31, 2024     257,077,946     616,203     52,948     (425,695 )   4,313     247,769  
   Issuance of common shares:                                      
      Exercise of stock options 14(a)   311,500     339     (101 )   -     -     238  
   Share-based compensation expense 14(e)   -     -     907     -     -     907  
   Net loss and comprehensive loss for the period     -     -     -     (26,806 )   (2,586 )   (29,392 )
Balance as at March 31, 2025     257,389,446     616,542     53,754     (452,501 )   1,727     219,522  
                                       
Balance as at January 1, 2026     259,790,437     619,311     54,530     (454,985 )   2,802     221,658  
   Issuance of common shares:                                      
      Exercise of stock options, net of issuance costs 14(a)   1,286,331     1,951     (596 )   -     -     1,355  
      Equity-settled long-term incentive plan awards 14(b)   136,996     333     (86 )   -     -     247  
   Share-based compensation expense 14(e)   -     -     1,284     -     -     1,284  
   Net income and comprehensive income for the period     -     -     -     32,691     4,169     36,860  
Balance as at March 31, 2026     261,213,764     621,595     55,132     (422,294 )   6,971     261,404  

The accompanying notes form an integral part of these condensed consolidated interim financial statements .


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(In thousands of United States dollars)

      Three months ended  
      March 31, 2026     March 31, 2025  
  Note   $     $  
               
Operating activities:              
Net income (loss) for the period     36,860     (29,392 )
Adjustments for:              
Depreciation and depletion 7,19   12,412     14,425  
Share-based compensation 14(e)   1,384     1,136  
Finance income     (589 )   (1,126 )
Finance expense 20   5,723     3,995  
Net unrealized (gain) loss on gold hedge derivative instruments 16   (3,250 )   30,216  
Unrealized foreign exchange loss     480     316  
Current income tax expense 21   23,236     -  
Income taxes paid 21   (7,495 )   -  
Deferred income tax recovery 21   (279 )   -  
Operating cash flow before working capital changes     68,482     19,570  
Change in working capital 24   (21,793 )   6,322  
Cash provided by operating activities     46,689     25,892  
               
Investing activities:     (35,610 )      
Expenditures on mineral properties, plant and equipment 7   (22,104 )
Interest received     553     964  
Purchase of marketable securities     (68 )   (473 )
Sale of marketable securities     66     -  
Cash used in investing activities     (35,059 )   (21,613 )
               
Financing activities:     (5,989 )      
Lease liability payments 10   (3,604 )
Shares issued for cash on exercise of stock options, net of costs 14(a)   1,256     238  
Revolving credit facility related costs 9   (113 )   -  
Cash used in financing activities     (4,846 )   (3,366 )
               
Impact of foreign exchange on cash and cash equivalents     (175 )   (307 )
               
Net increase in cash and cash equivalents during the period     6,609     606  
Cash and cash equivalents, beginning of period     108,327     105,775  
Cash and cash equivalents, end of period     114,936     106,381  
               
Supplemental cash flow information 24            

The accompanying notes form an integral part of these condensed consolidated interim financial statements.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

1. Nature of operations

Galiano Gold Inc. ("Galiano" or the "Company") was incorporated on September 23, 1999 under the Business Corporations Act of British Columbia, Canada.  The Company's head office and principal address is located at 1640 - 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1, Canada. The Company's registered and records office is located at Suite 3500, 1133 Melville Street, Vancouver, V6E 4E5. The Company's common shares trade on the Toronto Stock Exchange and NYSE American Exchange under the ticker symbol "GAU".

The Company's principal business activity is the operation of the Asanko Gold Mine ("AGM"), of which the Company owns 90% and the Government of Ghana holds a 10% free-carried interest (non-controlling interest). The AGM consists of four main open-pit mining areas: Abore, Nkran, Esaase and Miradani North, multiple satellite deposits and exploration projects located on the Asankrangwa Gold Belt in the Amansie West District of the Republic of Ghana ("Ghana"), West Africa.

2. Basis of presentation

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee. These condensed consolidated interim financial statements do not include all of the necessary annual disclosures in accordance with IFRS and should be read in conjunction with the Company's audited consolidated annual financial statements for the year ended December 31, 2025.

These condensed consolidated interim financial statements were authorized for issue and approved by the Company's Board of Directors on May 13, 2026.

The accounting policies followed by the Company in these condensed consolidated interim financial statements are the same as those applied in the Company's audited consolidated annual financial statements for the year ended December 31, 2025.

(b) Basis of presentation and consolidation

These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments carried at fair value.

All amounts are expressed in thousands of United States dollars, unless otherwise stated, and the United States dollar is the functional currency of the Company and each of its subsidiaries. References to C$ are to Canadian dollars.

Certain comparative period financial information has been restated to conform to the current period presentation.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

2. Basis of presentation (continued)

(b) Basis of presentation and consolidation (continued)

These condensed consolidated interim financial statements incorporate the financial information of the Company and its subsidiaries as at March 31, 2026. Subsidiaries are entities controlled by the Company. Control exists when the Company has power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

All significant intercompany amounts and transactions between the Company and its subsidiaries have been eliminated on consolidation.

There have been no material changes in the Company's subsidiaries from those disclosed in the audited consolidated annual financial statements for the year ended December 31, 2025. 

(c) Accounting standards adopted during the period

IFRS 7 and 9

In May 2024, the IASB issued amendments to the classification and measurement of financial instruments (IFRS 7 and IFRS 9), which included clarification that a financial liability is derecognized on the 'settlement date'; an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met; clarification on how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance‐linked features; and requires additional disclosures under IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event. The amendments to IFRS 7 and IFRS 9 are effective for annual reporting periods beginning on or after January 1, 2026. The amendments to IFRS 7 and IFRS 9 had no material impact on the Company's consolidated financial statements.

(d) Accounting standards and amendments issued but not yet adopted

The following standards and interpretations, which may be applicable to the Company, have been issued but are not yet effective as of March 31, 2026:

IFRS 18

On April 9, 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, a new standard on presentation and disclosure in financial statements with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but may change what an entity reports as its 'operating profit or loss'. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. The Company is currently evaluating how the detailed implications of applying IFRS 18 will impact the disclosures in its consolidated financial statements in future periods. Preliminarily, the Company has identified the following potential impacts, which are not exhaustive, of applying IFRS 18 on its consolidated financial statements:


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

2. Basis of presentation (continued)

(d) Accounting standards and amendments issued but not yet adopted (continued)

IFRS 18 (continued)

 Items of income or expense may be grouped differently resulting in new subtotals or line items in the Statement of Operations and Comprehensive Income (Loss).

 There will be new disclosures for management-defined performance measures (“MPM”). An MPM has been defined as a subtotal of income and expenses that is used in communications outside of the financial statements to highlight a particular aspect of overall financial performance. Based on an initial review of the Company’s communications outside of the financial statements, the following financial performance measures, which is not exhaustive, may meet the definition of an MPM: adjusted net income; earnings before interest, taxes, depreciation, and amortization (“EBITDA”); and adjusted EBITDA.

3. Significant accounting judgements and estimates

The preparation of financial statements, in conformity with IFRS, requires management to make judgements, estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in these condensed consolidated interim financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows.

The Company's significant accounting judgements and estimates are unchanged as compared to those presented in note 5 of the Company's audited consolidated annual financial statements for the year ended December 31, 2025.

4. Cash and cash equivalents

    March 31, 2026      December 31, 2025  
    $     $  
Cash held in banks   107,264     98,799  
Short-term investments   7,672     9,528  
Cash and cash equivalents   114,936     108,327  

5.
 Inventories

    March 31, 2026      December 31, 2025  
    $     $  
Gold dore on hand   1,535     469  
Gold-in-process   5,938     3,880  
Ore stockpiles   62,551     49,361  
Supplies   16,716     17,092  
Total inventories   86,740     70,802  

GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

6. Prepaid expenses and other

    March 31, 2026      December 31, 2025  
    $     $  
Prepaid expenses   8,837     7,649  
Marketable securities   3,889     4,526  
Total prepaid expenses and other   12,726     12,175  

7.
 Mineral properties, plant and equipment ("MPP&E")

          Exploration     Plant,                          
          and     buildings           Assets              
    Mineral     evaluation     and     Right-of-     under     Corporate        
    properties     assets     equipment     use assets     construction     assets     Total  
    $     $     $     $     $     $     $  
Cost                                          
As at January 1, 2025   108,004     3,964     195,002     47,615     1,784     515     356,884  
Additions   106,197     -     1,260     11,157     8,818     76     127,508  
Change in asset retirement provisions (note 12(b))   6,992     -     -     -     -     -     6,992  
Transfers   -     -     8,677     -     (8,677 )   -     -  
As at December 31, 2025   221,193     3,964     204,939     58,772     1,925     591     491,384  
Additions   29,734     -     739     -     789     5     31,267  
Change in asset retirement provisions (note 12(b))   (789 )   -     -     -     -     -     (789 )
Transfers   -     -     259     -     (259 )   -     -  
As at March 31, 2026   250,138     3,964     205,937     58,772     2,455     596     521,862  
                                           
Accumulated depreciation and depletion                                          
As at January 1, 2025   (9,970 )   -     (5,672 )   (11,339 )   -     (474 )   (27,455 )
Depreciation and depletion expense   (50,099 )   -     (9,281 )   (15,915 )   -     (25 )   (75,320 )
As at December 31, 2025   (60,069 )   -     (14,953 )   (27,254 )   -     (499 )   (102,775 )
Depreciation and depletion expense   (9,684 )   -     (1,173 )   (3,511 )   -     (9 )   (14,377 )
As at March 31, 2026   (69,753 )   -     (16,126 )   (30,765 )   -     (508 )   (117,152 )
                                           
Net book value:                                          
As at December 31, 2025   161,124     3,964     189,986     31,518     1,925     92     388,609  
As at March 31, 2026   180,385     3,964     189,811     28,007     2,455     88     404,710  

During the three months ended March 31, 2026, additions to mineral properties included capitalized stripping costs at the Abore and Esaase deposits of $6.4 million (three months ended March 31, 2025 - $11.9 million) and $13.5 million of pre‐stripping costs at the Nkran deposit (three months ended March 31, 2025 - $3.2 million).


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

7. Mineral properties, plant and equipment ("MPP&E")

During the three months ended March 31, 2026, depreciation and depletion expense recognized in the Statement of Operations and Comprehensive Income (Loss) included a credit of $2.0 million to depreciation expense, which was capitalized to inventories (three months ended March 31, 2025 - $1.3 million).

Refer to note 19 for depreciation expense on corporate fixed assets, which is recorded within general and administrative expenses. Refer to note 9 for details of the revolving credit facility, which is secured by a first priority charge against AGGL's assets, including mineral properties, plant and equipment.

8. Accounts payable and accrued liabilities

The Company's accounts payable and accrued liabilities are primarily comprised of amounts outstanding for purchases relating to mining operations, exploration and evaluation activities, and corporate expenses. The normal credit period for supplier payables is typically between 30 to 90 days. Accounts payable and accrued liabilities are comprised of the following items:

    March 31, 2026      December 31, 2025  
    $     $  
Supplier payables   20,097     22,226  
Accrued liabilities   37,674     36,737  
Royalties, mineral rights fees and withholding taxes   18,799     14,510  
Current portion of long-term incentive plan liabilities (note 14)   13,865     13,580  
Total accounts payable and accrued liabilities   90,435     87,053  

9. Revolving credit facility

On December 19, 2025, the Company's subsidiary AGGL entered into a revolving credit facility (the "RCF") with FirstRand Bank Limited, acting through its Rand Merchant Bank division. The RCF has a 4-year term and floating interest rate based on the Secured Overnight Financing Rate (SOFR) plus a margin of 3.95% per annum, while the undrawn portion of the RCF is subject to a standby fee of 1.38% per annum.

The RCF is guaranteed by certain subsidiaries of the Company and is also secured by a first priority charge against AGGL's assets, and a first priority share pledge of certain of the Company's subsidiaries.  Additionally, the RCF includes certain financial covenants to be tested semi-annually, as disclosed in the Company's consolidated annual financial statements for the year ended December 31, 2025. As of March 31, 2026, the Company had not drawn on the RCF and was in full compliance with all covenants.

The Company was required to deposit $0.9 million of cash into a reserve account in connection with closing the RCF. This cash is restricted until the term of the RCF expires and has been presented within other non-current assets in the Statement of Financial Position. 

Capitalized costs associated with finalizing the RCF agreement are presented within prepaid expenses and other non-current assets in the Statement of Financial Position.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

10. Lease liabilities

    March 31, 2026      December 31, 2025  
    $     $  
Balance, beginning of period   37,075     38,872  
Leases entered into during the period (note 7)   -     11,157  
Lease payments   (5,989 )   (19,265 )
Interest expense (note 20)   1,257     6,311  
Total lease liabilities, end of period   32,343     37,075  
             
Less: current portion of lease liabilities   (15,911 )   (16,806 )
Total non-current portion of lease liabilities   16,432     20,269  

During the three months ended March 31, 2026, the Company incurred $37.5 million relating to variable lease payments under mining services contracts and other mining related contracts, which have not been included in the measurement of lease liabilities (three months ended March 31, 2025 - $25.2 million).

11. Deferred and contingent consideration

On March 4, 2024, the Company acquired Gold Fields Limited's ("Gold Fields") 45% interest in the AGM ('the Acquisition"). In accordance with the Acquisition agreement, certain consideration payable to Gold Fields is deferred in time or contingent upon certain future events. Subsequent to March 31, 2026, Gold Fields sold their rights to the deferred and contingent consideration to OR Royalties Inc.

The Company recognized the following financial liabilities at fair value as of the acquisition date, which were subsequently remeasured as of March 31, 2026 in accordance with IFRS 9, Financial Instruments ("IFRS 9"). 

    March 31, 2026      December 31, 2025  
    $     $  
Deferred consideration   28,662     28,242  
Contingent consideration   19,985     19,320  
Nkran royalty   7,992     6,988  
Total deferred and contingent consideration   56,639     54,550  
             
Less: current portion of deferred consideration   (28,662 )   (28,242 )
Total non-current portion of deferred and contingent consideration   27,977     26,308  

(a) Deferred consideration

$55.0 million of the aggregate consideration payable was deferred with $25.0 million due on or before December 31, 2025 (paid) and $30.0 million due on or before December 31, 2026. The Company estimated the fair value of the deferred consideration at initial recognition by discounting the contractual future cash flows at a discount rate of 6.3%. After initial recognition, the deferred consideration was measured at amortized cost.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

11. Deferred and contingent consideration (continued)

(a) Deferred consideration (continued)

During the three months ended March 31, 2026, the Company recognized accretion expense of $0.4 million in finance expense in the Statement of Operations and Comprehensive Income (Loss) (three months ended March 31, 2025 - $0.8 million). The $30.0 million payment due on or before December 31, 2026 has been presented as a current liability in the Statement of Financial Position.

The following table summarizes the change in the carrying amount of the deferred consideration for the three months ended March 31, 2026 and year ended December 31, 2025:

    March 31, 2026      December 31, 2025  
    $     $  
Balance, beginning of period   28,242     50,109  
Payments   -     (25,000 )
Accretion expense (note 20)   420     3,133  
Balance, end of period   28,662     28,242  

(b) Contingent consideration

$30.0 million of the aggregate consideration payable is contingent upon 100,000 gold ounces being produced from the Nkran deposit. In accordance with IFRS 3 and IFRS 9, contingent consideration payable by an acquirer in a business combination shall be subsequently measured at fair value through profit or loss. The Company remeasured the fair value of the contingent consideration to $20.0 million as of March 31, 2026 and recognized a $0.7 million fair value adjustment for the three months ended March 31, 2026 in finance expense in the Statement of Operations and Comprehensive Income (Loss) (three months ended March 31, 2025 - $0.6 million).

In determining the fair value at March 31, 2026, the Company applied the same fair value methodology and assumptions as the December 31, 2025 valuation. The contingent consideration falls within level 3 of the fair value hierarchy.

The following table summarizes the change in the carrying amount of the contingent consideration for the three months ended March 31, 2026 and year ended December 31, 2025:

    March 31, 2026      December 31, 2025  
    $     $  
Balance, beginning of period   19,320     16,873  
Change in fair value during the period   665     2,447  
Balance, end of period   19,985     19,320  

GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

11. Deferred and contingent consideration (continued)

(c) Nkran royalty

A 1% net smelter return royalty on gold revenue generated from the Nkran deposit is payable beginning upon 100,000 gold ounces being produced, and subject to a maximum of 447,000 gold ounces of production. In accordance with IFRS 3 and IFRS 9, contingent consideration payable by an acquirer in a business combination shall be subsequently measured at fair value through profit or loss.

The Company estimated the fair value of the Nkran royalty by discounting forecast future cash flows at a discount rate of 14.5% (December 31, 2025 - 14.5% discount rate). The gold price assumption applied in estimating future royalty payments as of March 31, 2026 was based on a long-term consensus gold price of $3,400 per ounce. The Company remeasured the fair value of the Nkran royalty to $8.0 million as of March 31, 2026 and recognized a $1.0 million fair value adjustment for the three months ended March 31, 2026 in finance expense in the Statement of Operations and Comprehensive Income (Loss) (three months ended March 31, 2025 - $0.3 million). The Nkran royalty falls within level 3 of the fair value hierarchy.

The following table summarizes the change in the carrying amount of the Nkran royalty for the three months ended March 31, 2026 and year ended December 31, 2025:

    March 31, 2026      December 31, 2025  
    $     $  
Balance, beginning of period   6,988     4,388  
Change in fair value during the period   1,004     2,600  
Balance, end of period   7,992     6,988  

12. Provisions

(a) Legal provision

In 2019, a services provider of the AGM filed a dispute with an arbitration tribunal alleging the AGM breached the terms of a services agreement and claimed approximately $25.0 million in damages. The arbitrator ruled in favour of the AGM that there had not been a breach of any terms of the contract yet made an award to the counterparty of approximately $13.0 million plus interest for services rendered. The Company, consistent with the arbitration ruling, maintains the view that there was no breach of contract, and all contractual amounts were paid as due. The Company has sought to appeal the arbitration ruling. On March 26, 2026, the Court of Appeal dismissed the case on a procedural matter and did not consider the substantive merits of the case, so the Company will continue to follow the mandated Ghanaian judicial process until the matter is settled.

A provision of $7.0 million has been recorded as of March 31, 2026 (December 31, 2025 - $7.0 million), which represents management's best estimate to settle the claim. While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes the estimated provision is reasonable based on the information currently available.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

12. Provisions (continued)

(b) Asset retirement provisions

    March 31, 2026      December 31, 2025  
    $     $  
Balance, beginning of period   75,732     66,060  
Accretion expense (note 20)   798     2,889  
Change in estimate (note 7)   (789 )   6,992  
Reclamation undertaken during the period   (47 )   (209 )
Total asset retirement provisions, end of period   75,694     75,732  

The asset retirement provisions consist of reclamation and closure costs for the AGM's mining properties. Reclamation and closure activities include land rehabilitation, dismantling of buildings and mine facilities, ongoing care and maintenance and other costs. As at March 31, 2026, the AGM's reclamation cost estimates were discounted using a long‐term risk‐free discount rate of 4.2% (December 31, 2025 - 4.1%).

The Company is required to provide security to the Environmental Protection Agency of Ghana ("EPA") for the performance by the Company of its reclamation obligations in respect of its mining leases at the AGM. The reclamation deposits have been presented within other non‐current assets in the Statement of Financial Position. Additionally, the Company has provided bank guarantees to the EPA in the amount of $16.2 million (December 31, 2025 - $16.2 million).

13. Share capital

(a) Authorized:

Unlimited common shares without par value or restrictions.

(b) Base shelf prospectus

On July 8, 2025, the Company filed a final short form base shelf prospectus (the "Prospectus"), under which the Company may sell from time-to-time common shares, warrants, subscription receipts, units, debt securities and/or share purchase contracts of the Company, up to an aggregate of $500 million. The Prospectus has a term of 25-months from the filing date. As of the date of these financial statements, no securities have been issued under the Prospectus.

14. Equity reserves and long-term incentive plan awards

The Company has a stock option plan and a share unit plan under which restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs") may be awarded to directors, officers, employees and other service providers. All awards under the share unit plan may be designated by the Company's Board of Directors to be settled in either cash, shares or a combination thereof. The long-term incentive plan awards granted since 2025 have been determined by the Board to be equity-settled upon vesting.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

14. Equity reserves and long-term incentive plan awards (continued)

(a) Stock options

Options granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. Stock options have a maximum term of five years following the grant date. The fair value of stock options granted is determined using the Black Scholes option pricing model. Expected volatility was determined based on the historical volatility of the Company's share price over a period consistent with the expected life of the stock options.

The following table is a reconciliation of the movement in stock options for the period:

          Weighted average  
          exercise price  
    Number of Options     C$  
Balance, January 1, 2025   11,049,839     1.04  
Granted   2,494,000     1.81  
Exercised   (2,634,495 )   1.08  
Forfeited   (855,669 )   1.07  
Balance, December 31, 2025   10,053,675     1.21  
Granted   1,216,500     4.16  
Exercised   (1,286,331 )   1.44  
Forfeited   (303,335 )   2.19  
Balance, March 31, 2026   9,680,509     1.52  

For stock options granted during the three months ended March 31, 2026, the following assumptions were applied in the Black Scholes option pricing model:

    Assumptions  
Expected life of option (years)   3.6  
Forfeiture rate   17.7%  
Dividend yield   0.0%  
Risk-free rate   3.5%  
Volatility   60.9%  
Black Scholes fair value per option (in US dollars) $ 1.57  

The following table summarizes share-based compensation expense recognized on stock options and aggregate gross proceeds received by the Company on stock option exercises for the three months ended March 31, 2026 and 2025:

    Three months ended March 31,  
    2026     2025  
    $     $  
Share-based compensation expense   347     285  
Gross proceeds from stock option exercises   1,355     238  

GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

14. Equity reserves and long-term incentive plan awards (continued)

(b) Restricted share units

RSUs granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. The following table is a reconciliation of the movement in the number of RSUs outstanding for the three months ended March 31, 2026 and year ended December 31, 2025:

    Number of RSUs  
    March 31, 2026      December 31, 2025  
Balance, beginning of period   439,440     548,284  
Granted   317,000     223,000  
Settled in cash   (4,000 )   (204,581 )
Settled in common shares   (136,996 )   (77,996 )
Forfeited   (29,667 )   (49,267 )
Balance, end of period   585,777     439,440  

For all RSUs granted during the three months ended March 31, 2026, the awards vest in three equal tranches over a service period of three years, had an estimated forfeiture rate of 13.2% and a fair value per award of C$4.40 (three months ended March 31, 2025 - estimated forfeiture rate of 8.8% and a fair value per award of C$1.76). Of the RSU awards granted in 2026, 135,000 have been classified as equity-settled awards and therefore the fair value determined on the grant date will be amortized over the vesting period of three years. The remaining 172,000 were classified as cash-settled and are recorded as a liability at fair value, adjusted for the proportion of RSUs vested.

The following table is a reconciliation of the movement in the RSU liability for the three months ended March 31, 2026 and year ended December 31, 2025:

    March 31, 2026      December 31, 2025  
    $     $  
Balance, beginning of period   441     380  
Awards vested and change in fair value, net of forfeited awards   144     439  
Settled in cash   (12 )   (281 )
Equity-settled units transferred to share capital   (247 )   (97 )
Total RSU liability, end of period   326     441  
             
Less: current portion of RSU liability   (326 )   (357 )
Non-current RSU liability, end of period   -     84  

(c) Performance share units

PSUs granted prior to December 31, 2023 vest in one-third increments every twelve months following the grant date for a total vesting period of three years. PSUs granted from January 1, 2024 onwards have a cliff vesting feature and vest after a service period of three years.

All PSUs contain a performance criterion applied to the number of units that vest. The number of units that vest will be determined by the Company's relative share price performance in comparison to a peer group of companies or upon achievement of certain Company strategic objectives. The PSU performance multiplier ranges from 0% to 150%.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

14. Equity reserves and long-term incentive plan awards (continued)

(c) Performance share units (continued)

The following table is a reconciliation of the movement in the number of PSUs outstanding for the three months ended March 31, 2026 and year ended December 31, 2025:

    Number of PSUs  
    March 31, 2026      December 31, 2025  
Balance, beginning of period   1,591,968     1,476,487  
Granted   267,000     612,000  
Settled in cash   -     (592,750 )
Added due to performance condition   -     154,498  
Forfeited   (122,000 )   (58,267 )
Balance, end of period   1,736,968     1,591,968  

For all PSUs granted during the three months ended March 31, 2026, the awards cliff vest after a service period of three years, had an estimated forfeiture rate of 6.1% and a fair value per award of C$4.40 (three months ended March 31, 2025 - awards cliff vest over a service period of three years, had an estimated forfeiture rate of 7.0% and a fair value per award of C$1.76). PSU awards granted from 2025 onward have been classified as equity-settled awards and therefore the fair value determined on the grant date is amortized equally over the vesting period of three years.

The following table is a reconciliation of the movement in the PSU liability for the three months ended March 31, 2026 and year ended December 31, 2025:

    March 31, 2026      December 31, 2025  
    $     $  
Balance, beginning of period   1,320     927  
Awards vested and change in fair value, net of forfeited awards   140     1,112  
Settled in cash   -     (719 )
Total PSU liability, end of period   1,460     1,320  
             
Less: current portion of PSU liability   (1,460 )   (918 )
Non-current PSU liability, end of period   -     402  

GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

14. Equity reserves and long-term incentive plan awards (continued)

(d) Deferred share units

DSUs granted vest over a period of one year and will be paid to directors upon their retirement from the Board of Directors of the Company or upon a change of control.

The following table is a reconciliation of the movement in the number of DSUs outstanding for the three months ended March 31, 2026 and year ended December 31, 2025:

    Number of DSUs  
    March 31, 2026      December 31, 2025  
Balance, beginning of period   5,793,800     4,830,900  
Granted   426,400     962,900  
Balance, end of period   6,220,200     5,793,800  
             
Cash settled   4,830,900     4,830,900  
Equity settled   1,389,300     962,900  
Total DSUs   6,220,200     5,793,800  

For all DSUs granted during the three months ended March 31, 2026 and 2025, the awards vest quarterly over a service period of one year and had an estimated weighted‐average forfeiture rate of 0.0%. DSUs granted during the three months ended March 31, 2026 had a fair value per award of C$4.40 (three months ended March 31, 2025 - C$1.76). DSU awards granted since 2025 have been classified as equity-settled awards and therefore the fair value determined on the grant date will be amortized over the vesting period of one year. During the three months ended March 31, 2026, the Company recognized $0.8 million of share-based compensation expense related to equity-settled DSU awards (three months ended March 31, 2025 - $0.6 million).

The following table is a reconciliation of the movement in the DSU liability for the three months ended March 31, 2026 and year ended December 31, 2025:

    March 31, 2026      December 31, 2025  
    $     $  
Balance, beginning of period   12,305     6,098  
Awards vested and change in fair value   (184 )   6,219  
Effect of foreign exchange on DSU liability   (42 )   (12 )
DSU liability, end of period   12,079     12,305  

The financial liability associated with cash-settled DSU awards is recorded in accounts payable and accrued liabilities in the Statement of Financial Position.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

14. Equity reserves and long-term incentive plan awards (continued)

(e) Share-based compensation expense

The following table is a summary of share-based compensation expense for the three months ended March 31, 2026 and 2025: 

    Three months ended March 31,  
    2026     2025  
    $     $  
Equity-settled awards:            
   Stock options (note 14(a))   347     285  
   Share units   937     622  
Share-based compensation expense, equity-settled awards   1,284     907  
Share-based compensation expense, cash-settled awards   100     229  
Total share-based compensation expense   1,384     1,136  

15. Non-controlling interest ("NCI")

    March 31, 2026      December 31, 2025  
    $     $  
Balance, beginning of period   2,802     4,313  
Net earnings (loss) attributable to NCI   4,169     (1,511 )
Balance, end of period   6,971     2,802  

16. Revenue

During the three months ended March 31, 2026, the Company physically settled a portion of its gold hedges (note 23) by delivering 12,500 gold ounces (three months ended March 31, 2025 - nil). The sale of these gold ounces was recorded as revenue based on the London Bullion Market Association PM spot gold price on the date of delivery. Separately, the corresponding realized loss on the gold hedge derivative instrument was recorded within net revenue in the Statement of Operations and Comprehensive Income (Loss). The following table outlines the components of the Company's revenue and net revenue for the three months ended March 31, 2026 and March 31, 2025.

    Three months ended March 31,  
    2026     2025  
    $     $  
Gold revenue at spot prices   166,033     76,463  
By-product silver revenue   491     127  
Revenue   166,524     76,590  
Realized loss on gold hedges (note 25(b))   (25,146 )   (4,900 )
Realized revenue   141,378     71,690  
Settlement of gold hedges with loss es recognized in prior periods   18,083     1,105  
Unrealized loss on gold hedges (notes 23 & 25(b))   (14,833 )   (31,321 )
Net revenue   144,628     41,474  

GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

16. Revenue (continued)

During the three months ended March 31, 2026 and 2025, the Company sold its gold to London Bullion Market Association registered banks at spot gold prices. During both periods, the AGM also sold a portion of its production to the Bank of Ghana under the country's gold buying program.

During the three months ended March 31, 2026, revenue from three customers accounted for approximately 42%, 25%, and 23% of the Company's total revenue, respectively (three months ended March 31, 2025 - one customer accounted for 92%).

17. Production costs

The following is a summary of production costs by nature recorded by the Company during the three months ended March 31, 2026 and 2025:

    Three months ended March 31,  
    2026     2025  
    $     $  
Raw materials and consumables   (15,238 )   (12,873 )
Salaries and employee benefits   (7,912 )   (5,624 )
Contractors and consultants   (32,130 )   (17,387 )
Change in ore stockpiles, gold-in-process and gold dore inventories   14,349     (1,066 )
Insurance, government fees, permits and other   (4,319 )   (5,292 )
Total production costs   (45,250 )   (42,242 )

18. Royalties

Until March 10, 2026, all of the AGM's concessions were subject to a 5% gross revenue royalty payable to the Government of Ghana. Effective March 10, 2026, the Government of Ghana amended the royalty law applicable to gold miners to a sliding scale royalty. Under this amendment, gold royalties are subject to a sliding scale, starting at 5% (if gold prices are below $1,900 per ounce) and increasing to 12% (if gold prices exceed $4,500 per ounce). Furthermore, the Nkran deposit is subject to an additional 1% royalty on a portion of production as described in note 11(c) and the Esaase deposit is subject to an additional 0.5% net smelter return royalty.

For mining companies in Ghana, the Growth and Sustainability Levy ("GSL") was levied at a rate of 3% of revenues (previously 1% until March 31, 2025) and on March 13, 2026, the Government of Ghana passed into law an amendment to the GSL rate, reducing it to 1%.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

19. General and administrative ("G&A") expenses

The following is a summary of G&A expenses incurred during the three months ended March 31, 2026 and 2025:

    Three months ended March 31,  
    2026     2025  
    $     $  
Wages , benefits and consulting   (2,466 )   (2,358 )
Office, rent and administration   (368 )   (351 )
Professional and legal   (333 )   (446 )
Share-based compensation   (1,368 )   (1,136 )
Travel, marketing, investor relations and regulatory   (436 )   (395 )
Withholding taxes   (472 )   (382 )
Depreciation   (32 )   (32 )
Total G&A expenses   (5,475 )   (5,100 )

20. Finance expense

The following is a summary of finance expense recorded by the Company during the three months ended March 31, 2026 and 2025:

    Three months ended March 31,  
    2026     2025  
    $     $  
Interest on lease liabilities (note 10)   (1,257 )   (1,563 )
Accretion expense on asset retirement provisions (note 12(b))   (798 )   (687 )
Accretion expense on deferred consideration (note 11(a))   (420 )   (754 )
Change in fair value of contingent consideration (notes 11(b) and (c))   (1,669 )   (892 )
Fair value adjustment on marketable securities   (669 )   -  
RCF standby fee   (315 )   -  
Other   (595 )   (99 )
Total finance expense   (5,723 )   (3,995 )

21. Income taxes

(a) Current income tax

During the three months ended March 31, 2026, the Company recognized a current income tax expense of $23.2 million (three months ended March 31, 2025 - nil) and paid an income tax installment of $7.5 million. In Ghana, income tax installments are paid quarterly, with 90% of estimated taxes due by December 31st of the current tax year. Any remaining tax payments are made upon filing of the annual tax return.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

21. Income taxes (continued)

(b) Deferred income tax

During the three months ended March 31, 2026, the Company recognized a deferred income tax ("DIT") recovery of $0.3 million (three months ended March 31, 2025 - nil). The DIT liability arises due to certain liabilities of AGGL that may not have tax basis at the time those liabilities are expected to be incurred.

(c) Effective tax rate ("ETR")

The Company's ETR differs from the combined Canadian federal and provincial statutory tax rates of 27% because the current income tax expense arises entirely from taxable income generated in Ghana by AGGL, which is subject to a statutory tax rate of 35%. The Company's other subsidiaries generated tax losses during the period, with no corresponding tax benefit recognized.

(d) Significant developments

There were no changes to income tax legislation that materially affected the Company, nor its subsidiaries, during the three months ended March 31, 2026.

22. Income (loss) per share

For the three months ended March 31, 2026 and 2025, the calculation of basic and diluted income (loss) per share is based on the following data:

    Three months ended March 31,  
    2026     2025  
Net income (loss) for the period attributable to common shareholders   32,691     (26,806 )
             
Number of shares            
  Weighted average number of ordinary shares - basic   260,277,611     257,172,124  
  Effect of dilutive equity-settled share units   3,191,393     -  
  Effect of dilutive stock options   6,263,721     -  
Weighted average number of ordinary shares - diluted   269,732,725     257,172,124  

For the three months ended March 31, 2026 , excluded from the calculation of diluted weighted average shares were 1,153,500 stock options and 402,000 share units that were determined to be anti-dilutive (three months ended March 31, 2025 - the effect of all potentially dilutive securities was anti‐dilutive given that the Company reported a net loss during the period).


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

23. Commitments and contingencies

Commitments

The following table reflects the Company's contractual obligations as they fall due as at March 31, 2026 and December 31, 2025:

    Within 1           Over     March 31,     December   
     year     1 - 5 years     5 years     2026     31, 2025  
Accounts payable and accrued liabilities   76,570     -     -     76,570     73,473  
ZCC gold hedges   85,061     -     -     85,061     88,311  
Long-term incentive plan (cash-settled awards)   13,865     -     -     13,865     14,066  
Mining and other services contracts   21,678     36,490     -     58,168     63,901  
Asset retirement provisions (undiscounted)   -     3,631     79,216     82,847     81,553  
Deferred and contingent consideration (undiscounted)   30,000     39,495     5,903     75,398     73,004  
Corporate office lease   114     410     -     524     561  
Total commitments   227,288     80,026     85,119     392,433     394,869  

The zero cost collar (“ZCC”) gold hedges commitment represents the mark‐to‐market fair value of the AGM’s current gold hedging program. The settlement amount of these hedges, if any, will be dependent on the price of gold at the settlement date. The Company does not apply hedge accounting to the ZCC gold hedges. The ZCC hedges are for 45,000 gold ounces of production in 2026 and 7,500 gold ounces in 2027. The ZCC hedges have a weighted-average put strike of $2,300 per ounce and a weighted-average call strike of $3,060 per ounce.

Long‐term incentive plan commitments due within one year include all DSU awards to directors of the Company, as they are considered to be current liabilities as the timing of those payments is beyond the control of the Company in the event that a director is to retire or there is a change of control.

The Company has a number of mining and other service contracts. These contracts include monthly fixed fees as well as variable cost measures. The contractual obligations disclosed in the above table relate only to the fixed fees payable to the contractors.

The timing of contingent payments, totaling $45.4 million, is based upon management's best estimate of when payments would be required to be made based upon the current life of mine plan.

Contingencies

Due to the nature of its business, the Company and its subsidiaries may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes that the ultimate resolution of these actions is not reasonably likely to have a material adverse effect on the Company's financial condition or future results of operations.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

24. Supplemental cash flow information

The following table discloses non‐cash transactions impacting the Statements of Cash Flow for the three months ended March 31, 2026 and 2025:

    Three months ended March 31,  
    2026     2025  
    $     $  
Change in asset retirement provisions included in MPP&E   (789 )   3,625  
Capitalized leases included in MPP&E   -     11,157  
RSU liabilities settled via issuance of common shares   (247 )   (97 )

The following table summarizes the changes in non-cash working capital for the three months ended March 31, 2026 and 2025:

    Three months ended March 31,  
    2026     2025  
    $     $  
Accounts receivable   (16 )   (329 )
Inventories   (14,263 )   2,161  
Value added tax receivables   (13,601 )   (6,852 )
Prepaid expenses and other   (481 )   393  
Accounts payable and accrued liabilities   6,568     10,949  
Change in non-cash working capital   (21,793 )   6,322  

GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

25. Financial instruments

(a) Financial assets and liabilities by categories

    Fair value through                    
    profit or loss     Amortized cost     Carrying value     Fair value  
As at March 31, 2026   $     $     $     $  
Financial assets:                        
Cash and cash equivalents (note 4)   -     114,936     114,936     114,936  
Accounts receivable   -     189     189     189  
Marketable securities (note 6)(1)   3,889     -     3,889     3,889  
Total financial assets   3,889     115,125     119,014     119,014  
                         
Financial liabilities:                        
Accounts payable and accrued liabilities (2)   13,865     76,570     90,435     90,435  
Financial liabilities (2)   85,061     -     85,061     85,061  
Lease liabilities (note 10)   -     32,343     32,343     32,343  
Deferred consideration (note 11(a))   -     28,662     28,662     28,662  
Contingent consideration (note 11(b))   19,985     -     19,985     19,985  
Nkran royalty (note 11(c))   7,992     -     7,992     7,992  
Total financial liabilities   126,903     137,575     264,478     264,478  

(1) Marketable securities are presented within prepaid expenses and other in the Statement of Financial Position.

(2) Accounts payable and accrued liabilities and financial liabilities include long-term incentive plan and gold hedge derivative liabilities, which are measured at fair value through profit or loss.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

25. Financial instruments (continued)

(a) Financial assets and liabilities by categories (continued)

    Fair value through                    
    profit or loss     Amortized cost     Carrying value     Fair value  
As at December 31, 2025   $     $     $     $  
Financial assets:                        
   Cash and cash equivalents   -     108,327     108,327     108,327  
   Accounts receivable   -     71     71     71  
   Marketable securities (1)   4,526     -     4,526     4,526  
Total financial assets   4,526     108,398     112,924     112,924  
                         
Financial liabilities:                        
   Accounts payable and accrued liabilities (2)   13,580     73,473     87,053     87,053  
   Financial liabilities (2)   77,317     -     77,317     77,317  
   Lease liabilities   -     37,075     37,075     37,075  
   Deferred consideration   -     28,242     28,242     28,242  
   Contingent consideration   19,320     -     19,320     19,320  
   Nkran royalty   6,988     -     6,988     6,988  
   Other non-current liabilities (2)   11,480     -     11,480     11,480  
Total financial liabilities   128,685     138,790     267,475     267,475  

(1) Marketable securities are presented within prepaid expenses and other in the Statement of Financial Position.

(2) Accounts payable, financial liabilities, and other non‐current liabilities include long‐term incentive plan and gold hedge instrument liabilities, which are measured at fair value through profit or loss. Long‐term incentive plan liabilities relate to cash settled share‐based payments accounted for under IFRS 2 and are measured at fair value at each reporting date, with changes recognized in profit or loss.

(b) Derivative instruments

The Company's derivatives are comprised of ZCC gold hedging instruments. The gains or losses on derivatives for the three months ended March 31, 2026 and 2025 are presented in the table below. Realized and unrealized gains or losses on gold hedge derivative instruments are presented within net revenue in the Statement of Operations and Comprehensive Income (Loss).

    Three months ended March 31,  
    2026     2025  
    $     $  
Realized loss on ZCC gold hedges (note 16)   25,146     4,900  
Unrealized loss on ZCC gold hedges (note 16)   14,833     31,321  

GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

25. Financial instruments (continued)

(c) Fair value hierarchy

The categories of the fair value hierarchy that reflect the inputs to valuation techniques used to measure fair value are as follows:

Level 1: fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3: fair values based on inputs for the asset or liability based on unobservable market data.

Long-term incentive plan liabilities, contingent consideration and the Nkran royalty are recorded at fair value at the reporting date and fall within Level 3 of the fair value hierarchy. The ZCC gold hedging instruments and marketable securities are also recorded at fair value at the reporting date and fall within Level 1 of the fair value hierarchy.

There were no transfers between the fair value levels during the three months ended March 31, 2026.

Refer to note 11 for a discussion on the valuation techniques applied to the contingent consideration and Nkran royalty. Long-term incentive plan liabilities are valued based on the number of outstanding vested awards multiplied by the Company's share price as of the reporting date. ZCC gold hedging instruments and marketable securities are valued using observable market prices.

(d) Financial instrument risks

The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are described as follows.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or the issuer of a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on cash and cash equivalent balances held at banks in Canada, Isle of Man, and Ghana. The Company invests its cash and cash equivalents, which also has credit risk, with the objective of maintaining safety of principal and providing adequate liquidity to meet all current obligations. In making allocation decisions, management attempts to avoid unacceptable concentration of credit risk to any single counterparty. The risk of loss associated with cash investments is considered to be low as the majority of the Company's cash and cash equivalents are held with highly rated banking institutions.

As at March 31, 2026, the Company had a $23.8 million value added tax receivable due from the Government of Ghana (December 31, 2025 - $10.8 million). The credit risk associated with value added tax receivables is considered to be low, based on historical collection experience. However, should the Government of Ghana not honour its commitments or default on its obligations, the Company may incur losses.

Liquidity risk

Liquidity risk encompasses the risk that the Company cannot meet its financial obligations as they fall due. The Company manages liquidity risk through a rigorous planning and budgeting process, which is reviewed and updated on a regular basis, to help determine the funding requirements to support current operations, expansion and development plans, and by managing the Company's capital structure. By managing liquidity risk, the Company aims to ensure that it will have sufficient liquidity to settle obligations and liabilities as they fall due.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

25. Financial instruments (continued)

(d) Financial Instrument risks (continued)

Liquidity risk (continued)

Through a combination of the Company's cash balance, cash flows generated by the Company's operations, and funds available to be drawn under the RCF, the Company believes it is able to meet all working capital requirements, contractual obligations, and commitments as they fall due. However, the Company's cash flows and its ability to meet working capital requirements and contractual obligations are significantly influenced by the price of gold and the performance of the AGM. The Company manages its liquidity by ensuring that it can manage spending and provide adequate cash flow to meet all commitments.

As at March 31, 2026, the Company continues to maintain its ability to meet its financial obligations as they come due.

Market risk

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The average interest rate earned by the Company on its cash and cash equivalents during the three months ended March 31, 2026 was 2.5% (three months ended March 31, 2025 - 4.4%). A +/‐1% change in short‐term interest rates during the three months ended March 31, 2026 and 2025 would not have had a material impact on the Company's net income (loss) for the periods.

Amounts drawn on the RCF are subject to a floating interest rate based on SOFR plus a margin of 3.95% per annum. As at March 31, 2026, the RCF remained undrawn and therefore did not expose the Company to interest rate risk. However, future borrowings under the RCF, if any, would be subject to changes in SOFR, which would impact the Company's interest expense payable.

The contingent consideration and Nkran royalty are financial liabilities measured at fair value through profit or loss with fair value determined by reference to a discounted cash flow model. Changes in interest rates may impact the discount rate applied to forecast future cash flows and accordingly the fair value of these financial liabilities. Any change in interest rates may therefore impact the Company's earnings, yet would not impact cash payments required to settle these obligations. The following table highlights the sensitivity of the fair values as of March 31, 2026 related to these financial liabilities for a 1% decrease (increase) in the underlying discount rate.

    Change in fair value  
    Three months ended March 31, 2026     Three months ended March 31, 2025  
    1% increase to     1% decrease to     1% increase to     1% decrease to  
    discount rate     discount rate     discount rate     discount rate  
    $     $     $     $  
Contingent consideration   (515 )   533     (596 )   623  
Nkran royalty   (347 )   364     (227 )   240  

(ii) Foreign currency risk

The Company reports its financial statements in US dollars; however, the Company operates in Canada and Ghana which utilizes the Canadian dollar and Ghanaian Cedi, respectively. As a result, the financial results of the Company's operations as reported in US dollars are subject to changes in the value of the US dollar relative to local currencies. Since the Company's gold sales are denominated in US dollars and a portion of the Company's operating and capital costs are in local currencies, the Company may be negatively impacted by strengthening local currencies relative to the US dollar and positively impacted by the inverse.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

25. Financial instruments (continued)

(d) Financial Instrument risks (continued)

Market risk (continued)

(iii) Price risk

Price risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from currency risk or interest rate risk. The Company is exposed to gold price risk as changes in the gold price may affect the Company's earnings or the value of its financial instruments. The Company's revenue is directly dependent on gold prices, which have demonstrated significant volatility and are beyond the Company's control.

From time to time, the Company enters into hedging programs to manage its exposure to gold price risk with an objective of margin protection, specifically during periods of forecast elevated capital spend. The Board of Directors continually assess the Company's strategy towards its gold hedging program. The effectiveness of gold hedging programs is directly dependent on the price of gold and may impact the Company's earnings and cash flows, as the Company remeasures hedging instruments to fair value at each reporting date and may incur realized gains or losses at maturity. Refer to notes 16 and 25(b) for disclosure of realized gains or losses recorded on the Company's gold hedging instruments during the period.

26. Segmented information

Geographic information

As at March 31, 2026, the Company has one reportable segment, being the AGM, and has provided segmented information based on geographic location.

Geographic allocation of total assets and liabilities

As at March 31, 2026:

    Canada     Ghana     Total  
    $     $     $  
Current assets   61,877     176,483     238,360  
Mineral properties, plant and equipment and right-of-use assets   554     404,156     404,710  
Other non-current assets   -     8,155     8,155  
Total assets   62,431     588,794     651,225  
Current liabilities   44,858     202,115     246,973  
Non-current liabilities   28,055     114,793     142,848  
Total liabilities   72,913     316,908     389,821  

GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

26. Segmented information (continued)

As at December 31, 2025:

    Canada     Ghana     Total  
    $     $     $  
Current assets   47,307     154,876     202,183  
Mineral properties, plant and equipment and right-of-use assets   514     388,095     388,609  
Other non-current assets   -     8,259     8,259  
Total assets   47,821     551,230     599,051  
Current liabilities   43,712     176,868     220,580  
Non-current liabilities   27,148     129,665     156,813  
Total liabilities   70,860     306,533     377,393  

Geographic allocation of the Statements of Operations and Comprehensive Income (Loss)

For the three months ended March 31, 2026:

    Canada     Ghana     Total  
    $     $     $  
Revenue   -     166,524     166,524  
Realized and unrealized losses on gold hedges   -     (21,896 )   (21,896 )
Net revenue   -     144,628     144,628  
                   
Cost of sales:                  
   Production costs   -     (45,250 )   (45,250 )
   Depreciation and depletion   -     (12,380 )   (12,380 )
   Royalties   -     (14,545 )   (14,545 )
Income from mine operations   -     72,453     72,453  
                   
General and administrative expenses   (4,670 )   (805 )   (5,475 )
Exploration and evaluation expenditures   -     (722 )   (722 )
(Loss) income from operations   (4,670 )   70,926     66,256  
                   
Finance income   391     253     644  
Finance expense   (2,816 )   (2,907 )   (5,723 )
Foreign exchange gain (loss)   25     (1,385 )   (1,360 )
(Loss) income before income taxes   (7,070 )   66,887     59,817  
                   
Current income tax expense   -     (23,236 )   (23,236 )
Deferred income tax recovery   -     279     279  
Net (loss) income and comprehensive (loss) income for the period   (7,070 )   43,930     36,860  

GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Expressed in thousands of United States dollars, unless otherwise stated

26. Segmented information (continued)

For the three months ended March 31, 2025:

    Canada     Ghana     Total  
    $     $     $  
Revenue   -     76,590     76,590  
Realized and unrealized loss es on gold hedges   -     (35,116 )   (35,116 )
Net revenue   -     41,474     41,474  
                   
Cost of sales :                  
   Production costs   -     (42,242 )   (42,242 )
   Depreciation and depletion   -     (14,393 )   (14,393 )
   Royalties   -     (4,595 )   (4,595 )
Loss from mine operations   -     (19,756 )   (19,756 )
                   
General and administrative expenses   (4,411 )   (689 )   (5,100 )
Exploration and evaluation expenditures   -     (1,471 )   (1,471 )
Loss from operations   (4,411 )   (21,916 )   (26,327 )
                   
Finance income   1,031     95     1,126  
Finance expense   (1,641 )   (2,354 )   (3,995 )
Foreign exchange gain (loss)   98     (294 )   (196 )
Net loss and comprehensive loss for the period   (4,923 )   (24,469 )   (29,392 )



 

 

 

 

Management's Discussion and Analysis

For the three months ended March 31, 2026 and 2025

(Expressed in United States dollars, unless otherwise stated)

 

 

 

 

 


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

This Management's Discussion and Analysis ("MD&A") of Galiano Gold Inc. ("Galiano" or the "Company") has been prepared by management and approved by the Board of Directors as of May 13, 2026 and should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three months ended March 31, 2026 and 2025, the audited consolidated annual financial statements and the notes thereto for the years ended December 31, 2025 and 2024 and the related MD&A. The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting of the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

This discussion covers the three months ended March 31, 2026 and the subsequent period up to the date of issuance of this MD&A. All dollar amounts herein are expressed in United States dollars ("US dollars") unless otherwise stated. References to $ means US dollars and C$ are to Canadian dollars. The first, second, third, and fourth quarters of the Company's fiscal years ("FY") are referred to as "Q1", "Q2", "Q3", and "Q4", respectively.

The Company has included certain non-IFRS performance measures throughout this MD&A. These performance measures are monitored by management to assess the Company's operating and financial performance and to assist in business decision-making. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and other stakeholders use this information to evaluate the Company's operating and financial performance; however, as explained elsewhere herein, 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 section "Non-IFRS Measures" of this MD&A for additional information regarding these non-IFRS measures.

This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in sections "Risks and Uncertainties" and "Cautionary Statements" at the end of this MD&A.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

TABLE OF CONTENTS

BUSINESS OVERVIEW 4
   
Q1 2026 HIGHLIGHTS 5
   
RECENT DEVELOPMENTS 6
   
2026 GUIDANCE AND OUTLOOK 7
   
SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS 8
   
EXPLORATION ACTIVITIES 12
   
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE 13
   
MACROECONOMIC FACTORS 14
   
REVIEW OF Q1 2026 CONSOLIDATED FINANCIAL RESULTS 16
   
FINANCIAL CONDITION 19
   
LIQUIDITY AND CAPITAL RESOURCES 19
   
SUMMARY OF QUARTERLY FINANCIAL RESULTS 23
   
NON-IFRS MEASURES 24
   
OUTSTANDING SHARE DATA 27
   
RELATED PARTY TRANSACTIONS 27
   
CRITICAL ACCOUNTING POLICIES AND ESTIMATES 28
   
RISKS AND UNCERTAINTIES 29
   
INTERNAL CONTROL 30
   
QUALIFIED PERSONS 31
   
CAUTIONARY STATEMENTS 31


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

BUSINESS OVERVIEW

Galiano was incorporated on September 23, 1999, under the Business Corporations Act of British Columbia, Canada.  Galiano is a gold mining company with a strategic vision to become a mid-tier producer. The Company's operating gold mine is the Asanko Gold Mine ("AGM") located on the Asankrangwa Gold Belt in the Republic of Ghana ("Ghana"), West Africa. The AGM consists of four primary open-pit deposits: Abore, Nkran, Esaase and Miradani North, multiple satellite deposits and a carbon-in-leach processing plant, with a capacity of 5.8 million tonnes ("Mt") per annum. The AGM also owns various exploration licenses across the highly prospective and underexplored Asankrangwa Gold Belt.

Galiano is focused on growing a sustainable business to create value for all stakeholders through production, exploration, and disciplined deployment of its financial resources.

The Company's common shares trade under the symbol "GAU" on the Toronto Stock Exchange in Canada and the NYSE American Stock Exchange in the United States.

Additional information on the Company, including its most recent Annual Information Form ("AIF"), is available under the Company's SEDAR+ profile at www.sedarplus.ca and the Company's website: www.galianogold.com.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

Q1 2026 HIGHLIGHTS

Safety

  • No lost-time injuries ("LTI") nor total recordable injuries (inclusive of LTIs) ("TRI") recorded. The AGM has achieved 8.8 million hours worked without an LTI as of March 31, 2026.

  • 12‐month rolling LTI and TRI frequency rates as of March 31, 2026 of 0.00 and 0.11 per million hours worked, respectively.

Financial

  • Cash and cash equivalents of $114.9 million as of March 31, 2026 and no debt.

  • Generated cash flow from operating activities of $46.7 million during Q1 2026, an 80% increase from Q1 2025.

  • Income from mine operations of $72.5 million during Q1 2026.

  • Net income of $0.13 and adjusted net income1 of $0.11 per common share (basic) during Q1 2026.

  • Adjusted EBITDA1 of $93.4 million during Q1 2026, an increase of 364% from Q1 2025.

Mining Operations

  • Mined 1.5 Mt of ore at an average mined grade of 0.9 grams per tonne ("g/t") gold with a strip ratio of 6.0:1. Approximately 70% of mined ore was from the Abore deposit.

Processing

  • 1.3 Mt of ore was milled at an average feed grade of 0.9 g/t, with metallurgical recovery averaging 90%. Mill availability during Q1 2026 was 89% due to a planned 5-day maintenance shutdown.

  • Produced 34,747 ounces of gold, a 68% increase compared to Q1 2025, and in line with the Company's first half indicative production range.

  • Sold 34,181 ounces of gold at a record quarterly average price of $4,857 per ounce ("/oz"), excluding the effect of realized losses on gold hedging instruments.

Nkran Cut 3 Development

  • Development of Cut 3 at the Nkran deposit continued with 4.7 Mt of waste mined. Additional mining equipment is expected to be mobilized during Q2 2026 and, thereafter, mined volumes at Nkran are forecast to increase significantly.

  • Capitalized development pre-stripping costs at Nkran Cut 3 of $13.5 million.

Costs

  • All-in sustaining costs1 ("AISC") of $2,361/oz, a 6% decrease compared to Q1 2025 despite higher royalties expense.

  • FY 2026 AISC1 guidance has been revised to between $2,300/oz and $2,600/oz (previously $2,000/oz and $2,300/oz), resulting from the amendment to Ghana’s royalty framework.

____________________________________________
1 Non-IFRS measure.  Refer to "Non-IFRS Measures" in this MD&A.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

Exploration

  • Drilled 11,578 meters (“m”) at the Abore deposit, which consisted of infill and step-out drilling up to 200m below the existing underground Mineral Resource boundary. Drilling successfully indicated extension of mineralization at depth, along strike, and across previously untested areas outside the current underground Mineral Resource. Highlights from the Q1 2026 Abore drilling program, as reported in the Company’s news release dated May 11, 2026, included:

  • Main pit ore shoot expanded ~95m further down dip to the north;

  • ~200m of strong mineralization defined between the Main pit ore shoot and the saddle zone;

  • High-grade intercept below the northern end of Main pit, which remains open; and

  • High-grade mineralization intersected up to 180m below the current underground Mineral Resource.

  • Completed 2,501m of infill drilling at Esaase to support the conversion of Inferred Mineral Resources to the Indicated category. Following successful initial results, the Company has expanded the FY 2026 exploration budget by $7.5 million to complete a total program of 33,000m at Esaase.

RECENT DEVELOPMENTS

  • The Company published updated mineral reserve and mineral resource estimates for the AGM on February 12, 2026. Refer to the Company’s news release dated February 12, 2026, a copy of which is available under the Company’s SEDAR+ profile at www.sedarplus.ca, for additional disclosure regarding the AGM’s Mineral Reserve and Mineral Resource estimates, including key assumptions underlying the estimates.

  • Effective March 10, 2026, the Government of Ghana passed into law a bill to amend the country's royalty framework applicable to gold miners. Under this amendment, gold royalties payable are subject to a sliding scale, starting at 5% (if gold prices are below $1,900/oz) and increasing to 12% (if gold prices exceed $4,500/oz).

  • On March 13, 2026, the Government of Ghana passed into law an amendment to the Growth and Sustainability Levy ("GSL") rate, reducing it from 3% to 1% of gold revenues.

  • On March 20, 2026, the Company was added to the VanEck Junior Gold Miners ETF ("GDXJ"), following the GDXJ's most recent semi-annual review and rebalancing.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

2026 GUIDANCE AND OUTLOOK

FY 2026 production guidance for the AGM remains between 140,000 ounces and 160,000 ounces of gold. As a result of the amendment to Ghana’s royalty law applicable to gold miners, which had an effective date of March 10, 2026, FY 2026 AISC1 is now guided to between $2,300/oz and $2,600/oz (previously $2,000/oz and $2,300/oz) at an assumed gold price of $4,500/oz. If diesel prices in Ghana remain elevated for a prolonged period, the AGM’s forecast AISC1 for FY 2026 would be approximately $100/oz to $130/oz higher.

AISC1 for the AGM is anticipated to reduce over 2026 and in 2027 as grades from Abore increase and drive higher production.

The Abore deposit is expected to provide the majority of mill feed in FY 2026, with the Esaase deposit providing supplementary ore. Higher mined grades are expected from Abore in the second half of the year, therefore gold production is forecast to be weighted to the back half of FY 2026. Given the expected ramp-up of gold production over FY 2026, the Company reaffirms indicative production ranges for the first and second half of 2026 as follows.

  Unit H1 2026 H2 2026
Gold production Oz 60,000 to 70,000 80,000 to 90,000

Total sustaining capital expenditures are guided to between $16 million to $18 million for FY 2026, excluding sustaining capitalized stripping costs. Sustaining capital expenditures in FY 2026 include the expansion of the tailings facility, minor upgrades to the processing plant, and upgrades to mine camp infrastructure.

Development capital for FY 2026 is guided at between $120 million to $140 million, which primarily relates to Nkran Cut 3 waste stripping ($100 million to $120 million) and village resettlement costs. Mined volumes at Nkran Cut 3 are expected to increase significantly from Q2 2026 onwards as additional mining equipment is mobilized to the AGM.

Following positive results from the initial phase of infill drilling at the Esaase deposit, the program has been expanded by 24,000m with an estimated cost of $7.5 million. Exploration expenditures at the AGM are now guided to between $24 million to $26 million (previously $17 million to $19 million), targeting Mineral Reserve growth at Esaase, underground Mineral Resource expansion at Abore, and priority greenfield areas on the AGM's tenements.

(1) Non-IFRS measure. Refer to section "Non-IFRS Measures" in this MD&A.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS

  Q1 2026 Q4 2025 Q3 2025 Q2 2025 Q1 2025
Mining Operations
Ore mined ('000t) 1,521 1,575 1,605 1,365 1,296
Waste mined ('000t) 9,084 8,337 9,067 8,101 8,314
Strip ratio (waste-to-ore) 6.0 5.3 5.7 5.9 6.4
Average gold grade mined (g/t) 0.9 0.9 0.8 0.8 0.8
Mining costs ($/t mined) 3.73 3.94 3.38 3.59 3.31
Ore tonnes trucked ('000 t) 1,163 1,069 1,288 1,030 1,053
Ore transportation costs ($/t trucked) 4.42 4.45 4.35 4.49 4.43
Processing
Ore milled ('000t) 1,305 1,369 1,283 1,193 1,086
Average mill head grade (g/t) 0.9 1.0 0.9 0.8 0.8
Average recovery rate (%) 90 91 91 89 87
Processing costs ($/t milled) 12.79 12.13 12.57 12.89 14.37
General and administrative costs ($/t milled) 7.09 7.58 6.62 6.24 5.78
Gold produced (oz) 34,747 37,574 32,533 30,350 20,734
Development Stripping - Nkran Cut 3
Waste mined ('000t) 4,707 4,324 3,426 1,723 810
Mining costs ($/t mined) 2.85 2.48 3.29 4.00 3.98
Development capitalized stripping costs ($m) 13.5 11.1 12.0 6.9 3.2
Capital Expenditures
Sustaining capital ($m) 3.6 4.4 4.2 2.2 1.3
Development capital ($m) 3.4 0.7 2.9 4.9 3.3
Sustaining capitalized stripping costs ($m) 6.4 11.7 11.9 15.1 11.9
Financial, Costs and Cash Flow
Revenue ($m) 166.5 159.7 114.2 97.3 76.6
Gold sold (oz) 34,181 38,276 32,577 29,287 26,994
Average gold sales price - gross ($/oz)(1) 4,857 4,164 3,501 3,317 2,833
Average gold sales price - net ($/oz)(2) 4,122 3,744 3,099 2,951 2,651
AISC ($/oz sold)(3) 2,361 2,033 2,283 2,251 2,501
Income (loss) from mine operations ($m) 72.5 51.1 10.0 24.7 (19.8)
Adjusted net income (loss) ($m)(3) 29.5 40.0 (2.8) 21.0 1.4
Adjusted EBITDA ($m)(3) 93.4 85.5 37.8 39.9 20.1
Cash flow from operating activities ($m) 46.7 55.8 40.4 35.8 25.9

(1) Gross average gold sales price is a non-IFRS measure and calculated by dividing revenue, as reported in the Company's consolidated financial statements, by the number of gold ounces sold during the period.

(2) Net average gold sales price is a non-IFRS measure and calculated by dividing revenue less realized losses on gold hedge derivative instruments, as reported in the Company's consolidated financial statements, by the number of gold ounces sold during the period.

(3) Non-IFRS measure.  Refer to "Non-IFRS Measures" in this MD&A.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

Q1 2026 Operational Analysis for the Asanko Gold Mine

Mining Operations

Abore

  • Mined 1.1 Mt of ore, consistent with Q4 2025, at an average grade of 0.9 g/t gold.

  • Strip ratio of 6.1:1, in line with Q4 2025.

Esaase

  • Mined 0.4 Mt of ore, an increase of 123% from Q4 2025, at an average grade of 0.7 g/t gold. Ore tonnes mined were lower in Q4 2025 due to the temporary suspension of mining at Esaase that resulted from a community incident.

  • Strip ratio of 5.9:1, an increase of 28% from Q4 2025.

Mining Operating Costs

Mining costs per tonne at Abore and Esaase for Q1 2026 amounted to $3.73 per tonne ("/t") compared to $3.31/t in Q1 2025. The increase in mining costs per tonne in Q1 2026 was attributable to higher drill and blast costs, resulting from mining a higher proportion of fresh rock at Abore, and increasing mining depths and haul distances.

Ore Transportation

Ore transportation reflects ore transported from mined deposits located greater than 5 kilometers ("km") from the processing plant, which currently includes the Abore and Esaase deposits. Ore transported from closer deposits is considered rehandling, the costs of which are included within mining costs. During the quarter, 1.2 Mt of ore was trucked from the Abore and Esaase deposits to the processing plant, compared to 1.1 Mt in Q4 2025.

Ore transportation unit costs in Q1 2026 were in line with Q1 2025, as material was trucked from both Abore and Esaase to the AGM processing plant in each period.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

Processing

Gold Production

The AGM produced 34,747 ounces of gold during Q1 2026, a decrease of 8% from Q4 2025, as the processing plant in Q1 2026 milled 1.3 Mt of ore at an average grade of 0.9 g/t with metallurgical recovery averaging 90%. Approximately 60% of the mill feed was sourced from mined ore at Abore, with the remainder of mill feed primarily from the Esaase deposit.

Milled Tonnes

Mill throughput in Q1 2026 was 5% lower than Q4 2025 due to a planned 5-day shutdown of the processing plant to complete a mill reline and other planned maintenance. This resulted in mill availability of 89% during Q1 2026.

Mill throughput was 20% higher in Q1 2026 than the comparative period of 2025 due to the commissioning of the permanent secondary crushing circuit in July 2025, as well as an unplanned mill shutdown in Q1 2025.

Average Head Grade

Average mined grades in Q1 2026 were slightly lower than Q4 2025 due to spatial differences in the areas mined.

Processing Costs

Processing costs per tonne for Q1 2026 was $12.79, an 11% decrease from Q1 2025. The decrease in processing costs per tonne was largely driven by higher mill throughput volumes, partly offset by costs associated with a mill reline and other maintenance activities in Q1 2026.

Capital Expenditures

Sustaining capital expenditures totaled $3.6 million during Q1 2026, an increase of $2.3 million compared to Q1 2025. The increase in sustaining capital expenditures was largely driven by costs associated with a tailings facility expansion.

Development capital expenditures during Q1 2026 totaled $3.4 million, in line with Q1 2025. Development capital expenditures in Q1 2026 related primarily to costs associated with relocating villages near the AGM's operations.

Nkran Cut 3 Development

Development of Cut 3 at the Nkran deposit continued during the quarter with 4.7 Mt of waste rock mined, an increase of 9% from Q4 2025. Mining costs per tonne at Nkran for Q1 2026 amounted to $2.85/t compared to $3.98/t in Q1 2025. The decrease in mining costs per tonne was attributable to higher volumes mined. At total of $13.5 million in stripping costs were capitalized at Nkran during Q1 2026. These stripping costs are classified as development capital expenditures.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

The mining contractor is currently mobilizing additional mining equipment to the AGM; therefore, mined volumes at Nkran are forecast to increase significantly in the second half of 2026.

Total Cash Costs and AISC

Total Cash Costs1

During Q1 2026, total cash costs1 were $1,735/oz, compared to $1,730/oz in the comparative period. The total cash costs1 were flat quarter-on-quarter as higher gold ounces sold were offset by higher royalties resulting from higher average gold sales prices and the amendment to Ghana's royalty framework.

Total cash costs per ounce1 in Q1 2026 were 21% higher than Q4 2025 due to higher royalties and 11% fewer gold ounces sold. The impact of the new sliding scale royalty on Q1 2026 total cash costs1 was approximately $80/oz.

AISC1

During Q1 2026, AlSC1 was $2,361/oz, compared to $2,501/oz in Q1 2025. The decrease in AlSC1 resulted from a 27% increase in gold ounces sold in Q1 2026, partly offset by a $10.0 million increase in royalties.

Relative to Q4 2025, AISC1 increased by 16% in Q1 2026 due to lower gold sales volumes and a $3.1 million increase in royalties, as discussed above.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

EXPLORATION ACTIVITIES

The Company holds a district-scale land package of 476km2 on the highly prospective and underexplored Asankrangwa Gold Belt. During Q1 2026, the AGM conducted exploration programs to assess existing mineralization and expansion potential at several deposits, while also evaluating their broader resource prospects. Concurrent efforts focused on identifying greenfield exploration opportunities throughout the regional tenement portfolio.

Following a very successful 2025 program, exploration efforts at the AGM in 2026 will be focused on supporting a revised life of mine plan and mineral reserve and mineral resource updates, anticipated in Q1 2027.

Exploration activities will be heavily focused on delivering near-term value through mineral reserve and mineral resource growth within the brownfields space, while simultaneously continuing to advance the greenfields generative portfolio at the AGM via early-stage fieldwork and drill testing at numerous high-priority regional targets.

Esaase

A phased program of infill drilling is planned for Esaase through 2026, which is designed to convert existing open pit Mineral Resources from the Inferred to Indicated category, and has the potential to significantly increase the Esaase Mineral Reserve and support planning for potential future open pit expansion.

Phase 1 of the Esaase infill drilling program consists of a planned 9,000m focused on the Main pit. The drilling commenced ahead of schedule in February with a rolling mobilization of up to four drill rigs operational by the end of Q1 2026. 2,501m of drilling was completed in Q1 2026. Partial assays have been received and are currently undergoing quality assurance and quality control (“QA/QC”) measures.

Following successful early results in Phase 1, the Company has committed to the full program of 33,000m, which is estimated to cost an additional $7.5 million in 2026 than previously guided.  This program is expected to be completed in advance of the 2027 Mineral Resource and Mineral Reserve update planned for Q1 2027.

Results received to date continue to demonstrate exceptional Mineral Resource growth potential at Abore, with drilling successfully extending mineralization at depth, along strike, and across previously untested areas outside the current underground Mineral Resource.

Current step-out drilling has intersected mineralization up to 180m below the existing underground Mineral Resource, while infill drilling has improved continuity across key mineralized zones that currently sit outside the existing Mineral Resource. Drilling beneath the Main and South pit areas also continues to confirm robust extensions of mineralization both down plunge and along strike of existing mineralization. Significant intercepts from the Q1 2026 Abore drilling program included:

  • Hole ABDD26-477 intersected 3.9 g/t gold (“Au”) over 53m from 179m
  • Hole ABDD26-459 intersected 4.7 g/t Au over 32m from 420m
  • Hole ABDD26-468 intersected 2.8 g/t Au over 29m from 371m
  • Hole ABDD26-474 intersected 2.2 g/t Au over 34m from 317m
  • Hole ABDD26-472 intersected 2.2 g/t Au over 32m from 343m
  • Hole ABDD26-458 intersected 3.0 g/t Au over 21m from 508m
  • Hole ABDD26-478 intersected 4.1 g/t Au over 9m from 382m, and 3.3 g/t Au over 17m from 480m
  • Hole ABDD26-456 intersected 8.4 g/t Au over 6m from 457m and 4.8 g/t Au over 5m from 500m
  • Hole ABDD26-447 intersected 4.3 g/t Au over 11m from 301m

Refer to the Company’s news release dated May 11, 2026, a copy of which is available under the Company’s SEDAR+ profile at www.sedarplus.ca, for additional information regarding these drill results, including data verification and QA/QC measures.

Abore

Drilling at Abore continued in Q1 2026 with 11,578m completed of a planned program total of 32,000m of diamond drilling. This drilling is part of the 2026 Abore drilling program that aims to continue to grow the underground Mineral Resource through step-out drilling to at least 200m below the maiden underground Mineral Resource that was released in February 2026. Drilling consists of selective infill drilling designed to prove continuity of mineralization within and below the current underground Mineral Resource, with flexibility to step-out and test for mineralization at deeper elevations based on results as drilling progresses.

Greenfield Targets

Work on regional greenfield targets across the AGM's tenements in Q1 2026 was focused on the New Obuase prospecting lease, which contains the Nsoroma, Ahuofe and other priority targets located along strike to the southwest of the Nkran deposit. Work in Q1 2026 consisted of localized ground truthing and regolith mapping over multiple targets.

Exploration Costs

Exploration expenditure in Q1 2026 was $5.0 million and are tracking in line with guidance.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE

Sustainability is at the core of Galiano's business strategy. The Company believes that a comprehensive sustainability strategy is integral to meeting its strategic objectives by positively supporting stakeholder relationships, improving risk management, reducing the AGM's production costs, and benefiting host communities beyond the life of the mine.

For further details on the Company's sustainability program, refer to the Company's 2024 Sustainability Report published on May 12, 2025, which is available on the Company's website at www.galianogold.com.

Health & Safety

  Q1 2026 Q4 2025 Q3 2025 Q2 2025 Q1 2025
Health and safety
LTIs(1) - - - - 2
TRIs(1) - - 1 - 3
12-month rolling LTI frequency rate(1) 0.00 0.24 0.39 0.42 0.43

(1) The Company records and reports injuries in accordance with the International Council on Mining and Metals' (ICMM) Mining Principles.

Safety performance remained strong in Q1 2026, with no injuries recorded. The Company achieved 12 consecutive months, and 8.8 million hours worked, without a reported LTI. As of March 31, 2026, it had been 365 days since an LTI occurred.

Social Performance

Implementation of the Five-Year Socio-Economic Development Plan continued during Q1 2026, with steady progress across employment and income-generating initiatives, skills development, and infrastructure partnerships, including advancement of youth apprenticeship programs. Stakeholder engagement across catchment communities also remained strong.

Environmental Performance

Environmental monitoring during Q1 2026 indicated full compliance with regulatory standards for water, air quality, and noise. Routine quarterly regulatory inspections were completed during Q1 2026, including of the AGM's tailings facility, with no non-conformances identified.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

MACROECONOMIC FACTORS

Gold Price

The price of gold is the largest single external factor in determining the Company's profitability and cash flow from operations. Therefore, the financial performance of the Company is expected to be closely linked to the price of gold. Historically, the price of gold has been subject to volatile price movements over short periods of time and affected by numerous macroeconomic factors that are beyond the Company's control. The price of gold may be impacted by currency exchange rate fluctuations and the relative strength of the US dollar, the supply of and demand for gold, geopolitical events, and macroeconomic factors, such as interest rates and inflation expectations. During Q1 2026, the price of gold traded between a low of $4,353/oz at the beginning of January and a high of $5,405/oz in late January. The average gold price for Q1 2026 amounted to $4,873/oz, based on the London Bullion Market Association ("LBMA") PM benchmark, compared to the Q1 2025 average price of $2,860/oz. Gold prices during Q1 2026 were influenced by central bank purchasing, geopolitical risks, and volatility in interest rates and the US dollar, among other factors. Central bank demand for gold continues to be a key driver influencing prices, as central banks diversify their reserve holdings away from treasuries and into gold.

During Q1 2026, the Company's average gross gold sales price was $4,857/oz, excluding the effect of realized losses on gold hedging instruments.

Ghana Economy

In October 2023, the International Monetary Fund ("IMF") and the Ghana government reached a staff-level agreement on the first review of its $3.0 billion financing arrangement over a 3-year period (the "IMF Loan"). In December 2025, the IMF and Ghana agreed on the fifth review of the country's economic reform agenda, providing Ghana with access to an additional $385.0 million under the IMF Loan, bringing total disbursements under the IMF Loan to $2.8 billion.

Ghana's recent fiscal climate has not materially impacted the operations of the AGM, as much of the cost structure is tied to the US dollar.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

During Q1 2026, the Ghanaian Cedi ("Cedi") depreciated by approximately 5% relative to the US dollar. Periods when the Cedi demonstrates strength relative to the US dollar puts moderate pressure on the AGM's cost and capital structure. However, most of the AGM's significant cost drivers (e.g. mining contracts, diesel) are denominated in US dollars, thus isolating them from volatile movements in the Cedi.

Oil Prices

During Q1 2026, tensions in the Middle East escalated, resulting in the temporary closure of the Strait of Hormuz (“Strait”). It is estimated that 20% to 30% of global oil supply flows through the Strait and, consequently, oil prices have experienced a rapid appreciation in 2026 with Brent crude oil spot prices advancing to approximately $110 per barrel as of May 12, 2026.

Diesel fuel is a key cost driver of the AGM’s cost structure. To the extent oil prices remain at elevated levels, the AGM’s mining costs would be impacted. Since closure of the Strait in early March 2026, diesel prices in Ghana have increased by approximately 75% as of April 30, 2026.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

REVIEW OF Q1 2026 CONSOLIDATED FINANCIAL RESULTS

Selected financial results for the three months ended March 31, 2026 and 2025

    Three months ended March 31,  
    2026     2025  
(in thousands of US dollars, except per share amounts)   $     $  
Revenue   166,524     76,590  
Realized and unrealized losses on gold hedges   (21,896 )   (35,116 )
Net revenue   144,628     41,474  
             
Cost of sales:            
Production costs   (45,250 )   (42,242 )
Depreciation and depletion   (12,380 )   (14,393 )
Royalties   (14,545 )   (4,595 )
Total cost of sales   (72,175 )   (61,230 )
Income (loss) from mine operations   72,453     (19,756 )
General and administrative expenses   (5,475 )   (5,100 )
Exploration and evaluation expenditures   (722 )   (1,471 )
Income (loss) from operations   66,256     (26,327 )
Finance income   644     1,126  
Finance expense   (5,723 )   (3,995 )
Foreign exchange loss   (1,360 )   (196 )
Income (loss) before taxes   59,817     (29,392 )
             
Current income tax expense   (23,236 )   -  
             
Deferred income tax recovery   279     -  
Net income (loss) and comprehensive income (loss)   36,860     (29,392 )
             
Weighted average number of shares outstanding:            
Basic   260,277,611     257,172,124  
Diluted   269,732,725     257,172,124  
             
Net income (loss) per share attributable to common shareholders:            
Basic   0.13     (0.10 )
Diluted   0.12     (0.10 )

Revenue

During Q1 2026, the Company sold 34,181 ounces of gold at a quarterly record average gold price of $4,857/oz for revenue of $166.5 million (including $0.5 million of by-product silver revenue). During Q1 2025, the Company sold 26,994 ounces of gold at an average gold price of $2,833/oz for gross revenue of $76.6 million (including $0.1 million of by-product silver revenue). The average gold sales price, including the effect of realized gold hedging losses, for Q1 2026 amounted to $4,122/oz.

The increase in revenue quarter-on-quarter was due to a 71% increase in average gold sales prices and a 27% increase in gold ounces sold.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

Realized and Unrealized Losses on Gold Hedges

In Q4 2025, the Company changed its presentation of realized and unrealized gains (losses) on gold hedge derivative instruments from a component of finance expense to a component of net revenue. The Q1 2025 comparative period financial information has been restated to conform with the current period presentation.

During Q1 2026, the Company recorded a $25.1 million realized loss on settled hedges, of which $18.1 million was recognized in previous periods. The Company also recorded a $14.8 million unrealized loss during the quarter on its remaining hedged gold ounces. The unrealized loss was driven by an increase in gold prices during Q1 2026.

Refer to "Liquidity and Capital Resources" in this MD&A for details regarding the Company's remaining gold hedging program.

Production Costs

During Q1 2026, the Company incurred production costs of $45.3 million, compared to $42.2 million in Q1 2025. Production costs were higher than the comparative period due to more gold ounces sold in Q1 2026.

Depreciation and Depletion

During Q1 2026, depreciation and depletion expense was $12.4 million, compared to $14.4 million in Q1 2025. The decrease in depreciation and depletion expense resulted from a change in estimate of the AGM's total mineral reserve ore tonnes effective January 1, 2026, resulting in less depletion expense on mineral properties depreciated on a units-of-production basis.

Royalties

Until March 10, 2026, all of the AGM's concessions were subject to a 5% gross revenue royalty payable to the Government of Ghana. Effective March 10, 2026, the Government of Ghana passed into law a bill to amend the country's royalty framework such that gold royalties are subject to a sliding scale, starting at 5% and increasing to 12% when gold prices exceed $4,500/oz.

On March 13, 2026, the Government of Ghana passed into law an amendment to the GSL rate, reducing it from 3% to 1% of gold revenues. The GSL is presented as a royalty expense in the Statement of Operations.

The net effect of the aforementioned royalty amendments is an increase in total royalty rates from 8% to 13% at current spot gold prices.

Royalties expense was higher in Q1 2026 due to higher recorded revenues and the previously described amendments to royalty rates.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

General and Administrative ("G&A") Expenses

G&A expenses in Q1 2026 were $0.4 million higher than Q1 2025 primarily due to an increase in share-based compensation expense, resulting from an increase in the fair value of cash-settled long-term incentive plan awards linked to the price of the Company's common shares.

Finance Expense

The following table summarizes significant components of finance expense for the three months ended March 31, 2026 and 2025:

    Three months ended March 31,  
    2026     2025  
(in thousands of US dollars)   $     $  
Interest on lease liabilities   (1,257 )   (1,563 )
Accretion expense on asset retirement provisions   (798 )   (687 )
Accretion expense on deferred consideration   (420 )   (754 )
Change in fair value of contingent consideration   (1,669 )   (892 )
Fair value adjustment on marketable securities   (669 )   -  
RCF standby fee   (315 )   -  
Other   (595 )   (99 )
Total finance expense   (5,723 )   (3,995 )

Finance expense was higher in Q1 2026 due to the change in fair value of the Nkran royalty resulting from higher forecast gold prices that impact the amount of estimated future royalty payments. Additionally, the Company recorded a $0.7 million unrealized mark-to-market loss on its marketable securities in Q1 2026.

Foreign Exchange Loss

The majority of the foreign exchange loss was unrealized and related to the quarter-end revaluation of value added tax ("VAT") receivables in Ghana that are denominated in Cedis. As noted previously, the value of the Cedi depreciated against the US dollar during the quarter, resulting in an unrealized revaluation loss on VAT receivables.

Current Income Tax Expense

During Q1 2026, the Company recorded current income tax ("CIT") expense of $23.2 million. The CIT expense relates entirely to taxable income generated in Ghana by the AGM, which is subject to a statutory tax rate of 35%. The increase in CIT expense quarter-on-quarter was due to higher gold prices and more gold ounces sold. Additionally, in Q1 2025, the Company's Ghanaian operating subsidiary had tax losses carried forward from prior years, which were utilized to offset taxes payable.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

FINANCIAL CONDITION

  March 31, December 31,  
  2026 2025  
(in thousands of US dollars) $ $  
Cash and cash equivalents 114,936 108,327 Cash and cash equivalents increased resulting from positive operating cash flow and supported by record high gold prices, partly offset by capital expenditures and lease payments at the AGM.
Other current assets 123,424 93,856 Other current assets increased primarily due to a buildup of ore stockpiles and higher VAT receivables.

Non-current assets increased due to capitalized stripping costs at the Abore, Esaase and Nkran deposits.
Non-current assets 412,865 396,868
Total assets 651,225 599,051  
Current liabilities 246,973 220,580 Current liabilities increased due to gold hedge liabilities and higher income taxes paybale.

Non-current liabilities decreased due to remaining gold hedge liabilities now being classified as current liabilities.
Non-current liabilities 142,848 156,813
Total liabilities 389,821 377,393  
Common shareholders' equity 254,433 218,856 Shareholders ' equity increased as the Company reported net earnings for the three months ended March 31, 2026.
Non-controlling interest 6,971 2,802  
Total liabilities and equity 651,225 599,051  

LIQUIDITY AND CAPITAL RESOURCES

A key financial objective of the Company is actively managing its cash balance and liquidity to achieve positive operating cash flows that internally fund operating, capital and project development requirements, and generate shareholder returns. Material changes in the Company's liquidity and capital resources will be substantially determined by the success or failure of the Company's operations, exploration, and development programs, the ability to obtain equity or other sources of financing, and the price of gold.

On December 19, 2025, the Company entered into the $75.0 million revolving credit facility ("RCF") with Rand Merchant Bank ("RMB"). The purpose of the RCF is for general working capital requirements. The RCF has a 4-year term and floating interest rate based on the Secured Overnight Financing Rate (SOFR) plus a margin of 3.95% per annum, while the undrawn portion of the RCF is subject to a standby fee of 1.38% per annum. As of March 31, 2026, the Company had not drawn on the RCF and was in full compliance with all covenants.

The Company's cash and cash equivalents of $114.9 million as of March 31, 2026, together with available funds under the RCF and projected cash flows from operations over the next 12 months at current spot gold prices, are expected to be sufficient to satisfy the Company's financial, operating, capital commitments and contractual obligations requiring settlement within the next 12 months, including the $30.0 million deferred consideration payment due on December 31, 2026. However, the Company's cash flows and its ability to meet working capital requirements and contractual obligations is significantly influenced by the price of gold. Volatility in the gold price contributes to risk that cash flow from operations and other sources of liquidity will be insufficient to meet the Company's financial obligations as they become due and fund the Company's ongoing development and exploration projects. The Company aims to manage its liquidity by ensuring that it can manage spending and provide adequate cash flow to meet all commitments as they fall due.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

Working Capital

As at March 31, 2026, the Company had net working capital deficiency of $1.6 million (December 31, 2025 - $11.4 million).  The increase in net working capital since December 31, 2025 was primarily due to an increase in the Company's cash and cash equivalents resulting from higher gold prices, a build-up of ore stockpiles, and higher VAT receivables. These factors were partly offset by an increase in income taxes payable.

    March 31, 2026      December 31, 2025  
(in thousands of US dollars)   $     $  
Cash and cash equivalents   114,936     108,327  
Accounts receivable   189     71  
Inventories   86,740     70,802  
Value added tax receivables   23,769     10,808  
Prepaid expenses and other   12,726     12,175  
Accounts payable and accrued liabilities   (90,435 )   (87,053 )
Income taxes payable   (19,909 )   (4,167 )
Financial liabilities   (85,061 )   (77,317 )
Lease liabilities - current   (15,911 )   (16,806 )
Deferred consideration   (28,662 )   (28,242 )
Total net working capital (deficiency)   (1,618 )   (11,402 )

Cash Flows

The following table provides a summary of the Company's cash flows for the three months ended March 31, 2026 and 2025:

    Three months ended March 31,  
    2026     2025  
(in thousands of US dollars)   $     $  
Cash provided by (used in):            
Operating activities   46,689     25,892  
Investing activities   (35,059 )   (21,613 )
Financing activities   (4,846 )   (3,366 )
Impact of foreign exchange on cash and cash equivalents   (175 )   (307 )
Increase in cash and cash equivalents during the period   6,609     606  
Cash and cash equivalents, beginning of period   108,327     105,775  
Cash and cash equivalents, end of period   114,936     106,381  

Cash Flows from Operating Activities

The $20.8 million increase in operating cash flows during Q1 2026 was driven by higher revenues resulting from higher average gold sales prices and more gold ounces sold, relative to the comparative period of 2025.

Cash Flows used in Investing Activities

During Q1 2026, the Company invested $35.6 million in additions to mineral properties, plant and equipment ("MPP&E") (Q1 2025 - invested $22.1 million in additions to MPP&E). Total cash expenditures on MPP&E during the current quarter included $13.5 million of development pre-stripping costs at Nkran Cut 3, $10.7 million of sustaining waste stripping costs at the Abore and Esaase deposits, capitalized infill drilling at Abore and Esaase and costs related to a tailings facility expansion. The increase in capital expenditure during Q1 2026 was largely due to higher volumes mined at Nkran Cut 3.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

Cash Flows used in Financing Activities

Cash flows used in financing activities primarily related to capitalized lease payments on the Company's mining and other service contracts. The increase in cash flows used in financing activities in Q1 2026 was due to additional lease agreements entered into in the second half of 2025. The Company also received $1.3 million from the exercise of stock options in Q1 2026.

Commitments and Contractual Obligations

The following table summarizes the Company's commitments and contractual obligations as at March 31, 2026 and December 31, 2025. 

    Less than     1-3     4-5     After     March 31,     December 31,  
(in thousands of US dollars)   1 year     years     years     5 years     2026     2025  
Accounts payable and accrued liabilities   76,570     -     -     -     76,570     73,473  
Gold hedges   85,061     -     -     -     85,061     88,311  
Long-term incentive plan (cash-settled awards)   13,865     -     -     -     13,865     14,066  
Mining and other services contracts   21,678     22,270     14,220     -     58,168     63,901  
Asset retirement provisions (undiscounted)   -     2,178     1,453     79,216     82,847     81,553  
Deferred and contingent consideration   30,000     30,000     9,495     5,903     75,398     73,004  
(undiscounted)                                    
Corporate office lease   114     236     174     -     524     561  
Total commitments   227,288     54,684     25,342     85,119     392,433     394,869  

The gold hedges commitment represents the mark-to-market fair value of the Company's current gold hedging program (see "Gold Price Hedging" below) based upon a spot price of approximately $4,608/oz as of March 31, 2026. The settlement amount of these hedges will depend on the price of gold at the settlement date.

Long-term incentive plan commitments due within one year include all cash-settled deferred share unit ("DSU") awards granted to directors of the Company prior to 2025 amounting to $12.1 million. These commitments are current liabilities because the timing of payments could be accelerated if a director retires, or in the event of a change of control. DSU awards granted from the beginning of FY 2025 will be settled by the issuance of the Company's common shares.

The Company has a number of mining and other service contracts. These contracts include monthly fixed fees as well as variable cost measures. The contractual obligations disclosed in the above table relate only to the fixed fees payable to the contractors. The variable cost measures of these contracts are dependent volumes, such as bank cubic meters mined or ore tonnes transported. The expense relating to these variable payments and recognized as an operating expense was $37.5 million for the three months ended March 31, 2026 (three months ended March 31, 2025 - $25.2 million). The mining services contracts include termination clauses, which allow the Company to terminate the agreements provided a termination fee is paid to the contractor.

The timing of contingent payments, totaling $45.4 million, is management's best estimate of when payments would be required to be made based upon the AGM's current life of mine plan.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

Contingencies

In 2019, a former services provider of the AGM filed a dispute with an arbitration tribunal alleging the AGM breached the terms of a services agreement and claimed approximately $25.0 million in damages. The arbitrator ruled in favour of the AGM that there had not been a breach of any terms of the contract, yet made an award to the counterparty of approximately $13.0 million plus interest for services rendered. The Company, consistent with the arbitration ruling, maintains the view that there was no breach of contract, and all contractual amounts were paid as due. The Company has sought to appeal the arbitration ruling. On March 26, 2026, the Court of Appeal dismissed the case on a procedural matter and did not consider the substantive merits of the case, so the Company will continue to follow the mandated Ghanaian judicial process until the matter is settled.

A provision of $7.0 million has been recorded as at March 31, 2026 as management's best estimate to settle the claim (December 31, 2025 - $7.0 million). While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes the estimated provision is reasonable based on the information currently available.

Due to the nature of its business, the Company may from time to time be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. While the Company cannot reasonably predict the ultimate outcome of any such actions, and inherent uncertainties exist in predicting such outcomes, the Company believes that the ultimate resolution of these actions is not reasonably likely to have a material adverse effect on the Company's financial condition or future results of operations.

Off-Balance Sheet Arrangements

The Company has no off‐balance sheet arrangements.

Gold Price Hedging

The Company periodically enters into gold hedging arrangements to mitigate gold price risk during periods of planned elevated capital investment. During the three months ended March 31, 2026, the Company realized a $25.1 million loss on its gold hedging derivatives (three months ended March 31, 2025 - realized loss of $4.9 million). The Company does not apply hedge accounting to the gold hedges.

The Company has gold hedges for 45,000 gold ounces of production in 2026 and 7,500 gold ounces in 2027. The gold hedges have a weighted average put strike of $2,300/oz and a weighted average call strike of $3,060/oz.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following table provides a summary of unaudited financial data for the last eight quarters. Except for basic and diluted income (loss) per share, the totals in the following table are presented in thousands of US dollars.

    Q1 2026     Q4 2025     Q3 2025     Q2 2025     Q1 2025     Q4 2024     Q3 2024     Q2 2024  
Gross revenue   166,524     159,676     114,197     97,304     76,590     64,551     71,130     63,963  
Income (loss) from mine operations   72,453     51,139     9,977     24,653     (19,756 )   26,114     7,730     20,646  
Income (loss) from operations   66,256     43,915     176     18,779     (26,327 )   7,401     4,190     12,092  
Net income (loss) for the period   36,860     19,057     (42,020 )   21,554     (29,392 )   3,369     1,100     7,280  
Basic net income (loss) per share $ 0.13   $ 0.06   $ (0.15 ) $ 0.07   $ (0.10 ) $ 0.00   $ 0.00   $ 0.03  
Diluted net income (loss) per share $ 0.12   $ 0.06   $ (0.15 ) $ 0.07   $ (0.10 ) $ 0.00   $ 0.00   $ 0.03  
Adjusted net income (loss) attributable to common shareholders (1)   29,515     39,959     (2,770 )   21,133     388     4,646     17,743     8,805  
Adjusted basic net income (loss) per share (1) $ 0.11   $ 0.15   $ (0.01 ) $ 0.08   $ 0.00   $ 0.02   $ 0.07   $ 0.03  
Cash provided by operating activities   46,689     55,839     40,449     35,814     25,892     13,806     24,449     4,463  
EBITDA(1)   77,308     67,635     50,412     49,851     (12,098 )   16,424     30,787     18,972  

(1) Non-IFRS measure. Refer to section "Non-IFRS Measures" of this MD&A.

The decrease in income from mine operations in Q3 2024 was as a result of higher realized and unrealized losses on gold hedge derivatives.

The decrease in EBITDA1 in Q4 2024 was due to the Company terminating a gold sales offtake agreement and paying a $13.1 million termination fee.

The net loss in Q1 2025 was primarily attributable to a $30.2 million unrealized loss and a $4.9 million realized loss on gold hedge derivatives.

The net loss in Q3 2025 was due to a $25.1 million unrealized loss and a $13.1 million realized loss on gold hedge derivatives. The Company also recorded CIT and deferred income tax expenses of $21.8 million and $14.7 million, respectively.

From Q2 2025 to Q1 2026, improved mining and production rates at the AGM, coupled with higher average gold sales prices, led to strong revenue, income from operations, net earnings and operating cash flow.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

NON-IFRS MEASURES

The Company has included certain non-IFRS performance measures throughout this MD&A. These performance measures are employed by management to assess the Company's operating and financial performance and to assist in business decision-making. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and other stakeholders use this information to evaluate the Company's operating and financial performance; however, as explained elsewhere herein, 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.

Total Cash Costs per Gold Ounce Sold

The Company has included the non-IFRS performance measure of total cash costs per gold ounce sold throughout this MD&A. The Company follows the recommendations of the Gold Institute Production Cost Standard (the "Gold Institute"). The Gold Institute, which ceased operations in 2002, was a non-regulatory body and represented a global group of suppliers of gold and gold products. The production cost standard developed by the Gold Institute remains the generally accepted standard of reporting cash costs of production by many gold mining companies. Total cash costs are calculated by taking production costs related to gold production, removing costs allocated to by-products and then adding royalties. Management uses total cash costs per gold ounce sold to monitor the operating performance of the AGM. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, some investors use this information to evaluate the Company's performance and ability to generate cash flow.

The following table provides a reconciliation of the AGM's total cash costs per gold ounce sold to production costs of the Company (the nearest IFRS measure) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2026 and 2025.

    Three months ended March 31,  
    2026     2025  
(in thousands of US dollars, except per ounce amounts)   $     $  
Production costs   45,250     42,242  
Costs allocated to by-products   (491 )   (127 )
Royalties   14,545     4,595  
Total cash costs   59,304     46,710  
Gold ounces sold   34,181     26,994  
Total cash costs per gold ounce sold ($/oz)   1,735     1,730  

AISC per Gold Ounce Sold

The Company has adopted the reporting of "AISC per gold ounce sold", which is a non-IFRS performance measure. The Company believes that the AISC per gold ounce measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, some investors use this information to evaluate the AGM's performance and ability to generate cash flow.

AISC adjusts total cash costs for mine site G&A expenses, reclamation cost accretion, sustaining capitalized stripping costs, sustaining capital expenditures and sustaining lease payments on the AGM's mining and service lease agreements. Sustaining capital expenditures, capitalized stripping costs, reclamation cost accretion and lease payments are not line items on the Company's financial statements. Sustaining capital expenditures are defined as those capital expenditures which do not materially benefit annual or life of mine gold ounce production at a mine site.  A material benefit to a mine site is considered to be at least a 10% increase in annual or life of mine production, net present value, or mineral reserves compared to the remaining life of mine of the operation. As such, sustaining costs exclude all expenditures at the AGM's new projects and certain expenditures at the AGM's operating sites which are deemed expansionary in nature. Capitalized stripping costs represent costs incurred at steady-state operations during the period; these costs are generally not considered expansionary in nature as the stripping phase is expected to take less than 12 months and resulting ore production is of a short-term duration. Reclamation cost accretion represents the growth in the AGM's reclamation provision due to the passage of time. This amount does not reflect cash outflows, but it is considered to be representative of the periodic costs of reclamation and remediation. Lease payments on mining and service lease agreements represent cash outflows. Reclamation cost accretion is presented in finance expense in the Company's financial results.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

The following table provides a reconciliation of AISC for the AGM to production costs and various operating expenses of the Company (the nearest IFRS measures) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2026 and 2025.

    Three months ended March 31,  
    2026     2025  
(in thousands of US dollars, except per ounce amounts)   $     $  
Total cash costs (as reconciled above)   59,304     46,710  
G&A expenses of the AGM (see table below)   846     715  
Sustaining capital expenditures and capitalized stripping costs
(see table below)
  14,413     14,249  
Reclamation accretion expense   798     687  
Sustaining lease payments(1)   5,338     5,144  
All-in sustaining costs   80,699     67,505  
Gold ounces sold   34,181     26,994  
All-in sustaining costs per gold ounce sold ($/oz)   2,361     2,501  

(1) Sustaining lease payments for the three months ended March 31, 2026 were $5,989 per the Company's consolidated interim financial statements, which included $29 of lease payments for corporate office space and $622 of non-sustaining lease payments on a mining services contract.

The following table reconciles G&A expenses of the AGM to the Company's G&A expenses (the nearest IFRS measure) as presented in the Statements of Operations of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025.

    Three months ended March 31,  
    2026     2025  
(in thousands of US dollars)   $     $  
Consolidated G&A expenses   5,475     5,100  
Less:            
Corporate G&A expenses   (4,629 )   (4,385 )
G&A expenses of the AGM   846     715  


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

The following table reconciles sustaining capital expenditures and sustaining capitalized stripping costs to the Company's total MPP&E additions (the nearest IFRS measure) as presented in note 7 of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025.

    Three months ended March 31,  
    2026     2025  
(in thousands of US dollars)   $     $  
Additions to MPP&E (note 7 of financial statements)   31,267     32,242  
Add (less):            
Non-sustaining capital expenditures   (21,191 )   (7,848 )
Capital expenditures - corporate   (5 )   (6 )
Non-cash additions related to leases   -     (11,157 )
Change in accounts payable related to capitalized stripping costs   4,342     1,018  
Sustaining capital expenditures   14,413     14,249  

EBITDA and Adjusted EBITDA

Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is a non-IFRS measure and provides an indication of the Company's continuing capacity to generate income from operations before considering the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income (loss) excluding finance expense, finance income, depreciation and depletion expense and income taxes. Adjusted EBITDA, also a non-IFRS measure, adjusts EBITDA to exclude non-recurring items and non-cash items ("Adjusted EBITDA").

The following table provides a reconciliation of the Company's EBITDA and Adjusted EBITDA to net income (loss) of the Company (the nearest IFRS measure) as presented in the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025.

    Three months ended March 31,  
    2026     2025  
(in thousands of US dollars )   $     $  
Net income (loss)   36,860     (29,392 )
Add back (deduct):            
Depreciation and depletion expense   12,412     14,425  
Finance income   (644 )   (1,126 )
Finance expense   5,723     3,995  
Current income tax expense   23,236     -  
Deferred income tax recovery   (279 )   -  
EBITDA   77,308     (12,098 )
Add back (deduct):            
Unrealized loss on gold hedge derivatives   14,833     31,321  
Non-cash long-term incentive plan compensation   1,284     907  
Adjusted EBITDA   93,425     20,130  

 


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

Adjusted Net Income (Loss)

The Company has included the non-IFRS performance measures of adjusted net income (loss) and adjusted net income (loss) per share throughout this MD&A. 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, and items of income or expense not expected to recur in the future, from net income (loss) to provide a measure which helps the Company and investors to evaluate the results of the underlying core operations of the Company and its ability to generate cash flows. The Company believes that the presentation of adjusted net income (loss) is appropriate to provide additional information to investors regarding items that management does not expect to continue at the same level in the future or that management does not believe to reflect the Company's ongoing operating performance or operating performance of the current period. The Company further believes that its presentation of this non-IFRS financial measure provides information that is useful to investors because it is an important indicator of the strength of operations and the performance of the Company's core business.

The following table provides a reconciliation of adjusted net income (loss) to net income (loss) of the Company (the nearest IFRS measure) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2026 and 2025.

    Three months ended March 31,  
    2026     2025  
(in thousands of US dollars, except per share amounts)   $     $  
Net income (loss) attributable to common shareholders   32,691     (26,806 )
Settlement of gold hedges with losses recognized in prior periods (1)   (16,275 )   (995 )
Unrealized loss on gold hedge derivatives (1)   13,350     28,189  
Deferred income tax recovery(1)   (251 )   -  
Adjusted net income   29,515     388  
Basic weighted average common shares outstanding   260,277,611     257,172,124  
Diluted weighted average common shares outstanding   269,732,725     257,172,124  
Adjusted net income per share - basic $ 0.11   $ 0.00  
Adjusted net income per share - diluted $ 0.11   $ 0.00  

(1) Reflects the Company's 90% interest in the AGM.

OUTSTANDING SHARE DATA

As of the date of this MD&A, there were 261,213,764 common shares of the Company issued and outstanding and 9,758,509 stock options outstanding (each exercisable to purchase one common share at exercise prices ranging between C$0.62 and C$4.16 per share). Additionally, there were 2,777,645 long-term incentive plan ("LTIP") awards, comprising restricted share units, performance share units and DSUs, that will be settled in equity. The maximum number of common shares issuable upon conversion of these LTIP awards is 3,366,145 common shares. The fully diluted outstanding share count at the date of this MD&A is 274,338,418.

RELATED PARTY TRANSACTIONS

As at March 31, 2026, the Company's related parties are its subsidiaries and key management personnel, defined as directors and executive officers of the Company. During the normal course of operations, the Company enters into transactions with its related parties. During the three months ended March 31, 2026, all related party transactions were in the normal course of business, including compensation payments to key management personnel.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Estimates and Judgements

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in preparing the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025 are reasonable; however, actual results could differ from those estimates and assumptions and could impact future results of operations and cash flows. The Company's significant accounting judgements and estimates are presented in note 5 of the audited consolidated annual financial statements for the years ended December 31, 2025 and 2024.

Changes in Accounting Policies including Initial Adoption

Accounting standards adopted during the period

IFRS 7 and 9

In May 2024, the IASB issued amendments to the classification and measurement of financial instruments (IFRS 7 and IFRS 9), which included clarification that a financial liability is derecognized on the 'settlement date'; an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met; clarification on how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance‐linked features; and requires additional disclosures under IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event. The amendments to IFRS 7 and IFRS 9 are effective for annual reporting periods beginning on or after January 1, 2026. The amendments to IFRS 7 and IFRS 9 had no material impact on the Company's consolidated financial statements.

Accounting standards and amendments issued but not yet adopted

The following standards and interpretations, which may be applicable to the Company, have been issued but are not yet effective as of March 31, 2026:

IFRS 18

On April 9, 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, a new standard on presentation and disclosure in financial statements with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but may change what an entity reports as its 'operating profit or loss'. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. The Company is currently evaluating how the detailed implications of applying IFRS 18 will impact the disclosures in its consolidated financial statements in future periods. Preliminarily, the Company has identified the following potential impacts, which are not exhaustive, of applying IFRS 18 on its consolidated financial statements:

 Items of income or expense may be grouped differently resulting in new subtotals or line items in the Statement of Operations and Comprehensive Income (Loss).


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

 There will be new disclosures for management-defined performance measures (“MPM”). An MPM has been defined as a subtotal of income and expenses that is used in communications outside of the financial statements to highlight a particular aspect of overall financial performance. Based on an initial review of the Company’s communications outside of the financial statements, the following financial performance measures, which are not exhaustive, may meet the definition of an MPM: adjusted net income (loss); EBITDA; and Adjusted EBITDA.

RISKS AND UNCERTAINTIES

Financial Instruments and Risk

The Company's business, operations and future prospects are subject to significant risks. For details of these risks, refer to the risk factors set forth in the Company's most recently filed AIF for the year ended December 31, 2025, which can be found under the Company's SEDAR+ profile at www.sedarplus.ca, and the Company's most recently filed Form 40-F Annual Report for the year ended December 31, 2025, which can be found on EDGAR at www.sec.gov.

Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, prospects and price of the Company's common shares. If any of the risks actually occur, the business of the Company may be harmed, and its financial condition and results of operations may suffer significantly.

Financial Instruments

As at March 31, 2026, the Company's financial instruments consist of cash and cash equivalents, accounts receivable, marketable securities, accounts payable and accrued liabilities, lease liabilities, financial liabilities (gold hedge derivatives), long-term incentive plan liabilities, deferred and contingent consideration payable and the 1% net smelter return royalty on production from the Nkran deposit (the "Nkran Royalty") payable. The Company classifies cash and cash equivalents and accounts receivables as financial assets measured at amortized cost, while accounts payable and accrued liabilities, lease liabilities and deferred consideration are classified as other financial liabilities and measured at amortized cost. Marketable securities, long-term incentive plan liabilities, contingent consideration and the Nkran Royalty are financial assets and financial liabilities, respectively, measured at fair value through profit or loss. Marketable securities fall within Level 1 of the fair value hierarchy, while the aforementioned financial liabilities all fall within Level 3. The gold hedge derivative liabilities are also recorded at fair value at the reporting date and fall within Level 1 of the fair value hierarchy.  Refer to note 11 of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025 for discussion on the significant assumptions made in determining the fair value of the contingent consideration and Nkran Royalty.

The credit risk, liquidity risk and market risk associated with the Company's financial instruments are disclosed in note 25(d) of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

As at March 31, 2026, the carrying and fair values of the Company's financial instruments by category are as follows (in thousands of US dollars):

    Fair value through                    
    profit or loss     Amortized cost     Carrying value     Fair value  
As at March 31, 2026   $     $     $     $  
Financial assets:                        
Cash and cash equivalents   -     114,936     114,936     114,936  
Accounts receivable   -     189     189     189  
Marketable securities (1)   3,889     -     3,889     3,889  
Total financial assets   3,889     115,125     119,014     119,014  
                         
Financial liabilities:                        
Accounts payable and accrued liabilities (2)   13,865     76,570     90,435     90,435  
Financial liabilities (2)   85,061     -     85,061     85,061  
Lease liabilities   -     32,343     32,343     32,343  
Deferred consideration   -     28,662     28,662     28,662  
Contingent consideration   19,985     -     19,985     19,985  
Nkran royalty   7,992     -     7,992     7,992  
Total financial liabilities   126,903     137,575     264,478     264,478  

(1) Marketable securities are presented within prepaid expenses and other in the Statement of Financial Position.

(2) Accounts payable and accrued liabilities and financial liabilities include long-term incentive plan and gold hedge instrument liabilities, which are measured at fair value through profit or loss.

INTERNAL CONTROL

Internal Control over Financial Reporting ("ICFR")

Management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), have evaluated the Company's ICFR to determine whether any changes occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.

During the three months ended March 31, 2026, there have been no changes in ICFR that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.

Limitations of Controls and Procedures

The Company's management, including the CEO and CFO, believes that any disclosure controls and procedures or ICFR, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

QUALIFIED PERSONS

The exploration information contained in this MD&A has been reviewed and approved by Mr. Chris Pettman, P.Geo, Vice President Exploration of Galiano. For further information regarding the exploration information in this MD&A, including the Quality Control and Quality Assurance and data verification measures taken with respect to such exploration information, refer to the Company's news releases dated January 29, 2026, February 12, 2026 and May 11, 2026, which are filed on the Company’s SEDAR+ profile at www.sedarplus.ca.

All other scientific and technical information contained in this MD&A has been reviewed and approved by Mr. Amri Sinuhaji, P.Eng., Vice President Technical Services of Galiano. Mr. Pettman and Mr. Sinuhaji are "Qualified Persons" as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects ("NI 43-101").

CAUTIONARY STATEMENTS

Cautionary Statement on Forward-Looking Information

The Company cautions readers regarding forward-looking statements found in this MD&A and in any other statement made by, or on behalf of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "estimates", "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", or "might" occur. Forward-looking statements are made based on management's beliefs, estimates and opinions and are given only as of the date of this MD&A. Such statements may constitute "forward-looking information" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation.

Forward-looking statements are statements not based on historical information, and which relate to future operations, strategies, financial results or other developments. Forward-looking statements reflect the Company's current views with respect to expectations, beliefs, assumptions, estimates and forecasts about the business of the Company and the industry and markets in which the Company operates.  Forward-looking statements include, but are not limited to, statements with respect to:

  • the deferred consideration payable in connection with the transaction with Gold Fields Limited that closed on March 4, 2024;
  • the future price of gold;
  • the Company's operating plans for the AGM;
  • the estimation of mineral reserves and mineral resources;
  • the objective to increase mineral reserves and mineral resources, including any targets for additions to mineral reserves or mineral resources through exploration activities;
  • the Company's vision to grow its business into a sustainable mid-tier producer;
  • the potential for future underground mining;
  • the timing and amount of estimated future production from the AGM, including production rates and gold recovery;
  • the timing of fleet mobilization and volumes mined at the Nkran deposit;
  • operating costs with respect to the operation of the AGM;
  • capital expenditures that are required to sustain and expand mining activities;
  • the meeting of working capital requirements, contractual obligations and other financial commitments as they fall due;
  • the timing, costs and project economics associated with the Company's development plans for the AGM;

GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025
  • the availability of capital to fund the AGM's expansion and development plans;
  • the focus of future exploration programs;
  • any additional work programs to be undertaken by the Company;
  • the Company's planned and future drilling programs, including the timing thereof;
  • the timing of fleet mobilization and expectations with respect to volumes mined at the Nkran deposit;
  • expectations regarding processing plant milling capacity and milling rates;
  • approval by the Government of Ghana of granting certain security to RMB (as defined herein) in respect of the RCF (as defined herein);
  • interpretation of the metallurgical testing results received to date and alignment with the metallurgical recovery model;
  • timing of delivery of higher grade ore from the Abore and Esaase deposits and the effects of such on gold production levels;
  • the ability of the AGM to maintain current inventory levels;
  • the timing of the development of new deposits;
  • success of exploration activities;
  • renewal of mining and exploration licenses and other permits necessary for mining operations;
  • hedging practices;
  • currency exchange rate fluctuations;
  • central bank interest rate forecast;
  • estimate of a legal provision;
  • requirements for additional capital;
  • operating cash flows;
  • government regulation of mining operations;
  • regulatory investigations, claims, lawsuits and other proceedings;
  • environmental risks and remediation measures;
  • advancement and implementation of the Company's sustainability program;
  • alignment with International Council on Mining and Metals' Mining Principles;
  • unanticipated reclamation expenses;
  • changes in accounting policies and resulting impact on disclosures;
  • title disputes or claims;
  • limitations on insurance coverage; and
  • usefulness of certain non-IFRS measures.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict.  These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. The Company's actual future results or performance are subject to certain risks and uncertainties, including but not limited to:

  • mineral reserve and mineral resource estimates may change and may prove to be inaccurate;
  • exploration activities may not result in the delineation of additional mineral resources or the conversion of mineral resources into mineral reserves within anticipated timeframes, or at all;
  • 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;
  • sustained increases in costs, or decreases in the availability, of commodities consumed or otherwise used by the Company may adversely affect the Company;
  • inflationary pressures and the effects thereof;
  • adverse geotechnical and geological conditions (including geotechnical failures) may result in operating delays and lower throughput or recovery, closures or damage to mine infrastructure;

GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025
  • geotechnical risks associated with the design and operation of a mine and related civil structures;
  • the ability of the Company to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process gold as planned is dependent on a number of factors and assumptions which may not be present or occur as expected;
  • risks related to artisanal and illegal mining activities at or near the AGM, including that the Company's mineral properties may experience a loss of ore, and the Company may experience lack of access to its mineral properties and other issues;
  • the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment;
  • the ability of the Company to manage procurement risks, including securing timely and cost-effective equipment and services, and mitigate risks related to supplier performance, fraud, collusion, bribery, kickbacks and unethical procurement practices;
  • outbreaks of 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 its common shares;
  • 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;
  • metallurgical recoveries may not be economically viable, or recoveries may be lower in the future and have a negative impact on the Company's gold production and financial results;
  • the Company's business is subject to risks associated with operating in a foreign country;
  • risks related to the Company's use of mining and other 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;
  • 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 recently experienced significant 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 changes in interest rates and foreign currency exchange rates;
  • changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds;
  • risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws;
  • risks related to information systems security threats;
  • the impact of technological developments on the Company's operations;
  • non-compliance with public disclosure obligations could have an adverse effect on the Company's share 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;

GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025
  • 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 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;
  • 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
  • any such other risk factors described under the heading "Risk Factors" in the Company's most recently filed AIF.

Forward-looking statements are necessarily based upon estimates and assumptions, which are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, regarding future business decisions, are subject to change. Assumptions underlying the Company's expectations regarding forward-looking statements or information contained in this MD&A include, among others:

  • 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 Company's ability to raise sufficient funds from future equity financings or debt facilities 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 AGM will not experience any significant uninsured production disruptions that would materially affect revenues;
  • the ability of the Company to comply with applicable governmental regulations and standards;
  • the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana;
  • the success of the Company in implementing its development strategies and achieving its business objectives;
  • the Company will have sufficient working capital necessary to sustain its operations on an ongoing; and
  • the key personnel of the Company will continue their employment.

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 MD&A if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations. Historically, the Company's operations have been primarily funded from debt and share issuances, as well as the exercise of stock options. The Company has had and may have future capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund its future operations, the Company may be required to seek additional financing.

Although the Company has to date been able to raise capital, there can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.


GALIANO GOLD INC.
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025

Cautionary Note for United States Investors

All technical disclosure in this MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ materially from the requirements of United States securities laws applicable to domestic United States issuers. The terms "mineral reserves", "proven mineral reserves", "probable mineral reserves", "mineral resources", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" used in this MD&A are in reference to the mining terms defined in the Canadian Institute of Mining, Metallurgy and Petroleum Standards, as adopted by NI 43-101. The Company's disclosure of mineralization and other technical information herein may differ significantly from the information that would be disclosed had the Company prepared the reserve and resource estimates under the standards adopted under the rule of the Securities and Exchange Commission ("SEC") applicable to domestic United States issuers. Accordingly, the disclosure in this MD&A regarding the Company's mineral properties is not comparable to the disclosure of United States issuers subject to the SEC's mining disclosure requirements. 



Form 52-109F2

Certification of interim filings - full certificate

I, Matt Badylak, Chief Executive Officer of Galiano Gold Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)  designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)  designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is based on Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 13, 2026

/s/ Matt Badylak

_______________________

Matt Badylak

Chief Executive Officer



Form 52-109F2

Certification of interim filings - full certificate

I, Matthew Freeman, Chief Financial Officer of Galiano Gold Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)  designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)  designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is based on Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 13, 2026

/s/ Matthew Freeman

_____________________

Matthew Freeman

Chief Financial Officer




GALIANO GOLD REPORTS

FIRST QUARTER 2026 RESULTS

Vancouver, British Columbia, May 13, 2026 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) is pleased to report its first quarter ("Q1") 2026 operating and financial results. Galiano owns a 90% interest in the Asanko Gold Mine ("AGM") located on the Asankrangwa Gold Belt in the Republic of Ghana, West Africa.

All financial information contained in this news release is unaudited and reported in United States dollars.

Q1 2026 HIGHLIGHTS

Safety

  • No lost-time injuries ("LTI") nor total recordable injuries (inclusive of LTIs) ("TRI") recorded. The AGM has achieved 8.8 million hours worked without an LTI as of March 31, 2026.

  • 12‐month rolling LTI and TRI frequency rates as of March 31, 2026 of 0.00 and 0.11 per million hours worked, respectively.

Financial

  • Cash and cash equivalents of $114.9 million as of March 31, 2026 and no debt.

  • Generated cash flow from operating activities of $46.7 million during Q1 2026, an 80% increase from Q1 2025.

  • Income from mine operations of $72.5 million during Q1 2026.

  • Net income of $0.13 and adjusted net income1 of $0.11 per common share (basic) during Q1 2026.

  • Adjusted EBITDA1 of $93.4 million during Q1 2026, an increase of 364% from Q1 2025.

Mining Operations

  • Mined 1.5 million tonnes ("Mt") of ore at an average mined grade of 0.9 grams per tonne ("g/t") gold with a strip ratio of 6.0:1. Approximately 70% of mined ore was from the Abore deposit.

Processing

  • 1.3 Mt of ore was milled at an average feed grade of 0.9 g/t, with metallurgical recovery averaging 90%. Mill availability during Q1 2026 was 89% due to a planned 5-day maintenance shutdown.

  • Produced 34,747 ounces of gold, a 68% increase compared to Q1 2025, and in line with the Company's first half indicative production range.

  • Sold 34,181 ounces of gold at a record quarterly average price of $4,857 per ounce ("/oz"), excluding the effect of realized losses on gold hedging instruments.

Nkran Cut 3 Development

  • Development of Cut 3 at the Nkran deposit continued with 4.7 Mt of waste mined. Additional mining equipment is expected to be mobilized during Q2 2026 and, thereafter, mined volumes at Nkran are forecast to increase significantly.

________________________________________
1 Non-IFRS measure.  Refer to section "Non-IFRS Performance Measures" in this news release.


  • Capitalized development pre-stripping costs at Nkran Cut 3 of $13.5 million.

Costs

  • All-in sustaining costs1 ("AISC") of $2,361/oz, a 6% decrease compared to Q1 2025 despite higher royalties expense.

  • FY 2026 AISC1 guidance has been revised to between $2,300/oz and $2,600/oz (previously $2,000/oz and $2,300/oz), resulting from the amendment to Ghana's royalty framework.

Exploration

  • Drilled 11,578 meters (“m”) at the Abore deposit, which consisted of infill and step-out drilling up to 200m below the existing underground Mineral Resource boundary. Drilling successfully indicated extension of mineralization at depth, along strike, and across previously untested areas outside the current underground Mineral Resource. Highlights from the Q1 2026 Abore drilling program, as reported in the Company’s news release dated May 11, 2026, included:

  • Main pit ore shoot expanded ~95m further down dip to the north;

  • ~200m of strong mineralization defined between the Main pit ore shoot and the saddle zone;

  • High-grade intercept below the northern end of Main pit, which remains open; and

  • High-grade mineralization intersected up to 180m below the current underground Mineral Resource.

  • Completed 2,501m of infill drilling at Esaase to support the conversion of Inferred Mineral Resources to the Indicated category. Following successful initial results, the Company has expanded the FY 2026 exploration budget by $7.5 million to complete a total program of 33,000m at Esaase.

"The AGM delivered another quarter of strong, consistent operational performance, building on the momentum we have established through 2025,” said Matt Badylak, Galiano’s President and CEO. “From a growth and mine‑life extension perspective, we are pleased to have a clear line of sight to near‑term mineral reserve expansion. At Esaase, mineral resource conversion drilling progressed well during the quarter, supporting an expansion of the program from 9,500 metres to 33,000 metres. Esaase represents a critical growth opportunity and will play a key role in developing a robust long‑term mine plan. Importantly, we remain on track to deliver 140,000 to 160,000 ounces of gold production this year and are approaching a meaningful cash flow inflection point as hedges roll off, deferred payment is completed in December, and production continues to ramp up toward 2027.”

Conference Call and Webcast

Management will host a conference call and webcast to discuss the results of Q1 2026 at 10:30am ET (7:30am PT) on May 14, 2026. Please refer to the details below to join the conference call or the webcast.

Conference Call Participant Details
Webcast URL https://www.gowebcasting.com/14680
Local Toronto: 1-647-932-3411
North American toll-free 1-800-715-9871
Conference ID 9798035
Conference Replay
URL https://www.gowebcasting.com/14680



SUMMARY OF QUARTERLY OPERATIONAL AND FINANCIAL HIGHLIGHTS

  Q1 2026 Q4 2025 Q3 2025 Q2 2025 Q1 2025
Health and Safety
LTIs(1) - -                 -                  - 2
TRIs(1) - -                 1                 -  3
12-month rolling LTI frequency rate 0.00 0.24 0.39 0.42 0.43
Mining Operations
Ore mined ('000t) 1,521 1,575 1,605 1,365 1,296
Waste mined ('000t) 9,084 8,337 9,067 8,101 8,314
Strip ratio (waste-to-ore) 6.0 5.3 5.7 5.9 6.4
Average gold grade mined (g/t) 0.9 0.9 0.8 0.8 0.8
Mining costs ($/t mined) 3.73 3.94 3.38 3.59 3.31
Ore tonnes trucked ('000 t) 1,163 1,069 1,288 1,030 1,053
Ore transportation costs ($/t trucked) 4.42 4.45 4.35 4.49 4.43
Processing
Ore milled ('000t) 1,305 1,369 1,283 1,193 1,086
Average mill head grade (g/t) 0.9 1.0 0.9 0.8 0.8
Average recovery rate (%) 90 91 91 89 87
Processing costs ($/t milled) 12.79 12.13 12.57 12.89 14.37
General and administrative costs ($/t milled) 7.09 7.58 6.62 6.24 5.78
Gold produced (oz) 34,747 37,574 32,533 30,350 20,734
Development Stripping - Nkran Cut 3
Waste mined ('000t) 4,707 4,324 3,426 1,723 810
Mining costs ($/t mined) 2.85 2.48 3.29 4.00 3.98
Development capitalized stripping costs ($m) 13.5 11.1 12.0 6.9 3.2
Capital Expenditures
Sustaining capital ($m) 3.6 4.4 4.2 2.2 1.3
Development capital ($m) 3.4 0.7 2.9 4.9 3.3
Sustaining capitalized stripping costs ($m) 6.4 11.7 11.9 15.1 11.9
Financial, Costs and Cash Flow
Gross revenue ($m) 166.5 159.7 114.2 97.3 76.6
Gold sold (oz) 34,181 38,276 32,577 29,287 26,994
Average gold sales price - gross ($/oz)(2) 4,857 4,164 3,501 3,317 2,833
Average gold sales price - net ($/oz)(3) 4,122 3,744 3,099 2,951 2,651
AISC ($/oz sold)(4) 2,361 2,033 2,283 2,251 2,501
Income (loss) from mine operations ($m) 72.5 51.1 10.0 24.7 (19.8)
Adjusted net income (loss) ($m)(4) 29.5 40.0 (2.8) 21.0 0.4
Adjusted EBITDA ($m)(4) 93.4 85.5 37.8 39.9 20.1
Cash flow from operating activities ($m) 46.7 55.8 40.4 35.8 25.9

(1) The Company records and reports injuries in accordance with the International Council on Mining and Metals' (ICMM) Mining Principles.

(2) Gross average gold sales price is a non-IFRS measure and calculated by dividing revenue, as reported in the Company's consolidated financial statements, by the number of gold ounces sold during the period.

(3) Net average gold sales price is a non-IFRS measure and calculated by dividing revenue less realized losses on gold hedge derivative instruments, as reported in the Company's consolidated financial statements, by the number of gold ounces sold during the period.

(4) Refer to "Non-IFRS Performance Measures" in this news release.


Mining

  • Mined 1.1 Mt of ore at the Abore deposit at an average grade of 0.9 g/t gold and a strip ratio of 6.1:1. Mined grades and strip ratio were largely consistent with Q4 2025.

  • Mined 0.4 Mt of ore at the Esaase deposit at an average grade of 0.7 g/t gold and a strip ratio of 5.9:1. Ore tonnes mined were higher in Q1 2026 compared to Q4 2025 due to the temporary suspension of mining at Esaase in Q4 2025 that resulted from a community incident.

  • Mining costs per tonne at Abore and Esaase averaged $3.73 per tonne ("/t") in Q1 2026, compared to $3.31/t in Q1 2025. The 13% increase in mining costs per tonne in Q1 2026 was attributable to higher drill and blast costs, resulting from mining a higher proportion of fresh rock at Abore, and increasing mining depths and haul distances.

Processing

  • The AGM produced 34,747 ounces of gold during Q1 2026, a decrease of 8% from Q4 2025, as the processing plant milled 1.3 Mt of ore at an average grade of 0.9 g/t gold with metallurgical recovery averaging 90%. Mill throughput in Q1 2026 was 5% lower than Q4 2025 due to a planned 5-day shutdown of the processing plant to complete a mill reline and other maintenance activities.

  • Approximately 60% of the mill feed was sourced from mined ore at Abore, with the remainder of mill feed primarily from the Esaase deposit.

  • Processing costs per tonne for Q1 2026 was $12.79, an 11% decrease from Q1 2025. The decrease in processing costs per tonne was largely driven by higher mill throughput volumes, partly offset by costs associated with a mill reline and other maintenance activities in Q1 2026.

Costs

  • AISC1 for Q1 2026 was $2,361/oz, compared to $2,501/oz in Q1 2025. The decrease in AlSC1 resulted from a 27% increase in gold ounces sold in Q1 2026, partly offset by a $10.0 million increase in royalties. 

  • Relative to Q4 2025, AISC1 increased by 16% in Q1 2026 due to lower gold sales volumes and a $3.1 million increase in royalties.

Nkran Cut 3

  • Nkran Cut 3 waste stripping continued during the quarter with 4.7 Mt of waste rock mined during Q1 2026, an increase of 9% from Q4 2025.

  • Mining costs per tonne at Nkran was $2.85 for Q1 2026, compared to $3.98/t in Q1 2025. The decrease in mining costs per tonne was attributable to higher tonnes mined

  • Nkran Cut 3 development capitalized stripping costs totaled $13.5 million during Q1 2026. Waste stripping volumes are expected to rise following the mobilization of additional mining equipment during Q2 2026.

Capital Expenditures

  • Sustaining capital expenditures totaled $3.6 million during Q1 2026, an increase of $2.3 million compared to Q1 2025. The increase in sustaining capital expenditures was largely driven by costs associated with a tailings facility expansion.

  • Development capital expenditures during Q1 2026 totaled $3.4 million, in line with Q1 2025. Development capital expenditures in Q1 2026 related primarily to costs associated with relocating villages near the AGM's operations.


Exploration

  • During Q1 2026, 11,578m of drilling completed at Abore of a planned program total of 32,000m of diamond drilling, which aims to grow the underground Mineral Resource through step-out drilling to at least 200m below the maiden underground Mineral Resource. Results received to date continue to demonstrate exceptional Mineral Resource growth potential at Abore. Current step-out drilling has intersected mineralization up to 180m below the existing underground Mineral Resource, while infill drilling has improved continuity across key mineralized zones that currently sit outside the existing Mineral Resource. Drilling beneath the Main and South pit areas also continues to confirm robust extensions of mineralization both down plunge and along strike of existing mineralization.

  • A program of infill drilling is planned for Esaase through 2026, which is designed to convert existing open pit mineral resources from the Inferred to Indicated category, and has the potential to significantly increase the Esaase mineral reserve and support planning for potential future open pit expansion. Phase 1 of the Esaase infill drilling program consists of a planned 9,000m focused on the Main pit. The drilling commenced ahead of schedule in February with a rolling mobilization of up to four drill rigs operational by the end of Q1 2026. 2,501m of drilling was completed in Q1 2026. Following successful early results in Phase 1, the Company has committed to the full program of 33,000m, which is estimated to cost an additional $7.5 million in 2026 than previously guided.

Balance Sheet

  • The Company has maintained a strong cash position with $114.9 million as of March 31, 2026 and no debt.

CONSOLIDATED FINANCIAL HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

    Three months ended March 31,  
(All amounts in 000's of US dollars, except per share amounts)   2026     2025  
Gross revenue   166,524     76,590  
Income (loss) from mine operations   72,453     (19,756 )
Net income (loss) attributable to common shareholders   32,691     (26,806 )
Net income (loss) per share attributable to common shareholders - basic   0.13     (0.10 )
Adjusted net income attributable to common shareholders (1)   29,515     388  
Adjusted net income per s hare attributable to common shareholders (1)   0.11     0.00  
Adjusted EBITDA(1)   93,425     20,130  
Cash and cash equivalents   114,936     106,381  
Cash generated from operating activities   46,689     25,892  
  • The Company sold 34,181 ounces of gold in Q1 2026 at a quarterly record average gold price (before the effect of realized hedging losses) of $4,857/oz for gross revenue of $166.5 million. The increase in revenue from the comparative period was due to a 71% increase in average gold sales prices and a 27% increase in gold ounces sold. The average gold sales price, including the effect of realized gold hedging losses, for Q1 2026 amounted to $4,122/oz.

  • Income from mine operations for Q1 2026 totaled $72.5 million, compared to a loss of $19.8 million in Q1 2025. The increase in income from mine operations was due to higher revenues as described above. This was partly offset by higher royalties expense in Q1 2026 due to higher earned revenues and the introduction of a sliding scale royalty by the Government of Ghana, effective March 10, 2026.

  • The Company reported net income attributable to common shareholders of $32.7 million in Q1 2026, or $0.13 per common share, compared to a net loss of $26.8 million in Q1 2025, or a loss of $0.10 per common share. The increase in net income during Q1 2026 was primarily due to higher recorded revenues, partly offset by higher royalties and income taxes.


  • Reported Adjusted EBITDA1 of $93.4 million in Q1 2026, compared to $20.1 million in Q1 2025. The increase in Adjusted EBITDA1 was primarily driven by higher revenues, partly offset by higher royalties, as described above.

  • The Company generated $46.7 million of cash flow from operating activities during Q1 2026, compared to $25.9 million in Q1 2025. The increase in operating cash flow was primarily driven by higher average gold sales prices and gold ounces sold during the current quarter.


This news release should be read in conjunction with Galiano's Management's Discussion and Analysis and the Unaudited Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2026 and 2025, 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 "Non-IFRS Measures" of Galiano's Management's Discussion and Analysis for an explanation of these measures and reconciliations to the Company's reported financial results in accordance with IFRS.

  • Total Cash Costs per Gold Ounce Sold

Management of the Company uses total cash costs per gold ounce sold to monitor the operating performance of the AGM. Total cash costs include the costs of gold production, adjusted for costs allocated to by-products and production royalties per ounce of gold sold.

  • AISC per Gold Ounce Sold

The Company has adopted the reporting of "AISC per gold ounce sold". AISC includes total cash costs, AGM general and administrative expenses, sustaining capital expenditure, sustaining capitalized stripping costs, reclamation cost accretion and lease payments made on the AGM's mining and other service lease agreements per ounce of gold sold.

  • EBITDA and Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization ("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 finance expense, finance income, depreciation and depletion expense, and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and non-cash items ("Adjusted EBITDA").

  • Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Common Share

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, and items of income or expense not expected to recur in the future, from net income (loss) to provide a measure which helps the Company and investors to evaluate the results of the underlying core operations of the Company and its ability to generate cash flows and is an important indicator of the strength of the Company's operations and performance of its core business.


Qualified Person

The exploration information contained in this news release has been reviewed and approved by Mr. Chris Pettman, P.Geo, Vice President Exploration of Galiano.

All other scientific and technical information contained in this news release has been reviewed and approved by Mr. Amri Sinuhaji, P.Eng., Vice President Technical Services of Galiano. Mr. Pettman and Mr. Sinuhaji are “Qualified Persons” as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects.

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 owns the Asanko Gold Mine, which is located in Ghana, West Africa. 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.

Contact Information

Darshan Sundher

Toll-Free (N. America): 1-855-246-7341
Email: info@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: statements regarding the Company's operating plans for the AGM and timing thereof; expectations and timing with respect to current and planned drilling programs, including at Abore and Esaase, and the results thereof; the focus of the 2026 exploration programs; expectations and timing with respect to ramping up of mining activities at Nkran; anticipated production and cost guidance; expectations regarding reporting an underground mineral reserve, including the timing thereof; expectations regarding cash flows from operations; any additional work programs to be undertaken by the Company; potential exploration opportunities and statements regarding the usefulness and comparability of certain non-IFRS measures; total cash costs and corresponding cost performance relating to the Company's activities; and details of the upcoming conference call and webcast. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to: 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 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 AGM will not experience any significant uninsured production disruptions that would materially affect revenues; the ability of the Company to comply with applicable governmental regulations and standards; the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana; the success of the Company in implementing its development strategies and achieving its business objectives; the Company 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 the key personnel of the Company 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; exploration activities may not result in the delineation of additional mineral resources or the conversion of mineral resources into mineral reserves within anticipated timelines, or at all; 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; inflationary pressures and the effects thereof; 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 gold as planned is dependent on a number of factors and assumptions which may not be present or occur as expected; risks related to artisanal and illegal mining activities at or near the AGM, including that the Company's mineral properties may experience a loss of ore, and the Company may experience lack of access to its mineral properties and other issues, which may impact planned production levels; the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment; the ability of the Company to manage procurement risks, including securing timely and cost-effective equipment and services, and mitigate risks related to supplier performance, fraud, collusion, bribery, kickbacks and unethical procurement practices; outbreaks of 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; metallurgical recoveries may not be economically viable or recoveries may be lower in the future and have a negative impact on the Company's gold production and financial results; the Company's business is subject to risks associated with operating in a foreign country; risks related to the Company's use of mining and other 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 recently experienced significant 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 changes in interest rates and foreign currency exchange rates; changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds; risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws; risks related to information systems security threats; the impact of technological developments on the Company's operations; non-compliance with public disclosure obligations could have an adverse effect on the Company's share 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 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 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; 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 significant 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 any such other risk factors described under the heading "Risk Factors" in the Company's most recently filed 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 Canadian Investment Regulatory Organization accepts responsibility for the adequacy or accuracy of this news release.

Source: Galiano Gold Inc.


FAQ

How did Galiano Gold (GAU) perform financially in Q1 2026?

Galiano Gold generated strong Q1 2026 results, with revenue of $166.5 million and net income of $36.9 million. Net revenue after hedge losses was $144.6 million, while adjusted EBITDA rose to $93.4 million, reflecting higher production, stronger gold prices, and improved mine performance.

What were Galiano Gold’s production and cost metrics for Q1 2026?

The Asanko Gold Mine produced 34,747 ounces of gold and sold 34,181 ounces in Q1 2026. All-in sustaining costs were $2,361 per ounce, a 6% decrease from Q1 2025, while total cash costs were $1,735 per ounce, reflecting higher royalties and stronger gold prices.

What is Galiano Gold’s 2026 production and AISC guidance?

For 2026, Galiano Gold guides to 140,000–160,000 ounces of gold production at the Asanko Gold Mine. All-in sustaining costs are now guided at $2,300–$2,600 per ounce, up from prior guidance, assuming a gold price of $4,500 per ounce under Ghana’s revised royalty framework.

How did Ghana’s new royalty law affect Galiano Gold’s outlook?

Ghana introduced a sliding-scale royalty for gold, ranging from 5% to 12% depending on price levels. This change increased Galiano Gold’s royalty expense and prompted management to raise 2026 all-in sustaining cost guidance to $2,300–$2,600 per ounce, directly impacting future unit cost expectations.

What is happening with Nkran Cut 3 development at the Asanko Gold Mine?

Nkran Cut 3 development advanced in Q1 2026 with 4.7 million tonnes of waste mined and $13.5 million in capitalized stripping. Galiano expects mined volumes at Nkran to increase significantly from Q2 2026 as additional mining equipment is mobilized, supporting medium-term production plans.

How much liquidity and debt does Galiano Gold have after Q1 2026?

As of March 31, 2026, Galiano Gold held $114.9 million in cash and cash equivalents and reported no debt. The company also has an undrawn revolving credit facility, providing additional financial flexibility alongside strong operating cash flow of $46.7 million in the quarter.

What are Galiano Gold’s exploration priorities and budget for 2026?

Galiano Gold increased its 2026 exploration budget to $24–$26 million, focusing on Esaase infill drilling to convert resources, underground resource expansion at Abore, and regional greenfield targets. The plan includes approximately 33,000 meters of drilling at Esaase and 32,000 meters at Abore.

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