6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2021

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 to 99.2 included with this report are hereby incorporated by reference into the registrant's registration statement on Form F-10 (File no. 333-239109) (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"Registration Statement"), and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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, 2021 and 2020
99.2	Management's Discussion & Analysis for the three and six months ended June 30, 2021 and 2020
99.3	CEO certification of interim filings
99.4	CFO certification of interim filings
99.5	News release dated August 12, 2021

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/ Fausto Di Trapani ________________________________ Fausto Di Trapani Executive Vice President and Chief Financial Officer

Date:  August 12, 2021

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, 2021 and 2020

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	6-26

**GALIANO GOLD INC.**UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT JUNE 30, 2021 AND DECEMBER 31, 2020 (In thousands of United States Dollars)

		June 30, 2021	December 31, 2020
	Note
Assets
Current assets
Cash and cash equivalents		58,548	62,151
Receivables		170	186
Receivable due from related party	4	4,734	2,675
Prepaid expenses and deposits		238	529
		63,690	65,541
Non-current assets
Financial assets	5	77,733	78,299
Investment in joint venture	6	78,246	59,159
Right-of-use asset		433	485
Property, plant and equipment		100	106
Exploration and evaluation assets	7	1,628	-
		158,140	138,049
Total assets		221,830	203,590
Liabilities
Current liabilities
Accounts payable and accrued liabilities		2,697	3,524
Lease liability		105	94
		2,802	3,618
Non-current liabilities
Long-term incentive plan liabilities	9	456	668
Lease liability		364	421
		820	1,089
Total liabilities		3,622	4,707
Equity
Share capital	8	579,591	578,750
Equity reserves	9	50,409	49,957
Accumulated deficit		(411,792	(429,824
Total equity		218,208	198,883
Total liabilities and equity		221,830	203,590
Commitments and contingencies	10

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"	"Marcel de Groot"
Director	Director

**GALIANO GOLD INC.**UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020 (In thousands of United States Dollars, except dollar per share amounts)

		Three months ended		Six months ended
		June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
	Note
Share of net earnings related to joint venture	6	5,713	14,347	19,087	34,881
Service fee earned as operators of joint venture	4	1,240	1,221	2,480	2,443
General and administrative expenses	11	(3,779	(3,558	(7,703	(6,232
Exploration and evaluation expenditures	7	(373	-	(373	-
Income from operations and joint venture		2,801	12,010	13,491	31,092
Finance income	12	2,186	2,678	4,598	5,491
Finance expense		(21	(12	(32	(23
Foreign exchange gain (loss)		38	18	(25	(60
Net income and comprehensive income for the period		5,004	14,694	18,032	36,500
Income per share:
Basic		0.02	0.07	0.08	0.16
Diluted		0.02	0.07	0.08	0.16
Weighted average number of shares outstanding:
Basic	13	224,675,424	222,612,623	224,511,162	223,385,994
Diluted	13	225,294,015	223,640,863	225,129,368	224,109,915

All values are in US Dollars.

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

**GALIANO GOLD INC.**UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020 (In thousands of United States Dollars, except for number of common shares)

		Number of<br>shares		Share capital	Equityreserves	Accumulateddeficit	Total equity
	Note
Balance as at December 31, 2019		225,098,810		578,385	50,072	(487,200	141,257
Shares repurchased and cancelled under normal course issuer bid	8(c)	(2,758,063	)	(2,296	-	-	(2,296
Shares issued upon exercise of stock options	9(a)	481,957		539	(174	-	365
Share-based compensation expense	9(a)	-		-	230	-	230
Net income and comprehensive income for the period		-		-	-	36,500	36,500
Balance as at June 30, 2020		222,822,704		576,628	50,128	(450,700	176,056
Balance as at December 31, 2020		224,253,522		578,750	49,957	(429,824	198,883
Shares issued upon exercise of stock options	9(a)	689,931		841	(272	-	569
Share-based compensation expense	9(a)	-		-	724	-	724
Net income and comprehensive income for the period		-		-	-	18,032	18,032
Balance as at June 30, 2021		224,943,453		579,591	50,409	(411,792	218,208

All values are in US Dollars.

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

**GALIANO GOLD INC.**UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020 (In thousands of United States Dollars)

		Three months ended		Six months ended
		June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
	Note
Operating activities:
Net income for the period		5,004	14,694	18,032	36,500
Adjustments for:
Share of net earnings related to joint venture	6	(5,713	(14,347	(19,087	(34,881
Depreciation	11	37	41	74	83
Share-based compensation	9, 11	593	734	1,933	979
Finance income	12	(2,186	(2,678	(4,598	(5,491
Finance expense		9	9	17	18
Unrealized foreign exchange gain		(28	(147	(23	(86
Operating cash flow before working capital changes		(2,284	(1,694	(3,652	(2,878
Change in non-cash working capital	14	(850	678	(4,161	1,017
Cash used in operating activities		(3,134	(1,016	(7,813	(1,861
Investing activities:
Redemption of preferred shares in joint venture	5	-	15,000	5,000	37,500
Acquisition of exploration and evaluation assets, net of cash acquired	7	-	-	(1,470	-
Expenditures on property, plant and equipment		(1	(4	(15	(30
Interest received		286	202	314	258
Cash provided by investing activities		285	15,198	3,829	37,728
Financing activities:
Shares repurchased under normal course issuer bid	8(c)	-	(280	-	(2,296
Shares issued upon exercise of stock options	9(a)	174	365	431	365
Office lease payments		(33	(28	(63	(58
Cash provided by (used in) financing activities		141	57	368	(1,989
Impact of foreign exchange on cash and cash equivalents		21	113	13	(38
(Decrease) increase in cash and cash equivalents during the period		(2,687	14,352	(3,603	33,840
Cash and cash equivalents, beginning of period		61,235	50,597	62,151	31,109
Cash and cash equivalents, end of period		58,548	64,949	58,548	64,949
Supplemental cash flow information	14

All values are in US Dollars.

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

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<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 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, V7X 1L3. The Company's common shares trade on the Toronto Stock Exchange ("TSX") and NYSE American Exchange ("NYSE American") under the ticker symbol "GAU".

The Company's principal business activity is the operation of the Asanko Gold Mine ("AGM") through a 50:50 joint venture arrangement (the "JV") associated with the Company's 45% economic interest in the AGM (see note 6) and exploration and development of the JV's mineral property interests. The Government of Ghana has a 10% free-carried interest in the AGM. The AGM consists of two neighboring gold projects, the Obotan Project and the Esaase Project, both located in the Amansie West District of the Republic of Ghana ("Ghana"), West Africa.

In addition to its interest in the AGM, the Company holds gold concessions in various stages of exploration. The concessions include a portfolio of Ghanaian properties through its 50% interest in the JV and the 100% owned Asumura property in Ghana, in addition to exploration properties in Mali 100% owned by the Company.

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 years ended December 31, 2020 and 2019.

The accounting policies followed in these condensed consolidated interim financial statements are the same as those applied in the Company's most recent audited consolidated annual financial statements for the years ended December 31, 2020 and 2019.

These condensed consolidated interim financial statements were authorized for issue and approved by the Board of Directors on August 11, 2021.

(b) Basis of presentation and consolidation

The 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, 2021. 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 as to obtain benefits from its activities.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

2. Basis of presentation (continued)

Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control.

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

The principal subsidiaries and joint arrangements to which the Company is a party, as well as their geographic locations, were as follows as at June 30, 2021:

Subsidiary name	Location	Interest	Classification and accounting method
Galiano Gold South Africa (PTY) Ltd.	South Africa	100%	Consolidated
Galiano International (Isle of Man) Limited	Isle of Man	100%	Consolidated
Galiano Gold (Isle of Man) Limited	Isle of Man	100%	Consolidated
Galiano Mali Exploration SARL^1^	Mali	100%	Consolidated
Galiano Gold Exploration Ghana Limited	Ghana	100%	Consolidated
Asanko Gold Ghana Limited	Ghana	45%	Joint venture; equity method
Adansi Gold Company (GH) Limited	Ghana	50%	Joint venture; equity method
Shika Group Finance Limited	Isle of Man	50%	Joint venture; equity method

^1^ Formerly known as "ABG Mali Exploration SARL".

(c) Accounting standards adopted during the period

There were no new standards effective January 1, 2021 that impacted these condensed consolidated interim financial statements or are expected to have a material effect in the future.

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

The following standards and interpretations, which may be applicable to the Company or the JV, have been issued but are not yet effective as of June 30, 2021:

Amendment to IAS 16

On May 14, 2020, the IASB amended IAS 16 "Property, Plant and Equipment" to prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The amendments are effective for annual periods beginning on or after January 1, 2022 with early adoption permitted. The Company does not expect the amendments to IAS 16 to have a significant impact on its or the JV's financial statements.

3. Significant accounting judgments 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.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

3. Significant accounting judgments and estimates (continued)

The Company's significant accounting judgments and estimates were presented in note 5 of the audited annual consolidated financial statements for the years ended December 31, 2020 and 2019.

The Company considered the impact of the COVID-19 pandemic on the significant judgments and estimates made in these condensed consolidated interim financial statements and determined that the effects of COVID-19 did not have a material impact on the estimates and judgments applied.

4. Receivable due from related party

Under the terms of the Joint Venture Agreement (the "JVA") that governs the management of the JV (note 6), the Company remains the manager and operator of the JV and receives an arm's length fee for services rendered to the JV of $6.2 million per annum (originally $6.0 million, but adjusted annually for inflation).

During the three and six months ended June 30, 2021, the Company earned a service fee of $1.2 million and $2.5 million, respectively, as operator of the JV (three and six months ended June 30, 2020 - $1.2 million and $2.4 million, respectively).  For the three and six months ended June 30, 2021, the service fee was comprised of a gross service fee of $1.5 million and $3.1 million, respectively, less withholding taxes payable in Ghana of $0.3 million and $0.6 million (three and six months ended June 30, 2020 - gross service fee of $1.5 million and $3.1 million, respectively, less withholding taxes payable in Ghana of $0.3 million and $0.6 million). As at June 30, 2021, the Company had a receivable due from the JV in respect of the service fee in the amount of $4.7 million, net of withholding taxes (December 31, 2020 - $2.7 million).

All transactions with related parties have occurred in the normal course of operations and were measured at the exchange amount agreed to by the parties. All amounts are unsecured, non-interest bearing and have no specific terms of settlement.

5. Financial assets

As part of the JV transaction with Gold Fields (note 6), the Company initially subscribed to 184.9 million non-voting fixed redemption price redeemable preferences shares in Shika Group Finance Limited (the "preference shares"), which were issued at a par value of $1 per redeemable share. The preference shares have no fixed redemption date. As these preference shares have no contractual fixed terms of repayment that arise on specified dates, they are measured at fair value through profit or loss at each reporting period-end.

The following table summarizes the change in the carrying amount of the Company's preference shares held in the joint venture:

	June 30, 2021		December 31, 2020
	Number of shares
Balance, beginning of period	137,400		78,299	108,025
Fair value adjustment for the period	-		4,434	7,774
Redemption of preferred shares during the period	(5,000	)	(5,000	(37,500
Balance, end of period	132,400		77,733	78,299

All values are in US Dollars.

During the six months ended June 30, 2021, the JV redeemed $5.0 million of the Company's preference shares, bringing the Company's holding to 132.4 million preference shares in the JV as at June 30, 2021 (December 31, 2020 - 137.4 million preference shares).

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

5. Financial assets (continued)

As at June 30, 2021, the Company re-measured the fair value of the redeemable preference shares to $77.7 million (applying a discount rate of 11.6%) resulting in the recognition of a positive fair value adjustment of $2.1 million and $4.4 million in finance income for the three and six months ended June 30, 2021, respectively (three and six months ended June 30, 2020 - positive fair value adjustment of $2.5 million and $5.2 million, respectively, recognized in finance income). These preference shares are classified as a Level 3 financial asset in the fair value hierarchy.

6. Investment in Joint Venture

On July 31, 2018, the Company completed a transaction (the "JV Transaction") with a subsidiary of Gold Fields Limited ("Gold Fields"), following which:

• the Company and Gold Fields each own a 45% economic interest in Asanko Gold Ghana Limited ("AGGL"), which owns the AGM, with the Government of Ghana retaining a 10% free-carried interest in the AGM;
• the Company and Gold Fields each own a 50% interest in Adansi Gold Company (GH) Limited ("Adansi Ghana"), which owns a number of exploration licenses; and
• the Company and Gold Fields each acquired a 50% interest in the JV entity, Shika Group Finance Limited ("Shika").

As the JV is structured within the legal entities of AGGL, Adansi Ghana and Shika, the JV represents a joint venture as defined under IFRS 11 - Joint Arrangements, and the Company commenced equity accounting for its interest in the JV effective July 31, 2018.

The following table summarizes the change in the carrying amount of the Company's investment in the AGM joint venture:

	June 30, 2021	December 31, 2020
	$	$
Balance, beginning of period	59,159	-
Company's share of the JV's net income for the period	19,087	59,159
Balance, end of period	78,246	59,159

The Company's share of the net earnings of the JV was $5.7 million and $19.1 million for the three and six months ended June 30, 2021, respectively (three and six months ended June 30, 2020 - share of net earnings of $14.3 million and $34.9 million, respectively).

Operating and financial results of the AGM JV for the three and six months ended June 30, 2021 and 2020

Summarized financial information for the Company's investment in the JV, on a 100% basis, is outlined in the table below.

All disclosures in this note 6 are on a 100% JV basis, unless otherwise indicated. The JV applies the same accounting policies as the Company.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

6. Investment in Joint Venture (continued)

Three and six months ended June 30, 2021 and 2020

		Three months ended June 30,		Six months ended June 30,
****	****	2021	2020	2021	2020
****	Notes
Revenues	(i)	95,219	101,539	206,024	206,313
Production costs	(ii)	(62,208	(44,856	(119,309	(86,060
Depreciation and depletion	(vi)	(10,192	(15,732	(22,409	(25,683
Royalties	(ii)	(4,761	(5,077	(10,301	(10,316
Income from mine operations		18,058	35,874	54,005	84,254
Exploration and evaluation expenditures		(2,642	(2,120	(5,438	(3,805
General and administrative expenses		(2,449	(1,798	(5,454	(3,641
Income from operations		12,967	31,956	43,113	76,808
Finance expense	(xi)	(778	(675	(1,642	(1,222
Finance income		57	98	110	159
Foreign exchange gain		459	520	854	1,801
Net income after tax for the period	****	12,705	31,899	42,435	77,546
Company's share of net     income of the JV for the period		5,713	14,347	19,087	34,881

All values are in US Dollars.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

6. Investment in Joint Venture (continued)

The assets and liabilities of the AGM JV, on a 100% basis, as at June 30, 2021 and December 31, 2020 were as follows:

	****	June 30, 2021	December 31, 2020
	Note	$	$
Assets	****		****
Current assets	****		****
Cash and cash equivalents	(xii)	41,310	64,254
Receivables		14,256	10,820
Inventories	(iii)	80,794	81,675
Prepaid expenses and deposits		3,639	4,841
Financial assets		-	68
VAT receivable		21,020	8,911
		161,019	170,569
Non-current assets	(iii), (iv), (v), (vi)	292,704	280,769
Total assets		453,723	451,338
Liabilties		****
Current liabilities		****
Accounts payable and accrued liabilities		68,904	73,102
Revolving credit facility	(vii)	-	30,000
Lease liability	(viii)	5,966	5,608
Asset retirment provisions	(ix)	3,801	1,025
		78,671	109,735
Non-current liabilities
Lease liability	(viii)	-	113
Long-term incentive plan liability		161	596
Asset retirement provisions	(ix)	73,230	71,668
		73,391	72,377
Total liabilities		152,062	182,112
Equity	(x)	301,661	269,226
Total liabilities and equity	****	453,723	451,338
**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated
---

6. Investment in Joint Venture (continued)

The Company has provided the following incremental disclosures for stakeholders to evaluate the financial performance and financial condition of the AGM. All amounts in the following tables and descriptions are on a 100% basis.

(i) Revenues

AGGL has an offtake agreement with a special purpose vehicle of RK Mine Finance Trust I ("Red Kite") with the following details (the "Offtake Agreement"):

• sale of 100% of the future gold production from the AGM up to a maximum of 2.2 million ounces to Red Kite;

• Red Kite to pay for 100% of the value of the gold ten business days after shipment;

• a provisional payment of 90% of the estimated value will be made one business day after delivery;

• the gold sale price will be a spot price selected during a nine-day quotational period following shipment of gold from the mine;

• performance obligations of the AGM are satisfied once the refining outturn report is provided to Red Kite; and

• should AGGL wish to terminate the Offtake Agreement, a termination fee will be payable according to a schedule dependent upon the amount of gold delivered under the Offtake Agreement at the time of termination.

During the three and six months ended June 30, 2021, the AGM sold 53,348 and 116,273 ounces of gold, respectively, to Red Kite under the Offtake Agreement (three and six months ended June 30, 2020 - 61,357 and 129,177 ounces, respectively).

Included in revenue of the AGM is $0.2 million and $0.4 million relating to by-product silver sales for the three and six months ended June 30, 2021, respectively (three and six months ended June 30, 2020 - $0.2 million and $0.4 million, respectively).

As of June 30, 2021, the AGM has delivered 1,199,453 ounces to Red Kite under the Offtake Agreement. The Offtake Agreement was not affected by the JV Transaction and will remain in effect until all contracted ounces have been delivered to Red Kite or AGGL elects to terminate the Offtake Agreement and pay the associated termination fee.

(ii) Production costs and royalties

The following is a summary of production costs by nature, on a 100% basis, incurred during the three and six months ended June 30, 2021 and 2020:

****	Three months ended June 30,		Six months ended June 30,
****	2021	2020	2021	2020
****
Raw materials and consumables	(13,479	(14,264	(26,596	(27,493
Salaries and employee benefits	(9,797	(9,503	(19,721	(18,139
Contractors (net of deferred stripping costs)	(28,406	(25,110	(62,730	(54,176
Change in stockpile, gold-in-process<br>  and gold dore inventories	(5,493	7,830	(212	21,432
Insurance, government fees, permits and other	(4,978	(3,623	(9,802	(7,299
Share-based compensation	(55	(186	(248	(385
Total production costs	(62,208	(44,856	(119,309	(86,060

All values are in US Dollars.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

6. Investment in Joint Venture (continued)

During the three months ended June 30, 2021, the AGM recognized a $1.3 million downward adjustment to the carrying value of its stockpile inventory, of which $0.9 million was recorded as production costs and $0.4 million was recorded as depreciation expense (three months ended June 30, 2020 - $1.7 million downward adjustment to the carrying value of stockpile inventory, of which $1.2 million was recorded as production costs and $0.5 million recorded as depreciation expense).

During the six months ended June 30, 2021, the AGM recognized a $0.6 million downward adjustment to the carrying value of its stockpile inventory, of which $0.3 million was recorded as production costs and $0.3 million recorded as depreciation expense (six months ended June 30, 2020 - $14.5 million reversal of previously recorded net realizable value adjustments on stockpile inventory, of which $6.5 million was credited against production costs and $8.0 million was credited against depreciation expense).

All of the AGM's concessions are subject to a 5% gross revenue royalty payable to the Government of Ghana. The AGM's Akwasiso mining concession is also subject to an additional 2% net smelter return royalty payable to the previous owner of the mineral tenement, and the AGM's Esaase mining concession is also subject to an additional 0.5% net smelter return royalty payable to the Bonte Liquidation Committee, both of which are presented in production costs.

(iii) Inventories

The following is a summary of inventories held by the AGM, on a 100% basis, as at June 30, 2021 and December 31, 2020:

	June 30, 2021	December 31, 2020
Gold dore on hand	3,121	8,197
Gold-in-process	1,245	1,814
Ore stockpiles	58,467	54,701
Materials and spare parts	23,299	22,152
Total inventories	86,132	86,864
Less non-current inventories:
Ore stockpiles	(5,338	(5,189
Total current inventories	80,794	81,675

All values are in US Dollars.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

6. Investment in Joint Venture (continued)

(iv) Reclamation deposit

The AGM is required to provide security to the Environmental Protection Agency of Ghana ("EPA") for the performance by the AGM of its reclamation obligations in respect of its mining leases. The reclamation deposit accrues interest and is carried at $1.9 million as of June 30, 2021 (December 31, 2020 - $1.9 million).

The AGM deposits the reclamation deposit in a Ghanaian bank and the reclamation deposit is required to be held until receiving a final reclamation completion certificate from the EPA. The AGM is expected to be released from this requirement 45 days following the third anniversary of the date that the AGM receives a final completion certificate.

During 2020, the AGM updated its reclamation bond for the Obotan deposit. Total security expected to be provided to the EPA totals $15.6 million and comprises a reclamation deposit of $4.7 million (including the $1.9 million previously paid) and a bank guarantee of $10.9 million, 50% of which was provided by the Company (note 10). The additional cash reclamation deposit of $2.8 million is expected to be paid in the third quarter of 2021.

During 2020, the AGM also finalized its reclamation bond for the Esaase deposit. The security provided to the EPA totaled $1.1 million and comprised a reclamation deposit of $0.2 million and a bank guarantee of $0.9 million, 50% of which was provided by the Company (note 10). The cash reclamation deposit of $0.2 million is expected to be paid in the third quarter of 2021.

(v) Right-of-use assets

The following table shows the movement in the right-of-use asset related to the service and lease agreements of the AGM for the six months ended June 30, 2021 and year ended December 31, 2020:

****	June 30, 2021	December 31, 2020
Balance, beginning of period	2,873	9,429
Recognition of mining contractor services agreements entered into<br>  during the period	7,586	5,604
Depreciation expense	(6,105	(9,407
Derecognition associated with termination of contractor services<br>  agreement	-	(2,753
Balance, end of period	4,354	2,873

All values are in US Dollars.

(vi) Mineral properties, plant and equipment

Additions to mineral properties, plant and equipment

During the three and six months ended June 30, 2021, the AGM capitalized $10.5 million and $17.3 million, respectively, in expenditures related to mineral properties, plant and equipment ("MPP&E"), excluding capitalized deferred stripping costs and asset retirement costs (three and six months ended June 30, 2020 - additions of $16.3 million and $22.2 million, respectively).

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

6. Investment in Joint Venture (continued)

Of the $10.5 million and $17.3 million capitalized to MPP&E during the three and six months ended June 30, 2021, $1.0 million and $2.4 million, respectively, was capitalized exploration costs relating to properties with existing defined mineral reserves (three and six months ended June 30, 2020 - $1.9 million and $2.4 million capitalized as exploration costs, respectively).

Deferred stripping

During the three and six months ended June 30, 2021, the AGM deferred a total of $4.1 million and $5.1 million, respectively, of stripping costs to depletable mineral interests (three and six months ended June 30, 2020 - additions of $2.7 million and $5.6 million, respectively).

Depreciation and depletion

During the three months ended June 30, 2021, the AGM recognized depreciation and depletion expense of $8.9 million on MPP&E, while a further $1.3 million of depreciation was expensed that was previously capitalized to the cost of inventories (three months ended June 30, 2020 - depreciation and depletion expense of $11.2 million on MPP&E, while a further $4.5 million of depreciation was expensed that was previously capitalized to the cost of inventories).

During the six months ended June 30, 2021, the AGM recognized depreciation and depletion expense of $20.7 million on MPP&E, while a further $1.7 million of depreciation was expensed that was previously capitalized to the cost of inventories (six months ended June 30, 2020 - depreciation and depletion expense of $30.9 million on MPP&E, of which $5.2 million was allocated to the cost of inventories).

(vii) Revolving credit facility

In October 2019, the JV entered into a $30.0 million revolving credit facility (the "RCF") with Rand Merchant Bank ("RMB"). The term of the RCF is three years, maturing in September 2022, and bears interest on a sliding scale of between LIBOR plus a margin of 4% and LIBOR plus a margin of 3.8%, depending on the security granted to RMB. Commitment fees in respect of any undrawn portion of the RCF will accrue on a similar sliding scale of between 1.33% and 1.40%. The JV utilized the full value of the RCF on March 30, 2020.  During the six months ended June 30, 2021, the JV repaid in full the $30.0 million then outstanding on the RCF and as such the balance of the RCF as of June 30, 2021 was $nil (December 31, 2020 - $30.0 million).

During the three and six months ended June 30, 2021, the AGM recognized interest expense and other fees associated with the RCF of $0.2 million and $0.5 million, respectively (three and six months ended June 30, 2020 - $0.3 million and $0.4 million, respectively).

(viii) Lease liability

The following table shows the movement in the lease liability related to the service and lease agreements of the AGM for the six months ended June 30, 2021 and year ended December 31, 2020:

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

6. Investment in Joint Venture (continued)

****	June 30, 2021	December 31, 2020
Balance, beginning of period	5,721	23,205
Recognition of lease agreements entered into during the period	7,586	5,604
Lease payments made during the period	(7,504	(17,160
Interest expense	163	732
Derecognition associated with termination of contractor<br>     services agreement	-	(6,660
Total lease liability, end of period	5,966	5,721
Less: current lease liability	(5,966	(5,608
Total non-current lease liability, end of period	-	113

All values are in US Dollars.

(ix) Asset retirement provisions

The following table shows the movement in the asset retirement provisions of the AGM for the six months ended June 30, 2021 and year ended December 31, 2020:

	June 30, 2021	December 31, 2020
Balance, beginning of period	72,693	56,148
Accretion expense	589	550
Change in estimated obligation	3,800	16,149
Reclamation undertaken during the period	(51	(154
Balance, end of period	77,031	72,693
Less: current portion of asset retirement provisions	(3,801	(1,025
Total non-current portion of asset retirement provisions	73,230	71,668

All values are in US Dollars.

The asset retirement provisions consist of reclamation and closure costs for the JV's Ghanaian 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, 2021, the AGM's reclamation cost estimates were discounted using a long-term risk-free discount rate of 1.5% (December 31, 2020 - 1.0%).

(x) Preferred shares

The following table shows the movement in the JV partners' preferred share investments in the JV for the six months ended June 30, 2021 and year ended December 31, 2020:

	June 30, 2021	December 31, 2020
Balance, beginning of period	274,880	349,880
Distributions to partners during the period	(10,000	(75,000
Balance, end of period	264,880	274,880

All values are in US Dollars.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

6. Investment in Joint Venture (continued)

(xi) Finance expense

The following is a summary of finance expenses incurred by the AGM JV during the three and six months ended June 30, 2021 and 2020:

	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
Losses on hedging instruments	(192	-	(281	-
Interest on lease liabilities (note viii)	(70	(192	(163	(487
Accretion charges on asset<br>   retirement provisions (note ix)	(267	(114	(589	(250
Interest and fees associated<br>   with RCF (note vii)	(201	(343	(512	(433
Other	(48	(26	(97	(52
Total	(778	(675	(1,642	(1,222

All values are in US Dollars.

(xii) The cash flows of the AGM, on a 100% basis, were as follows for the three and six months ended June 30, 2021 and 2020:

	Three months ended June 30,		Six months ended June 30,
****	2021	2020	2021	2020
****
Cash provided by (used in):
Operating cash flow before<br>     working capital changes	23,523	44,269	66,446	100,787
Operating activities	10,822	48,829	46,176	85,799
Investing activities	(9,427	(22,579	(20,721	(27,882
Financing activities	(19,504	(33,941	(48,397	(53,722
Impact of foreign exchange on<br>    cash and cash equivalents	21	(37	(2	(122
(Decrease) increase in cash and cash equivalents during the period	(18,088	(7,728	(22,944	4,073
Cash and cash equivalents, beginning of period	59,398	55,559	64,254	43,758
Cash and cash equivalents, end of period	41,310	47,831	41,310	47,831

All values are in US Dollars.

Subsequent to June 30, 2021, the AGM collected $13.9 million of its outstanding VAT receivable.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

7. Exploration and evaluation assets

During Q1 2021, the Company acquired a 100% interest in ABG Mali Exploration SARL ("Galiano Mali") from a subsidiary of Barrick Gold Corporation for total cash consideration of $1.5 million. Galiano Mali holds exploration licenses (no stated mineral reserves or resources) on the Senegal Mali Shear Zone located in Mali, West Africa. The concessions cover over 167km^2^.

As a result of this transaction, the Company recognized a $1.6 million exploration and evaluation asset as at June 30, 2021, which includes $0.1 million of acquisition-related costs.

During the three and six months ended June 30, 2021, the Company incurred $0.4 million of exploration and evaluation expenditures on the Mali properties (three and six months ended June 30, 2020 - nil for both periods).

8. Share capital

(a) Authorized:

Unlimited common shares without par value or restrictions.

(b) Issued and outstanding common shares

	Number of shares		Amount
	****
Balance, December 31, 2019	225,098,810		578,385
Issued pursuant to exercise of stock options	1,912,775		2,661
Shares repurchased and cancelled under normal course<br>   issuer bid (note 8(c))	(2,758,063	)	(2,296
Balance, December 31, 2020	224,253,522		578,750
Issued pursuant to exercise of stock options (note 9(a))	689,931		841
Balance, June 30, 2021	224,943,453		579,591

All values are in US Dollars.

(c) Normal course issuer bid

The Company received approval from the TSX to commence a normal course issuer bid ("NCIB") on November 15, 2019 to purchase up to 11,310,386 common shares, representing 5% of the Company's issued and outstanding common shares.

All common shares purchased by the Company under the NCIB were purchased at the market price at the time of acquisition in accordance with the rules and policies of the TSX and NYSE American and applicable securities laws. All common shares acquired by the Company under the NCIB were cancelled and purchases were funded out of the Company's working capital. The NCIB had a term of one-year and was terminated on November 14, 2020.

During the term of the NCIB, the Company repurchased and cancelled a total of 3,866,983 common shares for $3.3 million, at a weighted average price of $0.84 per share, of which 2,758,063 common shares were repurchased and cancelled during the six months ended June 30, 2020.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

8. Share capital (continued)

(d) At-the-Market Offering ("ATM")

On June 25, 2020, the Company entered into an ATM agreement with H.C. Wainwright & Co. and Cormark Securities (the "Agents"). Under the ATM agreement, the Company may, at its discretion and from time-to-time during the term of the ATM agreement, sell through the Agents common shares of the Company for aggregate gross proceeds to the Company of up to $50.0 million (the "Offering"). The Company expects to use any net proceeds of the Offering for general corporate and working capital requirements, including, but not limited to, funding exploration activity on the Company's wholly owned early-stage exploration properties in Ghana and Mali, funding the Company's working capital requirements, repaying indebtedness outstanding from time to time, completing future acquisitions and/or for other corporate purposes.

Sales of common shares will be made through "at-the-market distributions" as defined in the Canadian Securities Administrators' National Instrument 44-102 - Shelf Distributions, including sales made directly on the NYSE American Stock Exchange ("NYSE American"), or any other recognized marketplace upon which the Company's common shares are listed or quoted or where the common shares are traded in the United States. No offers or sales of common shares will be made in Canada on the Toronto Stock Exchange or other trading markets in Canada. The Company will pay the Agents a commission of 3.0% of the aggregate gross proceeds from each sale of common shares. The Company will determine, in its sole discretion, the date, price and number of common shares to be sold under the Offering, if any.  Any common shares sold in the Offering will be distributed at market prices or prices related to prevailing market prices from time to time. The Company is not required to sell any common shares in the Offering at any time.

The Offering is being made by way of a prospectus supplement dated June 25, 2020 (the "Prospectus Supplement") to the Company's existing U.S. registration statement on Form F-10 (the "Registration Statement") and Canadian short form base shelf prospectus (the "Base Shelf Prospectus") each dated June 11, 2020. The Prospectus Supplement relating to the Offering has been filed with the securities commissions in each of the provinces and territories of Canada (other than Québec) and with the U.S. Securities and Exchange Commission (the "SEC"). The Prospectus Supplement and the Registration Statement are available on the SEC's website and the Prospectus Supplement (together with the related Base Shelf Prospectus) is available on the SEDAR website maintained by the Canadian Securities Administrators.

In addition, in connection with Gold Fields Limited's ("GF") existing pre-emptive right to maintain its 9.9% pro rata ownership interest in the Company, the Company has agreed to sell to GF, from time to time during the term of the Offering at GF's election, on a private basis, such number of common shares as represent 9.9% of the common shares issued under the Offering, if any.

As of June 30, 2021, the Company has not issued any common shares under the Offering.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

9. Equity reserves and long-term incentive plan awards

Under the Company's Share Unit Plan, the Company is able to issue a combination of equity‐settled restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs") up to 5% of the outstanding common shares of the Company, provided that the total number of stock options and equity‐settled RSUs, PSUs and DSUs do not exceed 9% of the Company's outstanding common shares. The Company's Board (at its sole discretion) may designate grants of RSUs, PSUs and DSUs to be settled in either cash, equity or a combination thereof.

(a) Stock options

The Company maintains a rolling stock option plan providing for the issuance of stock options to its directors, officers, employees and other service providers. Options granted vest in 1/3 increments every twelve months following the grant date for a total vesting period of three years. Stock options have a maximum term of 5 years following the grant date.

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

	Number of Options		Weighted average exercise price
	****		C$
Balance, December 31, 2019	12,568,362		1.93
Granted	4,676,000		1.39
Exercised	(1,912,775	)	1.33
Cancelled/Expired/Forfeited	(7,000,767	)	1.88
Balance, December 31, 2020	8,330,820		1.81
Granted	4,947,000		1.55
Exercised	(689,931	)	1.02
Cancelled/Expired/Forfeited	(1,198,719	)	1.89
Balance, June 30, 2021	11,389,170		1.73

During the three and six months ended June 30, 2021, the Company recognized $0.5 million and $0.7 million of share-based compensation expense relating to stock options (three and six months ended June 30, 2020 - $0.3 million and $0.2 million of share-based compensation expense relating to stock options, respectively).  Additionally, during the three and six months ended June 30, 2021, 380,231 and 689,931 stock options were exercised at weighted average exercise prices of C$1.01 and C$1.02 per option for total aggregate cash proceeds of $0.2 million and $0.4 million, respectively (three and six months ended June 30, 2020 - 481,957 stock options exercised for total proceeds of $0.4 million).  As at June 30, 2021, there was a receivable of $0.1 million relating to exercised stock options (December 31, 2020 - nil).

(b) Restricted Share Units

The following table is a reconciliation of the movement in the number of RSUs outstanding for the six months ended June 30, 2021 and year ended December 31, 2020:

	Number of RSUs
****	June 30, 2021		December 31, 2020
Balance, beginning of period	2,421,200		2,243,255
Granted	306,400		2,371,700
Settled in cash	(884,951	)	(844,361	)
Cancelled/Forfeited	(570,382	)	(1,349,394	)
Balance, end of period	1,272,267		2,421,200
**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated
---

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

All RSUs granted during the period vest in 1/3 increments every twelve months following the grant date for a total vesting period of three years.

The RSUs granted are cash-settled awards and, therefore, represent a financial liability which is required to be marked-to-market at each reporting period end with changes in fair value recognized in the Statement of Operations and Comprehensive Income. For the three and six months ended June 30, 2021, the Company recognized a credit to share-based compensation expense of $10 and an expense of $0.1 million, net of forfeitures, respectively, in relation to RSUs (three and six months ended June 30, 2020 - $0.4 million and $0.7 million, respectively).

As at June 30, 2021, the Company recognized a financial liability for cash-settled RSUs of $0.6 million (December 31, 2020 - $1.7 million). The financial liability associated with the cash-settled awards is recorded in accounts payable and accrued liabilities, for amounts expected to be settled within one year, and a separate non-current liability for amounts to be settled in excess of one year. The following table is a reconciliation of the movement in the RSU liability for the six months ended June 30, 2021 and year ended December 31, 2020:

	June 30, 2021	December 31, 2020
****
Balance, beginning of period	1,658	1,001
Awards vested during the period, net of cancelled/forfeited awards	81	1,460
Settled in cash during the period	(1,105	(803
Total RSU liability, end of period	634	1,658
Less: current portion of RSU liability	(447	(1,046
Total non-current RSU liability, end of period	187	612

All values are in US Dollars.

(c) Performance share units

During the six months ended June 30, 2021, the Company granted 893,400 PSUs, of which 322,400 PSUs were forfeited during the quarter, to officers and employees of the Company (three and six months ended June 30, 2020 - nil).

The PSUs are cash-settled awards and therefore represent a financial liability which is required to be marked-to-market at each reporting period end with changes in fair value recognized in the Statement of Operations and Comprehensive Income. The PSUs vest in 1/3 increments every twelve months following the grant date for a total vesting period of three years and also 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. The PSU performance multiplier ranges from 0% to 150%.

During the three and six months ended June 30, 2021, the Company recognized $64 and $91 of share-based compensation expense, respectively, associated with the PSUs (three and six months ended June 30, 2020 - nil for both periods) and a financial liability of $0.1 million is included in accounts payable and accrued liabilities as at June 30, 2021 (December 31, 2020 - nil).

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

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

(d) Deferred share units

During the six months ended June 30, 2021, the Company granted 784,200 DSUs to directors of the Company (six months ended June 30, 2020 - nil). The DSUs are cash-settled awards and therefore represent a financial liability which is required to be marked-to-market at each reporting period end with changes in fair value recognized in the Statement of Operations and Comprehensive Income.  The DSUs have no vesting terms or conditions and such the Company recognized 100% of the fair value of the DSUs on the grant date in the Statement of Operations and Comprehensive Income. The DSUs will be paid to directors upon their retirement from the Board of Directors of the Company or upon a change of control.

During the three and six months ended June 30, 2021, the Company recognized a credit to share-based compensation expense of $33 and an expense of $0.9 million, respectively, in relation to DSUs (three and six months ended June 30, 2020 - nil for both periods) and the corresponding $0.9 million liability was presented within accounts payable and accrued liabilities as at June 30, 2021 (December 31, 2020 - nil).

(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 will vest 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 value of 1,000,000 common shares (in C$) 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 as a long-term incentive plan liability. For the three and six months ended June 30, 2021, the Company recognized share-based compensation expense of $0.1 million and $0.2 million, respectively, in relation to the phantom share units (three and six months ended June 30, 2020 - nil for both periods) and a financial liability of $0.2 million is included in long-term incentive plan liabilities as at June 30, 2021 (December 31, 2020 - $0.1 million).

10. Commitments and contingencies

Commitments

The following table reflects the Company's contractual obligations as they fall due, excluding commitments and liabilities of the JV, as at June 30, 2021 and December 31, 2020:

	Within<br>1 year	1 - 5 years	Over<br>5 years	At June 30,<br>2021	At December 31, 2020
Accounts payable and accrued liabilities	1,334	-	-	1,334	2,478
Long-term incentive plan (cash-settled awards)	1,363	456	-	1,819	1,714
Corporate office leases	134	279	169	582	627
Total	2,831	735	169	3,735	4,819

In addition to the above commitments, the Company has provided a parent company guarantee on the unfunded portion of the AGM's reclamation bond in the amount of $5.9 million.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

10. Commitments and contingencies (continued)

Contingencies

Due to the nature of its business, the Company and/or its affiliates 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.

11. General and administrative expenses

The following is a summary of general and administrative expenses incurred during the three and six months ended June 30, 2021 and 2020. The general and administrative expenses for the period presented include, but are not limited to, those expenses incurred in order to earn the service fee as operators of the JV (note 4).

	Three months ended June 30,		Six months ended June 30,
****	2021	2020	2021	2020
Wages, benefits and consulting	(2,540	(1,894	(4,495	(3,626
Office, rent and administration	(234	(225	(511	(387
Professional and legal	(216	(398	(361	(524
Share-based compensation	(593	(734	(1,933	(979
Travel, marketing, investor<br>   relations and regulatory	(159	(266	(329	(633
Depreciation and other	(37	(41	(74	(83
Total	(3,779	(3,558	(7,703	(6,232

All values are in US Dollars.

12. Finance income

The following is a summary of finance income earned during the three and six months ended June 30, 2021 and 2020:

	Three months ended June 30,		Six months ended June 30,
****	2021	2020	2021	2020
	$	$	$	$
Fair value adjustment on<br>   redeemable preference shares (note 5)	2,111	2,516	4,434	5,166
Interest income and other	75	162	164	325
Total	2,186	2,678	4,598	5,491
**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated
---

13. Income per share

For the three and six months ended June 30, 2021 and 2020, the calculation of basic and diluted income per share is based on the following data:

		Six months ended June 30,
	2020	2021	2020
	$	$	$
Earnings ()
Net income after tax for the     period	14,694	18,032	36,500
Number of shares
Weighted average number of      ordinary shares - basic	222,612,623	224,511,162	223,385,994
Effect of dilutive share options	1,028,240	618,206	723,921
Weighted average number of   ordinary shares - diluted	223,640,863	225,129,368	224,109,915

All values are in US Dollars.

For the three and six months ended June 30, 2021, 7,295,000 and 9,589,000 stock options outstanding, respectively, were excluded from the calculation of diluted weighted average shares as they were determined to be anti-dilutive.

For the three and six months ended June 30, 2020, 600,603 and 1,175,658 stock options outstanding, respectively, were excluded from the calculation of diluted weighted average shares as they were determined to be anti-dilutive.

14. Supplemental cash flow information

The following table summarizes the changes in non-cash working capital for the three and six months ended June 30, 2021 and 2020:

	Three months ended June 30,		Six months ended June 30,
****	2021	2020	2021	2020
		$
Receivables and receivable due<br>   from related party	(1,246	16	(2,077	1,527
Prepaid expenses	238	189	284	110
Accounts payable and accrued<br>   liabilities	158	473	(2,368	(620
Change in non-cash working capital	(850	678	(4,161	1,017

All values are in US Dollars.

15. Segmented information

Geographic Information

As at June 30, 2021, the Company has only one reportable operating segment being the corporate function with its head office in Canada.  Total assets in West Africa include the Company's 45% interest in the AGM JV as well as the Company's 100% owned exploration and evaluation assets in Ghana and Mali.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

15. Segmented information (continued)

Geographic allocation of total assets and liabilities

June 30, 2021	Canada	West Africa	Total
	$	$	$
Current assets	63,628	62	63,690
Property, plant and equipment and right-of-use assets	533	-	533
Other non-current assets	-	157,607	157,607
Total assets	64,161	157,669	221,830
Current liabilities	2,595	207	2,802
Non-current liabilities	820	-	820
Total liabilities	3,415	207	3,622
December 31, 2020	Canada	West Africa	Total
---	---	---	---
	$	$	$
Current assets	65,541	-	65,541
Property, plant and equipment and right-of-use assets	591	-	591
Other non-current assets	-	137,458	137,458
Total assets	66,132	137,458	203,590
Current liabilities	3,618	-	3,618
Non-current liabilities	1,089	-	1,089
Total liabilities	4,707	-	4,707

Geographic allocation of the Statement of Operations and Comprehensive Income

For the three months ended:

June 30, 2021	Canada	West Africa	Total
		$	$
Share of net earnings related to joint venture	-	5,713	5,713
Net (loss) income before tax	(382	5,386	5,004
Income tax expense	-	-	-
Net (loss) income after tax	(382	5,386	5,004
June 30, 2020	Canada	West Africa	Total
		$	$
Share of net earnings related to joint venture	-	14,347	14,347
Net income before tax	347	14,347	14,694
Income tax expense	-	-	-
Net income after tax	347	14,347	14,694

All values are in US Dollars.

**GALIANO GOLD INC.**NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020<br>Expressed in Thousands of United States Dollars unless otherwise stated

15. Segmented information (continued)

For the six months ended:

June 30, 2021	Canada	West Africa	Total
		$	$
Share of net earnings related to joint venture	-	19,087	19,087
Net (loss) income before tax	(686	18,718	18,032
Income tax expense	-	-	-
Net (loss) income after tax	(686	18,718	18,032

All values are in US Dollars.

June 30, 2020	Canada	West Africa	Total
	$	$	$
Share of net earnings related to joint venture	-	34,881	34,881
Net income before tax	1,619	34,881	36,500
Income tax expense	-	-	-
Net income after tax	1,619	34,881	36,500

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, 2021 and 2020

(Expressed in United States dollars)

TABLE OF CONTENTS

1. Second quarter 2021 highlights	3
2. Business overview	4-6
3. Results of the AGM	7-14
4. Financial results of the Company	15-16
5. Selected quarterly financial data	17
6. Guidance and outlook	18
7. Liquidity and capital resources	19-21
8. Non-GAAP measures	22-26
9. Summary of outstanding share data	26
10. Related party transactions	26
11. Critical accounting policies and estimates	26-27
12. Risks and uncertainties	27-28
13. Internal control	28-29
14. Qualified person	29
15. Cautionary statements	29-33
GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
---

This Management's Discussion and Analysis ("MD&A") of Galiano Gold Inc. ("Galiano" or the "Company") has been prepared by management as of August 11, 2021 and should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2021 and 2020 and the notes related thereto.

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 profile at www.sedar.com and the Company's website: www.galianogold.com.

Unless otherwise specified, all financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS" or "GAAP") as issued by the International Accounting Standards Board. All dollar amounts herein are expressed in United States dollars ("US dollars") unless stated otherwise. 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><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

1. Second quarter 2021 highlights

Key Metrics of the Asanko Gold Mine (on a 100% basis)

• Production performance: Gold production of 50,421 ounces during the quarter.  Year-to-date production of 110,420 ounces.
• Strong financial results: Reported gold revenue of $95.1 million generated from 53,348 gold ounces sold at an average realized price of $1,782/oz, net income after tax of $12.7 million and Adjusted EBITDA^1^ of $19.3 million during the quarter.
• Cost performance: Total cash costs per ounce^1^ of $1,236 and all-in sustaining costs^1^ ("AISC") of $1,497/oz during the quarter, in line with expectations.
• Revised cost guidance: Full year production is expected at the lower end of guidance of 225,000-245,000 ounces, while cost guidance has been revised from AISC^1^ of $1,100-$1,300/oz to $1,350-$1,450/oz.  Refer to section "6. Guidance and outlook" for further details.
• Consistent milling performance: The processing plant continued to operate above design delivering a quarterly milling performance of 1.5 million tonnes ("Mt") at an average plant feed grade of 1.1g/t with metallurgical recovery also well above design achieving 94% recovery.
• Mine development: Advanced development of Akwasiso Cut 3 with stripping activities on schedule for ore delivery in Q3 2021.
• Focus on exploration: Infill drilling program at Miradani North completed and on track to deliver maiden resource estimate in the latter part of 2021.  Step-out drilling on the Greater Miradani trend is ongoing.
• Excellence in safety: There were no lost-time injuries ("LTI") nor total recordable injuries ("TRI") reported during the quarter, resulting in 12-month rolling LTI and TRI frequency rates of 0.10 and 0.49 per million employee hours worked, respectively.
• Stable liquidity: $41.3 million in cash, $13.4 million in gold sales receivables and $3.1 million in gold on hand as of June 30, 2021. Repaid remaining $15.0 million outstanding on the revolving credit facility ("RCF") during the quarter, JV is now debt-free.
• Environmental responsibility: The AGM received its full Cyanide Code Certification after completion of an independent third-party cyanide management audit.

Highlights of the Company

• Stable balance sheet: Cash on hand of $58.5 million and $4.9 million in receivables as at June 30, 2021, while remaining debt-free.
• Investing in exploration: Initiated a soil sampling and detailed mapping program on exploration properties in Mali and Ghana to identify targets for trenching and follow-on drilling programs.
• Strong earnings: Generated net income after tax of $5.0 million or $0.02 per share during the quarter and Adjusted EBITDA^1^ of $6.1 million.
• Changes to senior leadership: Appointed Matt Badylak, the Company's former Chief Operating Officer ("COO"), to the position of President and Chief Executive Officer ("CEO").  Mr. Badylak also joined the Company's Board of Directors.

_________________________________ ^1^ See "8. Non-GAAP measures"

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

2. Business overview

Galiano holds a 45% economic interest in the Asanko Gold Mine (the "AGM") and gold exploration tenements (collectively the "joint venture" or "JV") on the Asankrangwa Gold Belt in the Republic of Ghana ("Ghana"), West Africa. Galiano is the operator of the joint venture and receives an annual service fee from the JV of $6.2 million. Gold Fields Limited ("Gold Fields") owns a 45% economic interest in the AGM JV, with the Government of Ghana owning a 10% free-carried interest.

The AGM is a multi-deposit complex, with two main deposits, Nkran and Esaase, multiple satellite deposits and a carbon-in-leach processing plant, with a current nameplate capacity of 5.4 million tonnes per annum.

In addition to its interest in the AGM, the Company holds gold concessions in various stages of exploration in Ghana and Mali.

Galiano's vision is to build a sustainable business capable of long-term value creation for its stakeholders through a combination of exploration, accretive M&A activities and the disciplined deployment of its financial resources. The Company's shares are listed on the Toronto Stock Exchange ("TSX") and the NYSE American Exchange under the symbol "GAU".

Key business developments in 2021

Changes to executive management

During Q2 2021, the Company announced that Greg McCunn had stepped down as CEO and as a director of the Company. Matt Badylak, the Company's former COO, was appointed to the position of CEO and also joined the Company's Board of Directors. Mr. Badylak has held a number of senior management roles in operations over his 20 years of mining experience across North America, Australia, Asia and Africa and holds a Bachelor of Science in Extractive Metallurgy & Chemistry from Murdoch University in Perth.

Early-Stage Exploration

Asumura (Ghana, West Africa)

The Company's wholly owned Asumura property is located along the northwestern boundary of the Sefwi gold belt, approximately 65km southwest and along strike from Newmont Corporation's Ahafo mine. The Asumura property consists of the Asumura, Fosukrom and Pomaakrom concessions, collectively covering approximately 247km^2^, and are jointly referred to as the Asumura property. The local geological setting and north-easterly trending structures and cross structures result in multiple areas of exploration interest on a significant land package in Ghana.

A program of soil sampling and geological mapping was completed during the quarter.  Results to date suggest the area be trenched to investigate the continuity of mineralization subsurface to better define and identify potential drilling targets.

Galiano Mali (Mali, West Africa)

During Q1 2021, the Company acquired 100% of ABG Mali Exploration SARL ("Galiano Mali") from a subsidiary of Barrick Gold for consideration paid of $1.5 million.  This property is strategically located on the Senegal Mali Shear zone, host to large gold deposits, including Loulo-Gounkoto and Fekola to the south and Sadiola and Yatela to the north. The concessions cover over 167km^2^.

Environmental, Social and Corporate Governance

On July 1, 2021, the AGM received its full Cyanide Code Certification after completion of an independent third-party cyanide management audit. The AGM has aligned its approach to cyanide management at all operations with the International Cyanide Management Code for the Manufacture, Transport and Use of Cyanide in the Production of Gold (the "Cyanide Code"), which is recognized as an international best practice.  Refer to section "3. Results of the AGM" for further details.

Galiano has commissioned an independent human rights impact assessment and the results of this study may result in additional changes to the Company's governance processes.  In addition, the Company has also established an independent tailings review panel to help advise the Sustainability Committee of the Board on managing risks and implementing best practices with respect to the AGM's tailings management facility. This panel includes renowned experts in geochemistry, hydrology and geotechnical and geological engineering and compliments the existing managerial and technical skill sets at the AGM, Galiano corporate, as well as the contracted Engineer-of-Record to oversee the tailings management facility.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Work continued on assessing the development of the Company's climate change adaptation plan. This includes the examination of renewable energy sources, energy efficiencies and risk management strategies in terms of mitigating future impacts of climate change to the business and our stakeholders. In collaboration with its JV partner, the Company also undertook an International Council of Mining and Metals ("ICMM") Performance Expectations readiness self-assessment exercise in Q1 2021 and developed an action log in Q2 2021 which will support future efforts towards alignment of the ICMM Mining Principles.

Galiano plans to release its 2020 annual sustainability report in the latter part of 2021.

COVID-19 Update

The JV continues to operate in all material respects with ongoing monitoring and physical distancing protocols in place in accordance with the Ghanaian Ministry of Health Guidelines. The AGM has established additional protocols and procedures to manage any confirmed cases of COVID-19, including contact tracing, rapid testing and isolation of affected persons. The AGM has a polymerase chain reaction testing machine capable of processing up to 40 samples per day which is in the process of being certified by the Ghana health authorities. Additionally, dedicated on-site accommodations are available to isolate infected and suspected-to-be-infected individuals, limiting on-site cross contamination and expediting return to work timelines. As a result, though there have been several confirmed cases of COVID-19 among the operational personnel at the AGM, to date the AGM's operations have been able to continue uninterrupted in all material respects with the majority of confirmed cases cleared and those employees resuming normal duties after completing a two-week isolation. The AGM has provided vaccine education training to its employees and vaccination roll-out is ongoing.

The Company's offices in Vancouver and Accra are observing local regulations with restrictions and protocols in place.

The AGM's primary refiner, based in South Africa, continues to receive shipments and refine gold doré from the AGM at pre-pandemic levels.  Given the recent events and civil unrest in South Africa, the AGM has verified that its primary refiner has risk mitigation policies and procedures in place, including contingencies to refine doré in facilities outside of South Africa, to ensure uninterrupted delivery and refining of the AGM's gold doré.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Financial and operating highlights

	Three months ended June 30,			Six months ended June 30,
(All amounts in 000's of US dollars, unless otherwise stated)	2021		2020	2021	2020
Galiano Gold Inc.
Net income after tax	5,004		14,694	18,032	36,500
Adjusted EBITDA^1^	6,110		18,489	21,939	40,372
Asanko Gold Mine (100% basis)
Financial results
Revenue	95,219		101,539	206,024	206,313
Income from mine operations	18,058		35,874	54,005	84,254
Net income after tax	12,705		31,899	42,435	77,546
Adjusted EBITDA^1^	19,329		44,517	58,516	95,909
Cash generated from operating activities	10,822		48,829	46,176	85,799
Free cash flow^1^	(2,894	)	22,559	17,595	49,534
AISC margin^1^	15,204		35,832	52,788	85,903
Key mine performance data
Gold produced (ounces)	50,421		69,026	110,420	135,359
Gold sold (ounces)	53,348		61,357	116,273	129,177
Average realized gold price ($/oz)	1,782		1,651	1,768	1,594
Operating cash costs ($ per gold ounce)^1^	1,147		725	1,014	659
Total cash costs ($ per gold ounce)^1^	1,236		807	1,102	738
All -in sustaining costs ($ per gold ounce)^1^	1,497		1,067	1,314	929
GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
---

3. Results of the AGM

All results of the AGM in this section are on a 100% basis, unless otherwise noted. The Company's attributable economic interest in the AGM is 45%.

3.1 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, 2021 and 2020, unless otherwise noted.

	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
Key mine performance data of the AGM (100% basis)
Ore tonnes mined (000 t)	1,333	1,361	3,174	3,271
Waste tonnes mined (000 t)	9,073	8,128	18,625	15,178
Total tonnes mined (000 t)	10,406	9,489	21,799	18,449
Strip ratio (W:O)	6.8	6.0	5.9	4.6
Average gold grade mined (g/t)	1.2	1.4	1.3	1.5
Mining cost ($/t mined)	3.03	3.59	3.17	3.74
Ore transportation from Esaase (000 t)	1,261	482	2,131	930
Ore transportation cost ($/t trucked)	6.20	7.82	6.32	8.03
Ore tonnes milled (000 t)	1,475	1,638	2,919	3,038
Average mill head grade (g/t)	1.1	1.4	1.2	1.5
Average recovery rate (%)	94%	94%	94%	94%
Processing cost ($/t treated)	9.87	9.77	10.09	10.40

a) Health and Safety

There were no LTIs nor TRIs reported during the quarter and the AGM has now achieved 7.0 million employee hours worked without a reported lost-time injury. The AGM's LTI and TRI frequency rates for the six months ended June 30, 2021 were nil per million employee hours worked.

b) Mining

During Q2 2021, the AGM primarily sourced ore from the Esaase Main pit, which delivered 1.3Mt of ore at an average gold grade of 1.2g/t and a strip ratio of 4.9:1. At the Akwasiso pit, waste stripping activities for the Cut 3 pushback, which commenced in late March 2021, were ongoing with 2.6Mt of waste mined during the quarter. Cut 3 is forecast to achieve steady state ore production during Q3 2021.

Mining cost per tonne for Q2 2021 was $3.03 compared to $3.59 during Q2 2020, a decrease of 16%. The lower mining cost per tonne in Q2 2021 was predominantly due to volume differences as higher total tonnes were mined during Q2 2021, which had the effect of decreasing certain fixed mining costs on a per unit basis. As well, a higher proportion of mined tonnes were sourced from Esaase (as opposed to Nkran in Q2 2020), which attracts a lower relative unit cost for load and haul and drill and blast. Ore rehandle costs were also lower in Q2 2021 resulting in a $0.08/t reduction in mining costs relative to Q2 2020.

At Esaase, the AGM continued to advance a study to refine the structural, geological and mineralization models augmented with a targeted infill drilling program to derive a more nuanced appreciation of the geological controls on mineralization and to better define the higher-grade variability observed in the areas mined during the two years of operations at Esaase. In addition, investigations are underway to examine the modeling methodologies and most appropriate data density required to further understand the grade distribution within the Esaase deposit. The objective of this work is to improve reconciliation between the Mineral Resource Estimate and the grade control model culminating in an updated Mineral Resource and Reserve Estimate with an anticipated effective date of June 30, 2021 which the Company expects to release in the latter part of 2021 (refer to section "6. Guidance and outlook").

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

c) Processing

The AGM produced 50,421 ounces of gold during Q2 2021, as the processing plant achieved milling throughput of 1.5Mt of ore at a grade of 1.1g/t and metallurgical recovery averaging 94% (above design). The gold feed grade processed through the mill was marginally lower than that mined during the quarter as the AGM supplemented ore mined from Esaase with lower grade stockpile material while Akwasiso Cut 3 stripping activities were ongoing.

Processing cost per tonne for Q2 2021 was $9.87 compared to $9.77 during Q2 2020, an increase of 1%. The higher processing cost per tonne in Q2 2021 was predominantly due to volume differences as higher total tonnes treated in Q2 2020 had the effect of decreasing certain fixed processing costs on a per unit basis during the prior period. Partly offsetting the volume variance were higher plant maintenance costs in Q2 2020 ($0.8 million decrease quarter-on-quarter).

d) Total cash costs and AISC

For the three and six months ended June 30, 2021, total cash costs per ounce^1^ were $1,236 and $1,102, respectively, compared to the three and six months ended June 30, 2020 of $807 and $738, respectively.  Total cash costs were 53% and 49% higher in Q2 2021 and YTD 2021, respectively, relative to the prior periods primarily due to the impact of the following factors:

• lower gold sales volumes in Q2 2021 which had the effect of increasing fixed production costs on a per unit basis (Q2 2021: $161/oz increase; YTD 2021: $110/oz increase);
• ore transportation costs were higher in Q2 2021 associated with trucking ore from Esaase to the process plant as Esaase was the sole source of mined ore during the quarter (Q2 2021: $76/oz increase; YTD 2021: $52/oz increase);
• total cash costs^1^ in 2020 benefitted from the reversal of previously recorded net realizable value adjustments on stockpile inventory of which $6.5 million was credited to production costs, whereas in 2021 the AGM recognized a downward adjustment to its stockpile inventory of which $0.3 million was recorded in production costs (YTD 2021: $127/oz increase); and
• the AGM recognized a gain on termination of a mining contractor services lease agreement in Q2 2020 which was recorded as a credit to production costs (Q2 2021: $60/oz increase; YTD 2021: $28/oz increase).

Relative to Q1 2021, total cash costs per ounce^1^ were higher in Q2 2021, increasing by 25% from $989/oz to $1,236/oz. The increase in total cash costs per ounce^1^ from Q1 2021 was primarily due to the impact of lower gold sales volumes in Q2 2021 which had the effect of increasing fixed production costs on a per unit basis ($188/oz increase). Ore transportation costs from Esaase to the process plant were also higher in Q2 2021 ($41/oz increase) as Esaase was the sole source of mined ore to feed the processing plant.

For the three and six months ended June 30, 2021, AlSC^1^for the AGM amounted to $1,497/oz and $1,314/oz, respectively, compared to AISC^1^ of $1,067/oz and $929/oz for the three and six months ended June 30, 2020, respectively. The increase in AlSC^1^from Q2 2020 to Q2 2021 was predominantly due to a $429/oz increase in total cash costs and a $17/oz increase in general and administrative expenses. General and administrative expenses were higher than the prior quarter due to consulting costs incurred as part of strategic initiative to review and improve the AGM's supply chain and procurement processes over the life of mine.

Relative to Q1 2021, AlSC^1^ for Q2 2021 increased from $1,158/oz to $1,497/oz, an increase of 29%. The increase in AISC^1^ was primarily due to a $247/oz increase in total cash costs as discussed above. Additionally, sustaining capital expenditures were higher than in Q2 2021 ($78/oz increase) relating to the raise of the tailings storage facility ("TSF") and purchase of spare mill girth gears.

For the three and six months ended June 30, 2021, the AGM incurred non-sustaining capital and exploration expenditures (net of changes in payables) of $5.2 million and $15.6 million, respectively, compared to $14.6 million and $19.8 million during the comparative periods in 2020. Non-sustaining capital expenditures of $10.2 million (cash basis) during 2021 related primarily to the resettlement of the Tetrem village near Esaase and construction of water treatment plants, while $5.4 million of non-sustaining exploration expenditures related to the AGM's drilling programs, specifically on the Miradani and Abore tenements (refer to section "3.2 Development and exploration update").

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

e) Environmental, Social and Corporate Governance

The Company believes that a comprehensive sustainability program is integral to meeting its strategic objectives as it will assist the JV to positively support relationships with its stakeholders, improve its risk management, reduce the AGM's cost of production and both directly and indirectly benefit the communities that the JV and the Company operate in, beyond the life of the JV's mines. The Company's most recent annual sustainability report is available on the Company's website at www.galianogold.com and has also been distributed electronically to local and national stakeholders in Ghana.

The Company has adopted the International Council for Mining and Metals health and safety injury classification and methodology with an objective to provide a more accurate picture of the Company and JV's safety behaviour as well as assist in benchmarking more directly against respective peers for health and safety performance going forward.

The Company has also formed an independent review panel to advise the Company on how to effectively manage and mitigate risks with respect to the AGM's tailings storage facility. This panel includes renowned experts in geochemistry, hydrology, geotechnical and geological engineering. Additionally, the Company commissioned an independent human rights impact assessment of the AGM which reflects Galiano's commitment to our newly adopted Human Rights Policy. This assessment will be completed in Q4 2021 and may result in additional changes to our governance practices to ensure ongoing alignment to evolving international best practices. The Company, in collaboration with its JV partner, undertook studies and follow-up action items with respect to the International Council for Mining and Metals Performance Expectations readiness self-assessment exercise as well as a Climate Change Vulnerability Risk Assessment.

On July 1, 2021, the AGM received its full Cyanide Code Certification after completion of an independent third-party cyanide management audit. The AGM has aligned its approach to cyanide management at all operations with the International Cyanide Management Code for the Manufacture, Transport and Use of Cyanide in the Production of Gold (the "Cyanide Code"), which is recognized as an international best practice.  Furthermore, the AGM has fully integrated the Cyanide Code principles and standards of practice into its Health, Safety and Environmental Management Systems to protect human health and reduce the potential for environmental impacts. Certification under the Cyanide Code is a significant achievement for the AGM and reflects the Company's ongoing commitment to adhering to international mining industry best practices.

3.2 Development and exploration update

The following discussion relates to the AGM's current and planned development activities (on a 100% basis), as well as the exploration work performed during the period on tenements held within the JV's land package.

a) Tetrem Village Relocation

During the quarter, the resettlement of the Tetrem village was completed with all housing and other village structures handed over to the local residents. Expenditures on the project in YTD 2021 amounted to $4.2 million.

b) Exploration

The JV holds a district-scale land package of 21,300 hectares on the Asankragwa Gold Belt. During Q2 2020, Galiano announced the exploration strategy for the JV that was developed in collaboration with the JV partner with the three key objectives being:

i) Near term - to replace depletion from mining activity in 2020 and 2021.

ii) Medium term - to improve the business plan for 2023 to 2026 by delineating Mineral Reserves by the end of 2022 that have superior overall economics to Cut 3 at Nkran.

iii) To advance exploration targets with significant potential to be in production to replace Esaase.

The following exploration programs were undertaken during the quarter or are planned to evaluate the current and potential expanded mineralization of each project to improve the mineral resource estimate and to assess the broader potential of each project.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

• Miradani North - this target is located 10km south-west of the processing plant and was drilled in 2019 with no stated resources. Prior small-scale mining operations have left a shallow pit, approximately 400m x 150m with known mineralization extending at depth and along strike. Previous drill results were reported in news releases dated April 30, 2019, November 30, 2020, February 1, 2021, and February 25, 2021. Refer to these news releases for additional information regarding these drill results, including data verification and quality assurance and quality control measures. To-date, over 17,300m of drilling have been completed in 59 holes over three phases of drilling from Q1 2019 to May 2021. Assays have been received for all drill holes that are expected to be included in the planned maiden Resource estimate for Miradani North, expected in the latter part of 2021.

Drilling highlights at Miradani North reported during the quarter included (refer to the Company's new release dated May 20, 2021 for additional details on the drilling results, including data verification and quality assurance and quality control measures):

• Hole TTDD21-080 intersected 40m @ 2.8g/t gold (from 353m to 393m)
• Hole TTDD21-077 intersected 20m @ 4.8g/t gold (from 262m to 282m)
• Hole TTDD21-062 intersected 54m @ 1.7g/t gold (from 161m to 215m)
• Hole TTDD21-076 intersected 22m @ 3.4g/t gold (from 296m to 318m)
• Hole TTDD21-060 intersected 36m @ 1.6g/t gold (from 142m to 178m)
• Hole TTDD21-064 intersected 14m @ 4.4g/t gold (from 197m to 211m)
• Hole TTDD21-064 intersected 34m @ 1.6g/t gold (from 115m to 149m)

Miradani North forms the core to a 4km long prospective corridor. The Miradani Northeast drill program forms part of the Greater Miradani drilling strategy which spans from the northern ends of the Miradani North deposit to the south, designed to expand on known mineralization along strike to the northeast and southwest. A 21-hole first-pass drill program was designed for the Miradani Northeast target to identify potential mineralization along strike of the Miradani North deposit.  During the quarter, 20 holes were completed with 2,772m drilled at Miradani Northeast with assay results pending.

During the quarter, 17 holes of a planned 26-hole drill program at Miradani Central were completed with a total of 2,682m drilled. Final assays are pending laboratory analysis which management will evaluate to assess the merits of a Phase 2 drill program.

• Abore - located 13km north of the processing plant along the Esaase haul road. Drill holes were designed to upgrade existing resources and extensions to the ore body to the north and south.  Mineralization is open along strike to the north-east of the north pit and a follow up drill program of 7,200m commenced in Q1 2021 to test for mineralization to the northeast. During 2021, 37 holes were completed with 5,284m drilled at Abore North and West with assay results pending.
• Midras South - located 5km southwest of the processing plant, previously explored in 2015 and 2017 and currently has no stated resources. The JV has planned a 4,175m drill program targeting definition of the ore body as well as extensions to the south and at depth. Drilling commenced in Q2 2021 with 4 holes completed totaling 762m.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

3.3 Financial results of the AGM

The following tables present excerpts of the financial results of the JV for the three and six months ended June 30, 2021 and 2020. These results are presented on a 100% basis.

Three and six months ended June 30, 2021 and 2020

	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
(in thousands of US dollars)
Revenue	95,219	101,539	206,024	206,313
Cost of sales :
Production costs	(62,208	(44,856	(119,309	(86,060
Depreciation and depletion	(10,192	(15,732	(22,409	(25,683
Royalties	(4,761	(5,077	(10,301	(10,316
Income from mine operations	18,058	35,874	54,005	84,254
Exploration and evaluation expenditures	(2,642	(2,120	(5,438	(3,805
General and administrative expenses	(2,449	(1,798	(5,454	(3,641
Income from operations	12,967	31,956	43,113	76,808
Finance expense	(778	(675	(1,642	(1,222
Finance income	57	98	110	159
Foreign exchange gain	459	520	854	1,801
Net income after tax for the period	12,705	31,899	42,435	77,546
Average realized price per gold ounce sold ($)	1,782	1,651	1,768	1,594
Average London PM fix ($)	1,816	1,711	1,805	1,645
All-in sustaining costs ($ per gold ounce)^1^	1,497	1,067	1,314	929
All-in sustaining margin ($ per gold ounce)^1^	285	584	454	665
All-in sustaining margin ($'000)^1^	15,204	35,832	52,788	85,903

All values are in US Dollars.

Revenue

During Q2 2021, the AGM sold 53,348 ounces of gold at an average realized gold price of $1,782/oz for total revenue of $95.2 million (including $0.2 million of by-product silver revenue). During Q2 2020, the AGM sold 61,357 ounces of gold at an average realized gold price of $1,651/oz for total revenue of $101.5 million (including $0.2 million of by-product silver revenue). The decrease in revenue quarter-on-quarter was a function of a 13% reduction in sales volumes, partly offset by an 8% increase in realized gold prices.

During the six months ended June 30, 2021, the AGM sold 116,273 ounces of gold at an average realized gold price of $1,768/oz for total revenue of $206.0 million (including $0.4 million of by-product silver revenue). During the comparative period of 2020, the AGM sold 129,117 ounces of gold at an average realized gold price of $1,594/oz for total revenue of $206.3 million (including $0.4 million of by-product silver revenue). Revenue was consistent year-on-year due to an 11% improvement in average realized gold prices which was offset by a 10% decrease in sales volumes during 2021.

The AGM continues to sell all the gold it produces to Red Kite under an 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, 2021, 1,199,453 gold ounces have been delivered to Red Kite under the offtake agreement (December 31, 2020 - 1,083,180 gold ounces).

Production costs and royalties

During the three and six months ended June 30, 2021, the AGM incurred production costs of $62.2 million and 119.3 million, respectively, compared to $44.9 million and $86.1 million in the comparative periods of 2020, respectively. Production costs were higher in Q2 2021 and YTD 2021 primarily due to higher operating cash costs per ounce^1^ resulting from an increase in total tonnes mined and an increase in ore transportation costs associated with trucking ore from Esaase to the process plant as a higher proportion of ore was sourced from Esaase.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Production costs for the three and six months ended June 30, 2021 were reported net of capitalized stripping costs of $4.1 million and $5.1 million, respectively (three and six months ended June 30, 2020 - $2.7 million and $5.6 million, respectively).

The Ghanaian government charges a 5% royalty on revenues earned through sales of minerals from the AGM 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; additionally, the AGM's Esaase concession is also subject to a 0.5% net smelter return royalty payable to the Bonte Liquidation Committee. Royalties are presented as a component of cost of sales and amounted to $4.8 million and $10.3 million for the three and six months ended June 30, 2021 (three and six months ended June 30, 2020 - $5.1 million and $10.3 million, respectively). Royalty expense was lower in Q2 2021 due to lower earned revenues.

Depletion and depreciation

Depreciation and depletion on mineral properties, plant and equipment ("MPP&E") incurred during Q2 2021 was $10.2 million as a result of 1.3Mt of ore mined during the quarter. This compares to depreciation and depletion on MPP&E of $15.7 million for Q2 2020 when 1.4Mt of ore was mined. Depreciation and depletion expense on MPP&E decreased from Q2 2020 to Q2 2021 primarily due to the lower depreciation on deferred stripping assets as during Q2 2020 Nkran Cut 2 stripping costs were fully depleted ($2.7 million decrease) and lower gold ounces sold in Q2 2021. Partly offsetting these factors was an increase in depreciation expense on right-of-use assets (capitalized service and lease agreements) and higher depreciation on Esaase mine development costs as a higher proportion of ore was sourced from Esaase during Q2 2021 compared to Q2 2020.

Depreciation and depletion on MPP&E incurred during the six months ended June 30, 2021 was $22.4 million as a result of 3.2Mt of ore mined during the period. This compares to depreciation and depletion on MPP&E of $30.9 million for the six months ended June 30, 2020, when 3.3Mt of ore was mined, of which $5.2 million was allocated to the cost of inventories. Depreciation and depletion expense on MPP&E decreased from 2020 to 2021 primarily due to the lower depreciation on deferred stripping assets as during 2020 Nkran Cut 2 stripping costs were fully depleted ($13.6 million decrease) and lower depreciation on right-of-use assets ($1.1 million decrease). Partly offsetting this factor was higher depreciation on Esaase mine development costs as a higher proportion of ore was sourced from Esaase during 2021 compared to 2020 ($4.8 million increase).

Exploration and evaluation expenditures

During Q2 2021, the AGM incurred exploration expenditure of $3.6 million, $2.6 million of which was expensed through profit or loss as exploration and evaluation ("E&E") expenditures (see 3.2 "Development and exploration update"), compared to $2.1 million of E&E expenditures expensed in Q2 2020. During the six months ended June 30, 2021, the AGM incurred E&E expenditures of $7.8 million, $5.4 million of which was expensed, compared to $3.8 million of E&E expenditures expensed during the same period in 2020. The increase in E&E expenditures was to support the ongoing work associated with updating the AGM's mineral resource estimate, specifically on the Miradani and Abore tenements.

General and administrative ("G&A") expenses

During the three and six months ended June 30, 2021, the AGM incurred G&A expenses of $2.4 million and $5.5 million, respectively, compared to $1.8 million and $3.6 million in the comparative periods of 2020, respectively. The increase in G&A expense for both periods was primarily related to consulting costs incurred as part of a strategic initiative to review and improve the AGM's supply chain and procurement processes over the life of mine, which may result in long-term cost savings.

Finance expense

During Q2 2021, finance expense increased compared to Q2 2020 due to an increase in accretion charges on asset retirement provisions (resulting from an increase to the discount rate from 0.7% in Q2 2020 to 1.5% in Q2 2021) and premiums paid on the JV's gold hedging instruments. This was partly offset by a decrease in interest on lease liabilities as there were fewer service and lease agreements outstanding during Q2 2021.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

For the six months ended June 30, 2021, finance expense increased to $1.6 million from $1.2 million during the comparative period in 2020 due to the reasons mentioned above.

The JV continues to manage the AGM's exposure to gold price risk, with an objective of margin protection, by periodically entering into short-dated hedging programs.

3.4 Cash flow results 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, 2021 and 2020:

	Three months ended June 30,				Six months ended June 30,
AGM 100% Basis (in thousands of US dollars)	2021		2020		2021		2020
Cash provided by:
Operating cash flows before working capital changes	23,523		44,269		66,446		100,787
Operating activities	10,822		48,829		46,176		85,799
Investing activities	(9,427	)	(22,579	)	(20,721	)	(27,882	)
Financing activities	(19,504	)	(33,941	)	(48,397	)	(53,722	)
Impact of foreign exchange on cash and cash equivalents	21		(37	)	(2	)	(122	)
(Decrease) increase in cash and cash equivalents during the period	(18,088	)	(7,728	)	(22,944	)	4,073
Cash and cash equivalents, beginning of period	59,398		55,559		64,254		43,758
Cash and cash equivalents, end of period	41,310		47,831		41,310		47,831

Cash flows from operating activities

During Q2 2021, the AGM generated cash flows from operations of $10.8 million, which was negatively impacted by a $10.1 million decrease in accounts payable and accrued liabilities and an $8.7 million increase in trade and VAT receivables. These factors were partly offset by a $5.3 million decrease in inventories.

The decrease in operating cash flows in Q2 2021 compared to Q2 2020 was primarily the result of a decrease in the JV's mine operating income (excluding depreciation) and a $17.3 million increase in working capital requirements primarily related to VAT receivable. Subsequent to June 30, 2021, the AGM collected $13.9 million of its outstanding VAT receivable.

During the six months ended June 30, 2021, the AGM generated cash flows from operations of $46.2 million, which was negatively impacted by a $16.0 million increase in trade and VAT receivables and a $4.6 million decrease in accounts payable and accrued liabilities.

The decrease in operating cash flows for the six months ended June 30, 2021 compared to the same period in 2020 was primarily the result of a decrease in the JV's mine operating income (excluding depreciation).

Cash used in investing activities

During Q2 2021, the AGM invested $9.5 million in additions to MPP&E. Total cash expenditure on MPP&E during the quarter included $1.6 million in deferred stripping costs, $5.3 million in sustaining capital related primarily to raising the height of the TSF and purchase of spare mill girth gears, $1.6 million in development capital related primarily to the Tetrem village relocation adjacent to the Esaase deposit and ongoing work on the Esaase and Obotan water treatment plants, and $1.0 million in exploration costs relating to tenements with defined mineral reserves.

The decrease in cash flows invested in MPP&E from Q2 2020 to Q2 2021 was primarily due to lower expenditures on development capital ($9.1 million decrease) as the Tetrem village building construction was completed in Q2 2021. Additionally, during Q2 2021 the AGM's spend was lower on sustaining capital ($1.7 million decrease) and deferred stripping ($1.5 million decrease).

During the six months ended June 30, 2021, the AGM invested $20.8 million in additions to MPP&E. Total cash expenditure on MPP&E included $3.9 million in deferred stripping costs, $6.7 million in sustaining capital related primarily to raising the height of the TSF and purchase of spare mill girth gears, $7.8 million in development capital related primarily to the Tetrem village relocation adjacent to the Esaase deposit and ongoing work on the Esaase and Obotan water treatment plants, and $2.4 million in exploration costs relating to tenements with defined mineral reserves.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

The decrease in cash flows invested in MPP&E for the six months ended June 30, 2021 was primarily due to lower development capital primarily related to the Tetrem village relocation ($5.6 million decrease) as the project was completed during 2021, while sustaining capital spend was also lower in 2021 ($1.3 million decrease).

Cash used in financing activities

During Q2 2021, $19.5 million of cash used in financing activities related primarily to a $15.0 million principal payment on the RCF and lease payments of $4.3 million on the JV's services and mining contractor lease agreements.

The decrease in cash used in financing activities from Q2 2020 to Q2 2021 was primarily due to distributions paid to the JV partners totaling $30.0 million in the prior period. This was partly offset by the repayment of the final $15.0 million outstanding on the RCF in Q2 2021.

During the six months ended June 30, 2021, $48.4 million of cash used in financing activities related primarily to preferred share distributions to the JV partners totaling $10.0 million ($5.0 million to each partner), repayment in full of the $30.0 million outstanding on RCF and lease payments of $7.9 million on the JV's services and mining contractor lease agreements.

The decrease in cash used in investing activities from 2020 to 2021 was primarily due to $75.0 million in distributions paid to the JV partners in 2020, which was partly offset by $30.0 million drawn on the RCF in Q1 2020.  Whereas, in 2021, cash used in investing activities included repayment of the $30.0 million drawn on the RCF and a $10.0 million distribution paid to the JV partners ($5.0 million to each partner).

Liquidity position

In October 2019, the JV entered into a $30.0 million RCF with RMB. The term of the RCF is three years, maturing in September 2022, and bears interest on a sliding scale of between LIBOR plus a margin of 4% and LIBOR plus a margin of 3.8%, depending on security granted to RMB. Commitment fees in respect of the undrawn portion of the RCF are on a similar sliding scale of between 1.40% and 1.33%. During the six months ended June 30, 2021, the JV repaid in full the $30.0 million then outstanding on the RCF and as such the balance of the RCF as of June 30, 2021 was $nil (December 31, 2020 - $30.0 million).

As at June 30, 2021, the JV held cash and cash equivalents of $41.3 million, $13.4 million in receivables from gold sales and $3.1 million in gold on hand. This compares to December 31, 2020 when the JV held $64.3 million in cash and cash equivalents (including the then outstanding $30.0 million drawn on the RCF), $10.9 million in receivables from gold sales and $8.2 million in gold on hand.

The Company does not control the funds of the JV. The liquidity of the Company is further discussed in section "7. Liquidity and capital resources".

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

4. Financial results of the Company

The following table is a summary of the Consolidated Statements of Operations and Comprehensive Income of the Company for the three and six months ended June 30, 2021 and 2020.

	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
(in thousands of US dollars, except per share amounts)
Share of net earnings related to joint venture	5,713	14,347	19,087	34,881
Service fee earned as operators of joint venture	1,240	1,221	2,480	2,443
General and administrative expenses	(3,779	(3,558	(7,703	(6,232
Exploration and evaluation expenditures	(373	-	(373	-
Income from operations and joint venture	2,801	12,010	13,491	31,092
Finance income	2,186	2,678	4,598	5,491
Finance expense	(21	(12	(32	(23
Foreign exchange gain (loss)	38	18	(25	(60
Net income and comprehensive income after tax for the period	5,004	14,694	18,032	36,500
Income per s hare attributable to common shareholders:
Basic	0.02	0.07	0.08	0.16
Diluted	0.02	0.07	0.08	0.16
Weighted average number of shares outstanding:
Basic	224,675,424	222,612,623	224,511,162	223,385,994
Diluted	225,294,015	223,640,863	225,129,368	224,109,915

All values are in US Dollars.

Share of net earnings related to the AGM JV

As the Company equity accounts for its interest in the JV, the Company recognized its 45% interest in the net earnings of the JV totaling $5.7 million and $19.1 million for the three and six months ended June 30, 2021 (three and six months ended June 30, 2020 - share of net earnings of $14.3 million and $34.9 million).

Service fee earned as operators of the AGM JV

Under the terms of the Joint Venture Agreement ("JVA"), the Company is the operator of the AGM and, in consideration for managing the operations of the mine, receives a gross annual service fee from the JV of $6.2 million (originally $6.0 million per annum, but adjusted annually for inflation). For the three and six months ended June 30, 2021, the Company earned a gross service fee of $1.5 million (less withholding taxes payable in Ghana of $0.3 million) and $3.1 million (less withholding taxes of $0.6 million), respectively.

During the three and six months ended June 30, 2020, the Company earned a gross service fee of $1.5 million (less withholding taxes of $0.3 million) and $3.1 million (less withholding taxes of $0.6 million), respectively.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

General and administrative expenses

G&A expenses for the three and six months ended June 30, 2021 and 2020 comprised:

	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
(in thousands of US dollars)
Wages, benefits and consulting	(2,540	(1,894	(4,495	(3,626
Office, rent and administration	(234	(225	(511	(387
Professional and legal	(216	(398	(361	(524
Share-based compensation	(593	(734	(1,933	(979
Travel, marketing, investor relations and regulatory	(159	(266	(329	(633
Depreciation and other	(37	(41	(74	(83
Total G&A expense	(3,779	(3,558	(7,703	(6,232

All values are in US Dollars.

G&A expenses in Q2 2021 were $0.2 million higher than Q2 2020 primarily due to a $0.6 million increase in wages, benefits and consulting related to severance payouts to a former senior executive of the Company. Partly offsetting this increase was a reduction in regulatory costs and legal fees as the prior period contained expenses associated with the filing of the Company's base shelf prospectus and entering into an ATM sales agreement (refer to section "7. Liquidity and capital resources").

G&A expenses for the six months ended June 30, 2021 were $1.5 million higher than the comparative period in 2020 primarily due to a $0.9 million increase in share-based compensation expense resulting from granting deferred share units to directors of the Company which have no specific vesting conditions and as such the expense is recognized immediately on the grant date. Additionally, wages, benefits and consulting costs were higher due to severance payouts to a former senior executive of the Company. Partly offsetting these increases were reductions in regulatory costs and legal fees related to filing of the Company's base shelf prospectus and entering into an ATM sales agreement in Q2 2020.

Exploration and evaluation expenditures

During the three months ended June 30, 2021, the Company incurred $0.4 million of exploration expenses related to its Mali properties. Exploration expenditures included license fee renewals, soil sampling and a detailed mapping program to identify targets for trenching and potential future drilling programs.

Finance income

Finance income includes changes in the fair value of the Company's preferred share investment in the JV (which has no fixed redemption date) and interest earned on cash balances. For the three and six months ended June 30, 2021, the Company recognized $2.2 million and $4.6 million, respectively, of finance income which was primarily related to positive fair value adjustments of $2.1 million and $4.4 million, respectively, on the Company's preferred share investments in the JV.

During the three and six months ended June 30, 2020, the Company recognized $2.7 million and $5.5 million of finance income which was primarily related to changes in carrying values of the Company's preferred share investments in the JV.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

5. Selected quarterly financial data

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

	2021		2020				2019
	Q2	Q1	Q4	Q3	Q2	Q1	Q4	Q3
Share of net earnings (loss) related to joint venture	5,713	13,374	18,691	5,587	14,347	20,534	-	(126,047
Service fee earned as operators of joint venture	1,240	1,240	1,240	1,234	1,221	1,222	1,223	1,488
General and administrative expenses	(3,779	(3,924	(3,342	(5,183	(3,558	(2,674	(2,368	(3,199
Exploration and evaluation expenditures	(373	-	-	-	-	-	-	-
Income (loss) from operations and joint venture	2,801	10,690	16,589	1,638	12,010	19,082	(1,145	(127,758
Other income (expenses)	2,203	2,338	1,082	1,567	2,684	2,724	(20,060	(19,758
Net income (loss) after tax for the period	5,004	13,028	17,671	3,205	14,694	21,806	(21,205	(147,516
Basic and diluted income (loss) per share	0.02	0.06	0.08	0.01	0.07	0.10	(0.09	(0.65
EBITDA^1^	2,876	10,664	16,458	1,686	12,069	19,046	(1,200	(127,777
Adjusted EBITDA^1^	6,110	15,829	20,389	7,552	18,489	21,883	12,584	9,441

All values are in US Dollars.

In Q3 2019, the Company recognized an impairment on its equity investment in the AGM JV totaling $128.3 million which was presented as part of the Company's share of the net loss related to the JV. Additionally, in Q3 2019, the Company recognized a $20.0 million downward fair value adjustment on its preferred share investment in the JV which was presented as finance expense.

In Q4 2019, the Company recognized a $20.1 million downward fair value adjustment on its preferred share investment in the JV resulting from the finalization of its work over the AGM LOM plan which was presented as finance expense.

The increase in net earnings related to the JV during 2020 and 2021 was primarily due to higher realized gold prices.  However, during Q3 2020, net earnings related to the JV were lower relative to the other quarters in 2020 due to transitioning mining operations from Nkran to solely Esaase and Akwasiso. In addition, net earnings during Q2 2021 were lower relative to Q1 2021 due to ore being sourced from Esaase and low grade stockpiles while Akwasiso Cut 3 waste stripping was ongoing.

The increase in EBITDA and Adjusted EBITDA^1^ during 2020 and Q1 2021 was primarily a result of the improvement in the Company's interest in the AGM's net income, while the decrease in EBITDA and Adjusted EBITDA^1^ in Q2 2021 was due to the AGM's lower mine operating income.

^___________________________________1^^^See "8. Non-GAAP measures"

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

6. Guidance and outlook

2021 Guidance for the Asanko Gold Mine (100% basis)

For 2021, the AGM's expected gold production is forecast at the lower end of guidance of 225,000 to 245,000 ounces, while AISC^1^ guidance has been revised to $1,350 to $1,450/oz (previously $1,100 to $1,300/oz).

AISC^1^ guidance has been revised upwards due to higher anticipated ore transportation costs as more material will be mined from Esaase and inflationary cost impacts. As disclosed in the Company's Q1 2021 MD&A, AISC^1^ was also affected by the Government of Ghana introducing a number of new levies and taxes impacting the mining industry in the areas of COVID-19 relief, sanitation, pollution and energy.

The mine plan for H2 2021 plans to source ore primarily from Akwasiso and Esaase. These ore sources are expected to be augmented where necessary with run‐of‐mine stockpile material.

Sustaining capital expenditures, which are included in AISC^1^, remain forecast at $20 million (spend to date: $6.7 million), the majority of which is $13 million for a TSF lift (spend to date: $4.0 million).

Development capital is forecast at $23 million (previously $18 million) due to acceleration of certain development activities and also includes costs, as previously disclosed, related to completion of the Tetrem village relocation and construction of water treatment plants at Obotan and Esaase (spend to date: $8.2 million).

In addition, $20 million is budgeted for exploration (spend to date: $7.8 million), mainly around the Miradani mineralized trend and Abore.

2021 Guidance	FY 2020 (Actual)	FY 2021 (Guidance)	Q2 2021 (Actual)	YTD 2021 (Actual)
Gold production (oz)	249,904	225,000 - 245,000	50,421	110,420
AISC^1^ ($/oz)	1,115	1,350 - 1,450 (revised)	1,497	1,314

Mineral Resource and Reserve Update

An updated Mineral Resource and Reserve Estimate with an anticipated effective date of June 30, 2021 is expected to be released in the latter part of 2021 for the AGM. The Mineral Resource and Reserve Estimate is expected to incorporate new exploration and infill drilling, reduced operational costs, higher commodity price assumptions, in-pit mapping information and refined grade estimations which the Company believes will result in a further improvement of the understanding of the ore bodies within the AGM's mineral concessions. The resulting Mineral Resource and Reserve Estimate is expected to reflect the ongoing efforts by the Company and its JV partner to achieve the best value from the AGM in the context of the current operating and metal price environment.

^___________________________________1^^^See "8. Non-GAAP measures"

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

7. Liquidity and capital resources

A key financial objective of the Company is to actively manage its cash balance and liquidity in order to meet the Company's strategic plans, as well as those of the JV in accordance with the JV agreement. The Company shares control of the JV and aims to manage the JV in such a manner as to generate positive cash flows from the AGM's operating activities in order to fund its operating, capital and project development requirements. A summary of the Company's net assets and key financial ratios related to liquidity are as follows.  Note that the June 30, 2021 and December 31, 2020 balances below do not include any assets or liabilities of the JV.

	June 30, 2021	December 31, 2020
(in thousands of US dollars, except outstanding shares and options)	$	$
Cash and cash equivalents	58,548	62,151
Other current assets	5,142	3,390
Non-current assets	158,140	138,049
Total assets	221,830	203,590
Current liabilities	2,802	3,618
Non-current liabilities	820	1,089
Total liabilities	3,622	4,707
Working capital	60,888	61,923
Total equity	218,208	198,883
Total common shares outstanding	224,943,453	224,253,522
Total options outstanding	11,389,170	8,330,820
Key financial ratios
Current ratio	22.73	18.12
Total liabilities -to-equity	0.02	0.02

Subsequent to the JV transaction with Gold Fields, other than the JV service fee, the Company has no current direct sources of revenue and any cash flows generated by the AGM are not within the Company's exclusive control as the disposition of cash from the JV is governed by the JVA. The JVA provides that "Distributable Cash" will be calculated and distributed quarterly, if available. Further information regarding the definition of "Distributable Cash" is included in section "8.3 EBITDA and Adjusted EBITDA". However, given the Company's cash balance, zero debt and ongoing service fee receipts from the JV, the Company believes it is in a position to meet all working capital requirements, contractual obligations and commitments as they fall due (see "Commitments" below) during the next 24 months.

ATM Offering

On June 25, 2020, the Company entered into an ATM agreement with H.C. Wainwright & Co. and Cormark Securities (the "Agents"). Under the ATM agreement, the Company may, at its discretion and from time-to-time during the term of the ATM agreement, sell through the Agents common shares of the Company for aggregate gross proceeds to the Company of up to $50.0 million (the “Offering”). The Company expects to use any net proceeds of the Offering for general corporate and working capital requirements, including, but not limited to, funding exploration activity on the Company's early-stage exploration properties in Ghana and Mali, funding the Company's working capital requirements, repaying indebtedness outstanding from time to time, completing future acquisitions and/or for other corporate purposes.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

No offers or sales of common shares will be made in Canada on the TSX or other trading markets in Canada. The Company will pay the Agents a commission of 3.0% of the aggregate gross proceeds from each sale of common shares. The Company will determine, in its sole discretion, the date, price and number of common shares to be sold under the Offering, if any.  Any common shares sold in the Offering will be distributed at market prices or prices related to prevailing market prices from time to time.

The Offering was made by way of a prospectus supplement dated June 25, 2020 (the "Prospectus Supplement") to the Company's existing U.S. registration statement on Form F-10 (the "Registration Statement") and Canadian short form base shelf prospectus (the "Base Shelf Prospectus") each dated June 11, 2020. The Prospectus Supplement and the Registration Statement are available on the SEC's website and the Prospectus Supplement (together with the related Base Shelf Prospectus) is available on the SEDAR website maintained by the Canadian Securities Administrators.

In addition, in connection with the Gold Fields Limited's ("GF") existing pre-emptive right to maintain its 9.9% pro rata ownership interest in the Company, the Company has agreed to sell to GF, from time to time during the term of the Offering at GF's election, on a private basis, such number of common shares as to represent 9.9% of the common shares issued under the Offering, if any.

As of June 30, 2021, the Company had not issued any common shares under the Offering.

Equity

The Company is financially stable with a total liabilities-to-equity ratio of 0.02 as at June 30, 2021.

Commitments

The following table summarizes the Company's contractual obligations as at June 30, 2021 and December 31, 2020. Note the following table excludes commitments and liabilities of the JV as at June 30, 2021 and December 31, 2020.

					Total	Total
(in thousands of US dollars)	Within 1 year	1 -3 years	4 -5 years	Over 5 years	June 30, 2021	December 31, 2020
Accounts payable and accrued liabilities	1,334	-	-	-	1,334	2,478
Long-term incentive plan (cash-settled awards)	1,363	456	-	-	1,819	1,714
Corporate office leases	134	279	169	-	582	627
Total	2,831	735	169	-	3,735	4,819

In addition to the above commitments, the Company has provided various parent company guarantees related to the unfunded portion of the AGM's reclamation bonds in the amount of $5.9 million.

Contingencies

Due to the nature of its business, the Company and/or the AGM JV 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><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Cash flows

The following table provides a summary of the Company's cash flows for the three and six months ended June 30, 2021 and 2020:

	Three months ended June 30,				Six months ended June 30,
(in thousands of US dollars)	2021		2020		2021		2020
Cash provided by (used in):
Operating cash flows before working capital changes	(2,284	)	(1,694	)	(3,652	)	(2,878	)
Operating activities	(3,134	)	(1,016	)	(7,813	)	(1,861	)
Investing activities	285		15,198		3,829		37,728
Financing activities	141		57		368		(1,989	)
Impact of foreign exchange on cash and cash equivalents	21		113		13		(38	)
(Decrease) increase in cash and cash equivalents during the period	(2,687	)	14,352		(3,603	)	33,840
Cash and cash equivalents, beginning of period	61,235		50,597		62,151		31,109
Cash and cash equivalents, end of period	58,548		64,949		58,548		64,949

Cash used in operating activities

During Q2 2021, the Company utilized cash flows in operations of $3.1 million (three months ended June 30, 2020 - utilized cash flows in operations of $1.0 million) primarily resulting from corporate head office expenses and a $1.2 million increase in receivables. The change in cash flows used in operating activities from Q2 2020 to Q2 2021 was primarily due to an increase in receivables related to the Company's JV service fee.

During the six months ended June 30, 2021, the Company utilized cash flows in operations of $7.8 million (six months ended June 30, 2020 - utilized cash flows in operations of $1.9 million) primarily resulting from corporate head office expenses, a $2.4 million decrease in accounts payable and accrued liabilities and a $2.1 million increase in receivables. The change in cash flows used in operating activities from 2020 to 2021 was primarily due to a reduction in accounts payable and accrued liabilities associated with the payment of short-term and long-term incentive plan awards and an increase in receivables related to the Company's JV service fee.

Cash provided by investing activities

During the three months ended June 30, 2021, cash inflows from investing activities of $0.3 million comprised interest earned on cash balances. During the six months ended June 30, 2021, cash inflows from investing activities of $3.8 million included a $5.0 million distribution from the JV in the form of a preference share redemption which was partly offset by an acquisition of exploration properties in Mali for $1.5 million.

During the three and six months ended June 30, 2020, the Company generated cash of $15.2 million and $37.7 million, respectively, through investing activities, as the Company received distributions from the JV in the form of preference share redemptions.

Cash provided by (used in) financing activities

During the three and six months ended June 30, 2021, cash provided by financing activities of $0.1 million and $0.4 million, respectively, related to proceeds received upon exercise of stock options which was partly offset by lease payments on corporate office space.

During the three months ended June 30, 2020, cash provided by financing activities of $0.1 million related to $0.4 million of proceeds received upon exercise of stock options which was partly offset by $0.3 million of share repurchases under the Company's normal course issuer bid ("NCIB") and lease payments on corporate office space.

During the six months ended June 30, 2020, cash used in financing activities of $2.0 million related to $2.4 million of share repurchases under the Company's NCIB and lease payments on corporate office space. These factors were partly offset by $0.4 million of proceeds received upon exercise of stock options.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

8. Non-GAAP measures

The Company has included certain non-GAAP 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 GAAP, certain investors and other stakeholders use this information to evaluate the Company's operating and financial performance; however, as explained elsewhere herein, these non-GAAP 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 GAAP.

The JV does not calculate this information for use by both JV partners, rather it is calculated by the Company solely for the Company's own disclosure purposes.

8.1 Operating cash costs per ounce and total cash costs per ounce

The Company has included the non-GAAP performance measures of operating cash costs per ounce and total cash costs per ounce on a by-product basis throughout this MD&A. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. 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 per ounce and total cash costs per ounce to monitor the operating performance of the JV. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, some investors use this information to evaluate the Company's performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Other companies may calculate operating cash costs and total cash costs per ounce differently.

The following tables provide reconciliations of operating and total cash costs per gold ounce of the AGM to production costs of the AGM on a 100% basis (the nearest GAAP measure) as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2021 and 2020.

	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
(in thousands of US dollars, except per ounce amounts)
Production costs as reported	62,208	44,856	119,309	86,060
Other adjustments^2 3^	(796	6	(796	(166
Adjusted production costs	61,412	44,862	118,513	85,894
Share-based payment expense included in production costs	(55	(186	(248	(385
By-product revenue	(164	(217	(402	(430
Total operating cash costs	61,193	44,459	117,863	85,079
Royalties	4,761	5,077	10,301	10,316
Total cash costs	65,954	49,536	128,164	95,395
Gold ounces sold	53,348	61,357	116,273	129,177
Operating cash costs per gold ounce sold ($/ounce)	1,147	725	1,014	659
Total cash costs per gold ounce sold ($/ounce)	1,236	807	1,102	738

All values are in US Dollars.

^2^ For the three and six months ended June 30, 2021, total production costs exclude one-time severance charges.

^3^ For the three and six months ended June 30, 2020, total production costs include a gain recognized on the derecognition of a mining contractor services agreement. Productions costs for the three and six months ended June 30, 2020 were adjusted for non-cash supplies inventory writedowns.

8.2 All-in sustaining costs 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 "all-in sustaining costs 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 "all-in sustaining costs per gold ounce", which is a non-GAAP performance measure. The Company believes that the all-in sustaining costs 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 JV's performance and ability to generate cash flow, disposition of which is subject to the terms of the JVA. Other companies may calculate all-in sustaining costs per ounce differently. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

All-in sustaining costs adjust "Total cash costs" for G&A expenses, reclamation cost accretion, sustaining capitalized stripping costs (excludes operating pits which have not achieved steady-state operations) and sustaining capital expenditures. Sustaining capital expenditures, capitalized stripping costs and reclamation cost accretion 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 not considered expansionary in nature as they relate to currently identified reserves and resources. 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. Reclamation cost accretion is included in finance expense in the AGM's results as disclosed in the unaudited condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2021 and 2020.

The following table provides a reconciliation of AISC of the AGM to production costs and various operating expenses of the AGM on a 100% basis (the nearest GAAP measure), as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2021 and 2020.

	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
(in thousands of US dollars except per ounce amounts)	$	$	$	$
Total cash costs (as reconciled above)	65,954	49,536	128,164	95,395
General and adminis trative expenses - JV ^4^	2,418	1,744	5,362	3,504
Sustaining capital expenditures (see table below)	5,312	7,043	6,689	7,982
Sustaining capitalized stripping costs	1,566	3,131	3,927	4,063
Reclamation cost accretion	267	114	589	250
Sustaining lease payments	4,289	3,691	7,860	8,383
Interes t on leas e liabilities	70	192	163	487
All-in sustaining cost	79,876	65,451	152,754	120,064
Gold ounces sold	53,348	61,357	116,273	129,177
All-in sustaining cost per gold ounce sold ($/ounce) - JV	1,497	1,067	1,314	929
Average realized price per gold ounce sold ($/ounce)	1,782	1,651	1,768	1,594
All-in sustaining margin ($/ounce)	285	584	454	665
All-in sustaining margin	15,204	35,832	52,788	85,903

^4^ Excluded from the G&A costs of the AGM is non-cash share-based compensation expense of $30,000 and $91,000 for the three and six months ended June 30, 2021 (three and six months ended June 30, 2020 - $53,000 and $137,000, respectively).

For the three and six months ended June 30, 2021, the Company incurred corporate G&A expenses, net of the JV service fee, of $1.2 million and $2.5 million, respectively, which excludes non-cash share-based compensation expense, depreciation expense and severance payouts totaling $1.3 million and $2.7 million, respectively (three and six months ended June 30, 2020 - G&A expenses, net of the JV service fee, of $1.6 million and $2.7 million, respectively, which excludes non‐cash share‐based compensation expense of $0.7 million and $1.0 million, respectively).

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GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

The Company's attributable gold ounces sold for the three and six months ended June 30, 2021 was 24,007 and 52,323, respectively (three and six months ended June 30, 2020 - 24,543 and 58,130 gold ounces, respectively), resulting in additional all-in sustaining cost for the Company of $51/oz and $48/oz for the periods presented, respectively, in addition to the AGM's all-in sustaining cost presented in the above table (three and six months ended June 30, 2020 - $64/oz and $47/oz, respectively).

The following table reconciles sustaining capital expenditures on a 100% basis for the AGM to the total capital expenditures of the AGM, as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2021 and 2020.

	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
(in thousands of US dollars)
Investing cas h flows of the AGM	9,427	22,579	20,721	27,882
Less:
Sus taining capitalized stripping costs	(1,566	(3,131	(3,927	(4,063
Non-sustaining capital expenditures	(5,225	(8,857	(10,614	(14,218
Change in AP related to capital expenditures not included	2,643	(3,632	427	(1,764
Interest income received	33	84	82	145
Total sustaining capital expenditures	5,312	7,043	6,689	7,982

All values are in US Dollars.

The majority of the non-sustaining capital expenditures during the three and six months ended June 30, 2021 related to the relocation of the Tetrem village near the Esaase deposit and construction of water treatment plants at Obotan and Esaase.

8.3 EBITDA and Adjusted EBITDA

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 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. Other companies may calculate EBITDA and Adjusted EBITDA differently. The JV does not calculate this information for use by both JV partners, rather it is calculated by the Company solely for the Company's own disclosure purposes.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA attributable to the Company based on its economic interest in the JV to net income (the nearest GAAP measure) of the Company per the unaudited condensed consolidated interim annual financial statements of the Company for the three and six months ended June 30, 2021 and 2020. All adjustments are shown net of estimated income tax.

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GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
	Three months ended June 30,		Six months ended June 30,
---	---	---	---	---
	2021	2020	2021	2020
(in thousands of US dollars )
Net income for the period	5,004	14,694	18,032	36,500
Add back (deduct):
Depreciation and depletion	37	41	74	83
Finance income	(2,186	(2,678	(4,598	(5,491
Finance expense	21	12	32	23
EBITDA for the period	2,876	12,069	13,540	31,115
Add back (deduct):
Adjustment for long-term incentive plan compensation	249	734	1,154	979
Share of net earnings related to joint venture	(5,713	(14,347	(19,087	(34,881
Galiano's attributable interest in JV Adjusted EBITDA (below)	8,698	20,033	26,332	43,159
Adjusted EBITDA for the period	6,110	18,489	21,939	40,372

All values are in US Dollars.

The following table reconciles the JV's EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020 to the results of the JV as disclosed in note 6 to the Company's unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2021 and 2020.

	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
(in thousands of US dollars)
JV net income for the period	12,705	31,899	42,435	77,546
Add back (deduct):
JV depreciation and depletion	10,192	15,732	22,409	25,683
JV finance income	(57	(98	(110	(159
JV finance expense	778	675	1,642	1,222
JV EBITDA for the period	23,618	48,208	66,376	104,292
Add back (deduct):
JV mining contractor lease payments (capitalized leases)	(4,289	(3,691	(7,860	(8,383
JV Adjusted EBITDA for the period	19,329	44,517	58,516	95,909
Galiano's attributable interest in JV Adjusted EBITDA for the period	8,698	20,033	26,332	43,159

All values are in US Dollars.

While the above figure reflects an estimate of the Company's "attributable interest" in Adjusted EBITDA generated from the AGM, these funds are not within the Company's exclusive control as the disposition of cash from the JV is governed by the JVA. The JVA provides that "Distributable Cash" will be calculated and distributed quarterly, if available. "Distributable Cash" means an amount to be calculated at each calendar quarter-end, as being the lesser of (i) cash and cash equivalents which are projected at that time to be surplus to all the JV companies taken together, after providing for all amounts anticipated to be required to be paid during a period of at least the ensuing two calendar quarters in order to pay the net obligations (net of anticipated revenues during such two subsequent quarters) which will arise out of the operations contemplated by the current approved program and budget while also providing for retention of a reasonable amount of cash and cash equivalents for working capital, contingencies and reserves, all of which factors shall be considered by the management committee; and (ii) the maximum amount permissible for distributions to shareholders of a particular JV company at that time in accordance with applicable law and the terms of any third party loan or other agreement in effect which limits distributions from the JV companies. Distributable cash is to be paid out by the JV in certain priority generally to interest and principal of loans, redemption of the preferred shares issued by Shika Group Finance (of which shares each partner holds 132.4 million preferred shares as at June 30, 2021, after redemptions paid by the JV in 2019, 2020 and 2021) and finally as dividends on common shares of the JV companies (which the JV partners own 45% each with the Government of Ghana holding 10%).

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GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

8.4 Free Cash Flow

The Company uses the financial measure Free Cash Flow, which is a non-GAAP financial measure, to supplement information in its unaudited condensed consolidated interim financial statements. 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 JV'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 JV adjusted for cash flows associated with sustaining and non-sustaining capital expenditures and payments made to mining 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 on a 100% basis (the nearest GAAP measures), as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2021 and 2020.

	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
(in thousands of US dollars )
Cash flows from operating activities	10,822	48,829	46,176	85,799
Less:
Cash flows used in investing activities	(9,427	(22,579	(20,721	(27,882
Mining contractor leas e payments (capitalized leases)	(4,289	(3,691	(7,860	(8,383
Free Cash Flow for the period	(2,894	22,559	17,595	49,534

All values are in US Dollars.

9. Summary of outstanding share data

As of the date of this MD&A, there were 224,943,453 common shares of the Company issued and outstanding and 11,219,170 stock options outstanding (with exercise prices ranging between C$0.86 and C$4.77 per share). The fully diluted outstanding share count at the date of this MD&A is 236,162,623.

10. Related party transactions

As at June 30, 2021, the Company's related parties are its subsidiaries and the JV, its JV partners, and key management personnel (being directors and executive officers of the Company). During normal course of operations, the Company enters into transactions with its related parties. During the three and six months ended June 30, 2021, all related party transactions were in the normal course of business including compensation payments to key management personnel.

As at June 30, 2021, the Company had a $4.7 million receivable owing from the JV in relation to the Company's service fee earned for being the operator of the JV (December 31, 2020 - $2.7 million).

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 used in the unaudited condensed consolidated interim financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows. The Company's significant accounting judgments and estimates are presented in note 5 of the audited consolidated annual financial statements for the years ended December 31, 2020 and 2019.

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GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

The Company considered the impact of the COVID-19 pandemic on the significant judgments and estimates made in the unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2021 and 2020 and determined that the effects of COVID-19 did not have a material impact on the estimates and judgments applied.

11.2 Changes in Accounting Policies including Initial Adoption

(a) Accounting standards adopted during the period

There were no new standards effective January 1, 2021 that had an impact on the Company's unaudited condensed consolidated interim financial statements or are expected to have a material effect in the future.

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

The following standards and interpretations, which may be applicable to the Company or the JV, have been issued but are not yet effective as of June 30, 2021:

Amendment to IAS 16

On May 14, 2020, the IASB amended IAS 16 "Property, Plant and Equipment" to prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The amendments are effective for annual periods beginning on or after January 1, 2022 with early adoption permitted. The Company does not expect the amendments to IAS 16 to have a significant impact on its or the JV's financial statements.

12. Risks and uncertainties

12.1 Financial instruments & 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, which can be found under the Company's corporate profile on SEDAR at www.sedar.com, and the Company's most recently filed Form 40-F Annual Report, which can be found on EDGAR at www.sec.gov.

Other than as disclosed below, 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 three and six months ended June 30, 2021. These risks, and the risk factors disclosed below, could materially affect the Company's business, operations, prospects and share price and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. 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.

Mine Plan

The Company and its JV partner are currently in the process of preparing a new LOM plan and undertaking other technical work at the AGM, which it expects will be included in an updated Mineral Resource and Reserve Estimate with an anticipated effective date of June 30, 2021. The JV has not yet finalized this technical work or the new LOM plan and, once finalized, the LOM plan (and the updated Mineral Resource and Reserve Estimate) may include changes to the assumptions, estimates, parameters and plans reflected in the AGM's current LOM plan including, but not limited to, changes to the current estimates of in‐situ ounces, ore tonnes to be mined in future periods, strip ratios, head grades, recovery rates, gold price assumptions, mining costs, processing costs, trucking costs, capital and closure costs, as well as discount rates.  Changes to any of these factors may result in negative impacts on the project economics of the AGM, which may impact the Company's equity investment in the JV and the valuation of its preferred shares in the JV. Changes in the new LOM plan from the current LOM plan in a manner that reduces the economic benefit to the Company of its interest in the AGM, including reductions in net present values and internal rates of return, could materially impact the Company's future financial performance.

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GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Financial instruments

As at June 30, 2021, the Company's financial instruments consist of cash and cash equivalents, receivable due from related party, preferred shares in the JV, accounts payable and accrued liabilities and long-term incentive plan liabilities. The Company classifies cash and cash equivalents and the related party receivable as financial assets measured at amortized cost, while accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost. The long-term incentive plan liabilities are a financial liability measured at fair value through profit or loss and fall within Level 3 of the fair value hierarchy.

The credit risk, liquidity risk and market risk associated with the Company's financial instruments are disclosed in note 21 of the consolidated annual financial statements for the years ended December 31, 2020 and 2019.  There were no material changes to credit risk, liquidity risk or market risk during the six months ended June 30, 2021.

Coronavirus

The outbreak of COVID-19 has had a negative impact on global financial conditions and has spread globally, including to Canada and the US. These markets are a significant source of global demand for commodities, including gold. A sustained slowdown in economic growth or demand in these markets, in either case, that is not offset by reduced supply or increased demand from other regions, could have an adverse effect on the price and/or demand for gold.

In addition, outbreaks or the threat of outbreaks of viruses or other infectious diseases or similar health threats, such as COVID-19, could also cause operational and supply chain delays and disruptions (including as a result of governmental regulation and prevention measures), labour shortages and shutdowns or the inability to sell precious metals. **** In the event that the prevalence and impacts of COVID-19 continue to increase, governments, including Ghana's government, may increase regulations and restrictions regarding the flow of labour or products, and the Company's and the JV's operations, suppliers, customers and distribution channels could be severely impacted.

The widespread health crisis caused by COVID-19, and its adverse economic and financial impacts, could adversely affect the Company's or JV's business, financial condition and results of operations and the market price of the Company's common shares.

13. Internal control

13.1 Internal Control over Financial Reporting

Management, including the CEO and 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 three months ended June 30, 2021, 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 judgments 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.

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GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

14. Qualified person

The exploration information in this MD&A has been reviewed and approved by Mr. Greg Collins, Vice President Exploration, of Galiano Gold Inc. 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, please see the Company's news releases dated February 1, 2021, February 25, 2021, and May 20, 2021, and filed on the Company's SEDAR profile at www.sedar.com.  All other technical content in this MD&A has been approved by Mr. Eric Chen, Vice President Mineral Resources, of Galiano Gold Inc. Both Mr. Collins and Mr. Chen are "Qualified Persons" as defined by Canadian National Instrument 43-101 (Standards of Mineral Disclosure).

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 the 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 JV and the Company and the industry and markets in which the JV and the Company operate.  Forward-looking statements include, but are not limited to, statements with respect to:

• the future price of gold;
• the operating plans for the AGM under the JV between the Company and Gold Fields;
• the estimation of Mineral Reserves (as defined below) and Mineral Resources (as defined below) and the timing for the release of such estimations;
• the realization of Mineral Reserve estimates;
• 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;
• capital expenditures that are required to sustain and expand mining activities;
• the timing, costs and project economics associated with the JV's development plans for the AGM;
• cost savings due to initiative to review and improve the AGM’s supply chain and procurement processes over the life of mine;
• the availability of capital to fund the JV's expansion plans and to fund the Company's contributions to the JV's development plans;
• delivery of maiden resource estimate for Miradani North in the latter part of 2021;
• estimates regarding the AGM's consumption of key reagents, consumables, critical spares and diesel fuel; the ability of the AGM to maintain current inventory levels;
• the ability of the AGM to continue to operate during the COVID-19 pandemic;
• the Company's and the AGM's responses to the COVID-19 pandemic and that it will be effective in continuing their operations in the ordinary course;
• gold production and other activities and that they will not be curtailed as a result of the COVID-19 pandemic;
• the AGM's ability to continue to ship doré from the AGM site to be refined; that the doré produced by the AGM will continue to be able to be refined at similar rates and costs to the AGM, or at all;
• advanced development of Akwasiso Cut 3 with stripping activities on schedule for ore delivery in Q3 2021;
• the other current or potential future effects of the COVID-19 pandemic on the Company's business, operations and financial position, including restrictions on the movement of persons (and in particular, the AGM's workforce), restrictions on business activities, including access to the AGM, restrictions on the transport of goods, trade restrictions, increases in the cost of necessary inputs, reductions in the availability of necessary inputs and productivity and operational constraints, will not impact its 2021 production and cost guidance;

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GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

• the Company's continued work to advance a study to refine the structural, geological and mineralization models for Esaase augmented with a targeted infill drilling program and the further investigations to examine the modeling methodologies and data density;
• the next stage of the Company's drilling efforts;
• the timing of the development of new deposits;
• success of exploration activities;
• permitting timelines;
• hedging practices;
• currency exchange rate fluctuations;
• requirements for additional capital;
• government regulation of mining operations;
• environmental risks and remediation measures;
• independent human rights impact assessment of the AGM to be completed in Q4 2021 which may result in additional changes to the Company’s governance practices;
• unanticipated reclamation expenses;
• changes in accounting policies;
• title disputes or claims; and
• limitations on insurance coverage.

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 JV and Company's actual future results or performance are subject to certain risks and uncertainties including but not limited to:

• the outbreak of COVID-19 has had 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 Company's common shares;
• the mineral reserve and resource estimates may change and may prove to be inaccurate;
• life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect;
• actual production, costs, returns and other economic and financial performance may vary from the Company's estimates in response to a variety of factors, many of which are not within the Company's control;
• 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 operations may encounter delays in or losses of production due to equipment delays or the availability of equipment;
• the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures;
• the Company may be unsuccessful in attracting and retaining key personnel;
• labour disruptions could adversely affect the Company's operations;
• 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;

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GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

• 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;
• the Company's exploration programs may not successfully expand its current mineral reserves or replace them with new reserves;
• risks associated with establishing new mining operations;
• 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 growth, future profitability and ability to obtain financing may be impacted by global financial conditions;
• there may be adverse Canadian tax consequences for a foreign controlled Canadian company that acquires the securities of the Company;
• the Company may be a "passive foreign investment company" in its current and future tax years, which may have adverse U.S. federal income tax consequences for U.S. investors;
• as a foreign private issuer, the Company is subject to different U.S. securities laws and rules than a U.S. domestic issuer, which may limit the information publicly available to U.S. investors;
• the Company may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses to the Company;
• shareholders of the Company 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 their common shares, or at all;
• the exercise of stock options or the settlement of the share units and the subsequent resale of such common shares in the public market could adversely affect the prevailing market price and the Company's ability to raise equity capital in the future at a time and price which it deems appropriate;
• 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;
• Company shareholders may be subject to future dilution;
• risks related to the control of AGM cashflows and operation through a joint venture;
• the results of the Company's ongoing work on the new LOM plan for the AGM may have an impact on the projected life of mine cash flows of the AGM;
• risks related to the market price of common shares;
• 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;
• the carrying value of the Company's assets may change and these assets may be subject to impairment charges;
• non-compliance with public disclosure obligations could have an adverse effect on the Company's stock price;
• risks associated with changes in reporting standards;
• the Company's primary asset is held through a joint venture, which exposes the Company to risks inherent to joint ventures, including disagreements with joint venture partners and similar risks;
• the Company may be liable for uninsured or partially insured losses;
• the Company may be subject to litigation;
• damage to Galiano'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 joint venture and the Company and the Company's share price;

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GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

• 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;
• risks related to information systems security threats;
• it may not be possible to enforce actions against certain directors and officers of the Company or the experts named in this document under U.S. federal securities laws; and
• the risk factors described under the heading "Risk Factors" in the Company's Annual Information Form.

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

• the ability of the AGM to continue to operate, produce and ship doré from the AGM site to be refined during the COVID-19 pandemic;
• that the other current or potential future effects of the COVID-19 pandemic on the Company's business, operations and financial position, including restrictions on the movement of persons (and in particular, the AGM's workforce), restrictions on business activities, including access to the AGM, restrictions on the transport of goods, trade restrictions, increases in the cost of necessary inputs, reductions in the availability of necessary inputs and productivity and operational constraints, will not impact its 2021 production and cost guidance;
• the Company and Gold Fields will agree on the manner in which the JV will operate the AGM, including agreement on development plans and capital expenditures;
• the price of gold will not decline significantly or for a protracted period of time;
• 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 JV and the Company to comply with applicable governmental regulations and standards;
• the mining laws, tax laws and other laws in Ghana applicable to the AGM and the JV will not change, and there will be no imposition of additional exchange controls in Ghana;
• the success of the JV and the Company in implementing its development strategies and achieving its business objectives;
• the JV 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 contributions to the JV; and
• the key personnel of the Company and the JV will continue their employment.

The foregoing list of assumptions cannot be considered exhaustive.

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

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

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

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GALIANO GOLD INC.<br><br> <br>MANAGEMENT'S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

15.2 Cautionary note for United States investors

As a British Columbia corporation and a "reporting issuer" under Canadian securities laws, the Company is required to provide disclosure regarding its mineral properties, including the AGM, in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.  In accordance with NI 43-101, the Company uses the terms mineral reserves and resources as they are defined in accordance with the CIM Definition Standards on mineral reserves and resources (the "CIM Definition Standards") adopted by the Canadian Institute of Mining, Metallurgy and Petroleum.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the United States Securities and Exchange Commission (the "SEC") under the U.S. Exchange Act.  All SEC reporting companies, other than those who file under the Canada-U.S. Multijurisdictional Disclosure System ("MJDS"), are required to comply with the new rules for their first fiscal year beginning on or after January 1, 2021 (the "SEC Modernization Rules"). The SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which will be rescinded. The Company is not required to provide disclosure on its mineral properties, including the AGM, under the SEC Modernization Rules as the Company is presently a "foreign private issuer" under the U.S. Exchange Act that files annual reports or registration statements with the SEC under the MJDS Disclosure System between Canada and the United States.

The SEC Modernization Rules include the adoption of terms describing mineral reserves and mineral resources that are "substantially similar" to the corresponding terms under the CIM Definition Standards. As a result of the adoption of the SEC Modernization Rules, SEC will now recognize estimates of "measured mineral resources", "indicated mineral resources" and "inferred mineral resources". In addition, the SEC has amended its definitions of "proven mineral reserves" and "probable mineral reserves" to be "substantially similar" to the corresponding CIM Definitions.

United States investors are cautioned that while the above terms are "substantially similar" to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards.  Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as "proven reserves", "probable reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

United States investors are also cautioned that while the SEC will now recognize "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves.  Accordingly, investors are cautioned not to assume that any "measured mineral resources", "indicated mineral resources", or "inferred mineral resources" that the Company reports are or will be economically or legally mineable. Further, "inferred resources" have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist.  In accordance with Canadian rules, estimates of "inferred mineral resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

United States investors are also cautioned that disclosure of exploration potential is conceptual in nature by definition and there is no assurance that exploration of the mineral potential identified will result in any category of NI 43-101 mineral resources being identified.

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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:

1. Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended June 30, 2021.

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

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

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

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

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

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

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

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

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

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

5.3 Limitation on scope of design:  N/A

6. Reporting changes in ICFR: **** The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2021 and ended on June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 12, 2021

/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, Fausto Di Trapani, Executive Vice President and Chief Financial Officer of Galiano Gold Inc., certify the following:

1. Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended June 30, 2021.

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

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

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

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

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

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

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

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

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

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

5.3 Limitation on scope of design:  N/A

6. Reporting changes in ICFR: **** The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2021 and ended on June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 12, 2021

/s/ Fausto Di Trapani
Fausto Di Trapani<br><br> <br>Executive Vice President and Chief Financial Officer

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

(All dollar amounts are United States dollars unless otherwise stated)

GALIANO GOLD REPORTS Q2 2021 RESULTS

Vancouver, British Columbia, August 12, 2021 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) reports second quarter ("Q2") operating and financial results including results from the Asanko Gold Mine ("AGM"), located in Ghana, West Africa. The AGM is a 50:50 joint venture ("JV") with Gold Fields Ltd (JSE, NYSE: GFI) which is managed and operated by Galiano. All financial information contained in this release is unaudited and reported in US$.

Q2 2021 Asanko Gold Mine Key Metrics (100% basis):

• Production performance: Gold production of 50,421 ounces during the quarter.  Year-to-date production of 110,420 ounces.
• Strong financial results: Reported gold revenue of $95.1 million generated from 53,348 gold ounces sold at an average realized price of $1,782/oz, net income after tax of $12.7 million and Adjusted EBITDA^1^ of $19.3 million during the quarter.
• Cost performance: Total cash costs per ounce^1^ of $1,236 and all-in sustaining costs^1^ ("AISC") of $1,497/oz during the quarter, in line with expectations.
• Revised cost guidance: Full year production is expected at the lower end of guidance of 225,000-245,000 ounces, while cost guidance has been revised from AISC^1^ of $1,100-$1,300/oz to $1,350-$1,450/oz.
• Consistent milling performance: The processing plant continued to operate above design delivering a quarterly milling performance of 1.5 million tonnes ("Mt") at an average plant feed grade of 1.1g/t with metallurgical recovery also well above design achieving 94% recovery.
• Mine development: Advanced development of Akwasiso Cut 3 with stripping activities on schedule for ore delivery in Q3 2021.
• Focus on exploration: Infill drilling program at Miradani North completed and on track to deliver maiden resource estimate in the latter part of 2021.  Step-out drilling on the Greater Miradani trend is ongoing.
• Excellence in safety: There were no lost-time injuries ("LTI") nor total recordable injuries ("TRI") reported during the quarter, resulting in 12-month rolling LTI and TRI frequency rates of 0.10 and 0.49 per million employee hours worked, respectively.
• Stable liquidity: $41.3 million in cash, $13.4 million in gold sales receivables and $3.1 million in gold on hand as of June 30, 2021. Repaid remaining $15.0 million outstanding on the revolving credit facility ("RCF") during the quarter, JV is now debt-free.

__________________________________ ^1^ See "8. Non-GAAP measures"

• Environmental responsibility: The AGM received its full Cyanide Code Certification after completion of an independent third-party cyanide management audit.

Q2 2021 Galiano Gold Highlights:

• Stable balance sheet: Cash on hand of $58.5 million and $4.9 million in receivables as at June 30, 2021, while remaining debt-free.
• Investing in exploration: Initiated a soil sampling and detailed mapping program on exploration properties in Mali and Ghana to identify targets for trenching and follow-on drilling programs.
• Strong earnings: Generated net income after tax of $5.0 million or $0.02 per share during the quarter and Adjusted EBITDA^1^ of $6.1 million.
• Changes to senior leadership: Appointed Matt Badylak, the Company's former Chief Operating Officer, to the position of President and Chief Executive Officer.  Mr. Badylak also joined the Company's Board of Directors.

"It was a challenging quarter for the Asanko Gold Mine, although production was on plan, all-in sustaining costs were higher than budget due to lower plant feed grades. Looking towards the second half of the year, we are revising the AGM's annual AISC^1^ guidance upwards to reflect production at the lower end of guidance, an increase in Esaase ore transportation costs and higher fiscal levies," said Matt Badylak, President and Chief Executive Officer. "Cash flow from operations remain positive at current gold prices, and Galiano's balance sheet remains strong. Long term we remain focused on exploration and further development at the AGM and expect to publish our updated Reserves and Resources in late 2021."

Asanko Gold Mine - Summary of Q2 2021 Operational and Financial Results (100% basis)

Asanko Gold Mine (100% basis)	Q2 2021	Q1 2021	Q4 2020	Q3 2020	Q2 2020
Ore mined ('000t)	1,333	1,841	1,964	958	1,361
Waste mined ('000t)	9,073	9,552	11,773	11,321	8,128
Total mined ('000t)	10,406	11,393	13,737	12,279	9,489
Strip ratio (W:O)	6.8	5.2	6.0	11.8	6.0
Average gold grade mined (g/t)	1.2	1.3	1.4	1.4	1.4
Mining cost ($/t mined)	3.03	3.31	3.20	3.13	3.59
Ore transportation from Esaase ('000 t)	1,261	870	622	581	482
Ore transportation cost ($/t trucked)	6.20	6.48	7.15	7.59	7.82
Ore milled ('000t)	1,475	1,444	1,438	1,467	1,638
Average mill head grade (g/t)	1.1	1.4	1.5	1.1	1.4
Average recovery rate (%)	94	95	95	93	94
Processing cost ($/t treated)	9.87	10.31	10.46	10.80	9.77
Gold production (oz)	50,421	59,999	65,571	48,974	69,026
Gold sales (oz)	53,348	62,925	60,655	53,975	61,357
Average realized gold price ($/oz)	1,782	1,757	1,828	1,861	1,651
Operating cash costs^1^ ($/oz)	1,147	901	801	1,150	725
Total cash costs^1^ ($/oz)	1,236	989	892	1,244	807
Asanko Gold Mine (100% basis)	Q2 2021	Q1 2021	Q4 2020	Q3 2020	Q2 2020
---	---	---	---	---	---
All-in sustaining costs^1^ ($/oz)	1,497	1,158	1,179	1,488	1,067
All-in sustaining margin^1^ ($/oz)	285	599	649	373	584
All-in sustaining margin^1^($m)	15.2	37.7	39.4	20.1	35.8
Revenue ($m)	95.2	110.8	111.1	100.7	101.5
Income from mine operations ($m)	18.1	35.9	46.3	17.4	35.9
Cash provided by operating activities ($m)	10.8	35.4	48.0	18.5	48.8
Free cash flow^1^ ($m)	(2.9)	20.5	21.5	(4.2)	22.6

• There were no LTIs nor TRIs reported during the quarter and the AGM has now achieved 7.0 million employee hours worked without a reported lost-time injury.

• The AGM produced 50,421 ounces of gold during the quarter, as the processing plant achieved milling throughput of 1.5Mt of ore processed at a grade of 1.1g/t and metallurgical recovery averaging 94% (above design).

• Sold 53,348 ounces of gold in Q2 2021 at an average realized gold price of $1,782/oz for total revenue of $95.2 million (including $0.2 million of by-product silver revenue), a decrease of $6.3 million from Q2 2020. The decrease in revenue quarter-on-quarter was a function of a 13% reduction in sales volumes, partly offset by an 8% increase in realized gold prices in Q2 2021.

• Total cost of sales (including depreciation and depletion and royalties) amounted to $77.2 million in Q2 2021, an increase of $11.5 million from Q2 2020. The increase in cost of sales was primarily due to higher cash costs per ounce^1^ as described below.

• The AGM incurred operating cash costs per ounce^1^ of $1,147, total cash costs per ounce^1^of $1,236 and AISC^1^ of $1,497 per ounce in Q2 2021. Total cash costs were higher in Q2 2021 relative to Q2 2020 primarily due to lower gold sales volumes in Q2 2021 which had the effect of increasing fixed production costs on a per unit basis ($161/oz increase) and higher ore transportation costs associated with trucking ore from Esaase to the process plant as Esaase was the sole source of mined ore during the quarter ($76/oz increase).  Additionally, total cash costs in Q2 2020 benefitted from the recording of a gain on termination of a mining contractor services lease agreement which was recorded as a credit to production costs ($60/oz increase).

• Income from mine operations for Q2 2021 totaled $18.1 million compared to $35.9 million in Q2 2020. The decrease in income from mine operations was due to an $11.5 million increase in cost of sales and a $6.3 million decrease in revenues (as described above).

• The AGM generated $10.8 million of cash flows from operating activities (after considering unfavorable working capital changes of $12.7 million) and free cash flow^1^ of negative $2.9 million during Q2 2021. This compares to $48.8 million of cash flows from operating activities (after considering favorable working capital changes of $4.6 million) and $22.6 million of free cash flow^1^ during Q2 2020.  The reduction in free cash flow^1^ was primarily due to a $23.4 million decrease in mine operating income (excluding depreciation).

• Reported Adjusted EBITDA^1^ of $19.3 million in Q2 2021 compared to $44.5 million in Q2 2020.  The decrease in Adjusted EBITDA^1^ was due to lower mine operating income in Q2 2021.

• As at June 30, 2021, the JV held cash and cash equivalents of $41.3 million, $13.4 million in receivables from gold sales and $3.1 million in gold on hand.  During Q2 2021, the JV repaid the remaining $15.0 million outstanding on the RCF and is now debt-free.

Revised 2021 Outlook

For 2021, the AGM's expected gold production is forecast at the lower end of guidance of 225,000 to 245,000 ounces, while AISC^1^ guidance has been revised to $1,350 to $1,450/oz (previously $1,100 to $1,300/oz).

AISC^1^ guidance has been revised upwards due to higher anticipated ore transportation costs as more material will be mined from Esaase and inflationary cost impacts. As disclosed in the Company’s Q1 2021 MD&A, AISC^1^ was also affected by the Government of Ghana introducing a number of new levies and taxes impacting the mining industry in the areas of COVID-19 relief, sanitation, pollution and energy.

Galiano Gold Inc. - Summary Q2 2021 Financial Results

Galiano Gold Inc. (consolidated)	Q2 2021	Q1 2021	Q4 2020	Q3 2020	Q2 2020
Net income after tax ($m)	5.0	13.0	17.7	3.2	14.7
Net income after tax per share	0.02	0.06	0.08	0.01	0.07
Adjusted EBITDA^1^ ($m)	6.1	15.8	20.4	6.5	18.5

• The Company reported net income after tax of $5.0 million in Q2 2021 compared to net income after tax of $14.7 million in Q2 2020. The decrease in earnings during Q2 2021 was predominantly due to a reduction in the Company's 45% interest in the net earnings of the JV which totaled $5.7 million for the quarter, compared to $14.3 million in Q2 2020.
• Adjusted EBITDA^1^ for Q2 2021 amounted to $6.1 million, compared to $18.5 million in Q2 2020. The decrease in Adjusted EBITDA^1^ was primarily a result of an increase in the AGM's total cash costs^1^.
• Cash used in operating activities in Q2 2021 was $3.1 million, compared to $1.0 million in Q2 2020. The increase in cash used in operations was primarily due to severance paid to a former executive of the Company and an increase in receivables related to the Company's JV service fee.
• As at June 30, 2021, the Company had cash on hand of $58.5 million and $4.9 million in receivables for a gross liquidity position of $63.4 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, 2021 and 2020, which are available at www.galianogold.com and filed on SEDAR.

^1^ Non-GAAP Performance Measures

The Company has included certain non-GAAP performance measures in this press release. These non-GAAP performance measures do not have any standardized meaning. 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 GAAP. Refer to the Non-GAAP Measures section of Galiano's Management Discussion and Analysis for an explanation of these measures and reconciliations to the Company's and the JV's reported financial results in accordance with IFRS.

• Operating Cash Costs per ounce and Total Cash Costs per ounce

Operating cash costs are reflective of the cost of production, adjusted for share-based payments and by-product revenue per ounce of gold sold. Total cash costs include production royalties of 5%. Excluded from operating cash costs are one-time severance charges.

• All-in Sustaining Costs Per Gold Ounce

The Company has adopted the reporting of "all-in sustaining costs per gold ounce" ("AISC") as per the World Gold Council's guidance. AISC include total cash costs, corporate overhead expenses, sustaining capital expenditure, capitalized stripping costs and reclamation cost accretion per ounce of gold sold.

• Adjusted EBITDA

EBITDA provides an indication of the Company's continuing capacity to generate income from operations before taking into account the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income (loss) excluding 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 JV. Other companies and JV partners 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 JV'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 JV adjusted for cash flows associated with sustaining and non-sustaining capital expenditures and payments made to mining contractors for leases capitalized under IFRS 16.

Enquiries:

Peter Lekich

VP Investor Relations

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

Telephone: 1-778-729-0608

Email: [email protected]

About Galiano Gold Inc.

Galiano is focused on creating **** a sustainable business capable of long-term value creation for its stakeholders through exploration and disciplined deployment of its financial resources. The Company currently operates and manages the Asanko Gold Mine, located in Ghana, West Africa which is jointly owned with Gold Fields Ltd.  The Company is strongly committed to the highest standards for environmental management, social responsibility, and health and safety for its employees and neighbouring communities. For more information, please visit www.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: projected gold production and cost estimates for calendar 2021, the target date for ore delivery at Akwasiso Cut 3, and the estimation of Mineral Reserves and Mineral Resources and the timing for the release of such estimations. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to: that projected gold production and cost estimates for calendar 2021 will be representative of actual production and cost results for calendar 2021, the ability of the AGM to continue to operate during the COVID-19 pandemic; that gold production and other activities will not be curtailed as a result of the COVID-19 pandemic; that the AGM will be able to continue to ship doré from the AGM site to be refined; that the doré produced by the AGM will continue to be able to be refined at similar rates and costs to the AGM, or at all; that the Company's and the AGM's responses to the COVID-19 pandemic will be effective in continuing its operations in the ordinary course; the accuracy of the estimates and assumptions underlying Mineral Resource and Mineral Reserve estimates, including future gold prices, cut-off grades and  production and processing estimates; the successful completion of development and exploration projects, planned expansions or other projects within the timelines anticipated and at anticipated production levels; that mineral resources can be developed as planned; that the Company's relationship with joint venture partners will continue to be positive and beneficial to the Company; interest and exchange rates; that required financing and permits will be obtained; general economic conditions; that labour disputes or disruptions, flooding, ground instability, geotechnical failure, fire, failure of plant, equipment or processes to operate are as anticipated and other risks of the mining industry will not be encountered; that contracted parties provide goods or services in a timely manner; that there is no material adverse change in the price of gold or other metals; competitive conditions in the mining industry; title to mineral properties; costs; taxes; the retention of the Company's key personnel; and changes in laws, rules and regulations applicable to Galiano.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and you are cautioned not to place undue reliance on forward-looking statements contained herein. Some of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements contained in this news release, include, but are not limited to: the projected gold production and cost estimates for calendar 2021 referred to in this news release may not be representative of actual production and cost results for calendar 2021; the Company may not begin ore delivery at Akwasiso Cut 3 by the target date for such delivery, or at all; the Company's and/or the AGM's operations may be curtailed or halted entirely as a result of the COVID-19 pandemic, whether as a result of governmental or regulatory law or pronouncement, or otherwise; that the doré produced at the AGM may not be able to be refined at expected levels, on expected terms or at all; that the Company and/or the AGM will experience increased operating costs as a result of the COVID-19 pandemic; that the AGM may not be able to source necessary inputs on commercially reasonable terms, or at all; the Company's and the AGM's responses to the COVID-19 pandemic may not be successful in continuing its operations in the ordinary course; mineral reserve and resource estimates may change and may prove to be inaccurate; life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect; 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; 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; 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 operations may encounter delays in or losses of production due to equipment delays or the availability of equipment; the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures; the Company may be unsuccessful in attracting and retaining key personnel; labour disruptions could adversely affect the Company's operations; 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 Company's operations and workforce are exposed to health and safety risks; unexpected costs and delays related to, or the failure of the Company to obtain, necessary permits could impede the Company's operations; the Company's title to exploration, development and mining interests can be uncertain and may be contested; the Company's properties may be subject to claims by various community stakeholders; risks related to limited access to infrastructure and water; the Company's exploration programs may not successfully expand its current mineral reserves or replace them with new reserves; the Company's common shares may experience price and trading volume volatility; 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; Company shareholders may be subject to future dilution; risks related to changes in interest rates and foreign currency exchange rates; changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds; the Company's primary asset is held through a joint venture, which exposes the Company to risks inherent to joint ventures, including disagreements with joint venture partners and similar risks; risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws; the carrying value of the Company's assets may change and these assets may be subject to impairment charges; the Company may be liable for uninsured or partially insured losses; the Company may be subject to litigation; 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; and risks related to information systems security threats.

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 Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Source: Galiano Gold Inc.