Galiano Gold Inc 6-K, filed May 14, 2026
Galiano Gold Inc. (GAU)
About this 6-K
Galiano Gold Inc filed this 6-K on May 14, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File No. 001-33580
GALIANO GOLD INC.
(Translation of registrant's name into English)
Suite 1640, 1066 West Hastings Street
Vancouver, British Columbia, V6E 3X1, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
SUBMITTED HEREWITH
Exhibits 99.1 and 99.2 included with this report are hereby incorporated by reference as exhibits to the registrant's registration statement on Form F-10 (File No. 333-288285) (the "Registration Statement"), and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GALIANO GOLD INC.
/s/ Matthew Freeman
________________________________
Matthew Freeman
Chief Financial Officer
Date: May 13, 2026
Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited, expressed in thousands of United States dollars, unless otherwise stated)
TABLE OF CONTENTS
GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
AS AT MARCH 31, 2026 AND DECEMBER 31, 2025
(In thousands of United States dollars)
| March 31, 2026 | December 31, 2025 | ||||||
| Note | $ | $ | |||||
| Assets | |||||||
| Current assets | |||||||
| Cash and cash equivalents | 4 | 114,936 | 108,327 | ||||
| Accounts receivable | 189 | 71 | |||||
| Inventories | 5 | 86,740 | 70,802 | ||||
| Value added tax receivables | 23,769 | 10,808 | |||||
| Prepaid expenses and other | 6 | 12,726 | 12,175 | ||||
| 238,360 | 202,183 | ||||||
| Non-current assets | |||||||
| Mineral properties, plant and equipment | 7 | 404,710 | 388,609 | ||||
| Other non-current assets | 9, 12(b) | 8,155 | 8,259 | ||||
| 412,865 | 396,868 | ||||||
| Total assets | 651,225 | 599,051 | |||||
| Liabilities | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities | 8 | 90,435 | 87,053 | ||||
| Income taxes payable | 21 | 19,909 | 4,167 | ||||
| Financial liabilities | 23 | 85,061 | 77,317 | ||||
| Lease liabilities | 10 | 15,911 | 16,806 | ||||
| Deferred consideration | 11(a) | 28,662 | 28,242 | ||||
| Provisions | 12(a) | 6,995 | 6,995 | ||||
| 246,973 | 220,580 | ||||||
| Non-current liabilities | |||||||
| Lease liabilities | 10 | 16,432 | 20,269 | ||||
| Contingent consideration | 11(b),(c) | 27,977 | 26,308 | ||||
| Asset retirement provisions | 12(b) | 75,694 | 75,732 | ||||
| Deferred tax liabilities | 21 | 22,745 | 23,024 | ||||
| Other non-current liabilities | 23 | - | 11,480 | ||||
| 142,848 | 156,813 | ||||||
| Total liabilities | 389,821 | 377,393 | |||||
| Equity | |||||||
| Common shareholders ' equity | |||||||
| Share capital | 621,595 | 619,311 | |||||
| Equity reserves | 55,132 | 54,530 | |||||
| Accumulated deficit | (422,294 | ) | (454,985 | ) | |||
| Total common shareholders' equity | 254,433 | 218,856 | |||||
| Non-controlling interest | 15 | 6,971 | 2,802 | ||||
| Total equity | 261,404 | 221,658 | |||||
| Total liabilities and equity | 651,225 | 599,051 | |||||
| Commitments and contingencies | 23 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements .
Approved on behalf of the Board of Directors:
| "Matt Badylak" | "Greg Martin" |
| Director | Director |
GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(In thousands of United States dollars , except share and per share amounts )
| Three months ended | |||||||
| March 31, 2026 | March 31, 2025 | ||||||
| Note | $ | $ | |||||
| Revenue | 16 | 166,524 | 76,590 | ||||
| Realized and unrealized losses on gold hedges (1) | 16, 25(b) | (21,896 | ) | (35,116 | ) | ||
| Net revenue | 144,628 | 41,474 | |||||
| Cost of sales: | |||||||
| Production costs | 17 | (45,250 | ) | (42,242 | ) | ||
| Depreciation and depletion | 7 | (12,380 | ) | (14,393 | ) | ||
| Royalties | 18 | (14,545 | ) | (4,595 | ) | ||
| Total cost of sales | (72,175 | ) | (61,230 | ) | |||
| Income (loss) from mine operations | 72,453 | (19,756 | ) | ||||
| General and administrative expenses | 19 | (5,475 | ) | (5,100 | ) | ||
| Exploration and evaluation expenditures | (722 | ) | (1,471 | ) | |||
| Income (loss) from operations | 66,256 | (26,327 | ) | ||||
| Finance income | 644 | 1,126 | |||||
| Finance expense(1) | 20 | (5,723 | ) | (3,995 | ) | ||
| Foreign exchange loss | (1,360 | ) | (196 | ) | |||
| Income (loss) before taxes | 59,817 | (29,392 | ) | ||||
| Current income tax expense | 21 | (23,236 | ) | - | |||
| Deferred income tax recovery | 21 | 279 | - | ||||
| Net income (loss) and comprehensive income (loss) for the period | 36,860 | (29,392 | ) | ||||
| Net income (loss) attributable to: | |||||||
| Common shareholders of the Company | 32,691 | (26,806 | ) | ||||
| Non-controlling interest | 15 | 4,169 | (2,586 | ) | |||
| Net income (loss) for the period | 36,860 | (29,392 | ) | ||||
| Weighted average number of shares outstanding: | |||||||
| Basic | 260,277,611 | 257,172,124 | |||||
| Diluted | 22 | 269,732,725 | 257,172,124 | ||||
| Net income (loss) per share attributable to common shareholders : | |||||||
| Basic | 0.13 | (0.10 | ) | ||||
| Diluted | 0.12 | (0.10 | ) | ||||
(1) March 31, 2025 figures have been restated as a res ult of changes to the presentation of realized and unrealized losses on gold hedge derivative instruments . For more information on this change in accounting policy, refer to note 16 of these interim financial statements and note 3(n) of the Company's audited consolidated annual financial statements for the year ended December 31, 2025.
The accompanying notes form an integral part of these condensed consolidated interim financial statements .
GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(In thousands of Uni ted States dollars, except for number of common shares)
| Number of | Non- | ||||||||||||||||||
| common | Share | Equity | Accumulated | controlling | Total | ||||||||||||||
| shares | capital | reserves | deficit | interest | equity | ||||||||||||||
| Note | $ | $ | $ | $ | $ | ||||||||||||||
| Balance as at December 31, 2024 | 257,077,946 | 616,203 | 52,948 | (425,695 | ) | 4,313 | 247,769 | ||||||||||||
| Issuance of common shares: | |||||||||||||||||||
| Exercise of stock options | 14(a) | 311,500 | 339 | (101 | ) | - | - | 238 | |||||||||||
| Share-based compensation expense | 14(e) | - | - | 907 | - | - | 907 | ||||||||||||
| Net loss and comprehensive loss for the period | - | - | - | (26,806 | ) | (2,586 | ) | (29,392 | ) | ||||||||||
| Balance as at March 31, 2025 | 257,389,446 | 616,542 | 53,754 | (452,501 | ) | 1,727 | 219,522 | ||||||||||||
| Balance as at January 1, 2026 | 259,790,437 | 619,311 | 54,530 | (454,985 | ) | 2,802 | 221,658 | ||||||||||||
| Issuance of common shares: | |||||||||||||||||||
| Exercise of stock options, net of issuance costs | 14(a) | 1,286,331 | 1,951 | (596 | ) | - | - | 1,355 | |||||||||||
| Equity-settled long-term incentive plan awards | 14(b) | 136,996 | 333 | (86 | ) | - | - | 247 | |||||||||||
| Share-based compensation expense | 14(e) | - | - | 1,284 | - | - | 1,284 | ||||||||||||
| Net income and comprehensive income for the period | - | - | - | 32,691 | 4,169 | 36,860 | |||||||||||||
| Balance as at March 31, 2026 | 261,213,764 | 621,595 | 55,132 | (422,294 | ) | 6,971 | 261,404 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements .
GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(In thousands of United States dollars)
| Three months ended | |||||||
| March 31, 2026 | March 31, 2025 | ||||||
| Note | $ | $ | |||||
| Operating activities: | |||||||
| Net income (loss) for the period | 36,860 | (29,392 | ) | ||||
| Adjustments for: | |||||||
| Depreciation and depletion | 7,19 | 12,412 | 14,425 | ||||
| Share-based compensation | 14(e) | 1,384 | 1,136 | ||||
| Finance income | (589 | ) | (1,126 | ) | |||
| Finance expense | 20 | 5,723 | 3,995 | ||||
| Net unrealized (gain) loss on gold hedge derivative instruments | 16 | (3,250 | ) | 30,216 | |||
| Unrealized foreign exchange loss | 480 | 316 | |||||
| Current income tax expense | 21 | 23,236 | - | ||||
| Income taxes paid | 21 | (7,495 | ) | - | |||
| Deferred income tax recovery | 21 | (279 | ) | - | |||
| Operating cash flow before working capital changes | 68,482 | 19,570 | |||||
| Change in working capital | 24 | (21,793 | ) | 6,322 | |||
| Cash provided by operating activities | 46,689 | 25,892 | |||||
| Investing activities: | (35,610 | ) | |||||
| Expenditures on mineral properties, plant and equipment | 7 | (22,104 | ) | ||||
| Interest received | 553 | 964 | |||||
| Purchase of marketable securities | (68 | ) | (473 | ) | |||
| Sale of marketable securities | 66 | - | |||||
| Cash used in investing activities | (35,059 | ) | (21,613 | ) | |||
| Financing activities: | (5,989 | ) | |||||
| Lease liability payments | 10 | (3,604 | ) | ||||
| Shares issued for cash on exercise of stock options, net of costs | 14(a) | 1,256 | 238 | ||||
| Revolving credit facility related costs | 9 | (113 | ) | - | |||
| Cash used in financing activities | (4,846 | ) | (3,366 | ) | |||
| Impact of foreign exchange on cash and cash equivalents | (175 | ) | (307 | ) | |||
| Net increase in cash and cash equivalents during the period | 6,609 | 606 | |||||
| Cash and cash equivalents, beginning of period | 108,327 | 105,775 | |||||
| Cash and cash equivalents, end of period | 114,936 | 106,381 | |||||
| Supplemental cash flow information | 24 | ||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
1. Nature of operations
Galiano Gold Inc. ("Galiano" or the "Company") was incorporated on September 23, 1999 under the Business Corporations Act of British Columbia, Canada. The Company's head office and principal address is located at 1640 - 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1, Canada. The Company's registered and records office is located at Suite 3500, 1133 Melville Street, Vancouver, V6E 4E5. The Company's common shares trade on the Toronto Stock Exchange and NYSE American Exchange under the ticker symbol "GAU".
The Company's principal business activity is the operation of the Asanko Gold Mine ("AGM"), of which the Company owns 90% and the Government of Ghana holds a 10% free-carried interest (non-controlling interest). The AGM consists of four main open-pit mining areas: Abore, Nkran, Esaase and Miradani North, multiple satellite deposits and exploration projects located on the Asankrangwa Gold Belt in the Amansie West District of the Republic of Ghana ("Ghana"), West Africa.
2. Basis of presentation
(a) Statement of compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee. These condensed consolidated interim financial statements do not include all of the necessary annual disclosures in accordance with IFRS and should be read in conjunction with the Company's audited consolidated annual financial statements for the year ended December 31, 2025.
These condensed consolidated interim financial statements were authorized for issue and approved by the Company's Board of Directors on May 13, 2026.
The accounting policies followed by the Company in these condensed consolidated interim financial statements are the same as those applied in the Company's audited consolidated annual financial statements for the year ended December 31, 2025.
(b) Basis of presentation and consolidation
These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments carried at fair value.
All amounts are expressed in thousands of United States dollars, unless otherwise stated, and the United States dollar is the functional currency of the Company and each of its subsidiaries. References to C$ are to Canadian dollars.
Certain comparative period financial information has been restated to conform to the current period presentation.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
2. Basis of presentation (continued)
(b) Basis of presentation and consolidation (continued)
These condensed consolidated interim financial statements incorporate the financial information of the Company and its subsidiaries as at March 31, 2026. Subsidiaries are entities controlled by the Company. Control exists when the Company has power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
All significant intercompany amounts and transactions between the Company and its subsidiaries have been eliminated on consolidation.
There have been no material changes in the Company's subsidiaries from those disclosed in the audited consolidated annual financial statements for the year ended December 31, 2025.
(c) Accounting standards adopted during the period
IFRS 7 and 9
In May 2024, the IASB issued amendments to the classification and measurement of financial instruments (IFRS 7 and IFRS 9), which included clarification that a financial liability is derecognized on the 'settlement date'; an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met; clarification on how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance‐linked features; and requires additional disclosures under IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event. The amendments to IFRS 7 and IFRS 9 are effective for annual reporting periods beginning on or after January 1, 2026. The amendments to IFRS 7 and IFRS 9 had no material impact on the Company's consolidated financial statements.
(d) Accounting standards and amendments issued but not yet adopted
The following standards and interpretations, which may be applicable to the Company, have been issued but are not yet effective as of March 31, 2026:
IFRS 18
On April 9, 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, a new standard on presentation and disclosure in financial statements with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but may change what an entity reports as its 'operating profit or loss'. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. The Company is currently evaluating how the detailed implications of applying IFRS 18 will impact the disclosures in its consolidated financial statements in future periods. Preliminarily, the Company has identified the following potential impacts, which are not exhaustive, of applying IFRS 18 on its consolidated financial statements:
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
2. Basis of presentation (continued)
(d) Accounting standards and amendments issued but not yet adopted (continued)
IFRS 18 (continued)
– Items of income or expense may be grouped differently resulting in new subtotals or line items in the Statement of Operations and Comprehensive Income (Loss).
– There will be new disclosures for management-defined performance measures (“MPM”). An MPM has been defined as a subtotal of income and expenses that is used in communications outside of the financial statements to highlight a particular aspect of overall financial performance. Based on an initial review of the Company’s communications outside of the financial statements, the following financial performance measures, which is not exhaustive, may meet the definition of an MPM: adjusted net income; earnings before interest, taxes, depreciation, and amortization (“EBITDA”); and adjusted EBITDA.
3. Significant accounting judgements and estimates
The preparation of financial statements, in conformity with IFRS, requires management to make judgements, estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in these condensed consolidated interim financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows.
The Company's significant accounting judgements and estimates are unchanged as compared to those presented in note 5 of the Company's audited consolidated annual financial statements for the year ended December 31, 2025.
4. Cash and cash equivalents
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Cash held in banks | 107,264 | 98,799 | ||||
| Short-term investments | 7,672 | 9,528 | ||||
| Cash and cash equivalents | 114,936 | 108,327 |
5. Inventories
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Gold dore on hand | 1,535 | 469 | ||||
| Gold-in-process | 5,938 | 3,880 | ||||
| Ore stockpiles | 62,551 | 49,361 | ||||
| Supplies | 16,716 | 17,092 | ||||
| Total inventories | 86,740 | 70,802 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
6. Prepaid expenses and other
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Prepaid expenses | 8,837 | 7,649 | ||||
| Marketable securities | 3,889 | 4,526 | ||||
| Total prepaid expenses and other | 12,726 | 12,175 |
7. Mineral properties, plant and equipment ("MPP&E")
| Exploration | Plant, | ||||||||||||||||||||
| and | buildings | Assets | |||||||||||||||||||
| Mineral | evaluation | and | Right-of- | under | Corporate | ||||||||||||||||
| properties | assets | equipment | use assets | construction | assets | Total | |||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||
| Cost | |||||||||||||||||||||
| As at January 1, 2025 | 108,004 | 3,964 | 195,002 | 47,615 | 1,784 | 515 | 356,884 | ||||||||||||||
| Additions | 106,197 | - | 1,260 | 11,157 | 8,818 | 76 | 127,508 | ||||||||||||||
| Change in asset retirement provisions (note 12(b)) | 6,992 | - | - | - | - | - | 6,992 | ||||||||||||||
| Transfers | - | - | 8,677 | - | (8,677 | ) | - | - | |||||||||||||
| As at December 31, 2025 | 221,193 | 3,964 | 204,939 | 58,772 | 1,925 | 591 | 491,384 | ||||||||||||||
| Additions | 29,734 | - | 739 | - | 789 | 5 | 31,267 | ||||||||||||||
| Change in asset retirement provisions (note 12(b)) | (789 | ) | - | - | - | - | - | (789 | ) | ||||||||||||
| Transfers | - | - | 259 | - | (259 | ) | - | - | |||||||||||||
| As at March 31, 2026 | 250,138 | 3,964 | 205,937 | 58,772 | 2,455 | 596 | 521,862 | ||||||||||||||
| Accumulated depreciation and depletion | |||||||||||||||||||||
| As at January 1, 2025 | (9,970 | ) | - | (5,672 | ) | (11,339 | ) | - | (474 | ) | (27,455 | ) | |||||||||
| Depreciation and depletion expense | (50,099 | ) | - | (9,281 | ) | (15,915 | ) | - | (25 | ) | (75,320 | ) | |||||||||
| As at December 31, 2025 | (60,069 | ) | - | (14,953 | ) | (27,254 | ) | - | (499 | ) | (102,775 | ) | |||||||||
| Depreciation and depletion expense | (9,684 | ) | - | (1,173 | ) | (3,511 | ) | - | (9 | ) | (14,377 | ) | |||||||||
| As at March 31, 2026 | (69,753 | ) | - | (16,126 | ) | (30,765 | ) | - | (508 | ) | (117,152 | ) | |||||||||
| Net book value: | |||||||||||||||||||||
| As at December 31, 2025 | 161,124 | 3,964 | 189,986 | 31,518 | 1,925 | 92 | 388,609 | ||||||||||||||
| As at March 31, 2026 | 180,385 | 3,964 | 189,811 | 28,007 | 2,455 | 88 | 404,710 |
During the three months ended March 31, 2026, additions to mineral properties included capitalized stripping costs at the Abore and Esaase deposits of $6.4 million (three months ended March 31, 2025 - $11.9 million) and $13.5 million of pre‐stripping costs at the Nkran deposit (three months ended March 31, 2025 - $3.2 million).
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
7. Mineral properties, plant and equipment ("MPP&E")
During the three months ended March 31, 2026, depreciation and depletion expense recognized in the Statement of Operations and Comprehensive Income (Loss) included a credit of $2.0 million to depreciation expense, which was capitalized to inventories (three months ended March 31, 2025 - $1.3 million).
Refer to note 19 for depreciation expense on corporate fixed assets, which is recorded within general and administrative expenses. Refer to note 9 for details of the revolving credit facility, which is secured by a first priority charge against AGGL's assets, including mineral properties, plant and equipment.
8. Accounts payable and accrued liabilities
The Company's accounts payable and accrued liabilities are primarily comprised of amounts outstanding for purchases relating to mining operations, exploration and evaluation activities, and corporate expenses. The normal credit period for supplier payables is typically between 30 to 90 days. Accounts payable and accrued liabilities are comprised of the following items:
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Supplier payables | 20,097 | 22,226 | ||||
| Accrued liabilities | 37,674 | 36,737 | ||||
| Royalties, mineral rights fees and withholding taxes | 18,799 | 14,510 | ||||
| Current portion of long-term incentive plan liabilities (note 14) | 13,865 | 13,580 | ||||
| Total accounts payable and accrued liabilities | 90,435 | 87,053 |
9. Revolving credit facility
On December 19, 2025, the Company's subsidiary AGGL entered into a revolving credit facility (the "RCF") with FirstRand Bank Limited, acting through its Rand Merchant Bank division. The RCF has a 4-year term and floating interest rate based on the Secured Overnight Financing Rate (SOFR) plus a margin of 3.95% per annum, while the undrawn portion of the RCF is subject to a standby fee of 1.38% per annum.
The RCF is guaranteed by certain subsidiaries of the Company and is also secured by a first priority charge against AGGL's assets, and a first priority share pledge of certain of the Company's subsidiaries. Additionally, the RCF includes certain financial covenants to be tested semi-annually, as disclosed in the Company's consolidated annual financial statements for the year ended December 31, 2025. As of March 31, 2026, the Company had not drawn on the RCF and was in full compliance with all covenants.
The Company was required to deposit $0.9 million of cash into a reserve account in connection with closing the RCF. This cash is restricted until the term of the RCF expires and has been presented within other non-current assets in the Statement of Financial Position.
Capitalized costs associated with finalizing the RCF agreement are presented within prepaid expenses and other non-current assets in the Statement of Financial Position.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
10. Lease liabilities
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 37,075 | 38,872 | ||||
| Leases entered into during the period (note 7) | - | 11,157 | ||||
| Lease payments | (5,989 | ) | (19,265 | ) | ||
| Interest expense (note 20) | 1,257 | 6,311 | ||||
| Total lease liabilities, end of period | 32,343 | 37,075 | ||||
| Less: current portion of lease liabilities | (15,911 | ) | (16,806 | ) | ||
| Total non-current portion of lease liabilities | 16,432 | 20,269 |
During the three months ended March 31, 2026, the Company incurred $37.5 million relating to variable lease payments under mining services contracts and other mining related contracts, which have not been included in the measurement of lease liabilities (three months ended March 31, 2025 - $25.2 million).
11. Deferred and contingent consideration
On March 4, 2024, the Company acquired Gold Fields Limited's ("Gold Fields") 45% interest in the AGM ('the Acquisition"). In accordance with the Acquisition agreement, certain consideration payable to Gold Fields is deferred in time or contingent upon certain future events. Subsequent to March 31, 2026, Gold Fields sold their rights to the deferred and contingent consideration to OR Royalties Inc.
The Company recognized the following financial liabilities at fair value as of the acquisition date, which were subsequently remeasured as of March 31, 2026 in accordance with IFRS 9, Financial Instruments ("IFRS 9").
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Deferred consideration | 28,662 | 28,242 | ||||
| Contingent consideration | 19,985 | 19,320 | ||||
| Nkran royalty | 7,992 | 6,988 | ||||
| Total deferred and contingent consideration | 56,639 | 54,550 | ||||
| Less: current portion of deferred consideration | (28,662 | ) | (28,242 | ) | ||
| Total non-current portion of deferred and contingent consideration | 27,977 | 26,308 |
(a) Deferred consideration
$55.0 million of the aggregate consideration payable was deferred with $25.0 million due on or before December 31, 2025 (paid) and $30.0 million due on or before December 31, 2026. The Company estimated the fair value of the deferred consideration at initial recognition by discounting the contractual future cash flows at a discount rate of 6.3%. After initial recognition, the deferred consideration was measured at amortized cost.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
11. Deferred and contingent consideration (continued)
(a) Deferred consideration (continued)
During the three months ended March 31, 2026, the Company recognized accretion expense of $0.4 million in finance expense in the Statement of Operations and Comprehensive Income (Loss) (three months ended March 31, 2025 - $0.8 million). The $30.0 million payment due on or before December 31, 2026 has been presented as a current liability in the Statement of Financial Position.
The following table summarizes the change in the carrying amount of the deferred consideration for the three months ended March 31, 2026 and year ended December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 28,242 | 50,109 | ||||
| Payments | - | (25,000 | ) | |||
| Accretion expense (note 20) | 420 | 3,133 | ||||
| Balance, end of period | 28,662 | 28,242 |
(b) Contingent consideration
$30.0 million of the aggregate consideration payable is contingent upon 100,000 gold ounces being produced from the Nkran deposit. In accordance with IFRS 3 and IFRS 9, contingent consideration payable by an acquirer in a business combination shall be subsequently measured at fair value through profit or loss. The Company remeasured the fair value of the contingent consideration to $20.0 million as of March 31, 2026 and recognized a $0.7 million fair value adjustment for the three months ended March 31, 2026 in finance expense in the Statement of Operations and Comprehensive Income (Loss) (three months ended March 31, 2025 - $0.6 million).
In determining the fair value at March 31, 2026, the Company applied the same fair value methodology and assumptions as the December 31, 2025 valuation. The contingent consideration falls within level 3 of the fair value hierarchy.
The following table summarizes the change in the carrying amount of the contingent consideration for the three months ended March 31, 2026 and year ended December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 19,320 | 16,873 | ||||
| Change in fair value during the period | 665 | 2,447 | ||||
| Balance, end of period | 19,985 | 19,320 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
11. Deferred and contingent consideration (continued)
(c) Nkran royalty
A 1% net smelter return royalty on gold revenue generated from the Nkran deposit is payable beginning upon 100,000 gold ounces being produced, and subject to a maximum of 447,000 gold ounces of production. In accordance with IFRS 3 and IFRS 9, contingent consideration payable by an acquirer in a business combination shall be subsequently measured at fair value through profit or loss.
The Company estimated the fair value of the Nkran royalty by discounting forecast future cash flows at a discount rate of 14.5% (December 31, 2025 - 14.5% discount rate). The gold price assumption applied in estimating future royalty payments as of March 31, 2026 was based on a long-term consensus gold price of $3,400 per ounce. The Company remeasured the fair value of the Nkran royalty to $8.0 million as of March 31, 2026 and recognized a $1.0 million fair value adjustment for the three months ended March 31, 2026 in finance expense in the Statement of Operations and Comprehensive Income (Loss) (three months ended March 31, 2025 - $0.3 million). The Nkran royalty falls within level 3 of the fair value hierarchy.
The following table summarizes the change in the carrying amount of the Nkran royalty for the three months ended March 31, 2026 and year ended December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 6,988 | 4,388 | ||||
| Change in fair value during the period | 1,004 | 2,600 | ||||
| Balance, end of period | 7,992 | 6,988 |
12. Provisions
(a) Legal provision
In 2019, a services provider of the AGM filed a dispute with an arbitration tribunal alleging the AGM breached the terms of a services agreement and claimed approximately $25.0 million in damages. The arbitrator ruled in favour of the AGM that there had not been a breach of any terms of the contract yet made an award to the counterparty of approximately $13.0 million plus interest for services rendered. The Company, consistent with the arbitration ruling, maintains the view that there was no breach of contract, and all contractual amounts were paid as due. The Company has sought to appeal the arbitration ruling. On March 26, 2026, the Court of Appeal dismissed the case on a procedural matter and did not consider the substantive merits of the case, so the Company will continue to follow the mandated Ghanaian judicial process until the matter is settled.
A provision of $7.0 million has been recorded as of March 31, 2026 (December 31, 2025 - $7.0 million), which represents management's best estimate to settle the claim. While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes the estimated provision is reasonable based on the information currently available.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
12. Provisions (continued)
(b) Asset retirement provisions
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 75,732 | 66,060 | ||||
| Accretion expense (note 20) | 798 | 2,889 | ||||
| Change in estimate (note 7) | (789 | ) | 6,992 | |||
| Reclamation undertaken during the period | (47 | ) | (209 | ) | ||
| Total asset retirement provisions, end of period | 75,694 | 75,732 |
The asset retirement provisions consist of reclamation and closure costs for the AGM's mining properties. Reclamation and closure activities include land rehabilitation, dismantling of buildings and mine facilities, ongoing care and maintenance and other costs. As at March 31, 2026, the AGM's reclamation cost estimates were discounted using a long‐term risk‐free discount rate of 4.2% (December 31, 2025 - 4.1%).
The Company is required to provide security to the Environmental Protection Agency of Ghana ("EPA") for the performance by the Company of its reclamation obligations in respect of its mining leases at the AGM. The reclamation deposits have been presented within other non‐current assets in the Statement of Financial Position. Additionally, the Company has provided bank guarantees to the EPA in the amount of $16.2 million (December 31, 2025 - $16.2 million).
13. Share capital
(a) Authorized:
Unlimited common shares without par value or restrictions.
(b) Base shelf prospectus
On July 8, 2025, the Company filed a final short form base shelf prospectus (the "Prospectus"), under which the Company may sell from time-to-time common shares, warrants, subscription receipts, units, debt securities and/or share purchase contracts of the Company, up to an aggregate of $500 million. The Prospectus has a term of 25-months from the filing date. As of the date of these financial statements, no securities have been issued under the Prospectus.
14. Equity reserves and long-term incentive plan awards
The Company has a stock option plan and a share unit plan under which restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs") may be awarded to directors, officers, employees and other service providers. All awards under the share unit plan may be designated by the Company's Board of Directors to be settled in either cash, shares or a combination thereof. The long-term incentive plan awards granted since 2025 have been determined by the Board to be equity-settled upon vesting.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
14. Equity reserves and long-term incentive plan awards (continued)
(a) Stock options
Options granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. Stock options have a maximum term of five years following the grant date. The fair value of stock options granted is determined using the Black Scholes option pricing model. Expected volatility was determined based on the historical volatility of the Company's share price over a period consistent with the expected life of the stock options.
The following table is a reconciliation of the movement in stock options for the period:
| Weighted average | ||||||
| exercise price | ||||||
| Number of Options | C$ | |||||
| Balance, January 1, 2025 | 11,049,839 | 1.04 | ||||
| Granted | 2,494,000 | 1.81 | ||||
| Exercised | (2,634,495 | ) | 1.08 | |||
| Forfeited | (855,669 | ) | 1.07 | |||
| Balance, December 31, 2025 | 10,053,675 | 1.21 | ||||
| Granted | 1,216,500 | 4.16 | ||||
| Exercised | (1,286,331 | ) | 1.44 | |||
| Forfeited | (303,335 | ) | 2.19 | |||
| Balance, March 31, 2026 | 9,680,509 | 1.52 |
For stock options granted during the three months ended March 31, 2026, the following assumptions were applied in the Black Scholes option pricing model:
| Assumptions | |||
| Expected life of option (years) | 3.6 | ||
| Forfeiture rate | 17.7% | ||
| Dividend yield | 0.0% | ||
| Risk-free rate | 3.5% | ||
| Volatility | 60.9% | ||
| Black Scholes fair value per option (in US dollars) | $ | 1.57 |
The following table summarizes share-based compensation expense recognized on stock options and aggregate gross proceeds received by the Company on stock option exercises for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
| Share-based compensation expense | 347 | 285 | ||||
| Gross proceeds from stock option exercises | 1,355 | 238 | ||||
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
14. Equity reserves and long-term incentive plan awards (continued)
(b) Restricted share units
RSUs granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. The following table is a reconciliation of the movement in the number of RSUs outstanding for the three months ended March 31, 2026 and year ended December 31, 2025:
| Number of RSUs | ||||||
| March 31, 2026 | December 31, 2025 | |||||
| Balance, beginning of period | 439,440 | 548,284 | ||||
| Granted | 317,000 | 223,000 | ||||
| Settled in cash | (4,000 | ) | (204,581 | ) | ||
| Settled in common shares | (136,996 | ) | (77,996 | ) | ||
| Forfeited | (29,667 | ) | (49,267 | ) | ||
| Balance, end of period | 585,777 | 439,440 | ||||
For all RSUs granted during the three months ended March 31, 2026, the awards vest in three equal tranches over a service period of three years, had an estimated forfeiture rate of 13.2% and a fair value per award of C$4.40 (three months ended March 31, 2025 - estimated forfeiture rate of 8.8% and a fair value per award of C$1.76). Of the RSU awards granted in 2026, 135,000 have been classified as equity-settled awards and therefore the fair value determined on the grant date will be amortized over the vesting period of three years. The remaining 172,000 were classified as cash-settled and are recorded as a liability at fair value, adjusted for the proportion of RSUs vested.
The following table is a reconciliation of the movement in the RSU liability for the three months ended March 31, 2026 and year ended December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 441 | 380 | ||||
| Awards vested and change in fair value, net of forfeited awards | 144 | 439 | ||||
| Settled in cash | (12 | ) | (281 | ) | ||
| Equity-settled units transferred to share capital | (247 | ) | (97 | ) | ||
| Total RSU liability, end of period | 326 | 441 | ||||
| Less: current portion of RSU liability | (326 | ) | (357 | ) | ||
| Non-current RSU liability, end of period | - | 84 |
(c) Performance share units
PSUs granted prior to December 31, 2023 vest in one-third increments every twelve months following the grant date for a total vesting period of three years. PSUs granted from January 1, 2024 onwards have a cliff vesting feature and vest after a service period of three years.
All PSUs contain a performance criterion applied to the number of units that vest. The number of units that vest will be determined by the Company's relative share price performance in comparison to a peer group of companies or upon achievement of certain Company strategic objectives. The PSU performance multiplier ranges from 0% to 150%.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
14. Equity reserves and long-term incentive plan awards (continued)
(c) Performance share units (continued)
The following table is a reconciliation of the movement in the number of PSUs outstanding for the three months ended March 31, 2026 and year ended December 31, 2025:
| Number of PSUs | ||||||
| March 31, 2026 | December 31, 2025 | |||||
| Balance, beginning of period | 1,591,968 | 1,476,487 | ||||
| Granted | 267,000 | 612,000 | ||||
| Settled in cash | - | (592,750 | ) | |||
| Added due to performance condition | - | 154,498 | ||||
| Forfeited | (122,000 | ) | (58,267 | ) | ||
| Balance, end of period | 1,736,968 | 1,591,968 | ||||
For all PSUs granted during the three months ended March 31, 2026, the awards cliff vest after a service period of three years, had an estimated forfeiture rate of 6.1% and a fair value per award of C$4.40 (three months ended March 31, 2025 - awards cliff vest over a service period of three years, had an estimated forfeiture rate of 7.0% and a fair value per award of C$1.76). PSU awards granted from 2025 onward have been classified as equity-settled awards and therefore the fair value determined on the grant date is amortized equally over the vesting period of three years.
The following table is a reconciliation of the movement in the PSU liability for the three months ended March 31, 2026 and year ended December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 1,320 | 927 | ||||
| Awards vested and change in fair value, net of forfeited awards | 140 | 1,112 | ||||
| Settled in cash | - | (719 | ) | |||
| Total PSU liability, end of period | 1,460 | 1,320 | ||||
| Less: current portion of PSU liability | (1,460 | ) | (918 | ) | ||
| Non-current PSU liability, end of period | - | 402 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
14. Equity reserves and long-term incentive plan awards (continued)
(d) Deferred share units
DSUs granted vest over a period of one year and will be paid to directors upon their retirement from the Board of Directors of the Company or upon a change of control.
The following table is a reconciliation of the movement in the number of DSUs outstanding for the three months ended March 31, 2026 and year ended December 31, 2025:
| Number of DSUs | ||||||
| March 31, 2026 | December 31, 2025 | |||||
| Balance, beginning of period | 5,793,800 | 4,830,900 | ||||
| Granted | 426,400 | 962,900 | ||||
| Balance, end of period | 6,220,200 | 5,793,800 | ||||
| Cash settled | 4,830,900 | 4,830,900 | ||||
| Equity settled | 1,389,300 | 962,900 | ||||
| Total DSUs | 6,220,200 | 5,793,800 | ||||
For all DSUs granted during the three months ended March 31, 2026 and 2025, the awards vest quarterly over a service period of one year and had an estimated weighted‐average forfeiture rate of 0.0%. DSUs granted during the three months ended March 31, 2026 had a fair value per award of C$4.40 (three months ended March 31, 2025 - C$1.76). DSU awards granted since 2025 have been classified as equity-settled awards and therefore the fair value determined on the grant date will be amortized over the vesting period of one year. During the three months ended March 31, 2026, the Company recognized $0.8 million of share-based compensation expense related to equity-settled DSU awards (three months ended March 31, 2025 - $0.6 million).
The following table is a reconciliation of the movement in the DSU liability for the three months ended March 31, 2026 and year ended December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 12,305 | 6,098 | ||||
| Awards vested and change in fair value | (184 | ) | 6,219 | |||
| Effect of foreign exchange on DSU liability | (42 | ) | (12 | ) | ||
| DSU liability, end of period | 12,079 | 12,305 |
The financial liability associated with cash-settled DSU awards is recorded in accounts payable and accrued liabilities in the Statement of Financial Position.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
14. Equity reserves and long-term incentive plan awards (continued)
(e) Share-based compensation expense
The following table is a summary of share-based compensation expense for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
| Equity-settled awards: | ||||||
| Stock options (note 14(a)) | 347 | 285 | ||||
| Share units | 937 | 622 | ||||
| Share-based compensation expense, equity-settled awards | 1,284 | 907 | ||||
| Share-based compensation expense, cash-settled awards | 100 | 229 | ||||
| Total share-based compensation expense | 1,384 | 1,136 | ||||
15. Non-controlling interest ("NCI")
| March 31, 2026 | December 31, 2025 | |||||
| $ | $ | |||||
| Balance, beginning of period | 2,802 | 4,313 | ||||
| Net earnings (loss) attributable to NCI | 4,169 | (1,511 | ) | |||
| Balance, end of period | 6,971 | 2,802 |
16. Revenue
During the three months ended March 31, 2026, the Company physically settled a portion of its gold hedges (note 23) by delivering 12,500 gold ounces (three months ended March 31, 2025 - nil). The sale of these gold ounces was recorded as revenue based on the London Bullion Market Association PM spot gold price on the date of delivery. Separately, the corresponding realized loss on the gold hedge derivative instrument was recorded within net revenue in the Statement of Operations and Comprehensive Income (Loss). The following table outlines the components of the Company's revenue and net revenue for the three months ended March 31, 2026 and March 31, 2025.
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
| Gold revenue at spot prices | 166,033 | 76,463 | ||||
| By-product silver revenue | 491 | 127 | ||||
| Revenue | 166,524 | 76,590 | ||||
| Realized loss on gold hedges (note 25(b)) | (25,146 | ) | (4,900 | ) | ||
| Realized revenue | 141,378 | 71,690 | ||||
| Settlement of gold hedges with loss es recognized in prior periods | 18,083 | 1,105 | ||||
| Unrealized loss on gold hedges (notes 23 & 25(b)) | (14,833 | ) | (31,321 | ) | ||
| Net revenue | 144,628 | 41,474 | ||||
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
16. Revenue (continued)
During the three months ended March 31, 2026 and 2025, the Company sold its gold to London Bullion Market Association registered banks at spot gold prices. During both periods, the AGM also sold a portion of its production to the Bank of Ghana under the country's gold buying program.
During the three months ended March 31, 2026, revenue from three customers accounted for approximately 42%, 25%, and 23% of the Company's total revenue, respectively (three months ended March 31, 2025 - one customer accounted for 92%).
17. Production costs
The following is a summary of production costs by nature recorded by the Company during the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
| Raw materials and consumables | (15,238 | ) | (12,873 | ) | ||
| Salaries and employee benefits | (7,912 | ) | (5,624 | ) | ||
| Contractors and consultants | (32,130 | ) | (17,387 | ) | ||
| Change in ore stockpiles, gold-in-process and gold dore inventories | 14,349 | (1,066 | ) | |||
| Insurance, government fees, permits and other | (4,319 | ) | (5,292 | ) | ||
| Total production costs | (45,250 | ) | (42,242 | ) | ||
18. Royalties
Until March 10, 2026, all of the AGM's concessions were subject to a 5% gross revenue royalty payable to the Government of Ghana. Effective March 10, 2026, the Government of Ghana amended the royalty law applicable to gold miners to a sliding scale royalty. Under this amendment, gold royalties are subject to a sliding scale, starting at 5% (if gold prices are below $1,900 per ounce) and increasing to 12% (if gold prices exceed $4,500 per ounce). Furthermore, the Nkran deposit is subject to an additional 1% royalty on a portion of production as described in note 11(c) and the Esaase deposit is subject to an additional 0.5% net smelter return royalty.
For mining companies in Ghana, the Growth and Sustainability Levy ("GSL") was levied at a rate of 3% of revenues (previously 1% until March 31, 2025) and on March 13, 2026, the Government of Ghana passed into law an amendment to the GSL rate, reducing it to 1%.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
19. General and administrative ("G&A") expenses
The following is a summary of G&A expenses incurred during the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
| Wages , benefits and consulting | (2,466 | ) | (2,358 | ) | ||
| Office, rent and administration | (368 | ) | (351 | ) | ||
| Professional and legal | (333 | ) | (446 | ) | ||
| Share-based compensation | (1,368 | ) | (1,136 | ) | ||
| Travel, marketing, investor relations and regulatory | (436 | ) | (395 | ) | ||
| Withholding taxes | (472 | ) | (382 | ) | ||
| Depreciation | (32 | ) | (32 | ) | ||
| Total G&A expenses | (5,475 | ) | (5,100 | ) | ||
20. Finance expense
The following is a summary of finance expense recorded by the Company during the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
| Interest on lease liabilities (note 10) | (1,257 | ) | (1,563 | ) | ||
| Accretion expense on asset retirement provisions (note 12(b)) | (798 | ) | (687 | ) | ||
| Accretion expense on deferred consideration (note 11(a)) | (420 | ) | (754 | ) | ||
| Change in fair value of contingent consideration (notes 11(b) and (c)) | (1,669 | ) | (892 | ) | ||
| Fair value adjustment on marketable securities | (669 | ) | - | |||
| RCF standby fee | (315 | ) | - | |||
| Other | (595 | ) | (99 | ) | ||
| Total finance expense | (5,723 | ) | (3,995 | ) | ||
21. Income taxes
(a) Current income tax
During the three months ended March 31, 2026, the Company recognized a current income tax expense of $23.2 million (three months ended March 31, 2025 - nil) and paid an income tax installment of $7.5 million. In Ghana, income tax installments are paid quarterly, with 90% of estimated taxes due by December 31st of the current tax year. Any remaining tax payments are made upon filing of the annual tax return.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
21. Income taxes (continued)
(b) Deferred income tax
During the three months ended March 31, 2026, the Company recognized a deferred income tax ("DIT") recovery of $0.3 million (three months ended March 31, 2025 - nil). The DIT liability arises due to certain liabilities of AGGL that may not have tax basis at the time those liabilities are expected to be incurred.
(c) Effective tax rate ("ETR")
The Company's ETR differs from the combined Canadian federal and provincial statutory tax rates of 27% because the current income tax expense arises entirely from taxable income generated in Ghana by AGGL, which is subject to a statutory tax rate of 35%. The Company's other subsidiaries generated tax losses during the period, with no corresponding tax benefit recognized.
(d) Significant developments
There were no changes to income tax legislation that materially affected the Company, nor its subsidiaries, during the three months ended March 31, 2026.
22. Income (loss) per share
For the three months ended March 31, 2026 and 2025, the calculation of basic and diluted income (loss) per share is based on the following data:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| Net income (loss) for the period attributable to common shareholders | 32,691 | (26,806 | ) | |||
| Number of shares | ||||||
| Weighted average number of ordinary shares - basic | 260,277,611 | 257,172,124 | ||||
| Effect of dilutive equity-settled share units | 3,191,393 | - | ||||
| Effect of dilutive stock options | 6,263,721 | - | ||||
| Weighted average number of ordinary shares - diluted | 269,732,725 | 257,172,124 | ||||
For the three months ended March 31, 2026 , excluded from the calculation of diluted weighted average shares were 1,153,500 stock options and 402,000 share units that were determined to be anti-dilutive (three months ended March 31, 2025 - the effect of all potentially dilutive securities was anti‐dilutive given that the Company reported a net loss during the period).
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
23. Commitments and contingencies
Commitments
The following table reflects the Company's contractual obligations as they fall due as at March 31, 2026 and December 31, 2025:
| Within 1 | Over | March 31, | December | ||||||||||||
| year | 1 - 5 years | 5 years | 2026 | 31, 2025 | |||||||||||
| Accounts payable and accrued liabilities | 76,570 | - | - | 76,570 | 73,473 | ||||||||||
| ZCC gold hedges | 85,061 | - | - | 85,061 | 88,311 | ||||||||||
| Long-term incentive plan (cash-settled awards) | 13,865 | - | - | 13,865 | 14,066 | ||||||||||
| Mining and other services contracts | 21,678 | 36,490 | - | 58,168 | 63,901 | ||||||||||
| Asset retirement provisions (undiscounted) | - | 3,631 | 79,216 | 82,847 | 81,553 | ||||||||||
| Deferred and contingent consideration (undiscounted) | 30,000 | 39,495 | 5,903 | 75,398 | 73,004 | ||||||||||
| Corporate office lease | 114 | 410 | - | 524 | 561 | ||||||||||
| Total commitments | 227,288 | 80,026 | 85,119 | 392,433 | 394,869 |
The zero cost collar (“ZCC”) gold hedges commitment represents the mark‐to‐market fair value of the AGM’s current gold hedging program. The settlement amount of these hedges, if any, will be dependent on the price of gold at the settlement date. The Company does not apply hedge accounting to the ZCC gold hedges. The ZCC hedges are for 45,000 gold ounces of production in 2026 and 7,500 gold ounces in 2027. The ZCC hedges have a weighted-average put strike of $2,300 per ounce and a weighted-average call strike of $3,060 per ounce.
Long‐term incentive plan commitments due within one year include all DSU awards to directors of the Company, as they are considered to be current liabilities as the timing of those payments is beyond the control of the Company in the event that a director is to retire or there is a change of control.
The Company has a number of mining and other service contracts. These contracts include monthly fixed fees as well as variable cost measures. The contractual obligations disclosed in the above table relate only to the fixed fees payable to the contractors.
The timing of contingent payments, totaling $45.4 million, is based upon management's best estimate of when payments would be required to be made based upon the current life of mine plan.
Contingencies
Due to the nature of its business, the Company and its subsidiaries may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes that the ultimate resolution of these actions is not reasonably likely to have a material adverse effect on the Company's financial condition or future results of operations.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
24. Supplemental cash flow information
The following table discloses non‐cash transactions impacting the Statements of Cash Flow for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
| Change in asset retirement provisions included in MPP&E | (789 | ) | 3,625 | |||
| Capitalized leases included in MPP&E | - | 11,157 | ||||
| RSU liabilities settled via issuance of common shares | (247 | ) | (97 | ) | ||
The following table summarizes the changes in non-cash working capital for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
| Accounts receivable | (16 | ) | (329 | ) | ||
| Inventories | (14,263 | ) | 2,161 | |||
| Value added tax receivables | (13,601 | ) | (6,852 | ) | ||
| Prepaid expenses and other | (481 | ) | 393 | |||
| Accounts payable and accrued liabilities | 6,568 | 10,949 | ||||
| Change in non-cash working capital | (21,793 | ) | 6,322 | |||
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
25. Financial instruments
(a) Financial assets and liabilities by categories
| Fair value through | ||||||||||||
| profit or loss | Amortized cost | Carrying value | Fair value | |||||||||
| As at March 31, 2026 | $ | $ | $ | $ | ||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents (note 4) | - | 114,936 | 114,936 | 114,936 | ||||||||
| Accounts receivable | - | 189 | 189 | 189 | ||||||||
| Marketable securities (note 6)(1) | 3,889 | - | 3,889 | 3,889 | ||||||||
| Total financial assets | 3,889 | 115,125 | 119,014 | 119,014 | ||||||||
| Financial liabilities: | ||||||||||||
| Accounts payable and accrued liabilities (2) | 13,865 | 76,570 | 90,435 | 90,435 | ||||||||
| Financial liabilities (2) | 85,061 | - | 85,061 | 85,061 | ||||||||
| Lease liabilities (note 10) | - | 32,343 | 32,343 | 32,343 | ||||||||
| Deferred consideration (note 11(a)) | - | 28,662 | 28,662 | 28,662 | ||||||||
| Contingent consideration (note 11(b)) | 19,985 | - | 19,985 | 19,985 | ||||||||
| Nkran royalty (note 11(c)) | 7,992 | - | 7,992 | 7,992 | ||||||||
| Total financial liabilities | 126,903 | 137,575 | 264,478 | 264,478 |
(1) Marketable securities are presented within prepaid expenses and other in the Statement of Financial Position.
(2) Accounts payable and accrued liabilities and financial liabilities include long-term incentive plan and gold hedge derivative liabilities, which are measured at fair value through profit or loss.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
25. Financial instruments (continued)
(a) Financial assets and liabilities by categories (continued)
| Fair value through | ||||||||||||
| profit or loss | Amortized cost | Carrying value | Fair value | |||||||||
| As at December 31, 2025 | $ | $ | $ | $ | ||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents | - | 108,327 | 108,327 | 108,327 | ||||||||
| Accounts receivable | - | 71 | 71 | 71 | ||||||||
| Marketable securities (1) | 4,526 | - | 4,526 | 4,526 | ||||||||
| Total financial assets | 4,526 | 108,398 | 112,924 | 112,924 | ||||||||
| Financial liabilities: | ||||||||||||
| Accounts payable and accrued liabilities (2) | 13,580 | 73,473 | 87,053 | 87,053 | ||||||||
| Financial liabilities (2) | 77,317 | - | 77,317 | 77,317 | ||||||||
| Lease liabilities | - | 37,075 | 37,075 | 37,075 | ||||||||
| Deferred consideration | - | 28,242 | 28,242 | 28,242 | ||||||||
| Contingent consideration | 19,320 | - | 19,320 | 19,320 | ||||||||
| Nkran royalty | 6,988 | - | 6,988 | 6,988 | ||||||||
| Other non-current liabilities (2) | 11,480 | - | 11,480 | 11,480 | ||||||||
| Total financial liabilities | 128,685 | 138,790 | 267,475 | 267,475 |
(1) Marketable securities are presented within prepaid expenses and other in the Statement of Financial Position.
(2) Accounts payable, financial liabilities, and other non‐current liabilities include long‐term incentive plan and gold hedge instrument liabilities, which are measured at fair value through profit or loss. Long‐term incentive plan liabilities relate to cash settled share‐based payments accounted for under IFRS 2 and are measured at fair value at each reporting date, with changes recognized in profit or loss.
(b) Derivative instruments
The Company's derivatives are comprised of ZCC gold hedging instruments. The gains or losses on derivatives for the three months ended March 31, 2026 and 2025 are presented in the table below. Realized and unrealized gains or losses on gold hedge derivative instruments are presented within net revenue in the Statement of Operations and Comprehensive Income (Loss).
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
| Realized loss on ZCC gold hedges (note 16) | 25,146 | 4,900 | ||||
| Unrealized loss on ZCC gold hedges (note 16) | 14,833 | 31,321 | ||||
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
25. Financial instruments (continued)
(c) Fair value hierarchy
The categories of the fair value hierarchy that reflect the inputs to valuation techniques used to measure fair value are as follows:
Level 1: fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3: fair values based on inputs for the asset or liability based on unobservable market data.
Long-term incentive plan liabilities, contingent consideration and the Nkran royalty are recorded at fair value at the reporting date and fall within Level 3 of the fair value hierarchy. The ZCC gold hedging instruments and marketable securities are also recorded at fair value at the reporting date and fall within Level 1 of the fair value hierarchy.
There were no transfers between the fair value levels during the three months ended March 31, 2026.
Refer to note 11 for a discussion on the valuation techniques applied to the contingent consideration and Nkran royalty. Long-term incentive plan liabilities are valued based on the number of outstanding vested awards multiplied by the Company's share price as of the reporting date. ZCC gold hedging instruments and marketable securities are valued using observable market prices.
(d) Financial instrument risks
The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are described as follows.
Credit risk
Credit risk is the risk of an unexpected loss if a customer or the issuer of a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on cash and cash equivalent balances held at banks in Canada, Isle of Man, and Ghana. The Company invests its cash and cash equivalents, which also has credit risk, with the objective of maintaining safety of principal and providing adequate liquidity to meet all current obligations. In making allocation decisions, management attempts to avoid unacceptable concentration of credit risk to any single counterparty. The risk of loss associated with cash investments is considered to be low as the majority of the Company's cash and cash equivalents are held with highly rated banking institutions.
As at March 31, 2026, the Company had a $23.8 million value added tax receivable due from the Government of Ghana (December 31, 2025 - $10.8 million). The credit risk associated with value added tax receivables is considered to be low, based on historical collection experience. However, should the Government of Ghana not honour its commitments or default on its obligations, the Company may incur losses.
Liquidity risk
Liquidity risk encompasses the risk that the Company cannot meet its financial obligations as they fall due. The Company manages liquidity risk through a rigorous planning and budgeting process, which is reviewed and updated on a regular basis, to help determine the funding requirements to support current operations, expansion and development plans, and by managing the Company's capital structure. By managing liquidity risk, the Company aims to ensure that it will have sufficient liquidity to settle obligations and liabilities as they fall due.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
25. Financial instruments (continued)
(d) Financial Instrument risks (continued)
Liquidity risk (continued)
Through a combination of the Company's cash balance, cash flows generated by the Company's operations, and funds available to be drawn under the RCF, the Company believes it is able to meet all working capital requirements, contractual obligations, and commitments as they fall due. However, the Company's cash flows and its ability to meet working capital requirements and contractual obligations are significantly influenced by the price of gold and the performance of the AGM. The Company manages its liquidity by ensuring that it can manage spending and provide adequate cash flow to meet all commitments.
As at March 31, 2026, the Company continues to maintain its ability to meet its financial obligations as they come due.
Market risk
(i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The average interest rate earned by the Company on its cash and cash equivalents during the three months ended March 31, 2026 was 2.5% (three months ended March 31, 2025 - 4.4%). A +/‐1% change in short‐term interest rates during the three months ended March 31, 2026 and 2025 would not have had a material impact on the Company's net income (loss) for the periods.
Amounts drawn on the RCF are subject to a floating interest rate based on SOFR plus a margin of 3.95% per annum. As at March 31, 2026, the RCF remained undrawn and therefore did not expose the Company to interest rate risk. However, future borrowings under the RCF, if any, would be subject to changes in SOFR, which would impact the Company's interest expense payable.
The contingent consideration and Nkran royalty are financial liabilities measured at fair value through profit or loss with fair value determined by reference to a discounted cash flow model. Changes in interest rates may impact the discount rate applied to forecast future cash flows and accordingly the fair value of these financial liabilities. Any change in interest rates may therefore impact the Company's earnings, yet would not impact cash payments required to settle these obligations. The following table highlights the sensitivity of the fair values as of March 31, 2026 related to these financial liabilities for a 1% decrease (increase) in the underlying discount rate.
| Change in fair value | ||||||||||||
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||||||||
| 1% increase to | 1% decrease to | 1% increase to | 1% decrease to | |||||||||
| discount rate | discount rate | discount rate | discount rate | |||||||||
| $ | $ | $ | $ | |||||||||
| Contingent consideration | (515 | ) | 533 | (596 | ) | 623 | ||||||
| Nkran royalty | (347 | ) | 364 | (227 | ) | 240 | ||||||
(ii) Foreign currency risk
The Company reports its financial statements in US dollars; however, the Company operates in Canada and Ghana which utilizes the Canadian dollar and Ghanaian Cedi, respectively. As a result, the financial results of the Company's operations as reported in US dollars are subject to changes in the value of the US dollar relative to local currencies. Since the Company's gold sales are denominated in US dollars and a portion of the Company's operating and capital costs are in local currencies, the Company may be negatively impacted by strengthening local currencies relative to the US dollar and positively impacted by the inverse.
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
25. Financial instruments (continued)
(d) Financial Instrument risks (continued)
Market risk (continued)
(iii) Price risk
Price risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from currency risk or interest rate risk. The Company is exposed to gold price risk as changes in the gold price may affect the Company's earnings or the value of its financial instruments. The Company's revenue is directly dependent on gold prices, which have demonstrated significant volatility and are beyond the Company's control.
From time to time, the Company enters into hedging programs to manage its exposure to gold price risk with an objective of margin protection, specifically during periods of forecast elevated capital spend. The Board of Directors continually assess the Company's strategy towards its gold hedging program. The effectiveness of gold hedging programs is directly dependent on the price of gold and may impact the Company's earnings and cash flows, as the Company remeasures hedging instruments to fair value at each reporting date and may incur realized gains or losses at maturity. Refer to notes 16 and 25(b) for disclosure of realized gains or losses recorded on the Company's gold hedging instruments during the period.
26. Segmented information
Geographic information
As at March 31, 2026, the Company has one reportable segment, being the AGM, and has provided segmented information based on geographic location.
Geographic allocation of total assets and liabilities
As at March 31, 2026:
| Canada | Ghana | Total | |||||||
| $ | $ | $ | |||||||
| Current assets | 61,877 | 176,483 | 238,360 | ||||||
| Mineral properties, plant and equipment and right-of-use assets | 554 | 404,156 | 404,710 | ||||||
| Other non-current assets | - | 8,155 | 8,155 | ||||||
| Total assets | 62,431 | 588,794 | 651,225 | ||||||
| Current liabilities | 44,858 | 202,115 | 246,973 | ||||||
| Non-current liabilities | 28,055 | 114,793 | 142,848 | ||||||
| Total liabilities | 72,913 | 316,908 | 389,821 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
26. Segmented information (continued)
As at December 31, 2025:
| Canada | Ghana | Total | |||||||
| $ | $ | $ | |||||||
| Current assets | 47,307 | 154,876 | 202,183 | ||||||
| Mineral properties, plant and equipment and right-of-use assets | 514 | 388,095 | 388,609 | ||||||
| Other non-current assets | - | 8,259 | 8,259 | ||||||
| Total assets | 47,821 | 551,230 | 599,051 | ||||||
| Current liabilities | 43,712 | 176,868 | 220,580 | ||||||
| Non-current liabilities | 27,148 | 129,665 | 156,813 | ||||||
| Total liabilities | 70,860 | 306,533 | 377,393 |
Geographic allocation of the Statements of Operations and Comprehensive Income (Loss)
For the three months ended March 31, 2026:
| Canada | Ghana | Total | |||||||
| $ | $ | $ | |||||||
| Revenue | - | 166,524 | 166,524 | ||||||
| Realized and unrealized losses on gold hedges | - | (21,896 | ) | (21,896 | ) | ||||
| Net revenue | - | 144,628 | 144,628 | ||||||
| Cost of sales: | |||||||||
| Production costs | - | (45,250 | ) | (45,250 | ) | ||||
| Depreciation and depletion | - | (12,380 | ) | (12,380 | ) | ||||
| Royalties | - | (14,545 | ) | (14,545 | ) | ||||
| Income from mine operations | - | 72,453 | 72,453 | ||||||
| General and administrative expenses | (4,670 | ) | (805 | ) | (5,475 | ) | |||
| Exploration and evaluation expenditures | - | (722 | ) | (722 | ) | ||||
| (Loss) income from operations | (4,670 | ) | 70,926 | 66,256 | |||||
| Finance income | 391 | 253 | 644 | ||||||
| Finance expense | (2,816 | ) | (2,907 | ) | (5,723 | ) | |||
| Foreign exchange gain (loss) | 25 | (1,385 | ) | (1,360 | ) | ||||
| (Loss) income before income taxes | (7,070 | ) | 66,887 | 59,817 | |||||
| Current income tax expense | - | (23,236 | ) | (23,236 | ) | ||||
| Deferred income tax recovery | - | 279 | 279 | ||||||
| Net (loss) income and comprehensive (loss) income for the period | (7,070 | ) | 43,930 | 36,860 |
| GALIANO GOLD INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 Expressed in thousands of United States dollars, unless otherwise stated |
26. Segmented information (continued)
For the three months ended March 31, 2025:
| Canada | Ghana | Total | |||||||
| $ | $ | $ | |||||||
| Revenue | - | 76,590 | 76,590 | ||||||
| Realized and unrealized loss es on gold hedges | - | (35,116 | ) | (35,116 | ) | ||||
| Net revenue | - | 41,474 | 41,474 | ||||||
| Cost of sales : | |||||||||
| Production costs | - | (42,242 | ) | (42,242 | ) | ||||
| Depreciation and depletion | - | (14,393 | ) | (14,393 | ) | ||||
| Royalties | - | (4,595 | ) | (4,595 | ) | ||||
| Loss from mine operations | - | (19,756 | ) | (19,756 | ) | ||||
| General and administrative expenses | (4,411 | ) | (689 | ) | (5,100 | ) | |||
| Exploration and evaluation expenditures | - | (1,471 | ) | (1,471 | ) | ||||
| Loss from operations | (4,411 | ) | (21,916 | ) | (26,327 | ) | |||
| Finance income | 1,031 | 95 | 1,126 | ||||||
| Finance expense | (1,641 | ) | (2,354 | ) | (3,995 | ) | |||
| Foreign exchange gain (loss) | 98 | (294 | ) | (196 | ) | ||||
| Net loss and comprehensive loss for the period | (4,923 | ) | (24,469 | ) | (29,392 | ) |
Management's Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in United States dollars, unless otherwise stated)
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
This Management's Discussion and Analysis ("MD&A") of Galiano Gold Inc. ("Galiano" or the "Company") has been prepared by management and approved by the Board of Directors as of May 13, 2026 and should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three months ended March 31, 2026 and 2025, the audited consolidated annual financial statements and the notes thereto for the years ended December 31, 2025 and 2024 and the related MD&A. The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting of the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
This discussion covers the three months ended March 31, 2026 and the subsequent period up to the date of issuance of this MD&A. All dollar amounts herein are expressed in United States dollars ("US dollars") unless otherwise stated. References to $ means US dollars and C$ are to Canadian dollars. The first, second, third, and fourth quarters of the Company's fiscal years ("FY") are referred to as "Q1", "Q2", "Q3", and "Q4", respectively.
The Company has included certain non-IFRS performance measures throughout this MD&A. These performance measures are monitored by management to assess the Company's operating and financial performance and to assist in business decision-making. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and other stakeholders use this information to evaluate the Company's operating and financial performance; however, as explained elsewhere herein, these non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Refer to section "Non-IFRS Measures" of this MD&A for additional information regarding these non-IFRS measures.
This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in sections "Risks and Uncertainties" and "Cautionary Statements" at the end of this MD&A.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
TABLE OF CONTENTS
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
BUSINESS OVERVIEW
Galiano was incorporated on September 23, 1999, under the Business Corporations Act of British Columbia, Canada. Galiano is a gold mining company with a strategic vision to become a mid-tier producer. The Company's operating gold mine is the Asanko Gold Mine ("AGM") located on the Asankrangwa Gold Belt in the Republic of Ghana ("Ghana"), West Africa. The AGM consists of four primary open-pit deposits: Abore, Nkran, Esaase and Miradani North, multiple satellite deposits and a carbon-in-leach processing plant, with a capacity of 5.8 million tonnes ("Mt") per annum. The AGM also owns various exploration licenses across the highly prospective and underexplored Asankrangwa Gold Belt.
Galiano is focused on growing a sustainable business to create value for all stakeholders through production, exploration, and disciplined deployment of its financial resources.
The Company's common shares trade under the symbol "GAU" on the Toronto Stock Exchange in Canada and the NYSE American Stock Exchange in the United States.
Additional information on the Company, including its most recent Annual Information Form ("AIF"), is available under the Company's SEDAR+ profile at www.sedarplus.ca and the Company's website: www.galianogold.com.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
Q1 2026 HIGHLIGHTS
Safety
-
No lost-time injuries ("LTI") nor total recordable injuries (inclusive of LTIs) ("TRI") recorded. The AGM has achieved 8.8 million hours worked without an LTI as of March 31, 2026.
-
12‐month rolling LTI and TRI frequency rates as of March 31, 2026 of 0.00 and 0.11 per million hours worked, respectively.
Financial
-
Cash and cash equivalents of $114.9 million as of March 31, 2026 and no debt.
-
Generated cash flow from operating activities of $46.7 million during Q1 2026, an 80% increase from Q1 2025.
-
Income from mine operations of $72.5 million during Q1 2026.
-
Net income of $0.13 and adjusted net income1 of $0.11 per common share (basic) during Q1 2026.
-
Adjusted EBITDA1 of $93.4 million during Q1 2026, an increase of 364% from Q1 2025.
Mining Operations
- Mined 1.5 Mt of ore at an average mined grade of 0.9 grams per tonne ("g/t") gold with a strip ratio of 6.0:1. Approximately 70% of mined ore was from the Abore deposit.
Processing
-
1.3 Mt of ore was milled at an average feed grade of 0.9 g/t, with metallurgical recovery averaging 90%. Mill availability during Q1 2026 was 89% due to a planned 5-day maintenance shutdown.
-
Produced 34,747 ounces of gold, a 68% increase compared to Q1 2025, and in line with the Company's first half indicative production range.
-
Sold 34,181 ounces of gold at a record quarterly average price of $4,857 per ounce ("/oz"), excluding the effect of realized losses on gold hedging instruments.
Nkran Cut 3 Development
-
Development of Cut 3 at the Nkran deposit continued with 4.7 Mt of waste mined. Additional mining equipment is expected to be mobilized during Q2 2026 and, thereafter, mined volumes at Nkran are forecast to increase significantly.
-
Capitalized development pre-stripping costs at Nkran Cut 3 of $13.5 million.
Costs
-
All-in sustaining costs1 ("AISC") of $2,361/oz, a 6% decrease compared to Q1 2025 despite higher royalties expense.
-
FY 2026 AISC1 guidance has been revised to between $2,300/oz and $2,600/oz (previously $2,000/oz and $2,300/oz), resulting from the amendment to Ghana’s royalty framework.
____________________________________________
1 Non-IFRS measure. Refer to "Non-IFRS Measures" in this MD&A.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
Exploration
-
Drilled 11,578 meters (“m”) at the Abore deposit, which consisted of infill and step-out drilling up to 200m below the existing underground Mineral Resource boundary. Drilling successfully indicated extension of mineralization at depth, along strike, and across previously untested areas outside the current underground Mineral Resource. Highlights from the Q1 2026 Abore drilling program, as reported in the Company’s news release dated May 11, 2026, included:
-
Main pit ore shoot expanded ~95m further down dip to the north;
-
~200m of strong mineralization defined between the Main pit ore shoot and the saddle zone;
-
High-grade intercept below the northern end of Main pit, which remains open; and
-
High-grade mineralization intersected up to 180m below the current underground Mineral Resource.
-
Completed 2,501m of infill drilling at Esaase to support the conversion of Inferred Mineral Resources to the Indicated category. Following successful initial results, the Company has expanded the FY 2026 exploration budget by $7.5 million to complete a total program of 33,000m at Esaase.
RECENT DEVELOPMENTS
-
The Company published updated mineral reserve and mineral resource estimates for the AGM on February 12, 2026. Refer to the Company’s news release dated February 12, 2026, a copy of which is available under the Company’s SEDAR+ profile at www.sedarplus.ca, for additional disclosure regarding the AGM’s Mineral Reserve and Mineral Resource estimates, including key assumptions underlying the estimates.
-
Effective March 10, 2026, the Government of Ghana passed into law a bill to amend the country's royalty framework applicable to gold miners. Under this amendment, gold royalties payable are subject to a sliding scale, starting at 5% (if gold prices are below $1,900/oz) and increasing to 12% (if gold prices exceed $4,500/oz).
-
On March 13, 2026, the Government of Ghana passed into law an amendment to the Growth and Sustainability Levy ("GSL") rate, reducing it from 3% to 1% of gold revenues.
-
On March 20, 2026, the Company was added to the VanEck Junior Gold Miners ETF ("GDXJ"), following the GDXJ's most recent semi-annual review and rebalancing.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
2026 GUIDANCE AND OUTLOOK
FY 2026 production guidance for the AGM remains between 140,000 ounces and 160,000 ounces of gold. As a result of the amendment to Ghana’s royalty law applicable to gold miners, which had an effective date of March 10, 2026, FY 2026 AISC1 is now guided to between $2,300/oz and $2,600/oz (previously $2,000/oz and $2,300/oz) at an assumed gold price of $4,500/oz. If diesel prices in Ghana remain elevated for a prolonged period, the AGM’s forecast AISC1 for FY 2026 would be approximately $100/oz to $130/oz higher.
AISC1 for the AGM is anticipated to reduce over 2026 and in 2027 as grades from Abore increase and drive higher production.
The Abore deposit is expected to provide the majority of mill feed in FY 2026, with the Esaase deposit providing supplementary ore. Higher mined grades are expected from Abore in the second half of the year, therefore gold production is forecast to be weighted to the back half of FY 2026. Given the expected ramp-up of gold production over FY 2026, the Company reaffirms indicative production ranges for the first and second half of 2026 as follows.
| Unit | H1 2026 | H2 2026 | |
| Gold production | Oz | 60,000 to 70,000 | 80,000 to 90,000 |
Total sustaining capital expenditures are guided to between $16 million to $18 million for FY 2026, excluding sustaining capitalized stripping costs. Sustaining capital expenditures in FY 2026 include the expansion of the tailings facility, minor upgrades to the processing plant, and upgrades to mine camp infrastructure.
Development capital for FY 2026 is guided at between $120 million to $140 million, which primarily relates to Nkran Cut 3 waste stripping ($100 million to $120 million) and village resettlement costs. Mined volumes at Nkran Cut 3 are expected to increase significantly from Q2 2026 onwards as additional mining equipment is mobilized to the AGM.
Following positive results from the initial phase of infill drilling at the Esaase deposit, the program has been expanded by 24,000m with an estimated cost of $7.5 million. Exploration expenditures at the AGM are now guided to between $24 million to $26 million (previously $17 million to $19 million), targeting Mineral Reserve growth at Esaase, underground Mineral Resource expansion at Abore, and priority greenfield areas on the AGM's tenements.
(1) Non-IFRS measure. Refer to section "Non-IFRS Measures" in this MD&A.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS
| Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | |
| Mining Operations | |||||
| Ore mined ('000t) | 1,521 | 1,575 | 1,605 | 1,365 | 1,296 |
| Waste mined ('000t) | 9,084 | 8,337 | 9,067 | 8,101 | 8,314 |
| Strip ratio (waste-to-ore) | 6.0 | 5.3 | 5.7 | 5.9 | 6.4 |
| Average gold grade mined (g/t) | 0.9 | 0.9 | 0.8 | 0.8 | 0.8 |
| Mining costs ($/t mined) | 3.73 | 3.94 | 3.38 | 3.59 | 3.31 |
| Ore tonnes trucked ('000 t) | 1,163 | 1,069 | 1,288 | 1,030 | 1,053 |
| Ore transportation costs ($/t trucked) | 4.42 | 4.45 | 4.35 | 4.49 | 4.43 |
| Processing | |||||
| Ore milled ('000t) | 1,305 | 1,369 | 1,283 | 1,193 | 1,086 |
| Average mill head grade (g/t) | 0.9 | 1.0 | 0.9 | 0.8 | 0.8 |
| Average recovery rate (%) | 90 | 91 | 91 | 89 | 87 |
| Processing costs ($/t milled) | 12.79 | 12.13 | 12.57 | 12.89 | 14.37 |
| General and administrative costs ($/t milled) | 7.09 | 7.58 | 6.62 | 6.24 | 5.78 |
| Gold produced (oz) | 34,747 | 37,574 | 32,533 | 30,350 | 20,734 |
| Development Stripping - Nkran Cut 3 | |||||
| Waste mined ('000t) | 4,707 | 4,324 | 3,426 | 1,723 | 810 |
| Mining costs ($/t mined) | 2.85 | 2.48 | 3.29 | 4.00 | 3.98 |
| Development capitalized stripping costs ($m) | 13.5 | 11.1 | 12.0 | 6.9 | 3.2 |
| Capital Expenditures | |||||
| Sustaining capital ($m) | 3.6 | 4.4 | 4.2 | 2.2 | 1.3 |
| Development capital ($m) | 3.4 | 0.7 | 2.9 | 4.9 | 3.3 |
| Sustaining capitalized stripping costs ($m) | 6.4 | 11.7 | 11.9 | 15.1 | 11.9 |
| Financial, Costs and Cash Flow | |||||
| Revenue ($m) | 166.5 | 159.7 | 114.2 | 97.3 | 76.6 |
| Gold sold (oz) | 34,181 | 38,276 | 32,577 | 29,287 | 26,994 |
| Average gold sales price - gross ($/oz)(1) | 4,857 | 4,164 | 3,501 | 3,317 | 2,833 |
| Average gold sales price - net ($/oz)(2) | 4,122 | 3,744 | 3,099 | 2,951 | 2,651 |
| AISC ($/oz sold)(3) | 2,361 | 2,033 | 2,283 | 2,251 | 2,501 |
| Income (loss) from mine operations ($m) | 72.5 | 51.1 | 10.0 | 24.7 | (19.8) |
| Adjusted net income (loss) ($m)(3) | 29.5 | 40.0 | (2.8) | 21.0 | 1.4 |
| Adjusted EBITDA ($m)(3) | 93.4 | 85.5 | 37.8 | 39.9 | 20.1 |
| Cash flow from operating activities ($m) | 46.7 | 55.8 | 40.4 | 35.8 | 25.9 |
(1) Gross average gold sales price is a non-IFRS measure and calculated by dividing revenue, as reported in the Company's consolidated financial statements, by the number of gold ounces sold during the period.
(2) Net average gold sales price is a non-IFRS measure and calculated by dividing revenue less realized losses on gold hedge derivative instruments, as reported in the Company's consolidated financial statements, by the number of gold ounces sold during the period.
(3) Non-IFRS measure. Refer to "Non-IFRS Measures" in this MD&A.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
Q1 2026 Operational Analysis for the Asanko Gold Mine
Mining Operations
Abore
-
Mined 1.1 Mt of ore, consistent with Q4 2025, at an average grade of 0.9 g/t gold.
-
Strip ratio of 6.1:1, in line with Q4 2025.
Esaase
-
Mined 0.4 Mt of ore, an increase of 123% from Q4 2025, at an average grade of 0.7 g/t gold. Ore tonnes mined were lower in Q4 2025 due to the temporary suspension of mining at Esaase that resulted from a community incident.
-
Strip ratio of 5.9:1, an increase of 28% from Q4 2025.
Mining Operating Costs
Mining costs per tonne at Abore and Esaase for Q1 2026 amounted to $3.73 per tonne ("/t") compared to $3.31/t in Q1 2025. The increase in mining costs per tonne in Q1 2026 was attributable to higher drill and blast costs, resulting from mining a higher proportion of fresh rock at Abore, and increasing mining depths and haul distances.
Ore Transportation
Ore transportation reflects ore transported from mined deposits located greater than 5 kilometers ("km") from the processing plant, which currently includes the Abore and Esaase deposits. Ore transported from closer deposits is considered rehandling, the costs of which are included within mining costs. During the quarter, 1.2 Mt of ore was trucked from the Abore and Esaase deposits to the processing plant, compared to 1.1 Mt in Q4 2025.
Ore transportation unit costs in Q1 2026 were in line with Q1 2025, as material was trucked from both Abore and Esaase to the AGM processing plant in each period.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
Processing
Gold Production
The AGM produced 34,747 ounces of gold during Q1 2026, a decrease of 8% from Q4 2025, as the processing plant in Q1 2026 milled 1.3 Mt of ore at an average grade of 0.9 g/t with metallurgical recovery averaging 90%. Approximately 60% of the mill feed was sourced from mined ore at Abore, with the remainder of mill feed primarily from the Esaase deposit.
Milled Tonnes
Mill throughput in Q1 2026 was 5% lower than Q4 2025 due to a planned 5-day shutdown of the processing plant to complete a mill reline and other planned maintenance. This resulted in mill availability of 89% during Q1 2026.
Mill throughput was 20% higher in Q1 2026 than the comparative period of 2025 due to the commissioning of the permanent secondary crushing circuit in July 2025, as well as an unplanned mill shutdown in Q1 2025.
Average Head Grade
Average mined grades in Q1 2026 were slightly lower than Q4 2025 due to spatial differences in the areas mined.
Processing Costs
Processing costs per tonne for Q1 2026 was $12.79, an 11% decrease from Q1 2025. The decrease in processing costs per tonne was largely driven by higher mill throughput volumes, partly offset by costs associated with a mill reline and other maintenance activities in Q1 2026.
Capital Expenditures
Sustaining capital expenditures totaled $3.6 million during Q1 2026, an increase of $2.3 million compared to Q1 2025. The increase in sustaining capital expenditures was largely driven by costs associated with a tailings facility expansion.
Development capital expenditures during Q1 2026 totaled $3.4 million, in line with Q1 2025. Development capital expenditures in Q1 2026 related primarily to costs associated with relocating villages near the AGM's operations.
Nkran Cut 3 Development
Development of Cut 3 at the Nkran deposit continued during the quarter with 4.7 Mt of waste rock mined, an increase of 9% from Q4 2025. Mining costs per tonne at Nkran for Q1 2026 amounted to $2.85/t compared to $3.98/t in Q1 2025. The decrease in mining costs per tonne was attributable to higher volumes mined. At total of $13.5 million in stripping costs were capitalized at Nkran during Q1 2026. These stripping costs are classified as development capital expenditures.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
The mining contractor is currently mobilizing additional mining equipment to the AGM; therefore, mined volumes at Nkran are forecast to increase significantly in the second half of 2026.
Total Cash Costs and AISC
Total Cash Costs1
During Q1 2026, total cash costs1 were $1,735/oz, compared to $1,730/oz in the comparative period. The total cash costs1 were flat quarter-on-quarter as higher gold ounces sold were offset by higher royalties resulting from higher average gold sales prices and the amendment to Ghana's royalty framework.
Total cash costs per ounce1 in Q1 2026 were 21% higher than Q4 2025 due to higher royalties and 11% fewer gold ounces sold. The impact of the new sliding scale royalty on Q1 2026 total cash costs1 was approximately $80/oz.
AISC1
During Q1 2026, AlSC1 was $2,361/oz, compared to $2,501/oz in Q1 2025. The decrease in AlSC1 resulted from a 27% increase in gold ounces sold in Q1 2026, partly offset by a $10.0 million increase in royalties.
Relative to Q4 2025, AISC1 increased by 16% in Q1 2026 due to lower gold sales volumes and a $3.1 million increase in royalties, as discussed above.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
EXPLORATION ACTIVITIES
The Company holds a district-scale land package of 476km2 on the highly prospective and underexplored Asankrangwa Gold Belt. During Q1 2026, the AGM conducted exploration programs to assess existing mineralization and expansion potential at several deposits, while also evaluating their broader resource prospects. Concurrent efforts focused on identifying greenfield exploration opportunities throughout the regional tenement portfolio.
Following a very successful 2025 program, exploration efforts at the AGM in 2026 will be focused on supporting a revised life of mine plan and mineral reserve and mineral resource updates, anticipated in Q1 2027.
Exploration activities will be heavily focused on delivering near-term value through mineral reserve and mineral resource growth within the brownfields space, while simultaneously continuing to advance the greenfields generative portfolio at the AGM via early-stage fieldwork and drill testing at numerous high-priority regional targets.
Esaase
A phased program of infill drilling is planned for Esaase through 2026, which is designed to convert existing open pit Mineral Resources from the Inferred to Indicated category, and has the potential to significantly increase the Esaase Mineral Reserve and support planning for potential future open pit expansion.
Phase 1 of the Esaase infill drilling program consists of a planned 9,000m focused on the Main pit. The drilling commenced ahead of schedule in February with a rolling mobilization of up to four drill rigs operational by the end of Q1 2026. 2,501m of drilling was completed in Q1 2026. Partial assays have been received and are currently undergoing quality assurance and quality control (“QA/QC”) measures.
Following successful early results in Phase 1, the Company has committed to the full program of 33,000m, which is estimated to cost an additional $7.5 million in 2026 than previously guided. This program is expected to be completed in advance of the 2027 Mineral Resource and Mineral Reserve update planned for Q1 2027.
Results received to date continue to demonstrate exceptional Mineral Resource growth potential at Abore, with drilling successfully extending mineralization at depth, along strike, and across previously untested areas outside the current underground Mineral Resource.
Current step-out drilling has intersected mineralization up to 180m below the existing underground Mineral Resource, while infill drilling has improved continuity across key mineralized zones that currently sit outside the existing Mineral Resource. Drilling beneath the Main and South pit areas also continues to confirm robust extensions of mineralization both down plunge and along strike of existing mineralization. Significant intercepts from the Q1 2026 Abore drilling program included:
- Hole ABDD26-477 intersected 3.9 g/t gold (“Au”) over 53m from 179m
- Hole ABDD26-459 intersected 4.7 g/t Au over 32m from 420m
- Hole ABDD26-468 intersected 2.8 g/t Au over 29m from 371m
- Hole ABDD26-474 intersected 2.2 g/t Au over 34m from 317m
- Hole ABDD26-472 intersected 2.2 g/t Au over 32m from 343m
- Hole ABDD26-458 intersected 3.0 g/t Au over 21m from 508m
- Hole ABDD26-478 intersected 4.1 g/t Au over 9m from 382m, and 3.3 g/t Au over 17m from 480m
- Hole ABDD26-456 intersected 8.4 g/t Au over 6m from 457m and 4.8 g/t Au over 5m from 500m
- Hole ABDD26-447 intersected 4.3 g/t Au over 11m from 301m
Refer to the Company’s news release dated May 11, 2026, a copy of which is available under the Company’s SEDAR+ profile at www.sedarplus.ca, for additional information regarding these drill results, including data verification and QA/QC measures.
Abore
Drilling at Abore continued in Q1 2026 with 11,578m completed of a planned program total of 32,000m of diamond drilling. This drilling is part of the 2026 Abore drilling program that aims to continue to grow the underground Mineral Resource through step-out drilling to at least 200m below the maiden underground Mineral Resource that was released in February 2026. Drilling consists of selective infill drilling designed to prove continuity of mineralization within and below the current underground Mineral Resource, with flexibility to step-out and test for mineralization at deeper elevations based on results as drilling progresses.
Greenfield Targets
Work on regional greenfield targets across the AGM's tenements in Q1 2026 was focused on the New Obuase prospecting lease, which contains the Nsoroma, Ahuofe and other priority targets located along strike to the southwest of the Nkran deposit. Work in Q1 2026 consisted of localized ground truthing and regolith mapping over multiple targets.
Exploration Costs
Exploration expenditure in Q1 2026 was $5.0 million and are tracking in line with guidance.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE
Sustainability is at the core of Galiano's business strategy. The Company believes that a comprehensive sustainability strategy is integral to meeting its strategic objectives by positively supporting stakeholder relationships, improving risk management, reducing the AGM's production costs, and benefiting host communities beyond the life of the mine.
For further details on the Company's sustainability program, refer to the Company's 2024 Sustainability Report published on May 12, 2025, which is available on the Company's website at www.galianogold.com.
Health & Safety
| Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | |
| Health and safety | |||||
| LTIs(1) | - | - | - | - | 2 |
| TRIs(1) | - | - | 1 | - | 3 |
| 12-month rolling LTI frequency rate(1) | 0.00 | 0.24 | 0.39 | 0.42 | 0.43 |
(1) The Company records and reports injuries in accordance with the International Council on Mining and Metals' (ICMM) Mining Principles.
Safety performance remained strong in Q1 2026, with no injuries recorded. The Company achieved 12 consecutive months, and 8.8 million hours worked, without a reported LTI. As of March 31, 2026, it had been 365 days since an LTI occurred.
Social Performance
Implementation of the Five-Year Socio-Economic Development Plan continued during Q1 2026, with steady progress across employment and income-generating initiatives, skills development, and infrastructure partnerships, including advancement of youth apprenticeship programs. Stakeholder engagement across catchment communities also remained strong.
Environmental Performance
Environmental monitoring during Q1 2026 indicated full compliance with regulatory standards for water, air quality, and noise. Routine quarterly regulatory inspections were completed during Q1 2026, including of the AGM's tailings facility, with no non-conformances identified.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
MACROECONOMIC FACTORS
Gold Price
The price of gold is the largest single external factor in determining the Company's profitability and cash flow from operations. Therefore, the financial performance of the Company is expected to be closely linked to the price of gold. Historically, the price of gold has been subject to volatile price movements over short periods of time and affected by numerous macroeconomic factors that are beyond the Company's control. The price of gold may be impacted by currency exchange rate fluctuations and the relative strength of the US dollar, the supply of and demand for gold, geopolitical events, and macroeconomic factors, such as interest rates and inflation expectations. During Q1 2026, the price of gold traded between a low of $4,353/oz at the beginning of January and a high of $5,405/oz in late January. The average gold price for Q1 2026 amounted to $4,873/oz, based on the London Bullion Market Association ("LBMA") PM benchmark, compared to the Q1 2025 average price of $2,860/oz. Gold prices during Q1 2026 were influenced by central bank purchasing, geopolitical risks, and volatility in interest rates and the US dollar, among other factors. Central bank demand for gold continues to be a key driver influencing prices, as central banks diversify their reserve holdings away from treasuries and into gold.
During Q1 2026, the Company's average gross gold sales price was $4,857/oz, excluding the effect of realized losses on gold hedging instruments.
Ghana Economy
In October 2023, the International Monetary Fund ("IMF") and the Ghana government reached a staff-level agreement on the first review of its $3.0 billion financing arrangement over a 3-year period (the "IMF Loan"). In December 2025, the IMF and Ghana agreed on the fifth review of the country's economic reform agenda, providing Ghana with access to an additional $385.0 million under the IMF Loan, bringing total disbursements under the IMF Loan to $2.8 billion.
Ghana's recent fiscal climate has not materially impacted the operations of the AGM, as much of the cost structure is tied to the US dollar.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
During Q1 2026, the Ghanaian Cedi ("Cedi") depreciated by approximately 5% relative to the US dollar. Periods when the Cedi demonstrates strength relative to the US dollar puts moderate pressure on the AGM's cost and capital structure. However, most of the AGM's significant cost drivers (e.g. mining contracts, diesel) are denominated in US dollars, thus isolating them from volatile movements in the Cedi.
Oil Prices
During Q1 2026, tensions in the Middle East escalated, resulting in the temporary closure of the Strait of Hormuz (“Strait”). It is estimated that 20% to 30% of global oil supply flows through the Strait and, consequently, oil prices have experienced a rapid appreciation in 2026 with Brent crude oil spot prices advancing to approximately $110 per barrel as of May 12, 2026.
Diesel fuel is a key cost driver of the AGM’s cost structure. To the extent oil prices remain at elevated levels, the AGM’s mining costs would be impacted. Since closure of the Strait in early March 2026, diesel prices in Ghana have increased by approximately 75% as of April 30, 2026.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
REVIEW OF Q1 2026 CONSOLIDATED FINANCIAL RESULTS
Selected financial results for the three months ended March 31, 2026 and 2025
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars, except per share amounts) | $ | $ | ||||
| Revenue | 166,524 | 76,590 | ||||
| Realized and unrealized losses on gold hedges | (21,896 | ) | (35,116 | ) | ||
| Net revenue | 144,628 | 41,474 | ||||
| Cost of sales: | ||||||
| Production costs | (45,250 | ) | (42,242 | ) | ||
| Depreciation and depletion | (12,380 | ) | (14,393 | ) | ||
| Royalties | (14,545 | ) | (4,595 | ) | ||
| Total cost of sales | (72,175 | ) | (61,230 | ) | ||
| Income (loss) from mine operations | 72,453 | (19,756 | ) | |||
| General and administrative expenses | (5,475 | ) | (5,100 | ) | ||
| Exploration and evaluation expenditures | (722 | ) | (1,471 | ) | ||
| Income (loss) from operations | 66,256 | (26,327 | ) | |||
| Finance income | 644 | 1,126 | ||||
| Finance expense | (5,723 | ) | (3,995 | ) | ||
| Foreign exchange loss | (1,360 | ) | (196 | ) | ||
| Income (loss) before taxes | 59,817 | (29,392 | ) | |||
| Current income tax expense | (23,236 | ) | - | |||
| Deferred income tax recovery | 279 | - | ||||
| Net income (loss) and comprehensive income (loss) | 36,860 | (29,392 | ) | |||
| Weighted average number of shares outstanding: | ||||||
| Basic | 260,277,611 | 257,172,124 | ||||
| Diluted | 269,732,725 | 257,172,124 | ||||
| Net income (loss) per share attributable to common shareholders: | ||||||
| Basic | 0.13 | (0.10 | ) | |||
| Diluted | 0.12 | (0.10 | ) | |||
Revenue
During Q1 2026, the Company sold 34,181 ounces of gold at a quarterly record average gold price of $4,857/oz for revenue of $166.5 million (including $0.5 million of by-product silver revenue). During Q1 2025, the Company sold 26,994 ounces of gold at an average gold price of $2,833/oz for gross revenue of $76.6 million (including $0.1 million of by-product silver revenue). The average gold sales price, including the effect of realized gold hedging losses, for Q1 2026 amounted to $4,122/oz.
The increase in revenue quarter-on-quarter was due to a 71% increase in average gold sales prices and a 27% increase in gold ounces sold.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
Realized and Unrealized Losses on Gold Hedges
In Q4 2025, the Company changed its presentation of realized and unrealized gains (losses) on gold hedge derivative instruments from a component of finance expense to a component of net revenue. The Q1 2025 comparative period financial information has been restated to conform with the current period presentation.
During Q1 2026, the Company recorded a $25.1 million realized loss on settled hedges, of which $18.1 million was recognized in previous periods. The Company also recorded a $14.8 million unrealized loss during the quarter on its remaining hedged gold ounces. The unrealized loss was driven by an increase in gold prices during Q1 2026.
Refer to "Liquidity and Capital Resources" in this MD&A for details regarding the Company's remaining gold hedging program.
Production Costs
During Q1 2026, the Company incurred production costs of $45.3 million, compared to $42.2 million in Q1 2025. Production costs were higher than the comparative period due to more gold ounces sold in Q1 2026.
Depreciation and Depletion
During Q1 2026, depreciation and depletion expense was $12.4 million, compared to $14.4 million in Q1 2025. The decrease in depreciation and depletion expense resulted from a change in estimate of the AGM's total mineral reserve ore tonnes effective January 1, 2026, resulting in less depletion expense on mineral properties depreciated on a units-of-production basis.
Royalties
Until March 10, 2026, all of the AGM's concessions were subject to a 5% gross revenue royalty payable to the Government of Ghana. Effective March 10, 2026, the Government of Ghana passed into law a bill to amend the country's royalty framework such that gold royalties are subject to a sliding scale, starting at 5% and increasing to 12% when gold prices exceed $4,500/oz.
On March 13, 2026, the Government of Ghana passed into law an amendment to the GSL rate, reducing it from 3% to 1% of gold revenues. The GSL is presented as a royalty expense in the Statement of Operations.
The net effect of the aforementioned royalty amendments is an increase in total royalty rates from 8% to 13% at current spot gold prices.
Royalties expense was higher in Q1 2026 due to higher recorded revenues and the previously described amendments to royalty rates.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
General and Administrative ("G&A") Expenses
G&A expenses in Q1 2026 were $0.4 million higher than Q1 2025 primarily due to an increase in share-based compensation expense, resulting from an increase in the fair value of cash-settled long-term incentive plan awards linked to the price of the Company's common shares.
Finance Expense
The following table summarizes significant components of finance expense for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars) | $ | $ | ||||
| Interest on lease liabilities | (1,257 | ) | (1,563 | ) | ||
| Accretion expense on asset retirement provisions | (798 | ) | (687 | ) | ||
| Accretion expense on deferred consideration | (420 | ) | (754 | ) | ||
| Change in fair value of contingent consideration | (1,669 | ) | (892 | ) | ||
| Fair value adjustment on marketable securities | (669 | ) | - | |||
| RCF standby fee | (315 | ) | - | |||
| Other | (595 | ) | (99 | ) | ||
| Total finance expense | (5,723 | ) | (3,995 | ) | ||
Finance expense was higher in Q1 2026 due to the change in fair value of the Nkran royalty resulting from higher forecast gold prices that impact the amount of estimated future royalty payments. Additionally, the Company recorded a $0.7 million unrealized mark-to-market loss on its marketable securities in Q1 2026.
Foreign Exchange Loss
The majority of the foreign exchange loss was unrealized and related to the quarter-end revaluation of value added tax ("VAT") receivables in Ghana that are denominated in Cedis. As noted previously, the value of the Cedi depreciated against the US dollar during the quarter, resulting in an unrealized revaluation loss on VAT receivables.
Current Income Tax Expense
During Q1 2026, the Company recorded current income tax ("CIT") expense of $23.2 million. The CIT expense relates entirely to taxable income generated in Ghana by the AGM, which is subject to a statutory tax rate of 35%. The increase in CIT expense quarter-on-quarter was due to higher gold prices and more gold ounces sold. Additionally, in Q1 2025, the Company's Ghanaian operating subsidiary had tax losses carried forward from prior years, which were utilized to offset taxes payable.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
FINANCIAL CONDITION
| March 31, | December 31, | ||
| 2026 | 2025 | ||
| (in thousands of US dollars) | $ | $ | |
| Cash and cash equivalents | 114,936 | 108,327 | Cash and cash equivalents increased resulting from positive operating cash flow and supported by record high gold prices, partly offset by capital expenditures and lease payments at the AGM. |
| Other current assets | 123,424 | 93,856 | Other current assets increased primarily due to a buildup of ore stockpiles and higher VAT receivables. Non-current assets increased due to capitalized stripping costs at the Abore, Esaase and Nkran deposits. |
| Non-current assets | 412,865 | 396,868 | |
| Total assets | 651,225 | 599,051 | |
| Current liabilities | 246,973 | 220,580 | Current liabilities increased due to gold hedge liabilities and higher income taxes paybale. Non-current liabilities decreased due to remaining gold hedge liabilities now being classified as current liabilities. |
| Non-current liabilities | 142,848 | 156,813 | |
| Total liabilities | 389,821 | 377,393 | |
| Common shareholders' equity | 254,433 | 218,856 | Shareholders ' equity increased as the Company reported net earnings for the three months ended March 31, 2026. |
| Non-controlling interest | 6,971 | 2,802 | |
| Total liabilities and equity | 651,225 | 599,051 |
LIQUIDITY AND CAPITAL RESOURCES
A key financial objective of the Company is actively managing its cash balance and liquidity to achieve positive operating cash flows that internally fund operating, capital and project development requirements, and generate shareholder returns. Material changes in the Company's liquidity and capital resources will be substantially determined by the success or failure of the Company's operations, exploration, and development programs, the ability to obtain equity or other sources of financing, and the price of gold.
On December 19, 2025, the Company entered into the $75.0 million revolving credit facility ("RCF") with Rand Merchant Bank ("RMB"). The purpose of the RCF is for general working capital requirements. The RCF has a 4-year term and floating interest rate based on the Secured Overnight Financing Rate (SOFR) plus a margin of 3.95% per annum, while the undrawn portion of the RCF is subject to a standby fee of 1.38% per annum. As of March 31, 2026, the Company had not drawn on the RCF and was in full compliance with all covenants.
The Company's cash and cash equivalents of $114.9 million as of March 31, 2026, together with available funds under the RCF and projected cash flows from operations over the next 12 months at current spot gold prices, are expected to be sufficient to satisfy the Company's financial, operating, capital commitments and contractual obligations requiring settlement within the next 12 months, including the $30.0 million deferred consideration payment due on December 31, 2026. However, the Company's cash flows and its ability to meet working capital requirements and contractual obligations is significantly influenced by the price of gold. Volatility in the gold price contributes to risk that cash flow from operations and other sources of liquidity will be insufficient to meet the Company's financial obligations as they become due and fund the Company's ongoing development and exploration projects. The Company aims to manage its liquidity by ensuring that it can manage spending and provide adequate cash flow to meet all commitments as they fall due.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
Working Capital
As at March 31, 2026, the Company had net working capital deficiency of $1.6 million (December 31, 2025 - $11.4 million). The increase in net working capital since December 31, 2025 was primarily due to an increase in the Company's cash and cash equivalents resulting from higher gold prices, a build-up of ore stockpiles, and higher VAT receivables. These factors were partly offset by an increase in income taxes payable.
| March 31, 2026 | December 31, 2025 | |||||
| (in thousands of US dollars) | $ | $ | ||||
| Cash and cash equivalents | 114,936 | 108,327 | ||||
| Accounts receivable | 189 | 71 | ||||
| Inventories | 86,740 | 70,802 | ||||
| Value added tax receivables | 23,769 | 10,808 | ||||
| Prepaid expenses and other | 12,726 | 12,175 | ||||
| Accounts payable and accrued liabilities | (90,435 | ) | (87,053 | ) | ||
| Income taxes payable | (19,909 | ) | (4,167 | ) | ||
| Financial liabilities | (85,061 | ) | (77,317 | ) | ||
| Lease liabilities - current | (15,911 | ) | (16,806 | ) | ||
| Deferred consideration | (28,662 | ) | (28,242 | ) | ||
| Total net working capital (deficiency) | (1,618 | ) | (11,402 | ) |
Cash Flows
The following table provides a summary of the Company's cash flows for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars) | $ | $ | ||||
| Cash provided by (used in): | ||||||
| Operating activities | 46,689 | 25,892 | ||||
| Investing activities | (35,059 | ) | (21,613 | ) | ||
| Financing activities | (4,846 | ) | (3,366 | ) | ||
| Impact of foreign exchange on cash and cash equivalents | (175 | ) | (307 | ) | ||
| Increase in cash and cash equivalents during the period | 6,609 | 606 | ||||
| Cash and cash equivalents, beginning of period | 108,327 | 105,775 | ||||
| Cash and cash equivalents, end of period | 114,936 | 106,381 | ||||
Cash Flows from Operating Activities
The $20.8 million increase in operating cash flows during Q1 2026 was driven by higher revenues resulting from higher average gold sales prices and more gold ounces sold, relative to the comparative period of 2025.
Cash Flows used in Investing Activities
During Q1 2026, the Company invested $35.6 million in additions to mineral properties, plant and equipment ("MPP&E") (Q1 2025 - invested $22.1 million in additions to MPP&E). Total cash expenditures on MPP&E during the current quarter included $13.5 million of development pre-stripping costs at Nkran Cut 3, $10.7 million of sustaining waste stripping costs at the Abore and Esaase deposits, capitalized infill drilling at Abore and Esaase and costs related to a tailings facility expansion. The increase in capital expenditure during Q1 2026 was largely due to higher volumes mined at Nkran Cut 3.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
Cash Flows used in Financing Activities
Cash flows used in financing activities primarily related to capitalized lease payments on the Company's mining and other service contracts. The increase in cash flows used in financing activities in Q1 2026 was due to additional lease agreements entered into in the second half of 2025. The Company also received $1.3 million from the exercise of stock options in Q1 2026.
Commitments and Contractual Obligations
The following table summarizes the Company's commitments and contractual obligations as at March 31, 2026 and December 31, 2025.
| Less than | 1-3 | 4-5 | After | March 31, | December 31, | |||||||||||||
| (in thousands of US dollars) | 1 year | years | years | 5 years | 2026 | 2025 | ||||||||||||
| Accounts payable and accrued liabilities | 76,570 | - | - | - | 76,570 | 73,473 | ||||||||||||
| Gold hedges | 85,061 | - | - | - | 85,061 | 88,311 | ||||||||||||
| Long-term incentive plan (cash-settled awards) | 13,865 | - | - | - | 13,865 | 14,066 | ||||||||||||
| Mining and other services contracts | 21,678 | 22,270 | 14,220 | - | 58,168 | 63,901 | ||||||||||||
| Asset retirement provisions (undiscounted) | - | 2,178 | 1,453 | 79,216 | 82,847 | 81,553 | ||||||||||||
| Deferred and contingent consideration | 30,000 | 30,000 | 9,495 | 5,903 | 75,398 | 73,004 | ||||||||||||
| (undiscounted) | ||||||||||||||||||
| Corporate office lease | 114 | 236 | 174 | - | 524 | 561 | ||||||||||||
| Total commitments | 227,288 | 54,684 | 25,342 | 85,119 | 392,433 | 394,869 |
The gold hedges commitment represents the mark-to-market fair value of the Company's current gold hedging program (see "Gold Price Hedging" below) based upon a spot price of approximately $4,608/oz as of March 31, 2026. The settlement amount of these hedges will depend on the price of gold at the settlement date.
Long-term incentive plan commitments due within one year include all cash-settled deferred share unit ("DSU") awards granted to directors of the Company prior to 2025 amounting to $12.1 million. These commitments are current liabilities because the timing of payments could be accelerated if a director retires, or in the event of a change of control. DSU awards granted from the beginning of FY 2025 will be settled by the issuance of the Company's common shares.
The Company has a number of mining and other service contracts. These contracts include monthly fixed fees as well as variable cost measures. The contractual obligations disclosed in the above table relate only to the fixed fees payable to the contractors. The variable cost measures of these contracts are dependent volumes, such as bank cubic meters mined or ore tonnes transported. The expense relating to these variable payments and recognized as an operating expense was $37.5 million for the three months ended March 31, 2026 (three months ended March 31, 2025 - $25.2 million). The mining services contracts include termination clauses, which allow the Company to terminate the agreements provided a termination fee is paid to the contractor.
The timing of contingent payments, totaling $45.4 million, is management's best estimate of when payments would be required to be made based upon the AGM's current life of mine plan.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
Contingencies
In 2019, a former services provider of the AGM filed a dispute with an arbitration tribunal alleging the AGM breached the terms of a services agreement and claimed approximately $25.0 million in damages. The arbitrator ruled in favour of the AGM that there had not been a breach of any terms of the contract, yet made an award to the counterparty of approximately $13.0 million plus interest for services rendered. The Company, consistent with the arbitration ruling, maintains the view that there was no breach of contract, and all contractual amounts were paid as due. The Company has sought to appeal the arbitration ruling. On March 26, 2026, the Court of Appeal dismissed the case on a procedural matter and did not consider the substantive merits of the case, so the Company will continue to follow the mandated Ghanaian judicial process until the matter is settled.
A provision of $7.0 million has been recorded as at March 31, 2026 as management's best estimate to settle the claim (December 31, 2025 - $7.0 million). While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes the estimated provision is reasonable based on the information currently available.
Due to the nature of its business, the Company may from time to time be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. While the Company cannot reasonably predict the ultimate outcome of any such actions, and inherent uncertainties exist in predicting such outcomes, the Company believes that the ultimate resolution of these actions is not reasonably likely to have a material adverse effect on the Company's financial condition or future results of operations.
Off-Balance Sheet Arrangements
The Company has no off‐balance sheet arrangements.
Gold Price Hedging
The Company periodically enters into gold hedging arrangements to mitigate gold price risk during periods of planned elevated capital investment. During the three months ended March 31, 2026, the Company realized a $25.1 million loss on its gold hedging derivatives (three months ended March 31, 2025 - realized loss of $4.9 million). The Company does not apply hedge accounting to the gold hedges.
The Company has gold hedges for 45,000 gold ounces of production in 2026 and 7,500 gold ounces in 2027. The gold hedges have a weighted average put strike of $2,300/oz and a weighted average call strike of $3,060/oz.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
SUMMARY OF QUARTERLY FINANCIAL RESULTS
The following table provides a summary of unaudited financial data for the last eight quarters. Except for basic and diluted income (loss) per share, the totals in the following table are presented in thousands of US dollars.
| Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | |||||||||||||||||
| Gross revenue | 166,524 | 159,676 | 114,197 | 97,304 | 76,590 | 64,551 | 71,130 | 63,963 | ||||||||||||||||
| Income (loss) from mine operations | 72,453 | 51,139 | 9,977 | 24,653 | (19,756 | ) | 26,114 | 7,730 | 20,646 | |||||||||||||||
| Income (loss) from operations | 66,256 | 43,915 | 176 | 18,779 | (26,327 | ) | 7,401 | 4,190 | 12,092 | |||||||||||||||
| Net income (loss) for the period | 36,860 | 19,057 | (42,020 | ) | 21,554 | (29,392 | ) | 3,369 | 1,100 | 7,280 | ||||||||||||||
| Basic net income (loss) per share | $ | 0.13 | $ | 0.06 | $ | (0.15 | ) | $ | 0.07 | $ | (0.10 | ) | $ | 0.00 | $ | 0.00 | $ | 0.03 | ||||||
| Diluted net income (loss) per share | $ | 0.12 | $ | 0.06 | $ | (0.15 | ) | $ | 0.07 | $ | (0.10 | ) | $ | 0.00 | $ | 0.00 | $ | 0.03 | ||||||
| Adjusted net income (loss) attributable to common shareholders (1) | 29,515 | 39,959 | (2,770 | ) | 21,133 | 388 | 4,646 | 17,743 | 8,805 | |||||||||||||||
| Adjusted basic net income (loss) per share (1) | $ | 0.11 | $ | 0.15 | $ | (0.01 | ) | $ | 0.08 | $ | 0.00 | $ | 0.02 | $ | 0.07 | $ | 0.03 | |||||||
| Cash provided by operating activities | 46,689 | 55,839 | 40,449 | 35,814 | 25,892 | 13,806 | 24,449 | 4,463 | ||||||||||||||||
| EBITDA(1) | 77,308 | 67,635 | 50,412 | 49,851 | (12,098 | ) | 16,424 | 30,787 | 18,972 |
(1) Non-IFRS measure. Refer to section "Non-IFRS Measures" of this MD&A.
The decrease in income from mine operations in Q3 2024 was as a result of higher realized and unrealized losses on gold hedge derivatives.
The decrease in EBITDA1 in Q4 2024 was due to the Company terminating a gold sales offtake agreement and paying a $13.1 million termination fee.
The net loss in Q1 2025 was primarily attributable to a $30.2 million unrealized loss and a $4.9 million realized loss on gold hedge derivatives.
The net loss in Q3 2025 was due to a $25.1 million unrealized loss and a $13.1 million realized loss on gold hedge derivatives. The Company also recorded CIT and deferred income tax expenses of $21.8 million and $14.7 million, respectively.
From Q2 2025 to Q1 2026, improved mining and production rates at the AGM, coupled with higher average gold sales prices, led to strong revenue, income from operations, net earnings and operating cash flow.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
NON-IFRS MEASURES
The Company has included certain non-IFRS performance measures throughout this MD&A. These performance measures are employed by management to assess the Company's operating and financial performance and to assist in business decision-making. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and other stakeholders use this information to evaluate the Company's operating and financial performance; however, as explained elsewhere herein, these non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Total Cash Costs per Gold Ounce Sold
The Company has included the non-IFRS performance measure of total cash costs per gold ounce sold throughout this MD&A. The Company follows the recommendations of the Gold Institute Production Cost Standard (the "Gold Institute"). The Gold Institute, which ceased operations in 2002, was a non-regulatory body and represented a global group of suppliers of gold and gold products. The production cost standard developed by the Gold Institute remains the generally accepted standard of reporting cash costs of production by many gold mining companies. Total cash costs are calculated by taking production costs related to gold production, removing costs allocated to by-products and then adding royalties. Management uses total cash costs per gold ounce sold to monitor the operating performance of the AGM. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, some investors use this information to evaluate the Company's performance and ability to generate cash flow.
The following table provides a reconciliation of the AGM's total cash costs per gold ounce sold to production costs of the Company (the nearest IFRS measure) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2026 and 2025.
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars, except per ounce amounts) | $ | $ | ||||
| Production costs | 45,250 | 42,242 | ||||
| Costs allocated to by-products | (491 | ) | (127 | ) | ||
| Royalties | 14,545 | 4,595 | ||||
| Total cash costs | 59,304 | 46,710 | ||||
| Gold ounces sold | 34,181 | 26,994 | ||||
| Total cash costs per gold ounce sold ($/oz) | 1,735 | 1,730 | ||||
AISC per Gold Ounce Sold
The Company has adopted the reporting of "AISC per gold ounce sold", which is a non-IFRS performance measure. The Company believes that the AISC per gold ounce measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, some investors use this information to evaluate the AGM's performance and ability to generate cash flow.
AISC adjusts total cash costs for mine site G&A expenses, reclamation cost accretion, sustaining capitalized stripping costs, sustaining capital expenditures and sustaining lease payments on the AGM's mining and service lease agreements. Sustaining capital expenditures, capitalized stripping costs, reclamation cost accretion and lease payments are not line items on the Company's financial statements. Sustaining capital expenditures are defined as those capital expenditures which do not materially benefit annual or life of mine gold ounce production at a mine site. A material benefit to a mine site is considered to be at least a 10% increase in annual or life of mine production, net present value, or mineral reserves compared to the remaining life of mine of the operation. As such, sustaining costs exclude all expenditures at the AGM's new projects and certain expenditures at the AGM's operating sites which are deemed expansionary in nature. Capitalized stripping costs represent costs incurred at steady-state operations during the period; these costs are generally not considered expansionary in nature as the stripping phase is expected to take less than 12 months and resulting ore production is of a short-term duration. Reclamation cost accretion represents the growth in the AGM's reclamation provision due to the passage of time. This amount does not reflect cash outflows, but it is considered to be representative of the periodic costs of reclamation and remediation. Lease payments on mining and service lease agreements represent cash outflows. Reclamation cost accretion is presented in finance expense in the Company's financial results.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
The following table provides a reconciliation of AISC for the AGM to production costs and various operating expenses of the Company (the nearest IFRS measures) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2026 and 2025.
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars, except per ounce amounts) | $ | $ | ||||
| Total cash costs (as reconciled above) | 59,304 | 46,710 | ||||
| G&A expenses of the AGM (see table below) | 846 | 715 | ||||
| Sustaining capital expenditures and capitalized stripping costs (see table below) |
14,413 | 14,249 | ||||
| Reclamation accretion expense | 798 | 687 | ||||
| Sustaining lease payments(1) | 5,338 | 5,144 | ||||
| All-in sustaining costs | 80,699 | 67,505 | ||||
| Gold ounces sold | 34,181 | 26,994 | ||||
| All-in sustaining costs per gold ounce sold ($/oz) | 2,361 | 2,501 | ||||
(1) Sustaining lease payments for the three months ended March 31, 2026 were $5,989 per the Company's consolidated interim financial statements, which included $29 of lease payments for corporate office space and $622 of non-sustaining lease payments on a mining services contract.
The following table reconciles G&A expenses of the AGM to the Company's G&A expenses (the nearest IFRS measure) as presented in the Statements of Operations of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025.
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars) | $ | $ | ||||
| Consolidated G&A expenses | 5,475 | 5,100 | ||||
| Less: | ||||||
| Corporate G&A expenses | (4,629 | ) | (4,385 | ) | ||
| G&A expenses of the AGM | 846 | 715 | ||||
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
The following table reconciles sustaining capital expenditures and sustaining capitalized stripping costs to the Company's total MPP&E additions (the nearest IFRS measure) as presented in note 7 of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025.
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars) | $ | $ | ||||
| Additions to MPP&E (note 7 of financial statements) | 31,267 | 32,242 | ||||
| Add (less): | ||||||
| Non-sustaining capital expenditures | (21,191 | ) | (7,848 | ) | ||
| Capital expenditures - corporate | (5 | ) | (6 | ) | ||
| Non-cash additions related to leases | - | (11,157 | ) | |||
| Change in accounts payable related to capitalized stripping costs | 4,342 | 1,018 | ||||
| Sustaining capital expenditures | 14,413 | 14,249 | ||||
EBITDA and Adjusted EBITDA
Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is a non-IFRS measure and provides an indication of the Company's continuing capacity to generate income from operations before considering the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income (loss) excluding finance expense, finance income, depreciation and depletion expense and income taxes. Adjusted EBITDA, also a non-IFRS measure, adjusts EBITDA to exclude non-recurring items and non-cash items ("Adjusted EBITDA").
The following table provides a reconciliation of the Company's EBITDA and Adjusted EBITDA to net income (loss) of the Company (the nearest IFRS measure) as presented in the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025.
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars ) | $ | $ | ||||
| Net income (loss) | 36,860 | (29,392 | ) | |||
| Add back (deduct): | ||||||
| Depreciation and depletion expense | 12,412 | 14,425 | ||||
| Finance income | (644 | ) | (1,126 | ) | ||
| Finance expense | 5,723 | 3,995 | ||||
| Current income tax expense | 23,236 | - | ||||
| Deferred income tax recovery | (279 | ) | - | |||
| EBITDA | 77,308 | (12,098 | ) | |||
| Add back (deduct): | ||||||
| Unrealized loss on gold hedge derivatives | 14,833 | 31,321 | ||||
| Non-cash long-term incentive plan compensation | 1,284 | 907 | ||||
| Adjusted EBITDA | 93,425 | 20,130 | ||||
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
Adjusted Net Income (Loss)
The Company has included the non-IFRS performance measures of adjusted net income (loss) and adjusted net income (loss) per share throughout this MD&A. Neither adjusted net income (loss) nor adjusted net income (loss) per share have any standardized meaning and are therefore unlikely to be comparable to other measures presented by other issuers. Adjusted net income (loss) excludes certain non-cash items, and items of income or expense not expected to recur in the future, from net income (loss) to provide a measure which helps the Company and investors to evaluate the results of the underlying core operations of the Company and its ability to generate cash flows. The Company believes that the presentation of adjusted net income (loss) is appropriate to provide additional information to investors regarding items that management does not expect to continue at the same level in the future or that management does not believe to reflect the Company's ongoing operating performance or operating performance of the current period. The Company further believes that its presentation of this non-IFRS financial measure provides information that is useful to investors because it is an important indicator of the strength of operations and the performance of the Company's core business.
The following table provides a reconciliation of adjusted net income (loss) to net income (loss) of the Company (the nearest IFRS measure) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2026 and 2025.
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| (in thousands of US dollars, except per share amounts) | $ | $ | ||||
| Net income (loss) attributable to common shareholders | 32,691 | (26,806 | ) | |||
| Settlement of gold hedges with losses recognized in prior periods (1) | (16,275 | ) | (995 | ) | ||
| Unrealized loss on gold hedge derivatives (1) | 13,350 | 28,189 | ||||
| Deferred income tax recovery(1) | (251 | ) | - | |||
| Adjusted net income | 29,515 | 388 | ||||
| Basic weighted average common shares outstanding | 260,277,611 | 257,172,124 | ||||
| Diluted weighted average common shares outstanding | 269,732,725 | 257,172,124 | ||||
| Adjusted net income per share - basic | $ | 0.11 | $ | 0.00 | ||
| Adjusted net income per share - diluted | $ | 0.11 | $ | 0.00 | ||
(1) Reflects the Company's 90% interest in the AGM.
OUTSTANDING SHARE DATA
As of the date of this MD&A, there were 261,213,764 common shares of the Company issued and outstanding and 9,758,509 stock options outstanding (each exercisable to purchase one common share at exercise prices ranging between C$0.62 and C$4.16 per share). Additionally, there were 2,777,645 long-term incentive plan ("LTIP") awards, comprising restricted share units, performance share units and DSUs, that will be settled in equity. The maximum number of common shares issuable upon conversion of these LTIP awards is 3,366,145 common shares. The fully diluted outstanding share count at the date of this MD&A is 274,338,418.
RELATED PARTY TRANSACTIONS
As at March 31, 2026, the Company's related parties are its subsidiaries and key management personnel, defined as directors and executive officers of the Company. During the normal course of operations, the Company enters into transactions with its related parties. During the three months ended March 31, 2026, all related party transactions were in the normal course of business, including compensation payments to key management personnel.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Estimates and Judgements
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in preparing the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025 are reasonable; however, actual results could differ from those estimates and assumptions and could impact future results of operations and cash flows. The Company's significant accounting judgements and estimates are presented in note 5 of the audited consolidated annual financial statements for the years ended December 31, 2025 and 2024.
Changes in Accounting Policies including Initial Adoption
Accounting standards adopted during the period
IFRS 7 and 9
In May 2024, the IASB issued amendments to the classification and measurement of financial instruments (IFRS 7 and IFRS 9), which included clarification that a financial liability is derecognized on the 'settlement date'; an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met; clarification on how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance‐linked features; and requires additional disclosures under IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event. The amendments to IFRS 7 and IFRS 9 are effective for annual reporting periods beginning on or after January 1, 2026. The amendments to IFRS 7 and IFRS 9 had no material impact on the Company's consolidated financial statements.
Accounting standards and amendments issued but not yet adopted
The following standards and interpretations, which may be applicable to the Company, have been issued but are not yet effective as of March 31, 2026:
IFRS 18
On April 9, 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, a new standard on presentation and disclosure in financial statements with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but may change what an entity reports as its 'operating profit or loss'. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. The Company is currently evaluating how the detailed implications of applying IFRS 18 will impact the disclosures in its consolidated financial statements in future periods. Preliminarily, the Company has identified the following potential impacts, which are not exhaustive, of applying IFRS 18 on its consolidated financial statements:
– Items of income or expense may be grouped differently resulting in new subtotals or line items in the Statement of Operations and Comprehensive Income (Loss).
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
– There will be new disclosures for management-defined performance measures (“MPM”). An MPM has been defined as a subtotal of income and expenses that is used in communications outside of the financial statements to highlight a particular aspect of overall financial performance. Based on an initial review of the Company’s communications outside of the financial statements, the following financial performance measures, which are not exhaustive, may meet the definition of an MPM: adjusted net income (loss); EBITDA; and Adjusted EBITDA.
RISKS AND UNCERTAINTIES
Financial Instruments and Risk
The Company's business, operations and future prospects are subject to significant risks. For details of these risks, refer to the risk factors set forth in the Company's most recently filed AIF for the year ended December 31, 2025, which can be found under the Company's SEDAR+ profile at www.sedarplus.ca, and the Company's most recently filed Form 40-F Annual Report for the year ended December 31, 2025, which can be found on EDGAR at www.sec.gov.
Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, prospects and price of the Company's common shares. If any of the risks actually occur, the business of the Company may be harmed, and its financial condition and results of operations may suffer significantly.
Financial Instruments
As at March 31, 2026, the Company's financial instruments consist of cash and cash equivalents, accounts receivable, marketable securities, accounts payable and accrued liabilities, lease liabilities, financial liabilities (gold hedge derivatives), long-term incentive plan liabilities, deferred and contingent consideration payable and the 1% net smelter return royalty on production from the Nkran deposit (the "Nkran Royalty") payable. The Company classifies cash and cash equivalents and accounts receivables as financial assets measured at amortized cost, while accounts payable and accrued liabilities, lease liabilities and deferred consideration are classified as other financial liabilities and measured at amortized cost. Marketable securities, long-term incentive plan liabilities, contingent consideration and the Nkran Royalty are financial assets and financial liabilities, respectively, measured at fair value through profit or loss. Marketable securities fall within Level 1 of the fair value hierarchy, while the aforementioned financial liabilities all fall within Level 3. The gold hedge derivative liabilities are also recorded at fair value at the reporting date and fall within Level 1 of the fair value hierarchy. Refer to note 11 of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025 for discussion on the significant assumptions made in determining the fair value of the contingent consideration and Nkran Royalty.
The credit risk, liquidity risk and market risk associated with the Company's financial instruments are disclosed in note 25(d) of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
As at March 31, 2026, the carrying and fair values of the Company's financial instruments by category are as follows (in thousands of US dollars):
| Fair value through | ||||||||||||
| profit or loss | Amortized cost | Carrying value | Fair value | |||||||||
| As at March 31, 2026 | $ | $ | $ | $ | ||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents | - | 114,936 | 114,936 | 114,936 | ||||||||
| Accounts receivable | - | 189 | 189 | 189 | ||||||||
| Marketable securities (1) | 3,889 | - | 3,889 | 3,889 | ||||||||
| Total financial assets | 3,889 | 115,125 | 119,014 | 119,014 | ||||||||
| Financial liabilities: | ||||||||||||
| Accounts payable and accrued liabilities (2) | 13,865 | 76,570 | 90,435 | 90,435 | ||||||||
| Financial liabilities (2) | 85,061 | - | 85,061 | 85,061 | ||||||||
| Lease liabilities | - | 32,343 | 32,343 | 32,343 | ||||||||
| Deferred consideration | - | 28,662 | 28,662 | 28,662 | ||||||||
| Contingent consideration | 19,985 | - | 19,985 | 19,985 | ||||||||
| Nkran royalty | 7,992 | - | 7,992 | 7,992 | ||||||||
| Total financial liabilities | 126,903 | 137,575 | 264,478 | 264,478 |
(1) Marketable securities are presented within prepaid expenses and other in the Statement of Financial Position.
(2) Accounts payable and accrued liabilities and financial liabilities include long-term incentive plan and gold hedge instrument liabilities, which are measured at fair value through profit or loss.
INTERNAL CONTROL
Internal Control over Financial Reporting ("ICFR")
Management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), have evaluated the Company's ICFR to determine whether any changes occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.
During the three months ended March 31, 2026, there have been no changes in ICFR that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.
Limitations of Controls and Procedures
The Company's management, including the CEO and CFO, believes that any disclosure controls and procedures or ICFR, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
QUALIFIED PERSONS
The exploration information contained in this MD&A has been reviewed and approved by Mr. Chris Pettman, P.Geo, Vice President Exploration of Galiano. For further information regarding the exploration information in this MD&A, including the Quality Control and Quality Assurance and data verification measures taken with respect to such exploration information, refer to the Company's news releases dated January 29, 2026, February 12, 2026 and May 11, 2026, which are filed on the Company’s SEDAR+ profile at www.sedarplus.ca.
All other scientific and technical information contained in this MD&A has been reviewed and approved by Mr. Amri Sinuhaji, P.Eng., Vice President Technical Services of Galiano. Mr. Pettman and Mr. Sinuhaji are "Qualified Persons" as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects ("NI 43-101").
CAUTIONARY STATEMENTS
Cautionary Statement on Forward-Looking Information
The Company cautions readers regarding forward-looking statements found in this MD&A and in any other statement made by, or on behalf of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "estimates", "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", or "might" occur. Forward-looking statements are made based on management's beliefs, estimates and opinions and are given only as of the date of this MD&A. Such statements may constitute "forward-looking information" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation.
Forward-looking statements are statements not based on historical information, and which relate to future operations, strategies, financial results or other developments. Forward-looking statements reflect the Company's current views with respect to expectations, beliefs, assumptions, estimates and forecasts about the business of the Company and the industry and markets in which the Company operates. Forward-looking statements include, but are not limited to, statements with respect to:
- the deferred consideration payable in connection with the transaction with Gold Fields Limited that closed on March 4, 2024;
- the future price of gold;
- the Company's operating plans for the AGM;
- the estimation of mineral reserves and mineral resources;
- the objective to increase mineral reserves and mineral resources, including any targets for additions to mineral reserves or mineral resources through exploration activities;
- the Company's vision to grow its business into a sustainable mid-tier producer;
- the potential for future underground mining;
- the timing and amount of estimated future production from the AGM, including production rates and gold recovery;
- the timing of fleet mobilization and volumes mined at the Nkran deposit;
- operating costs with respect to the operation of the AGM;
- capital expenditures that are required to sustain and expand mining activities;
- the meeting of working capital requirements, contractual obligations and other financial commitments as they fall due;
- the timing, costs and project economics associated with the Company's development plans for the AGM;
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
- the availability of capital to fund the AGM's expansion and development plans;
- the focus of future exploration programs;
- any additional work programs to be undertaken by the Company;
- the Company's planned and future drilling programs, including the timing thereof;
- the timing of fleet mobilization and expectations with respect to volumes mined at the Nkran deposit;
- expectations regarding processing plant milling capacity and milling rates;
- approval by the Government of Ghana of granting certain security to RMB (as defined herein) in respect of the RCF (as defined herein);
- interpretation of the metallurgical testing results received to date and alignment with the metallurgical recovery model;
- timing of delivery of higher grade ore from the Abore and Esaase deposits and the effects of such on gold production levels;
- the ability of the AGM to maintain current inventory levels;
- the timing of the development of new deposits;
- success of exploration activities;
- renewal of mining and exploration licenses and other permits necessary for mining operations;
- hedging practices;
- currency exchange rate fluctuations;
- central bank interest rate forecast;
- estimate of a legal provision;
- requirements for additional capital;
- operating cash flows;
- government regulation of mining operations;
- regulatory investigations, claims, lawsuits and other proceedings;
- environmental risks and remediation measures;
- advancement and implementation of the Company's sustainability program;
- alignment with International Council on Mining and Metals' Mining Principles;
- unanticipated reclamation expenses;
- changes in accounting policies and resulting impact on disclosures;
- title disputes or claims;
- limitations on insurance coverage; and
- usefulness of certain non-IFRS measures.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. The Company's actual future results or performance are subject to certain risks and uncertainties, including but not limited to:
- mineral reserve and mineral resource estimates may change and may prove to be inaccurate;
- exploration activities may not result in the delineation of additional mineral resources or the conversion of mineral resources into mineral reserves within anticipated timeframes, or at all;
- life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect;
- actual production, costs, returns and other economic and financial performance may vary from the Company's estimates in response to a variety of factors, many of which are not within the Company's control;
- sustained increases in costs, or decreases in the availability, of commodities consumed or otherwise used by the Company may adversely affect the Company;
- inflationary pressures and the effects thereof;
- adverse geotechnical and geological conditions (including geotechnical failures) may result in operating delays and lower throughput or recovery, closures or damage to mine infrastructure;
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
- geotechnical risks associated with the design and operation of a mine and related civil structures;
- the ability of the Company to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process gold as planned is dependent on a number of factors and assumptions which may not be present or occur as expected;
- risks related to artisanal and illegal mining activities at or near the AGM, including that the Company's mineral properties may experience a loss of ore, and the Company may experience lack of access to its mineral properties and other issues;
- the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment;
- the ability of the Company to manage procurement risks, including securing timely and cost-effective equipment and services, and mitigate risks related to supplier performance, fraud, collusion, bribery, kickbacks and unethical procurement practices;
- outbreaks of infectious diseases may have a negative impact on global financial conditions, demand for commodities and supply chains and could adversely affect the Company's business, financial condition and results of operations and the market price of its common shares;
- the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures;
- the Company may be unsuccessful in attracting and retaining key personnel;
- labour disruptions could adversely affect the Company's operations;
- metallurgical recoveries may not be economically viable, or recoveries may be lower in the future and have a negative impact on the Company's gold production and financial results;
- the Company's business is subject to risks associated with operating in a foreign country;
- risks related to the Company's use of mining and other contractors;
- the hazards and risks normally encountered in the exploration, development and production of gold;
- the Company's operations are subject to environmental hazards and compliance with applicable environmental laws and regulations;
- the effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency;
- the Company's operations and workforce are exposed to health and safety risks;
- unexpected costs and delays related to, or the failure of the Company to obtain, necessary permits could impede the Company's operations;
- the Company's title to exploration, development and mining interests can be uncertain and may be contested;
- the Company's properties may be subject to claims by various community stakeholders;
- risks related to limited access to infrastructure and water;
- risks associated with establishing new mining operations;
- the Company's revenues are dependent on the market prices for gold, which have recently experienced significant fluctuations;
- the Company may not be able to secure additional financing when needed or on acceptable terms;
- the Company's shareholders may be subject to future dilution;
- risks related to changes in interest rates and foreign currency exchange rates;
- changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds;
- risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws;
- risks related to information systems security threats;
- the impact of technological developments on the Company's operations;
- non-compliance with public disclosure obligations could have an adverse effect on the Company's share price;
- the carrying value of the Company's assets may change and these assets may be subject to impairment charges;
- risks associated with changes in reporting standards;
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
- the Company may be liable for uninsured or partially insured losses;
- the Company may be subject to litigation;
- damage to the Company's reputation could result in decreased investor confidence and increased challenges in developing and maintaining community relations, which may have adverse effects on the business, results of operations and financial conditions of the Company, and the Company's share price;
- the Company may be unsuccessful in identifying targets for acquisition or completing suitable corporate transactions, and any such transactions may not be beneficial to the Company or its shareholders;
- the Company must compete with other mining companies and individuals for mining interests;
- the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions;
- the Company's common shares may experience price and trading volume volatility;
- the Company has never paid dividends and does not expect to do so in the foreseeable future;
- the Company's shareholders may be unable to sell significant quantities of the Company's common shares into the public trading markets without a significant reduction in the price of its common shares, or at all; and
- any such other risk factors described under the heading "Risk Factors" in the Company's most recently filed AIF.
Forward-looking statements are necessarily based upon estimates and assumptions, which are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, regarding future business decisions, are subject to change. Assumptions underlying the Company's expectations regarding forward-looking statements or information contained in this MD&A include, among others:
- the price of gold will not decline significantly or for a protracted period of time;
- the accuracy of the estimates and assumptions underlying mineral reserve and mineral resource estimates;
- the Company's ability to raise sufficient funds from future equity financings or debt facilities to support its operations, and general business and economic conditions;
- the global financial markets and general economic conditions will be stable and prosperous in the future;
- the AGM will not experience any significant uninsured production disruptions that would materially affect revenues;
- the ability of the Company to comply with applicable governmental regulations and standards;
- the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana;
- the success of the Company in implementing its development strategies and achieving its business objectives;
- the Company will have sufficient working capital necessary to sustain its operations on an ongoing; and
- the key personnel of the Company will continue their employment.
Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in the forward-looking statements, you are cautioned that this list is not exhaustive and there may be other factors that the Company has not identified. Furthermore, the Company undertakes no obligation to update or revise any forward-looking statements included in, or incorporated by reference in, this MD&A if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations. Historically, the Company's operations have been primarily funded from debt and share issuances, as well as the exercise of stock options. The Company has had and may have future capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund its future operations, the Company may be required to seek additional financing.
Although the Company has to date been able to raise capital, there can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.
| GALIANO GOLD INC. Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 |
Cautionary Note for United States Investors
All technical disclosure in this MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ materially from the requirements of United States securities laws applicable to domestic United States issuers. The terms "mineral reserves", "proven mineral reserves", "probable mineral reserves", "mineral resources", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" used in this MD&A are in reference to the mining terms defined in the Canadian Institute of Mining, Metallurgy and Petroleum Standards, as adopted by NI 43-101. The Company's disclosure of mineralization and other technical information herein may differ significantly from the information that would be disclosed had the Company prepared the reserve and resource estimates under the standards adopted under the rule of the Securities and Exchange Commission ("SEC") applicable to domestic United States issuers. Accordingly, the disclosure in this MD&A regarding the Company's mineral properties is not comparable to the disclosure of United States issuers subject to the SEC's mining disclosure requirements.
Form 52-109F2
Certification of interim filings - full certificate
I, Matt Badylak, Chief Executive Officer of Galiano Gold Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended March 31, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is based on Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 13, 2026
/s/ Matt Badylak
_______________________
Matt Badylak
Chief Executive Officer
Form 52-109F2
Certification of interim filings - full certificate
I, Matthew Freeman, Chief Financial Officer of Galiano Gold Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended March 31, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is based on Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 13, 2026
/s/ Matthew Freeman
_____________________
Matthew Freeman
Chief Financial Officer
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GALIANO GOLD REPORTS
FIRST QUARTER 2026 RESULTS
Vancouver, British Columbia, May 13, 2026 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) is pleased to report its first quarter ("Q1") 2026 operating and financial results. Galiano owns a 90% interest in the Asanko Gold Mine ("AGM") located on the Asankrangwa Gold Belt in the Republic of Ghana, West Africa.
All financial information contained in this news release is unaudited and reported in United States dollars.
Q1 2026 HIGHLIGHTS
Safety
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No lost-time injuries ("LTI") nor total recordable injuries (inclusive of LTIs) ("TRI") recorded. The AGM has achieved 8.8 million hours worked without an LTI as of March 31, 2026.
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12‐month rolling LTI and TRI frequency rates as of March 31, 2026 of 0.00 and 0.11 per million hours worked, respectively.
Financial
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Cash and cash equivalents of $114.9 million as of March 31, 2026 and no debt.
-
Generated cash flow from operating activities of $46.7 million during Q1 2026, an 80% increase from Q1 2025.
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Income from mine operations of $72.5 million during Q1 2026.
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Net income of $0.13 and adjusted net income1 of $0.11 per common share (basic) during Q1 2026.
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Adjusted EBITDA1 of $93.4 million during Q1 2026, an increase of 364% from Q1 2025.
Mining Operations
- Mined 1.5 million tonnes ("Mt") of ore at an average mined grade of 0.9 grams per tonne ("g/t") gold with a strip ratio of 6.0:1. Approximately 70% of mined ore was from the Abore deposit.
Processing
-
1.3 Mt of ore was milled at an average feed grade of 0.9 g/t, with metallurgical recovery averaging 90%. Mill availability during Q1 2026 was 89% due to a planned 5-day maintenance shutdown.
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Produced 34,747 ounces of gold, a 68% increase compared to Q1 2025, and in line with the Company's first half indicative production range.
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Sold 34,181 ounces of gold at a record quarterly average price of $4,857 per ounce ("/oz"), excluding the effect of realized losses on gold hedging instruments.
Nkran Cut 3 Development
- Development of Cut 3 at the Nkran deposit continued with 4.7 Mt of waste mined. Additional mining equipment is expected to be mobilized during Q2 2026 and, thereafter, mined volumes at Nkran are forecast to increase significantly.
________________________________________
1 Non-IFRS measure. Refer to section "Non-IFRS Performance Measures" in this news release.
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- Capitalized development pre-stripping costs at Nkran Cut 3 of $13.5 million.
Costs
-
All-in sustaining costs1 ("AISC") of $2,361/oz, a 6% decrease compared to Q1 2025 despite higher royalties expense.
-
FY 2026 AISC1 guidance has been revised to between $2,300/oz and $2,600/oz (previously $2,000/oz and $2,300/oz), resulting from the amendment to Ghana's royalty framework.
Exploration
-
Drilled 11,578 meters (“m”) at the Abore deposit, which consisted of infill and step-out drilling up to 200m below the existing underground Mineral Resource boundary. Drilling successfully indicated extension of mineralization at depth, along strike, and across previously untested areas outside the current underground Mineral Resource. Highlights from the Q1 2026 Abore drilling program, as reported in the Company’s news release dated May 11, 2026, included:
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Main pit ore shoot expanded ~95m further down dip to the north;
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~200m of strong mineralization defined between the Main pit ore shoot and the saddle zone;
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High-grade intercept below the northern end of Main pit, which remains open; and
-
High-grade mineralization intersected up to 180m below the current underground Mineral Resource.
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Completed 2,501m of infill drilling at Esaase to support the conversion of Inferred Mineral Resources to the Indicated category. Following successful initial results, the Company has expanded the FY 2026 exploration budget by $7.5 million to complete a total program of 33,000m at Esaase.
"The AGM delivered another quarter of strong, consistent operational performance, building on the momentum we have established through 2025,” said Matt Badylak, Galiano’s President and CEO. “From a growth and mine‑life extension perspective, we are pleased to have a clear line of sight to near‑term mineral reserve expansion. At Esaase, mineral resource conversion drilling progressed well during the quarter, supporting an expansion of the program from 9,500 metres to 33,000 metres. Esaase represents a critical growth opportunity and will play a key role in developing a robust long‑term mine plan. Importantly, we remain on track to deliver 140,000 to 160,000 ounces of gold production this year and are approaching a meaningful cash flow inflection point as hedges roll off, deferred payment is completed in December, and production continues to ramp up toward 2027.”
Conference Call and Webcast
Management will host a conference call and webcast to discuss the results of Q1 2026 at 10:30am ET (7:30am PT) on May 14, 2026. Please refer to the details below to join the conference call or the webcast.
| Conference Call Participant Details | |
| Webcast URL | https://www.gowebcasting.com/14680 |
| Local | Toronto: 1-647-932-3411 |
| North American toll-free | 1-800-715-9871 |
| Conference ID | 9798035 |
| Conference Replay | |
| URL | https://www.gowebcasting.com/14680 |
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SUMMARY OF QUARTERLY OPERATIONAL AND FINANCIAL HIGHLIGHTS
| Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | |
| Health and Safety | |||||
| LTIs(1) | - | - | - | - | 2 |
| TRIs(1) | - | - | 1 | - | 3 |
| 12-month rolling LTI frequency rate | 0.00 | 0.24 | 0.39 | 0.42 | 0.43 |
| Mining Operations | |||||
| Ore mined ('000t) | 1,521 | 1,575 | 1,605 | 1,365 | 1,296 |
| Waste mined ('000t) | 9,084 | 8,337 | 9,067 | 8,101 | 8,314 |
| Strip ratio (waste-to-ore) | 6.0 | 5.3 | 5.7 | 5.9 | 6.4 |
| Average gold grade mined (g/t) | 0.9 | 0.9 | 0.8 | 0.8 | 0.8 |
| Mining costs ($/t mined) | 3.73 | 3.94 | 3.38 | 3.59 | 3.31 |
| Ore tonnes trucked ('000 t) | 1,163 | 1,069 | 1,288 | 1,030 | 1,053 |
| Ore transportation costs ($/t trucked) | 4.42 | 4.45 | 4.35 | 4.49 | 4.43 |
| Processing | |||||
| Ore milled ('000t) | 1,305 | 1,369 | 1,283 | 1,193 | 1,086 |
| Average mill head grade (g/t) | 0.9 | 1.0 | 0.9 | 0.8 | 0.8 |
| Average recovery rate (%) | 90 | 91 | 91 | 89 | 87 |
| Processing costs ($/t milled) | 12.79 | 12.13 | 12.57 | 12.89 | 14.37 |
| General and administrative costs ($/t milled) | 7.09 | 7.58 | 6.62 | 6.24 | 5.78 |
| Gold produced (oz) | 34,747 | 37,574 | 32,533 | 30,350 | 20,734 |
| Development Stripping - Nkran Cut 3 | |||||
| Waste mined ('000t) | 4,707 | 4,324 | 3,426 | 1,723 | 810 |
| Mining costs ($/t mined) | 2.85 | 2.48 | 3.29 | 4.00 | 3.98 |
| Development capitalized stripping costs ($m) | 13.5 | 11.1 | 12.0 | 6.9 | 3.2 |
| Capital Expenditures | |||||
| Sustaining capital ($m) | 3.6 | 4.4 | 4.2 | 2.2 | 1.3 |
| Development capital ($m) | 3.4 | 0.7 | 2.9 | 4.9 | 3.3 |
| Sustaining capitalized stripping costs ($m) | 6.4 | 11.7 | 11.9 | 15.1 | 11.9 |
| Financial, Costs and Cash Flow | |||||
| Gross revenue ($m) | 166.5 | 159.7 | 114.2 | 97.3 | 76.6 |
| Gold sold (oz) | 34,181 | 38,276 | 32,577 | 29,287 | 26,994 |
| Average gold sales price - gross ($/oz)(2) | 4,857 | 4,164 | 3,501 | 3,317 | 2,833 |
| Average gold sales price - net ($/oz)(3) | 4,122 | 3,744 | 3,099 | 2,951 | 2,651 |
| AISC ($/oz sold)(4) | 2,361 | 2,033 | 2,283 | 2,251 | 2,501 |
| Income (loss) from mine operations ($m) | 72.5 | 51.1 | 10.0 | 24.7 | (19.8) |
| Adjusted net income (loss) ($m)(4) | 29.5 | 40.0 | (2.8) | 21.0 | 0.4 |
| Adjusted EBITDA ($m)(4) | 93.4 | 85.5 | 37.8 | 39.9 | 20.1 |
| Cash flow from operating activities ($m) | 46.7 | 55.8 | 40.4 | 35.8 | 25.9 |
(1) The Company records and reports injuries in accordance with the International Council on Mining and Metals' (ICMM) Mining Principles.
(2) Gross average gold sales price is a non-IFRS measure and calculated by dividing revenue, as reported in the Company's consolidated financial statements, by the number of gold ounces sold during the period.
(3) Net average gold sales price is a non-IFRS measure and calculated by dividing revenue less realized losses on gold hedge derivative instruments, as reported in the Company's consolidated financial statements, by the number of gold ounces sold during the period.
(4) Refer to "Non-IFRS Performance Measures" in this news release.
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Mining
- Mined 1.1 Mt of ore at the Abore deposit at an average grade of 0.9 g/t gold and a strip ratio of 6.1:1. Mined grades and strip ratio were largely consistent with Q4 2025.
- Mined 0.4 Mt of ore at the Esaase deposit at an average grade of 0.7 g/t gold and a strip ratio of 5.9:1. Ore tonnes mined were higher in Q1 2026 compared to Q4 2025 due to the temporary suspension of mining at Esaase in Q4 2025 that resulted from a community incident.
- Mining costs per tonne at Abore and Esaase averaged $3.73 per tonne ("/t") in Q1 2026, compared to $3.31/t in Q1 2025. The 13% increase in mining costs per tonne in Q1 2026 was attributable to higher drill and blast costs, resulting from mining a higher proportion of fresh rock at Abore, and increasing mining depths and haul distances.
Processing
-
The AGM produced 34,747 ounces of gold during Q1 2026, a decrease of 8% from Q4 2025, as the processing plant milled 1.3 Mt of ore at an average grade of 0.9 g/t gold with metallurgical recovery averaging 90%. Mill throughput in Q1 2026 was 5% lower than Q4 2025 due to a planned 5-day shutdown of the processing plant to complete a mill reline and other maintenance activities.
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Approximately 60% 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 Q1 2026 was $12.79, an 11% decrease from Q1 2025. The decrease in processing costs per tonne was largely driven by higher mill throughput volumes, partly offset by costs associated with a mill reline and other maintenance activities in Q1 2026.
Costs
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AISC1 for Q1 2026 was $2,361/oz, compared to $2,501/oz in Q1 2025. The decrease in AlSC1 resulted from a 27% increase in gold ounces sold in Q1 2026, partly offset by a $10.0 million increase in royalties.
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Relative to Q4 2025, AISC1 increased by 16% in Q1 2026 due to lower gold sales volumes and a $3.1 million increase in royalties.
Nkran Cut 3
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Nkran Cut 3 waste stripping continued during the quarter with 4.7 Mt of waste rock mined during Q1 2026, an increase of 9% from Q4 2025.
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Mining costs per tonne at Nkran was $2.85 for Q1 2026, compared to $3.98/t in Q1 2025. The decrease in mining costs per tonne was attributable to higher tonnes mined
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Nkran Cut 3 development capitalized stripping costs totaled $13.5 million during Q1 2026. Waste stripping volumes are expected to rise following the mobilization of additional mining equipment during Q2 2026.
Capital Expenditures
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Sustaining capital expenditures totaled $3.6 million during Q1 2026, an increase of $2.3 million compared to Q1 2025. The increase in sustaining capital expenditures was largely driven by costs associated with a tailings facility expansion.
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Development capital expenditures during Q1 2026 totaled $3.4 million, in line with Q1 2025. Development capital expenditures in Q1 2026 related primarily to costs associated with relocating villages near the AGM's operations.
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Exploration
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During Q1 2026, 11,578m of drilling completed at Abore of a planned program total of 32,000m of diamond drilling, which aims to grow the underground Mineral Resource through step-out drilling to at least 200m below the maiden underground Mineral Resource. Results received to date continue to demonstrate exceptional Mineral Resource growth potential at Abore. Current step-out drilling has intersected mineralization up to 180m below the existing underground Mineral Resource, while infill drilling has improved continuity across key mineralized zones that currently sit outside the existing Mineral Resource. Drilling beneath the Main and South pit areas also continues to confirm robust extensions of mineralization both down plunge and along strike of existing mineralization.
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A program of infill drilling is planned for Esaase through 2026, which is designed to convert existing open pit mineral resources from the Inferred to Indicated category, and has the potential to significantly increase the Esaase mineral reserve and support planning for potential future open pit expansion. Phase 1 of the Esaase infill drilling program consists of a planned 9,000m focused on the Main pit. The drilling commenced ahead of schedule in February with a rolling mobilization of up to four drill rigs operational by the end of Q1 2026. 2,501m of drilling was completed in Q1 2026. Following successful early results in Phase 1, the Company has committed to the full program of 33,000m, which is estimated to cost an additional $7.5 million in 2026 than previously guided.
Balance Sheet
- The Company has maintained a strong cash position with $114.9 million as of March 31, 2026 and no debt.
CONSOLIDATED FINANCIAL HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
| Three months ended March 31, | ||||||
| (All amounts in 000's of US dollars, except per share amounts) | 2026 | 2025 | ||||
| Gross revenue | 166,524 | 76,590 | ||||
| Income (loss) from mine operations | 72,453 | (19,756 | ) | |||
| Net income (loss) attributable to common shareholders | 32,691 | (26,806 | ) | |||
| Net income (loss) per share attributable to common shareholders - basic | 0.13 | (0.10 | ) | |||
| Adjusted net income attributable to common shareholders (1) | 29,515 | 388 | ||||
| Adjusted net income per s hare attributable to common shareholders (1) | 0.11 | 0.00 | ||||
| Adjusted EBITDA(1) | 93,425 | 20,130 | ||||
| Cash and cash equivalents | 114,936 | 106,381 | ||||
| Cash generated from operating activities | 46,689 | 25,892 | ||||
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The Company sold 34,181 ounces of gold in Q1 2026 at a quarterly record average gold price (before the effect of realized hedging losses) of $4,857/oz for gross revenue of $166.5 million. The increase in revenue from the comparative period was due to a 71% increase in average gold sales prices and a 27% increase in gold ounces sold. The average gold sales price, including the effect of realized gold hedging losses, for Q1 2026 amounted to $4,122/oz.
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Income from mine operations for Q1 2026 totaled $72.5 million, compared to a loss of $19.8 million in Q1 2025. The increase in income from mine operations was due to higher revenues as described above. This was partly offset by higher royalties expense in Q1 2026 due to higher earned revenues and the introduction of a sliding scale royalty by the Government of Ghana, effective March 10, 2026.
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The Company reported net income attributable to common shareholders of $32.7 million in Q1 2026, or $0.13 per common share, compared to a net loss of $26.8 million in Q1 2025, or a loss of $0.10 per common share. The increase in net income during Q1 2026 was primarily due to higher recorded revenues, partly offset by higher royalties and income taxes.
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Reported Adjusted EBITDA1 of $93.4 million in Q1 2026, compared to $20.1 million in Q1 2025. The increase in Adjusted EBITDA1 was primarily driven by higher revenues, partly offset by higher royalties, as described above.
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The Company generated $46.7 million of cash flow from operating activities during Q1 2026, compared to $25.9 million in Q1 2025. The increase in operating cash flow was primarily driven by higher average gold sales prices and gold ounces sold during the current quarter.
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This news release should be read in conjunction with Galiano's Management's Discussion and Analysis and the Unaudited Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2026 and 2025, which are available at www.galianogold.com and filed on SEDAR+. |
1 Non-IFRS Performance Measures
The Company has included certain non-IFRS performance measures in this news release. These non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Refer to "Non-IFRS Measures" of Galiano's Management's Discussion and Analysis for an explanation of these measures and reconciliations to the Company's reported financial results in accordance with IFRS.
- Total Cash Costs per Gold Ounce Sold
Management of the Company uses total cash costs per gold ounce sold to monitor the operating performance of the AGM. Total cash costs include the costs of gold production, adjusted for costs allocated to by-products and production royalties per ounce of gold sold.
- AISC per Gold Ounce Sold
The Company has adopted the reporting of "AISC per gold ounce sold". AISC includes total cash costs, AGM general and administrative expenses, sustaining capital expenditure, sustaining capitalized stripping costs, reclamation cost accretion and lease payments made on the AGM's mining and other service lease agreements per ounce of gold sold.
- EBITDA and Adjusted EBITDA
Earnings before interest, taxes, depreciation and amortization ("EBITDA") provides an indication of the Company's continuing capacity to generate income from operations before taking into account the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income (loss) excluding finance expense, finance income, depreciation and depletion expense, and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and non-cash items ("Adjusted EBITDA").
- Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Common Share
The Company has included the non-IFRS performance measures of adjusted net income (loss) and adjusted net income (loss) per common share. Neither adjusted net income (loss) nor adjusted net income (loss) per share have any standardized meaning and are therefore unlikely to be comparable to other measures presented by other issuers. Adjusted net income (loss) excludes certain non-cash items, and items of income or expense not expected to recur in the future, from net income (loss) to provide a measure which helps the Company and investors to evaluate the results of the underlying core operations of the Company and its ability to generate cash flows and is an important indicator of the strength of the Company's operations and performance of its core business.
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Qualified Person
The exploration information contained in this news release has been reviewed and approved by Mr. Chris Pettman, P.Geo, Vice President Exploration of Galiano.
All other scientific and technical information contained in this news release has been reviewed and approved by Mr. Amri Sinuhaji, P.Eng., Vice President Technical Services of Galiano. Mr. Pettman and Mr. Sinuhaji are “Qualified Persons” as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects.
About Galiano Gold Inc.
Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration and disciplined deployment of its financial resources. The Company owns the Asanko Gold Mine, which is located in Ghana, West Africa. Galiano is committed to the highest standards for environmental management, social responsibility, and the health and safety of its employees and neighbouring communities. For more information, please visit www.galianogold.com.
Contact Information
Darshan Sundher
Toll-Free (N. America): 1-855-246-7341
Email: info@galianogold.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information contained in this news release constitute "forward-looking statements" within the meaning of applicable U.S. securities laws and "forward-looking information" within the meaning of applicable Canadian securities laws, which we refer to collectively as "forward-looking statements". Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future conditions and courses of action. All statements and information other than statements of historical fact may be forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as "seek", "expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast", "intend", "believe", "predict", "potential", "target", "may", "could", "would", "might", "will" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook.
Forward-looking statements in this news release include, but are not limited to: statements regarding the Company's operating plans for the AGM and timing thereof; expectations and timing with respect to current and planned drilling programs, including at Abore and Esaase, and the results thereof; the focus of the 2026 exploration programs; expectations and timing with respect to ramping up of mining activities at Nkran; anticipated production and cost guidance; expectations regarding reporting an underground mineral reserve, including the timing thereof; expectations regarding cash flows from operations; any additional work programs to be undertaken by the Company; potential exploration opportunities and statements regarding the usefulness and comparability of certain non-IFRS measures; total cash costs and corresponding cost performance relating to the Company's activities; and details of the upcoming conference call and webcast. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to: development plans and capital expenditures; the price of gold will not decline significantly or for a protracted period of time; the accuracy of the estimates and assumptions underlying mineral reserve and mineral resource estimates; the Company's ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions; the global financial markets and general economic conditions will be stable and prosperous in the future; the AGM will not experience any significant uninsured production disruptions that would materially affect revenues; the ability of the Company to comply with applicable governmental regulations and standards; the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana; the success of the Company in implementing its development strategies and achieving its business objectives; the Company will have sufficient working capital necessary to sustain its operations on an ongoing basis and the Company will continue to have sufficient working capital to fund its operations; and the key personnel of the Company will continue their employment.
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The foregoing list of assumptions cannot be considered exhaustive.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and you are cautioned not to place undue reliance on forward-looking statements contained herein. Some of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements contained in this news release, include, but are not limited to: the mineral reserve and mineral resource estimates may change and may prove to be inaccurate; exploration activities may not result in the delineation of additional mineral resources or the conversion of mineral resources into mineral reserves within anticipated timelines, or at all; life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect; actual production, costs, returns and other economic and financial performance may vary from the Company's estimates in response to a variety of factors, many of which are not within the Company's control; inflationary pressures and the effects thereof; sustained increases in costs, or decreases in the availability, of commodities consumed or otherwise used by the Company may adversely affect the Company; adverse geotechnical and geological conditions (including geotechnical failures) may result in operating delays and lower throughput or recovery, closures or damage to mine infrastructure; the ability of the Company to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process gold as planned is dependent on a number of factors and assumptions which may not be present or occur as expected; risks related to artisanal and illegal mining activities at or near the AGM, including that the Company's mineral properties may experience a loss of ore, and the Company may experience lack of access to its mineral properties and other issues, which may impact planned production levels; the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment; the ability of the Company to manage procurement risks, including securing timely and cost-effective equipment and services, and mitigate risks related to supplier performance, fraud, collusion, bribery, kickbacks and unethical procurement practices; outbreaks of infectious diseases may have a negative impact on global financial conditions, demand for commodities and supply chains and could adversely affect the Company's business, financial condition and results of operations and the market price of the common shares of the Company; the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures; the Company may be unsuccessful in attracting and retaining key personnel; labour disruptions could adversely affect the Company's operations; metallurgical recoveries may not be economically viable or recoveries may be lower in the future and have a negative impact on the Company's gold production and financial results; the Company's business is subject to risks associated with operating in a foreign country; risks related to the Company's use of mining and other contractors; the hazards and risks normally encountered in the exploration, development and production of gold; the Company's operations are subject to environmental hazards and compliance with applicable environmental laws and regulations; the effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency; the Company's operations and workforce are exposed to health and safety risks; unexpected costs and delays related to, or the failure of the Company to obtain, necessary permits could impede the Company's operations; the Company's title to exploration, development and mining interests can be uncertain and may be contested; geotechnical risks associated with the design and operation of a mine and related civil structures; the Company's properties may be subject to claims by various community stakeholders; risks related to limited access to infrastructure and water; risks associated with establishing new mining operations; the Company's revenues are dependent on the market prices for gold, which have recently experienced significant fluctuations; the Company may not be able to secure additional financing when needed or on acceptable terms; the Company's shareholders may be subject to future dilution; risks related to changes in interest rates and foreign currency exchange rates; changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds; risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws; risks related to information systems security threats; the impact of technological developments on the Company's operations; non-compliance with public disclosure obligations could have an adverse effect on the Company's share price; the carrying value of the Company's assets may change and these assets may be subject to impairment charges; risks associated with changes in reporting standards; the Company may be liable for uninsured or partially insured losses; the Company may be subject to litigation; damage to the Company's reputation could result in decreased investor confidence and increased challenges in developing and maintaining community relations which may have adverse effects on the business, results of operations and financial conditions of the Company and the Company's share price; the Company may be unsuccessful in identifying targets for acquisition or completing suitable corporate transactions, and any such transactions may not be beneficial to the Company or its shareholders; the Company must compete with other mining companies and individuals for mining interests; the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions; the Company's common shares may experience significant price and trading volume volatility; the Company has never paid dividends and does not expect to do so in the foreseeable future; the Company's shareholders may be unable to sell significant quantities of the Company's common shares into the public trading markets without a significant reduction in the price of its common shares, or at all; and any such other risk factors described under the heading "Risk Factors" in the Company's most recently filed Annual Information Form.
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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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