Galiano Gold (NYSE: GAU) posts strong Q2 2026 profit and 34k oz output
Galiano Gold reported much stronger results for Q2 2026. Revenue was $156.568 million and net revenue, after hedge effects, was $183.745 million. Income from mine operations reached $92.798 million, supporting Q2 net income attributable to shareholders of $61.877 million or $0.24 per basic share. For the first half of 2026, net income attributable to shareholders was $94.568 million, compared with a loss in the prior-year period.
The Asanko Gold Mine produced 34,391 oz in Q2 and 69,138 oz year-to-date. All-in sustaining costs were $2,473/oz in Q2 and $2,418/oz year‑to‑date. Management maintains 2026 production guidance of 140,000–160,000 oz and AISC of $2,300–$2,600/oz, with output expected to be weighted to the second half as higher‑grade Abore ore is mined.
Cash and cash equivalents were $80.025 million plus $25.922 million of restricted cash at June 30, 2026, and the revolving credit facility remained undrawn, leaving the company without debt. Capitalized pre‑stripping for Nkran Cut 3 totaled $35.6 million year‑to‑date as Galiano invests in future ore supply.
Positive
- H1 2026 net income of $105.758 million versus a loss in H1 2025.
- Q2 2026 EBITDA of $105.6 million and adjusted EBITDA of $78.5 million.
Negative
- Realized hedge losses of $45.566 million in H1 2026 reduced realized revenue.
- A garnishee order has restricted $25.922 million of cash as restricted cash.
Key Figures
Key Terms
all-in sustaining costs financial
zero cost collar financial
net smelter return royalty financial
non-controlling interest financial
EBITDA financial
restricted cash financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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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 August 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 and six months ended June 30, 2026 and 2025 |
| 99.2 | Management's Discussion and Analysis for the three and six months ended June 30, 2026 and 2025 |
| 99.3 | CEO certification of interim filings |
| 99.4 | CFO certification of interim filings |
| 99.5 | News release dated August 6, 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: August 6, 2026

Condensed Consolidated Interim Financial Statements
For the three and six months ended June 30, 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 - 33 |
| GALIANO GOLD INC. |
| UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION |
| AS AT JUNE 30, 2026 AND DECEMBER 31, 2025 |
| (In thousands of United States dollars) |
| June 30, 2026 | December 31, 2025 | ||||||||
| Note | $ | $ | |||||||
| Assets | |||||||||
| Current assets | |||||||||
| Cash and cash equivalents | 4 | 80,025 | 108,327 | ||||||
| Restricted cash | 12(a) | 25,922 | - | ||||||
| Accounts receivable | 279 | 71 | |||||||
| Inventories | 5 | 96,833 | 70,802 | ||||||
| Value added tax receivables | 28,810 | 10,808 | |||||||
| Prepaid expenses and other | 6 | 11,744 | 12,175 | ||||||
| 243,613 | 202,183 | ||||||||
| Non-current assets | |||||||||
| Mineral properties, plant and equipment | 7 | 467,936 | 388,609 | ||||||
| Other non-current assets | 9,12(b) | 7,947 | 8,259 | ||||||
| 475,883 | 396,868 | ||||||||
| Total assets | 719,496 | 599,051 | |||||||
| Liabilities | |||||||||
| Current liabilities | |||||||||
| Accounts payable and accrued liabilities | 8 | 90,338 | 87,053 | ||||||
| Income taxes payable | 21 | 16,449 | 4,167 | ||||||
| Financial liabilities | 23 | 37,464 | 77,317 | ||||||
| Lease liabilities | 10 | 18,284 | 16,806 | ||||||
| Deferred consideration | 11(a) | 29,098 | 28,242 | ||||||
| Provisions | 12(a) | 6,995 | 6,995 | ||||||
| 198,628 | 220,580 | ||||||||
| Non-current liabilities | |||||||||
| Lease liabilities | 10 | 56,295 | 20,269 | ||||||
| Contingent consideration | 11(b),(c) | 29,521 | 26,308 | ||||||
| Asset retirement provisions | 12(b) | 76,519 | 75,732 | ||||||
| Deferred tax liabilities | 21 | 27,242 | 23,024 | ||||||
| Other non-current liabilities | - | 11,480 | |||||||
| 189,577 | 156,813 | ||||||||
| Total liabilities | 388,205 | 377,393 | |||||||
| Equity | |||||||||
| Common shareholders ' equity | |||||||||
| Share capital | 621,828 | 619,311 | |||||||
| Equity reserves | 55,888 | 54,530 | |||||||
| Accumulated deficit | (360,417 | ) | (454,985 | ) | |||||
| Total common shareholders' equity | 317,299 | 218,856 | |||||||
| Non-controlling interest | 15 | 13,992 | 2,802 | ||||||
| Total equity | 331,291 | 221,658 | |||||||
| Total liabilities and equity | 719,496 | 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 AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 |
| (In thousands of United States dollars, except share and per share amounts) |
| Three months ended | Six months ended | ||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||
| Note | $ | $ | $ | $ | |||||||||||
| Revenue | 16 | 156,568 | 97,304 | 323,092 | 173,894 | ||||||||||
| Realized and unrealized gain (loss) on gold hedges (1) | 16 | 27,177 | (12,509 | ) | 5,281 | (47,625 | ) | ||||||||
| Net revenue | 183,745 | 84,795 | 328,373 | 126,269 | |||||||||||
| Cost of sales: | |||||||||||||||
| Production costs | 17 | (54,996 | ) | (39,303 | ) | (100,246 | ) | (81,545 | ) | ||||||
| Depreciation and depletion | 7 | (15,603 | ) | (13,054 | ) | (27,983 | ) | (27,447 | ) | ||||||
| Royalties | 18 | (20,348 | ) | (7,785 | ) | (34,893 | ) | (12,380 | ) | ||||||
| Total cost of sales | (90,947 | ) | (60,142 | ) | (163,122 | ) | (121,372 | ) | |||||||
| Income from mine operations | 92,798 | 24,653 | 165,251 | 4,897 | |||||||||||
| General and administrative expenses | 19 | (1,539 | ) | (4,625 | ) | (6,542 | ) | (9,343 | ) | ||||||
| Exploration and evaluation expenditures | (891 | ) | (910 | ) | (1,613 | ) | (2,381 | ) | |||||||
| Income (loss) from operations | 90,368 | 19,118 | 157,096 | (6,827 | ) | ||||||||||
| Finance income | 659 | 1,924 | 1,303 | 3,050 | |||||||||||
| Finance expense(1) | 20 | (5,918 | ) | (4,629 | ) | (11,641 | ) | (8,624 | ) | ||||||
| Foreign exchange (loss) gain | (378 | ) | 5,480 | (1,738 | ) | 5,284 | |||||||||
| Income (loss) before taxes | 84,731 | 21,893 | 145,020 | (7,117 | ) | ||||||||||
| Current income tax expense | 21 | (11,336 | ) | (339 | ) | (35,044 | ) | (721 | ) | ||||||
| Deferred income tax expense | 21 | (4,497 | ) | - | (4,218 | ) | - | ||||||||
| Net income (loss) and comprehensive income (loss) for the period | 68,898 | 21,554 | 105,758 | (7,838 | ) | ||||||||||
| Net income (loss) attributable to: | |||||||||||||||
| Common shareholders of the Company | 61,877 | 19,326 | 94,568 | (7,480 | ) | ||||||||||
| Non-controlling interest | 15 | 7,021 | 2,228 | 11,190 | (358 | ) | |||||||||
| Net income (loss) for the period | 68,898 | 21,554 | 105,758 | (7,838 | ) | ||||||||||
| Weighted average number of shares outstanding: | |||||||||||||||
| Basic | 261,300,578 | 257,734,700 | 260,791,920 | 257,454,965 | |||||||||||
| Diluted | 22 | 269,783,870 | 264,423,547 | 269,698,377 | 257,454,965 | ||||||||||
| Net income (loss) per share attributable to common shareholders: | |||||||||||||||
| Basic | 0.24 | 0.07 | 0.36 | (0.03 | ) | ||||||||||
| Diluted | 0.23 | 0.07 | 0.35 | (0.03 | ) | ||||||||||
(1) June 30, 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.
3
| GALIANO GOLD INC. UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (In thousands of United States dollars, except for number of common shares) |
| Number of | Non- | ||||||||||||||||||||
| common | Equity | Accumulated | controlling | ||||||||||||||||||
| shares | Share capital | reserves | deficit | interest | Total equity | ||||||||||||||||
| Note | $ | $ | $ | $ | $ | ||||||||||||||||
| Balance as at January 1, 2025 | 257,077,946 | 616,203 | 52,948 | (425,695 | ) | 4,313 | 247,769 | ||||||||||||||
| Issuance of common shares: | |||||||||||||||||||||
| Exercise of stock options | 14(a) | 1,225,500 | 1,246 | (389 | ) | - | - | 857 | |||||||||||||
| Equity-settled long-term incentive plan awards | 14(b) | 77,996 | 97 | - | - | - | 97 | ||||||||||||||
| Share-based compensation expense | 14(e) | - | - | 1,608 | - | - | 1,608 | ||||||||||||||
| Net loss and comprehensive loss for the period | - | - | - | (7,480 | ) | (358 | ) | (7,838 | ) | ||||||||||||
| Balance as at June 30, 2025 | 258,381,442 | 617,546 | 54,167 | (433,175 | ) | 3,955 | 242,493 | ||||||||||||||
| 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) | 1,481,331 | 2,185 | (671 | ) | - | - | 1,514 | |||||||||||||
| Equity-settled long-term incentive plan awards | 14(b) | 136,996 | 332 | (86 | ) | - | - | 246 | |||||||||||||
| Share-based compensation expense | 14(e) | - | - | 2,115 | - | - | 2,115 | ||||||||||||||
| Net income and comprehensive income for the period | - | - | - | 94,568 | 11,190 | 105,758 | |||||||||||||||
| Balance as at June 30, 2026 | 261,408,764 | 621,828 | 55,888 | (360,417 | ) | 13,992 | 331,291 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
4
| GALIANO GOLD INC. UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (In thousands of United States dollars) |
| Three months ended | Six months ended | ||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||
| Note | $ | $ | $ | $ | |||||||||||
| Operating activities: | |||||||||||||||
| Net income (loss) for the period | 68,898 | 21,554 | 105,758 | (7,838 | ) | ||||||||||
| Adjustments for: | |||||||||||||||
| Depreciation and depletion | 7,19 | 15,635 | 13,083 | 28,047 | 27,508 | ||||||||||
| Share-based compensation | 14(e) | (2,179 | ) | 957 | (795 | ) | 2,093 | ||||||||
| Finance income | (458 | ) | (1,924 | ) | (1,047 | ) | (3,050 | ) | |||||||
| Finance expense | 20 | 5,918 | 4,629 | 11,641 | 8,624 | ||||||||||
| Unrealized (gain) loss on gold hedge derivative instruments | 16,25(b) | (47,597 | ) | 1,807 | (50,847 | ) | 32,023 | ||||||||
| Unrealized foreign exchange loss (gain) | 587 | (2,836 | ) | 1,067 | (2,520 | ) | |||||||||
| Current income tax expense | 21 | 11,336 | 339 | 35,044 | 721 | ||||||||||
| Income taxes paid | 21 | (15,106 | ) | (339 | ) | (22,601 | ) | (721 | ) | ||||||
| Deferred income tax expense | 21 | 4,497 | - | 4,218 | - | ||||||||||
| Operating cash flow before working capital changes and legal restriction | 41,531 | 37,270 | 110,485 | 56,840 | |||||||||||
| Change in working capital | 24 | (9,605 | ) | (1,456 | ) | (31,870 | ) | 4,866 | |||||||
| Cash provided by operating activities, before legal restriction | 31,926 | 35,814 | 78,615 | 61,706 | |||||||||||
| Legal restriction on cash and cash equivalents | 12(a) | (25,922 | ) | - | (25,922 | ) | - | ||||||||
| Cash provided by operating activities | 6,004 | 35,814 | 52,693 | 61,706 | |||||||||||
| Investing activities: | |||||||||||||||
| Expenditures on mineral properties, plant and equipment | 7 | (36,973 | ) | (25,972 | ) | (72,583 | ) | (48,076 | ) | ||||||
| Interest received | 459 | 920 | 1,012 | 1,884 | |||||||||||
| Purchase of marketable securities | - | - | (68 | ) | (473 | ) | |||||||||
| Sale of marketable securities | - | - | 66 | - | |||||||||||
| Cash used in investing activities | (36,514 | ) | (25,052 | ) | (71,573 | ) | (46,665 | ) | |||||||
| Financing activities: | |||||||||||||||
| Lease liability payments | 10 | (3,873 | ) | (5,118 | ) | (9,862 | ) | (8,722 | ) | ||||||
| Shares issued for cash on exercise of stock options, net of costs | 14(a) | 258 | 619 | 1,514 | 857 | ||||||||||
| Revolving credit facility standby fee and other costs | 9 | (556 | ) | - | (669 | ) | - | ||||||||
| Cash used in financing activities | (4,171 | ) | (4,499 | ) | (9,017 | ) | (7,865 | ) | |||||||
| Impact of foreign exchange on cash and cash equivalents | (230 | ) | 2,037 | (405 | ) | 1,730 | |||||||||
| Net (decrease) increase in cash and cash equivalents during the period | (34,911 | ) | 8,300 | (28,302 | ) | 8,906 | |||||||||
| Cash and cash equivalents, beginning of period | 114,936 | 106,381 | 108,327 | 105,775 | |||||||||||
| Cash and cash equivalents, end of period | 80,025 | 114,681 | 80,025 | 114,681 | |||||||||||
| Supplemental cash flow information | 24 | ||||||||||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
5
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 August 6, 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 with the current period presentation.
These condensed consolidated interim financial statements incorporate the financial information of the Company and its subsidiaries as at June 30, 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.
6
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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)
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 June 30, 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:
7
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 are 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
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Cash held in banks | 74,791 | 98,799 | ||||
| Short-term investments | 5,234 | 9,528 | ||||
| Cash and cash equivalents | 80,025 | 108,327 |
5. Inventories
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Gold dore on hand | 54 | 469 | ||||
| Gold-in-process | 3,668 | 3,880 | ||||
| Ore stockpiles | 75,108 | 49,361 | ||||
| Supplies | 18,003 | 17,092 | ||||
| Total inventories | 96,833 | 70,802 |
8
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
6. Prepaid expenses and other
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Prepaid expenses | 8,287 | 7,649 | ||||
| Marketable securities | 3,457 | 4,526 | ||||
| Total prepaid expenses and other | 11,744 | 12,175 |
During the six months ended June 30, 2026, the Company recorded a $1.1 million mark-to-market loss on its marketable securities (six months ended June 30, 2025 - $1.1 million mark-to-market gain).
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 | 6,992 | - | - | - | - | - | 6,992 | ||||||||||||||
| (note 12(b)) | |||||||||||||||||||||
| Transfers | - | - | 8,677 | - | (8,677 | ) | - | - | |||||||||||||
| As at December 31, 2025 | 221,193 | 3,964 | 204,939 | 58,772 | 1,925 | 591 | 491,384 | ||||||||||||||
| Additions | 69,280 | - | 1,507 | 43,991 | 584 | 5 | 115,367 | ||||||||||||||
| Change in asset retirement provisions (note 12(b)) | (740 | ) | - | - | - | - | - | (740 | ) | ||||||||||||
| Transfers | - | - | 263 | - | (263 | ) | - | - | |||||||||||||
| As at June 30, 2026 | 289,733 | 3,964 | 206,709 | 102,763 | 2,246 | 596 | 606,011 | ||||||||||||||
| 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 | (25,665 | ) | - | (2,342 | ) | (7,274 | ) | - | (19 | ) | (35,300 | ) | |||||||||
| As at June 30, 2026 | (85,734 | ) | - | (17,295 | ) | (34,528 | ) | - | (518 | ) | (138,075 | ) | |||||||||
| Net book value: | |||||||||||||||||||||
| As at December 31, 2025 | 161,124 | 3,964 | 189,986 | 31,518 | 1,925 | 92 | 388,609 | ||||||||||||||
| As at June 30, 2026 | 203,999 | 3,964 | 189,414 | 68,235 | 2,246 | 78 | 467,936 |
9
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
7. Mineral properties, plant and equipment ("MPP&E") (continued)
During the three and six months ended June 30, 2026, additions to mineral interests included capitalized stripping costs at the Abore and Esaase deposits of $8.5 million and $14.9 million, respectively, (three and six months ended June 30, 2025 - $15.1 million and $27.0 million, respectively) and $22.1 million and $35.6 million of pre‐stripping costs at the Nkran deposit, respectively (three and six months ended June 30, 2025 - $6.9 million and $10.1 million, respectively).
During the three and six months ended June 30, 2026, depreciation and depletion expense recognized in the Statements of Operations and Comprehensive Income (Loss) included a credit of $5.3 million and $7.3 million to depreciation expense, respectively, which was capitalized to inventories (three and six months ended June 30, 2025 - credit of $1.5 million and $2.8 million to depreciation expense, respectively, which was capitalized to inventories).
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 on the revolving credit facility, which is secured by a first priority charge against Asanko Gold Ghana Ltd.'s ("AGGL") 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:
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Supplier payables | 24,308 | 22,226 | ||||
| Accrued liabilities | 37,174 | 36,737 | ||||
| Royalties , mineral rights fees and withholding taxes | 19,338 | 14,510 | ||||
| Current portion of long-term incentive plan liabilities (note 14) | 9,518 | 13,580 | ||||
| Total accounts payable and accrued liabilities | 90,338 | 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% to 4.20% per annum, while the undrawn portion of the RCF is subject to a standby fee of 1.38% to 1.47% per annum. During the six months ended June 30, 2026, the Company paid standby fees of $0.6 million.
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 June 30, 2026, the Company had not drawn on the RCF and was in compliance with all covenants.
10
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
9. Revolving credit facility (continued)
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.
10. Lease liabilities
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 37,075 | 38,872 | ||||
| Leases entered into and additions during the period (note 7) | 43,991 | 11,157 | ||||
| Lease payments | (9,862 | ) | (19,265 | ) | ||
| Interest expense (note 20) | 3,375 | 6,311 | ||||
| Total lease liabilities, end of period | 74,579 | 37,075 | ||||
| Less: current portion of lease liabilities | (18,284 | ) | (16,806 | ) | ||
| Total non-current portion of lease liabilities | 56,295 | 20,269 |
During the six months ended June 30, 2026, the Company recognized additions to lease liabilities relating to additional mining equipment made available for use under an existing lease arrangement, and the remeasurement of another lease following the modification of that lease arrangement's terms and conditions.
During the three and six months ended June 30, 2026, the Company incurred $37.3 million and $74.8 million, respectively, 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 and six months ended June 30, 2025 - $30.2 million and $55.4 million, respectively).
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. During the six months ended June 30, 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 June 30, 2026 in accordance with IFRS 9, Financial Instruments ("IFRS 9").
11
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
11. Deferred and contingent consideration (continued)
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Deferred consideration | 29,098 | 28,242 | ||||
| Contingent consideration | 20,673 | 19,320 | ||||
| Nkran royalty | 8,848 | 6,988 | ||||
| Total deferred and contingent consideration | 58,619 | 54,550 | ||||
| Less: current portion of deferred consideration | (29,098 | ) | (28,242 | ) | ||
| Total non-current portion of deferred and contingent consideration | 29,521 | 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.
During the three and six months ended June 30, 2026, the Company recognized accretion expense of $0.5 million and $0.9 million, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and six months ended June 30, 2025 - $0.8 million and $1.5 million, respectively). 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 six months ended June 30, 2026 and year ended December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 28,242 | 50,109 | ||||
| Payments | - | (25,000 | ) | |||
| Accretion expense (note 20) | 856 | 3,133 | ||||
| Balance, end of period | 29,098 | 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 $20.7 million as of June 30, 2026, and recognized a $0.7 million and $1.4 million fair value adjustment for the three and six months ended June 30, 2026, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and six months ended June 30, 2025 - fair value adjustment of $0.6 million and $1.2 million recognized in finance expense, respectively).
In determining the fair value at June 30, 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.
12
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
11. Deferred and contingent consideration (continued)
(b) Contingent consideration (continued)
The following table summarizes the change in the carrying amount of the contingent consideration for the six months ended June 30, 2026 and year ended December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 19,320 | 16,873 | ||||
| Change in fair value during the period | 1,353 | 2,447 | ||||
| Balance, end of period | 20,673 | 19,320 |
(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 June 30, 2026 was based on a long-term consensus gold price of $3,600 per ounce. The Company remeasured the fair value of the Nkran Royalty to $8.8 million as of June 30, 2026, and recognized a $0.9 million and $1.9 million fair value adjustment for the three and six months ended June 30, 2026, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and six months ended June 30, 2025 - fair value adjustment of $0.7 million and $1.0 million, respectively, recognized in finance expense). 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 six months ended June 30, 2026 and year ended December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 6,988 | 4,388 | ||||
| Change in fair value during the period | 1,860 | 2,600 | ||||
| Balance, end of period | 8,848 | 6,988 |
13
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
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. 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 June 30, 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.
Restricted cash
On June 22, 2026, AGGL received a garnishee order from a court in Ghana in the amount of $25.9 million, which impacts AGGL's ability to withdraw these funds on demand. The garnishee order was in connection with the aforementioned arbitrator's award plus interest. The Company believes the garnishee order was issued contrary to a stay of execution previously granted by a High Court in Ghana, which prevented the service provider from collecting payment while AGGL's appeal of the arbitrator's original award of $13.0 million worked through the judicial process. Additionally, the Company believes the amount of interest determined in the garnishee order is erroneous. AGGL has taken legal steps to appeal the garnishee order and filed for a stay of execution of the garnishee order. Until such time that the garnishee order is set aside, $25.9 million of AGGL's cash balance cannot be withdrawn on demand and as such has been presented as restricted cash in the Statement of Financial Position.
(b) Asset retirement provisions
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 75,732 | 66,060 | ||||
| Accretion expense (note 20) | 1,628 | 2,889 | ||||
| Change in estimate (note 7) | (740 | ) | 6,992 | |||
| Reclamation undertaken during the period | (101 | ) | (209 | ) | ||
| Total asset retirement provisions, end of period | 76,519 | 75,732 |
As at June 30, 2026, the Company's reclamation cost estimates were discounted using a long‐term risk‐free discount rate of 4.4% (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).
14
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
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 $500 million. The Prospectus has a term of 25-months from the filing date. As of the date of these financial statements, no securities have been issued under the Prospectus.
14. Equity reserves and long-term incentive plan awards
The Company has an equity incentive plan under which stock options, restricted share units ("RSUs"), performance share units ("PSUs"), and deferred share units ("DSUs") may be awarded to directors, officers, employees, and other service providers. All share units awarded under the equity incentive plan may be designated by the Company's Board of Directors to be settled in either cash, common shares or a combination thereof. For awards classified as equity-settled, the fair value is determined on the grant date and amortized over the vesting period, while awards classified as cash-settled are recorded on the grant date as a liability at fair value and thereafter adjusted for changes in fair value at each reporting period end.
(a) Stock options
Options granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. Stock options have a maximum term of five years following the grant date. The fair value of stock options granted is determined using the Black Scholes option pricing model. Expected volatility is determined based on the historical volatility of the Company's share price over a period consistent with the expected life of the stock options.
The following table is a reconciliation of the movement in stock options for the period:
| Weighted average | ||||||
| exercise price | ||||||
| Number of Options | C$ | |||||
| 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 | 1,344,500 | 4.07 | ||||
| Exercised | (1,481,331 | ) | 1.41 | |||
| Forfeited | (567,003 | ) | 2.45 | |||
| Balance, June 30, 2026 | 9,349,841 | 1.52 |
15
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 (continued)
For stock options granted during the six months ended June 30, 2026, the following assumptions were applied in the Black Scholes option pricing models:
| Assumptions | |||
| Expected life of option (years) | 3.6 | ||
| Forfeiture rate | 17.7% | ||
| Dividend yield | 0.0% | ||
| Risk-free rate | 3.5% | ||
| Volatility | 61.0% | ||
| Black Scholes fair value per option (in US dollars) | $ | 1.54 |
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 and six months ended June 30, 2026 and 2025:
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| $ | $ | $ | $ | |||||||||
| Share-based compensation expense | 293 | 173 | 640 | 458 | ||||||||
| Gros s proceeds from stock option exercises | 159 | 619 | 1,514 | 857 | ||||||||
(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 six months ended June 30, 2026 and year ended December 31, 2025:
| Number of RSUs | ||||||
| June 30, 2026 | December 31, 2025 | |||||
| Balance, beginning of period | 439,440 | 548,284 | ||||
| Granted | 332,000 | 223,000 | ||||
| Settled in cash | (93,436 | ) | (204,581 | ) | ||
| Settled in common shares | (136,996 | ) | (77,996 | ) | ||
| Forfeited | (58,001 | ) | (49,267 | ) | ||
| Balance, end of period | 483,007 | 439,440 | ||||
| Cash settled | 188,000 | 97,436 | ||||
| Equity settled | 295,007 | 342,004 | ||||
| Total RSUs | 483,007 | 439,440 | ||||
For all RSUs granted during the six months ended June 30, 2026, the awards vest in three equal tranches over a service period of three years, had an estimated forfeiture rate of 18.9% and a fair value per award of C$4.40 (six months ended June 30, 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 units were classified as equity-settled awards and 197,000 units were classified as cash-settled and recorded in accounts payable and accrued liabilities.
16
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 (continued)
The following table is a reconciliation of the movement in the RSU liability for the six months ended June 30, 2026 and year ended December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 441 | 380 | ||||
| Awards vested and change in fair value, net of forfeited awards | 171 | 439 | ||||
| Settled in cash | (239 | ) | (281 | ) | ||
| Equity-settled units transferred to share capital | (246 | ) | (97 | ) | ||
| Total RSU liability, end of period | 127 | 441 | ||||
| Less : current portion of RSU liability | (127 | ) | (357 | ) | ||
| Non-current RSU liability, end of period | - | 84 |
(c) Performance share units
PSUs 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 defined Company strategic objectives. The PSU performance multiplier ranges from 0% to 150%. At June 30, 2026, all outstanding PSUs will be equity-settled.
| Number of PSUs | ||||||
| June 30, 2026 | December 31, 2025 | |||||
| Balance, beginning of period | 1,591,968 | 1,476,487 | ||||
| Granted | 267,000 | 612,000 | ||||
| Settled in cash | (419,810 | ) | (592,750 | ) | ||
| Added due to performance condition | 91,842 | 154,498 | ||||
| Forfeited | (132,000 | ) | (58,267 | ) | ||
| Balance, end of period | 1,399,000 | 1,591,968 | ||||
For all PSUs granted during the six months ended June 30, 2026, the awards had an estimated forfeiture rate of 6.1% and a fair value per award of C$4.40 (six months ended June 30, 2025 - awards had an estimated forfeiture rate of 7.0% and a fair value per award of C$1.76).
17
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 PSU liability for the six months ended June 30, 2026 and year ended December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 1,320 | 927 | ||||
| Awards vested and change in fair value, net of forfeited awards | 119 | 1,112 | ||||
| Settled in cash | (1,062 | ) | (719 | ) | ||
| Total PSU liability, end of period | 377 | 1,320 | ||||
| Less : current portion of PSU liability | (377 | ) | (918 | ) | ||
| Non-current PSU liability, end of period | - | 402 |
(d) Deferred share units
DSUs granted vest quarterly 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 six months ended June 30, 2026 and year ended December 31, 2025:
| Number of DSUs | ||||||
| June 30, 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 DSUs granted during the six months ended June 30, 2026 and 2025, the awards had an estimated weighted-average forfeiture rate of 0.0%. DSUs granted during the six months ended June 30, 2026 had a fair value per award of C$4.40 (six months ended June 30, 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 is amortized over the vesting period of one year. During the three and six months ended June 30, 2026, the Company recognized $0.4 million and $1.2 million of share-based compensation expense, respectively, related to equity-settled DSU awards (three and six months ended June 30, 2025 - $0.4 million and $1.1 million of share-based compensation expense, respectively).
18
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 (continued)
The following table is a reconciliation of the movement in the DSU liability for the six months ended June 30, 2026 and year ended December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 12,305 | 6,098 | ||||
| Awards ves ted and change in fair value | (3,200 | ) | 6,219 | |||
| Effect of foreign exchange on DSU liability | (91 | ) | (12 | ) | ||
| DSU liability, end of period | 9,014 | 12,305 |
The financial liability associated with cash-settled DSU awards is presented within accounts payable and accrued liabilities in the Statement of Financial Position.
(e) Share-based compensation expense
The following table is a summary of share-based compensation expense for the three and six months ended June 30, 2026 and 2025:
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| $ | $ | $ | $ | |||||||||
| Equity-settled awards: | ||||||||||||
| Stock options (note 14(a)) | 293 | 173 | 640 | 458 | ||||||||
| Share units | 538 | 528 | 1,475 | 1,150 | ||||||||
| Share-based compensation expense, equity-settled awards - G&A | 831 | 701 | 2,115 | 1,608 | ||||||||
| Share-based compensation (recovery) expense, cash-settled awards - G&A | (3,039 | ) | 256 | (2,955 | ) | 485 | ||||||
| Share-based compensation (recovery) expense, cash-settled awards - production costs | 29 | - | 45 | - | ||||||||
| Total share-based compensation (recovery) expense | (2,179 | ) | 957 | (795 | ) | 2,093 | ||||||
15. Non-controlling interest ("NCI")
| June 30, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 2,802 | 4,313 | ||||
| Net earnings (loss) attributable to NCI | 11,190 | (1,511 | ) | |||
| Balance, end of period | 13,992 | 2,802 |
19
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
16. Revenue
During the three and six months ended June 30, 2026, the Company physically settled a portion of its gold hedges (note 23) by delivering 15,000 gold ounces and 27,500 gold ounces, respectively (three and six months ended June 30, 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 and six months ended June 30, 2026 and June 30, 2025.
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| $ | $ | $ | $ | |||||||||
| Gold revenue at spot prices | 156,214 | 97,135 | 322,247 | 173,598 | ||||||||
| By-product silver revenue | 354 | 169 | 845 | 296 | ||||||||
| Revenue | 156,568 | 97,304 | 323,092 | 173,894 | ||||||||
| Realized loss on gold hedges (note 25(b)) | (20,420 | ) | (10,702 | ) | (45,566 | ) | (15,602 | ) | ||||
| Realized revenue | 136,148 | 86,602 | 277,526 | 158,292 | ||||||||
| Settlement of gold hedges with losses recognized in prior periods | 19,632 | 2,045 | 37,715 | 3,150 | ||||||||
| Unrealized gain (loss ) on gold hedges (notes 23 and 25(b)) | 27,965 | (3,852 | ) | 13,132 | (35,173 | ) | ||||||
| Net revenue | 183,745 | 84,795 | 328,373 | 126,269 | ||||||||
During the three and six months ended June 30, 2026 and 2025, the Company sold its gold to London Bullion Market Association registered banks at spot gold prices. During both periods, the Company also sold a portion of its production to the Bank of Ghana under the country's gold buying program.
During the six months ended June 30, 2026, revenue from four customers accounted for approximately 31%, 31%, 21% and 17% of the Company's total revenue, respectively (six months ended June 30, 2025 - three customers accounted for 71%, 18% and 11% of total revenue, respectively).
20
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
17. Production costs
The following is a summary of production costs by nature recorded by the Company during the three and six months ended June 30, 2026 and 2025.
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| $ | $ | $ | $ | |||||||||
| Raw materials and consumables | (14,318 | ) | (11,482 | ) | (29,556 | ) | (24,355 | ) | ||||
| Salaries and employee benefits | (8,861 | ) | (6,694 | ) | (16,773 | ) | (12,318 | ) | ||||
| Contractors and consultants | (30,180 | ) | (16,658 | ) | (62,310 | ) | (34,045 | ) | ||||
| Change in ore stockpiles, gold-in-process and gold dore inventories | 3,518 | 1,477 | 17,867 | 411 | ||||||||
| Insurance, government fees, permits and other | (5,155 | ) | (5,946 | ) | (9,474 | ) | (11,238 | ) | ||||
| Total production costs | (54,996 | ) | (39,303 | ) | (100,246 | ) | (81,545 | ) | ||||
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.
Additionally, for mining companies in Ghana, the Growth and Sustainability Levy ("GSL") was levied at a rate of 3% of revenues. On March 13, 2026, the Government of Ghana passed into law an amendment to the GSL rate, reducing it to 1%.
19. General and administrative ("G&A") expenses
The following is a summary of G&A expenses incurred during the three and six months ended June 30, 2026 and 2025:
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| $ | $ | $ | $ | |||||||||
| Wages, benefits and consulting | (2,460 | ) | (2,424 | ) | (4,926 | ) | (4,782 | ) | ||||
| Office, rent and adminis tration | (420 | ) | (385 | ) | (788 | ) | (736 | ) | ||||
| Profes sional and legal | (394 | ) | (395 | ) | (727 | ) | (841 | ) | ||||
| Share-based compensation | 2,208 | (957 | ) | 840 | (2,093 | ) | ||||||
| Travel, marketing, inves tor relations and regulatory | (441 | ) | (435 | ) | (877 | ) | (830 | ) | ||||
| Depreciation | (32 | ) | (29 | ) | (64 | ) | (61 | ) | ||||
| Total G&A expenses | (1,539 | ) | (4,625 | ) | (6,542 | ) | (9,343 | ) | ||||
21
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
20. Finance expense
The following is a summary of finance expense recorded by the Company during the three and six months ended June 30, 2026 and 2025:
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| $ | $ | $ | $ | |||||||||
| Interest on lease liabilities (note 10) | (2,118 | ) | (1,718 | ) | (3,375 | ) | (3,281 | ) | ||||
| Accretion expense on asset retirement provisions (note 12(b)) | (830 | ) | (723 | ) | (1,628 | ) | (1,410 | ) | ||||
| Accretion expense on deferred consideration (note 11(a)) | (436 | ) | (773 | ) | (856 | ) | (1,527 | ) | ||||
| Change in fair value of contingent consideration (notes 11(b) and (c)) | (1,544 | ) | (1,332 | ) | (3,213 | ) | (2,224 | ) | ||||
| Mark-to-market adjustment on marketable securities | (432 | ) | - | (1,101 | ) | - | ||||||
| RCF standby fee and other costs | (418 | ) | - | (906 | ) | - | ||||||
| Other | (140 | ) | (83 | ) | (562 | ) | (182 | ) | ||||
| Total finance expense | (5,918 | ) | (4,629 | ) | (11,641 | ) | (8,624 | ) | ||||
21. Income taxes
(a) Current income tax
During the three and six months ended June 30, 2026, the Company recognized current income tax expense of $11.3 million and $35.0 million, respectively (three and six months ended June 30, 2025 - $0.3 million and 0.7 million, respectively) and paid income tax installments of $15.1 million and $22.6 million, respectively. 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.
(b) Deferred income tax
During the three and six months ended June 30, 2026, the Company recognized a deferred income tax ("DIT") expense of $4.5 million and $4.2 million, respectively (three and six months ended June 30, 2025 - nil in both periods). The Company's 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 rate of 27% because the current income tax expense arises primarily 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 six months ended June 30, 2026.
22
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
22. Income (loss) per share
For the three and six months ended June 30, 2026 and 2025, the calculation of basic and diluted income (loss) per share is based on the following data:
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Net income (loss) for the period attributable to common shareholders | $ | 61,877 | $ | 19,326 | $ | 94,568 | $ | (7,480 | ) | |||
| Number of shares | ||||||||||||
| Weighted average number of ordinary shares - basic | 261,300,578 | 257,734,700 | 260,791,920 | 257,454,965 | ||||||||
| Effect of dilutive equity-settled share units | 3,408,839 | 2,539,636 | 3,240,484 | - | ||||||||
| Effect of dilutive stock options | 5,074,453 | 4,149,211 | 5,665,973 | - | ||||||||
| Weighted average number of ordinary shares - diluted | 269,783,870 | 264,423,547 | 269,698,377 | 257,454,965 | ||||||||
For the three and six months ended June 30, 2026, excluded from the calculation of diluted weighted average shares were 1,178,500 stock options and 376,000 share units that were determined to be anti-dilutive.
For the three months ended June 30, 2025, excluded from the calculation of diluted weighted average shares were 2,952,000 stock options that were determined to be anti-dilutive. For the six months ended June 30, 2025, the effect of all potentially dilutive securities was anti-dilutive given that the Company reported a net loss in the period.
23. Commitments and contingencies
Commitments
The following table reflects the Company's contractual obligations as they fall due as at June 30, 2026 and December 31, 2025.
| Over | June 30, | December 31, | |||||||||||||
| Within 1 year | 1 - 5 years | 5 years | 2026 | 2025 | |||||||||||
| Accounts payable and accrued liabilities | 80,820 | - | - | 80,820 | 73,473 | ||||||||||
| ZCC gold hedges | 37,464 | - | - | 37,464 | 88,311 | ||||||||||
| Long-term incentive plan (cash-settled awards) | 9,518 | - | - | 9,518 | 14,066 | ||||||||||
| Mining and other services contracts | 27,709 | 69,687 | - | 97,396 | 63,901 | ||||||||||
| Asset retirement provisions (undiscounted) | - | 3,666 | 80,506 | 84,172 | 81,553 | ||||||||||
| Deferred and contingent consideration (undiscounted) | 30,000 | 41,610 | 4,818 | 76,428 | 73,004 | ||||||||||
| Corporate office lease | 113 | 373 | - | 486 | 561 | ||||||||||
| Total commitments | 185,624 | 115,336 | 85,324 | 386,284 | 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 remaining ZCC hedges are for 30,000 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 $3,070 per ounce.
23
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
23. Commitments and contingencies (continued)
Long‐term incentive plan commitments due within one year include all DSU awards given they are 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 several 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 $46.4 million, is based upon management's best estimate of when payments would be required to be made based upon the AGM's 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.
24. Supplemental cash flow information
The following table discloses non‐cash transactions impacting the Statements of Cash Flow for the three and six months ended June 30, 2026 and 2025:
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| $ | $ | $ | $ | |||||||||
| Operating activities: | ||||||||||||
| Presentation of restricted cash (note 12(a)) | (25,922 | ) | - | (25,922 | ) | - | ||||||
| RSU liabilities settled by issuance of common | - | - | (246 | ) | (97 | ) | ||||||
| Investing activities: | ||||||||||||
| Change in asset retirement provisions included in MPP&E | 49 | 960 | (740 | ) | 4,585 | |||||||
| Capitalized leases included in MPP&E | 43,991 | - | 43,991 | 11,157 | ||||||||
The following table summarizes the changes in working capital for the three and six months ended June 30, 2026 and 2025:
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| $ | $ | $ | $ | |||||||||
| Accounts receivable | (205 | ) | 385 | (221 | ) | 56 | ||||||
| Inventories | (4,490 | ) | (585 | ) | (18,753 | ) | 1,576 | |||||
| Value added tax receivables | (5,563 | ) | 7,037 | (19,164 | ) | 185 | ||||||
| Prepaid expenses and other | 1,032 | (8,234 | ) | 551 | (7,841 | ) | ||||||
| Accounts payable and accrued liabilities | (379 | ) | (59 | ) | 5,717 | 10,890 | ||||||
| Change in non-cash working capital | (9,605 | ) | (1,456 | ) | (31,870 | ) | 4,866 | |||||
24
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 June 30, 2026 | $ | $ | $ | $ | ||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents (note 4) | - | 80,025 | 80,025 | 80,025 | ||||||||
| Restricted cash (note 12(a)) | - | 25,922 | 25,922 | 25,922 | ||||||||
| Accounts receivable | - | 279 | 279 | 279 | ||||||||
| Marketable securities (note 6)(1) | 3,457 | - | 3,457 | 3,457 | ||||||||
| Total financial assets | 3,457 | 106,226 | 109,683 | 109,683 | ||||||||
| Financial liabilities: | ||||||||||||
| Accounts payable and accrued liabilities (2) | 9,518 | 80,820 | 90,338 | 90,338 | ||||||||
| Financial liabilities (2) | 37,464 | - | 37,464 | 37,464 | ||||||||
| Lease liabilities (note 10) | - | 74,579 | 74,579 | 74,579 | ||||||||
| Deferred consideration (note 11(a)) | - | 29,098 | 29,098 | 29,098 | ||||||||
| Contingent consideration (note 11(b),(c)) | 29,521 | - | 29,521 | 29,521 | ||||||||
| Total financial liabilities | 76,503 | 184,497 | 261,000 | 261,000 |
(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.
25
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 | 26,308 | - | 26,308 | 26,308 | ||||||||
| 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 and accrued liabilities, 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 and six months ended June 30, 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 June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| $ | $ | $ | $ | |||||||||
| Realized los s on ZCC gold hedges (note 16) | 20,420 | 10,702 | 45,566 | 15,602 | ||||||||
| Unrealized (gain) loss on ZCC gold hedges (note 16) | (27,965 | ) | 3,852 | (13,132 | ) | 35,173 | ||||||
26
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 six months ended June 30, 2026 or 2025.
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 and restricted cash 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 concentrations of credit risk to any single counterparty. The risk of loss associated with cash investments is considered low as most of the Company's cash and cash equivalents are held with highly rated banking institutions.
As at June 30, 2026, the Company had a $28.8 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.
27
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 can 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 June 30, 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 six months ended June 30, 2026 was 2.8% (six months ended June 30, 2025 - 4.2%). A +/‐1% change in short‐term interest rates during the six months ended June 30, 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% to 4.20% per annum. As at June 30, 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 would impact the discount rate applied to forecast future cash flows and accordingly the fair value of these financial liabilities. Any change in interest rates would therefore impact the Company's earnings, however would not impact cash payments required to settle these obligations. The following table highlights the sensitivity of the fair values related to these financial liabilities as of June 30, 2026 for a 1% decrease (increase) in the underlying discount rate.
| Change in fair value | ||||||||||||
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||
| 1% increase to | 1% decrease to | 1% increase to | 1% decrease to | |||||||||
| discount rate | discount rate | discount rate | discount rate | |||||||||
| $ | $ | $ | $ | |||||||||
| Contingent consideration | (488 | ) | 505 | (579 | ) | 604 | ||||||
| Nkran royalty | (363 | ) | 379 | (251 | ) | 263 | ||||||
(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.
28
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 can 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 June 30, 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 June 30, 2026:
| Canada | Ghana | Total | |||||||
| $ | $ | $ | |||||||
| Current assets | 37,596 | 206,017 | 243,613 | ||||||
| Mineral properties, plant and equipment and right-of-use assets | 455 | 467,481 | 467,936 | ||||||
| Other non-current assets | - | 7,947 | 7,947 | ||||||
| Total assets | 38,051 | 681,445 | 719,496 | ||||||
| Current liabilities | 40,360 | 158,268 | 198,628 | ||||||
| Non-current liabilities | 29,837 | 159,740 | 189,577 | ||||||
| Total liabilities | 70,197 | 318,008 | 388,205 |
29
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
26. Segmented information (continued)
Geographic allocation of total assets and liabilities (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 June 30, 2026:
| Canada | Ghana | Total | |||||||
| $ | $ | $ | |||||||
| Revenue | - | 156,568 | 156,568 | ||||||
| Realized and unrealized gains (losses) on gold hedges | - | 27,177 | 27,177 | ||||||
| Net revenue | - | 183,745 | 183,745 | ||||||
| Cost of sales: | |||||||||
| Production costs | - | (54,996 | ) | (54,996 | ) | ||||
| Depreciation and depletion | - | (15,603 | ) | (15,603 | ) | ||||
| Royalties | - | (20,348 | ) | (20,348 | ) | ||||
| Income from mine operations | - | 92,798 | 92,798 | ||||||
| General and adminis trative expenses | (733 | ) | (806 | ) | (1,539 | ) | |||
| Exploration and evaluation expenditures | - | (891 | ) | (891 | ) | ||||
| (Loss ) income from operations | (733 | ) | 91,101 | 90,368 | |||||
| Finance income | 257 | 402 | 659 | ||||||
| Finance expense | (2,442 | ) | (3,476 | ) | (5,918 | ) | |||
| Foreign exchange gain (loss) | 67 | (445 | ) | (378 | ) | ||||
| (Loss ) income before income taxes | (2,851 | ) | 87,582 | 84,731 | |||||
| Current income tax expense | - | (11,336 | ) | (11,336 | ) | ||||
| Deferred income tax expense | - | (4,497 | ) | (4,497 | ) | ||||
| Net (loss) income and comprehensive (loss) income for the period | (2,851 | ) | 71,749 | 68,898 |
30
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
26. Segmented information (continued)
Geographic allocation of the Statements of Operations and Comprehensive Income (Loss) (continued)
For the three months ended June 30, 2025:
| Canada | Ghana | Total | |||||||
| $ | $ | $ | |||||||
| Revenue | - | 97,304 | 97,304 | ||||||
| Realized and unrealized losses on gold hedges | - | (12,509 | ) | (12,509 | ) | ||||
| Net revenue | - | 84,795 | 84,795 | ||||||
| Cost of sales: | |||||||||
| Production costs | - | (39,303 | ) | (39,303 | ) | ||||
| Depreciation and depletion | - | (13,054 | ) | (13,054 | ) | ||||
| Royalties | - | (7,785 | ) | (7,785 | ) | ||||
| Income from mine operations | - | 24,653 | 24,653 | ||||||
| General and administrative expenses | (3,805 | ) | (820 | ) | (4,625 | ) | |||
| Exploration and evaluation expenditures | - | (910 | ) | (910 | ) | ||||
| (Loss) income from operations | (3,805 | ) | 22,923 | 19,118 | |||||
| Finance income | 1,713 | 211 | 1,924 | ||||||
| Finance expense | (2,120 | ) | (2,509 | ) | (4,629 | ) | |||
| Foreign exchange (loss ) gain | (31 | ) | 5,511 | 5,480 | |||||
| (Loss) income before income taxes | (4,243 | ) | 26,136 | 21,893 | |||||
| Current income tax expense | (339 | ) | - | (339 | ) | ||||
| Net (loss) income and comprehensive loss (income) for the period | (4,582 | ) | 26,136 | 21,554 |
31
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
26. Segmented information (continued)
Geographic allocation of the Statements of Operations and Comprehensive Income (Loss) (continued)
For the six months ended June 30, 2026:
| Canada | Ghana | Total | |||||||
| $ | $ | $ | |||||||
| Revenue | - | 323,092 | 323,092 | ||||||
| Realized and unrealized gains (loss es ) on gold hedges | - | 5,281 | 5,281 | ||||||
| Net revenue | - | 328,373 | 328,373 | ||||||
| Cost of sales: | |||||||||
| Production costs | - | (100,246 | ) | (100,246 | ) | ||||
| Depreciation and depletion | - | (27,983 | ) | (27,983 | ) | ||||
| Royalties | - | (34,893 | ) | (34,893 | ) | ||||
| Income from mine operations | - | 165,251 | 165,251 | ||||||
| General and administrative expenses | (4,931 | ) | (1,611 | ) | (6,542 | ) | |||
| Exploration and evaluation expenditures | - | (1,613 | ) | (1,613 | ) | ||||
| (Loss) income from operations | (4,931 | ) | 162,027 | 157,096 | |||||
| Finance income | 648 | 655 | 1,303 | ||||||
| Finance expense | (5,258 | ) | (6,383 | ) | (11,641 | ) | |||
| Foreign exchange gain (loss) | 92 | (1,830 | ) | (1,738 | ) | ||||
| (Loss) income before income taxes | (9,449 | ) | 154,469 | 145,020 | |||||
| Current income tax expense | - | (35,044 | ) | (35,044 | ) | ||||
| Deferred income tax expense | - | (4,218 | ) | (4,218 | ) | ||||
| Net (loss) income and comprehensive (loss) income for the period | (9,449 | ) | 115,207 | 105,758 |
32
| GALIANO GOLD INC. |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
26. Segmented information (continued)
Geographic allocation of the Statements of Operations and Comprehensive Income (Loss) (continued)
For the six months ended June 30, 2025:
| Canada | Ghana | Total | |||||||
| $ | $ | $ | |||||||
| Revenue | - | 173,894 | 173,894 | ||||||
| Realized and unrealized losses on gold hedges | - | (47,625 | ) | (47,625 | ) | ||||
| Net revenue | - | 126,269 | 126,269 | ||||||
| Cost of sales: | |||||||||
| Production costs | - | (81,545 | ) | (81,545 | ) | ||||
| Depreciation and depletion | - | (27,447 | ) | (27,447 | ) | ||||
| Royalties | - | (12,380 | ) | (12,380 | ) | ||||
| Income from mine operations | - | 4,897 | 4,897 | ||||||
| General and administrative expenses | (7,834 | ) | (1,509 | ) | (9,343 | ) | |||
| Exploration and evaluation expenditures | - | (2,381 | ) | (2,381 | ) | ||||
| (Loss) income from operations | (7,834 | ) | 1,007 | (6,827 | ) | ||||
| Finance income | 2,744 | 306 | 3,050 | ||||||
| Finance expense | (3,761 | ) | (4,863 | ) | (8,624 | ) | |||
| Foreign exchange gain | 67 | 5,217 | 5,284 | ||||||
| (Loss) income before income taxes | (8,784 | ) | 1,667 | (7,117 | ) | ||||
| Current income tax expense | (721 | ) | - | (721 | ) | ||||
| Net (loss) income and comprehensive (loss) income for the period | (9,505 | ) | 1,667 | (7,838 | ) |
33

Management's Discussion and Analysis
For the three and six months ended June 30, 2026 and 2025
(Expressed in United States dollars, unless otherwise stated)
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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 August 6, 2026 and should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three and six months ended June 30, 2026 and 2025, the audited consolidated annual financial statements and the notes thereto for the year ended December 31, 2025 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 and six months ended June 30, 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 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. 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 under the headings "Risks and Uncertainties" and "Cautionary Statements" at the end of this MD&A.
| 2 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
TABLE OF CONTENTS
| BUSINESS OVERVIEW | 4 |
| Q2 2026 AND YEAR-TO-DATE HIGHLIGHTS | 5 |
| 2026 GUIDANCE AND OUTLOOK | 6 |
| SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS | 7 |
| EXPLORATION ACTIVITIES | 10 |
| ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE | 12 |
| MACROECONOMIC FACTORS | 13 |
| REVIEW OF Q2 2026 CONSOLIDATED FINANCIAL RESULTS | 14 |
| REVIEW OF YEAR-TO-DATE CONSOLIDATED FINANCIAL RESULTS | 17 |
| FINANCIAL CONDITION | 19 |
| LIQUIDITY AND CAPITAL RESOURCES | 20 |
| SUMMARY OF QUARTERLY FINANCIAL RESULTS | 24 |
| NON-IFRS MEASURES | 24 |
| OUTSTANDING SHARE DATA | 29 |
| RELATED PARTY TRANSACTIONS | 29 |
| CRITICAL ACCOUNTING POLICIES AND ESTIMATES | 29 |
| RISKS AND UNCERTAINTIES | 30 |
| INTERNAL CONTROL | 31 |
| QUALIFIED PERSONS | 32 |
| CAUTIONARY STATEMENTS | 32 |
| 3 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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 main 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 creating a sustainable business capable of value creation 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.

| 4 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Q2 2026 AND YEAR-TO-DATE HIGHLIGHTS
Safety
-
No lost-time injuries ("LTI") nor total recordable injuries (inclusive of LTIs) ("TRI") recorded during Q2 2026. The AGM has achieved 11.0 million hours worked without an LTI, equating to 456 accident-free days, as of June 30, 2026.
-
12‐month rolling LTI and TRI frequency rates as of June 30, 2026 of 0.00 and 0.11 per million hours worked, respectively.
Financial
-
Cash and cash equivalents of $80.0 million and restricted cash of $25.9 million as of June 30, 2026 and no debt.
-
Generated cash flow from operating activities, before legal restrictions, of $31.9 million during Q2 2026.
-
Income from mine operations of $92.8 million during Q2 2026.
-
Net income of $0.24 and adjusted net income1 of $0.09 per common share (basic) during Q2 2026.
-
Earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $105.6 million and Adjusted EBITDA1 of $78.5 million during Q2 2026.
Mining Operations
- Mined 1.8 Mt of ore at an average mined grade of 0.9 grams per tonne ("g/t") gold with a strip ratio of 3.7:1 during Q2 2026. Approximately 77% 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% during Q2 2026. Mill availability during the quarter was 90% partly due to downtime required to replace a failed ball mill gearbox.
-
Produced 34,391 ounces of gold during the quarter and 69,138 ounces of gold produced year-to-date, in line with the Company's indicative first half production guidance range of between 60,000 ounces to 70,000 ounces.
-
Sold 35,247 ounces of gold during the quarter and 69,428 ounces of gold year-to-date at average prices of $4,432 per ounce ("/oz") and $4,641/oz, respectively, excluding the effect of realized losses on gold hedging instruments.
Nkran Cut 3 Development
-
Development of Cut 3 at the Nkran deposit continued with 6.1 Mt of waste mined, an increase of 30% from Q1 2026. Additional mining equipment is expected to be mobilized during Q3 2026, leading to a further acceleration of mining rates at Nkran in the second half of 2026.
-
Capitalized development pre-stripping costs at Nkran Cut 3 of $22.1 million during Q2 2026 and $35.6 million year-to-date.
Costs
-
All-in sustaining costs1 ("AISC") of $2,473/oz for the quarter, a 10% increase compared to Q2 2025 primarily resulting from higher royalties expense under Ghana's new sliding scale royalty framework.
-
Year-to-date AISC1 of $2,418/oz, tracking in line with FY 2026 cost guidance of between $2,300/oz and $2,600/oz.
Exploration
- Continued drilling programs at Abore and Esaase, with 4,564 meters ("m") and 13,749m completed in Q2 2026, respectively. These drilling programs aim to grow the AGM's Mineral Resources and Mineral Reserves by converting existing open pit Inferred Mineral Resources at Esaase to the Indicated category, and testing extensions of mineralization at Abore 200m below the existing underground Mineral Resource.
| 5 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
- Drilling results received to date at Esaase have been positive and in line with our expectations, while drilling at Abore intersected mineralization up to 180m below the existing underground Mineral Resource and infill drilling has demonstrated improved continuity across key mineralized zones.
2026 GUIDANCE AND OUTLOOK
FY 2026 production guidance for the AGM remains between 140,000 ounces and 160,000 ounces of gold and FY 2026 AISC1 remains guided to between $2,300/oz and $2,600/oz.
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 continues to be weighted to the back half of 2026. Given the expected ramp-up of gold production over FY 2026, the Company's indicative production ranges for the first and second half of 2026 are as follows.
| Unit | H1 2026 | H2 2026 | ||
| Actual | Guidance | Guidance | ||
| Gold production | Oz | 69,138 | 60,000 to 70,000 | 80,000 to 90,000 |
Total sustaining capital expenditures remain guided to between $16 million and $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 revised to between $105 million to $125 million from $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 as the year progresses as additional mining equipment continues to be mobilized to the AGM; however, delays in certain village relocation projects are forecast to be approximately $15 million lower in 2026 and deferred into future periods.
Exploration expenditures at the AGM remain guided to between $24 million to $26 million, targeting Mineral Reserve growth at Esaase, underground Mineral Resource expansion at Abore, and priority greenfield areas on the AGM's tenements.
(1) Non-IFRS measure. Refer to section "Non-IFRS Measures" of this MD&A.
| 6 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS
| Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | |
| Mining Operations | |||||
| Ore mined ('000t) | 1,751 | 1,521 | 1,575 | 1,605 | 1,365 |
| Waste mined ('000t) | 6,529 | 9,084 | 8,337 | 9,067 | 8,101 |
| Strip ratio (waste-to-ore) | 3.7 | 6.0 | 5.3 | 5.7 | 5.9 |
| Average gold grade mined (g/t) | 0.9 | 0.9 | 0.9 | 0.8 | 0.8 |
| Mining costs ($/t mined) | 4.56 | 3.73 | 3.94 | 3.38 | 3.59 |
| Ore tonnes trucked ('000 t) | 1,192 | 1,163 | 1,069 | 1,288 | 1,030 |
| Ore transportation costs ($/t trucked) | 4.96 | 4.42 | 4.45 | 4.35 | 4.49 |
| Processing | |||||
| Ore milled ('000t) | 1,255 | 1,305 | 1,369 | 1,283 | 1,193 |
| Average mill head grade (g/t) | 0.9 | 0.9 | 1.0 | 0.9 | 0.8 |
| Average recovery rate (%) | 90 | 90 | 91 | 91 | 89 |
| Processing costs ($/t milled) | 14.05 | 12.79 | 12.13 | 12.57 | 12.89 |
| General and administrative costs ($/t milled) | 8.48 | 7.04 | 7.58 | 6.62 | 6.24 |
| Gold produced (oz) | 34,391 | 34,747 | 37,574 | 32,533 | 30,350 |
| Development Stripping - Nkran Cut 3 | |||||
| Waste mined ('000t) | 6,113 | 4,707 | 4,324 | 3,426 | 1,723 |
| Mining costs ($/t mined) | 3.58 | 2.85 | 2.48 | 3.29 | 4.00 |
| Development capitalized stripping costs ($m) | 22.1 | 13.5 | 11.1 | 12.0 | 6.9 |
| Capital Expenditures | |||||
| Sustaining capital ($m) | 2.0 | 3.6 | 4.4 | 4.2 | 2.2 |
| Development capital ($m) | 2.4 | 3.4 | 0.7 | 2.9 | 4.9 |
| Sustaining capitalized stripping costs ($m) | 8.5 | 6.4 | 11.7 | 11.9 | 15.1 |
| Financial, Costs and Cash Flow | |||||
| Revenue ($m) | 156.6 | 166.5 | 159.7 | 114.2 | 97.3 |
| Gold sold (oz) | 35,247 | 34,181 | 38,276 | 32,577 | 29,287 |
| Average gold sales price - gross ($/oz)(1) | 4,432 | 4,857 | 4,164 | 3,501 | 3,317 |
| Average gold sales price - net ($/oz)(2) | 3,853 | 4,122 | 3,744 | 3,099 | 2,951 |
| AISC ($/oz sold)(3) | 2,473 | 2,361 | 2,033 | 2,283 | 2,251 |
| Income from mine operations ($m) | 92.8 | 72.5 | 51.1 | 10.0 | 24.7 |
| Adjusted net income (loss) ($m)(3) | 23.1 | 29.5 | 40.0 | (2.8) | 21.0 |
| Adjusted EBITDA ($m)(3) | 78.5 | 93.9 | 85.5 | 37.8 | 42.2 |
| Cash flow from operating activities ($m) | 6.0 | 46.7 | 55.8 | 40.4 | 35.8 |
(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.
| 7 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Q2 2026 Operational Analysis for the Asanko Gold Mine
Mining Operations

Abore
-
Mined 1.4 Mt of ore, an increase of 22% from Q1 2026, at an average grade of 1.0 g/t gold. Mined grades were largely in line with Q1 2026.
-
Strip ratio of 3.7:1, a decrease of 39% from Q1 2026, resulting from Abore transitioning into a lower waste phase as future ore benches have been exposed.
Esaase
-
Mined 0.3 Mt of ore at an average grade of 0.7 g/t gold. Mined ore volume and grade were consistent with Q1 2026.
-
Strip ratio of 4.8:1, a decrease of 19% from Q1 2026.
Mining Operating Costs
Mining costs per tonne at Abore and Esaase averaged $4.56 per tonne ("/t") in Q2 2026, compared to $3.59/t in Q2 2025. The 27% increase in mining costs per tonne in Q2 2026 was attributable to 13% fewer tonnes mined, which increased fixed mining costs on a per tonne basis, higher drill and blast costs resulting from mining a higher proportion of fresh rock at Abore, and higher diesel prices.
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, consistent with Q1 2026.
Ore transportation unit costs in Q2 2026 were 12% higher than Q2 2025 due to higher diesel prices.
| 8 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Processing

Gold Production
The AGM produced 34,391 ounces of gold during Q2 2026, consistent with Q1 2026 gold production, as the processing plant milled 1.3 Mt of ore at an average grade of 0.9 g/t with metallurgical recovery averaging 90%. Approximately 79% 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 Q2 2026 was 4% lower than Q1 2026 due to ongoing maintenance of the pitman arm on the primary crusher, which is expected to be completed in Q3 2026, and downtime required to replace a failed ball mill gearbox. These factors resulted in mill availability of 90% during Q2 2026.
Average Head Grade
Average mill head grades in Q2 2026 were in line with Q1 2026, as average mined grades remained 0.9 g/t.
Processing Costs
Processing costs per tonne in Q2 2026 were $14.05, a 9% increase from Q2 2025. The increase in processing costs per tonne was largely driven by higher maintenance costs on the primary crusher and ball mill in Q2 2026.
Capital Expenditures
Sustaining capital expenditures totaled $2.0 million during Q2 2026, consistent with expenditures in Q2 2025. Sustaining capital expenditures in Q2 2026 primarily related to a tailings facility expansion. Sustaining capital expenditures are expected to accelerate in the second half of the year as additional waste material becomes available to complete the tailings facility expansion.
Development capital expenditures during Q2 2026 totaled $2.4 million, approximately 50% lower than Q2 2025 due to the comparative period including costs associated with completing the secondary crushing circuit at the processing plant. Development capital expenditures in Q2 2026 related mainly to costs of relocating villages near the AGM's operations.
Nkran Cut 3 Development
Nkran Cut 3 waste stripping progressed during Q2 2026 with 6.1 Mt of waste rock mined, a 30% increase from Q1 2026, supported by the mobilization of additional mining equipment. Mining costs at Nkran averaged $3.58/t in Q2 2026 compared to $4.00/t in Q2 2025. The decrease in mining costs per tonne was attributable to higher tonnes mined, partly offset by longer haul distances and higher diesel prices.
The mining contractor is currently mobilizing additional mining equipment to the AGM; therefore, waste stripping volumes at Nkran are expected to continue rising following the mobilization of additional mining equipment in Q3 2026.
| 9 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Total Cash Costs and AISC

Total Cash Costs1
For the three and six months ended June 30, 2026, total cash costs1 were $2,128/oz and $1,934/oz, respectively, compared to $1,602/oz and $1,664/oz in the comparative periods of 2025. Total cash costs1 were higher in the 2026 periods due to higher royalties expense resulting from higher average gold sales prices and the amendment to Ghana's royalty framework, partly offset by higher gold ounces sold. Royalties expense was higher for the three and six months ended June 30, 2026 by $12.6 million and $22.5 million, respectively, relative to the comparative periods in 2025.
Total cash costs per ounce1 in Q2 2026 were 23% higher than Q1 2026 due to higher royalties and diesel costs.
AISC1
For the three and six months ended June 30, 2026, AlSC1 was $2,473/oz and $2,418/oz, respectively, compared to $2,251/oz and $2,339/oz in the comparative periods of 2025. The increase in AlSC1 was mainly due to the increase in total cash costs1 described above, partly offset by higher gold ounces sold and lower sustaining capital expenditures.
AISC1 was 5% higher in Q2 2026, compared to Q1 2026, driven primarily by higher royalties.
EXPLORATION ACTIVITIES
The Company holds a district-scale land package of 476km2 on the highly prospective and underexplored Asankrangwa Gold Belt. During Q2 2026, the Company conducted exploration programs at the AGM 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 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.
| 10 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Esaase
The 2026 infill drilling program at Esaase is designed to convert existing open pit Mineral Resources from Inferred classification to the Indicated category, with an objective of significantly increasing the Esaase Mineral Reserve and supporting the planning of potential future open pit expansions.
Phase 1 of the program consisting of approximately 9,000m was completed in early Q2 2026, with initial results positive and in line with expectations. Following these results, the Esaase program was expanded to its full planned 33,700m with an additional $7.5 million approved by the Company's Board of Directors.
13,749m of drilling was completed in Q2 2026, bringing the total to 16,250m completed as of June 30, 2026. The program has been prioritized for completion in Q3 2026 with seven drill rigs now mobilized to Esaase, and results expected to be included in the AGM's 2027 Mineral Resource and Mineral Reserve update planned for Q1 2027.
Abore
The drilling campaign at Abore initiated in Q1 2026 continued in Q2 2026 with 4,564m of drilling completed during the quarter. 16,142m of a planned 32,000m of diamond drilling for 2026 has been completed. Drilling at Abore was slowed through the quarter as drill rigs were repositioned to prioritize the Esaase drill program. Continuation of Abore drilling is planned for Q3 2026 once the Esaase program is completed.
The Abore drilling program aims to continue to grow the underground Mineral Resource through step out drilling to at least 200m below the maiden Mineral Resource, which was released in February 2026. Planned drilling consists of selective infill drilling designed to prove continuity of mineralization within and below the current Mineral Resource with flexibility to step out and test for mineralization at deeper elevations based on results as drilling progresses.
Results from the first 14,500m of drilling were released in Q2 2026. The drilling was designed to include both step-out drilling, targeting new zones of mineralization beyond the known Mineral Resource, and infill drilling focused on expanding and upgrading the existing underground Mineral Resource. This drilling 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 continued to confirm robust extensions of mineralization both down plunge and along strike of existing mineralization.
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 drill results from the Abore program, including data verification and QA/QC measures.
Greenfield Targets
Work on regional greenfield targets across the AGM's tenements was focused on the New Obuasi and Amoaman prospecting leases, which contain the Nsoroma, Ahuofe, and other priority targets located along strike to the southwest of the Nkran deposit. Work in Q2 2026 consisted of soil sampling, ground magnetics and induced polarization (IP) surveying, along with general prospecting and ground truthing activities.
The Company also initiated an IP survey in the Fromenda 1 area during Q2 2026. This survey is designed to identify extensions of the known mineralized structures within the Fromenda tenement.
Exploration Cost
Exploration expenditures during the three and six months ended June 30, 2026 were $5.8 million and $10.8 million, respectively. Exploration costs are tracking in line with guidance.
| 11 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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 2025 Sustainability Report (the "2025 Sustainability Report") published on June 1, 2026, which is available on the Company's website at www.galianogold.com.
Health & Safety
| Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | |
| Health and safety | |||||
| LTIs(1) | - | - | - | - | - |
| TRIs(1) | - | - | - | 1 | - |
| 12-month rolling LTI frequency rate(1) | 0.00 | 0.00 | 0.24 | 0.39 | 0.42 |
| 12-month rolling TRI frequency rate(1) | 0.11 | 0.11 | 0.48 | 0.90 | 0.97 |
(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 Q2 2026, with no injuries recorded, reflecting sustained safety leadership and effective risk management. The Company achieved 15 consecutive months, and 11.0 million hours worked, without a reported LTI. As of June 30, 2026, it had been 456 days since an LTI occurred.
Social Performance
Implementation of the Five-Year Socio-Economic Development Plan continued during Q2 2026, with progress across local employment, skills development, alternative livelihoods and community infrastructure initiatives. Stakeholder engagement across catchment communities also remained strong.
Environmental Performance
Environmental monitoring during Q2 2026 indicated full compliance with regulatory standards for water and air quality. Routine quarterly regulatory inspections were completed during Q2 2026 with no non-conformances identified.
| 12 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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 Q2 2026, the price of gold traded between a low of $4,002/oz in late June and a high of $4,871/oz in mid-April. The average gold price for Q2 2026 was $4,506/oz, based on the London Bullion Market Association ("LBMA") PM benchmark, compared to the Q2 2025 average price of $3,280/oz. Gold prices during Q2 2026 were influenced by 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 Q2 2026, the Company's average gross gold sales price was $4,432/oz, excluding the effect of realized losses on gold hedging instruments.
Ghana Economy
Ghana successfully completed its three-year, $3 billion Extended Credit Facility bailout program with the International Monetary Fund ("IMF"). The program helped restore macroeconomic stability, sharply reduced inflation and improved confidence in the Ghanaian Cedi ("Cedi"). Ghana's outstanding IMF debt is $2.7 billion, while the ratings agency Fitch upgraded Ghana's sovereign rating to 'B' from 'B-'.
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.
During Q2 2026, the Cedi depreciated by approximately 3% 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.
| 13 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Oil Prices
During Q2 2026, tensions in the Middle East remained high and tanker traffic in the Strait of Hormuz ("Strait") remains volatile. It is estimated that 20% to 30% of global oil supply flows through the Strait and, consequently, oil prices have experienced significant volatility in 2026 with Brent crude oil spot prices near $75 per barrel as of August 5, 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 32% as of July 31, 2026.
REVIEW OF Q2 2026 CONSOLIDATED FINANCIAL RESULTS
Selected financial results for the three months ended June 30, 2026 and 2025
| Three months ended June 30, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars, except per share amounts) | $ | $ | ||||
| Revenue | 156,568 | 97,304 | ||||
| Realized and unrealized gains (loss es ) on gold hedges | 27,177 | (12,509 | ) | |||
| Net revenue | 183,745 | 84,795 | ||||
| Cost of sales: | ||||||
| Production costs | (54,996 | ) | (39,303 | ) | ||
| Depreciation and depletion | (15,603 | ) | (13,054 | ) | ||
| Royalties | (20,348 | ) | (7,785 | ) | ||
| Total cost of sales | (90,947 | ) | (60,142 | ) | ||
| Income from mine operations | 92,798 | 24,653 | ||||
| General and administrative expenses | (1,539 | ) | (4,625 | ) | ||
| Exploration and evaluation expenditures | (891 | ) | (910 | ) | ||
| Income from operations | 90,368 | 19,118 | ||||
| Finance income | 659 | 1,924 | ||||
| Finance expense | (5,918 | ) | (4,629 | ) | ||
| Foreign exchange (loss ) gain | (378 | ) | 5,480 | |||
| Income before taxes | 84,731 | 21,893 | ||||
| Current income tax expense | (11,336 | ) | (339 | ) | ||
| Deferred income tax expense | (4,497 | ) | - | |||
| Net income and comprehensive income | 68,898 | 21,554 | ||||
| Weighted average number of shares outstanding: | ||||||
| Basic | 261,300,578 | 257,734,700 | ||||
| Diluted | 269,783,870 | 264,423,547 | ||||
| Net income per share attributable to common shareholders : | ||||||
| Basic | 0.24 | 0.07 | ||||
| Diluted | 0.23 | 0.07 | ||||
| 14 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Revenue
During Q2 2026, the Company sold 35,247 ounces of gold at an average gold sales price of $4,432/oz for total revenue of $156.6 million (including $0.4 million of by-product silver revenue). During Q2 2025, the Company sold 29,287 ounces of gold at an average gold sales price of $3,317/oz for total revenue of $97.3 million (including $0.2 million of by-product silver revenue). The average gold sales price, including the effect of realized gold hedging losses, for Q2 2026 amounted to $3,853/oz.
The increase in revenue quarter-on-quarter was due to a 34% increase in average gold sales price and a 20% increase in gold ounces sold.
Realized and Unrealized Gains (Losses) on Gold Hedges
In Q4 2025, the Company changed its presentation of realized and unrealized losses on gold hedge derivative instruments from a component of finance expense to a component of net revenue. The Q2 2025 comparative period financial information has been restated to conform with the current period presentation.
During Q2 2026, the Company recorded a $20.4 million realized loss on settled gold hedges, of which $19.6 million was recognized as unrealized losses in previous periods. The Company also recorded a $28.0 million unrealized gain during the quarter on its remaining hedged gold ounces. The unrealized gain was driven by a decrease in gold prices during Q2 2026.
Refer to "Liquidity and Capital Resources" in this MD&A for details regarding the Company's remaining gold hedging program.
Production costs
During Q2 2026, the Company incurred production costs of $55.0 million, compared to $39.3 million in Q2 2025. Production costs were higher than the comparative period due to more gold ounces sold in Q2 2026, as well as higher diesel costs.
Depreciation and Depletion
During Q2 2026, depreciation and depletion expense was $15.6 million, compared to $13.1 million in Q2 2025. Depreciation and depletion expense was higher in Q2 2026 due to 20% higher gold ounces sold.
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 Growth and Sustainability Levy ("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 12% at gold prices between $4,000/oz to $4,500/oz.
Royalties expense was higher in Q2 2026 due to higher recorded revenues and the aforementioned amendments to royalty rates.
| 15 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
General and Administrative ("G&A") Expenses
G&A expenses in Q2 2026 were $3.1 million lower than Q2 2025 primarily due to a $3.2 million decrease in share-based compensation expense resulting from a decrease 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 the significant components of finance expense for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars ) | $ | $ | ||||
| Interest on lease liabilities | (2,118 | ) | (1,718 | ) | ||
| Accretion expense on asset retirement provisions | (830 | ) | (723 | ) | ||
| Accretion expense on deferred consideration | (436 | ) | (773 | ) | ||
| Change in fair value of contingent consideration | (1,544 | ) | (1,332 | ) | ||
| Mark-to-market adjustment on marketable securities | (432 | ) | - | |||
| RCF standby fee and other costs | (418 | ) | - | |||
| Other | (140 | ) | (83 | ) | ||
| Total finance expense | (5,918 | ) | (4,629 | ) | ||
Finance expense was higher in Q2 2026 primarily due to costs associated with a revolving credit facility, including $0.2 million of standby fees, a $0.4 million fair value adjustment on marketable securities and $0.4 million of higher interest on lease liabilities.
Foreign Exchange (Loss) Gain
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. The foreign exchange gain in the prior quarter was impacted by a 50% strengthening of the Cedi against the US dollar.
Current Income Tax Expense
During Q2 2026, the Company recorded current income tax ("CIT") expense of $11.3 million. The CIT expense primarily relates 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.
| 16 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
REVIEW OF YEAR-TO-DATE CONSOLIDATED FINANCIAL RESULTS
Selected financial results for the six months ended June 30, 2026 and 2025
| Six months ended June 30, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars, except per share amounts) | $ | $ | ||||
| Revenue | 323,092 | 173,894 | ||||
| Realized and unrealized gains (losses ) on gold hedges | 5,281 | (47,625 | ) | |||
| Net revenue | 328,373 | 126,269 | ||||
| Cost of sales: | ||||||
| Production costs | (100,246 | ) | (81,545 | ) | ||
| Depreciation and depletion | (27,983 | ) | (27,447 | ) | ||
| Royalties | (34,893 | ) | (12,380 | ) | ||
| Total cost of sales | (163,122 | ) | (121,372 | ) | ||
| Income from mine operations | 165,251 | 4,897 | ||||
| General and administrative expenses | (6,542 | ) | (9,343 | ) | ||
| Exploration and evaluation expenditures | (1,613 | ) | (2,381 | ) | ||
| Income (loss) from operations | 157,096 | (6,827 | ) | |||
| Finance income | 1,303 | 3,050 | ||||
| Finance expense | (11,641 | ) | (8,624 | ) | ||
| Foreign exchange (loss ) gain | (1,738 | ) | 5,284 | |||
| Income (loss) before taxes | 145,020 | (7,117 | ) | |||
| Current income tax expense | (35,044 | ) | (721 | ) | ||
| Deferred income tax expense | (4,218 | ) | - | |||
| Net income (loss) and comprehensive income (loss) | 105,758 | (7,838 | ) | |||
| Weighted average number of shares outstanding: | ||||||
| Basic | 260,791,920 | 257,454,965 | ||||
| Diluted | 269,698,377 | 257,454,965 | ||||
| Net income (loss ) per share attributable to common shareholders: | ||||||
| Basic | 0.36 | (0.03 | ) | |||
| Diluted | 0.35 | (0.03 | ) | |||
Revenue
During the six months ended June 30, 2026, the Company sold 69,428 ounces of gold at an average gold price of $4,641/oz for total revenue of $323.1 million (including $0.8 million of by-product silver revenue). During the comparative period of 2025, the Company sold 56,281 ounces of gold at an average gold price of $3,084/oz for total revenue of $173.9 million (including $0.3 million of by-product silver revenue). The average gold sales price, including the effect of realized gold hedging losses, for the six months ended June 30, 2026 amounted to $3,985/oz.
The increase in revenue period-on-period was due to a 50% increase in average gold sales prices and a 23% increase in gold ounces sold.
| 17 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Realized and Unrealized Gains (Losses) on Gold Hedges
During the six months ended June 30, 2026, the Company recorded a $45.6 million realized loss on settled gold hedges, of which $37.7 million was recognized as unrealized losses in previous periods. The Company also recorded a $13.1 million unrealized gain during the period on its remaining hedged gold ounces. The unrealized gain was driven by a decrease in gold prices during 2026.
Refer to "Liquidity and Capital Resources" in this MD&A for details regarding the Company's remaining gold hedging program.
Production Costs
During the six months ended June 30, 2026, the Company incurred production costs of $100.2 million, compared to $81.5 million in the comparative period of 2025. Production costs were higher due to more gold ounces sold in 2026.
Depreciation and Depletion
Depreciation and depletion expense during the six months ended June 30, 2026 and 2025 were comparable.
Royalties
Royalties expense was higher during the six months ended June 30, 2026 due to higher recorded revenues and the aforementioned amendments to royalty rates.
G&A Expenses
G&A expenses during the six months ended June 30, 2026 were $2.8 million lower than the comparative period in 2025 due to a $2.9 million decrease in share-based compensation expense resulting from a decrease 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 the significant components of finance expense for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars ) | $ | $ | ||||
| Interest on lease liabilities | (3,375 | ) | (3,281 | ) | ||
| Accretion expense on asset retirement provisions | (1,628 | ) | (1,410 | ) | ||
| Accretion expense on deferred consideration | (856 | ) | (1,527 | ) | ||
| Change in fair value of contingent consideration | (3,213 | ) | (2,224 | ) | ||
| Mark-to-market adjustment on marketable securities | (1,101 | ) | - | |||
| RCF standby fee and other costs | (906 | ) | - | |||
| Other | (562 | ) | (182 | ) | ||
| Total finance expense | (11,641 | ) | (8,624 | ) | ||
Finance expense was higher in 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 $1.1 million unrealized mark-to-market loss on its marketable securities in 2026. The Company also incurred $0.9 million in standby fees and amortization of other costs in 2026 related to the revolving credit facility.
| 18 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Foreign Exchange (Loss) Gain
The majority of the foreign exchange loss was unrealized and related to the revaluation of VAT receivables in Ghana that are denominated in Cedis. The value of the Cedi depreciated against the US dollar during the six months ended June 30, 2026, resulting in an unrealized revaluation loss on VAT receivables. The foreign exchange gain in the prior period was impacted by a 44% strengthening of the Cedi against the US dollar.
Current Income Tax Expense
During the six months ended June 30, 2026, the Company recorded CIT expense of $35.0 million. In 2025, the Company's Ghanaian operating subsidiary had tax losses carried forward from prior years, which were utilized to offset taxes payable, in the comparable period.
FINANCIAL CONDITION
| June 30, | December 31, | ||||||||
| 2026 | 2025 | ||||||||
| (in thousands of US dollars) | $ | $ | |||||||
| Cash and cash equivalents | 80,025 | 108,327 | Cash and cash equivalents decreased resulting from working capital tie-up, namely in VAT receivables, which was partly offset by positive operating cash flow and supported by high gold prices. During Q2 2026, $25.9 million was reclassified to restricted cash related to an ongoing legal case. | ||||||
| Restricted cash | 25,922 | - | Refer to section "Liquidity and Capital Resources" under the heading "Contingencies and Restricted Cash" for a discussion on the nature of restricted cash. |
||||||
| Other current assets | 137,666 | 93,856 | Other current assets increased primarily due to a buildup of ore stockpiles and higher VAT receivables . | ||||||
| Non-current assets | 475,883 | 396,868 | Non-current assets increased due to capitalized stripping costs at the Abore, Esaase and Nkran deposits, and the recognition of $44.0 million in right-of-use assets related to mining and ore haulage contracts . | ||||||
| Total assets | 719,496 | 599,051 | |||||||
| Current liabilities | 198,628 | 220,580 | Current liabilities decreased due to a reduction in the fair value of gold hedge derivative liabilities . | ||||||
| Non-current liabilities | 189,577 | 156,813 | Non-current liabilities increased due to the recognition of new lease liabilities, partly offset by the remaining gold hedge derivative liabilities now being classified within current liabilities . | ||||||
| Total liabilities | 388,205 | 377,393 | |||||||
| Common shareholders' equity | 317,299 | 218,856 | Shareholders' equity increased as the Company reported net earnings for the six months ended June 30, 2026. | ||||||
| Non-controlling interest | 13,992 | 2,802 | |||||||
| Total liabilities and equity | 719,496 | 599,051 |
| 19 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
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% to 4.20% per annum, while the undrawn portion of the RCF is subject to a standby fee of 1.38% to 1.47% per annum. As of June 30, 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 $80.0 million as of June 30, 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 meet 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.
Working Capital
As at June 30, 2026, the Company had net working capital of $52.0 million (December 31, 2025 - working capital deficiency of $11.4 million). The increase in net working capital since December 31, 2025 was primarily due to a decrease in the fair value of the Company's gold hedge derivative liabilities, a build-up of ore stockpiles, and higher VAT receivables.
| June 30, 2026 | December 31, 2025 | |||||
| (in thousands of US dollars) | $ | $ | ||||
| Cash and cash equivalents | 80,025 | 108,327 | ||||
| Restricted cash | 25,922 | - | ||||
| Accounts receivable | 279 | 71 | ||||
| Inventories | 96,833 | 70,802 | ||||
| Value added tax receivables | 28,810 | 10,808 | ||||
| Prepaid expenses and other | 11,744 | 12,175 | ||||
| Accounts payable and accrued liabilities | (90,338 | ) | (87,053 | ) | ||
| Income taxes payable | (16,449 | ) | (4,167 | ) | ||
| Financial liabilities | (37,464 | ) | (77,317 | ) | ||
| Lease liabilities - current | (18,284 | ) | (16,806 | ) | ||
| Deferred consideration | (29,098 | ) | (28,242 | ) | ||
| Total net working capital (deficiency) | 51,980 | (11,402 | ) |
| 20 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Cash Flows
The following table provides a summary of the Company's cash flows for the three and six months ended June 30, 2026 and 2025:
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Cash provided by (used in): | ||||||||||||
| Operating activities | 6,004 | 35,814 | 52,693 | 61,706 | ||||||||
| Investing activities | (36,514 | ) | (25,052 | ) | (71,573 | ) | (46,665 | ) | ||||
| Financing activities | (4,171 | ) | (4,499 | ) | (9,017 | ) | (7,865 | ) | ||||
| Impact of foreign exchange on cash and cash equivalents | (230 | ) | 2,037 | (405 | ) | 1,730 | ||||||
| (Decreased) increase in cash and cash equivalents | (34,911 | ) | 8,300 | (28,302 | ) | 8,906 | ||||||
| Cash and cash equivalents, beginning of period | 114,936 | 106,381 | 108,327 | 105,775 | ||||||||
| Cash and cash equivalents, end of period | 80,025 | 114,681 | 80,025 | 114,681 | ||||||||
Cash Flows From Operating Activities
The $29.8 million decrease in operating cash flows during Q2 2026, relative to the comparative period, was impacted by $25.9 million of the Company's cash and cash equivalents being presented as restricted cash as of June 30, 2026 (refer to discussion under the heading "Contingencies and Restricted Cash" below). Notwithstanding this accounting presentation, operating cash flows were $3.9 million lower in Q2 2026 compared to Q2 2025 and were driven by higher production costs, royalties and working capital tie-up. These factors were partly offset by higher revenues resulting from higher average gold sales prices and more gold ounces sold.
Notwithstanding the impact of the aforementioned restricted cash, the $16.9 million increase in operating cash flows during the six months ended June 30, 2026, relative to the comparative period in 2025, was driven by higher average gold sales prices and more gold ounces sold.
Cash Flows Used in Investing Activities
During Q2 2026, the Company invested $37.0 million in additions to mineral properties, plant and equipment ("MPP&E") (Q2 2025 - $26.0 million). Total cash expenditures on MPP&E during the current quarter included $22.1 million of development pre-stripping costs at Nkran Cut 3, $5.3 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 Q2 2026 was largely due to higher volumes mined at Nkran Cut 3.
During the six months ended June 30, 2026, the Company invested $72.6 million in additions to MPP&E (six months ended June 30, 2025 - $48.1 million). The increase in capital expenditure during 2026 was driven by Nkran Cut 3 pre-stripping, capitalized exploration costs to support Mineral Resource and Mineral Reserve growth and a tailings facility expansion.
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 and standby fees on the RCF. The increase in cash flows used in financing activities during the six months ended June 30, 2026 was due to additional lease agreements entered into in the second half of 2025. The Company also received $1.5 million from the exercise of stock options in 2026.
| 21 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
Commitments and Contractual Obligations
The following table summarizes the Company's commitments and contractual obligations as at June 30, 2026 and December 31, 2025.
| Less than | 1-3 | 4-5 | After | June 30, | December 31, | |||||||||||||
| (in thousands of US dollars) | 1 year | years | years | 5 years | 2026 | 2025 | ||||||||||||
| Accounts payable and accrued liabilities | 80,820 | - | - | - | 80,820 | 73,473 | ||||||||||||
| Gold hedges | 37,464 | - | - | - | 37,464 | 88,311 | ||||||||||||
| Long-term incentive plan (cash-settled awards) | 9,518 | - | - | - | 9,518 | 14,066 | ||||||||||||
| Mining and other services contracts | 27,709 | 46,772 | 22,915 | - | 97,396 | 63,901 | ||||||||||||
| Asset retirement provisions (undiscounted) | - | 3,299 | 367 | 80,506 | 84,172 | 81,553 | ||||||||||||
| Deferred and contingent consideration (undiscounted) | 30,000 | 30,938 | 10,672 | 4,818 | 76,428 | 73,004 | ||||||||||||
| Corporate office lease | 113 | 233 | 140 | - | 486 | 561 | ||||||||||||
| Total commitments | 185,624 | 81,242 | 34,094 | 85,324 | 386,284 | 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 $4,025/oz as of June 30, 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 cash-settled deferred share unit ("DSU") awards granted prior to 2025 amounting to $9.0 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 2025 onwards 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 on 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 $37.3 million and $74.8 million, respectively, for the three and six months ended June 30, 2026 (three and six months ended June 30, 2025 - $30.2 million and $55.4 million, respectively). 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 $46.4 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.
Contingencies and Restricted Cash
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. 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 June 30, 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.
| 22 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
On June 22, 2026, the Company's operating subsidiary Asanko Gold Ghana Ltd. ("AGGL") received a garnishee order from a court in Ghana in the amount of $25.9 million, which impacts AGGL's ability to withdraw these funds on demand. The garnishee order was in connection with the aforementioned arbitrator's award plus interest. The Company believes the garnishee order was issued in violation of a subsisting order previously granted by a High Court in Ghana, which prevented the service provider from collecting payment while AGGL's appeal of the arbitrator's original award of $13.0 million worked through the judicial process. Additionally, the Company believes the amount of interest determined in the garnishee order is erroneous. AGGL has taken legal steps to appeal the garnishee order and filed for a stay of execution of the garnishee order. Until such time that the garnishee order is set aside, $25.9 million of AGGL's cash balance cannot be withdrawn on demand and as such has been presented as restricted cash in the Statement of Financial Position.
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 and six months ended June 30, 2026, the Company realized a $20.4 million and $45.6 million loss on its gold hedging arrangements, respectively (three and six months ended June 30, 2025 - realized losses of $10.7 million and $15.6 million, respectively). The Company does not apply hedge accounting to the gold hedges.
The Company's remaining gold hedges are for 30,000 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 $3,070/oz.
| 23 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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.
| Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | |||||||||||||||||
| Gross revenue | 156,568 | 166,524 | 159,676 | 114,197 | 97,304 | 76,590 | 64,551 | 71,130 | ||||||||||||||||
| Income (loss) from mine operations | 92,798 | 72,453 | 51,139 | 9,977 | 24,653 | (19,756 | ) | 26,114 | 7,730 | |||||||||||||||
| Income (loss) from operations | 90,368 | 66,256 | 43,915 | 176 | 19,118 | (26,327 | ) | 7,401 | 4,190 | |||||||||||||||
| Net income (loss) for the period | 68,898 | 36,860 | 19,057 | (42,020 | ) | 21,554 | (29,392 | ) | 3,369 | 1,100 | ||||||||||||||
| Basic net income (loss) per share | $ | 0.24 | $ | 0.13 | $ | 0.06 | $ | (0.15 | ) | $ | 0.07 | $ | (0.10 | ) | $ | 0.00 | $ | 0.00 | ||||||
| Diluted net income (loss) per share | $ | 0.23 | $ | 0.12 | $ | 0.06 | $ | (0.15 | ) | $ | 0.07 | $ | (0.10 | ) | $ | 0.00 | $ | 0.00 | ||||||
| Adjusted net income (loss) attributable to common shareholders (1) | 23,086 | 29,515 | 39,959 | (2,770 | ) | 20,952 | 388 | 4,646 | 17,743 | |||||||||||||||
| Adjusted basic net income (loss) per share(1) | $ | 0.09 | $ | 0.11 | $ | 0.15 | $ | (0.01 | ) | $ | 0.08 | $ | 0.00 | $ | 0.02 | $ | 0.07 | |||||||
| Cash provided by operating activities | 6,004 | 46,689 | 55,839 | 40,449 | 35,814 | 25,892 | 13,806 | 24,449 | ||||||||||||||||
| EBITDA(1) | 105,625 | 77,780 | 67,635 | 50,412 | 37,681 | (11,716 | ) | 16,424 | 30,787 |
(1) Non-IFRS measure. Refer to section "Non-IFRS Measures" of this MD&A.
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 Q2 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. The reduction in operating cash flow from Q1 2026 to Q2 2026 was impacted by the Company presenting $25.9 million of its cash and cash equivalents as restricted cash as of June 30, 2026.
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.
| 24 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
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 and six months ended June 30, 2026 and 2025.
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| (in thousands of US dollars, except per ounce amounts) | $ | $ | $ | $ | ||||||||
| Production costs | 54,996 | 39,303 | 100,246 | 81,545 | ||||||||
| Costs allocated to by-products | (354 | ) | (169 | ) | (845 | ) | (296 | ) | ||||
| Royalties | 20,348 | 7,785 | 34,893 | 12,380 | ||||||||
| Total cash costs | 74,990 | 46,919 | 134,294 | 93,629 | ||||||||
| Gold ounces sold | 35,247 | 29,287 | 69,428 | 56,281 | ||||||||
| Total cash costs per gold ounce sold ($/oz) | 2,128 | 1,602 | 1,934 | 1,664 | ||||||||
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.
| 25 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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 and six months ended June 30, 2026 and 2025.
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| (in thousands of US dollars, except per ounce amounts) | $ | $ | $ | $ | ||||||||
| Total cash costs (as reconciled above) | 74,990 | 46,919 | 134,294 | 93,629 | ||||||||
| G&A expenses of the AGM (see table below) | 847 | 826 | 1,693 | 1,541 | ||||||||
| Sustaining capital expenditures and capitalized | 7,274 | 12,741 | 21,687 | 26,990 | ||||||||
| stripping costs (see table below) | ||||||||||||
| Reclamation accretion expense | 830 | 723 | 1,628 | 1,410 | ||||||||
| Sustaining lease payments(1) | 3,223 | 4,709 | 8,561 | 8,094 | ||||||||
| All-in sustaining costs | 87,164 | 65,918 | 167,863 | 131,664 | ||||||||
| Gold ounces sold | 35,247 | 29,287 | 69,428 | 56,281 | ||||||||
| All-in sustaining costs per gold ounce sold ($/oz) | 2,473 | 2,251 | 2,418 | 2,339 | ||||||||
(1) Sustaining lease payments for the three and six months ended June 30, 2026 were $3,873 and $9,862, respectively, per the Company's consolidated interim financial statements, which included $28 and $57 of lease payments for corporate office space, respectively, and $622 and $1,244 of non-sustaining lease payments on a mining services contract, respectively.
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 and six months ended June 30, 2026 and 2025.
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Consolidated G&A expenses | 1,539 | 4,625 | 6,542 | 9,343 | ||||||||
| Less: | ||||||||||||
| Corporate G&A expenses | (692 | ) | (3,799 | ) | (4,849 | ) | (7,802 | ) | ||||
| G&A expenses of the AGM | 847 | 826 | 1,693 | 1,541 | ||||||||
| 26 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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 and six months ended June 30, 2026 and 2025.
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| (in thousands of US dollars) | $ | $ | $ | $ | ||||||||
| Additions to MPP&E (note 7 of financial statements) | 84,100 | 30,474 | 115,367 | 62,716 | ||||||||
| Add (less): | ||||||||||||
| Non-sustaining capital expenditures | (29,702 | ) | (13,217 | ) | (50,893 | ) | (21,065 | ) | ||||
| Capital expenditures - corporate | - | (15 | ) | (5 | ) | (21 | ) | |||||
| Non-cash additions related to leases | (43,991 | ) | - | (43,991 | ) | (11,157 | ) | |||||
| Change in accounts payable related to capitalized stripping costs | (3,133 | ) | (4,501 | ) | 1,209 | (3,483 | ) | |||||
| Sustaining capital expenditures | 7,274 | 12,741 | 21,687 | 26,990 | ||||||||
EBITDA and Adjusted EBITDA
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 and six months ended June 30, 2026 and 2025.
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| (in thousands of US dollars ) | $ | $ | $ | $ | ||||||||
| Net income (loss) | 68,898 | 21,554 | 105,758 | (7,838 | ) | |||||||
| Add back (deduct): | ||||||||||||
| Depreciation and depletion expense | 15,635 | 13,083 | 28,047 | 27,508 | ||||||||
| Finance income | (659 | ) | (1,924 | ) | (1,303 | ) | (3,050 | ) | ||||
| Finance expense | 5,918 | 4,629 | 11,641 | 8,624 | ||||||||
| Current income tax expense | 11,336 | 339 | 35,044 | 721 | ||||||||
| Deferred income tax expense | 4,497 | - | 4,218 | - | ||||||||
| EBITDA | 105,625 | 37,681 | 183,405 | 25,965 | ||||||||
| Add back (deduct): | ||||||||||||
| Unrealized (gain) loss on gold hedge derivatives | (27,965 | ) | 3,852 | (13,132 | ) | 35,173 | ||||||
| Non-cash long-term incentive plan compensation | 831 | 701 | 2,115 | 1,608 | ||||||||
| Adjusted EBITDA | 78,491 | 42,234 | 172,388 | 62,746 | ||||||||
| 27 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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 Company's unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2026 and 2025.
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| (in thousands of US dollars, except per s hare amounts ) | $ | $ | $ | $ | ||||||||
| Net income (loss) attributable to common shareholders | 61,877 | 19,326 | 94,568 | (7,480 | ) | |||||||
| Settlement of gold hedges with losses recognized in prior periods (1) | (17,669 | ) | (1,841 | ) | (33,944 | ) | (2,835 | ) | ||||
| Unrealized (gain) loss on gold hedge derivatives (1) | (25,169 | ) | 3,467 | (11,819 | ) | 31,656 | ||||||
| Deferred income tax expense(1) | 4,047 | - | 3,796 | - | ||||||||
| Adjusted net income | 23,086 | 20,952 | 52,601 | 21,341 | ||||||||
| Basic weighted average common shares outstanding | 261,300,578 | 257,734,700 | 260,791,920 | 257,454,965 | ||||||||
| Diluted weighted average common shares outstanding | 269,783,870 | 264,423,547 | 269,698,377 | 257,454,965 | ||||||||
| Adjusted net income per share - basic | $0.09 | $0.08 | $0.20 | $0.08 | ||||||||
| Adjusted net income per share - diluted | $0.09 | $0.08 | $0.20 | $0.08 | ||||||||
(1) Reflects the Company's 90% interest in the AGM.
OUTSTANDING SHARE DATA
As of the date of this MD&A, there were 261,591,764 common shares of the Company issued and outstanding and 9,166,841 stock options outstanding (each exercisable to purchase one common share at exercise prices ranging between C$0.66 and C$4.16 per share). Additionally, there were 3,083,307 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 3,782,807 common shares. The fully diluted outstanding share count at the date of this MD&A is 274,541,412.
| 28 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
RELATED PARTY TRANSACTIONS
As at June 30, 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 and six months ended June 30, 2026, all related party transactions were in the normal course of business, including compensation payments to key management personnel.
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 and six months ended June 30, 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 Company's 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 June 30, 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:
| 29 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
– 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 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 June 30, 2026, the Company's financial instruments consist of cash and cash equivalents, restricted cash, 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, restricted cash 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 and six months ended June 30, 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 and six months ended June 30, 2026 and 2025.
| 30 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 |
As at June 30, 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 June 30, 2026 | $ | $ | $ | $ | ||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents | - | 80,025 | 80,025 | 80,025 | ||||||||
| Restricted cash | - | 25,922 | 25,922 | 25,922 | ||||||||
| Accounts receivable | - | 279 | 279 | 279 | ||||||||
| Marketable securities (1) | 3,457 | - | 3,457 | 3,457 | ||||||||
| Total financial assets | 3,457 | 106,226 | 109,683 | 109,683 | ||||||||
| Financial liabilities: | ||||||||||||
| Accounts payable and accrued liabilities (2) | 9,518 | 80,820 | 90,338 | 90,338 | ||||||||
| Financial liabilities (2) | 37,464 | - | 37,464 | 37,464 | ||||||||
| Lease liabilities | - | 74,579 | 74,579 | 74,579 | ||||||||
| Deferred consideration | - | 29,098 | 29,098 | 29,098 | ||||||||
| Contingent consideration | 29,521 | - | 29,521 | 29,521 | ||||||||
| Total financial liabilities | 76,503 | 184,497 | 261,000 | 261,000 | ||||||||
(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.
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 six months ended June 30, 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.
| 31 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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 Ms. Victoria Addison, P.Eng., Director, Mine Planning of Galiano. Mr. Pettman and Ms. Addison 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;
| 32 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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;
| 33 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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;
| 34 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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 basis; 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.
| 35 |
| GALIANO GOLD INC. Management's Discussion and Analysis For the three and six months ended June 30, 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.
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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 June 30, 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 April 1, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: August 6, 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 June 30, 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 April 1, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: August 6, 2026
/s/ Matthew Freeman
_____________________
Matthew Freeman
Chief Financial Officer
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GALIANO GOLD REPORTS
SECOND QUARTER 2026 RESULTS
Maintains Full-Year 2026 Guidance and Advances Key Growth Priorities at the Asanko Gold Mine
Vancouver, British Columbia, August 6, 2026 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) is pleased to report its second quarter ("Q2") 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.
"We delivered a solid first half of 2026, producing 69,138 ounces of gold achieving the upper end of our indicative first-half production range while maintaining a strong safety performance," said Matt Badylak, Galiano's President and CEO. "Year-to-date AISC remained within our full-year guidance range. With production expected to strengthen in the second half, we remain confident in achieving our 2026 production and AISC guidance."
Matt Badylak continued: "Our focus for the second half is clear: operate safely, deliver our full-year guidance, advance Nkran Cut 3 and continue progressing our exploration programs at Esaase and Abore to support the AGM's next phase of growth."
All financial information contained in this news release is unaudited and reported in United States dollars.
Q2 2026 AND YEAR-TO-DATE HIGHLIGHTS
Safety
- No lost-time injuries ("LTI") nor total recordable injuries (inclusive of LTIs) ("TRI") recorded during Q2 2026. The AGM has achieved 11.0 million hours worked without an LTI, equating to 456 accident-free days, as of June 30, 2026.
- 12‐month rolling LTI and TRI frequency rates as of June 30, 2026 of 0.00 and 0.11 per million hours worked, respectively.
Financial
- Cash and cash equivalents of $80.0 million and restricted cash of $25.9 million as of June 30, 2026 and no debt.
- Generated cash flow from operating activities, before legal restrictions, of $31.9 million during Q2 2026.
- Income from mine operations of $92.8 million during Q2 2026.
- Net income of $0.24 and adjusted net income1 of $0.09 per common share (basic) during Q2 2026.
- Earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $105.6 million and Adjusted EBITDA1 of $78.5 million during Q2 2026.
Mining Operations
- Mined 1.8 million tonnes ("Mt") of ore at an average mined grade of 0.9 grams per tonne ("g/t") gold with a strip ratio of 3.7:1 during Q2 2026. Approximately 77% of mined ore was from the Abore deposit.
__________________________________
1 Non-IFRS measure. Refer to section "Non-IFRS Performance Measures" in this news release.
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Processing
-
1.3 Mt of ore was milled at an average feed grade of 0.9 g/t, with metallurgical recovery averaging 90% during Q2 2026. Mill availability during the quarter was 90% partly due to downtime required to replace a failed ball mill gearbox.
-
Produced 34,391 ounces of gold during the quarter and 69,138 ounces of gold produced year-to-date, in line with the Company's indicative first half production guidance range of between 60,000 ounces to 70,000 ounces.
-
Sold 35,247 ounces of gold during the quarter and 69,428 ounces of gold year-to-date at average prices of $4,432 per ounce ("/oz") and $4,641/oz, respectively, excluding the effect of realized losses on gold hedging instruments.
-
The Company maintains its full-year 2026 production guidance of between 140,000 and 160,000 ounces of gold.
Nkran Cut 3 Development
-
Development of Cut 3 at the Nkran deposit continued with 6.1 Mt of waste mined, an increase of 30% from Q1 2026. Additional mining equipment is expected to be mobilized during Q3 2026, leading to a further acceleration of mining rates at Nkran in the second half of 2026.
-
Capitalized development pre-stripping costs at Nkran Cut 3 of $22.1 million during Q2 2026 and $35.6 million year-to-date.
Costs
-
All-in sustaining costs1 ("AISC") of $2,473/oz for the quarter, a 10% increase compared to Q2 2025 primarily resulting from higher royalties expense under Ghana's new sliding scale royalty framework.
-
Year-to-date AISC1 of $2,418/oz, tracking in line with FY 2026 cost guidance of between $2,300/oz and $2,600/oz
-
The Company maintains its full-year 2026 AISC1 guidance of between $2,300/oz to $2,600/oz.
Exploration
-
Continued drilling programs at Abore and Esaase, with 4,564 meters ("m") and 13,749m completed in Q2 2026, respectively. These drilling programs aim to grow the AGM's Mineral Resources and Mineral Reserves by converting existing open pit Inferred Mineral Resources at Esaase to the Indicated category, and testing extensions of mineralization at Abore 200m below the existing underground Mineral Resource.
-
Drilling results received to date at Esaase have been positive and in line with our expectations, while drilling at Abore intersected mineralization up to 180m below the existing underground Mineral Resource and infill drilling has demonstrated improved continuity across key mineralized zones.
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Conference Call and Webcast
Management will host a conference call and webcast to review and discuss the results of Q2 2026 at 10:30am ET (7:30am PT) on August 7, 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/14753 |
| Local | Toronto: 1-647-932-3411 |
| North American toll-free | 1-800-715-9871 |
| Conference ID | 9798035 |
| Conference Replay | |
| URL | https://www.gowebcasting.com/14753 |
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SUMMARY OF QUARTERLY OPERATIONAL AND FINANCIAL HIGHLIGHTS
| Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | |
| Health and Safety | |||||
| LTIs(1) | - | - | - | - | - |
| TRIs(1) | - | - | - | 1 | - |
| 12-month rolling LTI frequency rate | 0.00 | 0.00 | 0.24 | 0.39 | 0.42 |
| 12-month rolling TRI frequency rate | 0.11 | 0.11 | 0.48 | 0.90 | 0.97 |
| Mining Operations | |||||
| Ore mined ('000t) | 1,751 | 1,521 | 1,575 | 1,605 | 1,365 |
| Waste mined ('000t) | 6,529 | 9,084 | 8,337 | 9,067 | 8,101 |
| Strip ratio (waste-to-ore) | 3.7 | 6.0 | 5.3 | 5.7 | 5.9 |
| Average gold grade mined (g/t) | 0.9 | 0.9 | 0.9 | 0.8 | 0.8 |
| Mining costs ($/t mined) | 4.56 | 3.73 | 3.94 | 3.38 | 3.59 |
| Ore tonnes trucked ('000 t) | 1,192 | 1,163 | 1,069 | 1,288 | 1,030 |
| Ore transportation costs ($/t trucked) | 4.96 | 4.42 | 4.45 | 4.35 | 4.49 |
| Processing | |||||
| Ore milled ('000t) | 1,255 | 1,305 | 1,369 | 1,283 | 1,193 |
| Average mill head grade (g/t) | 0.9 | 0.9 | 1.0 | 0.9 | 0.8 |
| Average recovery rate (%) | 90 | 90 | 91 | 91 | 89 |
| Processing costs ($/t milled) | 14.05 | 12.79 | 12.13 | 12.57 | 12.89 |
| General and administrative costs ($/t milled) | 8.48 | 7.04 | 7.58 | 6.62 | 6.24 |
| Gold produced (oz) | 34,391 | 34,747 | 37,574 | 32,533 | 30,350 |
| Development Stripping - Nkran Cut 3 | |||||
| Waste mined ('000t) | 6,113 | 4,707 | 4,324 | 3,426 | 1,723 |
| Mining costs ($/t mined) | 3.58 | 2.85 | 2.48 | 3.29 | 4.00 |
| Development capitalized stripping costs ($m) | 22.1 | 13.5 | 11.1 | 12.0 | 6.9 |
| Capital Expenditures | |||||
| Sustaining capital ($m) | 2.0 | 3.6 | 4.4 | 4.2 | 2.2 |
| Development capital ($m) | 2.4 | 3.4 | 0.7 | 2.9 | 4.9 |
| Sustaining capitalized stripping costs ($m) | 8.5 | 6.4 | 11.7 | 11.9 | 15.1 |
| Financial, Costs and Cash Flow | |||||
| Revenue ($m) | 156.6 | 166.5 | 159.7 | 114.2 | 97.3 |
| Gold sold (oz) | 35,247 | 34,181 | 38,276 | 32,577 | 29,287 |
| Average gold sales price - gross ($/oz)(2) | 4,432 | 4,857 | 4,164 | 3,501 | 3,317 |
| Average gold sales price - net ($/oz)(3) | 3,853 | 4,122 | 3,744 | 3,099 | 2,951 |
| AISC ($/oz sold)(4) | 2,473 | 2,361 | 2,033 | 2,283 | 2,251 |
| Income from mine operations ($m) | 92.8 | 72.5 | 51.1 | 10.0 | 24.7 |
| Adjusted net income (loss) ($m)(4) | 23.1 | 29.5 | 40.0 | (2.8) | 21.0 |
| Adjusted EBITDA ($m)(4) | 78.5 | 93.9 | 85.5 | 37.8 | 42.2 |
| Cash flow from operating activities ($m) | 6.0 | 46.7 | 55.8 | 40.4 | 35.8 |
(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.
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Mining
- Mined 1.4 Mt of ore at the Abore deposit at an average grade of 1.0 g/t gold and a strip ratio of 3.7:1. Mined grades were largely in line with Q1 2026, while the strip ratio decreased as Abore transitioned into a lower waste phase as future ore benches have been exposed.
-
Mined 0.3 Mt of ore at the Esaase deposit at an average grade of 0.7 g/t gold and a strip ratio of 4.8:1. Mined ore and grades were consistent with Q1 2026, while the strip ratio improved from 5.9:1.
-
Mining costs per tonne at Abore and Esaase averaged $4.56 per tonne ("/t") in Q2 2026, compared to $3.59/t in Q2 2025. The 27% increase in mining costs per tonne in Q2 2026 was attributable to 13% fewer tonnes mined, which increased fixed mining costs on a per tonne basis, higher drill and blast costs resulting from mining a higher proportion of fresh rock at Abore, and higher diesel prices.
Processing
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The AGM produced 34,391 ounces of gold during Q2 2026, consistent with Q1 2026 gold production, 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%.
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Mill throughput in Q2 2026 was 4% lower than Q1 2026 due to ongoing maintenance of the pitman arm on the primary crusher, which is expected to be completed in Q3 2026, and downtime required to replace a failed ball mill gearbox.
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Approximately 79% of the mill feed was sourced from mined ore at Abore, with the remainder of mill feed primarily from the Esaase deposit.
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Processing costs per tonne for Q2 2026 was $14.05, a 9% increase from Q2 2025. The increase in processing costs per tonne was largely driven by higher maintenance costs on the primary crusher and ball mill in Q2 2026.
Costs
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AISC1 for Q2 2026 was $2,473/oz, compared to $2,251/oz in Q2 2025. The increase in AlSC1 resulted from a $12.6 million increase in royalties, partly offset by a 20% increase in gold ounces sold in Q2 2026.
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Relative to Q1 2026, AISC1 increased by 5% in Q2 2026 due to a $5.8 million increase in royalties resulting from Ghana's new sliding scale royalty.
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For the six months ended June 30, 2026, reported AISC1 was $2,418/oz, tracking in line with full-year 2026 cost guidance of between $2,300/oz and $2,600/oz.
Nkran Cut 3
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Nkran Cut 3 waste stripping continued during the quarter with 6.1 Mt of waste rock mined during Q2 2026, an increase of 30% from Q1 2026, supported by the mobilization of additional mining equipment during the quarter.
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Mining costs per tonne at Nkran was $3.58 for Q2 2026, compared to $4.00/t in Q2 2025. The decrease in mining costs per tonne was attributable to higher tonnes mined, partly offset by longer haul distances and higher diesel prices.
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Nkran Cut 3 development capitalized stripping costs totaled $22.1 million during Q2 2026. Waste stripping volumes are expected to continue rising following the mobilization of additional mining equipment in Q3 2026.
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Capital Expenditures
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Sustaining capital expenditures totaled $2.0 million during Q2 2026, consistent with expenditures in Q2 2025. Sustaining capital expenditures in Q2 2026 primarily related to a tailings facility expansion.
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Development capital expenditures during Q2 2026 totaled $2.4 million, approximately 50% lower than Q2 2025 due to the comparative period including costs associated with completing the secondary crushing circuit at the processing plant. Development capital expenditures in Q2 2026 related mainly to costs of relocating villages near the AGM's operations.
Exploration
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An infill drilling program is underway at Esaase 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. The 33,700m program was approximately 48% complete as of June 30, 2026, with 16,250m drilled. Seven drill rigs are now mobilized, and completion of the program has been prioritized for Q3 2026. Initial results have been positive and in line with expectations. Upon completion, the program results are expected to be included in the AGM's 2027 Mineral Resource and Mineral Reserve update planned for Q1 2027.
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Drilling continued at Abore during the quarter with 4,564m completed. The program is designed to expand the underground Mineral Resource through step out drilling to at least 200m below the existing Mineral Resource. Drilling progressed more slowly at Abore during the quarter as drill rigs were repositioned to prioritize the Esaase drill program and is planned to continue in Q3 2026 once the Esaase program is completed. As of June 30, 2026, 16,142m of a planned 32,000m of diamond drilling for 2026 has been completed at Abore. Results from the first 14,500m of drilling were released in Q2 2026 (refer to the Company's news release dated May 11, 2026), which have demonstrated that mineralization extends up to 180m below the existing underground Mineral Resource. Furthermore, infill drilling has demonstrated improved continuity across key mineralized zones that currently sit outside the existing Mineral Resource.
Balance Sheet
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As of June 30, 2026, the Company maintained a strong cash position of $105.9 million, including cash and cash equivalents and restricted cash, and no debt.
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On June 22, 2026, the Company's operating subsidiary Asanko Gold Ghana Ltd. ("AGGL") received a garnishee order from a court in Ghana in the amount of $25.9 million, which impacts AGGL's ability to withdraw these funds on demand. The garnishee order was in connection with an arbitrator's award related to a pre-existing legal claim by a former services provider. The Company, having taken Ghanaian legal advice, believes the garnishee order was issued in violation of a subsisting order previously granted by a High Court in Ghana, which prevented the service provider from collecting payment while AGGL's appeal of the arbitrator's original award of $13.0 million worked through the judicial process. Additionally, the Company believes the interest claimed in the garnishee order is erroneous. The Company is confident in a timely positive resolution to the matter; however, until such time that the garnishee order is set aside, $25.9 million of the Company's consolidated cash balance has been presented as restricted cash in the Statement of Financial Position.
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CONSOLIDATED FINANCIAL HIGHLIGHTS FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025
| Three months ended June 30, | ||||||
| (All amounts in 000's of US dollars, except per share amounts) | 2026 | 2025 | ||||
| Gross revenue | 156,568 | 97,304 | ||||
| Income from mine operations | 92,798 | 24,653 | ||||
| Net income attributable to common shareholders | 61,877 | 19,326 | ||||
| Net income per share attributable to common shareholders - basic | 0.24 | 0.07 | ||||
| Adjusted net income attributable to common shareholders (1) | 23,086 | 20,952 | ||||
| Adjusted net income per share attributable to common shareholders (1) | 0.09 | 0.08 | ||||
| EBITDA | 105,625 | 37,681 | ||||
| Adjusted EBITDA(1) | 78,491 | 42,234 | ||||
| Cash and cash equivalents | 80,025 | 114,681 | ||||
| Restricted cash | 25,922 | - | ||||
| Cash flow generated from operating activities, before legal restrictions | 31,926 | 35,814 | ||||
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The Company sold 35,247 ounces of gold in Q2 2026 at an average gold price of $4,432/oz, before the effect of realized hedging losses, generating gross revenue of $156.6 million. The increase in revenue from the comparative period reflected a 34% increase in average gold sales prices and a 20% increase in gold ounces sold. The average gold sales price, including the effect of realized gold hedging losses, for Q2 2026 amounted to $3,853/oz.
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Income from mine operations for Q2 2026 totaled $92.8 million, compared to $24.7 million in Q2 2025. The increase was primarily due to higher revenue as described above. This was partly offset by higher royalties expense in Q2 2026 resulting from higher gold revenue and the introduction of a sliding scale royalty by the Government of Ghana, which took effect on March 10, 2026.
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The Company reported net income attributable to common shareholders of $61.9 million in Q2 2026, or $0.24 per common share, compared to net income of $19.3 million, or $0.07 per common share, in Q2 2025. The increase in net income was primarily due to higher recorded revenues, partly offset by higher royalties and income taxes.
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Reported Adjusted EBITDA1 of $78.5 million in Q2 2026, compared to $42.2 million in Q2 2025. The increase in Adjusted EBITDA1 was driven by higher revenues, partly offset by higher royalties, as described above.
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The Company generated $31.9 million of cash flow from operating activities, before legal restrictions, during Q2 2026, compared to $35.8 million in Q2 2025. The decrease primarily reflected increased working capital requirements associated with ore stockpiles and value added tax receivables, together with higher income taxes paid, which were partly offset by higher average gold sales prices and gold ounces sold.
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CONSOLIDATED FINANCIAL HIGHLIGHTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| Six months ended June 30, | ||||||
| (All amounts in 000's of US dollars, except per share amounts) | 2026 | 2025 | ||||
| Gross revenue | 323,092 | 173,894 | ||||
| Income from mi ne operati ons | 165,251 | 4,897 | ||||
| Net income (loss) attributable to common shareholders | 94,568 | (7,480 | ) | |||
| Net income (loss) per share attributable to common shareholders - basic | 0.36 | (0.03 | ) | |||
| Adjusted net income attributable to common shareholders (1) | 52,601 | 21,341 | ||||
| Adjusted net income per share attributable to common shareholders (1) | 0.20 | 0.08 | ||||
| EBITDA | 183,405 | 25,965 | ||||
| Adjusted EBITDA(1) | 172,388 | 62,746 | ||||
| Cash and cash equivalents | 80,025 | 114,681 | ||||
| Restri cted cash | 25,922 | - | ||||
| Cash flow generated from operating activities, before legal restrictions | 78,615 | 61,706 | ||||
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The Company sold 69,428 ounces of gold during the six months ended June 30, 2026 at an average gold price of $4,641/oz, before the effect of realized hedging losses, generating gross revenue of $323.1 million. The increase in revenue from the comparative period was due to a 50% increase in average gold sales prices and a 23% increase in gold ounces sold. The average gold sales price, including the effect of realized gold hedging losses, for the six months ended June 30, 2026, amounted to $3,985/oz.
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Income from mine operations for the six months ended June 30, 2026, totaled $165.3 million, compared to $4.9 million in the comparative period of 2025. The increase was primarily due to higher revenue as described above. This was partly offset by higher royalties expense in 2026 resulting from higher gold revenue and the introduction of a sliding scale royalty regime by the Government of Ghana.
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The Company reported net income attributable to common shareholders of $94.6 million for the six months ended June 30, 2026, or $0.36 per common share, compared to a net loss of $7.5 million, or a loss of $0.03 per common share, in the comparative period of 2025. The increase in net income was primarily due to higher recorded revenues, partly offset by higher royalties and income taxes.
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Reported Adjusted EBITDA1 of $172.4 million during the six months ended June 30, 2026, compared to $62.7 million in the comparative period of 2025. The increase in Adjusted EBITDA1 was driven by higher revenues, partly offset by higher royalties, as described above.
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The Company generated $78.6 million of cash flow from operating activities, before legal restrictions, during the six months ended June 30, 2026, compared to $61.7 million in the comparative period of 2025. The increase in operating cash flow benefited from higher average gold sales prices and gold ounces sold, partly offset by higher royalties and income taxes paid.
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This news release should be read in conjunction with Galiano's Management's Discussion and Analysis and the |
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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
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 Ms. Victoria Addison, P.Eng., Director, Mine Planning of Galiano. Mr. Pettman and Ms. Addison are "Qualified Persons" as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects.
About Galiano Gold Inc.
Galiano is a Canadian-based gold producer focused on the operation, exploration and growth of the Asanko Gold Mine in Ghana, West Africa. The Company is committed to creating long-term value for its stakeholders through responsible mining and strong partnerships, supported by disciplined execution and the prudent deployment of its financial resources. Galiano maintains high standards of environmental stewardship, social responsibility, and the health and safety of its employees, business partners and neighbouring communities. The Company's shares trade on the TSX and NYSE American under the symbol "GAU." For more information, please visit www.galianogold.com.
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Contact Information
Kathy Li
Vice President, Investor Relations
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, including the mobilization of additional mining equipment; anticipated production and cost guidance, including expectations related to production in the second half of 2026; expectations regarding the lifting of the garnishee order; 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.
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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.
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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.
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