6-K - GAU - Equibles

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 THESECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

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. 333-268945) (the "Registration Statement"), and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibits	****
99.1	Condensed consolidated interim financial statements for the three and six months ended June 30, 2024 and 2023
99.2	Management's Discussion and Analysis for the three and six months ended June 30, 2024 and 2023
99.3	CEO certification of interim filings
99.4	CFO certification of interim filings
99.5	News release dated August 8, 2024

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GALIANO GOLD INC.

/s/ Matthew Freeman ________________________________ Matthew Freeman Chief Financial Officer

Date: August 8, 2024

Galiano Gold Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

****

GALIANO GOLD INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

UNAUDITED

For the three and six months ended June 30, 2024 and 2023

TABLE OF CONTENTS

Condensed Consolidated Interim Statements of Financial Position	2
Condensed Consolidated Interim Statements of Operations and Comprehensive Income	3
Condensed Consolidated Interim Statements of Changes in Equity	4
Condensed Consolidated Interim Statements of Cash Flow	5
Notes to the Condensed Consolidated Interim Financial Statements	6-33

GALIANO GOLD INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

AS AT JUNE 30, 2024 AND DECEMBER 31, 2023

(In thousands of United States Dollars)

		June 30, 2024	December 31, 2023
	Note
Assets
Current assets
Cash and cash equivalents	5	123,039	55,270
Accounts receivable		9,067	1,060
Inventories	6	33,364	-
Value added tax receivables		10,376	-
Prepaid expenses and deposits		5,889	764
		181,735	57,094
Non-current assets
Financial assets	7	-	70,165
Investment in joint venture	8	-	85,818
Reclamation deposits		5,319	-
Mineral properties, plant and equipment	9	291,977	225
		297,296	156,208
Total assets		479,031	213,302
Liabilities
Current liabilities
Accounts payable and accrued liabilities		55,136	11,863
Lease liabilities	10	14,475	125
Provisions	11	9,199	-
		78,810	11,988
Non-current liabilities
Lease liabilities	10	30,248	78
Deferred and contingent consideration	12	66,168	-
Asset retirement provisions	11	60,386	-
Other non-current liabilities		2,821	318
		159,623	396
Total liabilities		238,433	12,384
Equity
Common shareholders' equity
Share capital	13	615,827	579,619
Equity reserves		52,512	53,112
Accumulated deficit		(427,741	(431,813
Total common shareholders' equity		240,598	200,918
Non-controlling interest	15	-	-
Total equity		240,598	200,918
Total liabilities and equity		479,031	213,302
Business combination	4
Commitments and contingencies	23

All values are in US Dollars.

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 FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(In thousands of United States Dollars, except dollar per share amounts)

		Three months ended		Six months ended
		June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
	Note
Revenue	16	63,963	-	95,658	-
Cost of sales:
Production costs	17	(30,293	-	(52,455	-
Depreciation and depletion	9	(4,678	-	(7,660	-
Royalties	18	(3,860	-	(5,765	-
Total cost of sales		(38,831	-	(65,880	-
Income from mine operations		25,132	-	29,778	-
General and administrative expenses	19	(6,632	(3,148	(14,325	(6,998
Exploration and evaluation expenditures		(2,040	(472	(2,649	(1,885
Share of net income related to joint venture	8	-	11,007	2,432	20,314
Service fee earned as operators of joint venture	20	-	1,418	976	2,836
Gain on derecognition of equity investment in joint venture	8	118	-	1,416	-
Income from operations and joint venture		16,578	8,805	17,628	14,267
Transaction costs	4	(102	-	(2,401	-
Finance income	21(a)	1,434	3,133	3,940	6,149
Finance expense	21(b)	(8,259	(6	(13,984	(12
Foreign exchange (loss) gain		(820	29	(1,111	50
Net income and comprehensive income for the period		8,831	11,961	4,072	20,454
Net income attributable to:
Common shareholders of the Company		8,831	11,961	4,072	20,454
Non-controlling interest	15	-	-	-	-
Net income for the period		8,831	11,961	4,072	20,454
Weighted average number of shares outstanding:
Basic	22	254,974,179	224,943,453	244,242,466	224,943,453
Diluted	22	261,481,062	225,292,468	249,286,037	224,968,681
Net income per s hare attributable to common shareholders:
Basic		0.03	0.05	0.02	0.09
Diluted		0.03	0.05	0.02	0.09

All values are in US Dollars.

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 SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(In thousands of United States Dollars, except for number of common shares)

						Non-
				Equity	Accumulated	controlling
		Number of	Share capital	reserves	deficit	interest	Total equity
	Note	shares	$			$	$
Balance as at December 31, 2022		224,943,453	579,591	51,998	(457,898	-	173,691
Share-based compensation expense	14(a)	-	-	517	-	-	517
Net income and comprehensive income for the period		-	-	-	20,454	-	20,454
Balance as at June 30, 2023		224,943,453	579,591	52,515	(437,444	-	194,662
Balance as at December 31, 2023		224,972,786	579,619	53,112	(431,813	-	200,918
Issuance of common shares:
Business combination, net of share issuance costs	4	28,500,000	32,449	-	-	-	32,449
Exercise of stock options	14(a)	3,263,994	3,759	(1,179	-	-	2,580
Share-based compensation expense	14(a)	-	-	579	-	-	579
Net income and comprehensive income for the period		-	-	-	4,072	-	4,072
Balance as at June 30, 2024		256,736,780	615,827	52,512	(427,741	-	240,598

All values are in US Dollars.

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 AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(In thousands of United States Dollars)

		Three months ended		Six months ended
		June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
	Note
Operating activities:
Net income for the period		8,831	11,961	4,072	20,454
Adjustments for:
Depreciation and depletion	9,19	4,712	36	7,728	72
Share-based compensation	19	2,996	893	8,124	2,490
Share of net income related to joint venture	8	-	(11,007	(2,432	(20,314
Gain on derecognition of equity investment in joint venture	8	(118	-	(1,416	-
Transaction costs	4	102	-	2,401	-
Finance income	21(a)	(1,434	(3,133	(3,940	(6,149
Finance expense	21(b)	8,253	4	13,978	9
Unrealized foreign exchange (gain) loss		200	(13	122	(3
Operating cash flow before working capital changes		23,542	(1,259	28,637	(3,441
Change in non-cash working capital	24	(19,079	(118	(11,146	1,521
Cash provided by (used in) operating activities		4,463	(1,377	17,491	(1,920
Investing activities:
Acquisition of 45% interest in joint venture from Gold Fields	4	-	-	(65,000	-
Cash and cash equivalents assumed on acquisition	4	-	-	112,502	-
Transaction costs paid	4	(102	-	(2,401	-
Redemption of preferred shares in joint venture	7	-	-	25,000	-
Expenditures on mineral properties, plant and equipment	9	(12,278	(5	(19,581	(34
Interest received	21(a)	1,433	708	2,281	1,381
Cash (used in) provided by investing activities		(10,947	703	52,801	1,347
Financing activities:
Payment of lease liabilities	10	(3,249	(31	(4,327	(62
Shares issued for cash on exercise of stock options	14(a)	2,399	-	2,580	-
Share issuance costs		-	-	(40	-
Cash used in financing activities		(850	(31	(1,787	(62
Impact of foreign exchange on cash and cash equivalents		(431	35	(736	27
(Decrease) increase in cash and cash equivalents during the period		(7,765	(670	67,769	(608
Cash and cash equivalents, beginning of period		130,804	56,173	55,270	56,111
Cash and cash equivalents, end of period		123,039	55,503	123,039	55,503
Supplemental cash flow information	24

All values are in US Dollars.

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>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".

Until March 4, 2024, the Company's principal business activity was the operation of the Asanko Gold Mine ("AGM") through a joint venture arrangement (the "JV") associated with the Company's then 45% equity interest in the entity that held the AGM mining licenses and gold exploration tenements (see note 8).

On March 4, 2024 (the "Acquisition Date"), the Company acquired Gold Fields Limited's ("Gold Fields") 45% interest in the AGM (the "Acquisition"). As of the Acquisition Date, the Company owns a 90% interest in the AGM with the Government of Ghana continuing to hold a 10% free-carried interest (non-controlling interest). Refer to note 4 for further details on the Acquisition and preliminary purchase price accounting.

The AGM consists of four main open-pit mining areas: Abore, Miradani North, Nkran and Esaase, 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 ("IFRIC"). 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, 2023.

These condensed consolidated interim financial statements were authorized for issue and approved by the Board of Directors on August 8, 2024.

The accounting policies followed 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, 2023, except as described below. The accounting policies of the JV outlined in the Company's annual financial statements for the year ended December 31, 2023 are the same accounting policies applied by the consolidated Galiano group in these financial statements.

Business combinations

Upon the acquisition of a business, the acquisition method of accounting is applied, whereby the purchase consideration is allocated to the identifiable assets, liabilities and contingent liabilities (identifiable net assets) acquired on the basis of fair value at the date of acquisition.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

2. Basis of presentation (continued)

When the cost of the acquisition exceeds the fair value attributable to the Company's share of the identifiable net assets, the difference is recorded as goodwill, which is not amortized and is reviewed for impairment annually or more frequently when there is an indication of impairment.

If the fair value attributable to the Company's share of the identifiable net assets exceeds the cost of acquisition, the difference is immediately recognized in the Statement of Operations and Comprehensive Income. Acquisition related costs, other than costs to issue equity securities of the Company, including investment banking fees, legal fees, accounting fees, valuation fees, and other professional or consulting fees are expensed as incurred. The cost to issue equity securities of the Company as consideration for the acquisition are reduced from share capital as share issuance costs.

Non-controlling interests are measured either at fair value or at the non-controlling interests' proportionate share of the recognized amounts of the acquirer's identifiable net assets as at the date of acquisition. The choice of measurement basis is made on a transaction-by-transaction basis.

Upon the acquisition of control, any previously held interest is re-measured to fair value at the date control is obtained resulting in a gain or loss upon the acquisition of control.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the business combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. These provisional amounts are adjusted during the measurement period (up to 12 months from the acquisition date) to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

(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.

These condensed consolidated interim financial statements incorporate the financial information of the Company and its subsidiaries as at June 30, 2024. 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.

Subsidiaries are included in the consolidated financial statements of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. The results of operations and cash flows of Asanko Gold Ghana Ltd., Adansi Gold Company (GH) Ltd. and Shika Group Finance Limited have been consolidated commencing on March 4, 2024 (refer to note 4).

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

2. Basis of presentation (continued)

The principal subsidiaries to which the Company is a party, as well as their geographic locations, were as follows as at June 30, 2024:

Affiliate name	Location	Interest	Classification and accountingmethod
Galiano Gold South Africa (PTY) Ltd.	South Africa	100%	Consolidated
Galiano International (Isle of Man) Ltd.	Isle of Man	100%	Consolidated
Galiano Gold (Isle of Man) Ltd.	Isle of Man	100%	Consolidated
Galiano Gold Exploration Mali SARL	Mali	100%	Consolidated
Galiano Gold Exploration Ghana Ltd.	Ghana	100%	Consolidated
BUK West Africa Limited	United Kingdom	100%	Consolidated
Asanko Gold Ghana Ltd.^1^	Ghana	90%	Consolidated
Adansi Gold Company (GH) Ltd.^1^	Ghana	100%	Consolidated
Shika Group Finance Limited^1^	Isle of Man	100%	Consolidated
Galiano Gold Netherlands B.V.^2^	Netherlands	100%	Consolidated

^1^ From January 1, 2024 to March 3, 2024, the Company equity accounted for its 45% interest in Asanko Gold Ghana Ltd. and its 50% interest in each of Adansi Gold Company (GH) Ltd. and Shika Group Finance Limited.

^2^ Acquired on March 4, 2024 as part of the Acquisition and name changed from GFI Netherlands B.V. to Galiano Gold Netherlands B.V. on April 2, 2024.

There were no new accounting standards effective January 1, 2024 that impacted these condensed consolidated interim financial statements.

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

The following standards and interpretations, which may be applicable to the Company, have been issued but are not yet effective as of June 30, 2024:

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 evaluating how IFRS 18 will impact the disclosures in its consolidated financial statements in future periods.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

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 and reported amounts of assets and liabilities.

The Company's significant accounting judgements and estimates are unchanged as compared to those presented in note 6 of the Company's audited annual consolidated financial statements for the year ended December 31, 2023, except as follows:

Business combinations

Judgements

The Company has concluded that the AGM constitutes a business and, therefore, the acquisition is accounted for in accordance with IFRS 3, Business Combinations. Acquisitions of businesses are accounted for using the acquisition method of accounting.

Estimates

The measurement of consideration transferred and fair value of assets acquired and liabilities assumed required the Company to make certain judgements and estimates taking into account information available at the time of acquisition about future events, including but not limited to: estimates of mineral reserves and resources acquired, exploration potential, future operating costs and capital expenditures, reclamation and closure costs, timing of development of the Nkran pit, future gold prices, discount rates and tax rates. Changes to any of these estimates, based on information available as of the acquisition date, may impact the fair values disclosed in the preliminary purchase price allocation, which would be adjusted retrospectively until the purchase price allocation is finalized within twelve months of the acquisition date.

4. Acquisition of control of AGM

On March 4, 2024, the Company completed the acquisition of Gold Fields' 45% interest in the Asanko Gold Mine JV. Following the closing of the Acquisition, the Company owns a 90% interest in Asanko Gold Ghana Ltd. ("AGGL"), the entity which holds the AGM's mining concessions and licenses, a 100% interest in Adansi Gold Company (GH) Ltd., an entity which holds exploration licenses in Ghana, and a 100% interest in Shika Group Finance Limited, the former JV entity. The Company also acquired a 100% interest in GFI Netherlands B.V., the entity through which Gold Fields held its former 45% interest in the JV.

The objective of the Acquisition is to consolidate ownership of the AGM and obtain control of the asset.

The Company began consolidating the operating results, cash flows and net assets of the AGM commencing on March 4, 2024.

The total consideration payable to Gold Fields comprised the following:

$65.0 million in cash;
issuance of 28.5 million common shares of the Company;
$55.0 million of deferred consideration comprised of a:
- $25.0 million cash payment on or before December 31, 2025; and
- $30.0 million cash payment on or before December 31, 2026 (collectively "Deferred Consideration")

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

4. Acquisition of control of AGM (continued)

The Deferred Consideration is to be paid in cash subject to the Company's right to satisfy up to 20% of each payment with common shares of the Company, subject to Gold Fields not owning more than 19.9% of the Company's issued and outstanding common shares at that time; and

$30.0 million cash payment contingently payable upon production of 100,000 gold ounces from the Nkran deposit ("Contingent Consideration").

Gold Fields will also receive a 1% net smelter return royalty on production from the Nkran deposit beginning upon 100,000 gold ounces being produced, and subject to a maximum of 447,000 gold ounces of production ("Nkran Royalty"). Galiano has a right of first refusal on any full or partial disposition of the Nkran Royalty by Gold Fields.

For accounting purposes, the consideration also includes the fair value of the Company's pre-existing investments in the JV, specifically the preferred shares and equity accounted investment.

The estimated fair value of consideration paid to Gold Fields as of the acquisition date is summarized as follows:

	Fair value
	$
Cash	65,000
Common shares ^(1)^	32,490
Deferred consideration^(2)^	47,628
Contingent consideration^(3)^	13,337
Nkran royalty^(4)^	3,030
Fair value of consideration paid for 45% interest in AGM	161,485
Fair value of Galiano's previously held 45% interest	136,485
Fair value of consideration	297,970

(1) The common share consideration fair value is based on a value of $1.14 per share, being the closing price of the Company's common shares on the NYSE American on March 4, 2024.

(2) The Deferred Consideration fair value was estimated using a discounted cash flow model and applying a 6.3% discount rate.

(3) The Contingent Consideration fair value was estimated using a discounted cash flow model and applying a 14.5% discount rate.

(4) The Nkran Royalty fair value was estimated using a discounted cash flow model and applying a forecast gold price of $1,725 per ounce and a discount rate of 14.5%.

The fair value of the Company's previously held 45% interest in the JV is comprised of the fair value of preferred shares amounting to $46.8 million and the fair value of the Company's previous equity investment of $89.7 million.

A preliminary allocation of the purchase price is presented in the table below.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

4. Acquisition of control of AGM (continued)

	Fair value

Assets acquired
Cash and cash equivalents	112,502
Accounts receivable	102
Value added tax receivables	7,885
Inventories	41,158
Prepaid expenses and deposits	5,509
Reclamation deposits	5,308
Mineral properties , plant and equipment	242,694
Liabilities assumed
Accounts payable and accrued liabilities	(44,475
Lease liabilities	(19,176
Asset retirement provisions	(53,537
Net assets acquired	297,970
Non-controlling interest	-
Net assets attributable to Galiano	297,970

All values are in US Dollars.

As at June 30, 2024, the allocation of the purchase price has not been finalized. The Company is continuing its review of estimates of the consideration, inventories, mineral properties, plant and equipment, asset retirement provisions, leases and non-controlling interests. The Company is also still evaluating the deferred tax impacts of the transaction. The Company will finalize the allocation of the purchase price no later than twelve months after the acquisition date.

During the three months ended June 30, 2024, adjustments were made to the preliminary fair values of inventories, mineral properties, plant and equipment and asset retirement provisions. The fair value of inventories decreased by $4.2 million due to a change in assumptions of cost to complete. The fair values of mineral properties, plant and equipment and asset retirement provisions increased by $12.1 million and $7.6 million, respectively, due to a change in the underlying discount rates.

The Company expensed $0.4 million of acquisition-related costs during the year ended December 31, 2023 and another $0.1 million and $2.4 million, respectively, were expensed during the three and six months ended June 30, 2024 and were presented as transaction costs in the Statement of Operations and Comprehensive Income.

Since the acquisition on March 4, 2024, the assets acquired from the AGM contributed $95.7 million of revenue and $23.1 million of net earnings before purchase price adjustments. Had the transaction occurred on January 1, 2024, the AGM would have contributed revenue of $129.6 million and net income of $28.4 million for the six months ended June 30, 2024.

5. Cash and cash equivalents

	June 30, 2024	December 31, 2023
	$	$
Cash held in banks	42,567	15,827
Short-term investments	80,472	39,443
Cash and cash equivalents	123,039	55,270
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated
---

6. Inventories

	June 30, 2024	December 31, 2023
	$	$
Gold dore on hand	3,021	-
Gold-in-process	3,021	-
Ore stockpiles	11,414	-
Supplies	15,908	-
Total inventories	33,364	-

7. Financial assets

On closing of the Acquisition, the Company derecognized its preferred share investment in the AGM JV, which is now eliminated on consolidation. The following table summarizes the change in the carrying amount of the Company's preferred shares held in the JV for the six months ended June 30, 2024 and year ended December 31, 2023:

	June 30, 2024			December 31, 2023
	Number of shares			$
Balance, beginning of period	132,400,000		70,165	66,809
Fair value adjustment for the period	-		1,654	3,356
Redemption of preferred shares during the period	(25,000,000	)	(25,000	-
Derecognition on closing of Acquisition	(107,400,000	)	(46,819	-
Balance, end of period	-		-	70,165

All values are in US Dollars.

Prior to closing the Acquisition, the Company re-measured the fair value of the preferred shares to $71.8 million and recorded a positive fair value adjustment of $1.7 million in finance income for the six months ended June 30, 2024 (three and six months ended June 30, 2023 - positive fair value adjustment of $2.4 million and $4.8 million, respectively).

Prior to closing of the Acquisition, the AGM JV made a $25.0 million preferred share redemption to the Company, which was subsequently used to pay Gold Fields a portion of the cash consideration under the Acquisition.

8. Asanko Gold Mine joint venture

On March 4, 2024, the Company ceased to apply the equity method of accounting for its previous 45% interest in the AGM JV. For the period from January 1, 2024 to March 3, 2024, the Company recognized its 45% share of the JV net earnings which amounted to $2.4 million (three and six months ended June 30, 2023 - share of the JV's net earnings of $11.0 million and $20.3 million, respectively).

Prior to closing of the Acquisition, the Company remeasured its equity investment in the AGM JV to fair value and recorded a $1.4 million gain on derecognition of its equity investment in the JV for the six months ended June 30, 2024.

The following table summarizes the change in the carrying amount of the Company's investment in the AGM JV for the six months ended June 30, 2024 and year ended December 31, 2023:

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

8. Asanko Gold Mine joint venture (continued)

	June 30, 2024	December 31, 2023
		$
Balance, beginning of period	85,818	54,148
Company's share of the JV's net income for the period	2,432	31,670
Fair value adjustment on derecognition	1,416
Derecognition on closing of Acquisition	(89,666	-
Balance, end of period	-	85,818

All values are in US Dollars.

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

		Exploration
		and	Plant,
	Mineral	evaluation	buildings and	Right-of-use	Assets under	Corporate
	interests	assets	equipment	assets	construction	assets	Total
		$
Cost		****
As at December 31, 2022	-	-	-	623	-	461	1,084
Additions	-	-	-	-	-	35	35
As at December 31, 2023	-	-	-	623	-	496	1,119
Acquired under the Acquisition (note 4)	31,215	3,964	180,817	15,746	10,952	-	242,694
Additions	18,325	-	-	27,816	2,677	10	48,828
Change in as set retirement provisions (note 10)	8,344	-	-	-	-	-	8,344
Transfers	-	-	8,595	-	(8,595	-	-
As at June 30, 2024	57,884	3,964	189,412	44,185	5,034	506	300,985
Accumulated depreciation and depletion		****
As at December 31, 2022	-	-	-	(346	-	(406	(752
Depreciation expense	-	-	-	(104	-	(38	(142
As at December 31, 2023	-	-	-	(450	-	(444	(894
Depreciation and depletion expense	(2,274	-	(2,076	(3,748	-	(16	(8,114
As at June 30, 2024	(2,274	-	(2,076	(4,198	-	(460	(9,008
Net book value:		****
As at December 31, 2023	-	-	-	173	-	52	225
As at June 30, 2024	55,610	3,964	187,336	39,987	5,034	46	291,977

All values are in US Dollars.

Depreciation and depletion expense presented above includes $34 and $68 of depreciation expense for the three and six months ended June 30, 2024, respectively, that is presented within general and administrative expenses in the Statement of Operations and Comprehensive Income (three and six months ended June 30, 2023 - $36 and $72 of depreciation expense presented within general and administrative expenses, respectively). Additionally, depreciation and depletion expense recognized in the Statement of Operations and Comprehensive Income for the three and six months ended June 30, 2024 includes a credit of $1.8 million and $0.4 million to depreciation expense, respectively, related to changes in inventories.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

10. Lease liabilities

The following table shows the movement in lease liabilities of the Company for the six months ended June 30, 2024 and year ended December 31, 2023:

	June 30, 2024	December 31, 2023

Balance, beginning of period	203	314
Leases assumed in Acquisition	19,176	-
Leases entered into during the period	27,816	-
Lease payments	(4,327	(127
Interest expense	1,855	16
Total lease liabilities, end of period	44,723	203
Less : current portion of lease liabilities	(14,475	(125
Total non-current portion of lease liabilities	30,248	78

All values are in US Dollars.

During the three and six months ended June 30, 2024, the Company incurred $17.2 million and $22.4 million relating to variable lease payments under mining services and other mining related contracts which have not been included in the measurement of lease liabilities (three and six months ended June 30, 2023 - nil for both periods).

11. Provisions

	June 30, 2024	December 31, 2023
	$	$
Legal (note 11(a))	7,000	-
Current portion of as set retirement provisions (note 11(b))	2,199	-
Total provisions	9,199	-

(a) Legal provision

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 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 million plus interest for services rendered. The AGM, consistent with the arbitration ruling, maintains the view that there was no breach of contract and all contractual amounts were paid as due. The AGM therefore is undertaking an appeals process in the Court of Appeal in Ghana. A provision of $7.0 million has been recorded as of June 30, 2024 (December 31, 2023 - $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.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

11. Provisions (continued)

(b) Asset retirement provisions

The following table shows the movement in asset retirement provisions of the Company for the six months ended June 30, 2024:

	June 30, 2024	December 31, 2023
		$
Balance, beginning of period	-	-
Assumed in Acquisition	53,537	-
Accreti on expense	901	-
Change in estimate	8,344	-
Reclamation undertaken during the period	(197	-
Total asset retirement provisions, end of period	62,585	-
Less: current portion of asset retirement provisions	(2,199	-
Total non-current portion of asset retirement provisions	60,386	-

All values are in US Dollars.

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 June 30, 2024, the AGM's reclamation cost estimates were discounted using a long‐term risk‐free discount rate of 4.4%. The change in estimate during the period was primarily due to accounting for the asset retirement provision in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets post-acquisition rather than under IFRS 3, Business Combinations, which requires a market-based discount rate to be applied to estimated reclamation and closure costs.

12. Deferred and contingent consideration

In accordance with the Acquisition agreement, certain consideration payable to Gold Fields is deferred in time or contingent upon certain future events. The Company has recognized the following financial liabilities at fair value as of the acquisition date and were subsequently remeasured in accordance with IFRS 9, Financial Instruments ("IFRS 9").

	June 30, 2024	December 31, 2023
	$	$
Deferred Consideration	48,602	-
Contingent Consideration	14,246	-
Nkran Royalty	3,320	-
Total financial liabilities	66,168	-

(a) Deferred Consideration

$55.0 million of the aggregate consideration payable to Gold Fields is deferred with $25.0 million due on or before December 31, 2025 and $30.0 million due on or before December 31, 2026. The Company estimated the fair value of the Deferred Consideration by discounting the contractual future cash flows (assumed $25.0 million payable on December 31, 2025 and

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

12. Deferred and contingent consideration (continued)

$30.0 million payable on December 31, 2026) at a discount rate of 6.3%, resulting in a fair value of $47.6 million as of March 4, 2024. Subsequent to initial recognition, the Deferred Consideration is measured at amortized cost.

For the three and six months ended June 30, 2024, the Company recognized accretion expense of $0.7 million and $1.0 million, respectively, in finance expense in the Statement of Operations and Comprehensive Income.

The following table summarizes the change in the carrying amount of the Deferred Consideration for the six months ended June 30, 2024:

	June 30, 2024	December 31, 2023
	$	$
Balance, beginning of period	-	-
Initial recognition at fair value (note 4)	47,628	-
Accretion expense	974	-
Balance, end of period	48,602	-

(b) Contingent Consideration

$30.0 million of the aggregate consideration payable to Gold Fields is contingent upon 100,000 gold ounces being produced from the Nkran deposit. The Company estimated the fair value of the Contingent Consideration by discounting forecast future cash flows based upon the expected payment date from the current life of mine plan at a discount rate of 14.5%, resulting in a fair value of $13.3 million as of March 4, 2024.

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. As such, the Company remeasured the fair value of the Contingent Consideration to $14.2 million as of June 30, 2024 and recognized a $0.4 million and $0.9 million fair value adjustment for the three and six months ended June 30, 2024, respectively, in finance expense in the Statement of Operations and Comprehensive Income. In determining the fair value at June 30, 2024, the Company applied the same assumptions as of the March 4, 2024 fair value calculation. 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 six months ended June 30, 2024:

	June 30, 2024	December 31, 2023
	$	$
Balance, beginning of period	-	-
Initial recognition at fair value (note 4)	13,337	-
Change in fair value during the period	909	-
Balance, end of period	14,246	-

Gold Fields is entitled to a 1% net smelter return royalty on gold revenue generated from the Nkran deposit beginning upon 100,000 gold ounces being produced, and subject to a maximum of 447,000 gold ounces of production. The Company estimated the fair value of the Nkran Royalty by discounting forecast future cash flows at a discount rate of 14.5%, resulting in

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

12. Deferred and contingent consideration (continued)

a fair value of $3.0 million as of March 4, 2024. The gold price assumption applied in estimating future royalty payments was based on long-term consensus prices of $1,725 per ounce.

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. As such, the Company remeasured the fair value of the Nkran Royalty to $3.3 million as of June 30, 2024 and recognized a $0.2 million and $0.3 million fair value adjustment for the three and six months ended June 30, 2024, respectively, in finance expense in the Statement of Operations and Comprehensive Income. In determining the fair value at June 30, 2024, the Company updated its long-term gold price assumption to $1,850 per ounce. The Nkran Royalty falls within level 3 of the fair value hierarchy.

The following table summarizes the change in the carrying amount of the Nkran Royalty for the six months ended June 30, 2024:

	June 30, 2024	December 31, 2023
	$	$
Balance, beginning of period	-	-
Initial recognition at fair value (note 4)	3,030	-
Change in fair value during the period	290	-
Balance, end of period	3,320	-

13. Share capital

(a) Authorized:

Unlimited common shares without par value or restrictions.

(b) Issued and outstanding common shares

	Number of shares	Amount
		$
Balance, January 1, 2023	224,943,453	579,591
Issued pursuant to exercise of stock options (note 14(a))	29,333	28
Balance, December 31, 2023	224,972,786	579,619
Issued on closing of Acquisition (note 4), net of issuance costs	28,500,000	32,449
Issued pursuant to exercise of stock options (note 14(a))	3,263,994	3,759
Balance, June 30, 2024	256,736,780	615,827

On December 21, 2022, 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 $300 million. The Prospectus has a term of 25 months from the filing date. As of June 30, 2024, no securities were issued under the Prospectus.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

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. As at December 31, 2023, all units previously granted had been determined by the Board to be cash-settled. For awards granted under the share unit plan in 2024, the Board determined that the units would be settled upon vesting in either cash or shares by resolution at that time. Given the Company's historical practice of settling all share units in cash, all units have been treated as cash settled as at June 30, 2024 and are recognized as liabilities at fair value accordingly.

Under the two plans, when combined, the number of shares issuable cannot exceed 9% of the issued and outstanding common shares of the Company. Specifically, shares reserved for issuance under the share unit plan, when designated as equity-settled, may not exceed 5% of the issued and outstanding common shares of the Company. Share units awarded as cash settled units will not be considered in computing the limits of the share unit plan.

RSUs, PSUs and DSUs are cash-settled awards and therefore represent financial liabilities, which are recorded at fair value at each reporting date and adjusted for the completed proportion of the vesting period, with any changes recorded as shared-based compensation expense in the Statement of Operations and Comprehensive Income. The financial liability associated with these cash-settled awards is recorded in accounts payable and accrued liabilities for amounts expected to be settled within one year, and within other non-current liabilities for amounts to be settled in excess of one year, as of the balance sheet date.

(a) Stock options

Options granted typically 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.

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, 2023	8,497,170		1.04
Granted	4,574,000		0.85
Exercised	(29,333	)	0.84
Cancelled/Expired/Forfeited	(466,502	)	1.13
Balance, December 31, 2023	12,575,335		0.97
Granted	3,219,000		1.24
Exercised	(3,263,994	)	1.08
Cancelled/Expired/Forfeited	(1,146,336	)	0.96
Balance, June 30, 2024	11,384,005		1.01
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated
---

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

For stock options granted during the six months ended June 30, 2024, the following assumptions were applied in the Black Scholes option pricing model:

		Assumptions
Expected life of option (years)		3.7
Forfeiture rate		17.9%
Dividend yield		0.0%
Risk-free rate		4.4%
Volatility		57.7%
Black Scholes fair value per option (in US dollars)	$	0.43

During the three and six months ended June 30, 2024, the Company recognized $0.2 million and $0.6 million of share-based compensation expense, respectively, relating to stock options (three and six months ended June 30, 2023 - $0.3 million and $0.5 million of share‐based compensation expense, respectively).

During the three and six months ended June 30, 2024, 3,019,993 and 3,263,994 stock options, respectively, were exercised for aggregate gross proceeds to the Company of $2.4 million and $2.6 million, respectively (three and six months ended June 30, 2023 - no stock options exercised).

(b) Restricted Share Units

RSUs granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. The following table is a reconciliation of the movement in the number of RSUs outstanding for the six months ended June 30, 2024 and year ended December 31, 2023:

	Number of RSUs
	June 30, 2024		December 31, 2023
Balance, beginning of period	564,237		534,508
Assumed in Acquisition	75,760		-
Granted	270,000		366,200
Settled in cash	(264,166	)	(279,069	)
Forfeited	(59,667	)	(57,402	)
Balance, end of period	586,164		564,237

For all RSUs granted during the six months ended June 30, 2024, the awards vest in three equal tranches over a service period of three years and had an estimated forfeiture rate of 23.9% (six months ended June 30, 2023 - forfeiture rate of 24.2%).

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

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

The following table is a reconciliation of the movement in the RSU liability for the six months ended June 30, 2024 and year ended December 31, 2023:

	June 30, 2024	December 31, 2023

Balance, beginning of period	265	169
Assumed in Acquisition	30	-
Awards vested and change in fair value, net of forfeited awards	402	265
Settled in cash	(351	(169
Total RSU liability, end of period	346	265
Less: current portion of RSU liability	(250	(195
Total non-current RSU liability, end of period	96	70

All values are in US Dollars.

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

All PSUs contain a performance criterion applied to the number of units that vest on a yearly basis. 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%.

The following table is a reconciliation of the movement in the number of PSUs outstanding for the six months ended June 30, 2024 and year ended December 31, 2023:

	Number of PSUs
	June 30, 2024		December 31, 2023
Balance, beginning of period	2,501,482		1,739,401
Granted	884,000		1,287,200
Settled in cash	(1,709,427	)	(908,429	)
Added due to performance condition	191,383		563,857
Forfeited	(390,951	)	(180,547	)
Balance, end of period	1,476,487		2,501,482
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated
---

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

The following table is a reconciliation of the movement in the PSU liability for the six months ended June 30, 2024 and year ended December 31, 2023:

	June 30, 2024	December 31, 2023

Balance, beginning of period	1,497	503
Awards vested and change in fair value, net of forfeited awards	1,685	1,577
Settled in cash	(2,479	(583
Total PSU liability, end of period	703	1,497
Less : current portion of PSU liability	(464	(1,249
Total non-current PSU liability, end of period	239	248

All values are in US Dollars.

(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 six months ended June 30, 2024 and year ended December 31, 2023:

	Number of DSUs
	June 30, 2024		December 31, 2023
Balance, beginning of period	4,068,275		3,132,000
Granted	1,045,200		1,942,400
Settled in cash	-		(860,875	)
Forfeited	(87,600	)	(145,250	)
Balance, end of period	5,025,875		4,068,275

The following table is a reconciliation of the movement in the DSU liability for the six months ended June 30, 2024 and year ended December 31, 2023:

	June 30, 2024	December 31, 2023
	$
Balance, beginning of period	3,778	1,664
Awards vested and change in fair value, net of forfeited awards	4,635	2,663
Settled in cash	-	(549
Total DSU liability, end of period	8,413	3,778

All values are in US Dollars.

The financial liability associated with cash-settled DSU awards is recorded in accounts payable and accrued liabilities. Subsequent to quarter-end, $1.5 million of DSUs were paid to a former director of the Company.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

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

(e) Phantom share units

On November 6, 2020, the Company granted 1,000,000 cash-settled phantom share units to the Chair of the Board. The units vested three years from the grant date, but will only become payable upon the Chair's departure from the Board or upon a change of control of the Company, in a cash settlement amount equal to the fair value of 1,000,000 common shares as at the Chair's departure date or date of change of control.

The phantom share units represent a financial liability, as they will be settled in cash, and are marked-to-market at each reporting period end and presented in the Statement of Financial Position within accounts payable and accrued liabilities.

The following table is a reconciliation of the movement in the phantom share unit liability for the six months ended June 30, 2024 and year ended December 31, 2023:

	June 30, 2024	December 31, 2023
	$	$
Balance, beginning of period	917	381
Awards vested and change in fair value during the period	824	536
Total phantom share unit liability, end of period	1,741	917

15. Non-controlling interest ("NCI")

The AGM is wholly-owned by AGGL with the Government of Ghana retaining a 10% free-carried interest. The Government has a nominee on the board of this subsidiary and is entitled to 10% of declared dividends paid out of the subsidiary; however, the Government does not have to contribute to the subsidiary's capital investment. The Government of Ghana's free-carried interest is considered to be an NCI. As of June 30, 2024, AGGL did not have an income surplus in the pool from which dividends may be paid and as such no non-controlling interest was recognized for the six months ended June 30, 2024.

16. Revenue

AGGL has an offtake agreement (the "Offtake Agreement") with a special purpose vehicle of RK Mine Finance Master Fund I Limited ("Red Kite") under which the AGM will sell 100% of future gold production from the AGM up to a maximum of 2.2 million ounces. The realized gold sale price will be a spot price selected by Red Kite during a nine‐day quotational period following shipment of gold from the mine.

During the three and six months ended June 30, 2024, the AGM sold 27,830 and 59,670 ounces of gold, respectively, to Red Kite under the Offtake Agreement. For the period from March 4, 2024 to June 30, 2024, being the period the Company controlled the AGM and consolidated its financial results, the AGM sold 42,743 ounces of gold. As of June 30, 2024, the AGM has delivered 1,660,938 gold ounces to Red Kite under the Offtake Agreement.

The Company has recognized revenue from the sale of gold to Red Kite for the period from March 4, 2024 to June 30, 2024, which amounted to $95.5 million. Included in revenue of the Company is $0.2 million relating to by-product silver sales for both the three and six months ended June 30, 2024, respectively.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

16. Revenue (continued)

During the three and six months ended June 30, 2024, the AGM sold a portion of its production to the Bank of Ghana under the country's gold buying program. As agreed with Red Kite, gold ounces sold to the Bank of Ghana were considered delivered under the Offtake Agreement, and in consideration the AGM paid to Red Kite a "make whole" payment which was calculated in a similar manner to a nine‐day quotational period. The "make whole" payments made to Red Kite were recognized as a reduction of revenues.

17. Production costs

The following is a summary of production costs by nature recorded by the Company during the three and six months ended June 30, 2024. Note that production costs of the AGM were consolidated by the Company from March 4, 2024 onwards.

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
		$		$
Raw materials and consumables	(13,650	-	(18,216	-
Salaries and employee benefits	(5,778	-	(7,842	-
Contractors	(12,599	-	(15,410	-
Change in stockpile, gold-in-process and gold dore inventories	5,573	-	(6,934	-
Insurance, government fees, permits and other	(3,839	-	(4,053	-
Total production costs	(30,293	-	(52,455	-

All values are in US Dollars.

For the three and six months ended June 30, 2024, change in inventories included the recognition of purchase price adjustments on gold-in-process and gold on hand inventories amounting to a credit of $1.4 million and an expense of $7.8 million, respectively.

18. Royalties

All of the AGM's concessions are subject to a 5% gross revenue royalty payable to the Government of Ghana. In addition, the Nkran deposit is subject to an additional 1% royalty on a portion of production as described in note 12(c) and the Esaase deposit is subject to an additional 0.5% net smelter return royalty payable to the Bonte Liquidation Committee.

On April 3, 2023, the Government of Ghana imposed a special levy, the Growth and Sustainability Levy ("GSL"), on all companies operating in Ghana with an effective date of May 1, 2023. The purpose of the GSL is to support growth and fiscal sustainability of the Ghanaian economy. For mining companies in Ghana, the GSL is levied at a rate of 1% of gold revenues for the fiscal years 2023 to 2025. The Company has presented the 1% GSL within royalties expense in the Statement of Operations and Comprehensive Income.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>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 and six months ended June 30, 2024 and 2023. G&A expenses include G&A expenses of the AGM from March 4, 2024 onwards.

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023

Wages, benefits and consulting	(2,266	(1,453	(3,911	(2,944
Office, rent and administration	(542	(316	(841	(630
Professional and legal	(334	(156	(649	(309
Share-based compensation	(2,996	(893	(8,124	(2,490
Travel, marketing, investor relations and regulatory	(460	(294	(732	(553
Depreciation	(34	(36	(68	(72
Total G&A expense	(6,632	(3,148	(14,325	(6,998

All values are in US Dollars.

20. JV service fee

For the period from January 1, 2024 to March 3, 2024, the Company was the manager and operator of the AGM JV. For this period, the Company earned a gross service fee of $1.2 million less withholding taxes payable in Ghana of $0.2 million, for a net service fee of $1.0 million, which has been recognized in the Statement of Operations and Comprehensive Income for the six months ended June 30, 2024 (three and six months ended June 30, 2023 - a gross service fee of $1.7 million less withholding taxes of $0.3 million and a gross service fee of $3.5 million less withholding taxes of $0.7 million, respectively). The service fee earned from the JV was considered a related party transaction given the Company's previous 45% interest in the JV.

All transactions with related parties have occurred in the normal course of operations.

21. Finance income and expense

(a) Finance income

The following is a summary of finance income recorded by the Company during the three and six months ended June 30, 2024 and 2023. Finance income earned by the AGM has been consolidated by the Company from March 4, 2024 onwards.

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
	$	$	$	$
Fair value adjustment on preferred shares (note 7)	-	2,425	1,654	4,768
Interest income	1,432	708	2,281	1,381
Other	2	-	5	-
Total finance income	1,434	3,133	3,940	6,149
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated
---

21. Finance income and expense (continued)

(b) Finance expense

The following is a summary of finance expense recorded by the Company during the three and six months ended June 30, 2024 and 2023. Finance expense incurred by the AGM has been consolidated by the Company from March 4, 2024 onwards.

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023

Unrealized losses on gold hedging instruments (note 25(b))	(1,541	-	(5,619	-
Realized losses on gold hedging instruments (note 25(b))	(2,945	-	(3,114	-
Interest on lease liabilities (note 10)	(1,434	(5	(1,855	(9
Accretion expense on asset retirement provisions (note 11(b))	(680	-	(901	-
Accretion expense on deferred consideration (note 12(a))	(728	-	(974	-
Change in fair value of contingent consideration (notes 12(b) and (c))	(650	-	(1,199	-
Other	(281	(1	(322	(3
Total finance expense	(8,259	(6	(13,984	(12

All values are in US Dollars.

22. Income per share

For the three and six months ended June 30, 2024 and 2023, the calculation of basic and diluted income per share is based on the following data:

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
Net income for the period	8,331	11,961	4,072	20,454
Number of shares
Weighted average number of ordinary shares - basic	254,974,179	224,943,453	244,242,466	224,943,453
Effect of dilutive stock options	6,506,883	349,015	5,043,571	25,228
Weighted average number of ordinary shares - diluted	261,481,062	225,292,468	249,286,037	224,968,681

For the three and six months ended June 30, 2024, excluded from the calculation of diluted weighted average shares were nil and 243,000 stock options, respectively, that were determined to be anti-dilutive (three and six months ended June 30, 2023 - 8,675,002 and 12,707,002 stock options were determined to be anti-dilutive, respectively).

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>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 June 30, 2024 and December 31, 2023. Note the December 31, 2023 balances exclude the liabilities and commitments of the AGM.

			Over	June 30,	December 31,
	Within 1 year	1 - 5 years	5 years	2024	2023
Accounts pa yable, accrued liabilities and payable due to related party	41,045	-	-	41,045	5,724
ZCC gold hedges	3,225	2,486	-	5,711	-
Long-term incentive plan (cash-settled awards)	10,866	335	-	11,201	6,457
Mining and other services contracts	18,861	35,164	-	54,025	-
Asset retirement provisions (undiscounted)	2,248	6,645	61,186	70,079	-
Deferred and contingent consideration (undiscounted)	-	55,000	38,482	93,482	-
Corporate office leases	131	22	-	153	225
Total	76,376	99,652	99,668	275,696	12,406

The 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 portion of the ZCC gold hedge liability that is expected to be settled in greater than one year from the balance sheet date has been presented within other non-current liabilities in the Statement of Financial Position.

Long-term incentive plan commitments in less than one year include all DSU awards to directors of the Company, as they are considered to be current as the timing of those payments is beyond the control of the Company in the event that a director where to retire or there is a change of control. As of June 30, 2024, the only DSU commitments following director resignations that are known to exist within one year are approximately $2.1 million of which, subsequent to quarter-end, $1.5 million of DSUs were paid to a former director of the Company.

The timing of the contingent payments to Gold Fields ($38.5 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. Refer to note 10 for provisions recorded in respect of an outstanding legal claim.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>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 periods presented:

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
		$	$	$
Change in asset retirement provisions included in MPP&E	(8,039	-	8,344	-
Capitalized leases included in MPP&E	21,765	-	27,816	-

All values are in US Dollars.

The following table summarizes the changes in non-cash working capital for the three and six months ended June 30, 2024 and 2023:

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023

Accounts receivable	(3,242	-	(7,905	1,243
Inventories	(5,894	-	8,190	-
Value added tax receivables	(2,229	-	(3,784	-
Prepaid expenses and deposits	725	313	385	325
Accounts payable and a ccrued liabilities	(8,439	(431	(8,032	(47
Change in non-cash working capital	(19,079	(118	(11,146	1,521

All values are in US Dollars.

25. Financial instruments

(a) Financial assets and liabilities by categories

	Fair value through profit or loss	Amortized cost	Carrying value	Fair value
As at June 30, 2024	$	$	$	$
Financial assets:
Cash and cash equivalents	-	123,039	123,039	123,039
Accounts receivable	-	9,067	9,067	9,067
Value added tax receivables	-	10,376	10,376	10,376
Total financial assets	-	142,482	142,482	142,482
Financial liabilities:
Accounts payable and accrued liabilities ^1^	14,153	40,983	55,136	55,136
Lease liabilities	-	44,723	44,723	44,723
Deferred consideration	-	48,602	48,602	48,602
Contingent consideration	14,246	-	14,246	14,246
Nkran royalty	3,320	-	3,320	3,320
Other non-current liabilities	2,821	-	2,821	2,821
Total financial liabilities	34,540	134,308	168,848	168,848

^1^ Accounts payable in the previous table includes the current portion of long-term incentive plan and gold hedge instrument liabilities, which are measured at fair value through profit or loss.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

25. Financial instruments (continued)

	Fair value throughprofit or loss	Amortized cost	Carrying value	Fair value
As at December 31, 2023	$	$	$	$
Financial assets:
Cash and cash equivalents	-	55,270	55,270	55,270
Receivables and receivable due from related party	-	1,060	1,060	1,060
Preferred s hares in AGM JV	70,165	-	70,165	70,165
Total financial assets	70,165	56,330	126,495	126,495
Financial liabilities:
Accounts payable, accrued liabilities and payable due to related party^1^	6,139	5,724	11,863	11,863
Long-term incentive plan liabilities	318	-	318	318
Lease liability	-	203	203	203
Total financial liabilities	6,457	5,927	12,384	12,384

^1^ Accounts payable includes the current portion of long-term incentive plan liabilities, which are measured at fair value through profit or los s .

(b) Derivative instruments

The Company's derivatives are comprised of zero cost collar ("ZCC") gold hedging instruments. The losses on derivatives for the three and six months ended June 30, 2024 and 2023 were comprised of the following:

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
	$	$	$	$
Realized loss on ZCC gold hedges	2,945	-	3,114	-
Unrealized loss on ZCC gold hedges	1,541	-	5,619	-

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.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

25. Financial instruments (continued)

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 are also recorded at fair value at the reporting date and fall within Level 2 of the fair value hierarchy.

There were no transfers between the fair value levels during the six months ended June 30, 2024.

Refer to note 12 for a discussion on the valuation technique 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 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, Ghana and Mali. 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 June 30, 2024, the Company had a receivable of $8.7 million due from Red Kite relating to gold ounces delivered (December 31, 2023 - nil), and a $10.4 million value added tax receivable due from the Government of Ghana (December 31, 2023 - nil). The credit risk associated with these receivables is considered to be low based on historical collection experience with the counterparties. However, should any of these counterparties not honour its commitments, or should any of them become insolvent, 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.

Through a combination of the Company's cash balance and interest earned thereon and cash flows generated by the AGM, the Company believes it is in a position to meet all working capital requirements, contractual obligations and commitments as they fall due. The Company's cash flows, however, 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 aims to manage its liquidity by ensuring that, even in a low gold price environment, it can manage spending and provide adequate cash flow to meet all commitments.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

25. Financial instruments (continued)

As at June 30, 2024, after consideration of the financial liabilities assumed in the Acquisition, the Company continues to maintain its ability to meet its financial obligations as they come due.

Market Risk

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The average interest rate earned by the Company on its cash and cash equivalents during the six months ended June 30, 2024 was 5.4% (six months ended June 30, 2023 - 5.2%).

The Contingent Consideration and Nkran Royalty are financial liabilities measured at fair value through profit or loss with fair value determined by reference to a discounted cash flow model. Changes in interest rates would impact the discount rate applied to forecast future cash flows and accordingly the fair value of these financial liabilities. Any changes in interest rates would therefore impact the Company's earnings, but would not impact cash payments required to be paid under the terms of the Acquisition agreement. The following table highlights the sensitivity of the fair values related to these financial liabilities for a 1% decrease (increase) in the underlying discount rate.

	Change in fair value
	1% increase to	1% decrease to
	discount rate	discount rate
		$
Contingent consideration	(665	704
Nkran royalty	(206	220

All values are in US Dollars.

(ii) Foreign currency risk

The Company reports its financial statements in US dollars; however, the Company operates in Ghana which utilizes the Ghanaian Cedi. 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.

(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. Refer to note 25(b) for disclosure of gains or losses recorded on the Company's gold hedging instruments for the period.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

26. Segmented information

Geographic Information

As at June 30, 2024, 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

June 30, 2024	Canada	Ghana	Total
	$	$	$
Current assets	97,336	84,399	181,735
Mineral properties, plant and equipment	167	291,810	291,977
Other non-current as sets	-	5,319	5,319
Total assets	97,503	381,528	479,031
Current liabilities	12,211	66,599	78,810
Non-current liabilities	66,492	93,131	159,623
Total liabilities	78,703	159,730	238,433
December 31, 2023	Canada	West Africa	Total
---	---	---	---
	$	$	$
Current assets	57,084	10	57,094
Property, plant and equipment and right-of-use as sets	225	-	225
Other non-current as sets	-	155,983	155,983
Total assets	57,309	155,993	213,302
Current liabilities	8,475	3,513	11,988
Non-current liabilities	396	-	396
Total liabilities	8,871	3,513	12,384

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

26. Segmented information (continued)

Geographic allocation of the Statements of Operations and Comprehensive Income

For the three months ended June 30, 2024:

	Canada	Ghana	Total

Revenue	-	63,963	63,963
Cost of sales :
Production costs	-	(30,293	(30,293
Depreciation and depletion	-	(4,678	(4,678
Royalties	-	(3,860	(3,860
Income from mine operations	-	25,132	25,132
General and administrative expenses	(5,884	(748	(6,632
Exploration and evaluation expenditures	-	(2,040	(2,040
Gain on derecognition of equity investment in joint venture	118	-	118
(Loss) income from operations and joint venture	(5,766	22,344	16,578
Trans action costs	(102	-	(102
Finance income	1,357	77	1,434
Finance expense	(1,382	(6,877	(8,259
Foreign exchange loss	(39	(781	(820
Net (loss) income and comprehensive (loss) income for the period	(5,932	14,763	8,831

All values are in US Dollars.

For the three months ended June 30, 2023:

	Canada	West Africa	Total

Share of net income related to joint venture	-	11,007	11,007
Service fee earned as operators of joint venture	1,418	-	1,418
General and administrative expenses	(3,107	(41	(3,148
Exploration and evaluation expenditures	-	(472	(472
(Loss) income from operations and joint venture	(1,689	10,494	8,805
Finance income	708	2,425	3,133
Finance expense	(6	-	(6
Foreign exchange gain	29	-	29
Net (loss) income and comprehensive (loss) income for the period	(958	12,919	11,961

All values are in US Dollars.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023<br>Expressed in thousands of United States Dollars unless otherwise stated

26. Segmented information (continued)

For the six months ended June 30, 2024:

	Canada	Ghana	Total

Revenue	-	95,658	95,658
Cost of sales :
Production costs	-	(52,455	(52,455
Depreciation and depletion	-	(7,660	(7,660
Royalties	-	(5,765	(5,765
Income from mine operations	-	29,778	29,778
General and administrative expenses	(13,323	(1,002	(14,325
Exploration and evaluation expenditures	-	(2,649	(2,649
Share of net income related to joint venture	-	2,432	2,432
Service fee earned as opera tors of joint venture	976	-	976
Gain on derecognition of equity investment in joint venture	1,416	-	1,416
(Loss) income from operations and joint venture	(10,931	28,559	17,628
Transaction costs	(2,401	-	(2,401
Finance income	2,186	1,754	3,940
Finance expense	(2,183	(11,801	(13,984
Foreign exchange loss	(53	(1,058	(1,111
Net (loss) income and comprehensive (loss) income	(13,382	17,454	4,072

All values are in US Dollars.

For the six months ended June 30, 2023:

	Canada	West Africa	Total

Share of net income related to joint venture	-	20,314	20,314
Service fee earned as operators of joint venture	2,836	-	2,836
General and administrative expenses	(6,913	(85	(6,998
Exploration and evaluation expenditures	-	(1,885	(1,885
(Loss) income from operations and joint venture	(4,077	18,344	14,267
Finance income	1,381	4,768	6,149
Finance expense	(12	-	(12
Foreign exchange gain (loss)	52	(2	50
Net (loss) income and comprehensive (loss) income for the period	(2,656	23,110	20,454

All values are in US Dollars.

Galiano Gold Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three and six months ended June 30, 2024 and 2023

(Expressed in United States dollars)

TABLE OF CONTENTS

1. Second quarter 2024 highlights	3-4
2. Business overview	4-11
3. Guidance and outlook	12
4. Results of the Asanko Gold Mine	13-21
5. Results of the Company	22-24
6. Selected quarterly financial data	25
7. Liquidity and capital resources	26-29
8. Non-IFRS measures	29-34
9. Summary of outstanding share data	35
10. Related party transactions	35
11. Critical accounting policies and estimates	35-36
12. Risks and uncertainties	36-37
13. Internal control	37
14. Qualified Persons	38
15. Cautionary statements	38-41
GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
---

This Management's Discussion and Analysis ("MD&A") of Galiano Gold Inc. ("Galiano" or the "Company") has been prepared by management as of August 8, 2024 and should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three and six months ended June 30, 2024 and 2023, the audited consolidated annual financial statements and the notes thereto for the year ended December 31, 2023 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.

Galiano was incorporated on September 23, 1999, under the Business Corporations Act of British Columbia, Canada.

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.

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.

This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in sections "12. Risks and uncertainties" and "15. Cautionary statements" at the end of this MD&A.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

1. Second quarter ("Q2") 2024 highlights

1.1 Key Metrics of the Asanko Gold Mine ("AGM")

The Company completed the acquisition of Gold Fields Limited's ("Gold Fields") 45% interest in the AGM joint venture (the "Acquisition") on March 4, 2024 and as of that date, the operational and financial results of the AGM have been consolidated into the Company's results. To enable a comprehensive understanding of the operational performance at the mine asset level, year-to-date highlights for the AGM below are presented on a 100% basis for the entire six months ended June 30, 2024.

Safety: There were no lost-time injuries ("LTI"), nor total recordable injuries ("TRI"), recorded during the second quarter. The 12‐month rolling LTI and TRI frequency rates as of June 30, 2024 were 0.15 and 0.60 per million employee hours worked, respectively.
Reserve growth at Abore: Following successful 2023 and early 2024 infill drilling programs at Abore, a significant increase to the Abore Mineral Reserve estimate was completed effective June 30, 2024, which will provide mine life extension at the AGM. The Abore Probable Mineral Reserve estimate increased by 151,000 ounces (45%) to 485,000 ounces compared to the 2023 Technical Report (as defined herein).
Production performance: Gold production of 26,437 ounces during the second quarter and 56,823 ounces year-to-date. Gold production during the quarter was impacted by challenging ground conditions in the upper portion of the Abore pit and heavy seasonal rainfall in Ghana, which impacted fresh ore delivery to the mill such that a greater proportion of lower grade stockpiles were processed than originally planned. Lower throughput resulting from harder material processed also affected production levels.
Milling performance: Achieved mill throughput of 1.3 Mt of ore at a grade of 0.7 g/t during the second quarter, with metallurgical recovery averaging 82%. Mill throughput during the quarter was 9% lower than the first quarter of 2024 due to processing harder ore both mined from Abore and stockpiled material that was previously mined from Nkran. Engineering and early earthworks for the installation of a permanent secondary crusher continued during the quarter and is expected to be completed in the first half of 2025. This circuit upgrade will maintain plant throughout at 5.8 Mtpa when treating harder ore.
Cost performance: Total cash costs^1^ of $1,271 per gold ounce ("/oz") and all-in sustaining costs^1^ ("AISC") of $1,759/oz for the three months ended June 30, 2024. Year-to-date AISC^1^ of $1,777/oz.
Revised 2024 guidance: Due to the slower than expected ramp-up in mining, coupled with temporary lower mill throughput, the Company is revising full year production guidance from between 140,000 to 160,000 ounces to between 120,000 and 130,000 ounces. Operating costs are estimated to be in line with previous expectations, however AISC^1^ guidance per gold ounce sold for 2024 is being revised from between $1,600/oz to $1,750/oz to between $1,975/oz and $2,075/oz. This increase is due to lower expected gold production coupled with investments in additional stripping at Abore.
Cash flow generation: Generated positive cash flow from operations of $9.2 million, with Free Cash Flow^1^ negative at $4.5 million during the second quarter due to investments in waste stripping at the Abore deposit.
Financial performance: Gold revenue of $63.8 million generated from 27,830 gold ounces sold at an average realized price of $2,292/oz during the second quarter. Net income of $13.9 million and Adjusted EBITDA^1^ of $19.3 million during the second quarter.

1.2 Highlights of the Company

Robust liquidity: The Company ended the quarter with $123.0 million in cash and cash equivalents and no debt.
Earnings: Net income of $8.8 million or $0.03 per common share during the second quarter, which included the consolidation of the AGM's financial results for the three months ended June 30, 2024. Adjusted net income^1^ for the second quarter was $7.3 million or $0.03 per common share.
Senior management appointment: Appointed Michael Cardinaels as Executive Vice President and Chief Operating Officer ("COO"), effective September 3, 2024. Mr. Cardinaels brings over two decades of mining experience across various commodities, most recently with Perseus Mining Ltd. The appointment of Mr. Cardinaels is part of the Company's commitment to operational improvements and its overarching strategy to drive growth at the AGM.

^1^ See "8. Non-IFRS measures"

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

2. Business overview

Following the closing of the Acquisition on March 4, 2024, Galiano owns a 90% equity interest in the entity that holds the AGM mining licenses and gold exploration tenements located on the Asankrangwa Gold Belt in the Republic of Ghana ("Ghana"), West Africa. The AGM consists of four main open-pit deposits: Abore, Nkran, Esaase and Miradani North, multiple satellite deposits and a carbon-in-leach ("CIL") processing plant, with a current capacity of 5.8 Mt per annum.

In addition to its interest in the AGM, the Company owns various exploration licenses across the highly prospective and underexplored Asankrangwa Gold Belt.

Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration, accretive business acquisitions and disciplined deployment of its financial resources. The Company's shares are listed on the Toronto Stock Exchange and the NYSE American under the symbol "GAU".

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

2.1 Key business developments in 2024

a) Acquisition of Gold Fields' 45% interest in the AGM

The Company completed the Acquisition of Gold Fields' 45% interest in the AGM joint venture ("JV"), increasing Galiano's equity interest in the AGM to 90% on March 4, 2024.

Under the terms of the agreement, total consideration payable to Gold Fields comprised the following:

$65.0 million cash payment, equivalent to Gold Fields' effective interest in the cash balance at the JV;
the issuance of 28.5 million common shares of the Company, resulting in Gold Fields owning approximately 19.9% of the Company's issued and outstanding common shares;
$55.0 million of deferred consideration comprised of a:
- $25.0 million cash payment on or before December 31, 2025; and
- $30.0 million cash payment on or before December 31, 2026 (collectively "Deferred Consideration").

The Deferred Consideration is to be paid in cash subject to the Company's right to satisfy up to 20% of each payment with common shares, subject to Gold Fields not owning more than 19.9% of the Company's issued and outstanding common shares at that time; and

$30.0 million cash payment contingent upon production of 100,000 gold ounces from the Nkran deposit.

Gold Fields will also receive a 1% net smelter return royalty (the "Nkran Royalty") on production from the Nkran deposit beginning upon 100,000 gold ounces being produced, and subject to a maximum of 447,000 gold ounces of production. Galiano has a right of first refusal on any full or partial disposition of the Nkran Royalty by Gold Fields.

Galiano also entered into an amended investor rights agreement with Gold Fields, which includes a 12-month standstill period and other customary rights, including a pre-emptive right for Gold Fields to maintain its ownership interest as at closing of the Acquisition.

b) Increase to Abore Mineral Reserves and Resources

Following successful 2023 and early 2024 infill drilling programs at Abore, a significant increase to the Abore Mineral Resource estimate ("MRE") was completed effective March 31, 2024. This new estimate included assay results from an additional 119 exploration drill holes, totaling 27,039m, completed since the December 31, 2022 MRE, as described in the report titled "NI 43-101 Technical Report and Feasibility Study for the Asanko Gold Mine, Ashanti Region, Ghana" with an effective date of December 31, 2022 (the "2023 Technical Report"). The net impact of the additional drilling exceeded conversion of the Inferred Mineral Resources to Indicated Mineral Resources. The Abore Measured and Indicated Mineral Resources increased by 181,000 ounces (38%), as a result of improved grade (13%) and tonnage (22%) from 1.16 g/t to 1.31 g/t, and from 12.8 Mt to 15.6 Mt, respectively. Both estimates were based on an $1,800/oz gold price and an equivalent cut-off grade of 0.45 g/t gold.

Pursuant to the significant increase to Mineral Resources at Abore, the Probable Mineral Reserves have increased by 151,000 ounces (45%) to 485,000 ounces, effective June 30, 2024, when compared to the 2023 Technical Report. This increase in Mineral Reserves will extend mining activities at Abore through mid-2026.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Mineral Reserve Estimate as of June 30, 2024

	Proven			Probable			Proven + Probable
	Tonnes	Au Grade	Au Content	Tonnes	Au Grade	Au Content	Tonnes	Au Grade	Au Content
Deposit	(Mt)	(g/t)	(koz)	(Mt)	(g/t)	(koz)	(Mt)	(g/t)	(koz)
Nkran	-	-	-	9.9	1.82	582	9.9	1.82	582
Esaase	-	-	-	13.6	1.22	533	13.6	1.22	533
Miradani North	-	-	-	6.8	1.41	310	6.8	1.41	310
Abore	-	-	-	11.8	1.28	485	11.8	1.28	485
Dynamite Hill	-	-	-	1.1	1.31	45	1.1	1.31	45
Adubiaso	-	-	-	2.2	1.58	110	2.2	1.58	110
Stockpiles	1.6	0.70	36	-	-	-	1.6	0.70	36
Total	1.6	0.70	36	45.4	1.41	2,065	47.0	1.39	2,101

Notes:

Mineral Reserves for Stockpiles and the Abore deposit are reported assuming a gold price of US$1,650/oz, the Mineral Reserves for all other deposits are reported assuming a gold price of US$1,500/oz.
Mineral Reserves are defined within six different pit designs guided by pit shells derived from the optimization software, GEOVIA Whittle™ and Datamine Studio NPVS™.
Cut-off grades vary based on the deposit. Nkran is close to the mill and contains only fresh ore. The Mineral Reserves are reported at 0.40 g/t Au cut-off for the fresh ore in Nkran. For Esaase, Mineral Reserves are reported at cut-offs of 0.55 g/t Au for the oxide ore and 0.70 g/t Au for the remaining ore types. For all other open pits, the Mineral Reserves are reported at 0.5 g/t Au cut-off for all ore types.
Mining costs vary based on the pit, the rock type, and the depth of the pit. The base mining costs for Nkran, Esaase, Miradani North, Abore, Dynamite Hill and Adubiaso are $2.44/t, $1.98/t, $1.94/t, $2.00/t, $2.29/t and $2.06/t, respectively. There are additional expenditures for fixed contractor monthly fees, grade control, community fees, owner's mining overhead costs, and other small costs that vary with each deposit and are in addition to the $/t stated.
Processing cost for Abore ore is $11.09/t, for all other deposits and stockpiles it is $8.81/t for oxide ore, $10.39/t for transition ore and $10.66/t for fresh ore.
General and administration cost is $5.27/t for Abore, $6.69/t for Esaase and $6.19/t for all other pits.
Ore transportation cost varies for each pit based on the haul distance. It ranges between $0.61/t for Nkran and $6.15/t for Esaase.
Processing recovery is 94.0% for all ore types in all pits except for Esaase and Abore. Processing recovery for Abore and Stockpiles ore is calculated using a fixed tail of 0.10 g/t but capped to a maximum of 94%. Processing recovery varies based on the ore type and head grade in Esaase, where the average recovery for oxide, upper sandstone, cobra and central sandstone ore types are 90.1%, 73.8%, 71.3% and 76.4%, respectively.
Mining dilution varies between pits. The average mining dilution is calculated to be 11.9%, 14.4%, 6.0%, 6.9%, 11.6% and 15.3%, for Nkran, Esaase, Miradani North, Abore, Dynamite Hill and Adubiaso, respectively.
A 2% ore loss has been applied to the total reserve in each pit except for Abore, which has a 6.8% ore loss.
Figures are rounded to the appropriate level of precision for the reporting of Mineral Reserves. Due to rounding, some columns or rows may not compute as shown.
The overall strip ratio (the amount of waste mined for each tonne of ore) for AGM is 7.65 (W:O). The strip ratio for Nkran, Esaase, Miradani North, Abore, Dynamite Hill and Adubiaso is 13.5, 4.5, 5.6, 7.2, 9.8 and 8.2, respectively.
The Mineral Reserve is stated as diluted dry metric tonnes.
The Abore and Stockpiles Mineral Reserves are stated as of June 30, 2024 and all other deposits are stated with an effective date of December 31, 2022 and remain current.
Mr. Richard Miller, P.Eng., Vice President Technical Services for Galiano, is the Qualified Person responsible for the Abore and Stockpiles Mineral Reserves. Dr. Anoush Ebrahimi, P.Eng., Principal Consultant (Mining) SRK (Canada) Inc., is the Qualified Person responsible for all other stated Mineral Reserves.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

The Qualified Persons, Mr. Richard Miller and Dr. Anoush Ebrahimi, do not know of any legal, political, environmental, or other risks that could materially affect the potential development of the Mineral Reserves. Mr. Miller and Dr. Ebrahimi believe the risks regarding permitting and socio-economic factors to be low.
The increase to the Abore Mineral Reserve estimate is not considered a material change to Galiano.

These results, in addition to infill and step out drilling results at other deposits, will be used to update a consolidated AGM Mineral Reserve estimate and an optimized life of mine plan in the fourth quarter of 2024.

c) Abore pit development

On October 1, 2023, mining at the Abore deposit commenced, and since that time, mining operations have focused on waste stripping. During the second quarter, Ghana experienced higher than normal rainfall levels which resulted in regular flooding of the Abore pit floor and together with challenging ground conditions have resulted in lower than expected mining rates and impacted fresh ore delivery to the mill such that a greater proportion of lower grade stockpiles were processed than originally planned. During the second quarter, mining rates averaged approximately 87,000t per day. However, in line with the planned mobilization schedule, additional mining equipment has been mobilized to the AGM by the mining contractor and ground conditions have also improved, which along with drier weather conditions has resulted in a progressive increase to mining rates of 111,000t per day in July 2024. The lower mining rates experienced in the second quarter are expected to be temporary, however they did adversely impact ore production from the Abore pit during the second quarter.

The aforementioned increase to Abore’s Mineral Reserve estimate will extend the AGM’s mine life due to the significantly higher amount of ore tonnes to be mined from Abore. However, the resultant larger Abore pit design will require additional waste stripping before higher grade ore can be mined. Anticipating this increased pit size, the Company mined at higher than planned strip ratios in the second quarter. Additionally, lower grade ore is located in the higher elevations of the larger pit, which, along with the other factors noted above, has resulted in the downward revision to production guidance for 2024. The larger pit however generates more value over the life of mine, and by virtue that the volume of ore can fill the processing plant for an extended period, reduces the necessity to supplement mill feed with additional new deposits and hence reduces the establishment capital, operational complexity and risk of the operation.

d) Nkran mining contract

During the quarter, the Company issued a request for proposal ("RFP") for the tender of the Nkran Cut 3 mining services contract. The Company undertook a competitive process seeking bids from multiple reputable mining contractors in Ghana. Management is currently evaluating the RFPs received, following which an investment recommendation will be made to the Company's Board for approval. An investment decision on Nkran Cut 3 is expected in the second half of 2024.

e) Changes to the Board of Directors and Senior Management

Dr. Michael Price retired from the Board of Directors effective June 13, 2024. The Company would like to express its gratitude to Dr. Price for his many years of leadership and service to the Company and its shareholders. In place of Dr. Price, Mr. Navin Dyal and Dr. Moira Smith were appointed to the Board at the Company's Annual General Meeting held on June 13, 2024.

Mr. Navin Dyal is currently the Chief Financial Officer of Dundee Precious Metals Inc., and has over 20 years of finance and public company experience. Mr. Dyal is an accomplished senior executive with a track record of success in financial and strategic leadership, capital funding and mergers and acquisitions. Prior to Dundee Precious Metals, Mr. Dyal was the Senior Vice President and Chief Financial Officer at Teranga Gold Corporation for nine years prior to its acquisition by Endeavour Mining Corporation. He spent seven years with Barrick Gold Corporation in progressively senior finance positions and was an auditor with PricewaterhouseCoopers earlier in his career. Mr. Dyal is a Chartered Professional Accountant, Chartered Accountant and holds a Bachelor of Commerce from the University of Toronto.

Dr. Moira Smith, P. Geo., has over 30 years of expansive industry experience. Dr. Smith has held key positions from Vice President, Exploration and Geoscience with Liberty Gold, Chief Geologist, Nevada for Fronteer Gold and Senior Geologist and U.S. Exploration Manager with Teck. She has held board or executive positions with many industry associations and is a past President of the Society of Economic Geologists and recent winner of the Colin Spence award from the Association for Mineral Exploration of B.C. Dr. Smith received her Ph.D., Geology, from the University of Arizona and is a member in good standing with numerous professional organizations. Dr. Smith is also a director of Discovery Metals Corp.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Galiano has appointed Michael Cardinaels as Executive Vice President and Chief Operating Officer ("COO"), effective September 3, 2024. The appointment of Mr. Cardinaels as the new Executive Vice President and COO is part of the Company's commitment to operational improvements and its overarching strategy to drive growth at the AGM. Mr. Cardinaels brings over two decades of mining sector experience across various commodities, having held progressively senior operational roles throughout his career. Most recently, Mr. Cardinaels has been the General Manager of the Yaoure mine, after a successful five years at the Sissingue Mine, both with Perseus Mining Ltd. Mr. Cardinaels holds a Bachelor of Engineering (Mining) from the University of Queensland.

Additionally, in the second quarter, Todd Romaine, Executive Vice President, Sustainability, and Markus Felderer, Senior Vice President, Corporate Development left the Company. Following these departures, Krista Muhr was promoted to a newly defined role of Senior Vice President, External Affairs and Sustainability, which incorporates leadership of Sustainability into her existing role as head of Investor Relations, and Sean Gregersen was promoted to Vice President, Corporate Development. Sean is a mining engineer with more than 15 years' experience in the mining industry, with previous roles including Manager of Business Development at Eldorado Gold where he collaborated in the rapid growth of the mid-tier company through acquisition and development.

2.3 Financial and operating highlights

Below are the Company's highlights for the three and six months ended June 30, 2024 and 2023, including the operating results, cash flows and net assets of the AGM from March 4, 2024 onwards.

	Three months ended June 30,			Six months ended June 30,
(All amounts in 000's of US dollars, unless otherwise stated)	2024	2023		2024	2023
Galiano Gold Inc.
Revenue	63,963	-		95,658	-
Income from mine operations	25,132	-		29,778	-
Net income	8,831	11,961		4,072	20,454
Adjusted net income^1^	7,264	11,961		13,757	20,454
Adjusted EBITDA^1^	17,598	9,634		21,105	16,374
Cash and ca sh equivalents	123,039	55,503		123,039	55,503
Cash generated from (used in) operating a ctivities	4,463	(1,377	)	17,491	(1,920	)
GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
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The Company has also presented the following highlights for the AGM, which are on a 100% basis, for the three and six months ended June 30, 2024 and 2023, to enable a clear comparison to the financial and operating performance of the mine with the corresponding period in the prior quarter.

	Three months ended June 30,		Six months ended June 30,
(All amounts in 000's of US dollars, unless otherwise stated)	2024	2023	2024	2023
Asanko Gold Mine (100% basis)
Financial results
Revenue	63,963	64,066	129,565	129,259
Income from mine operations	23,071	24,406	46,567	49,063
Net income	13,945	24,378	28,402	44,992
Adjusted EBITDA^1^	19,279	25,541	40,792	48,404
Cash generated from operating activities	9,231	17,979	35,336	36,922
Free cash flow^1^	(4,509)	10,113	1,304	22,072
AISC margin ($ per gold ounce sold)^1^	533	570	389	577
Operating results
Gold produced (ounces)	26,437	33,673	56,823	66,351
Gold sold (ounces)	27,830	32,912	59,670	68,086
Average realized gold price ($/oz)	2,292	1,944	2,166	1,896
Total cash costs ($ per gold ounce sold)^1^	1,271	1,127	1,222	1,104
AISC ($ per gold ounce sold)^1^	1,759	1,374	1,777	1,319

2.4 Environmental, Social and Corporate Governance ("ESG")

Sustainability is at the core of the Company's business strategy. The Company believes that a comprehensive sustainability strategy is integral to meeting its strategic objectives in positively supporting relationships with its internal and external stakeholders, improve its risk management, reduce the AGM's cost of production and both directly and indirectly benefit the catchment communities that the Company operates in, beyond the life of the mine.

The Company implements its sustainability program with a focus on four key areas: (1) protecting human rights; (2) maintaining the occupational health and safety of employees and the local catchment communities; (3) advancing the socio-economic welfare and health of local catchment communities; and (4) managing environmental impacts of operations and exploration activities. For further details on the Company's sustainability program, refer to the Company's 2023 Sustainability Report (the "2023 Sustainability Report") published on July 9, 2024, which is available on the Company's website at www.galianogold.com. The disclosures and metrics of the 2023 Sustainability Report align with international reporting standards including the Global Reporting Initiative and the Metals and Mining Standards of the Sustainability Accounting Standards Board.

In May 2023, the Canadian Parliament passed Bill S-211, an act to enact the Fighting Against Forced Labour and Child Labour in Supply Chains Act and to amend the Customs Tariff. This requires Canadian companies to annually report on the due diligence steps they are taking to both identify and address labour risks in their supply chain. The Company submitted its report, and completed the mandatory online questionnaire to the Minister of Public Safety and Emergency Preparedness in advance of the May 31, 2024 deadline.

In June 2023, the International Sustainability Standards Board ("ISSB") released its inaugural IFRS Sustainability Disclosure Standards, specifically IFRS S1 "General Requirements for Disclosure of Sustainability-related Financial Information" and IFRS S2 "Climate-related Disclosures", the purpose of which is to standardize a single, global baseline of sustainability disclosures for capital markets. IFRS S1 provides a set of disclosure requirements designed to enable companies to communicate to investors about the sustainability-related risks and opportunities they face over the short, medium and long term. IFRS S2 sets out specific climate-related disclosures and is designed to be used in conjunction with IFRS S1. Both standards fully incorporate the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). IFRS S1 and IFRS S2 are effective for annual reporting periods beginning on or after January 1, 2024, with early adoption permitted.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Although the ISSB has issued IFRS S1 and IFRS S2, the standards are not currently mandated in Canada. The Canadian Securities Administrators are responsible for Canadian reporting issuer disclosure requirements. The Canadian Sustainability Standards Board ("CSSB") was formed to review the final ISSB standards and consider their suitability for adoption in Canada. In March 2024, the CSSB released proposals on its first two Canadian Sustainability Disclosure Standards ("CSDS") - Exposure Draft CSDS 1, General Requirements for Disclosure of Sustainability-related Financial Information, and Exposure Draft CSDS 2, Climate-related Disclosures. Exposure Drafts CSDS 1 and 2 are aligned with the global baseline disclosure standards IFRS S1 and IFRS S2, with the exception of a Canadian-specific effective date and transition relief to assist Canadian organizations with implementation. The CSSB has proposed an effective date for annual reporting periods beginning on or after January 1, 2025. However, Canada's regulators and legislators will determine whether CSDSs should be mandated, which organizations will need to apply the standards and over what time frame. The Canadian Securities Administrators have issued a statement noting that they will seek consultation on a revised climate-related disclosure rule following the finalization of CSDS 1 and 2.

The Company is currently evaluating how the CSDSs will impact its future disclosure obligations.

On March 6, 2024, the Securities and Exchange Commission ("SEC") issued a final rule that requires registrants to provide climate-related disclosures in their annual reports and registration statements. However, SEC reporting issuers filing on Form 40-F, like Galiano, are exempt from the SEC's ESG disclosure rule. On April 4, 2024, the SEC announced that it would pause the implementation of its climate-related disclosures pending a court review of the new rules following a series of legal challenges by several states and business groups.

2.5 Macroeconomic factors

Gold Price

The price of gold is the largest single 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 is affected by numerous macroeconomic factors that are beyond the Company's control. The price of gold may be impacted from time to time by currency exchange rate fluctuations and the relative strength of the U.S. dollar, the supply of and demand for gold, and macroeconomic factors such as the level of interest rates and inflation expectations. During Q2 2024, the price of gold fluctuated between a low of $2,265/oz in April and a high of $2,427/oz in May, with the average price for the second quarter of 2024 based on the London Bullion Market Association ("LBMA") PM benchmark of $2,338/oz, compared to the Q2 2023 average price of $1,975/oz. Gold prices during Q2 2024 were influenced by geopolitical risks, and volatility in interest rates and the U.S. dollar, among others.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

For the three months ended June 30, 2024, the AGM realized an average gold price of $2,292/oz under the Offtake Agreement (as defined herein) compared to the average LMBA PM benchmark of $2,338/oz. The LMBA PM spot gold price as of August 7, 2024 was approximately $2,400/oz.

Management continues to implement and evaluate opportunities to hedge its gold price risk, particularly in light of periods where forecast capital expenditures are estimated to be elevated relative to the life of mine average.

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 billion financing arrangement over a 3-year period (the "IMF Loan"). The first tranche of the IMF loan totaling $600 million was paid in May 2023 and a second tranche of $600 million was approved in January 2024 following a debt restructuring plan between Ghana and its creditors. In June 2024, the IMF board approved a third tranche totaling $360 million, bringing total disbursements under the three-year debt programme to $1.56 billion.

The fiscal climate in Ghana over recent years has not materially impacted the operations of the AGM, as much of the cost structure is tied to the US dollar, and the government remains supportive of the mining industry given its importance to maintaining foreign currency reserves.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

3. Guidance and outlook

3.1 2024 guidance for the AGM

Gold production during the second quarter was impacted by challenging ground conditions in the upper portion of the Abore pit and heavy seasonal rainfall in Ghana, which impacted fresh ore delivery to the mill such that a greater proportion of lower grade stockpiles were processed than originally planned. Lower throughput resulting from harder material processed also affected production levels. As a result, 2024 production guidance is being revised from between 140,000 to 160,000 ounces to between 120,000 to 130,000 ounces.

As a result of the lower gold production guidance, AISC^1^ guidance for 2024 is being revised from between $1,600/oz to $1,750/oz to between $1,975/oz and $2,075/oz. Operating costs are estimated to be in line with previous expectations, however AISC^1^ guidance has increased due to lower expected gold production coupled with investments in additional stripping at Abore. AISC^1^ are anticipated to be elevated in 2024 relative to the life of mine average primarily due to waste stripping to access consistent ore feed at Abore, which will benefit future years production.

Sustaining capital expenditure guidance for 2024 remains at approximately $10.0 million (excluding capitalized waste stripping at Abore).

Development capital expenditure for 2024 also remains unchanged at approximately $20.0 million and primarily relates to processing plant upgrades (additional CIL tanks, a secondary crusher and associated circuit upgrades) and site establishment costs.

The exploration expenditure in 2024 is also expected to be in line with previous years at $15.0 million. The spend is planned to be equally split between generative and near-mine exploration targets.

		Original guidance	Revised guidance	Actuals YTD	Actuals
	Unit	2024	2024	2024	2023
Gold production	oz	140,000 - 160,000	120,000 - 130,000	56,823	134,077
AISC^1^	$/oz	1,600 - 1,750	1,975 - 2,075	1,777	1,522
Sustaining capital (excluding waste stripping)	$000s	10,000	10,000	3,152	30,963
Development capital	$000s	20,000	20,000	5,595	6,703
Exploration	$000s	15,000	15,000	7,877	14,139

___________________________ ^1^See “8. Non-IFRS measures ”

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

4. Results of the AGM

All results of the AGM in this section are presented on a 100% basis for the three and six months ended June 30, 2024 and 2023. For the period from January 1, 2024 to March 3, 2024, the Company's attributable equity interest in the AGM was 45% and was 90% for the remainder of the year.

4.1 Operating performance

The following table and subsequent discussion provide a summary of the operating performance of the AGM (on a 100% basis) for the three and six months ended June 30, 2024 and 2023.

	Three months ended June 30,		Six months ended June 30,
Key mine performance data of the AGM (100% basis)	2024	2023	2024	2023
Mining
Ore tonnes mined (000 t)	467	-	732	-
Waste tonnes mined (000 t)	7,427	-	12,304	-
Total tonnes mined (000 t)	7,894	-	13,036	-
Strip ratio (waste:ore)	15.9	-	16.8	-
Average gold grade mined (g/t)	1.0	-	0.9	-
Mining cost ($/t mined)	2.98	-	3.10	-
Ore transportation
Ore tonnes trucked (000 t)	503	729	1,069	2,096
Ore transportation cost ($/t trucked)	5.71	5.88	6.28	5.64
Processing
Tonnes milled (000 t)	1,336	1,457	2,803	3,023
Average mill head grade (g/t)	0.7	0.8	0.8	0.9
Average recovery rate (%)	82%	85%	82%	79%
Processing cost ($/t milled)	11.18	11.01	10.85	10.37
G&A costs ($/t milled)	5.13	4.68	4.93	4.38
Gold produced (ounces)	26,437	33,673	56,823	66,351
Gold sold (ounces )	27,830	32,912	59,670	68,086
Costs
Total cash costs ($ per gold ounce)^1^	1,271	1,127	1,222	1,104
AISC ($ per gold ounce sold)^1^	1,759	1,374	1,777	1,319
AISC margin ($ per gold ounce sold)^1^	533	570	389	577

a) Health and safety

There were no LTIs nor TRIs reported during the quarter, and the rolling 12‐month LTI and TRI frequency rates were 0.15 and 0.60, respectively. The Company reports recordable LTI and TRI cases in accordance with the International Council on Mining and Metals' (ICMM) Mining Principles.

b) Mining

During the quarter, waste stripping activities at Abore continued with 7.4 Mt of waste rock mined at a strip ratio of 15.9:1. Mining cost per tonne for the quarter amounted to $2.98 per tonne ("/t"). The strip ratio is expected to remain elevated for the remainder of 2024 due to an increase in the Abore pit shell resulting from a larger mineral reserve as described in sections 2.1.b and 2.1.c.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Ore tonnes mined from the Abore deposit totalled 0.5 Mt at an average mined grade of 1.0 g/t. Ore mining rates at Abore were impacted during the quarter by heavy seasonal rainfall, which regularly flooded the pit floor and impacted mining equipment productivity rates. Additionally, the Abore deposit was previously mined in oxides and partially backfilled by a former owner. The Main North Pit has now advanced to the bottom depth of that previous mining. There were some contact losses and slow mining rates through the backfilled portions in Q2 2024, however fresh granite ore has now been exposed.

Additional mining equipment has been mobilized to the AGM by the mining contractor and ground conditions have since improved. The lower mining rates experienced in Q2 2024 are expected to be temporary. During the second quarter, mining rates averaged 87,000t per day. Subsequent to the mobilization of additional mining equipment, mining rates progressed to 111,000t per day in July 2024.

c) Ore transportation

Ore transportation reflects ore transported from deposits located greater than 5km from the processing plant, currently only 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, 0.5 Mt of ore was trucked from Abore to the processing plant, lower than the 0.7 Mt from Esaase in Q2 2023. Stockpiled ore near the processing plant, supplemented mill feed during the quarter, resulting in proportionately fewer tonnes being trucked from Esaase. Total ore transportation costs in Q2 2024 were $5.71/t and were lower than the comparative period due to no tonnes being transported from Esaase in Q2 2024, which is a greater distance from the processing plant than Abore.

d) Processing

The AGM produced 26,437 ounces of gold during Q2 2024, as the processing plant achieved milling throughput of 1.3 Mt of ore at a grade of 0.7 g/t with metallurgical recovery averaging 82%. Gold production during the second quarter was impacted by challenging ground conditions in the upper portion of the Abore pit and heavy seasonal rainfall in Ghana, which impacted fresh ore delivery to the mill such that a greater proportion of lower grade stockpiles were processed than originally planned. Milling rates during the second quarter were also impacted by stockpiles of harder Nkran ore, which required additional crushing and grinding. The AGM’s milling circuit includes mobile crushers which are not as efficient in processing the harder rock and as such mill throughput rates were lower than anticipated. Early ore delivered from Abore was also harder than stockpiles that have been processed in the past two years; therefore, to support the circuit, the Company is in the process of installing a permanent secondary crushing circuit. This is expected to be completed during the first half of 2025, which is anticipated to maintain plant throughput when treating harder ore at design capacity once complete. Mill feed grades during Q2 2024 were lower than mined grades from Abore due to the blending of existing stockpiled ore with run of mine ore.

The nature of stockpiled ore can result in highly variably grades and metallurgical recoveries; therefore, the current quarter performance may not be indicative of future performance.

Processing cost per tonne for Q2 2024 was $11.18, a 2% increase from Q2 2023, while on an absolute basis processing costs were $1.1 million lower quarter-on-quarter. The decrease in processing costs in Q2 2024 was largely driven by lower reagent costs.

The feed blend over the balance of the year will incorporate ore mined from Abore and blended with existing stockpile balances.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

e) Total cash costs and AISC

For the three and six months ended June 30, 2024, total cash costs^1^ were $1,271/oz and $1,222/oz, respectively, compared to the three and six months ended June 30, 2023 of $1,127/oz and $1,104/oz, respectively. The increase in total cash costs^1^ was primarily driven by lower gold sales volumes, which decreased by 15% in Q2 2024 and had the effect of increasing fixed costs on a per ounce basis. Additionally, operational waste stripping costs at Abore contributed to the higher total cash costs^1^ in Q2 2024. During Q1 2024, all Abore stripping costs were capitalized during the pre-stripping phase. Also, during Q2 2023, a higher portion of low grade stockpiled ore was processed that had no accounting book value, and as such had no mining cost attributed to it, which resulted in lower total cash costs^1^ in the comparative quarter.

Relative to Q1 2024, total cash costs^1^ were higher in Q2 2024, increasing by 8% from $1,180/oz to $1,271/oz. Total cash costs per ounce^1^ were higher in Q2 2024 primarily due to 13% fewer gold ounces sold.

For the three and six months ended June 30, 2024, AlSC^1^for the AGM amounted to $1,759/oz and $1,777/oz, respectively compared to $1,374/oz and $1,319/oz in the comparative periods of 2023. The increase in AlSC^1^from Q2 2023 to Q2 2024 was predominantly due to the increase in total cash costs per ounce^1^ described above, 15% fewer gold ounces sold and capitalized stripping costs at Abore in Q2 2024. Additionally, lease payments to a mining contractor were $146/oz higher in Q2 2024.

Relative to Q1 2024, AlSC^1^ decreased by 2% from $1,793/oz to $1,759/oz. The decrease in AISC^1^ was primarily due to lower sustaining capital expenditures ($225/oz decrease), partly offset by 13% fewer gold ounces sold.

For the three and six months ended June 30, 2024, the AGM incurred non-sustaining capital and exploration expenditures of $6.4 million and $13.5 million, respectively, compared to $3.5 million and $7.9 million during the comparative periods in 2023, respectively. Non-sustaining capital expenditures and exploration expenditures during Q2 2024 related primarily to Abore site preparations, processing plant enhancements (fabrication of two new CIL tanks and secondary crusher design), Abore and Midras South Mineral Resource conversion drilling, Adubiaso confirmation drilling and work performed on various greenfield exploration targets.

4.2 Exploration update

The Company holds a district-scale land package of 476km^2^ on the highly prospective and underexplored Asankrangwa Gold Belt. The following exploration programs were undertaken at the AGM during the six months ended June 30, 2024 to evaluate the current and potential expanded mineralization of several deposits to improve the Mineral Resource estimate and to assess the broader potential of these deposits. Additionally, work was undertaken to identify new growth targets across the wider regional AGM tenements.

Abore - following the discovery of the high-grade south zone during the 2023 infill drilling campaign and the aforementioned Abore Mineral Resource increase of 181,000 ounces, or 38%, announced by the Company on April 16, 2024, a subsequent follow up drilling campaign was completed to test for continuation of mineralization below the current Abore Mineral Resource pit shell.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

The program consisted of eight holes totaling 2,203m, with five of these holes placed in the southern zone: four to test below the southern high-grade zone and one to test for southern extensions of shallow mineralization outside the current Abore Mineral Resource pit shell.

This drilling successfully demonstrated that mineralization remains robust at least 30m below the current known Abore mineralization and remains open at depth.

Adubiaso - The Adubiaso deposit is located approximately 4km north of the AGM processing plant with Mineral Reserves of 2.2Mt at 1.58 g/t gold totaling 110,000 ounces. An infill drill program designed to increase confidence in the Mineral Reserve was completed on schedule during the second quarter with a total of 1,953m drilled. In addition to the deposit infill drilling, 2,264m of sterilization drilling was also completed ahead of mine planning for potential future mining at Adubiaso.
Midras South - the Midras South deposit lies approximately 5km south of the AGM processing plant along the Takorase - Afraso shear zone. Following a phase 1 infill drilling program completed in 2023, a second phase of infill drilling was completed on schedule during the second quarter with 7,629m drilled. The objective was to continue upgrading the primary mineralized zones to the Indicated Mineral Resource category to advance the deposit towards a potential maiden Mineral Reserve estimate by the end of 2024.
Gyagyatreso - the Gyagyatreso prospect is located approximately 4km northwest of the AGM processing plant. Following the success of the 2023 drilling program, a follow up exploration program is currently underway. Ground mapping, prospecting and magnetics survey were completed ahead of the current second phase of drilling designed to test for along-strike continuations of mineralization identified in the 2023 campaign. Drilling continued through the second quarter and focused primarily on the northern strike extensions of known mineralization. As of June 30, 2024, a total 4,551m of a planned 7,900m have been completed. Only partial assay results for the completed drilling have been received to date and interpretation of the northern zone is ongoing. Drilling has now moved to test the southern strike extensions of the mineralization identified in 2023. Primary targets in this zone consist of historic gold in soil anomalies coincident with topographic highs within the interpreted shear corridor that hosts Gyagyatreso mineralization. Drilling is expected to be completed by the end of Q3 2024.
Akoma (formerly Target 3) - the Akoma prospect is located along the fertile Fromenda shear zone approximately 5km from the AGM processing plant. Prospecting and ground mapping in 2023 identified zones of gold bearing quartz veining and shear zones at surface, and within small artisanal mining pits. A first pass drill program consisting of 4,590m designed to test for shallow mineralization within the prospect area was completed during the second quarter. Initial results are encouraging with mineralization identified in all target areas. Mineralization is hosted in quartz shear veins and is open to the north and at depth. A follow-up ground magnetics survey is planned for Q3 2024 to assist in planning a potential phase two drilling campaign.
Sky Gold B - **** the Sky Gold B prospect is located approximately 9km northwest of the Esaase deposit in an area that may be underlain by lithologies and structural settings similar to those that host the known Asankrangwa gold belt deposits. A soil survey conducted in 2023 identified a gold in soil anomalous trend (approximately 5km long) that is a priority for follow-up exploration. Final planning for an initial drilling campaign is complete, drill rigs have been secured and crop surveying and compensation is underway. Drilling is expected to commence in the third quarter of 2024.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

In addition to the drill programs above, the Company also initiated geophysical surveys and conducted mapping and prospecting on several regional greenfield targets across the AGM's tenements with an objective of identifying new potential drill targets.

4.3 Financial results of the AGM

The following table presents excerpts of the financial results of the AGM on a 100% basis for the three and six months ended June 30, 2024 and 2023, excluding purchase price adjustments which are required under IFRS, so performance can be compared with the comparative period in the prior quarter.

Galiano consolidated the financial results of the AGM commencing on March 4, 2024, such that the results for the period from March 4, 2024 to June 30, 2024 have been consolidated into the Income Statement of the Company. The Company reflected the financial results of the AGM for the period from January 1, 2024 to March 3, 2024 through its share of the net income of the JV (using the equity accounting method).

Three months ended June 30, 2024 and 2023

	Three months ended June 30,
	2024	2023
(in thousands of US dollars)
Revenue	63,963	64,066
Cost of sales :
Production costs	(31,688	(33,319
Depreciation and depletion	(5,344	(2,626
Royalties	(3,860	(3,715
Income from mine operations	23,071	24,406
Exploration and evaluation expenditures	(2,023	(1,339
General and administrative expenses	(757	(719
Income from operations	20,291	22,348
Finance expense	(6,878	289
Finance income	1,311	1,058
Foreign exchange (loss) gain	(779	683
Net income for the period	13,945	24,378
Galiano share of net income related to JV	-	11,007
Average realized price per gold ounce sold ($/oz)	2,292	1,944
Average London PM fix ($/oz)	2,338	1,975
Gold sold (ounces)	27,830	32,912

All values are in US Dollars.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Six months ended June 30, 2024 and 2023

	Post-acquisition
	Period from March 4
	to June 30,	Six months ended June 30,
	2024	2024	2023
(in thousands of US dollars)
Revenue	95,658	129,565	129,259
Cost of sales :
Production costs 2	(44,624	(65,434	(68,261
Depreciation and depletion2	(7,302	(9,765	(4,955
Royalties	(5,765	(7,799	(6,980
Income from mine operations	37,967	46,567	49,063
Exploration and evaluation expendi tures	(2,610	(4,811	(3,109
General and administrative expenses	(1,004	(1,490	(1,445
Income from operations	34,353	40,266	44,509
Transaction costs	-	(1,180	-
Finance expense	(11,802	(12,063	(945
Finance income	1,599	2,583	1,997
Foreign exchange (loss) gain	(1,054	(1,204	(569
Net income for the period	23,096	28,402	44,992
Galiano share of net income rel ated to JV	-	2,432	20,314
Average real ized pri ce per gold ounce s old (/oz)		2,166	1,896
Average London PM fix (/oz)		2,203	1,931
Gold sold (ounces)		59,670	68,086

All values are in US Dollars.

^2^ The financial results for the AGM presented above do not include purchase price allocation accounting adjustments. Specifically, production costs and depreciation expense exclude the realization of purchase price adjustments on gold-in-process and gold on hand inventories totaling $7.8 million and $0.9 million, respectively, for the six months ended June 30, 2024.

a) Revenue

During Q2 2024, the AGM sold 27,830 ounces of gold at an average realized gold price of $2,292/oz for total revenue of $64.0 million (including $0.2 million of by-product silver revenue). During Q2 2023, the AGM sold 32,912 ounces of gold at an average realized gold price of $1,944/oz for total revenue of $64.1 million (including $0.1 million of by-product silver revenue). Revenue was flat quarter-on-quarter as an 18% increase in realized gold prices relative to Q2 2023 was largely offset by a 15% reduction in sales volumes.

During the six months ended June 30, 2024, the AGM sold 59,670 ounces of gold at an average realized gold price of $2,166/oz for total revenue of $129.6 million (including $0.3 million of by-product silver revenue). During the comparative period of 2023, the AGM sold 68,086 ounces of gold at an average realized gold price of $1,896/oz for total revenue of $129.3 million (including $0.2 million of by‐product silver revenue). Revenue was flat period-on-period as a 14% increase in realized gold prices relative to 2023 was largely offset by a 12% reduction in sales volumes.

The AGM continues to sell all the gold it produces to a special purpose vehicle of RK Mine Finance Master Fund I Limited ("Red Kite") under an offtake agreement (the "Offtake Agreement"). The terms of the Offtake Agreement require the AGM to sell 100% of its gold production up to a maximum of 2.2 million ounces to Red Kite. As of June 30, 2024, 1,660,938 gold ounces have been delivered to Red Kite under the Offtake Agreement.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

b) Production costs

During the three and six months ended June 30, 2024, the AGM incurred production costs of $31.7 million and $65.4 million, respectively, compared to $33.3 million and $68.3 million in the comparative periods of 2023, respectively. Production costs were lower during the three and six months ended June 30, 2024 due to fewer gold ounces sold, partly offset by operational waste stripping costs at the Abore deposit in 2024.

c) Depreciation and depletion

During the three and six months ended June 30, 2024, depreciation and depletion expense on mineral properties, plant and equipment ("MPP&E") was $5.3 million and $9.8 million, respectively, compared to $2.6 million and $5.0 million in the comparative periods of 2023, respectively. Depreciation and depletion expense was higher during the three and six months ended June 30, 2024 due to depreciation recorded on right-of-use lease assets associated with mining services and ore transportation contracts, as well as depletion of Abore mine development costs.

d) Royalties

The Ghanaian government charges a 5% royalty on revenues earned through sales of minerals from the AGM's concessions. The AGM's Akwasiso mining concession is also subject to a further 2% net smelter return royalty payable to the previous owner of the mineral tenement, and the Esaase concession is subject to a 0.5% net smelter return royalty payable to the Bonte Liquidation Committee. The Akwasiso and Esaase royalties are presented in production costs. Furthermore, the Nkran deposit is subject to an additional 1% royalty, on a portion of production, related to the Acquisition described in section 2.1.a.

The Government of Ghana also imposes a short-term special levy, the Growth and Sustainability Levy ("GSL"), on all companies operating in Ghana which became effective on May 1, 2023. The purpose of the GSL is to support growth and fiscal sustainability of the Ghanaian economy. For mining companies in Ghana, the GSL is levied at a rate of 1% of gold revenues for the fiscal years 2023 to 2025. This is presented as a royalty expense in the Statement of Operations.

Royalties expense was higher during the three and six months ended June 30, 2024 due to the introduction of the GSL in May 2023.

e) Exploration and evaluation ("E&E") expenditures

During the three and six months ended June 30, 2024, the AGM recorded E&E expenses of $2.0 million and $4.8 million, respectively, (see 4.2 "Exploration update") compared to $1.3 million and $3.1 million of E&E expenses in the comparative periods of 2023, respectively. E&E expenses during the three and six months ended June 30, 2024 were higher due to the Company's focus on advancing greenfield exploration targets, specifically the Akoma and Gyagyatreso prospects.

f) Finance expense

Finance expense for the three and six months ended June 30, 2024, was $6.9 million and $12.1 million, respectively, compared to a credit of $0.3 million and an expense of $0.9 million during the comparative periods of 2023, respectively. Finance expense was higher in Q2 2024 due to a $1.5 million unrealized loss on the AGM's zero cost gold collar ("ZCCs") hedges relating to future periods, a $2.9 million realized loss on settled Q2 2024 ZCCs hedges, and $1.4 million of higher interest expense on capitalized leases.

For the six months ended June 30, 2024, finance expense was higher due to a $4.8 million unrealized loss on ZCCs hedges, a $3.1 million realized loss on settled 2024 ZCCs hedges, and $2.4 million of higher interest expense on capitalized leases.

g) Legal provision

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 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 million plus interest for services rendered. The AGM, consistent with the arbitration ruling, maintains the view that there was no breach of contract and all contractual amounts were paid as due. The AGM therefore is undertaking an appeals process in the Court of Appeal in Ghana. A provision of $7.0 million has been recorded as of June 30, 2024 as management's best estimate to settle the claim (December 31, 2023 - $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.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

4.4 Cash flows of the AGM

The following table provides a summary of cash flows for the AGM on a 100% basis for the three and six months ended June 30, 2024 and 2023. Galiano consolidated the cash flows from the AGM commencing on March 4, 2024.

Three months ended June 30, 2024 and 2023

			Three months ended June 30,
			2024	2023
(in thousands of US dollars)
Cash provided by (used in):
Operating activities			9,231	17,979
Investing activities			(11,108	(7,750
Financing activities			(2,632	(168
Six months ended June 30, 2024 and 2023
	Pre-acquisition	Post-acquisition
	Period from January	Period from March 4
	1 to March 3,	to June 30,	Six months ended June 30,
	2024	2024	2024	2023
(in thousands of US dollars)
Cash provided by (used in):
Operating activities	11,115	24,221	35,336	36,922
Investing activities	(11,128	(17,983	(29,111	(14,359
Financing activities	(1,020	(3,901	(4,921	(596

All values are in US Dollars.

a) Cash flows from operating activities

The decrease in operating cash flows during the three months ended June 30, 2024 was driven by a $9.4 million increase in working capital tie-up.

Operating cash flows during the six months ended June 30, 2024 were comparable to the comparative period in 2023 as higher realized gold prices were largely offset by fewer gold ounces sold.

b) Cash used in investing activities

During Q2 2024, the AGM invested $12.4 million in additions to MPP&E and earned $1.3 million of interest on cash balances, compared to $8.8 million and $1.1 million in Q2 2023, respectively. Total cash expenditure on MPP&E during the quarter included $7.5 million of waste stripping costs at the Abore deposit, and development and exploration capital expenditures of $4.3 million primarily related to Abore site preparations, fabrication of two new CIL tanks, Adubiaso confirmation drilling and Mineral Resource conversion drilling at Abore.

The increase in cash flows invested in MPP&E in Q2 2024 related primarily to waste stripping activities at the Abore deposit, which will benefit future years production, while Q2 2023 included higher capital costs related to raising the height of the tailings storage facility ("TSF").

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

During the six months ended June 30, 2024, the AGM invested $31.7 million in additions to MPP&E and earned $2.6 million of interest on cash balances, compared to $16.4 million and $2.0 million in the comparative period of 2023, respectively. Total cash expenditure on MPP&E during the current period included $19.9 million of waste stripping costs at the Abore deposit and $3.2 million of sustaining capital related primarily to raising the height of the TSF. Development and exploration capital expenditures were $8.6 million primarily related to Abore site preparations, fabrication of two new CIL tanks, Adubiaso confirmation drilling and Mineral Resource conversion drilling at Abore.

The increase in cash flows invested in MPP&E in 2024 related primarily to waste stripping activities at the Abore deposit, while 2023 included higher capital costs related to raising the height of the TSF.

c) Cash used in financing activities

For the three and six months ended June 30, 2024, cash used in financing activities related to capitalized lease payments on the AGM's mining and other service contracts.

The increase in cash used in financing activities during the three and six months ended June 30, 2024 was due to higher mining contractor lease payments.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

5. Consolidated results of the Company

5.1 Financial performance

The following table is a summary of the Consolidated Statements of Operations and Comprehensive Income (Loss) of the Company for the three and six months ended June 30, 2024 and 2023. The financial results of the AGM have been consolidated by the Company commencing on March 4, 2024.

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
(in thousands of US dollars, except per share amounts)
Revenue	63,963	-	95,658	-
Cost of sales :
Production costs	(30,293	-	(52,455	-
Depreciation and depletion	(4,678	-	(7,660	-
Royalties	(3,860	-	(5,765	-
Total cost of sales	(38,831	-	(65,880	-
Income from mine operations	25,132	-	29,778	-
General and administrative expenses	(6,632	(3,148	(14,325	(6,998
Exploration and evaluation expenditures	(2,040	(472	(2,649	(1,885
Share of net income related to joint venture	-	11,007	2,432	20,314
Service fee earned as operators of joint venture	-	1,418	976	2,836
Gain on derecognition of equity investment in joint venture	118	-	1,416	-
Income from operations and joint venture	16,578	8,805	17,628	14,267
Transaction costs	(102	-	(2,401	-
Finance income	1,434	3,133	3,940	6,149
Finance expense	(8,259	(6	(13,984	(12
Foreign exchange (loss) gain	(820	29	(1,111	50
Net income and comprehensive income for the period	8,831	11,961	4,072	20,454
Net income attributable to:
Common shareholders of the Company	8,831	11,961	4,072	20,454
Non-controlling interest	-	-	-	-
Net income for the period	8,831	11,961	4,072	20,454
Weighted average number of shares outstanding:
Basic	254,974,179	224,943,453	244,242,466	224,943,453
Diluted	261,481,062	225,292,468	249,286,037	224,968,681
Net income per share attributable to common shareholders:
Basic	0.03	0.05	0.02	0.09
Diluted	0.03	0.05	0.02	0.09

All values are in US Dollars.

a) Revenue, production costs, depreciation and depletion, and royalties

Following the closing of the Acquisition, the Company began consolidating the financial results of the AGM commencing on March 4, 2024. As revenue, production costs, depreciation and depletion expense and royalties expense for the three and six months ended June 30, 2024 relate to the financial results of the AGM, refer to section 4.3 for discussion of the AGM's financial results for the periods presented.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

For the period from March 4, 2024 to June 30, 2024, revenue related to 42,743 gold ounces sold at an average realized gold price of $2,234/oz. Additionally, production costs included the realization of purchase price adjustments on gold-in-process and gold on hand inventories totaling $7.8 million, which increased production costs by that amount.

b) G&A expenses

G&A expenses for the three and six months ended June 30, 2024 and 2023 comprised the following:

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
(in thousands of US dollars)
Wages, benefits and consulting	(2,266	(1,453	(3,911	(2,944
Office, rent and administration	(542	(316	(841	(630
Professional and legal	(334	(156	(649	(309
Share-based compensation	(2,996	(893	(8,124	(2,490
Travel, marketing, investor relations and regulatory	(460	(294	(732	(553
Depreciation	(34	(36	(68	(72
Total G&A expense	(6,632	(3,148	(14,325	(6,998

All values are in US Dollars.

G&A expenses in Q2 2024 were $3.5 million higher than Q2 2023 primarily due to a $2.1 million 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 Company's share price, as well as vesting of outstanding awards. The Company also consolidated the financial results of the AGM for the three months ended June 30, 2024, which resulted in a $0.8 million increase to G&A expense relative to the prior quarter. Additionally, wages and benefits expense were higher in Q2 2024 due to severance payments made to former employees.

For the six months ended June 30, 2024, G&A expenses were $7.3 million higher than the comparative period due to a $5.6 million 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 Company's share price, as well as vesting of outstanding awards. G&A expenses were also impacted by the consolidation of the AGM's financial results for the period March 4, 2024 to June 30, 2024 and severance paid to former employees.

c) E&E expenditures

Refer to section 4.3.e for a discussion on the AGM's E&E expenditures for the three and six months ended June 30, 2024. The increase in E&E expenses in 2024 was due to the consolidation of the AGM's financial results commencing on March 4, 2024.

d) Share of net income related to the AGM JV

For the six months ended June 30, 2024, the Company recognized its 45% interest in the JV's net earnings which amounted to nil and $2.4 million for the period prior to closing of the Acquisition (three and six months ended June 30, 2023 - $11.0 million and $20.3 million, respectively). The reduction in the Company's share of the JV's net earnings in 2024 was due to applying the equity method of accounting for its investment in the JV for only the pre-acquisition period of approximately two months in 2024.

e) Service fee earned as operators of the AGM JV

For the six months ended June 30, 2024, the Company earned a gross service fee of $1.2 million for being the manager and operator of the JV, less withholding taxes payable in Ghana of $0.2 million (three and six months ended June 30, 2023 - a gross service fee of $1.7 million less withholding taxes of $0.3 million, and a gross service fee of $3.5 million less withholding taxes of $0.7 million, respectively). The decrease in the gross service fee during 2024 was due to the Company acquiring Gold Fields' 45% interest in the JV effective March 4, 2024, after which it was not recognized.

f) Gain on derecognition of equity investment

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

g) Transaction costs

During the three and six months ended June 30, 2024, the Company recognized $0.1 million and $2.4 million, respectively, of costs related to closing the Acquisition. Transaction costs included advisory, regulatory, legal and other support fees.

h) Finance income

Finance income includes changes in the fair value of the Company's previously recognized preferred share investment in the JV and interest earned on cash and cash equivalents. For the six months ended June 30, 2024, the Company recognized a $1.7 million upward fair value adjustment on the preferred shares (three and six months ended June 30, 2023 - $2.4 million and $4.8 million upward fair value adjustment, respectively). The upward fair value adjustment on preferred shares in 2024 related to an earlier time period of expected cash distributions.

Relative to the comparative period in 2023, interest earned on cash and cash equivalents was $0.7 million and $0.9 million higher during the three and six months ended June 30, 2024, respectively, due to consolidating the financial results of the AGM from March 4, 2024.

i) Finance expense

Finance expense for the three and six months ended June 30, 2024 included accretion expense on reclamation provisions, interest expense on capitalized leases, changes in fair value of the Acquisition contingent consideration, realized losses on ZCC gold hedges and unrealized losses on ZCC gold hedges which have not yet expired. The increase in finance expense relative to the comparative periods in 2023 was due to consolidating the financial results of the AGM from March 4, 2024.

For the six months ended June 30, 2024, the Company recognized a $5.6 million unrealized loss on ZCCs hedges that have not yet expired, and a $3.1 million realized loss on settled 2024 ZCCs hedges.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

6. Selected quarterly financial data

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.

		2024			2023								2022
		Q2		Q1	Q4		Q3		Q2		Q1		Q4		Q3

Revenue		63,963		31,695	-		-		-		-		-		-
Cost of sales		(38,831		(27,049	-		-		-		-		-		-
Income from mine operations		25,132		4,646	-		-		-		-		-		-
General and administrative expenses		(6,632		(7,693	(5,419		(2,869		(3,148		(3,850		(2,854		(3,490
Exploration and evaluation expenditures		(2,040		(609	(43		(81		(472		(1,413		(938		(281
Share of net income related to joint venture		-		2,432	1,728		9,628		11,007		9,307		46,517		-
Service fee earned as operators of joint venture		-		976	1,463		1,448		1,418		1,418		1,418		1,381
Gain on derecognition of equity investment in joint venture		118		1,298	-		-		-		-		-		-
Income (loss) from operations and joint venture		16,578		1,050	(2,271		8,126		8,805		5,462		44,143		(2,390
Impairment reversal on investment in joint venture		-		-	-		-		-		-		7,631		-
Impairment of exploration and evaluation assets		-		-	-		-		-		-		(1,628		-
Transaction costs		(102		(2,299	(378		-		-		-		-		-
Other (expense) income		(7,645		(3,510	(3,109		3,263		3,156		3,031		(21,646		3,670
Net income (loss) for the period		8,831		(4,759	(5,758		11,389		11,961		8,493		28,500		1,280
Basic and diluted income (loss) per share attributable to	$	0.03		(0.02	(0.03	$	0.05	$	0.05	$	0.04	$	0.13	$	0.01
common shareholders
Adjusted net income (loss) for the period^1^		7,264		6,493	(5,758		11,389		11,961		8,493		(6,010		1,280
Adjusted basic and diluted income (loss) per share ^1^	$	0.03	$	0.03	(0.03	$	0.05	$	0.05	$	0.04		(0.03	$	0.01
EBITDA^1^		20,368		1,476	(2,554		8,161		8,870		5,519		50,205		(2,378

All values are in US Dollars.

In Q3 2022, the Company did not recognize its share of the JV's net earnings as the recoverable amount of the Company's equity investment in the JV was estimated to be nil. Other income for Q3 2022 includes a $3.4 million positive fair value adjustment on the Company's preferred shares in the JV largely driven by strong operating performance resulting in improved working capital of the AGM.

During Q4 2022, as a result of the JV's reinstatement of Mineral Reserves in the 2023 Technical Report, the Company recommenced the recognition of its share of the JV's net earnings and also recognized a $7.6 million impairment reversal on its equity investment in the JV, leading to a significant increase in net income over the prior quarters. Other expense in Q4 2022 includes a $22.2 million negative fair value adjustment on the Company's preferred shares in the JV resulting from a change in the timing of expected cash distributions and applying a higher discount rate to forecast preferred share redemptions primarily due to a Ghana country risk premium applied resulting from the economic conditions in the country at that time. Additionally, the Company also recognized a $1.6 million impairment on its wholly owned Mali exploration assets in Q4 2022.

During Q1 2023 to Q3 2023, improvements in net income and EBITDA^1^ over prior periods are reflective of the JV's underlying performance and rising gold price environment. The reduction in net earnings during Q4 2023 was primarily due to a $3.9 million downward fair value adjustment on the Company's preferred shares in the JV resulting from a change in forecast timing of distributions and higher G&A expense due to higher share-based compensation expense.

During Q1 2024, upon closing of the Acquisition, the Company commenced consolidating the financial results of the AGM from March 4, 2024. In connection with the Acquisition, the Company incurred $2.3 million of acquisition-related costs in Q1 2024. Additionally, Q1 2024 includes a gain on derecognition of the Company's previous equity investment in the AGM JV in the amount of $1.3 million.

During Q2 2024, income from mine operations was higher due to consolidating a full quarter of the AGM's financial results. Other expense includes unrealized and realized losses on the AGM's ZCC hedges as described in section 5.1.i.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

7. Liquidity and capital resources

A key financial objective of the Company is to actively manage its cash balance and liquidity in order to achieve the Company's strategic vision. The Company aims to achieve positive cash flows from operations to internally fund operating, capital and project development requirements. A summary of the Company's net assets and key financial ratios related to liquidity are presented in the table below.

	June 30, 2024	December 31, 2023
(in thousands of US dollars, except outstanding shares and options)	$	$
Cash and cash equivalents	123,039	55,270
Other current assets	58,696	1,824
Non-current assets	297,296	156,208
Total assets	479,031	213,302
Current liabilities	78,810	11,988
Non-current liabilities	159,623	396
Total liabilities	238,433	12,384
Common shareholders' equity	240,598	200,918
Non-controlling interest	-	-
Total equity	240,598	200,918
Working capital	102,925	45,106
Total common shares outstanding	256,736,780	224,972,786
Total stock options outstanding	11,384,005	12,575,335
Key financial ratios
Current ratio^1^	2.31	4.76
Total liabilities to common shareholders' equity	0.99	0.06

^1^ Non-IFRS measure. The current ratio is calcula ted a s Total Assets divided by Total Liabilities as reported in the Company's financial statements for the periods presented.

The Company was in a strong net asset position at both June 30, 2024 and December 31, 2023, and had a cash balance of $123.0 million as at June 30, 2024.

Through a combination of the Company's cash balance and cash flows from operations, the Company believes it is in a position to meet all working capital requirements, deferred consideration payments, contractual obligations and other commitments as they fall due during the next 24 months (see "Commitments" below). 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. The Company aims to manage its liquidity by ensuring that, even in a low gold price environment, its operations can manage spending and provide adequate cash flow to meet all commitments.

The Company has a value added tax ("VAT") receivable balance of $10.4 million as of June 30, 2024. In any given period, the Company expects to have two quarters of VAT receivable outstanding. Subsequent to quarter-end, $4.9 million of the VAT receivable was collected from the Ghana Revenue Authority.

In order to maintain or adjust its capital structure, on December 21, 2022, 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 $300 million. The Prospectus has a term of 25-months from the filing date. As of the date of this MD&A, no securities have been issued under the Prospectus.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Equity

The Company is financially stable with a total liabilities‐to‐common shareholders' equity ratio of 0.99 as at June 30, 2024.

The Government of Ghana ("the Government") has a 10% free carried interest in the AGM in accordance with Ghanaian Law. This was granted through the issuance of 10% of the common shares of the Company's Ghanaian subsidiary, Asanko Gold Ghana Ltd. ("AGGL"), which owns the AGM's mining leases, to the Government. The Government has a nominee on the board of this subsidiary and is entitled to 10% of declared dividends paid out of the subsidiary; however, the Government does not have to contribute to the subsidiary's capital investment. As of June 30, 2024, AGGL did not have an income surplus in the pool from which dividends may be paid and as such no non-controlling interest was recognized for the six months ended June 30, 2024. All results in this MD&A disclose 100% of the AGM's financial results as being attributable to the Company with non‐controlling interest accounted for as a separate component of equity.

7.1 Commitments

The following table summarizes the Company's contractual obligations as at June 30, 2024 and December 31, 2023.

	Less than	1-3	4-5	After	June 30,	December 31,
(in thousands of US dollars)	1 year	years	years	5 years	2024	2023
Accounts payable, accrued liabilities	41,045	-	-	-	41,045	5,724
and payable due to related party
ZCC gold hedges	3,225	2,486	-	-	5,711	-
Long-term incentive plan	10,866	335	-	-	11,201	6,457
(cash-settled awards )
Mining and other services contracts	18,861	31,336	3,828	-	54,025	-
Asset retirement provisions	2,248	2,545	4,100	61,186	70,079	-
(undiscounted)
Deferred and contingent consideration	-	55,000	-	38,482	93,482	-
(undiscounted)
Corporate office lease	131	22	-	-	153	225
Total	76,376	91,724	7,928	99,668	275,696	12,406

Long-term incentive plan commitments due within one year include all deferred share unit awards ("DSU") to directors of the Company. These commitments are considered to be current because the timing of payments could be accelerated if a director retires, or in the event of a change of control. As of June 30, 2024, the only DSU commitments following director resignations that are known to exist within one year are approximately $2.1 million. Subsequent to quarter-end, $1.5 million of DSUs were paid to a former director of the Company.

The timing of the contingent payments to Gold Fields ($38.5 million) is based upon management's best estimate of when such payments will be required, according to the current life of mine plan.

The Company intends to utilize cash on hand and cash flow generated from operations to settle the above noted commitments when required to do so.

The Company has no off‐balance sheet arrangements.

7.2 Contingencies

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.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

7.3 Gold price hedging

The Company periodically enters into gold hedging arrangements to mitigate gold price risk during periods of planned elevated capital investment.

As of the date of this MD&A, the AGM has entered into ZCCs for 5,000 gold ounces per month for the remaining six months of 2024 with put strikes of $2,000/oz and call strikes between $2,325/oz to $2,435/oz. For the six months ended June 30, 2024, the Company realized a $3.1 million loss on its gold hedging arrangements.

In addition to the above, the AGM has entered into ZCCs for 5,000 gold ounces per month for all of 2025 (total of 60,000 gold ounces) with put strikes of $2,000/oz and call strikes ranging between $2,515/oz to $2,645/oz.

7.4 Cash flows

The following table provides a summary of the Company's cash flows for the three and six months ended June 30, 2024 and 2023:

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
(in thousands of US dollars)
Cash provided by (used in):
Operating activities	4,463	(1,377	17,491	(1,920
Investing activities	(10,947	703	52,801	1,347
Financing activities	(850	(31	(1,787	(62
Impact of foreign exchange on cash and cash equivalents	(431	35	(736	27
(Decrease) increase in cash and cash equivalents	(7,765	(670	67,769	(608
during the period
Cash and cash equivalents, beginning of period	130,804	56,173	55,270	56,111
Cash and cash equivalents, end of period	123,039	55,503	123,039	55,503

All values are in US Dollars.

a) Cash provided by (used in) operating activities

For the three and six months ended June 30, 2024, the Company generated cash flows from operations of $4.5 million and $17.5 million, respectively (three and six months ended June 30, 2023 - utilized cash flows in operations of $1.4 million and $1.9 million, respectively). The increase in cash generated from operating activities during both periods was driven by the Company consolidating the cash flows of the AGM from March 4, 2024.

b) Cash provided by investing activities

During the three months ended June 30, 2024, the Company invested $12.4 million in additions to MPP&E and earned $1.4 million of interest on cash balances, compared to $0.7 million of interest earned on cash balances in Q2 2023. The increase in cash used in investing activities was driven by the Company consolidating the cash flows of the AGM from March 4, 2024.

During the six months ended June 30, 2024, the Company generated $52.8 million in cash flows from investing activities. Despite paying Gold Fields $65.0 million in cash in accordance with the Acquisition agreement, the Company acquired $112.5 million in cash from the JV entities and also received a $25.0 million preferred share distribution prior to closing of the Acquisition. The net impact of these transactions was a $72.5 million increase to the Company's consolidated cash balance. Partly offsetting these factors was $2.4 million in acquisition-related costs and $19.6 million of expenditures on MPP&E, which primarily related to site establishment and waste stripping at Abore, raising the height of the TSF, fabrication of two new CIL tanks and mineral resource conversion drilling at tenements with defined mineral reserves. The increase in cash provided by investing activities during 2024 was due to closing the Acquisition effective March 4, 2024.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Refer to section 4.4.b for a discussion on capital expenditures at the AGM for the three and six months ended June 30, 2024.

c) Cash used in financing activities

During the three and six months ended June 30, 2024, cash used in financing activities totalled $0.9 million and $1.8 million, respectively, and related primarily to mining and other service contractors lease payments. During Q2 2024, the Company also received $2.4 million in proceeds from stock option exercises.

The increase in cash used in financing activities was due to consolidating the cash flows of the AGM from March 4, 2024, partly offset by proceeds received on stock option exercises.

8. 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.

8.1 Operating cash costs and total cash costs per gold ounce

The Company has included the non-IFRS performance measures of operating cash costs and total cash costs per gold ounce sold on a by-product basis 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. Management uses operating cash costs and 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. Other companies may calculate operating cash costs and total cash costs per gold ounce sold differently.

The following table provides a reconciliation of operating and total cash costs per gold ounce sold of the AGM to production costs of the Company (the nearest IFRS measure) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2024 and 2023.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
	Three months ended June 30,		Six months ended June 30,
---	---	---	---	---
	2024	2023	2024	2023
(in thousands of US dollars, except per ounce amounts)
Production costs as reported by the Company	30,293	33,319	52,455	68,261
Purchase price allocation adjustments	1,395	-	(7,831	-
Unconsolidated production costs	-	-	20,810	-
Adjusted production costs of the AGM (100% basis)	31,688	33,319	65,434	68,261
Share-based compensation expense included in	-	152	-	142
production costs
By-product silver revenue	(167	(87	(294	(194
Total operating cash costs	31,521	33,384	65,140	68,209
Royalties	3,860	3,715	7,799	6,980
Total cash costs	35,381	37,099	72,939	75,189
Gold ounces sold	27,830	32,912	59,670	68,086
Operating cash costs per gold ounce sold ($/oz)	1,133	1,014	1,092	1,002
Total cash costs per gold ounce sold ($/oz)	1,271	1,127	1,222	1,104

All values are in US Dollars.

Unconsolidated production costs presented in the table above relate to periods when the Company accounted for its interest in the AGM JV using the equity method. Refer to section 4.3 for production costs of the AGM JV for the periods presented.

8.2 AISC per gold ounce

In June 2013, the World Gold Council, a non-regulatory association of many of the world's leading gold mining companies established to promote the use of gold to industry, provided guidance for the calculation of "AISC per gold ounce" in an effort to encourage improved understanding and comparability of the total costs associated with mining an ounce of gold. The Company has adopted the reporting of "AISC gold ounce", 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. Other companies may calculate AISC per gold ounce sold differently.

AISC adjusts total cash costs for G&A expenses, reclamation cost accretion, sustaining capitalized stripping costs, sustaining capital expenditures and lease payments and interest expense on the AGM's mining and service lease agreements. Sustaining capital expenditures, capitalized stripping costs, reclamation cost accretion and lease payments and interest expense on lease agreements are not line items on the AGM'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 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 decommissioning 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 while interest expense represents the financing component inherent in the lease. Reclamation cost accretion and lease interest are included in finance expense in the Company's results as disclosed in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2024 and 2023.

All-in sustaining margin per ounce is calculated as the difference between the average realized gold price for the period and AISC per gold ounce sold. All-in sustaining margin is calculated as all-in sustaining margin per ounce multiplied by the number of gold ounces sold during the period.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

The following table provides a reconciliation of AISC of the AGM to production costs and various operating expenses of the AGM (the nearest IFRS measures) on a 100% basis, as presented in sections 4.3 and 4.4.

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
(in thousands of US dollars except per ounce amounts)	$	$	$	$
Total cash costs (as reconciled above)	35,381	37,099	72,939	75,189
General and administrative expenses^3^	727	719	1,433	1,435
Sustaining capital expenditures (see table below)	6,789	6,667	21,734	11,564
Sustaining capitalized stripping costs	1,305	-	1,305	-
Reclamation cost accretion for the AGM	680	606	1,344	1,117
Sustaining lease payments (see table below)	2,632	116	4,921	491
Interest on lease liabilities for the AGM	1,431	5	2,360	12
All-in sustaining cost	48,945	45,212	106,036	89,808
Gold ounces sold	27,830	32,912	59,670	68,086
All-in sustaining cost per gold ounce sold ($/oz)	1,759	1,374	1,777	1,319
Average realized price per gold ounce sold ($/oz)	2,292	1,944	2,166	1,896
All-in sustaining margin ($/oz)	533	570	389	577
All-in sustaining margin	14,833	18,760	23,212	39,286

^3^Excluded from G&A costs of the AGM are $30 and $57 of share-based compensation expense for the three and six months ended June 30, 2024, respectively (six months ended June 30, 2023 - excludes $10 of share-based compensation expense).

For the three and six months ended June 30, 2024, the Company incurred corporate G&A expenses (excluding G&A of the AGM), net of the JV service fee, of $2.4 million and $3.7 million, respectively, which excludes share-based compensation expense, depreciation and severance payments totaling $3.5 million and $8.7 million, respectively (three and six months ended June 30, 2023 - G&A expenses, net of the JV service fee, of $0.8 million and $1.6 million, respectively, which excludes share‐based compensation expense and depreciation expense totaling $0.9 million and $2.6 million, respectively).

The Company's attributable gold ounces sold for the three and six months ended June 30, 2024 were 27,830 and 51,206, respectively (three and six months ended June 30, 2023 - 14,810 and 30,638 gold ounces respectively), resulting in additional AISC for the Company of $85/oz and $72/oz for the periods presented, respectively, in addition to the AGM's AISC presented in the above table (three and six months ended June 30, 2023 - $54/oz and $52/oz, respectively).

The following table reconciles sustaining capital expenditures to cash flows used in investing activities of the AGM (the nearest IFRS measure) on a 100% basis, as presented in section 4.4.

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
(in thousands of US dollars)
Cash used in investing activities - AGM	11,108	7,750	29,111	14,359
Less :
Sustaining capitalized stripping costs	(1,305	-	(1,305	-
Non-sustaining capital expenditures	(4,314	(2,135	(8,640	(4,786
Change in AP related to capital expenditures not	(9	1	(9	1
included in AISC
Interest earned on cash balances	1,309	1,051	2,577	1,990
Total sustaining capital expenditures	6,789	6,667	21,734	11,564

All values are in US Dollars.

Refer to section "4.1(e) Total cash costs and AISC" for a discussion on non-sustaining capital expenditures.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

The following table reconciles sustaining lease payments to cash flows used in financing activities of the AGM basis (the nearest IFRS measure) on a 100%, as presented in section 4.4.

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
(in thousands of US dollars)	$		$
Cash used in financing activities - AGM	2,632	168	4,921	596
Less :			****
Fees paid on revolving credit facility	-	(52	-	(105
Total sustaining lease payments	2,632	116	4,921	491

All values are in US Dollars.

8.3 Free Cash Flow of the AGM

The Company uses the financial measure Free Cash Flow, which is a non-IFRS financial measure, to supplement information in its consolidated annual financial statements ("Free Cash Flow"). Free Cash Flow does not have any standardized meaning prescribed under IFRS, and therefore it may not be comparable to similar measures employed by other companies. The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this information to evaluate the AGM's performance with respect to its operating cash flow capacity to meet non-discretionary outflows of cash. Free Cash Flow is calculated as cash flows from operating activities of the AGM adjusted for cash flows associated with sustaining and non-sustaining capital expenditures and payments made to mining and services contractors for leases capitalized under IFRS 16.

The following table provides a reconciliation of Free Cash Flow of the AGM to its cash flows from operating activities (the nearest IFRS measure) on a 100% basis, as presented in section 4.4.

	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
(in thousands of US dollars)
Cash flows from operating activtities for the AGM	9,231	17,979	35,336	36,922
Cash flows used in investing activities for the AGM	(11,108	(7,750	(29,111	(14,359
Lease payments (capitalized leases) for the AGM	(2,632	(116	(4,921	(491
AGM Free Cash Flow for the period	(4,509	10,113	1,304	22,072

All values are in US Dollars.

8.4 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 considering the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net (loss) income excluding interest expense, interest income, amortization and depletion and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and non-cash items and includes the calculated Adjusted EBITDA of the JV ("Adjusted EBITDA") for periods prior to the consolidation of its ownership. Other companies may calculate EBITDA and Adjusted EBITDA differently.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA attributable to the Company based on its economic interest in the AGM to net income (the nearest IFRS measure) of the Company per the unaudited condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2024 and 2023.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
	Three months ended June 30,		Six months ended June 30,
---	---	---	---	---
	2024	2023	2024	2023
(in thousands of US dollars)
Net income for the period	8,831	11,961	4,072	20,454
Add back (deduct):
Depreciation a nd depletion expense	4,712	36	7,728	72
Finance income	(1,434	(3,133	(3,940	(6,149
Finance expense	8,259	6	13,984	12
EBITDA for the period	20,368	8,870	21,844	14,389
Add back (deduct):
Adjustment for non-cash long-term incentive	191	278	579	517
plan compensation
Realized loss on gold hedges	(2,945	-	(3,114	-
Share of net income related to joint venture	-	(11,007	(2,432	(20,314
Gain on derecognition of equity investment in	(118	-	(1,416	-
joint venture
Transaction costs	102	-	2,401	-
Galiano's attributable interest in JV Adjusted	-	11,493	3,243	21,782
EBITDA (below)
Adjusted EBITDA for the period	17,598	9,634	21,105	16,374

All values are in US Dollars.

The following table reconciles the AGM's EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2024 and 2023 to the financial results of the AGM as disclosed in section 4.3. For the pre-acquisition period ended March 3, 2024, the Company's equity interest in the AGM was 45%.

Three months ended June 30, 2024 and 2023

	Three months ended June 30,
	2024	2023
(in thousands of US dollars)
Net income for the period - AGM	13,945	24,378
Add back (deduct):
Depreciation and depletion expense	5,344	2,626
Finance income	(1,311	(1,058
Finance expense	6,878	(289
EBITDA for the period	24,856	25,657
Add back (deduct):
Transaction costs	-	-
Realized loss on gold hedges	(2,945	-
Lease payments (capitalized leases)	(2,632	(116
Adjusted EBITDA for the period	19,279	25,541
Galiano's attributable interest in the AGM's Adjusted	-	11,493
EBITDA for the period

All values are in US Dollars.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Six months ended June 30, 2024 and 2023

	Pre-acquisition	Post-acquisition
	Period from January	Period from March 4
	1 to March 3,	to June 30,	Six months ended June 30,
	2024	2024	2024	2023
(in thousands of US dollars)
Net income for the period - AGM	5,306	23,096	28,402	44,992
Add back (deduct):
Depreciation and depletion expense	2,463	7,302	9,765	4,955
Finance income	(984	(1,599	(2,583	(1,997
Finance expense	261	11,802	12,063	945
EBITDA for the period	7,046	40,601	47,647	48,895
Add back (deduct):
Transaction costs	1,180	-	1,180	-
Realized loss on gold hedges	-	(3,114	(3,114	-
Lease payments (capitalized lea ses)	(1,020	(3,901	(4,921	(491
Adjusted EBITDA for the period	7,206	33,586	40,792	48,404
Galiano's attributable interest in the AGM's Adjusted EBITDA for the period	3,243	-	3,243	21,782

All values are in US Dollars.

8.5 Adjusted net income

The Company has included the non-IFRS performance measures of adjusted net income and adjusted net income per share throughout this MD&A. Neither adjusted net income nor adjusted net income per share have any standardized meaning and are therefore unlikely to be comparable to other measures presented by other issuers. Adjusted net income excludes certain non-cash items from net (loss) income 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 is appropriate to provide additional information to investors regarding items that we do 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. 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 to net income (the nearest IFRS measure) of the Company per the unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2024 and 2023. All adjustments are shown net of estimated tax.

		Three months ended June 30,			Six months ended June 30,
		2024		2023	2024		2023
(in thousands of US dollars, except per share amounts)							$
Net income for the period		8,831		11,961	4,072		20,454
Realized purchase price adjustment on inventories		(1,551		-	8,700		-
Gain on derecognition of equity investment in joint venture		(118		-	(1,416		-
Transaction costs		102		-	2,401		-
Adjusted net income for the period		7,264		11,961	13,757		20,454
Basic weighted average common shares outstanding		254,974,179		224,943,453	244,242,466		224,943,453
Diluted weighted average common shares outstanding		261,481,062		225,292,468	249,286,037		224,968,681
Adjusted net income per share - basic and diluted	$	0.03	$	0.05	0.06	$	0.09

All values are in US Dollars.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

9. Summary of outstanding share data

As of the date of this MD&A, there were 256,919,446 common shares of the Company issued and outstanding and 11,201,339 stock options outstanding (with exercise prices ranging between C$0.53 and C$2.20 per share). The fully diluted outstanding share count at the date of this MD&A is 268,120,785.

10. Related party transactions

As at June 30, 2024, the Company's related parties are its subsidiaries and key management personnel (being directors and executive officers of the Company). During the normal course of operations, the Company enters into transactions with its related parties. During the three and six months ended June 30, 2024, all related party transactions were in the normal course of business including compensation payments to key management personnel.

During the six months ended June 30, 2024, other than compensation paid to key management personnel, the only related party transactions were with the AGM in respect of the Company's service fee earned for being the operator of the AGM JV until March 3, 2024. For the six months ended June 30, 2024, the JV service fee was comprised of a gross service fee of $1.2 million less withholding taxes payable in Ghana of $0.2 million (three and six months ended June 30, 2023 - gross service fee of $1.7 million and $3.5 million, respectively, less withholding taxes of $0.3 million and $0.7 million, respectively).

11. Critical accounting policies and estimates

11.1 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 made in preparing the unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2024 and 2023 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 were presented in note 6 of the audited consolidated annual financial statements for the years ended December 31, 2023 and 2022.

Refer to note 3 of the unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2024 and 2023 for disclosure of the significant judgements and estimates made by the Company with respect to the accounting for the Acquisition.

11.2 Changes in Accounting Policies including Initial Adoption

(a) Accounting standards adopted during the year

There were no new accounting standards effective January 1, 2024 that impacted the condensed consolidated interim financial statements.

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

The following standards and interpretations, which may be applicable to the Company, have been issued but are not yet effective as of June 30, 2024:

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 evaluating how IFRS 18 will impact the disclosures in its consolidated financial statements in future periods.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

12. Risks and uncertainties

12.1 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, 2023, 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, 2023, which can be found on EDGAR at www.sec.gov.

Management is not aware of any significant changes to the risks identified in the Company's most recently filed AIF, nor has the Company's mitigation of those risks changed significantly during the six months ended June 30, 2024. 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 share price of the Company. 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.

a) Financial instruments

As at June 30, 2024, the Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, financial liabilities, long-term incentive plan liabilities, deferred and contingent consideration payable to Gold Fields and the Nkran Royalty. The Company classifies cash and cash equivalents and accounts receivable as financial assets measured at amortized cost, while accounts payable and accrued liabilities and deferred consideration are classified as other financial liabilities and measured at amortized cost. The long-term incentive plan liabilities, contingent consideration and Nkran Royalty are financial liabilities measured at fair value through profit or loss, and all fall within Level 3 of the fair value hierarchy. The ZCC gold hedging instruments are also recorded at fair value at the reporting date and fall within Level 2 of the fair value hierarchy. Refer to note 12 of the Company's unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2024 and 2023 for discussion on the significant assumptions made in determining the fair value of the deferred and contingent consideration and Nkran Royalty.

The credit risk, liquidity risk and market risk associated with the Company's financial instruments are disclosed in note 26(d) of the Company's unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2024 and 2023.

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

As at June 30, 2024, the carrying and fair values of the Company's financial instruments by category are as follows:

	Fair value through<br>profit or loss	Amortized cost	Carrying value	Fair value
As at June 30, 2024	$	$	$	$
Financial assets
Cash and cash equivalents	-	123,039	123,039	123,039
Accounts receivable	-	9,067	9,067	9,067
Value added tax receivables	-	10,376	10,376	10,376
Total financial assets	-	142,482	142,482	142,482
Financial liabilities
Accounts payable and accrued liabilities ^4^	14,153	40,983	55,136	55,136
Lease liabilities	-	44,723	44,723	44,723
Deferred consideration	-	48,602	48,602	48,602
Contingent consideration	14,246	-	14,246	14,246
Nkran royalty	3,320	-	3,320	3,320
Other non-current liabilities	2,821	-	2,821	2,821
Total financial liabilities	34,540	134,308	168,848	168,848

^4^ Accounts payable includes the current portion of long-term incentive plan and gold hedge instrument liabilities , which are measured at fair value through profit or loss .

13. Internal control

13.1 Internal Control over Financial Reporting

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

During the six months ended June 30, 2024, there have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

13.2 Limitations of controls and procedures

The Company's management, including the CEO and CFO, believes that any disclosure controls and procedures or internal control over financial reporting, 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.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

14. Qualified Persons

The exploration information 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 release dated March 11, 2024 and filed on the Company's SEDAR+ profile at www.sedarplus.ca. All other scientific and technical information contained in this MD&A has been approved by Mr. Richard Miller, P.Eng., Vice President Technical Services of Galiano. Mr. Pettman and Mr. Miller are "Qualified Persons" as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects.

15. Cautionary statements

15.1 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 future price of gold;
the Company's operating plans for the AGM;
the estimation of Mineral Reserves and Mineral Resources;
the Company's plans to update a consolidated AGM Mineral Reserve Estimate and life of mine plan and timing thereof;
the timing and amount of estimated future production from the AGM, including production rates and gold recovery;
operating costs with respect to the operation of the AGM;
the cost performance 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;
estimates regarding the AGM's consumption of key reagents and consumables;
any additional work programs to be undertaken by the Company;
performance of stockpiled ore above management's forecast;
timing of installation of a permanent secondary crushing circuit;
timing of delivery of higher grade ore from the Abore pit;
the Company's planned and future drilling programs, including at Abore, Adubiaso, Midras South, Gyagyatreso, Akoma and Sky Gold B, and timing thereof;
timing of an investment decision on Nkran Cut 3;
the ability of the AGM to maintain current inventory levels;
the timing of the development of new deposits;
success of exploration activities;
permitting timelines;
renewal of exploration licenses;
hedging practices;
currency exchange rate fluctuations;
central bank interest rate forecast;

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

use of the IMF Loan, including the approval of a second tranche;
estimate of a legal provision;
requirements for additional capital;
timing of expected cash distributions;
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;
preparation and timing of submission of report on measures taken by the Company to identify and address labour risks in its supply chain;
timing of announcement and implementation of the SEC's ESG disclosure rules;
climate-related and sustainability disclosure standards and obligations, including with respect to the CSDSs;
changes to the Company's Board of Directors;
changes in accounting policies and resulting impact on disclosures; 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;
metallurgical recoveries may not be economically viable;
life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect;
risks related to the expected benefits of the Acquisition;
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;
the AGM has a limited operating history and is subject to risks associated with establishing new mining operations;
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 ore, concentrate and tailings 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;
the Company's mineral properties may experience a loss of ore due to illegal mining activities;
the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment;
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 Government of Ghana may increase the GSL, increasing the Company's expenditures;
the Company may be unsuccessful in attracting and retaining key personnel;
labour disruptions could adversely affect the Company's operations;
local community disruptions could adversely affect the Company's operations or planned development;
recoveries may be lower in the future and have a negative impact on the Company's financial results;

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

the lower recoveries may persist and be detrimental to the AGM and the Company;
the Company's business is subject to risks associated with operating in a foreign country;
risks related to the Government of Ghana defaulting on local and international bonds;
risks related to the Company's use of contractors;
current, ongoing and future legal disputes and appeals from third parties may be successful, and the Company may be
required to pay settlement costs or damages;
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 experienced significant recent 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;
risks relating to credit rating downgrades;
changes to taxation laws applicable to the Company may affect the Company's profitability;
ability to repatriate funds;
risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws;
future securities offerings issued pursuant to the Prospectus may not be successful depending on external market factors outside of the Company's control;
risks related to information systems security threats;
non-compliance with public disclosure obligations could have an adverse effect on the Company's stock 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 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
the risk factors described under the heading "Risk Factors" in the Company's 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:

GALIANO GOLD INC.<br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

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.

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. 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.

15.2 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 Unites 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 National Instrument 43-101, Standards of Disclosure for Mineral Projects. 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 SEC applicable to domestic United States issuers. Accordingly, the disclosure in this MD&A regarding the AGM's mineral properties is not comparable to the disclosure of United States issuers subject to the SEC's mining disclosure requirements.

Galiano Gold Inc.: Exhibit 99.3 - Filed by newsfilecorp.com

Form 52-109F2

Certification of interim filings - full certificate

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

Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended June 30, 2024.
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.
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.
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.
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

Reporting changes in ICFR: **** The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 8, 2024

/s/ Matt Badylak

_______________________

Matt Badylak

Chief Executive Officer

Galiano Gold Inc.: Exhibit 99.4 - Filed by newsfilecorp.com

Form 52-109F2

Certification of interim filings - full certificate

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

Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended June 30, 2024.
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.
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.
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.
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

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

5.3 Limitation on scope of design: N/A

Reporting changes in ICFR: **** The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 8, 2024

/s/ Matthew Freeman

_____________________

Matthew Freeman

Chief Financial Officer

Galiano Gold Inc.: Exhibit 99.5 - Filed by newsfilecorp.com

GALIANO GOLD REPORTS Q2 PRODUCTION

AND FINANCIAL RESULTS AND A 45% INCREASE TO ABOREMINERAL RESERVE ESTIMATE

Vancouver, British Columbia, August 8, 2024 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) is pleased to report its second quarter ("Q2") 2024 production and financial results, as well as a significant increase to the Abore deposit Mineral Reserve estimate (effective June 30, 2024). 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.

During Q2, the Company produced 26,437 gold ounces at all-in sustaining costs^1^ ("AISC") of $1,759 per gold ounce sold ("/oz") and generated $9.2 million of operating cash flows from the AGM. The Company remains debt free with $123.0 million in cash, and the strong operating cash flows are supporting the ramp-up of the AGM as the Company executes its return to hard rock mining operations.

45% increase in Mineral Reserves at Abore to 485,000 ounces

The Company is pleased to report that following a successful infill drilling campaign in 2023 and early 2024, the Proven and Probable Mineral Reserves at the Abore deposit have increased to 11.8 million tonnes ("Mt") at a grade of 1.28 grams per tonne ("g/t") gold, representing an increase of 151,000 ounces (45%) to 485,000 ounces, effective June 30, 2024, when compared to the report titled "NI 43-101 Technical Report and Feasibility Study for the Asanko Gold Mine, Ashanti Region, Ghana" with an effective date of December 31, 2022 ("2023 Technical Report").

Asanko Gold Mine Q2 highlights (100% basis):

Subsequent to closing of the transaction with Gold Fields Ltd., the operational and financial results of the AGM have been consolidated into the Company from March 4, 2024 onwards. To enable a comprehensive understanding of the operational performance at the mine asset level, the following highlights for the AGM are presented on a 100% basis for the entire six months ended June 30, 2024.

Safety: There were no lost-time injuries ("LTI"), nor total recordable injuries ("TRI"), recorded during Q2. The 12‐month rolling LTI and TRI frequency rates as of June 30, 2024 were 0.15 and 0.60 per million employee hours worked, respectively.
Production performance: Gold production of 26,437 ounces during Q2 and 56,823 ounces year-to-date. Gold production during Q2 was impacted by challenging ground conditions in the upper portion of the Abore pit and heavy seasonal rainfall in Ghana, which impacted fresh ore delivery to the mill such that a greater proportion of lower grade stockpiles were processed than originally planned. Lower throughput resulting from harder material processed also affected production levels.
Milling performance: Achieved mill throughput of 1.3 Mt of ore at a grade of 0.7 g/t during Q2, with metallurgical recovery averaging 82%. Mill throughput during Q2 was 9% lower than the first quarter of 2024 due to processing harder ore both mined from Abore and stockpiled material that was previously mined from Nkran. Engineering and early earthworks for the installation of a permanent secondary crusher continued during the quarter and is expected to be completed in the first half of 2025. This circuit upgrade will maintain plant throughout at 5.8 Mtpa when treating harder ore.

^1^ Refer to Non-IFRS Performance Measures

Cost performance: Total cash costs^1^ of $1,271/oz and AISC^1^ of $1,759/oz for the three months ended June 30, 2024. Year-to-date AISC^1^ of $1,777/oz.
Revised 2024 guidance: Due to the slower than expected ramp-up in mining, coupled with temporary lower mill throughput, the Company is revising full year production guidance from between 140,000 to 160,000 ounces to between 120,000 and 130,000 ounces. Operating costs are estimated to be in line with previous expectations, however AISC^1^ guidance per gold ounce sold for 2024 is being revised from between $1,600/oz to $1,750/oz to between $1,975/oz and $2,075/oz. This increase is due to lower expected gold production coupled with investments in additional stripping at Abore.
Cash flow generation: Generated positive cash flow from operations of $9.2 million, with Free Cash Flow^1^ negative at $4.5 million during Q2 due to investments in waste stripping at the Abore deposit.
Financial performance: Gold revenue of $63.8 million generated from 27,830 gold ounces sold at an average realized price of $2,292/oz during Q2. Net income of $13.9 million and Adjusted EBITDA^1^ of $19.3 million during Q2.

Galiano Q2 Highlights:

Robust liquidity: The Company ended the quarter with $123.0 million in cash and cash equivalents and no debt.
Earnings: Net income of $8.8 million or $0.03 per common share during Q2, which included the consolidation of the AGM's financial results for the three months ended June 30, 2024. Adjusted net income^1^ for Q2 was $7.3 million or $0.03 per common share.
Senior management appointment: Appointed Michael Cardinaels as Executive Vice President and Chief Operating Officer ("COO"), effective September 3, 2024. The appointment of Mr. Cardinaels as the new Executive Vice President and COO is part of the Company's commitment to operational improvements and its overarching strategy to drive growth at the AGM. Mr. Cardinaels brings over two decades of mining sector experience across various commodities, most recently with Perseus Mining Ltd.

"The second quarter of 2024 marked significant progress in advancing mining operations at the Abore deposit, while the Company remained fully funded by operating cash flow,” said Matt Badylak, Galiano’s President and Chief Executive Officer. “In addition, the 45% increase in Abore’s Mineral Reserves highlights the value that we are beginning to realize beyond the 2023 Technical Report, as well as the prospectivity of our tenements. Although 2024 production and costs have been impacted by a slower than expected ramp-up, the growth in Mineral Reserves and resulting investments in stripping during the second quarter will enhance the optimized life of mine plan, resulting in a larger, longer-term net benefit for the Company and its stakeholders.

As we continue to generate positive cash flows from operations and maintain a robust balance sheet, Galiano remains uniquely positioned to execute on its strategy to become a leading mid-tier gold producer.

I am also pleased to be welcoming Michael Cardinaels to the position of Chief Operating Officer at Galiano. Michael has over 20 years of industry experience including significant exposure to mining complex orogenic deposits on the African continent. His technical expertise, energy and enthusiasm will be valued as we continue ramping up production at the AGM."

Asanko Gold Mine - Summary of quarterly operational and financial highlights (100% basis)

Operating and financial results are on a 100% basis for all periods presented to enable comparability with prior quarters.

Asanko Gold Mine (100% basis)	Q2 2024		Q1 2024	Q4 2023		Q3 2023	Q2 2023
Mining	****		****	****		****
Ore mined ('000t)	467		265	22		-	-
Waste mined ('000t)	7,427		4,877	3,415		-	-
Total mined ('000t)	7,894		5,142	3,437		-	-
Strip ratio (W:O)	15.9		18.4	155.2		-	-
Average gold grade mined (g/t)	1.0		0.9	0.7		-	-
Mining cost ($/t mined)	2.98		3.63	4.30		-	-
Ore tonnes trucked ('000 t)	503		566	657		695	729
Ore transportation cost ($/t trucked)	5.71		6.79	6.54		6.63	5.88
Processing	****
Ore milled ('000t)	1,336		1,467	1,486		1,573	1,457
Average mill head grade (g/t)	0.7		0.8	0.8		0.8	0.8
Average recovery rate (%)	82		83	84		87	85
Processing cost ($/t milled)	11.18		10.55	9.94		9.69	11.01
G&A cost ($/t milled)	5.13		4.74	5.55		4.16	4.68
Gold produced (oz)	26,437		30,386	31,947		35,779	33,673
Financials, costs and cash flow	****
Revenue ($m)	64.0		65.6	59.5		67.8	64.1
Gold sold (oz)	27,830		31,840	30,555		35,522	32,912
Average realized gold price ($/oz)	2,292		2,056	1,942		1,902	1,944
Total cash costs^1^ ($/oz)	1,271		1,180	1,352		1,056	1,127
All-in sustaining costs^1^ ($/oz)	1,759		1,793	2,065		1,445	1,374
All-in sustaining margin^1^ ($/oz)	533		263	(123	)	457	570
All-in sustaining margin^1^($m)	14.8		8.4	(3.8	)	16.2	18.8
Income from mine operations ($m)	23.1		23.5	8.7		23.7	24.4
Adjusted net income^1^ ($m)	13.9		23.5	3.7		21.3	24.4
Cash provided by operating activities ($m)	9.2		26.1	24.1		39.7	18.0
Free cash flow^1^ ($m)	(4.5	)	5.8	2.3		24.0	10.1

Asanko Gold Mine - Financial and operational highlights for the three and six months ended June 30, 2024 and 2023 (100% basis)

The following tables present excerpts of the operating and financial results of the AGM on a 100% basis for the three and six months ended June 30, 2024 and 2023, so performance can be compared with the comparative period in the prior quarter.

	Three months ended June 30,			Six months ended June 30,
(All amounts in 000's of US dollars, unless otherwise stated)	2024		2023	2024	2023
Asanko Gold Mine (100% basis)
Financial results
Revenue	63,963		64,066	129,565	129,259
Income from mine operations	23,071		24,406	46,567	49,063
Net income	13,945		24,378	28,402	44,992
Adjusted EBITDA^1^	19,279		25,541	40,792	48,404
Cash generated from operating activities	9,231		17,979	35,336	36,922
Free cash flow^1^	(4,509	)	10,113	1,304	22,072
AISC margin^1^	533		570	389	577
Operating results
Gold produced (ounces)	26,437		33,673	56,823	66,351
Gold sold (ounces)	27,830		32,912	59,670	68,086
Average real ized gold price ($/oz)	2,292		1,944	2,166	1,896
Total cash costs ($ per gold ounce sold)^1^	1,271		1,127	1,222	1,104
AISC ($ per gold ounce sold)^1^	1,759		1,374	1,777	1,319

The AGM produced 26,437 ounces of gold during Q2 2024, as the processing plant achieved milling throughput of 1.3 Mt of ore at a grade of 0.7 g/t with metallurgical recovery averaging 82%. Mill feed for the quarter was sourced primarily from existing stockpiled ore with a blend of mined Abore material. Milling rates during Q2 were impacted by harder ore from Abore and Nkran stockpiles. The Company is in the process of installing a permanent secondary crushing circuit, which is anticipated to maintain plant throughput when treating harder ore at design capacity of 5.8 Mtpa once completed in the first half of 2025.
Sold 27,830 ounces of gold in Q2 2024 at an average realized gold price of $2,292/oz for total revenue of $64.0 million (including $0.2 million of by-product silver revenue), in line with Q2 2023 revenue. Revenue was flat quarter-on-quarter as an 18% increase in realized gold prices relative to Q2 2023 was largely offset by a 15% reduction in sales volumes.
Income from mine operations for Q2 2024 totaled $23.1 million, comparable with $24.4 million in Q2 2023.
Reported Adjusted EBITDA^1^ of $19.3 million in Q2 2024 compared to $25.5 million in Q2 2023. The decrease in Adjusted EBITDA^1^ was driven by the decrease in income from mine operations, higher payments made to mining contractors and a $2.9 million realized loss on gold hedging instruments.
Total cash costs^1^ in Q2 2024 amounted to $1,271/oz compared to $1,127/oz in Q2 2023. The increase in total cash costs^1^ was primarily driven by lower gold sales volumes, which decreased by 15% in Q2 2024 and had the effect of increasing fixed costs on a per ounce basis. Additionally, operational waste stripping costs at Abore contributed to the higher total cash costs^1^ in Q2 2024.

AISC^1^ for Q2 2024 was $1,759/oz compared to $1,374/oz in the comparative period. AISC^1^ was higher in the current quarter predominately due to the increase in total cash costs per ounce^1^ described above, 15% fewer gold ounces sold and higher capitalized stripping costs at Abore. Additionally, payments to mining services contractors were $146/oz higher in Q2 2024.
The AGM generated $9.2 million of cash flow from operating activities and free cash flow^1^ of negative $4.5 million during Q2 2024. This compares to $18.0 million of cash flow from operating activities and free cash flow^1^ of $10.1 million during Q2 2023. The decrease in free cash flow^1^ was primarily due to investments in waste stripping at the expanded Abore deposit, partly offset by higher realized gold prices during Q2 2024.

Abore Mineral Reserve Estimate as of June 30, 2024

****	Proven			Probable			Proven + Probable
****	Tonnes	Grade	Au Contained	Tonnes	Grade	AuContained	Tonnes	Grade	AuContained
Deposit	(Mt)	(g/t)	(koz)	(Mt)	(g/t)	(koz)	(Mt)	(g/t)	(koz)
Abore	-	-	-	11.8	1.28	485	11.8	1.28	485

Notes on Abore Mineral Reserve Estimate:

Mr. Richard Miller, P.Eng., Vice President Technical Services for Galiano Gold Inc., is the Qualified Person responsible for the Abore Mineral Reserve statement.
Refer to the Company's news release dated April 16, 2024 for Abore's Mineral Resource Estimate as of March 31, 2024.
Abore Mineral Reserves are reported assuming a gold price of US$1,650/oz Au.
Abore Mineral Reserves are reported at 0.50 g/t Au cut-off.
The overall strip ratio (the amount of waste mined for each tonne of ore) is 7.2:1.
Processing recovery is 0.10 g/t tails grade and capped at 94.0%.
The average mining dilution is calculated to be 6.9%.
A 6.8% ore loss has been applied to the Mineral Reserve estimate.
The Mineral Reserve is stated as diluted dry metric tonnes.
All other Mineral Reserves of the AGM remain as previously stated, except stockpiles which have been restated for depletion.
The increase to the Abore Mineral Reserve estimate is not considered a material change to Galiano.

Galiano Gold Inc. - Financial highlights for the three and six months ended June 30, 2024 and 2023

	Three months ended June 30,			Six months ended June 30,
(All amounts in 000's of US dollars, unless otherwise stated)	2024	2023		2024	2023
Galiano Gold Inc.
Revenue	63,963	-		95,658	-
Income from mine operations	25,132	-		29,778	-
Net income	8,831	11,961		4,072	20,454
Net income per share attributable to common shareholders^1^	0.03	0.05		0.02	0.09
Adjusted net income^1^	7,264	11,961		13,757	20,454
Adjusted net income per share attributable to common shareholders^1^	0.03	0.05		0.06	0.09
Adjusted EBITDA^1^	17,598	9,634		21,105	16,374
Cash and cash equivalents	123,039	55,503		123,039	55,503
Cash generated from (used in) operating activities	4,463	(1,377	)	17,491	(1,920	)

The Company consolidated the financial results of the AGM commencing on March 4, 2024. As revenue and income from mine operations for the three and six months ended June 30, 2024 relate to the financial results of the AGM, refer to the discussion above on the AGM's financial results for the quarter.
The Company reported net income of $8.8 million in Q2 2024 compared to net income of $12.0 million in Q2 2023. The decrease in net earnings during Q2 2024 was due to a $2.1 million 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 Company's share price, and $1.4 million in accretion expense and fair value adjustments on the deferred and contingent consideration payable to Gold Fields associated with the Company's acquisition of Gold Fields' 45% interest in the AGM.
Adjusted EBITDA^1^ for Q2 2024 amounted to $17.6 million, compared to $9.6 million in Q2 2023. The increase in Adjusted EBITDA^1^ was due to consolidating the financial results of the AGM from March 4, 2024 onwards; whereas, in the prior quarter the Company only recognized its 45% share of the AGM's Adjusted EBITDA^1^.
Cash generated from operating activities in Q2 2024 was $4.5 million, compared to cash used in operating activities of $1.4 million in Q2 2023. The increase in cash generated from operating activities in Q2 2024 was driven by the consolidation of the AGM's cash flows effective March 4, 2024.
As of June 30, 2024, the Company had cash and cash equivalents of $123.0 million and no debt.

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 and six months ended June 30, 2024 and 2023, 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 the Non-IFRS Measures section of Galiano's Management's Discussion and Analysis for an explanation of these measures and reconciliations to the Company's and the AGM's reported financial results in accordance with IFRS.

Total Cash Costs per Gold Ounce

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 cost of production, adjusted for share-based compensation expense, by-product revenue and production royalties per ounce of gold sold.

All-in Sustaining Costs per Gold Ounce and All-in Sustaining Margin

The Company has adopted the reporting of "AISC per gold ounce sold" as per the World Gold Council's guidance. AISC include total cash costs, AGM general and administrative expenses, sustaining capital expenditure, sustaining capitalized stripping costs, reclamation cost accretion and lease payments made to and interest expense on the AGM's mining and service lease agreements per ounce of gold sold. All-in sustaining margin is calculated by taking the average realized gold price for a period less that period's AISC.

EBITDA and Adjusted EBITDA

EBITDA provides an indication of the Company's continuing capacity to generate income from operations before taking into account the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income excluding interest expense, interest income, amortization and depletion, and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and to include the Company's interest in the Adjusted EBITDA of the AGM joint venture for the period from January 1, 2024 to March 3, 2024. Other companies may calculate EBITDA and Adjusted EBITDA differently.

Free cash flow

The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use free cash flow to evaluate the AGM's performance with respect to its operating cash flow capacity to meet non-discretionary outflows of cash. The presentation of free cash flow is not meant to be a substitute for the cash flow information presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measures. Free cash flow is calculated as cash flows from operating activities of the AGM adjusted for cash flows associated with sustaining and non-sustaining capital expenditures and payments made to mining and service contractors for leases capitalized under IFRS 16.

Adjusted net income and adjusted net income per common share

The Company has included the non-IFRS performance measures of adjusted net income and adjusted net income per common share. Neither adjusted net income nor adjusted net income per share have any standardized meaning and are therefore unlikely to be comparable to other measures presented by other issuers. Adjusted net income excludes certain non-cash items or non-recurring items from net income or net loss to provide a measure which helps the Company and investors to evaluate the results of the underlying core operations of the Company or the AGM and its ability to generate cash flows and is an important indicator of the strength of the Company's or the AGM's operations and performance of its core business.

Qualified Person

Richard Miller, P.Eng., Vice President Technical Services with Galiano, is a Qualified Person as defined by Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has approved the scientific and technical information contained in this news release.

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

Krista Muhr

Toll-Free (N. America): 1-855-246-7341

Telephone: 1-778-239-0446

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 the results thereof; advancement toward a maiden Mineral Reserve estimate at Midras South; anticipated production and cost guidance; timing of delivery of higher grade ore from the Abore pit; the Company's plans to update a consolidated Mineral Reserve Estimate and life of mine plan; 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; and total cash costs and corresponding cost performance relating to the Company's activities. 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 ability of the Company to comply with applicable governmental regulations and standards; the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana; the success of the Company in implementing its development strategies and achieving its business objectives; the Company will have sufficient working capital necessary to sustain its operations on an ongoing basis and the Company will continue to have sufficient working capital to fund its operations; and the key personnel of the Company will continue their employment.

The foregoing list of assumptions cannot be considered exhaustive.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and you are cautioned not to place undue reliance on forward-looking statements contained herein. Some of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements contained in this news release, include, but are not limited to: mineral reserve and mineral resource estimates may change and may prove to be inaccurate; metallurgical recoveries may not be economically viable; life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect; risks related to the expected benefits of the Acquisition; 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; the AGM has a limited operating history and is subject to risks associated with establishing new mining operations; 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 ore, concentrate and tailings as planned is dependent on a number of factors and assumptions which may not be present or occur as expected; the Company's mineral properties may experience a loss of ore due to illegal mining activities; the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment; outbreaks of COVID-19 and other 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 Government of Ghana may increase the Growth and Sustainability Levy, increasing the Company's expenditures; the Company may be unsuccessful in attracting and retaining key personnel; labour disruptions could adversely affect the Company's operations; recoveries may be lower in the future and have a negative impact on the Company's financial results; the lower recoveries may persist and be detrimental to the AGM and the Company; the Company's business is subject to risks associated with operating in a foreign country; risks related to the Company's use of 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; current, ongoing and future legal disputes and appeals from third parties may be successful, and the Company may be required to pay settlement costs or damages; 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 experienced significant recent 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; risks relating to credit rating downgrades; 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; future securities offerings issued pursuant to the Company's base shelf prospectus may not be successful depending on external market factors outside of the Company's control; risks related to information systems security threats; non-compliance with public disclosure obligations could have an adverse effect on the Company's stock 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 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 the risk factors described under the heading "Risk Factors" in the Company's Annual Information Form.

Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in the forward-looking statements, you are cautioned that this list is not exhaustive and there may be other factors that the Company has not identified. Furthermore, the Company undertakes no obligation to update or revise any forward-looking statements included in, or incorporated by reference in, this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this news release.

Source: Galiano Gold Inc.