6-K - GAU - Equibles

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

FORM 6-K

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

For the month of May 2025

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	Condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024
99.2	Management's Discussion and Analysis for the three months ended March 31, 2025 and 2024
99.3	CEO certification of interim filings
99.4	CFO certification of interim filings
99.5	News release dated May 14, 2025

SIGNATURE

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

GALIANO GOLD INC.

/s/ Matthew Freeman ________________________________ Matthew Freeman Chief Financial Officer

Date: May 14, 2025

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

****

Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025 and 2024

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

TABLE OF CONTENTS

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

**GALIANO GOLD INC.**UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION AS AT MARCH 31, 2025 AND DECEMBER 31, 2024 (In thousands of United States dollars)

		March 31, 2025	December 31, 2024
	Note
Assets
Current assets
Cash and cash equivalents	5	106,381	105,775
Accounts receivable		442	104
Inventories	6	41,934	42,830
Value added tax receivables		14,799	8,328
Prepaid expenses and other		8,775	8,548
		172,331	165,585
Non-current assets
Reclamation deposits		5,266	5,339
Mineral properties, plant and equipment	7	349,609	329,429
		354,875	334,768
Total assets		527,206	500,353
Liabilities
Current liabilities		94,339
Accounts payable and accrued liabilities	8		64,348
Lease liabilities	9	17,821	15,937
Deferred consideration	11	23,889	23,535
Provisions		6,995	6,995
		143,044	110,815
Non-current liabilities
Lease liabilities	9	30,167	22,935
Deferred and contingent consideration	11	49,127	47,835
Asset retirement provisions	10	70,354	66,060
Other non-current liabilities		14,992	4,939
		164,640	141,769
Total liabilities		307,684	252,584
Equity
Common shareholders' equity		616,542
Share capital	12		616,203
Equity reserves		53,754	52,948
Accumulated deficit		(452,501	(425,695
Total common shareholders' equity		217,795	243,456
Non-controlling interest	14	1,727	4,313
Total equity		219,522	247,769
Total liabilities and equity		527,206	500,353
Commitments and contingencies	20

All values are in US Dollars.

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

Approved on behalf of the Board of Directors:

"Matt Badylak"	"Greg Martin"
Director	Director

**GALIANO GOLD INC.**UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (In thousands of United States dollars, except per share amounts)

		Three months ended
		March 31, 2025	March 31, 2024
	Note
Revenue		76,590	31,695
Cost of sales:		(42,242
Production costs	15		(20,766
Depreciation and depletion	7	(14,393	(2,827
Royalties	16	(4,595	(1,905
Total cost of sales		(61,230	(25,498
Income from mine operations		15,360	6,197
General and administrative expenses	17	(5,100	(7,693
Exploration and evaluation expenditures		(1,471	(609
Share of net income related to joint venture		-	2,432
Service fee earned as operators of joint venture		-	976
Gain on derecognition of equity investment in joint venture		-	1,298
Income from operations and joint venture		8,789	2,601
Transaction costs	4	-	(2,299
Finance income		1,126	2,506
Finance expense	18	(39,111	(5,725
Foreign exchange loss		(196	(291
Net loss and comprehensive loss for the period		(29,392	(3,208
Net loss attributable to:		(26,806
Common shareholders of the Company			(3,208
Non-controlling interest	14	(2,586	-
Net loss for the period		(29,392	(3,208
Weighted average number of shares outstanding:		257,172,124
Basic	19		233,510,750
Diluted	19	257,172,124	233,510,750
Net loss per share attributable to common shareholders:		(0.10
Basic			(0.01
Diluted		(0.10	(0.01

All values are in US Dollars.

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

**GALIANO GOLD INC.**UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (In thousands of United States dollars, except for number of common shares)

						Non-
		Number of	Share	Equity	Accumulated	controlling	Total
		shares	capital	reserves	deficit	interest	equity
	Note		$
Balance as at December 31, 2023		224,972,786	579,619	53,112	(431,813	-	200,918
Issuance of common shares:
Business combination, net of share issuance costs	4	28,500,000	32,449	-	-	1,890	34,339
Exercise of stock options	13(a)	244,001	267	(86	-	-	181
Share-based compensation expense	13(e)	-	-	388	-	-	388
Net loss and comprehensive loss for the period		-	-	-	(3,208	-	(3,208
Balance as at March 31, 2024		253,716,787	612,335	53,414	(435,021	1,890	232,618
Balance as at December 31, 2024		257,077,946	616,203	52,948	(425,695	4,313	247,769
Issuance of common shares:
Exercise of stock options	13(a)	311,500	339	(101	-	-	238
Share-based compensation expense	13(e)	-	-	907	-	-	907
Net loss and comprehensive loss for the period		-	-	-	(26,806	(2,586	(29,392
Balance as at March 31, 2025		257,389,446	616,542	53,754	(452,501	1,727	219,522

All values are in US Dollars.

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

**GALIANO GOLD INC.**UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (In thousands of United States dollars)

		Three months ended
		March 31, 2025	March 31, 2024
	Note
Operating activities:
Net loss for the period		(29,392	(3,208
Adjustments for:
Depreciation and depletion	7, 17	14,425	3,171
Share-based compensation	13(e)	1,136	5,128
Share of net income related to joint venture		-	(2,432
Gain on derecognition of equity investment in joint venture		-	(1,298
Transaction costs	4	-	2,299
Finance income		(1,126	(2,506
Finance expense	18	34,211	5,725
Unrealized foreign exchange loss (gain)		316	(78
Operating cash flow before working capital changes		19,570	6,801
Change in non-cash working capital	21	6,322	6,227
Cash provided by operating activities		25,892	13,028
Investing activities:
Expenditures on mineral properties, plant and equipment	7	(22,104	(7,303
Acquisition of 45% interest in joint venture from Gold Fields		-	(65,000
Cash and cash equivalents assumed on acquisition		-	112,502
Transaction costs paid	4	-	(2,299
Redemption of preferred shares in joint venture		-	25,000
Interest received		964	848
Purchase of other assets		(473	-
Cash (used in) provided by investing activities		(21,613	63,748
Financing activities:
Payment of lease liabilities	9	(3,604	(1,078
Shares issued for cash on exercise of stock options	13(a)	238	181
Share issuance costs		-	(40
Cash used in financing activities		(3,366	(937
Impact of foreign exchange on cash and cash equivalents		(307	(305
Increase in cash and cash equivalents during the period		606	75,534
Cash and cash equivalents, beginning of period		105,775	55,270
Cash and cash equivalents, end of period		106,381	130,804
Supplemental cash flow information	21

All values are in US Dollars.

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

1. Nature of operations

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

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

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

The AGM consists of four main open-pit mining areas: Abore, Nkran, Esaase and Miradani North, multiple satellite deposits and exploration projects located on the Asankrangwa Gold Belt in the Amansie West District of the Republic of Ghana ("Ghana"), West Africa.

2. Basis of presentation

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). These condensed consolidated interim financial statements do not include all of the necessary annual disclosures in accordance with IFRS and should be read in conjunction with the Company's audited consolidated annual financial statements for the year ended December 31, 2024.

These condensed consolidated interim financial statements were authorized for issue and approved by the Board of Directors on May 14, 2025.

The accounting policies followed by the Company in these condensed consolidated interim financial statements are the same as those applied in the Company's audited consolidated annual financial statements for the year ended December 31, 2024.

(b) Basis of presentation and consolidation

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

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

These condensed consolidated interim financial statements incorporate the financial information of the Company and its subsidiaries as at March 31, 2025. Subsidiaries are entities controlled by the Company. Control exists when the Company has power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

2. Basis of presentation (continued)

(b) Basis of presentation and consolidation (continued)

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

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

The principal subsidiaries to which the Company is a party, as well as their geographic locations, were as follows as at March 31, 2025:

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

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

There were no new accounting standards effective January 1, 2025 that impacted these condensed consolidated interim financial statements.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

2. Basis of presentation (continued)

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

The following standards and interpretations, which may be applicable to the Company, have been issued but are not yet effective as of March 31, 2025:

IFRS 18

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

IFRS 7 and 9

In May 2024, the IASB issued amendments to the classification and measurement of financial instruments (IFRS 7 and IFRS 9), which included clarification that a financial liability is derecognized on the 'settlement date'; an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met; clarification on how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance‐linked features; and requires additional disclosures under IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event. The amendments to IFRS 7 and IFRS 9 will be effective for annual reporting periods beginning on or after January 1, 2026. The amendments to IFRS 7 and IFRS 9 are not expected to have a material impact on the Company's consolidated financial statements.

3. Significant accounting judgements and estimates

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

The Company's significant accounting judgements and estimates are unchanged as compared to those presented in note 5 of the Company's audited consolidated annual financial statements for the year ended December 31, 2024.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

4. Acquisition of control of the AGM

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

The Company began consolidating the operating results, cash flows and net assets of the AGM commencing on March 4, 2024. Certain previously reported comparative period information has been updated to reflect the impact of the final estimates of fair value of assets acquired and liabilities assumed as disclosed in the Company's audited annual consolidated financial statements for the year ended December 31, 2024.

The total consideration payable to Gold Fields comprised the following:

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

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

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

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

During the three months ended March 31, 2024, the Company incurred $2.3 million of acquisition-related costs, which were presented as transaction costs in the Statement of Operations and Comprehensive Loss.

The following table highlights the final allocation of the purchase price to the assets acquired and liabilities assumed based on the Company's estimates of fair value.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

4. Acquisition of control of the AGM (continued)

	Preliminary(1)	Adjustments	Final

Assets acquired
Cash and cash equivalents	112,502	-	112,502
Accounts receivable	102	-	102
Inventories	45,395	(4,237	41,158
Value added tax receivables	7,885	-	7,885
Prepaid expenses and other	5,509	-	5,509
Reclamation deposits	5,308	-	5,308
Mineral properties, plant and equipment	230,621	13,963	244,584
Liabilities assumed
Accounts payable and accrued liabilities	(44,469	(6	(44,475
Lease liabilities	(19,176	-	(19,176
Asset retirement provisions	(45,943	(7,594	(53,537
Net assets acquired	297,734	2,126	299,860
Non-controlling interest	-	(1,890	(1,890
Net assets attributable to Galiano	297,734	236	297,970

All values are in US Dollars.

^(1)^ Estimates of the fair value of assets acquired and liabilities assumed are presented as reported in the Company's condensed consolidated interim financial statements as at March 31, 2024.

5. Cash and cash equivalents

	March 31, 2025	December 31, 2024
	$	$
Cash held in banks	36,974	23,454
Short-term investments	69,407	82,321
Cash and cash equivalents	106,381	105,775

6. Inventories

	March 31, 2025	December 31, 2024
	$	$
Gold dore on hand	-	10,216
Gold-in-process	7,886	2,229
Ore stockpiles	16,874	12,117
Supplies	17,174	18,268
Total inventories	41,934	42,830
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated
---

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

		Exploration	Plant,
		and	buildings		Assets
	Mineral	evaluation	and	Right-of-	under	Corporate
	interests	assets	equipment	use assets	construction	assets	Total
		$
Cost
As at December 31, 2023	-	-	-	623	-	496	1,119
Acquired under the Acquisition (note 4)	12,421	3,964	180,817	19,176	28,206	-	244,584
Additions	67,060	-	-	27,816	5,658	19	100,553
Change in asset retirement provisions (note 10)	10,628	-	-	-	-	-	10,628
Transfers	17,895	-	14,185	-	(32,080	-	-
As at December 31, 2024	108,004	3,964	195,002	47,615	1,784	515	356,884
Additions	18,678	-	393	11,157	2,008	6	32,242
Change in asset retirement provisions (note 10)	3,625	-	-	-	-	-	3,625
Transfers	-	-	565	-	(565	-	-
As at March 31, 2025	130,307	3,964	195,960	58,772	3,227	521	392,751
Accumulated depreciation and depletion
As at December 31, 2023	-	-	-	(450	-	(444	(894
Depreciation and depletion expense	(9,970	-	(5,672	(10,889	-	(30	(26,561
As at December 31, 2024	(9,970	-	(5,672	(11,339	-	(474	(27,455
Depreciation and depletion expense	(9,790	-	(2,022	(3,869	-	(6	(15,687
As at March 31, 2025	(19,760	-	(7,694	(15,208	-	(480	(43,142
Net book value:
As at December 31, 2024	98,034	3,964	189,330	36,276	1,784	41	329,429
As at March 31, 2025	110,547	3,964	188,266	43,564	3,227	41	349,609

All values are in US Dollars.

During the three months ended March 31, 2025, additions to mineral interests included capitalized stripping costs at the Abore and Esaase deposits of $11.9 million (three months ended March 31, 2024 - nil).

During the three months ended March 31, 2025, depreciation and depletion expense recognized in the Statement of Operations and Comprehensive Loss included a credit of $1.3 million to depreciation expense, which was capitalized to inventories (three months ended March 31, 2024 - depreciation expense of $1.2 million related to changes inventories).

Refer to note 17 for depreciation expense on corporate fixed assets, which is recorded within general and administrative expenses.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

8. Accounts payable and accrued liabilities

	March 31, 2025	December 31, 2024
	$	$
Supplier payables	18,979	12,560
Accrued liabilities	28,444	23,139
Royalties, mineral rights fees and withholding taxes	10,391	12,426
Current portion of long-term incentive plan liabilities (note 13)	7,036	6,939
Current portion of gold hedge liabilities (note 20)	29,489	9,284
Total accounts payable and accrued liabilities	94,339	64,348

9. Lease liabilities

	March 31, 2025	December 31, 2024

Balance, beginning of period	38,872	203
Leases assumed in Acquisition	-	19,176
Leases entered into during the period (note 7)	11,157	27,816
Lease payments	(3,604	(13,400
Interest expense (note 18)	1,563	5,077
Total lease liabilities, end of period	47,988	38,872
Less: current portion of lease liabilities	(17,821	(15,937
Non-current portion of lease liabilities	30,167	22,935

All values are in US Dollars.

During the three months ended March 31, 2025, the Company incurred $25.2 million relating to variable lease payments under mining services contracts and other mining related contracts which have not been included in the measurement of lease liabilities (three months ended March 31, 2024 - $11.5 million).

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

10. Asset retirement provisions

	March 31, 2025	December 31, 2024

Balance, beginning of period	66,060	-
Assumed in Acquisition	-	53,537
Change in estimate, post-acquisition	-	8,360
Accretion expense (note 18)	687	2,246
Change in estimate (note 7)	3,625	2,268
Reclamation undertaken during the period	(18	(351
Total asset retirement provisions, end of period	70,354	66,060

All values are in US Dollars.

The asset retirement provisions consist of reclamation and closure costs for the AGM's mining properties. Reclamation and closure activities include land rehabilitation, dismantling of buildings and mine facilities, ongoing care and maintenance and other costs. As at March 31, 2025, the AGM's reclamation cost estimates were discounted using a long‐term risk‐free discount rate of 4.2% (December 31, 2024 - 4.5%).

11. Deferred and contingent consideration

In accordance with the Acquisition agreement, certain consideration payable to Gold Fields is deferred in time or contingent upon certain future events. The Company has recognized the following financial liabilities in accordance with IFRS 9, Financial Instruments ("IFRS 9").

	March 31, 2025	December 31, 2024

Deferred Consideration	50,863	50,109
Contingent Consideration	17,454	16,873
Nkran Royalty	4,699	4,388
Total deferred and contingent consideration	73,016	71,370
Less: current portion of Deferred Consideration	(23,889	(23,535
Non-current portion of deferred and contingent consideration	49,127	47,835

All values are in US Dollars.

(a) Deferred Consideration

$55.0 million of the aggregate consideration payable to Gold Fields is deferred with $25.0 million due on or before December 31, 2025 and $30.0 million due on or before December 31, 2026. After initial recognition, the Deferred Consideration was measured at amortized cost.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

11. Deferred and contingent consideration (continued)

(a) Deferred Consideration (continued)

During the three months ended March 31, 2025, the Company recognized accretion expense of $0.8 million in finance expense in the Statement of Operations and Comprehensive Loss (three months ended March 31, 2024 - $0.2 million). The $25.0 million payment due to Gold Fields on or before December 31, 2025 has been presented as a current liability in the Statement of Financial Position.

The following table summarizes the change in the carrying amount of the Deferred Consideration for the three months ended March 31, 2025 and year ended December 31, 2024:

	March 31, 2025	December 31, 2024
	$	$
Balance, beginning of period	50,109	-
Initial recognition at fair value	-	47,628
Accretion expense (note 18)	754	2,481
Balance, end of period	50,863	50,109

(b) Contingent Consideration

$30.0 million of the aggregate consideration payable to Gold Fields is contingent upon 100,000 gold ounces being produced from the Nkran deposit. In accordance with IFRS 3 and IFRS 9, contingent consideration payable by an acquirer in a business combination shall be subsequently measured at fair value through profit or loss. The Company remeasured the fair value of the Contingent Consideration to $17.5 million as of March 31, 2025 and recognized a $0.6 million fair value adjustment for the three months ended March 31, 2025 in finance expense in the Statement of Operations and Comprehensive Loss (three months ended March 31, 2024 - fair value adjustment of $0.5 million recognized in finance expense).

In determining the fair value at March 31, 2025, the Company applied the same fair value methodology and assumptions as the December 31, 2024 valuation. The Contingent Consideration falls within level 3 of the fair value hierarchy.

The following table summarizes the change in the carrying amount of the Contingent Consideration for the three months ended March 31, 2025 and year ended December 31, 2024:

	March 31, 2025	December 31, 2024
	$	$
Balance, beginning of period	16,873	-
Initial recognition at fair value	-	13,337
Change in fair value during the period	581	3,536
Balance, end of period	17,454	16,873
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated
---

11. Deferred and contingent consideration (continued)

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

The Company estimated the fair value of the Nkran Royalty by discounting forecast future cash flows at a discount rate of 14.5%. The gold price assumption applied in estimating future royalty payments as of March 31, 2025 was based on a long-term consensus gold price of $2,200 per ounce. The Company remeasured the fair value of the Nkran Royalty to $4.7 million as of March 31, 2025 and recognized a $0.3 million fair value adjustment for the three months ended March 31, 2025 in finance expense in the Statement of Operations and Comprehensive Loss (three months ended March 31, 2024 - fair value adjustment of $0.1 million recognized in finance expense). The Nkran Royalty falls within level 3 of the fair value hierarchy.

The following table summarizes the change in the carrying amount of the Nkran Royalty for the three months ended March 31, 2025 and year ended December 31, 2024:

	March 31, 2025	December 31, 2024
	$	$
Balance, beginning of period	4,388	-
Initial recognition at fair value	-	3,030
Change in fair value during the period	311	1,358
Balance, end of period	4,699	4,388

12. Share capital

(a) Authorized:

Unlimited common shares without par value or restrictions.

(b) Issued and outstanding common shares

	Number of shares	Amount
	$	$
Balance, January 1, 2024	224,972,786	579,619
Issued on closing of Acquisition (note 4), net of issuance costs	28,500,000	32,449
Issued pursuant to exercise of stock options (note 13(a))	3,605,160	4,135
Balance, December 31, 2024	257,077,946	616,203
Issued pursuant to exercise of stock options (note 13(a))	311,500	339
Balance, March 31, 2025	257,389,446	616,542
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated
---

13. Equity reserves and long-term incentive plan awards

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

Under the two plans, when combined, the number of shares issuable cannot exceed 9% of the issued and outstanding common shares of the Company. Specifically, shares reserved for issuance under the share unit plan, when designated as equity-settled, may not exceed 5% of the issued and outstanding common shares of the Company. Share units designated as cash settled units at the grant date will not be considered in computing the limits of the share unit plan. Share units designated at the time of grant as being settled in either cash or shares, at the Board's discretion, are considered in computing limits under the share unit plan as they may be dilutive upon vesting.

RSUs, PSUs and DSUs granted prior to 2025 are cash-settled awards and therefore represent financial liabilities, which are recorded at fair value at each reporting date and adjusted for the completed proportion of the vesting period, with any changes recorded as shared-based compensation expense in the Statement of Operations and Comprehensive Loss. The financial liability associated with these cash-settled awards is recorded in accounts payable and accrued liabilities for amounts expected to be settled within one year, and a separate long-term incentive plan liability for amounts to be settled in excess of one year, as of the balance sheet date.

(a) Stock options

Options granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. Stock options have a maximum term of five years following the grant date. The fair value of stock options granted is determined using the Black Scholes option pricing model.

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

			Weighted average
			exercise price
	Number of Options		C$
Balance, January 1, 2024	12,575,335		0.97
Granted	3,534,000		1.31
Exercised	(3,605,160	)	1.08
Expired/Forfeited	(1,454,336	)	0.98
Balance, December 31, 2024	11,049,839		1.04
Granted	2,338,000		1.80
Exercised	(311,500	)	1.09
Balance, March 31, 2025	13,076,339		1.17
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated
---

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

(a) Stock options (continued)

For stock options granted during the three months ended March 31, 2025, the following assumptions were applied in the Black Scholes option pricing model:

		Assumptions
Expected life of option (years)		3.6
Forfeiture rate		17.6%
Dividend yield		0.0%
Risk-free rate		4.0%
Volatility		55.9%
Black Scholes fair value per option (in US dollars)	$	0.54

During the three months ended March 31, 2025, the Company recognized $0.3 million of share-based compensation expense relating to stock options (three months ended March 31, 2024 - $0.4 million).

During the three months ended March 31, 2025, 311,500 stock options were exercised for aggregate gross proceeds to the Company of $0.2 million (three months ended March 31, 2024 - 244,001 stock options exercised for aggregate proceeds of $0.2 million).

(b) Restricted share units

RSUs granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. The following table is a reconciliation of the movement in the number of RSUs outstanding for the three months ended March 31, 2025 and year ended December 31, 2024:

	Number of RSUs
	March 31, 2025		December 31, 2024
Balance, beginning of period	548,284		564,237
Assumed in Acquisition	-		75,760
Granted	210,000		270,000
Settled in cash	(4,000	)	(302,046	)
Forfeited	-		(59,667	)
Balance, end of period	754,284		548,284

For all RSUs granted during the three months ended March 31, 2025, the awards vest in three equal tranches over a service period of three years, had an estimated forfeiture rate of 8.8% and a fair value per award of C$1.76 (three months ended March 31, 2024 - awards granted vest over a service period of three years and had an estimated forfeiture rate of 23.9%). RSU awards granted in 2025 have been classified as equity-settled awards and therefore the fair value determined on the grant date will be amortized over the vesting period of three years.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

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

(b) Restricted share units (continued)

The following table is a reconciliation of the movement in the RSU liability for the three months ended March 31, 2025 and year ended December 31, 2024:

	March 31, 2025	December 31, 2024

Balance, beginning of period	380	265
Assumed in Acquisition	-	30
Awards vested and change in fair value, net of forfeited awards	82	494
Settled in cash	(5	(409
Total RSU liability, end of period	457	380
Less: current portion of RSU liability	(373	(281
Total non-current RSU liability, end of period	84	99

All values are in US Dollars.

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

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

The following table is a reconciliation of the movement in the number of PSUs outstanding for the three months ended March 31, 2025 and year ended December 31, 2024:

	Number of PSUs
	March 31, 2025	December 31, 2024
Balance, beginning of period	1,476,487	2,501,482
Granted	612,000	884,000
Settled in cash	-	(1,709,427	)
Added due to performance condition	-	191,383
Forfeited	-	(390,951	)
Balance, end of period	2,088,487	1,476,487

For all PSUs granted during the three months ended March 31, 2025, the awards cliff vest after a service period of three years, had an estimated forfeiture rate of 7.0% and a fair value per award of C$1.76 (three months ended March 31, 2024 - awards cliff vest over a service period of three years and had an estimated forfeiture rate of 20.8%). PSU awards granted in 2025 have been classified as equity-settled awards and therefore the fair value determined on the grant date will be amortized over the vesting period of three years.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

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

The following table is a reconciliation of the movement in the PSU liability for the three months ended March 31, 2025 and year ended December 31, 2024:

	March 31, 2025	December 31, 2024

Balance, beginning of period	927	1,497
Awards vested and change in fair value, net of forfeited awards	213	1,909
Settled in cash	-	(2,479
Total PSU liability, end of period	1,140	927
Less: current portion of PSU liability	(717	(560
Non-current PSU liability, end of period	423	367

All values are in US Dollars.

(d) Deferred share units

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

The following table is a reconciliation of the movement in the number of DSUs outstanding for the three months ended March 31, 2025 and year ended December 31, 2024:

	Number of DSUs
	March 31, 2025	December 31, 2024
Balance, beginning of period	4,830,900	5,068,275
Granted	962,900	1,045,200
Settled in cash	-	(1,194,975	)
Forfeited	-	(87,600	)
Balance, end of period	5,793,800	4,830,900

For all DSUs granted during the three months ended March 31, 2025 and 2024, the awards vest quarterly over a service period of one year and had an estimated weighted‐average forfeiture rate of 0.0%. All DSUs granted during the three months ended March 31, 2025 had a fair value per award of C$1.76. DSU awards granted in 2025 have been classified as equity-settled awards and therefore the fair value determined on the grant date will be amortized over the vesting period of one year. During the three months ended March 31, 2025, the Company recognized $0.6 million of share-based compensation expense related to equity-settled DSU awards (three months ended March 31, 2024 - nil).

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

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

(d) Deferred share units (continued)

The following table is a reconciliation of the movement in the DSU liability for the three months ended March 31, 2025 and year ended December 31, 2024:

	March 31, 2025	December 31, 2024

Balance, beginning of period	6,098	4,695
Awards vested and change in fair value, net of forfeited awards	(152	3,343
Settled in cash	-	(1,940
DSU liability, end of period	5,946	6,098

All values are in US Dollars.

The financial liability associated with cash-settled DSU awards is recorded in accounts payable and accrued liabilities.

(e) Share-based compensation expense

The following table is a summary of share-based compensation expense for the three months ended March 31, 2025 and 2024:

	Three months ended March 31,
	2025	2024
	$	$
Equity-settled awards:
Stock options	285	388
Share units	622	-
Share-based compensation expense, equity-settled awards	907	388
Share-based compensation expense, cash-settled awards	229	4,740
Total share-based compensation expense (note 17)	1,136	5,128

14. Non-controlling interest ("NCI")

	March 31, 2025	December 31, 2024
		$
Balance, beginning of period	4,313	-
NCI assumed in Acquisition	-	1,890
Net (loss) earnings attributable to NCI	(2,586	2,423
Balance, end of period	1,727	4,313

All values are in US Dollars.

The AGM is wholly-owned by AGGL with the Government of Ghana retaining a 10% free-carried interest. The Government of Ghana's free-carried interest is considered to be an NCI. No dividends shall be paid to the NCI until such time that AGGL has retained earnings, which is expected to occur in the latter half of the life of mine.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

15. Production costs

The following is a summary of production costs by nature recorded by the Company during the three months ended March 31, 2025 and 2024:

	Three months ended March 31,
	2025	2024

Raw materials and consumables	(12,873	(4,566
Salaries and employee benefits	(5,624	(2,064
Contractors	(17,387	(2,811
Change in stockpile, gold-in-process and gold dore inventories	(1,066	(11,111
Insurance, government fees, permits and other	(5,292	(214
Total production costs	(42,242	(20,766

All values are in US Dollars.

Production costs for the three months ended March 31, 2024 include the consolidated results of the AGM for the period from March 4, 2024 to March 31, 2024.

16. Royalties

On April 3, 2023, the Government of Ghana imposed a special levy, the Growth and Sustainability Levy ("GSL"), on all companies operating in Ghana with an effective date of May 1, 2023. For mining companies in Ghana, the GSL is levied at a rate of 1% of revenues for the fiscal years 2023 to 2025. The Company has presented the 1% GSL within royalties expense in the Statement of Operations and Comprehensive Loss. On March 26, 2025, the Government of Ghana passed a bill to increase the GSL on gold mining companies from 1% to 3%, effective April 1, 2025, and extended the application period to December 31, 2028.

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

	Three months ended March 31,
	2025	2024

Wages, benefits and consulting	(2,358	(1,645
Office, rent and administration	(351	(299
Professional and legal	(446	(315
Share-based compensation	(1,136	(5,128
Travel, marketing, investor relations and regulatory	(395	(272
Withholding taxes	(382	-
Depreciation	(32	(34
Total G&A expense	(5,100	(7,693

All values are in US Dollars.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

18. Finance expense

	Three months ended March 31,
	2025	2024

Unrealized losses on gold hedging instruments (note 22(b))	(30,216	(4,078
Realized losses on gold hedging instruments (note 22(b))	(4,900	(169
Interest on lease liabilities (note 9)	(1,563	(421
Accretion expense on asset retirement provisions (note 10)	(687	(221
Accretion expense on deferred consideration (note 11(a))	(754	(246
Change in fair value of contingent consideration (notes 11(b) and (c))	(892	(549
Other	(99	(41
Total finance expense	(39,111	(5,725

All values are in US Dollars.

19. Loss per share

For the three months ended March 31, 2025 and 2024, the calculation of basic and diluted loss per share is based on the following data:

	Three months ended March 31,
	2025		2024
Net loss for the period attributable to common shareholders	(26,806	)	(3,208	)
Number of shares
Weighted average number of ordinary shares - basic	257,172,124		233,510,750
Effect of dilutive equity-settled share units	-		-
Effect of dilutive stock options	-		-
Weighted average number of ordinary shares - diluted	257,172,124		233,510,750

For the three months ended March 31, 2025 and 2024, the effect of all potentially dilutive securities was anti‐dilutive given that the Company reported a net loss in both periods.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

20. Commitments and contingencies

Commitments

The following table reflects the Company's contractual obligations as they fall due as at March 31, 2025 and December 31, 2024.

			Over	March 31,	December 31,
	Within 1 year	1 - 5 years	5 years	2025	2024
Accounts payable and accrued liabilities	57,814	-	-	57,814	48,125
ZCC gold hedges	29,489	14,485	-	43,974	13,758
Long-term incentive plan (cash-settled awards)	7,036	507	-	7,543	7,405
Mining and other services contracts	24,185	51,227	6,942	82,354	44,590
Asset retirement provisions (undiscounted)	-	8,046	69,277	77,323	75,770
Deferred and contingent consideration (undiscounted)	25,000	64,651	5,077	94,728	94,237
Corporate office lease	116	459	50	625	83
Total commitments	143,640	139,375	81,346	364,361	283,968

The zero cost collar ("ZCC") gold hedges commitment represents the mark‐to‐market fair value of the AGM's current gold hedging program. The settlement amount of these hedges, if any, will be dependent on the price of gold at the settlement date. The portion of the ZCC gold hedge liability that is expected to be settled in greater than one year from the balance sheet date has been presented within other non‐current liabilities in the Statement of Financial Position. The Company does not apply hedge accounting to the ZCC gold hedges. The ZCC gold hedges are for 5,000 gold ounces per month for the remainder of 2025 and all of 2026. The remaining 2025 ZCC gold hedges have a put strike of $2,000/oz and call strikes ranging between $2,553/oz to $2,645/oz, while the 2026 ZCC gold hedges have a put strike of $2,300/oz and call strikes ranging between $2,962/oz to $3,162/oz.

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

The timing of contingent payments to Gold Fields, totaling $39.7 million, is based upon management's best estimate of when payments would be required to be made based upon the current life of mine plan.

Contingencies

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

21. Supplemental cash flow information

The following table discloses non‐cash transactions impacting the Statements of Cash Flow for the periods presented:

	Three months ended March 31,
	2025	2024
	$	$
Change in asset retirement provisions included in MPP&E	3,625	16,383
Capitalized leases included in MPP&E	11,157	6,051

The following table summarizes the changes in non-cash working capital for the three months ended March 31, 2025 and 2024:

	Three months ended March 31,
	2025	2024

Accounts receivable	(329	(4,663
Inventories	2,161	12,378
Value added tax receivables	(6,852	(1,555
Prepaid expenses and deposits	393	(340
Accounts payable and accrued liabilities	10,949	407
Change in non-cash working capital	6,322	6,227

All values are in US Dollars.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

22. Financial instruments

(a) Financial assets and liabilities by categories

	Fair value through
	profit or loss	Amortized cost	Carrying value	Fair value
As at March 31, 2025	$	$	$	$
Financial assets:
Cash and cash equivalents	-	106,381	106,381	106,381
Accounts receivable	-	442	442	442
Marketable securities ^(1)^	2,130	-	2,130	2,130
Total financial assets	2,130	106,823	108,953	108,953
Financial liabilities:
Accounts payable and accrued liabilities ^(2)^	36,525	57,814	94,339	94,339
Lease liabilities	-	47,988	47,988	47,988
Deferred consideration	-	50,863	50,863	50,863
Contingent consideration	17,454	-	17,454	17,454
Nkran royalty	4,699	-	4,699	4,699
Other non-current liabilities ^(2)^	14,992	-	14,992	14,992
Total financial liabilities	73,670	156,665	230,335	230,335

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

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

22. Financial instruments (continued)

	Fair value through
	profit or loss	Amortized cost	Carrying value	Fair value
As at December 31, 2024	$	$	$	$
Financial assets:
Cash and cash equivalents	-	105,775	105,775	105,775
Accounts receivable	-	104	104	104
Marketable securities ^(1)^	1,509	-	1,509	1,509
Total financial assets	1,509	105,879	107,388	107,388
Financial liabilities:
Accounts payable and accrued liabilities ^(2)^	16,223	48,125	64,348	64,348
Lease liabilities	-	38,872	38,872	38,872
Deferred consideration	-	50,109	50,109	50,109
Contingent consideration	16,873	-	16,873	16,873
Nkran royalty	4,388	-	4,388	4,388
Other non-current liabilities ^(2)^	4,939	-	4,939	4,939
Total financial liabilities	42,423	137,106	179,529	179,529

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

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

(b) Derivative instruments

The Company's derivatives are comprised of ZCC gold hedging instruments. The losses on derivatives for the three months ended March 31, 2025 and 2024 were comprised of the following:

	Three months ended March 31,
	2025	2024
	$	$
Realized loss on ZCC gold hedges	4,900	169
Unrealized loss on ZCC gold hedges	30,216	4,078

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

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

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

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

22. Financial instruments (continued)

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

There were no transfers between the fair value levels during the three months ended March 31, 2025 or 2024.

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

(d) Financial instrument risks

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

Credit risk

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

As at March 31, 2025, the Company had a $14.8 million value added tax receivable due from the Government of Ghana (December 31, 2024 - $8.3 million). The credit risk associated with value added tax receivables is considered to be low, based on historical collection experience. However, should the Government of Ghana not honour its commitments or default on its obligations, the Company may incur losses.

Liquidity risk

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

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

22. Financial instruments (continued)

(d) Financial instrument risks (continued)

Liquidity risk (continued)

As at March 31, 2025, the Company continued to maintain its ability to meet its financial obligations as they come due.

Market Risk

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The average interest rate earned by the Company on its cash and cash equivalents during the three months ended March 31, 2025 was 4.4% (three months ended March 31, 2024 - 5.5%). A +/‐1% change in short‐term interest rates during the three months ended March 31, 2025 and 2024 would not have had a material impact on the Company's net loss for the periods.

The Contingent Consideration and Nkran Royalty are financial liabilities measured at fair value through profit or loss with fair value determined by reference to a discounted cash flow model. Changes in interest rates would impact the discount rate applied to forecast future cash flows and accordingly the fair value of these financial liabilities. Any change in interest rates would therefore impact the Company's earnings, but would not impact cash payments required to settle these obligations. The following table highlights the sensitivity of the fair values as of March 31, 2025 related to these financial liabilities for a 1% decrease (increase) in the underlying discount rate.

	Change in fair value
	1% increase to	1% decrease to
	discount rate	discount rate
		$
Contingent consideration	(596	623
Nkran royalty	(227	240

All values are in US Dollars.

(ii) Foreign currency risk

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

(iii) Price risk

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

22. Financial instruments (continued)

(d) Financial instrument risks (continued)

Market risk (continued)

(iii) Price risk (continued)

From time to time, the Company enters into hedging programs to manage its exposure to gold price risk with an objective of margin protection, specifically during periods of forecast elevated capital spend. The Board of Directors continually assess the Company's strategy towards its gold hedging program. The effectiveness of gold hedging programs is directly dependent on the price of gold and can impact the Company's earnings and cash flows, as the Company remeasures hedging instruments to fair value at each reporting date and may incur realized gains or losses at maturity. Refer to note 22(b) for disclosure of realized losses recorded on the Company's gold hedging instruments during the period.

23. Segmented information

Geographic information

As at March 31, 2025, the Company has one reportable segment, being the AGM, and has provided segmented information based on geographic location.

Geographic allocation of total assets and liabilities

	Canada	Ghana	Total
March 31, 2025	$	$	$
Current assets	75,732	96,599	172,331
Mineral properties, plant and equipment	531	349,078	349,609
Other non-current assets	-	5,266	5,266
Total assets	76,263	450,943	527,206
Current liabilities	32,435	110,609	143,044
Non-current liabilities	50,051	114,589	164,640
Total liabilities	82,486	225,198	307,684
	Canada	Ghana	Total
December 31, 2024	$	$	$
Current assets	88,190	77,395	165,585
Mineral properties, plant and equipment	111	329,318	329,429
Other non-current assets	-	5,339	5,339
Total assets	88,301	412,052	500,353
Current liabilities	33,255	77,560	110,815
Non-current liabilities	48,300	93,469	141,769
Total liabilities	81,555	171,029	252,584
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated
---

23. Segmented information (continued)

Geographic allocation of the Statements of Operations and Comprehensive Loss

For the three months ended March 31, 2025:

	Canada	Ghana	Total

Revenue	-	76,590	76,590
Cost of sales:
Production costs	-	(42,242	(42,242
Depreciation and depletion	-	(14,393	(14,393
Royalties	-	(4,595	(4,595
Income from mine operations	-	15,360	15,360
General and administrative expenses	(4,411	(689	(5,100
Exploration and evaluation expenditures	-	(1,471	(1,471
(Loss) income from operations	(4,411	13,200	8,789
Finance income	1,031	95	1,126
Finance expense	(1,641	(37,470	(39,111
Foreign exchange gain (loss)	98	(294	(196
Net loss and comprehensive loss for the period	(4,923	(24,469	(29,392

All values are in US Dollars.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024<br>Expressed in thousands of United States dollars unless otherwise stated

23. Segmented information (continued)

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

For the three months ended March 31, 2024:

	Canada	Ghana	Total

Revenue	-	31,695	31,695
Cost of sales:
Production costs	-	(20,766	(20,766
Depreciation and depletion	-	(2,827	(2,827
Royalties	-	(1,905	(1,905
Income from mine operations	-	6,197	6,197
General and administrative expenses	(7,439	(254	(7,693
Exploration and evaluation expenditures	-	(609	(609
Share of net income related to joint venture	-	2,432	2,432
Service fee earned as operators of joint venture	976	-	976
Gain on derecognition of equity investment in joint venture	1,298	-	1,298
(Loss) income from operations and joint venture	(5,165	7,766	2,601
Transaction costs	(2,299	-	(2,299
Finance income	829	1,677	2,506
Finance expense	(801	(4,924	(5,725
Foreign exchange loss	(14	(277	(291
Net (loss) income and comprehensive (loss) income for the period	(7,450	4,242	(3,208

All values are in US Dollars.

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

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

(Expressed in United States dollars, unless otherwise stated)

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

This Management's Discussion and Analysis ("MD&A") of Galiano Gold Inc. ("Galiano" or the "Company") has been prepared by management and approved by the Board of Directors as of May 14, 2025 and should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three months ended March 31, 2025 and 2024, the audited consolidated annual financial statements and the notes thereto for the year ended December 31, 2024 and the related MD&A. The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting of the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

This discussion covers the three months ended March 31, 2025 and the subsequent period up to the date of issuance of this MD&A. All dollar amounts herein are expressed in United States dollars ("US dollars") unless otherwise stated. References to $ means US dollars and C$ are to Canadian dollars. The first, second, third, and fourth quarters of the Company's fiscal years ("FY") are referred to as "Q1", "Q2", "Q3", and "Q4", respectively.

The Company has included certain non-IFRS performance measures throughout this MD&A. These performance measures are employed by management to assess the Company's operating and financial performance and to assist in business decision-making. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and other stakeholders use this information to evaluate the Company's operating and financial performance; however, as explained elsewhere herein, these non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Please refer to section "Non-IFRS measures" of this MD&A for additional information regarding these non-IFRS measures.

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

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

TABLE OF CONTENTS

BUSINESS OVERVIEW	4
Q1 2025 HIGHLIGHTS	5
RECENT DEVELOPMENTS	6
2025 GUIDANCE AND OUTLOOK	6
SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS	7
EXPLORATION ACTIVITIES	11
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE	12
MACROECONOMIC FACTORS	13
REVIEW OF CONSOLIDATED FIRST QUARTER FINANCIAL RESULTS	14
FINANCIAL CONDITION	17
LIQUIDITY AND CAPITAL RESOURCES	17
SUMMARY OF QUARTERLY FINANCIAL RESULTS	21
NON-IFRS MEASURES	22
OUTSTANDING SHARE DATA	27
RELATED PARTY TRANSACTIONS	27
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	28
RISKS AND UNCERTAINTIES	29
INTERNAL CONTROL	30
QUALIFIED PERSONS	31
CAUTIONARY STATEMENTS	31
GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024
---

BUSINESS OVERVIEW

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

Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration, and disciplined deployment of its financial resources.

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

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

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

Q1 2025 HIGHLIGHTS

Safety

Two lost-time injuries ("LTI") and three total recordable injuries (inclusive of LTIs) ("TRI") recorded.
12‐month rolling LTI and TRI frequency rates as of March 31, 2025 of 0.43 and 1.00 per million hours worked, respectively.

Mining

Mining activities focused on the Abore and Esaase deposits with 1.3 Mt of ore mined at an average mined grade of 0.8 grams per tonne ("g/t") gold and a strip ratio of 7.0:1.
Development of cut 3 at the Nkran deposit commenced ahead of schedule in February with 0.8 Mt of waste mined during the quarter.

Processing

The AGM processing plant was offline for a period of 14 days due to a key component of the Semi-Autogenous Grinding ("SAG") mill requiring repairs, during which no gold was recovered. This shutdown reduced quarterly production by approximately 4,500 to 5,000 ounces. The repairs to the SAG mill were completed during Q1 2025.
1.1 Mt of ore was milled at an average feed grade of 0.8 g/t, with metallurgical recovery averaging 87%. Throughput remains constrained until a secondary crushing circuit is commissioned during Q3 2025.
Produced 20,734 ounces of gold.
Sold 26,994 ounces of gold at an average realized price of $2,833 per ounce ("/oz").

Exploration

5,543 meters ("m") of infill drilling completed at the Abore deposit. Positive results led to discovery of a new high-grade zone immediately below the mineral reserve pit shell at the south end of the Abore Main pit. The infill drilling also increased confidence in the mineral reserve and mineral resource in the area in and around the known high-grade zone at the Abore South pit, while also increasing the strike length of this zone from 90m to 180m.

Cost and capital expenditures

Total cash costs^1^of $1,730/oz and all-in sustaining costs^1^ ("AISC") of $2,501/oz.
Sustaining capital expenditures of $1.3 million and development capital expenditures (excluding Nkran pre-stripping costs) of $3.3 million.
Capitalized development pre-stripping costs at Nkran cut 3 of $3.2 million.

Financial

Cash and cash equivalents of $106.4 million at March 31, 2025, and no debt.
Generated cash flow from operating activities of $25.9 million.
Income from mine operations of $15.4 million.
Net loss of $0.10 per common share and adjusted net income^1^ of $0.01 per common share.
Adjusted EBITDA^1^ (as defined herein) of $19.0 million.

___________________________________________ ^1^ See section "Non-IFRS Measures" of this MD&A.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

RECENT DEVELOPMENTS

The Company provided a new 5-year outlook and updated Mineral Reserve and Mineral Resource estimates for the AGM on January 28, 2025.
On March 26, 2025, the Government of Ghana passed an amendment to increase the Growth and Sustainability Levy ("GSL") on gold mining companies from 1% to 3%, effective April 1, 2025, and extended the sunset clause to December 31, 2028.

2025 GUIDANCE AND OUTLOOK

The AGM is expected to produce between 130,000 ounces to 150,000 ounces of gold in 2025. On February 21, 2025, the AGM processing plant was scheduled for a planned maintenance shutdown. While performing the planned maintenance work, it was identified that a key component of the SAG mill required repair, which resulted in the shutdown extending to March 6, 2025. As a result, the AGM processing plant was down for a period of 14 days, during which no gold was recovered. During this period, mining activities continued and mined ore was stockpiled for future processing. While Q1 2025 gold production was lower than management's expectations, the Company forecasts annual production will be near the lower end of the guidance range.

AISC^1^ guidance for 2025 remains $1,750/oz to $1,950/oz. The Company expects AISC^1^ for FY 2025 to come in at the higher end of the guidance range given the impact of the mill shutdown in Q1 2025 on estimated annual gold production. Additionally, the effect of higher royalties, resulting from higher realized gold prices and the increase in the GSL, is estimated to impact FY 2025 AISC^1^ by approximately a further $55/oz (at the current spot gold price). AISC^1^ is anticipated to be elevated in 2025 compared to future years due to lower 2025 gold production. Given the current crushing constraints, softer Esaase material will provide supplementary mill feed until the secondary crushing circuit is expected to be commissioned in Q3 2025. Higher grades are expected from deeper elevations at Abore and Esaase in the second half of the year and are expected to result in higher gold production in that period.

Total sustaining capital expenditures remain guided to $15.0 million in 2025, excluding capitalized stripping costs. Sustaining capital expenditures in 2025 include the commencement of a tailings facility expansion totaling $9.0 million and Esaase site establishment costs of $3.0 million.

Development capital expenditures for 2025 remain $60.0 million to $65.0 million, and relate primarily to initial Nkran cut 3 waste stripping and site establishment costs, completion of the secondary crushing circuit, and village resettlement costs at Abore and Esaase.

For 2025, exploration expenditures at the AGM are estimated at approximately $10.0 million, which includes approximately 17,000m of drilling as well as ground geophysics and regional prospecting and mapping. The 2025 exploration program is focused on increasing Mineral Reserves and Mineral Resources at Abore, including additional drilling around the newly discovered high-grade zones of the Abore Main pit, as well as targeting discoveries in both near mine and greenfields areas of the AGM's tenements.

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

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS

****	Q1 2025	Q4 2024	Q3 2024	Q2 2024	Q1 2024^(2)^
Health and safety
LTIs	2	1	-	-	-
12-month rolling LTI frequency rate	0.43	0.15	0.00	0.15	0.16
Mining	****	****	****	****	****
Ore mined ('000t)	1,296	531	670	467	265
Waste mined ('000t)	9,124	8,698	9,726	7,427	4,877
Strip ratio (W:O)	7.0	16.4	14.5	15.9	18.4
Average gold grade mined (g/t)	0.8	1.0	1.1	1.0	0.9
Mining cost ($/t mined)	3.36	3.41	3.52	2.98	3.63
Ore tonnes trucked ('000 t)	1,053	685	665	503	566
Ore transportation cost ($/t trucked)	4.43	4.75	4.56	5.71	6.79
Processing	****
Ore milled ('000t)	1,086	1,179	1,162	1,336	1,467
Average mill head grade (g/t)	0.8	0.9	0.9	0.7	0.8
Average recovery rate (%)	87	85	91	82	83
Processing cost ($/t milled)	14.37	15.84	12.49	11.18	10.55
General and administrative cost ($/t milled)	5.78	6.28	5.74	5.13	4.74
Gold produced (oz)	20,734	28,508	29,784	26,437	30,386
Capital expenditures
Sustaining capital ($m)	1.3	0.8	0.8	0.6	3.9
Development capital ($m)	3.3	2.0	4.0	2.3	2.0
Nkran cut 3 waste stripping ($m)	3.2	-	-	-	-
Financial, costs and cash flow	****
Revenue ($m)^(3)^	76.6	64.6	71.1	64.0	31.7
Gold sold (oz)^(3)^	26,994	24,673	29,014	27,830	14,912
Average realized gold price ($/oz)^(3)^	2,833	2,609	2,446	2,292	2,125
AISC ($/oz sold)^(1)^	2,501	2,638	2,161	1,759	1,793
Income from mine operations ($m)	15.4	21.8	26.4	25.1	6.2
Cash flow from operating activities ($m)	25.9	13.8	24.4	4.5	13.0
Free cash flow ($m)^(1)^	0.7	(3.1)	(1.6)	(9.7)	75.7
Adjusted net income ($m)^(1)^	3.4	5.1	17.7	7.3	6.5

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

^(2)^ Health and safety, mining, processing, capital expenditures and AISC^1^ information for Q1 2024 are presented on a 100% basis for the AGM.

^(3)^ The Company acquired Gold Fields Limited's 45% equity interest in the AGM on March 4, 2024, thereby increasing the Company's equity interest to 90% as of that date. The Company therefore consolidated the financial results of the AGM commencing on March 4, 2024. Prior to this date, the Company accounted for its previous 45% equity interest in the AGM by applying the equity method of accounting.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

Q1 2025 Operational Analysis for the Asanko Gold Mine

Health and Safety

There were two LTIs and three TRIs (inclusive of LTIs) reported during the quarter, and the rolling 12‐month LTI and TRI frequency rates were 0.43 and 1.00 per million hours worked, respectively, as of March 31, 2025. The Company reports recordable LTI and TRI cases in accordance with the International Council on Mining and Metals' Mining Principles.

Mining

Abore Deposit

Continued development of the Abore pit.
Mined 0.7 Mt of ore, an increase of 32% from Q4 2024, at an average grade of 0.9 g/t.
Strip ratio of 7.5:1, a decrease of 54% from Q4 2024.

Esaase Deposit

Recommenced mining of the Esaase deposit during the quarter.
Mined 0.6 Mt of ore at an average grade of 0.8 g/t.
Strip ratio of 5.1:1.

Nkran Deposit

Commenced waste stripping of cut 3 ahead of schedule in February 2025.
0.8 Mt of waste rock mined.
The mining contractor is expected to mobilize the majority of its fleet of mining equipment over 2025, which is expected to result in higher volumes mined in 2026.
The cut 3 stripping phase is expected to be completed over a period of three and a half years, with steady state ore production commencing in 2029.

Mining Costs

Mining cost per tonne at Abore and Esaase for Q1 2025 amounted to $3.31 per tonne ("/t") compared to $3.63/t in Q1 2024. The decrease in mining unit rates was due to an 87% increase in total tonnes mined, which reduced fixed mining costs on a per unit basis.

At Nkran, mining cost per tonne was $3.98 for Q1 2025, which included initial site establishment costs. Nkran waste stripping and site establishment costs were capitalized as development capital expenditures.

Ore Transportation

Ore transportation reflects ore transported from mined deposits located greater than 5 kilometers ("km") from the processing plant, which currently includes the Abore and Esaase deposits. Ore transported from closer deposits is considered rehandling, the costs of which are included within mining costs. During the quarter, 1.1 Mt of ore was trucked from the Abore and Esaase deposits to the processing plant, compared to 0.6 Mt in Q1 2024. The increase in ore transportation tonnes in Q1 2025 was due to higher mined ore from both the Abore and Esaase deposits.

Ore transportation unit costs in Q1 2025 were $4.43/t and were lower than the comparative period due to an 86% increase in ore tonnes trucked, which reduced fixed costs on a per unit basis.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

Processing

Gold Production

The AGM produced 20,734 ounces of gold during Q1 2025, a decrease of 27% from Q4 2024, as the processing plant in Q1 2025 milled 1.1 Mt of ore at an average grade of 0.8 g/t with metallurgical recovery averaging 87%. During Q1 2025, the AGM processing plant was down for a period of 14 days to repair a key component of the SAG mill, during which no gold was recovered. The plant shutdown is estimated to have resulted in lower gold production by approximately 4,500 to 5,000 ounces for the quarter. The repairs to the SAG mill were completed during Q1 2025.

Milled Tonnes

Gold production during Q1 2025 was impacted by lower milling rates, as mined and processed ore from Abore, which is harder and requires additional crushing and grinding, contributed to the reduction in mill throughput and gold production in Q1 2025 compared to Q1 2024. Notwithstanding the impact of the mill downtime, throughput did improve from Q4 2024 as the feed blend included softer oxide ore mined from Esaase.

The construction of a permanent secondary crushing circuit at the AGM processing plant remains ongoing. The objective of the secondary crushing circuit is to maintain plant throughput at design capacity of 5.8 Mt per annum when treating harder ore. This project is expected to be completed in Q3 2025.

Average Head Grade

Mill feed grades during Q1 2025 were lower than Q4 2024 due to blending lower grade Esaase oxide ore with Abore fresh ore.

Processing Costs

Processing cost per tonne for Q1 2025 was $14.37, a 36% increase from Q1 2024. On an absolute basis, processing costs were consistent quarter-on-quarter. The increase in processing cost per tonne in Q1 2025 was driven by fewer tonnes milled, which increased fixed processing costs on a per unit basis.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

Capital Expenditures

Sustaining capital expenditures during Q1 2025 totaled $1.3 million and are tracking in line with guidance.

Development capital expenditures, excluding Nkran pre-stripping costs, during Q1 2025 totaled $3.3 million and related primarily to construction of the secondary crushing circuit.

Development of cut 3 at the Nkran deposit commenced in February 2025. During the quarter, 0.8 Mt of waste rock was mined at a cost of $3.2 million, which included initial site establishment costs. These stripping costs are classified as development capital expenditure.

Total Cash Costs and AISC

Total Cash Costs^1^

For the three months ended March 31, 2025, total cash costs^1^ were $1,730/oz, compared to $1,180/oz in the comparative period. The increase in total cash costs^1^ was primarily driven by 15% lower gold sales volumes in Q1 2025, which had the effect of increasing fixed costs on a per ounce basis. During Q1 2024, low grade stockpiled ore was processed that had no accounting book value and, as such, had no mining cost attributed to it, which resulted in lower total cash costs^1^ in the comparative quarter.

Relative to Q4 2024, total cash costs^1^ were higher in Q1 2025, increasing by 21% from $1,426/oz to $1,730/oz. During Q4 2024, a portion of the mill feed included low grade stockpiled ore that had no accounting book value and, as such, had no mining cost attributed to it, which resulted in lower total cash costs^1^. During Q1 2025, the mill feed was primarily sourced from mined ore at Abore and Esaase. Royalties were also higher in Q1 2025 due to higher realized gold prices.

AISC^1^

For the three months ended March 31, 2025, AlSC^1^ was $2,501/oz, compared to $1,793/oz in the comparative period. The increase in AlSC^1^ was mainly due to the increase in total cash costs^1^ as described above and 15% fewer gold ounces sold.

Relative to Q4 2024, AISC^1^ decreased by 5% during the current quarter due to higher gold sales volumes in Q1 2025.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

EXPLORATION ACTIVITIES

The Company holds a district-scale land package of 476km^2^ on the highly prospective and underexplored Asankrangwa Gold Belt. The following exploration programs were undertaken at the AGM during Q1 2025 to evaluate the current and potential expanded mineralization of several deposits, and to assess the broader potential of these deposits. Additionally, work was undertaken to identify greenfield exploration targets across the wider regional AGM tenements.

Abore

An infill drilling program consisting of 26 holes totaling 5,543m of combined reverse circulation ("RC") and diamond ("DD") drilling was completed in Q1 2025. The program was designed to increase confidence in the mineral reserve and mineral resource models in specific areas of the deposit, with a primary focus on the southern end of the deposit, as well as to test for continuations of mineralization below the current mineral reserve pit shell design in those areas. A primary objective was to confirm the continuity and grades of mineralization in and around the known high-grade zone in the Abore South pit, which previous drilling identified extensions of that high-grade zone from 90m to 180m long. All holes drilled returned intercepts that were in line with or better than block model estimates. Highlights of significant intercepts include:

Hole ABPC25-315: 34m @ 12.0 g/t Au from 192m and 11m @ 7.2 g/t Au from 239m
Hole ABPC25-316: 27m @ 6.7 g/t Au from 183m
Hole ABPC25-317: 41m @ 3.0 g/t Au from 202m
Hole ABPC25-325: 38m @ 6.7 g/t Au from 195m
Hole ABPC25-324: 27m @ 2.9 g/t Au from 232m
Hole ABPC25-328: 29m @ 3.8 g/t Au from 232m

This drilling has also led to the discovery of a new high-grade zone located immediately below the current mineral reserve pit shell at the southern end of the Abore Main pit in hole ABPC25-346 which returned 50m @ 3.2 g/t Au. Mineralization in this hole is typical of high-grade ore seen across the Abore deposit and is characterized by high density quartz veining primarily within the Abore granite, accompanied by intense hydrothermal alteration, disseminated massive arsenopyrite and visible gold in quartz veins.

Refer to the Company's news release dated May 5, 2025 for additional information regarding these drill results, including data verification and quality assurance and quality control measures.

Akoma

Drilling at Akoma was designed to test for lateral and northern extensions of the gold bearing shear zones intercepted in 2024. A program consisting of 18 holes totaling 2,674m of combined RC and DD drilling was completed in Q1 2025. Drilling has demonstrated that the gold bearing shear zones do continue along strike to the north; however, only minor intercepts of gold have been returned to date. As of March 31, 2025, approximately 30% of Akoma assays remained outstanding.

Sky Gold B

The Sky Gold B prospect is located approximately 9km northwest of the Esaase deposit in an area that may be underlain by lithologies and structural settings similar to those that host the known Asankrangwa gold belt deposits. Following encouraging results from the initial drill testing in 2024, a follow-up gradient array Induced Polarization ("IP") survey commenced in Q1 2025. The program is designed to identify targets for potential follow-up drilling. As of March 31, 2025, the survey was approximately 30% complete. The IP survey and associated results are expected to be completed in the second half of 2025.

Greenfield Targets

In addition to the drill programs above, the Company also initiated geophysical surveys and conducted mapping and prospecting on several regional greenfield targets across the AGM's tenements with an objective of identifying new potential drill targets. Work in Q1 2025 focused on areas along strike to the southwest of the Nkran deposit.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

Exploration Cost

Exploration expenditure in Q1 2025 was $2.7 million and are tracking in line with guidance.

ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE

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

The Company implements its sustainability program with a focus on four key areas: (1) protecting human rights; (2) maintaining the occupational health and safety of employees and the local catchment communities; (3) advancing the socio-economic welfare and health of local catchment communities; and (4) managing environmental impacts of operations and exploration activities. For further details on the Company's sustainability program, refer to the Company's 2024 Sustainability Report (the "2024 Sustainability Report") published on May 12, 2025, which is available on the Company's website at www.galianogold.com. The disclosures and metrics of the 2024 Sustainability Report align with international reporting standards, including the Global Reporting Initiative and the Metals and Mining Standards of the Sustainability Accounting Standards Board.

Health & Safety

In Q1 2025, two LTIs, one medically treated injury, and one first aid case were recorded, resulting in a 12-month rolling LTIFR of 0.43. While this reflects an increase from the prior quarter, a number of safety initiatives were implemented to strengthen performance. A mine-wide campaign on hand safety was launched, emphasizing awareness and prevention of hand-related injuries. Refresher training on hazard identification and timely action closure was delivered to supervisors and managers, while a revised energy isolation procedure was introduced across the AGM. Emergency response capabilities were also reinforced through targeted training and a cyanide management simulation.

Social Performance

Implementation of a Five-Year Socio-Economic Development Plan advanced in Q1 2025, with key livelihood initiatives, including a local apprenticeship program, a scholarship program, and soap-making training, moving into early execution. Community infrastructure projects under the Asanko Development Foundation continued across both the Obotan and Esaase catchment communities. Stakeholder engagement remained active, with over 30 targeted meetings held across both project areas to support community entry, address grievances, and provide updates on employment and development programs.

Environmental Performance

Environmental monitoring during Q1 2025 at both Obotan and Esaase project sites indicated compliance with regulatory standards for water, air quality, and noise, with no adverse impacts on nearby communities. The Ghanaian Environmental Protection Agency also completed its Q4 2024 third-party audit of the AGM's tailing facility, with no significant findings.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

MACROECONOMIC FACTORS

Gold Price

The price of gold is the largest single factor in determining the Company's profitability and cash flow from operations. Therefore, the financial performance of the Company is expected to be closely linked to the price of gold. Historically, the price of gold has been subject to volatile price movements over short periods of time and affected by numerous macroeconomic factors that are beyond the Company's control. The price of gold may be impacted by currency exchange rate fluctuations and the relative strength of the US dollar, the supply of and demand for gold, geopolitical events and macroeconomic factors, such as interest rates and inflation expectations. During Q1 2025, the price of gold traded between a low of $2,633/oz in early January and a high of $3,134/oz at the end of March, with the average price for Q1 2025 based on the London Bullion Market Association ("LBMA") PM benchmark of $2,860/oz, compared to the Q1 2024 average price of $2,070/oz. Gold prices during Q1 2025 were influenced by geopolitical risks, specifically tariffs levied by the United States on its trading partners, and volatility in interest rates and the US dollar, among other factors.

During Q1 2025, the AGM realized an average gold price of $2,833/oz, excluding the effect of realized losses on gold hedging instruments. The LBMA PM spot gold price as of May 13, 2025 was approximately $3,228/oz.

Management continues to evaluate opportunities to take advantage of this historically high gold price environment to protect the balance sheet, particularly in light of periods where forecast capital expenditures are estimated to be elevated relative to the life of mine average.

Ghana Economy

In October 2023, the International Monetary Fund ("IMF") and the Ghana government reached a staff-level agreement on the first review of its $3 billion financing arrangement over a 3-year period (the "IMF Loan"). Three tranches totaling $1.6 billion of the IMF Loan were approved by December 2024. In April 2025, the IMF and Ghana reached an agreement on the fourth review of the country's economic reform agenda. This agreement will provide Ghana with access to an additional $370 million under the IMF Loan, bringing total disbursements under the three-year IMF Loan to $1.9 billion.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

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

REVIEW OF CONSOLIDATED FIRST QUARTER FINANCIAL RESULTS

Selected financial results for the three months ended March 31, 2025 and 2024

	Three months ended March 31,
	2025	2024(3)
(in thousands of US dollars, except per share amounts)
Revenue	76,590	31,695
Cost of sales:
Production costs	(42,242	(20,766
Depreciation and depletion	(14,393	(2,827
Royalties	(4,595	(1,905
Total cost of sales	(61,230	(25,498
Income from mine operations	15,360	6,197
General and administrative expenses	(5,100	(7,693
Exploration and evaluation expenditures	(1,471	(609
Share of net income related to joint venture	-	2,432
Service fee earned as operators of joint venture	-	976
Gain on derecognition of equity investment in joint venture	-	1,298
Income from operations and joint venture	8,789	2,601
Transaction costs	-	(2,299
Finance income	1,126	2,506
Finance expense	(39,111	(5,725
Foreign exchange loss	(196	(291
Net loss and comprehensive loss for the period	(29,392	(3,208
Net loss attributable to:
Common shareholders of the Company	(26,806	(3,208
Non-controlling interest	(2,586	-
Net loss for the period	(29,392	(3,208
Weighted average number of shares outstanding:
Basic	257,172,124	233,510,750
Diluted	257,172,124	233,510,750
Net loss per share attributable to common shareholders:
Basic	(0.10	(0.01
Diluted	(0.10	(0.01

All values are in US Dollars.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

^(^^3^^)^ The Company acquired Gold Fields Limited's 45% equity interest in the AGM on March 4, 2024, thereby increasing the Company's equity interest to 90% as of this date. The Company therefore consolidated the financial results of the AGM commencing on March 4, 2024. Prior to this date, the Company accounted for its previous 45% equity interest in the AGM by applying the equity method of accounting.

Revenue

During Q1 2025, the Company sold 26,994 ounces of gold at an average realized gold price of $2,833/oz for total revenue of $76.6 million (including $0.1 million of by-product silver revenue). During Q1 2024, the Company sold 14,912 ounces of gold at an average realized gold price of $2,125/oz for total revenue of $31.7 million. The increase in revenue quarter-on-quarter was due to an 81% increase in gold ounces sold and a 33% increase in realized prices. Gold ounces sold in Q1 2025 were higher than Q1 2024 as the Company only consolidated the financial results of the AGM from March 4, 2024 to March 31, 2024 in the comparative period.

Production costs

During Q1 2025, the Company incurred production costs of $42.2 million, compared to $20.8 million in Q1 2024. Production costs were higher in Q1 2025 due to more gold ounces sold as described under the heading "Revenue" above.

Depreciation and depletion

During Q1 2025, depreciation and depletion expense on mineral properties, plant and equipment ("MPP&E") was $14.4 million, compared to $2.8 million in Q1 2024. The increase in depreciation and depletion expense resulted from the comparative period only including the financial results of the AGM from March 4, 2024 to March 31, 2024. Additionally, Q1 2025 included higher depreciation recorded on right-of-use lease assets associated with mining services contracts, as well as depletion of Abore and Esaase development and capitalized stripping costs.

Royalties

The Ghanaian government charges a 5% royalty on revenues earned through sales of minerals from the AGM's concessions. The AGM's Esaase concession is also subject to a 0.5% net smelter return royalty payable to the Bonte Liquidation Committee. The Esaase royalty is presented within production costs.

The Government of Ghana also imposed a short-term special levy, the GSL, on all companies operating in Ghana which became effective on May 1, 2023. The purpose of the GSL was to support growth and fiscal sustainability of the Ghanaian economy. On March 26, 2025, the Government of Ghana passed a bill to increase the GSL on gold mining companies from 1% to 3%, effective April 1, 2025, and extended the sunset clause to 2028. The GSL is presented as a royalty expense in the Statement of Operations.

Royalties expense was higher in Q1 2025 due to higher recorded revenues.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

General and administrative ("G&A") expenses

The following table summarizes G&A expenses for the three months ended March 31, 2025 and 2024:

	Three months ended March 31,
	2025	2024
(in thousands of US dollars)
Wages, benefits and consulting	(2,358	(1,645
Office, rent and administration	(351	(299
Professional and legal	(446	(315
Share-based compensation	(1,136	(5,128
Travel, marketing, investor relations and regulatory	(395	(272
Withholding taxes	(382	-
Depreciation	(32	(34
Total G&A expense	(5,100	(7,693

All values are in US Dollars.

G&A expenses in Q1 2025 were $2.6 million lower than Q1 2024 due to a $4.0 million decrease in share-based compensation expense resulting from a decrease in the fair value of cash‐settled long‐term incentive plan awards linked to the price of the Company's common shares. This was partly offset by the Company consolidating the financial results of the AGM for the entire three months ended March 31, 2025; whereas, in the comparative period, the Company only consolidated the financial results of the AGM from March 4, 2024 to March 31, 2024. The Company also recorded a withholding tax expense in Q1 2025 relating to a tax optimization strategy.

Finance expense

The following table summarizes significant components of finance expense for the three months ended March 31, 2025 and 2024:

	Three months ended March 31,
	2025	2024
(in thousands of US dollars)
Unrealized losses on gold hedging instruments	(30,216	(4,078
Realized losses on gold hedging instruments	(4,900	(169
Interest on lease liabilities	(1,563	(421
Accretion expense on asset retirement provisions	(687	(221
Accretion expense on deferred consideration	(754	(246
Change in fair value of contingent consideration	(892	(549
Other	(99	(41
Total finance expense	(39,111	(5,725

All values are in US Dollars.

Finance expense was higher in Q1 2025 due to a $26.1 million increase in unrealized losses on the AGM's zero cost gold collar ("ZCC") hedges and a $4.7 million increase in realized losses on ZCC gold hedges. Interest on lease liabilities and accretion expense on asset retirement provisions were higher in Q1 2025 due to the Company consolidating the financial results of the AGM for the entire three months ended March 31, 2025; whereas, in the comparative period, the Company only consolidated the financial results of the AGM from March 4, 2024 to March 31, 2024.

The change in fair value of contingent consideration payable to Gold Fields Limited was higher in Q1 2025 due to higher forecast gold prices impacting the amount of estimated future royalty payments from the Nkran deposit.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

FINANCIAL CONDITION

	March 31, 2025	December 31, 2024
(in thousands of US dollars)	$
Cash and cash equivalents	106,381	105,775
Other current assets	65,950	59,810
Non-current assets	354,875	334,768
Total assets	527,206	500,353
Current liabilities	143,044	110,815
Non-current liabilities	164,640	141,769
Total liabilities	307,684	252,584
Common shareholders' equity	217,795	243,456
Non-controlling interest	1,727	4,313
Total liabilities and equity	527,206	500,353

All values are in US Dollars.

LIQUIDITY AND CAPITAL RESOURCES

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

The Company's cash and cash equivalents of $106.4 million, together with projected cash flows from operations over the next 12 months at current spot gold prices, are expected to be sufficient to satisfy the Company's financial, operating, capital commitments and contractual obligations that require settlement within the next 12 months, including the $25 million deferred consideration payment due to Gold Fields Limited on December 31, 2025. However, the Company's cash flows and its ability to meet working capital requirements and contractual obligations is significantly influenced by the price of gold. Volatility in the gold price contributes to risk that cash flow from operations and other sources of liquidity will be insufficient to meet the Company's financial obligations as they become due and fund the Company's ongoing development and exploration projects. The Company aims to manage its liquidity by ensuring that it can manage spending and provide adequate cash flow to meet all commitments as they fall due.

Working capital

As at March 31, 2025, the Company had net working capital of $36.3 million (December 31, 2024 - $61.8 million). The decrease in working capital was primarily due to an increase in the fair value of the Company's gold hedge derivative liabilities. Refer to the discussion under the heading "Gold price hedging" below for further details on the Company's gold hedging program.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024
	March 31, 2025	December 31, 2024
---	---	---
(in thousands of US dollars)
Cash and cash equivalents	106,381	105,775
Accounts receivable	442	104
Inventories	41,934	42,830
Value added tax receivables	14,799	8,328
Prepaid expense and other	8,775	8,548
Accounts payable and accrued liabilities	(94,339	(64,348
Lease liabilities - current	(17,821	(15,937
Deferred consideration	(23,889	(23,535
Total net working capital	36,282	61,765

All values are in US Dollars.

Cash flows

The following table provides a summary of the Company's cash flows for the three months ended March 31, 2025 and 2024:

	Three months ended March 31,
	2025	2024
(in thousands of US dollars)
Cash provided by (used in):
Operating activities	25,892	13,028
Investing activities	(21,613	63,748
Financing activities	(3,366	(937
Impact of foreign exchange on cash and cash equivalents	(307	(305
Increase in cash and cash equivalents during the period	606	75,534
Cash and cash equivalents, beginning of period	105,775	55,270
Cash and cash equivalents, end of period	106,381	130,804

All values are in US Dollars.

Cash flows from operating activities

The 99% increase in operating cash flows during Q1 2025, relative to the comparative period in 2024, was driven by the Company consolidating the financial results of the AGM for the entire three months ended March 31, 2025; whereas, in the comparative period, the Company only consolidated the financial results of the AGM from March 4, 2024 to March 31, 2024. Cash flow from operations in Q1 2025 were supported by higher realized gold prices, partly offset by higher operating costs related to the ongoing development of the Abore deposit, recommencement of mining activities at the Esaase deposit and lower gold production resulting from the temporary processing plant shutdown.

Cash used in investing activities

During Q1 2025, the Company invested $22.1 million in additions to MPP&E and earned $1.0 million of interest on short-term investments. Total cash expenditure on MPP&E during the current period included $12.9 million of waste stripping costs at the Abore and Esaase deposits, development capital expenditures of $6.5 million primarily related to the secondary crusher and pre-stripping costs at Nkran cut 3.

During Q1 2024, the Company generated $63.7 million in cash flow from investing activities, of which $72.5 million related to the net cash acquired in the transaction with Gold Fields Limited to purchase their 45% equity interest in the AGM. This was partly offset by $2.3 million in acquisition-related costs and $7.3 million of expenditures on MPP&E in Q1 2024.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

Cash used in financing activities

During Q1 2025, cash flow used in financing activities primarily related to capitalized lease payments on the Company's mining and other service contracts. The increase in cash flow used in financing activities from Q1 2024 to Q1 2025 was due to the Company consolidating the AGM's cash flows for the entire three months ended March 31, 2025.

Commitments and contractual obligations

The following table summarizes the Company's commitments and contractual obligations as at March 31, 2025 and December 31, 2024.

	Less than	1-3	4-5	After	March 31,	December 31,
(in thousands of US dollars)	1 year	years	years	5 years	2025	2024
Accounts payable and accrued liabilities	57,814	-	-	-	57,814	48,125
ZCC gold hedges	29,489	14,485	-	-	43,974	13,758
Long-term incentive plan<br>(cash-settled awards)	7,036	507	-	-	7,543	7,405
Mining and other services contracts	24,185	34,849	16,378	6,942	82,354	44,590
Asset retirement provisions (undiscounted)	-	3,337	4,709	69,277	77,323	75,770
Deferred and contingent consideration (undiscounted)	25,000	30,000	34,651	5,077	94,728	94,237
Corporate office lease	116	224	235	50	625	83
Total commitments	143,640	83,402	55,973	81,346	364,361	283,968

The ZCC gold hedges commitment represents the mark-to-market fair value of the Company's current gold hedging program (see "Gold price hedging" below) based upon a spot price of approximately $3,100/oz as of March 31, 2025. The settlement amount of these hedges, if any, will depend on the price of gold at the settlement date.

Long-term incentive plan commitments due within one year include all deferred share unit ("DSU") awards granted to directors of the Company prior to FY 2025 amounting to $5.9 million. These commitments are considered to be current because the timing of payments could be accelerated if a director retires, or in the event of a change of control. DSU awards granted in FY 2025 will be settled by the issuance of the Company's common shares.

The Company has a number of mining and other service contracts. These contracts include monthly fixed fees as well as variable cost measures. The contractual obligations disclosed in the above table relate only to the fixed fees payable to the contractors. The variable cost measures of these contracts are dependent volumes, such as bank cubic meters mined or ore tonnes transported. The expense relating to these variable payments and recognized as an operating expense was $25.2 million for the three months ended March 31, 2025 (three months ended March 31, 2024 - $11.5 million). The mining services contracts include termination clauses, which allow the Company to terminate the agreements provided a termination fee is paid to the contractor.

The timing of contingent payments to Gold Fields Limited, totaling $39.7 million, is based upon management's best estimate of when payments would be required to be made based upon the AGM's current life of mine plan.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

Contingencies

A former services provider of the AGM filed a dispute with an arbitration tribunal alleging the AGM breached the terms of a services agreement and claimed approximately $25.0 million in damages. The arbitrator ruled in favour of the AGM that there had not been a breach of any terms of the contract, yet made an award to the counterparty of approximately $13.0 million plus interest for services rendered. The AGM, consistent with the arbitration ruling, maintains the view that there was no breach of contract, and all contractual amounts were paid as due. The AGM therefore is undertaking an appeals process in the Court of Appeal in Ghana. A provision of $7.0 million has been recorded as at March 31, 2025 as management's best estimate to settle the claim (December 31, 2024 - $7.0 million). While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes the estimated provision is reasonable based on the information currently available.

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

Off-balance sheet arrangements

The Company has no off‐balance sheet arrangements.

Gold price hedging

The Company periodically enters into gold hedging arrangements to mitigate gold price risk during periods of planned elevated capital investment. During the three months ended March 31, 2025, the Company realized a $4.9 million loss on its gold hedging arrangements (three months ended March 31, 2024 - realized loss of $0.2 million). The Company does not apply hedge accounting to the ZCC gold hedges.

The Company has ZCC gold hedges for 5,000 gold ounces per month for all of 2025 and 2026 (total of 45,000 gold ounces remaining in 2025 and 60,000 gold ounces in 2026). The remaining 2025 ZCC gold hedges have a put strike of $2,000/oz and call strikes ranging between $2,553/oz to $2,645/oz, while the 2026 ZCC gold hedges have a put strike of $2,300/oz and call strikes ranging between $2,962/oz to $3,162/oz.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

SUMMARY OF QUARTERLY FINANCIAL RESULTS

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

	Q1 2025	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023		Q3 2023	Q2 2023
Revenue	76,590	64,551	71,130	63,963	31,695	-		-	-
Income from mine operations	15,360	21,788	26,444	25,132	6,197	-		-	-
Income (loss) from operations and JV	8,789	3,075	22,904	16,578	2,601	(2,271	)	8,126	8,805
Net (loss) income for the period	(29,392	3,369	1,100	8,831	(3,208	(5,758	)	11,389	11,961
Basic and diluted (loss) income per share	(0.10	$0.00	$0.00	$0.03	(0.01	($0.03	)	0.05	0.05
Adjusted net income (loss) attributable to common shareholders ^(1)^	3,410	5,096	17,743	7,264	6,493	(5,758	)	11,389	11,961
Adjusted basic and diluted income (loss) per share^(1)^	0.01	$0.02	$0.07	$0.03	0.03	($0.03	)	0.05	0.05
Cash provided by (used in) operating activities	25,892	13,806	24,449	4,463	13,028	(1,574	)	(140	(1,377
EBITDA^(1)^	25,604	9,675	30,787	20,368	2,872	(2,554	)	8,161	8,870

All values are in US Dollars.

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

During Q2 2023 and Q3 2023, strong net income and earnings before interest, taxes, depreciation and amortization ("EBITDA")^1^ were reflective of the AGM joint venture's underlying performance and rising gold price environment. The reduction in net earnings during Q4 2023 was mainly due to lower earnings from the AGM joint venture resulting from a restart and ramp up of mining at Abore deposit; a $3.9 million downward fair value adjustment on the Company's preferred shares in the AGM joint venture, resulting from a change in forecast timing of distributions; and higher G&A expenses due to higher share-based compensation expense.

On March 4, 2024, the Company completed the acquisition of Gold Fields Limited's 45% equity interest in the AGM and as of this date commenced consolidating the financial results of the AGM. The increase in the Company's revenue, income from mine operations, income from operations, cash provided by operating activities and EBITDA^1^ since Q1 2024 were due to consolidating the AGM's financial results and cash flows.

The decrease in EBITDA^1^ in Q4 2024 was due to the Company terminating a gold sales offtake agreement and paying a $13.1 million termination fee.

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

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

NON-IFRS MEASURES

Total cash costs per gold ounce sold

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

The following table provides a reconciliation of the AGM's total cash costs per gold ounce sold to production costs of the Company (the nearest IFRS measure) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2025 and 2024.

	Three months ended March 31,
	2025	2024
(in thousands of US dollars, except per ounce amounts)
Production costs	42,242	20,766
Unconsolidated production costs^(1)^	-	20,810
Fair value adjustments on acquired inventories^(2)^	-	(7,830
Adjusted production costs	42,242	33,746
By-product silver revenue	(127	(127
Royalties	4,595	3,939
Total cash costs	46,710	37,558
Gold ounces sold	26,994	31,840
Total cash costs per gold ounce sold ($/oz)	1,730	1,180

All values are in US Dollars.

^(^^1^^)^Unconsolidated production costs presented in the table above relate to periods when the Company accounted for its interest in the AGM joint venture using the equity method of accounting.

^(2)^ Fair value adjustments on acquired inventories have been restated to retrospectively adjust for final purchase price accounting adjustments as of the March 4, 2024 transaction date.

AISC per gold ounce sold

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

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

AISC adjusts total cash costs for G&A expenses, reclamation cost accretion, sustaining capitalized stripping costs, sustaining capital expenditures and lease payments and interest expense on the AGM's mining and service lease agreements. Sustaining capital expenditures, capitalized stripping costs, reclamation cost accretion and lease payments and interest expense on lease agreements are not line items on the Company's financial statements. Sustaining capital expenditures are defined as those capital expenditures which do not materially benefit annual or life of mine gold ounce production at a mine site. A material benefit to a mine site is considered to be at least a 10% increase in annual or life of mine production, net present value, or mineral reserves compared to the remaining life of mine of the operation. As such, sustaining costs exclude all expenditures at the AGM's new projects and certain expenditures at the AGM's operating sites which are deemed expansionary in nature. Capitalized stripping costs represent costs incurred at steady-state operations during the period; these costs are generally not considered expansionary in nature as the stripping phase is expected to take less than 12 months and resulting ore production is of a short-term duration. Reclamation cost accretion represents the growth in the AGM's reclamation provision due to the passage of time. This amount does not reflect cash outflows, but it is considered to be representative of the periodic costs of reclamation and remediation. Lease payments on mining and service lease agreements represent cash outflows, while interest expense represents the financing component inherent in the lease. Reclamation cost accretion and lease interest are included in finance expense in the Company's results, as disclosed in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2025 and 2024.

The following table provides a reconciliation of AISC for the AGM to production costs and various operating expenses of the Company (the nearest IFRS measures) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2025 and 2024.

	Three months ended March 31,
	2025	2024
(in thousands of US dollars except per ounce amounts)	$	$
Total cash costs (as reconciled above)	46,710	37,558
G&A expense of the AGM (see table below)	715	706
Sustaining capital expenditures and capitalized stripping costs	14,249	14,945
(see table below)
Reclamation accretion expense^(1)^	687	664
Sustaining lease payments^(2)^	3,573	2,289
Interest on lease liabilities^(3)^	1,571	929
All-in sustaining cost	67,505	57,091
Gold ounces sold	26,994	31,840
All-in sustaining cost per gold ounce sold ($/oz)	2,501	1,793

^(1)^ Accretion expense for the three months ended March 31, 2024 was $221 per the Company's consolidated interim financial statements. Unconsolidated accretion expense of the AGM for the period January 1, 2024 to March 3, 2024 amounted to $443, when the Company accounted for its previous 45% equity interest in the AGM by applying the equity method of accounting.

^(2)^ Sustaining lease payments for the three months ended March 31, 2025 was $3,604 per the Company's consolidated interim financial statements, which included $31 of lease payments for corporate office space. Sustaining lease payments for the three months ended March 31, 2024 was $1,078 per the Company's consolidated interim financial statements. Unconsolidated lease payments of the AGM for the period January 1, 2024 to March 3, 2024 amounted to $1,244 and corporate office lease payments amounted to $33.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

^(3)^ Interest expense on lease liabilities for the three months ended March 31, 2025 was $1,563 per the Company's consolidated interim financial statements, which included a credit to interest expense of $8 on a corporate office lease. Sustaining lease payments for the three months ended March 31, 2024 was $412 per the Company's consolidated interim financial statements. Unconsolidated interest expense on lease liabilities of the AGM for the period January 1, 2024 to March 3, 2024 amounted to $511 and interest expense on a corporate office lease amounted to $3.

The following table reconciles G&A expense of the AGM to the Company's G&A expense (the nearest IFRS measure) as presented in the Statements of Operations of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024. Unconsolidated G&A expense of the AGM relates to the period January 1, 2024 to March 3, 2024 when the Company accounted for its previous 45% equity interest in the AGM by applying the equity method of accounting.

	Three months ended March 31,
	2025	2024
(in thousands of US dollars)
Consolidated G&A expense	5,100	7,693
Add (less):
Corporate G&A expense	(4,385	(7,447
Unconsolidated G&A expense of the AGM	-	460
G&A expense of the AGM	715	706

All values are in US Dollars.

The following table reconciles sustaining capital expenditures and sustaining capitalized stripping costs to the Company's total MPP&E additions (the nearest IFRS measure) as presented in note 7 of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024. Unconsolidated MPP&E additions of the AGM relate to the period January 1, 2024 to March 3, 2024 when the Company accounted for its previous 45% equity interest in the AGM by applying the equity method of accounting.

	Three months ended March 31,
	2025	2024
(in thousands of US dollars)
Additions to MPP&E (note 7 of financial statements)	32,242	13,361
Add (less):
Non-sustaining capital expenditures	(7,848	(2,464
Capital expenditures - corporate	(6	(4
Non-cash additions related to leases	(11,157	(6,051
Change in accounts payable related to capitalized stripping costs	1,018	-
Unconsolidated MPP&E additions of the AGM	-	10,103
Sustaining capital expenditures	14,249	14,945

All values are in US Dollars.

Free Cash Flow

The Company uses the financial measure Free Cash Flow, which is a non-IFRS financial measure, to supplement information in its consolidated financial statements ("Free Cash Flow"). Free Cash Flow does not have any standardized meaning prescribed under IFRS, and therefore it may not be comparable to similar measures employed by other companies. The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this information to evaluate the Company's performance with respect to its operating cash flow capacity to meet non-discretionary outflows of cash. Free Cash Flow is calculated as cash flows from operating activities, excluding one-time charges not indicative of current period cash flow performance, less cash flows used in investing activities and payments of lease liabilities for leases capitalized under IFRS 16.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

The following table provides a reconciliation of the Company's Free Cash Flow to its cash flows from operating activities (the nearest IFRS measure) as presented in the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025. Free Cash Flow for the three months ended March 31, 2024 is presented on a 100% basis for the AGM. Refer to section 4.4 of the Company's MD&A for the three months ended March 31, 2024 for the AGM's cash flows from operating and investing activities.

	Three months ended March 31,
	2025	2024
(in thousands of US dollars )
Cash flows from operating activities	25,892	13,028
Cash flows used in investing activities	(21,613	63,748
Lease payments (capitalized leases)	(3,604	(1,078
Free Cash Flow for the period	675	75,698

All values are in US Dollars.

EBITDA and Adjusted EBITDA

EBITDA, which is a non-IFRS measure, provides an indication of the Company's continuing capacity to generate income from operations before considering the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income (loss) excluding finance expense, finance income, depreciation and depletion expense and income taxes. Adjusted EBITDA, also a non-IFRS measure, adjusts EBITDA to exclude non-recurring items and non-cash items ("Adjusted EBITDA") and includes the calculated Adjusted EBITDA of the AGM joint venture for periods prior to the consolidation of its ownership. Adjusted EBITDA also adds back the Government of Ghana's 10% share of the AGM's net earnings (loss) as dividends will only be paid to shareholders of the AGM once the entity has positive retained earnings.

The following table provides a reconciliation of the Company's EBITDA and Adjusted EBITDA to net income (loss) of the Company (the nearest IFRS measure) as presented in the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024
	Three months ended March 31,
---	---	---
	2025	2024
(in thousands of US dollars )
Net income (loss) attributable to common shareholders for the period	(26,806	(3,208
Add back (deduct):
Depreciation and depletion expense	14,425	2,861
Finance income	(1,126	(2,506
Finance expense	39,111	5,725
EBITDA for the period	25,604	2,872
Add back (deduct):
Adjustment for non-cash long-term incentive plan compensation	907	388
Share of net income related to joint venture	-	(2,432
Gain on derecognition of equity investment in joint venture	-	(1,298
Transaction costs	-	2,299
Realized losses on gold hedges	(4,900	-
Non-controlling interest	(2,586	-
Galiano's attributable interest in JV Adjusted EBITDA	-	3,243
Adjusted EBITDA for the period	19,025	5,072

All values are in US Dollars.

Adjusted net income (loss)

The Company has included the non-IFRS performance measures of adjusted net income (loss) and adjusted net income (loss) per share throughout this MD&A. Neither adjusted net income (loss) nor adjusted net income (loss) per share have any standardized meaning and are therefore unlikely to be comparable to other measures presented by other issuers. Adjusted net income (loss) excludes certain non-cash items from net income (loss) to provide a measure which helps the Company and investors to evaluate the results of the underlying core operations of the Company and its ability to generate cash flows. The Company believes that the presentation of adjusted net income (loss) is appropriate to provide additional information to investors regarding items that management does not expect to continue at the same level in the future or that management does not believe to reflect the Company's ongoing operating performance. The Company further believes that its presentation of this non-IFRS financial measure provides information that is useful to investors because it is an important indicator of the strength of operations and the performance of the Company's core business.

The following table provides a reconciliation of adjusted net income (loss) to net income (loss) of the Company (the nearest IFRS measure) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2025 and 2024.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024
	Three months ended March 31,
---	---	---
	2025	2024
(in thousands of US dollars, except per share amounts)
Net loss attributable to common shareholders for the period	(26,806	(3,208
Realized purchase price adjustments on inventories	-	8,700
Gain on derecognition of equity investment in joint venture	-	(1,298
Transaction costs	-	2,299
Unrealized losses on ZCC hedges	30,216	-
Adjusted net income for the period	3,410	6,493
Basic weighted average common shares outstanding	257,172,124	233,510,750
Diluted weighted average common shares outstanding	257,172,124	233,510,750
Adjusted net income per share - basic	0.01	0.03
Adjusted net income per share - diluted	0.01	0.03

All values are in US Dollars.

OUTSTANDING SHARE DATA

As of the date of this MD&A, there were 257,539,775 common shares of the Company issued and outstanding and 12,542,672 stock options outstanding (exercisable to purchase common shares at exercise prices ranging between C$0.53 and C$2.37 per share). Additionally, there are 2,638,904 long-term incentive plan ("LTIP") awards, comprising restricted share units, performance share units and DSUs, that may be settled in equity. The maximum number of common shares issuable upon conversion of these LTIP awards is 3,293,904 common shares. The fully diluted outstanding share count at the date of this MD&A is 272,721,351.

RELATED PARTY TRANSACTIONS

As at March 31, 2025, the Company's related parties are its subsidiaries and key management personnel (being directors and executive officers of the Company). During the normal course of operations, the Company enters into transactions with its related parties. During the three months ended March 31, 2025, all related party transactions were in the normal course of business including compensation payments to key management personnel.

During the three months ended March 31, 2024, other than compensation paid to key management personnel, the only related party transactions were with the AGM in respect of the Company's service fee earned for being the operator of the AGM joint venture until March 3, 2024. For the three months ended March 31, 2024, the joint venture service fee was comprised of a gross service fee of $1.2 million less withholding taxes payable in Ghana of $0.2 million.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Estimates and judgements

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in preparing the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024 are reasonable; however, actual results could differ from those estimates and assumptions and could impact future results of operations and cash flows. The Company's significant accounting judgements and estimates are presented in note 5 of the audited consolidated annual financial statements for the years ended December 31, 2024 and 2023.

Changes in accounting policies including initial adoption

Accounting standards adopted during the period

There were no new accounting standards effective January 1, 2025 that impacted the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025.

Accounting standards and amendments issued but not yet adopted

The following standards and interpretations, which may be applicable to the Company, have been issued but are not yet effective as of March 31, 2025:

IFRS 18

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

IFRS 7 and 9

In May 2024, the IASB issued amendments to the classification and measurement of financial instruments (IFRS 7 and IFRS 9), which included clarification that a financial liability is derecognized on the 'settlement date'; an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met; clarification on how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance-linked features; and requires additional disclosures under IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event. The amendments to IFRS 7 and IFRS 9 will be effective for annual reporting periods beginning on or after January 1, 2026. The amendments to IFRS 7 and IFRS 9 are not expected to have a material impact on the Company's consolidated financial statements.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

RISKS AND UNCERTAINTIES

Financial instruments and risk

The Company's business, operations and future prospects are subject to significant risks. For details of these risks, refer to the risk factors set forth in the Company's most recently filed AIF for the year ended December 31, 2024, which can be found under the Company's SEDAR+ profile at www.sedarplus.ca, and the Company's most recently filed Form 40-F Annual Report for the year ended December 31, 2024, which can be found on EDGAR at www.sec.gov.

Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, prospects and 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.

Financial instruments

As at March 31, 2025, the Company's financial instruments consist of cash and cash equivalents, accounts receivable, marketable securities, accounts payable and accrued liabilities, lease liabilities, financial liabilities, long-term incentive plan liabilities, deferred and contingent consideration payable to Gold Fields Limited and the 1% net smelter return royalty on production from the Nkran deposit (the "Nkran Royalty") payable to Gold Fields Limited. The Company classifies cash and cash equivalents and accounts and value added tax receivables as financial assets measured at amortized cost, while accounts payable and accrued liabilities, lease liabilities and deferred consideration are classified as other financial liabilities and measured at amortized cost. Marketable securities, long-term incentive plan liabilities, contingent consideration and the Nkran Royalty are financial assets and financial liabilities, respectively, measured at fair value through profit or loss. Marketable securities fall within Level 1 of the fair value hierarchy, while the aforementioned financial liabilities all fall within Level 3. The ZCC gold hedging instruments are also recorded at fair value at the reporting date and fall within Level 1 of the fair value hierarchy. Refer to note 11 of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024 for discussion on the significant assumptions made in determining the fair value of the deferred and contingent consideration and Nkran Royalty.

The credit risk, liquidity risk and market risk associated with the Company's financial instruments are disclosed in note 22(d) of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

As at March 31, 2025, the carrying and fair values of the Company's financial instruments by category are as follows (in thousands of US dollars):

	Fair value through<br>profit or loss	Amortized cost	Carrying value	Fair value
As at March 31, 2025	$	$	$	$
Financial assets
Cash and cash equivalents	-	106,381	106,381	106,381
Accounts receivable	-	442	442	442
Marketable securities^(1)^	2,130	-	2,130	2,130
Total financial assets	2,130	106,823	108,953	108,953
Financial liabilities
Accounts payable and accrued liabilities^(2)^	36,525	57,814	94,339	94,339
Lease liabilities	-	47,988	47,988	47,988
Deferred consideration	-	50,863	50,863	50,863
Contingent consideration	17,454	-	17,454	17,454
Nkran royalty	4,699	-	4,699	4,699
Other non-current liabilities^(2)^	14,992	-	14,992	14,992
Total financial liabilities	73,670	156,665	230,335	230,335

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

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

INTERNAL CONTROL

Internal control over financial reporting ("ICFR")

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

During the three months ended March 31, 2025, there have been no changes in ICFR that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.

Limitations of controls and procedures

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

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

QUALIFIED PERSONS

The exploration information contained in this MD&A has been reviewed and approved by Mr. Chris Pettman, P.Geo, Vice President Exploration of Galiano. For further information regarding the exploration information in this MD&A, including the Quality Control and Quality Assurance and data verification measures taken with respect to such exploration information, refer to the Company's news release dated May 5, 2025 and filed on the Company's SEDAR+ profile at www.sedarplus.ca

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

CAUTIONARY STATEMENTS

Cautionary statement on forward-looking information

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

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

the deferred consideration payable in connection with the transaction with Gold Fields that closed on March 4, 2024;
the future price of gold;
the operating plans for the AGM;
the estimation of Mineral Reserves and Mineral Resources;
the timing and amount of estimated future production from the AGM, including production rates and gold recovery;
the timing of fleet mobilization and volumes mined at the Nkran deposit;
operating costs with respect to the operation of the AGM;
capital expenditures that are required to sustain and expand mining activities;
the meeting of working capital requirements, contractual obligations and other financial commitments as they fall due;
the timing, costs and project economics associated with the development plans for the AGM;
the availability of capital to fund the AGM's expansion plans and to fund the AGM's development plans;
any additional work programs to be undertaken by the Company;
timing of delivery of higher grade ore from Abore and Esaase;
timing of commissioning of the secondary crushing circuit;

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

the Company's planned and future drilling programs;
the ability of the AGM to maintain current inventory levels;
the timing of the development of new deposits;
success of exploration activities;
hedging practices;
currency exchange rate fluctuations;
central bank interest rate forecast;
estimate of a legal provision;
requirements for additional capital;
operating cash flows;
government regulation of mining operations;
regulatory investigations, claims, lawsuits and other proceedings;
environmental risks and remediation measures;
advancement and implementation of the Company's sustainability program;
changes in accounting policies and resulting impact on disclosures; and
usefulness of certain non-IFRS measures.

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

Mineral Reserve and Mineral Resource estimates may change and may prove to be inaccurate;
metallurgical recoveries may not be economically viable;
life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect;
actual production, costs, returns and other economic and financial performance may vary from the Company's estimates in response to a variety of factors, many of which are not within the Company's control;
inflationary pressures and the effects thereof;
the AGM has a limited operating history and is subject to risks associated with establishing new mining operations;
sustained increases in costs, or decreases in the availability, of commodities consumed or otherwise used by the Company may adversely affect the Company;
adverse geotechnical and geological conditions (including geotechnical failures) may result in operating delays and lower throughput or recovery, closures or damage to mine infrastructure;
the ability of the Company to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process ore, concentrate and tailings as planned is dependent on a number of factors and assumptions which may not be present or occur as expected;
the Company's mineral properties may experience a loss of ore, and the Company may experience lack of access to its mineral properties and other issues, due to illegal mining activities;
the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment;
outbreaks of COVID-19 and other infectious diseases may have a negative impact on global financial conditions, demand for commodities and supply chains and could adversely affect the Company's business, financial condition and results of operations and the market price of its common shares;
the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures;
the Company may be unsuccessful in attracting and retaining key personnel;
labour disruptions could adversely affect the Company's operations;
recoveries may be lower in the future and have a negative impact on the Company's financial results;
the lower recoveries may persist and be detrimental to the AGM and the Company;

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

the Company's business is subject to risks associated with operating in a foreign country;
risks related to the Company's use of contractors;
the hazards and risks normally encountered in the exploration, development and production of gold;
the Company's operations are subject to environmental hazards and compliance with applicable environmental laws and regulations;
the effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency;
the Company's operations and workforce are exposed to health and safety risks;
unexpected costs and delays related to, or the failure of the Company to obtain, necessary permits could impede the Company's operations;
the Company's title to exploration, development and mining interests can be uncertain and may be contested;
geotechnical risks associated with the design and operation of a mine and related civil structures;
the Company's properties may be subject to claims by various community stakeholders;
risks related to limited access to infrastructure and water;
risks associated with establishing new mining operations;
the Company's revenues are dependent on the market prices for gold, which have experienced significant recent fluctuations;
the Company may not be able to secure additional financing when needed or on acceptable terms;
the Company's shareholders may be subject to future dilution;
risks related to changes in interest rates and foreign currency exchange rates;
risks relating to credit rating downgrades;
changes to taxation laws applicable to the Company may affect the Company's profitability;
ability to repatriate funds;
the ability of the Company to manage procurement risks, including securing timely and cost-effective equipment and services, and mitigate risks related to supplier performance, fraud, collusion, bribery, kickbacks and unethical procurement practices;
risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws;
risks related to information systems security threats;
non-compliance with public disclosure obligations could have an adverse effect on the Company's stock price;
the carrying value of the Company's assets may change and these assets may be subject to impairment charges;
risks associated with changes in reporting standards;
the Company may be liable for uninsured or partially insured losses;
the Company may be subject to litigation;
damage to the Company's reputation could result in decreased investor confidence and increased challenges in developing and maintaining community relations which may have adverse effects on the business, results of operations and financial conditions of the Company and the Company's share price;
the Company may be unsuccessful in identifying targets for acquisition or completing suitable corporate transactions, and any such transactions may not be beneficial to the Company or its shareholders;
the Company must compete with other mining companies and individuals for mining interests;
the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions;
the Company's common shares may experience price and trading volume volatility;
the Company has never paid dividends and does not expect to do so in the foreseeable future;
the Company's shareholders may be unable to sell significant quantities of the Company's common shares into the public trading markets without a significant reduction in the price of its common shares, or at all; and
the risk factors described under the heading "Risk Factors" in the Company's AIF.

GALIANO GOLD INC.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended March 31, 2025 and 2024

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

the price of gold will not decline significantly or for a protracted period of time;
the accuracy of the estimates and assumptions underlying Mineral Reserve and Mineral Resource estimates;
the Company's ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions;
the global financial markets and general economic conditions will be stable and prosperous in the future;
the AGM will not experience any significant uninsured production disruptions that would materially affect revenues;
the ability of the Company to comply with applicable governmental regulations and standards;
the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana;
the success of the Company in implementing its development strategies and achieving its business objectives;
the Company will have sufficient working capital necessary to sustain its operations on an ongoing; and
the key personnel of the Company will continue their employment.

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

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

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

Cautionary note for United States investors

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

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

Form 52-109F2

Certification of interim filings - full certificate

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

Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended March 31, 2025.
No misrepresentations: **** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: **** Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

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

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

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

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

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

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

5.3 Limitation on scope of design: N/A

Reporting changes in ICFR: **** The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 14, 2025

/s/ Matt Badylak

_______________________

Matt Badylak

Chief Executive Officer

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

Form 52-109F2

Certification of interim filings - full certificate

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

Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended March 31, 2025.
No misrepresentations: **** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: **** Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

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

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

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

5.3 Limitation on scope of design: N/A

Reporting changes in ICFR: **** The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 14, 2025

/s/ Matthew Freeman

_____________________

Matthew Freeman

Chief Financial Officer

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

GALIANO GOLD REPORTS

Q1 PRODUCTION AND FINANCIAL RESULTS

Vancouver, British Columbia, May 14, 2025 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) is pleased to report its first quarter ("Q1") 2025 production and financial results. Galiano owns a 90% interest in the Asanko Gold Mine ("AGM") located on the Asankrangwa Gold Belt in the Republic of Ghana, West Africa.

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

Q1 2025 HIGHLIGHTS

Safety

Two lost-time injuries ("LTI") and three total recordable injuries (inclusive of LTIs) ("TRI") recorded.
12‐month rolling LTI and TRI frequency rates as of March 31, 2025 of 0.43 and 1.00 per million hours worked, respectively.

Mining

Mining activities focused on the Abore and Esaase deposits with 1.3 million tonnes ("Mt") of ore mined at an average mined grade of 0.8 grams per tonne ("g/t") gold and a strip ratio of 7.0:1.
Development of cut 3 at the Nkran deposit commenced ahead of schedule in February with 0.8 Mt of waste mined during the quarter.

Processing

The AGM processing plant was offline for a period of 14 days due to a key component of the Semi-Autogenous Grinding ("SAG") mill requiring repairs, during which no gold was recovered. This shutdown reduced quarterly production by approximately 4,500 to 5,000 ounces. The repairs to the SAG mill were completed during Q1 2025.
1.1 Mt of ore was milled at an average feed grade of 0.8 g/t, with metallurgical recovery averaging 87%. Throughput remains constrained until a secondary crushing circuit is commissioned during Q3 2025.
Produced 20,734 ounces of gold.
Sold 26,994 ounces of gold at an average realized price of $2,833 per ounce ("/oz").

Exploration

5,543 meters of infill drilling completed at the Abore deposit. Positive results led to discovery of a new high-grade zone immediately below the mineral reserve pit shell at the south end of the Abore Main pit. The infill drilling also increased confidence in the mineral reserve and mineral resource in the area in and around the known high-grade zone at the Abore South pit, while also increasing the strike length of this zone from 90m to 180m.

Cost and capital expenditures

Total cash costs^1^ of $1,730/oz and all-in sustaining costs^1^ ("AISC") of $2,501/oz.
Sustaining capital expenditures of $1.3 million and development capital expenditures (excluding Nkran pre-stripping costs) of $3.3 million.
Capitalized development pre-stripping costs at Nkran cut 3 of $3.2 million.

Financial

Cash and cash equivalents of $106.4 million at March 31, 2025, and no debt.
Generated cash flow from operating activities of $25.9 million.
Income from mine operations of $15.4 million.
Net loss of $0.10 per common share and adjusted net income^1^ of $0.01 per common share.
Adjusted EBITDA^1^ of $19.0 million.

"Having completed the first quarter, our mining operations, including the commencement of stripping at Nkran, are ramping up according to plan. Production and costs realized in the first quarter are not reflective of management's expectations for the balance of the year. Mill throughput and grade are planned to improve quarter on quarter and the secondary crusher commissioning remains on schedule," said Matt Badylak, Galiano's President and CEO. "Recent exploration results from Abore validate the high-grade zones within the existing Mineral Reserves and point to further expansion potential of the deposit at depth. Our team is focused on delivering a maiden underground resource at the AGM by year-end to build on our growth path as we look beyond our current life of mine."

_________________________________ ^1^ Refer to Non-IFRS Performance Measures

SUMMARY OF QUARTERLY OPERATIONAL AND FINANCIAL HIGHLIGHTS

****	Q1 2025	Q4 2024	Q3 2024	Q2 2024	Q1 2024^(2)^
Health and safety
LTIs	2	1	-	-	-
12-month rolling LTI frequency rate	0.43	0.15	0.00	0.15	0.16
Mining	****	****	****	****	****
Ore mined ('000t)	1,296	531	670	467	265
Waste mined ('000t)	9,124	8,698	9,726	7,427	4,877
Strip ratio (W:O)	7.0	16.4	14.5	15.9	18.4
Average gold grade mined (g/t)	0.8	1.0	1.1	1.0	0.9
Mining cost ($/t mined)	3.36	3.41	3.52	2.98	3.63
Ore tonnes trucked ('000 t)	1,053	685	665	503	566
Ore transportation cost ($/t trucked)	4.43	4.75	4.56	5.71	6.79
Processing	****
Ore milled ('000t)	1,086	1,179	1,162	1,336	1,467
Average mill head grade (g/t)	0.8	0.9	0.9	0.7	0.8
Average recovery rate (%)	87	85	91	82	83
Processing cost ($/t milled)	14.37	15.84	12.49	11.18	10.55
G&A cost ($/t milled)	5.78	6.28	5.74	5.13	4.74
Gold produced (oz)	20,734	28,508	29,784	26,437	30,386
Capital expenditures
Sustaining capital ($m)	1.3	0.8	0.8	0.6	3.9
Development capital ($m)	3.3	2.0	4.0	2.3	2.0
Nkran cut 3 waste stripping ($m)	3.2	-	-	-	-
Financial, costs and cash flow	****
Revenue ($m)^(3)^	76.6	64.6	71.1	64.0	31.7
Gold sold (oz)^(3)^	26,994	24,673	29,014	27,830	14,912
Average realized gold price ($/oz)^(3)^	2,833	2,609	2,446	2,292	2,125
AISC ($/oz sold)^(1)^	2,501	2,638	2,161	1,759	1,793
Income from mine operations ($m)	15.4	21.8	26.4	25.1	6.2
Cash flow from operating activities ($m)	25.9	13.8	24.4	4.5	13.0
Free cash flow ($m)^(1)^	0.7	(3.1)	(1.6)	(9.7)	75.7
Adjusted net income ($m)^(1)^	3.4	5.1	17.7	7.3	6.5

^(1)^ Refer to Non-IFRS Performance Measures.

^(2)^ Health and safety, mining, processing, capital expenditures and AISC^1^ information for Q1 2024 are presented on a 100% basis for the AGM.

^(3)^ The Company acquired Gold Fields Limited's 45% equity interest in the AGM on March 4, 2024, thereby increasing the Company's equity interest to 90% as of this date. The Company therefore consolidated the financial results of the AGM commencing on March 4, 2024. Prior to this date, the Company accounted for its previous 45% equity interest in the AGM by applying the equity method of accounting.

Mining

Development of the Abore pit continued during Q1 2025 with mined ore totaling 0.7 Mt, an increase of 32% from Q4 2024, at an average grade of 0.9 g/t. The strip ratio at Abore amounted to 7.5:1, a decrease of 54% from Q4 2024.
Recommenced mining operations at the Esaase deposit during Q1 2025 with mined ore totaling 0.6 Mt at an average grade of 0.8 g/t and a strip ratio of 5.1:1.
Commenced waste stripping of cut 3 at the Nkran deposit ahead of schedule in February 2025 with 0.8 Mt of waste rock was mined during Q1 2025. The mining contractor is expected to mobilize the majority of its fleet of mining equipment over 2025, which will result in higher volumes mined in 2026.
Mining cost per tonne at Abore and Esaase for Q1 2025 amounted to $3.31 per tonne ("/t") compared to $3.63/t in Q1 2024. The decrease in mining unit rates was due to an 87% increase in total tonnes mined, which reduced fixed mining costs on a per unit basis. At Nkran, mining cost per tonne was $3.98 for Q1 2025, which included initial site establishment costs. Nkran waste stripping and site establishment costs were capitalized as development capital expenditures.

Processing

Gold production during Q1 2025 was impacted by a 14-day shutdown of the processing plant to repair a key component of the SAG mill, during which no gold was recovered. The plant shutdown is estimated to have resulted in lower gold production by approximately 4,500 to 5,000 ounces for the quarter. The repairs to the SAG mill were completed during Q1 2025.
The AGM produced 20,734 ounces of gold during Q1 2025, as the processing plant milled 1.1 Mt of ore at an average grade of 0.8 g/t with metallurgical recovery averaging 87%. While Q1 2025 gold production was lower than management's expectations, the Company forecasts annual production will be near the lower end of the guidance range.
Gold production during Q1 2025 was impacted by lower milling rates, as mined and processed ore from Abore, which is harder and requires additional crushing and grinding, contributed to the reduction in mill throughput and gold production in Q1 2025 compared to Q1 2024.
The construction of a permanent secondary crushing circuit at the AGM processing plant remains ongoing. The objective of the secondary crushing circuit is to maintain plant throughput at design capacity when treating harder ore. This project is expected to be completed in Q3 2025.
Processing cost per tonne for Q1 2025 was $14.37, a 36% increase from Q1 2024. On an absolute basis, processing costs were consistent quarter-on-quarter. The increase in processing cost per tonne in Q1 2025 was driven by fewer tonnes milled, which increased fixed processing costs on a per unit basis.

Capital Expenditures

Development capital expenditures (excluding Nkran pre-stripping costs) during Q1 2025 totaled $3.3 million and related primarily to construction of the secondary crushing circuit.
$3.2 million in development pre-stripping costs were incurred at the Nkran deposit related to cut 3 waste removal and initial site establishment costs.

Costs

AISC^1^ for Q1 2025 was $2,501/oz, compared to $1,793/oz in the comparative period. The increase in AlSC^1^ was primarily driven by 15% lower gold sales volumes in Q1 2025. Also, during Q1 2024, low grade stockpiled ore was processed that had no accounting book value and, as such, had no mining cost attributed to it, which resulted in lower operating costs in the comparative quarter.
Relative to Q4 2024, AISC^1^ decreased by 5% during the current quarter due to higher gold sales volumes in Q1 2025.
The Company expects AISC^1^ for FY 2025 to come in at the higher end of the guidance range given the impact of the mill shutdown in Q1 2025 on estimated annual gold production. Additionally, the effect of higher royalties, resulting from higher realized gold prices and an increase in the Growth and Sustainability Levy, is estimated to impact FY 2025 AISC1 by approximately a further $55/oz (at the current spot gold price).

CONSOLIDATED FINANCIAL HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

	Three months ended March 31,
(All amounts in 000's of US dollars, unle ss otherwise stated)	2025		2024
Revenue	76,590		31,695
Income from mine operations	15,360		6,197
Net loss attributable to common shareholders	(26,806	)	(3,208	)
Net loss per share attributable to common shareholders	(0.10	)	(0.01	)
Adjusted net income attributable to common shareholders ^1^	3,410		6,493
Adjusted net income per share attributable to common shareholders ^1^	0.01		0.03
Adjusted EBITDA^1^	19,025		5,072
Cash and cash equivalents	106,381		130,804
Cash generated from operating activities	25,892		13,028

The Company sold 26,994 ounces of gold in Q1 2025 at an average realized gold price of $2,833/oz for total revenue of $76.6 million. The increase in revenue from the comparative period was due to an 81% increase in gold ounces sold and a 33% increase in realized prices. Gold ounces sold in Q1 2025 were higher than Q1 2024 as the Company only consolidated the financial results of the AGM from March 4, 2024 to March 31, 2024 in the comparative period.
Income from mine operations for Q1 2025 totaled $15.4 million, compared to $6.2 million in Q1 2024. The increase in mine operating income in Q1 2025 was due to consolidating the financial results of the AGM for a full quarter.
The Company reported a net loss attributable to common shareholders of $26.8 million in Q1 2025, compared to a net loss of $3.2 million in Q1 2024. The increase in net loss during Q1 2025 was due to a $26.1 million increase in unrealized losses on the AGM's zero cost gold collar ("ZCC") hedges and a $4.7 million increase in realized losses on ZCC gold hedges.
Reported Adjusted EBITDA^1^ of $19.0 million in Q1 2025, compared to $5.1 million in Q1 2024. The increase in Adjusted EBITDA^1^ was primarily due to consolidating the financial results of the AGM for a full quarter.
The Company generated $25.9 million of cash flow from operating activities in Q1 2025, compared to $13.0 million in Q1 2024. The increase in cash flow from operating activities was driven by consolidating the cash flows of the AGM for a full quarter.
As of March 31, 2025, the Company had cash and cash equivalents of $106.4 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 months ended March 31, 2025 and 2024, which are available at www.galianogold.com and filed on SEDAR+.

^1^ Non-IFRS Performance Measures

The Company has included certain non-IFRS performance measures in this news release. These non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Refer to the Non-IFRS Measures section of Galiano's Management's Discussion and Analysis for an explanation of these measures and reconciliations to the Company's reported financial results in accordance with IFRS.

Total Cash Costs per Gold Ounce Sold

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

AISC per Gold Ounce Sold

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

EBITDA and Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization ("EBITDA") provides an indication of the Company's continuing capacity to generate income from operations before taking into account the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income (loss) excluding finance expense, finance income, depreciation and depletion expense, and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and non-cash items ("Adjusted EBITDA") and includes the calculated Adjusted EBITDA of the AGM joint venture for periods prior to the consolidation of its ownership. Adjusted EBITDA also adds back the Government of Ghana's 10% share of the AGM's net earnings (loss) as dividends will only be paid to shareholders of the AGM once the entity has positive retained earnings.

Free cash flow

The Company believes that in addition to conventional measures prepared in accordance with IFRS, management and certain investors and analysts use free cash flow to evaluate the Company'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 flow from operating activities, excluding one-time charges not indicative of current period cash flow performance, less cash flows used in investing activities and payments made to mining and service contractors for leases capitalized under IFRS 16.

Adjusted net income (loss) and adjusted net income (loss) per common share

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

Qualified Person

The exploration information contained in this news release has been reviewed and approved by Mr. Chris Pettman, P.Geo, Vice President Exploration of Galiano. All other scientific and technical information contained in this news release has been reviewed and approved by Mr. Richard Miller, P.Eng., Vice President Technical Services of Galiano. Mr. Pettman and Mr. Miller are "Qualified Persons" as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects.

About Galiano Gold Inc.

Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration and disciplined deployment of its financial resources. The Company owns the Asanko Gold Mine, which is located in Ghana, West Africa. Galiano is committed to the highest standards for environmental management, social responsibility, and the health and safety of its employees and neighbouring communities. For more information, please visit www.galianogold.com.

Contact Information

Krista Muhr

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

Telephone: 1-778-239-0446

Email: [email protected]

Cautionary Note Regarding Forward-Looking Statements

Certain statements and information contained in this news release constitute "forward-looking statements" within the meaning of applicable U.S. securities laws and "forward-looking information" within the meaning of applicable Canadian securities laws, which we refer to collectively as "forward-looking statements". Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future conditions and courses of action. All statements and information other than statements of historical fact may be forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as "seek", "expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast", "intend", "believe", "predict", "potential", "target", "may", "could", "would", "might", "will" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook.

Forward-looking statements in this news release include, but are not limited to: statements regarding the Company's operating plans for the AGM and timing thereof; expectations and timing with respect to current and planned drilling programs, including at Abore, and the results thereof; anticipated production and cost guidance, including the expected impact of the SAG mill shutdown on gold production; timing of installation of a permanent secondary crushing circuit; expectations regarding cash flows from operations; any additional work programs to be undertaken by the Company; potential exploration opportunities and statements regarding the usefulness and comparability of certain non-IFRS measures; and total cash costs and corresponding cost performance relating to the Company's activities. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to: development plans and capital expenditures; the price of gold will not decline significantly or for a protracted period of time; the accuracy of the estimates and assumptions underlying mineral reserve and mineral resource estimates; the Company's ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions; the global financial markets and general economic conditions will be stable and prosperous in the future; the AGM will not experience any significant uninsured production disruptions that would materially affect revenues; the ability of the Company to comply with applicable governmental regulations and standards; the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana; the success of the Company in implementing its development strategies and achieving its business objectives; the Company will have sufficient working capital necessary to sustain its operations on an ongoing basis and the Company will continue to have sufficient working capital to fund its operations; and the key personnel of the Company will continue their employment.

The foregoing list of assumptions cannot be considered exhaustive.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and you are cautioned not to place undue reliance on forward-looking statements contained herein. Some of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements contained in this news release, include, but are not limited to: the mineral reserve and mineral resource estimates may change and may prove to be inaccurate; metallurgical recoveries may not be economically viable; life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect; actual production, costs, returns and other economic and financial performance may vary from the Company's estimates in response to a variety of factors, many of which are not within the Company's control; inflationary pressures and the effects thereof; the AGM has a limited operating history and is subject to risks associated with establishing new mining operations; sustained increases in costs, or decreases in the availability, of commodities consumed or otherwise used by the Company may adversely affect the Company; adverse geotechnical and geological conditions (including geotechnical failures) may result in operating delays and lower throughput or recovery, closures or damage to mine infrastructure; the ability of the Company to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process ore, concentrate and tailings as planned is dependent on a number of factors and assumptions which may not be present or occur as expected; the Company's mineral properties may experience a loss of ore, and the Company may experience lack of access to its mineral properties and other issues, due to illegal mining activities; the Company's operations may encounter delays in or losses of production due to equipment delays or the availability of equipment; outbreaks of COVID-19 and other infectious diseases may have a negative impact on global financial conditions, demand for commodities and supply chains and could adversely affect the Company's business, financial condition and results of operations and the market price of the common shares of the Company; the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures; the Company may be unsuccessful in attracting and retaining key personnel; labour disruptions could adversely affect the Company's operations; recoveries may be lower in the future and have a negative impact on the Company's financial results; the lower recoveries may persist and be detrimental to the AGM and the Company; the Company's business is subject to risks associated with operating in a foreign country; risks related to the Company's use of contractors; the hazards and risks normally encountered in the exploration, development and production of gold; the Company's operations are subject to environmental hazards and compliance with applicable environmental laws and regulations; the effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency; the Company's operations and workforce are exposed to health and safety risks; unexpected costs and delays related to, or the failure of the Company to obtain, necessary permits could impede the Company's operations; the Company's title to exploration, development and mining interests can be uncertain and may be contested; geotechnical risks associated with the design and operation of a mine and related civil structures; the Company's properties may be subject to claims by various community stakeholders; current, ongoing and future legal disputes and appeals from third parties may be successful, and the Company may be required to pay settlement costs or damages; risks related to limited access to infrastructure and water; risks associated with establishing new mining operations; the Company's revenues are dependent on the market prices for gold, which have experienced significant recent fluctuations; the Company may not be able to secure additional financing when needed or on acceptable terms; the Company's shareholders may be subject to future dilution; risks related to changes in interest rates and foreign currency exchange rates; risks relating to credit rating downgrades; changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds; risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws; risks related to information systems security threats; non-compliance with public disclosure obligations could have an adverse effect on the Company's stock price; the carrying value of the Company's assets may change and these assets may be subject to impairment charges; risks associated with changes in reporting standards; the Company may be liable for uninsured or partially insured losses; the Company may be subject to litigation; damage to the Company's reputation could result in decreased investor confidence and increased challenges in developing and maintaining community relations which may have adverse effects on the business, results of operations and financial conditions of the Company and the Company's share price; the Company may be unsuccessful in identifying targets for acquisition or completing suitable corporate transactions, and any such transactions may not be beneficial to the Company or its shareholders; the Company must compete with other mining companies and individuals for mining interests; the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions; the Company's common shares may experience price and trading volume volatility; the Company has never paid dividends and does not expect to do so in the foreseeable future; the Company's shareholders may be unable to sell significant quantities of the Company's common shares into the public trading markets without a significant reduction in the price of its common shares, or at all; and the risk factors described under the heading "Risk Factors" in the Company's Annual Information Form.

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

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

Source: Galiano Gold Inc.