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6-K

Galiano Gold Inc. (GAU)

6-K 2025-11-07 For: 2025-09-30
View Original
Added on April 08, 2026

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

FORM 6-K

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

For the month of November 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 and 99.2 included with this report are hereby incorporated by reference as exhibits to the registrant's registration statement on Form F-10 (File No. 333-288285) (the "Registration Statement"), and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibits ****
99.1 Unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2025 and 2024
99.2 Management's Discussion and Analysis for the three and nine months ended September 30, 2025 and 2024
99.3 CEO certification of interim filings
99.4 CFO certification of interim filings
99.5 News release dated November 6, 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: November 6, 2025
Galiano Gold Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

****

Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 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 Income (Loss) 3
Condensed Consolidated Interim Statements of Changes in Equity 4
Condensed Consolidated Interim Statements of Cash Flow 5
Notes to the Condensed Consolidated Interim Financial Statements 6 - 33

**GALIANO GOLD INC.**UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2025 AND DECEMBER 31, 2024 (In thousands of United States dollars)

September 30, 2025 December 31, 2024
Note
Assets
Current assets
Cash and cash equivalents 5 116,440 105,775
Accounts receivable 76 104
Inventories 6 56,608 42,830
Value added tax receivables 12,965 8,328
Prepaid expenses and other 7 13,935 8,548
200,024 165,585
Non-current assets
Reclamation deposits 5,295 5,339
Mineral properties, plant and equipment 8 379,899 329,429
385,194 334,768
Total assets 585,218 500,353
Liabilities
Current liabilities
Accounts payable and accrued liabilities 9 87,554 55,064
Income taxes payable 20 10,251 -
Financial liabilities 22 57,746 9,284
Lease liabilities 10 17,407 15,937
Deferred consideration 11 24,626 23,535
Provisions 6,995 6,995
204,579 110,815
Non-current liabilities
Lease liabilities 10 23,696 22,935
Deferred and contingent consideration 11 52,716 47,835
Asset retirement provisions 12 73,771 66,060
Other non-current liabilities 13,757 4,939
Deferred tax liabilities 20 14,746 -
178,686 141,769
Total liabilities 383,265 252,584
Equity
Common shareholders ' equity
Share capital 13 618,982 616,203
Equity reserves 54,211 52,948
Accumulated deficit (471,811 (425,695
Total common shareholders' equity 201,382 243,456
Non-controlling interest 15 571 4,313
Total equity 201,953 247,769
Total liabilities and equity 585,218 500,353
Commitments and contingencies 22

All values are in US Dollars.

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

Approved on behalf of the Board of Directors:

"Matt Badylak" "Greg Martin"
Director Director

**GALIANO GOLD INC.**UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (In thousands of United States dollars, except share and per share amounts)

Three months ended Nine months ended
September 30, September 30, September 30, September 30,
2025 2024 2025 2024
Note
Revenue 114,197 71,130 288,091 166,788
Cost of sales:
Production costs 16 (41,630 (32,044 (123,175 (84,499
Depreciation and depletion 8 (15,256 (8,341 (42,703 (16,001
Royalties 17 (9,135 (4,301 (21,515 (10,066
Total cost of sales (66,021 (44,686 (187,393 (110,566
Income from mine operations 48,176 26,444 100,698 56,222
General and administrative expenses 18 (8,922 (1,731 (18,986 (16,056
Exploration and evaluation expenditures (879 (1,809 (3,260 (4,458
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 - - - 1,416
Income from operations and joint venture 38,375 22,904 78,452 40,532
Transaction costs 4 - (91 - (2,492
Finance income 2,247 1,310 5,297 5,250
Finance expense 19 (42,820 (22,623 (99,069 (36,607
Foreign exchange (loss) gain (3,248 (400 2,036 (1,511
(Loss) income before taxes (5,446 1,100 (13,284 5,172
Current income tax expense 20 (21,828 - (21,828 -
Deferred income tax expense 20 (14,746 - (14,746 -
Net (loss) income and comprehensive (loss) income for the period (42,020 1,100 (49,858 5,172
Net (loss) income attributable to:
Common shareholders of the Company (38,636 1,100 (46,116 5,172
Non-controlling interest 15 (3,384 - (3,742 -
Net (loss) income for the period (42,020 1,100 (49,858 5,172
Weighted average number of s hares outstanding:
Basic 258,791,445 256,912,077 257,905,353 248,496,497
Diluted 21 258,791,445 262,052,961 257,905,353 253,662,962
Net (loss) income per share attributable to common shareholders:
Basic (0.15 0.00 (0.18 0.02
Diluted (0.15 0.00 (0.18 0.02

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 NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (In thousands of United States dollars, except for number of common shares)

Non-
Number of Equity Accumulated controlling
shares Share capital reserves deficit interest Total equity
Note $
Balance as at January 1, 2024 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 14(a) 3,466,660 4,002 (1,251 - - 2,751
Share-based compensation expense 14(e) - - 875 - - 875
Net income and comprehensive income for the period - - - 5,172 - 5,172
Balance as at September 30, 2024 256,939,446 616,070 52,736 (426,641 1,890 244,055
Balance as at January 1, 2025 257,077,946 616,203 52,948 (425,695 4,313 247,769
Issuance of common shares:
Exercise of stock options 14(a) 2,282,498 2,682 (847 - - 1,835
Equity-settled long-term incentive plan awards 14(b) 77,996 97 - - - 97
Share-based compensation expense 14(e) - - 2,110 - - 2,110
Net loss and comprehensive loss for the period - - - (46,116 (3,742 (49,858
Balance as at September 30, 2025 259,438,440 618,982 54,211 (471,811 571 201,953

All values are in US Dollars.

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

**GALIANO GOLD INC.**UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (In thousands of United States dollars )

Three months ended Nine months ended
September 30, September 30, September 30, September 30,
2025 2024 2025 2024
Note
Operating activities:
Net (loss ) income for the period (42,020 1,100 (49,858 5,172
Adjustments for:
Depreciation and depletion 8, 18 15,285 8,374 42,793 16,102
Share-based compensation 14(e) 5,713 (882 7,806 7,242
Share of net income related to joint venture - - - (2,432
Gain on derecognition of equity investment in joint venture - - - (1,416
Transaction costs 4 - 91 - 2,492
Finance income (2,247 (1,310 (5,297 (5,250
Finance expense 19 29,726 22,614 70,373 36,592
Unrealized foreign exchange loss (gain) 1,011 1,134 (1,509 1,256
Income tax expense 20 21,828 - 21,828 -
Income taxes paid 20 (11,577 - (11,577 -
Deferred income tax expense 20 14,746 - 14,746 -
Operating cash flow before working capital changes 32,465 31,121 89,305 59,758
Change in working capital 23 7,984 (6,672 12,850 (17,818
Cash provided by operating activities 40,449 24,449 102,155 41,940
Investing activities:
Expenditures on mineral properties , plant and equipment 8 (35,260 (22,634 (83,336 (42,215
Net cash and cash equivalents assumed on acquisition - - - 47,502
Transaction costs paid 4 - (91 - (2,492
Redemption of preferred shares in joint venture - - - 25,000
Interest received 879 1,291 2,763 3,572
Purchase of other assets - (306 (473 (306
Cash (used in) provided by investing activities (34,381 (21,740 (81,046 31,061
Financing activities:
Lease liability payments 10 (5,076 (4,327 (13,798 (8,654
Shares issued for cash on exercise of stock options 14(a) 978 171 1,835 2,751
Share issuance costs - - - (40
Cash used in financing activities (4,098 (4,156 (11,963 (5,943
Impact of foreign exchange on cash and cash equivalents (211 (676 1,519 (1,412
Net increase (decrease) in cash and cash equivalents 1,759 (2,123 10,665 65,646
Cash and cash equivalents, beginning of period 114,681 123,039 105,775 55,270
Cash and cash equivalents, end of period 116,440 120,916 116,440 120,916
Supplemental cash flow information 23

All values are in US Dollars.

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 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 Company's Board of Directors on November 6, 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 September 30, 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 AND NINE MONTHS ENDED SEPTEMBER 30, 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. ("AGGL"), Adansi Gold Company (GH) Ltd. and Shika Group Finance Limited were consolidated commencing on March 4, 2024 (refer to note 4) in the comparative periods.

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 September 30, 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 then 45% interest in AGGL and 50% interest in each of Adansi Gold Company (GH) Ltd. and Shika Group Finance Limited.

(c) Accounting standards adopted during the period

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 AND NINE MONTHS ENDED SEPTEMBER 30, 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 September 30, 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 AND NINE MONTHS ENDED SEPTEMBER 30, 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 also received 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 and nine months ended September 30, 2024, the Company incurred $0.1 million and $2.5 million, respectively, of acquisition-related costs, which were presented as transaction costs in the Statements of Operations and Comprehensive Income (Loss).

The following table highlights the final allocation, as at December 31, 2024, 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 AND NINE MONTHS ENDED SEPTEMBER 30, 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 preliminary 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

September 30, 2025 December 31, 2024
$ $
Cash held in banks 105,914 23,454
Short-term investments 10,526 82,321
Cash and cash equivalents 116,440 105,775

6. Inventories

September 30, 2025 December 31, 2024
$ $
Gold dore on hand 1,836 10,216
Gold-in-process 3,625 2,229
Ore stockpiles 35,015 12,117
Supplies 16,132 18,268
Total inventories 56,608 42,830
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated
---

7. Prepaid expenses and other

September 30, 2025 December 31, 2024
$ $
Prepaid expenses 9,502 7,039
Marketable securities 4,433 1,509
Total prepaid expenses and other 13,935 8,548

8. 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 January 1, 2024 - - - 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 11) 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 76,054 - 1,000 11,157 8,222 65 96,498
Change in asset retirement provisions (note 11) 5,724 - - - - - 5,724
Transfers - - 8,732 - (8,732 - -
As at September 30, 2025 189,782 3,964 204,734 58,772 1,274 580 459,106
Accumulated depreciation and depletion
As at January 1, 2024 - - - (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 (33,203 - (6,630 (11,900 - (19 (51,752
As at September 30, 2025 (43,173 - (12,302 (23,239 - (493 (79,207
Net book value:
As at December 31, 2024 98,034 3,964 189,330 36,276 1,784 41 329,429
As at September 30, 2025 146,609 3,964 192,432 35,533 1,274 87 379,899

All values are in US Dollars.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

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

During the three and nine months ended September 30, 2025, additions to mineral interests included capitalized stripping costs at the Abore and Esaase deposits of $11.9 million and $38.9 million, respectively (three and nine months ended September 30, 2024 - $25.5 million and $28.2 million of capitalized stripping costs at Abore, respectively).

During the three and nine months ended September 30, 2025, depreciation and depletion expense recognized in the Statements of Operations and Comprehensive Income (Loss) included a credit of $6.2 million and $9.0 million to depreciation expense, respectively, which was capitalized to inventories (three and nine months ended September 30, 2024 - credit of $0.6 million and $1.0 million to deprecation expense, respectively, which was capitalized to inventories).

Refer to note 18 for depreciation expense on corporate fixed assets, which is recorded within general and administrative expenses.

9. Accounts payable and accrued liabilities

September 30, 2025 December 31, 2024
$ $
Supplier payables 31,440 10,570
Accrued liabilities 32,658 24,366
Royalties , mineral rights fees and withholding taxes 12,117 13,189
Current portion of long-term incentive plan liabilities (note 14) 11,339 6,939
Total accounts payable and accrued liabilities 87,554 55,064
**10. Lease liabilities**
September 30, 2025 December 31, 2024
Balance, beginning of period 38,872 203
Leases assumed in Acquisition (note 4) - 19,176
Leases entered into during the period (note 8) 11,157 27,816
Lease payments (13,798 (13,400
Interest expense (note 19) 4,872 5,077
Total lease liabilities, end of period 41,103 38,872
Less: current portion of lease liabilities (17,407 (15,937
Non-current portion of lease liabilities 23,696 22,935

All values are in US Dollars.

During the three and nine months ended September 30, 2025, the Company incurred $36.7 million and $92.1 million, respectively, relating to variable lease payments under mining services contracts and other mining related contracts which have not been included in the measurement of lease liabilities (three and nine months ended September 30, 2024 - $26.6 million and $49.0 million, respectively).

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

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").

September 30, 2025 December 31, 2024
Deferred Consideration 52,431 50,109
Contingent Consideration 18,677 16,873
Nkran Royalty 6,234 4,388
Total deferred and contingent consideration 77,342 71,370
Less: current portion of Deferred Consideration (24,626 (23,535
Non-current portion of deferred and contingent consideration 52,716 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.

During the three and nine months ended September 30, 2025, the Company recognized accretion expense of $0.8 million and $2.3 million, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and nine months ended September 30, 2024 - $0.7 million and $1.7 million, respectively). 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 nine months ended September 30, 2025 and year ended December 31, 2024:

September 30, 2025 December 31, 2024
$ $
Balance, beginning of period 50,109 -
Initial recognition at fair value - 47,628
Accretion expense (note 19) 2,322 2,481
Balance, end of period 52,431 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 $18.7 million as of September 30, 2025, and recognized a $0.6 million and $1.8 million fair value adjustment for the three and nine months ended September 30, 2025, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and nine months ended September 30, 2024 - fair value adjustment of $0.5 million and $1.4 million recognized in finance expense, respectively).

In determining the fair value at September 30, 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.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

11. Deferred and contingent consideration (continued)

(b) Contingent Consideration (continued)

The following table summarizes the change in the carrying amount of the Contingent Consideration for the nine months ended September 30, 2025 and year ended December 31, 2024:

September 30, 2025 December 31, 2024
$ $
Balance, beginning of period 16,873 -
Initial recognition at fair value - 13,337
Change in fair value during the period 1,804 3,536
Balance, end of period 18,677 16,873

(c) Nkran Royalty

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 September 30, 2025 was based on a long-term consensus gold price of $2,500 per ounce. The Company remeasured the fair value of the Nkran Royalty to $6.2 million as of September 30, 2025, and recognized a $0.8 million and $1.8 million fair value adjustment for the three and nine months ended September 30, 2025, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and nine months ended September 30, 2024 - fair value adjustment of $0.4 million and $0.7 million, respectively, recognized in finance expense). The Nkran Royalty falls within level 3 of the fair value hierarchy.

The following table summarizes the change in the carrying amount of the Nkran Royalty for the nine months ended September 30, 2025 and year ended December 31, 2024:

September 30, 2025 December 31, 2024
$ $
Balance, beginning of period 4,388 -
Initial recognition at fair value - 3,030
Change in fair value during the period 1,846 1,358
Balance, end of period 6,234 4,388
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated
---

12. Asset retirement provisions

September 30, 2025 December 31, 2024
Balance, beginning of period 66,060 -
Assumed in Acquisition (note 4) - 53,537
Change in estimate, post-acquisition - 8,360
Accretion expense (note 19) 2,139 2,246
Change in estimate (note 8) 5,724 2,268
Reclamation undertaken during the period (152 (351
Total asset retirement provisions, end of period 73,771 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 September 30, 2025, the Company's reclamation cost estimates were discounted using a long‐term risk‐free discount rate of 4.0% (December 31, 2024 - 4.5%).

13. Share capital

(a) Authorized:

Unlimited common shares without par value or restrictions.

(b) Issued and outstanding common shares

Number of shares Amount
$ $
Balance, January 1, 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 14(a)) 3,605,160 4,135
Balance, December 31, 2024 257,077,946 616,203
Issued pursuant to exercise of stock options (note 14(a)) 2,282,498 2,682
Equity-settled restricted share units (note 14(b)) 77,996 97
Balance, September 30, 2025 259,438,440 618,982

(c) Base shelf prospectus

On July 8, 2025, the Company filed a final short form base shelf prospectus (the "Prospectus"), under which the Company may sell from time‐to‐time common shares, warrants, subscription receipts, units, debt securities and/or share purchase contracts of the Company, up to an aggregate of $500 million.  The Prospectus has a term of 25‐months from the filing date. As of the date of these financial statements, no securities have been issued under the Prospectus.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

14. Equity reserves and long-term incentive plan awards

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

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 are not 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 may be settled in cash or equity at the discretion of the Board.  Given the Company's past practice of settling in cash, these awards have been designated as cash-settled awards at the time of grant, 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 Statements of Operations and Comprehensive Income (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 of the balance sheet date.  A separate long-term incentive plan liability is presented within other non-current liabilities for amounts to be settled more than one year as of the balance sheet date.

The long-term incentive plan awards granted in 2025 have been determined by the Board to be equity-settled upon vesting.

(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 2,494,000 1.81
Exercised (2,282,498 ) 1.11
Forfeited (855,669 ) 1.07
Balance, September 30, 2025 10,405,672 1.20
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated
---

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

(a) Stock options (continued)

For stock options granted during the nine months ended September 30, 2025, the following weighted-average assumptions were applied in the Black Scholes option pricing models:

Assumptions
Expected life of option (years) 3.6
Forfeiture rate 17.6%
Dividend yield 0.0%
Risk-free rate 4.0%
Volatility 56.0%
Black Scholes fair value per option (in US dollars) $ 0.55

The following table summarizes share-based compensation expense recognized on stock options and aggregate gross proceeds received by the Company on stock option exercises for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
$ $ $ $
Share-based compensation expense 267 296 725 875
Gross proceeds from stock option exercises 978 171 1,835 2,751

(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 nine months ended September 30, 2025 and year ended December 31, 2024:

Number of RSUs
September 30, 2025 December 31, 2024
Balance, beginning of period 548,284 564,237
Assumed in Acquisition - 75,760
Granted 223,000 270,000
Settled in cash (204,581 ) (302,046 )
Settled in common shares (77,996 ) -
Forfeited (49,267 ) (59,667 )
Balance, end of period 439,440 548,284

For all RSUs granted during the nine months ended September 30, 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 (nine months ended September 30, 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

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

(b) Restricted share units

The following table is a reconciliation of the movement in the RSU liability for the nine months ended September 30, 2025 and year ended December 31, 2024:

September 30, 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 309 494
Settled in cash (281 (409
Equity-settled units transferred to share capital (97 -
Total RSU liability, end of period 311 380
Less : current portion of RSU liability (251 (281
Non-current RSU liability, end of period 60 99

All values are in US Dollars.

(c) Performance share units

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

All PSUs contain a performance criterion applied to the number of units that vest 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 nine months ended September 30, 2025 and year ended December 31, 2024:

Number of PSUs
September 30, 2025 December 31, 2024
Balance, beginning of period 1,476,487 2,501,482
Granted 612,000 884,000
Settled in cash (592,750 ) (1,709,427 )
Added due to performance condition 154,498 191,383
Forfeited (58,267 ) (390,951 )
Balance, end of period 1,591,968 1,476,487

For all PSUs granted during the nine months ended September 30, 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 (nine months ended September 30, 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 equally over the vesting period of three years.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

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

(c) Performance share units (continued)

The following table is a reconciliation of the movement in the PSU liability for the nine months ended September 30, 2025 and year ended December 31, 2024:

September 30, 2025 December 31, 2024
Balance, beginning of period 927 1,497
Awards vested and change in fair value, net of forfeited awards 879 1,909
Settled in cash (719 (2,479
Total PSU liability, end of period 1,087 927
Less: current portion of PSU liability (528 (560
Non-current PSU liability, end of period 559 367

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 nine months ended September 30, 2025 and year ended December 31, 2024:

Number of DSUs
September 30, 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 nine months ended September 30, 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 nine months ended September 30, 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 and nine months ended September 30, 2025, the Company recognized $0.1 million and $1.2 million of share-based compensation expense, respectively, related to equity-settled DSU awards (three and nine months ended September 30, 2024 - nil for both periods as DSU awards granted were designated as cash-settled).

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

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

(d) Deferred share units (continued)

The following table is a reconciliation of the movement in the DSU liability for the nine months ended September 30, 2025 and year ended December 31, 2024:

September 30, 2025 December 31, 2024
Balance, beginning of period 6,098 4,695
Awards vested and change in fair value, net of forfeited awards 4,508 3,343
Effect of foreign exchange on DSU liability (46 -
Settled in cash - (1,940
DSU liability, end of period 10,560 6,098

All values are in US Dollars.

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

(e) Share-based compensation expense

The following table is a summary of share-based compensation expense for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
$ $ $
Equity-settled awards:
Stock options (note 14(a)) 267 296 725 875
Share units 235 - 1,385 -
Share-based compensation expense, equity-settled awards 502 296 2,110 875
Share-based compensation expense, cash-settled awards 5,211 (1,178 5,696 6,367
Total share-based compensation expense (note 18) 5,713 (882 7,806 7,242

All values are in US Dollars.

15. Non-controlling interest ("NCI")

September 30, 2025 December 31, 2024
$
Balance, beginning of period 4,313 -
NCI assumed in Acquisition - 1,890
Net (loss) earnings attributable to NCI (3,742 2,423
Balance, end of period 571 4,313

All values are in US Dollars.

The Government of Ghana's 10% free-carried interest in AGGL 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

16. Production costs

The following is a summary of production costs by nature recorded by the Company during the three and nine months ended September 30, 2025 and 2024. Note that production costs of the AGM in the comparative period were consolidated by the Company from March 4, 2024 onwards.

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Raw materials and consumables (12,377 (12,643 (36,732 (30,859
Salaries and employee benefits (6,885 (5,989 (19,203 (13,831
Contractors (22,891 (6,166 (56,936 (21,576
Change in ore stockpiles, gold-in-process and gold dore inventories 6,545 (1,332 6,956 (8,266
Insurance, government fees, permits and other (6,022 (5,914 (17,260 (9,967
Total production costs (41,630 (32,044 (123,175 (84,499

All values are in US Dollars.

17. Royalties

For mining companies in Ghana, the Growth and Sustainability Levy ("GSL") was levied at a rate of 1% of revenues until March 31, 2025. Effective April 1, 2025, the Government of Ghana passed a bill to increase the GSL on gold mining companies from 1% to 3% until December 31, 2028. The Company has presented the GSL within royalties expense in the Statements of Operations and Comprehensive Income (Loss).

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

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Wages, benefits and consulting (2,280 (1,963 (7,062 (5,874
Office, rent and administration (382 (252 (1,118 (1,093
Professional and legal (312 (471 (1,153 (1,120
Share-based compensation (5,713 882 (7,806 (7,242
Travel, marketing, investor relations and regulatory (206 106 (1,036 (626
Withholding taxes - - (721 -
Depreciation (29 (33 (90 (101
Total G&A expense (8,922 (1,731 (18,986 (16,056

All values are in US Dollars.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

19. Finance expense

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Unrealized losses on gold hedging instruments (note 24(b)) (25,105 (16,552 (57,128 (22,171
Realized losses on gold hedging instruments (note 24(b)) (13,094 (2,162 (28,696 (5,276
Interest on lease liabilities (note 10) (1,591 (1,674 (4,872 (3,529
Accretion expense on as set retirement provisions (note 12) (729 (588 (2,139 (1,489
Accretion expense on deferred consideration (note 11(a)) (795 (748 (2,322 (1,722
Change in fair value of contingent consideration (notes 11(b) and (c)) (1,426 (891 (3,650 (2,090
Other (80 (8 (262 (330
Total finance expense (42,820 (22,623 (99,069 (36,607

All values are in US Dollars.

20. Income taxes

(a) Current income tax

During the three and nine months ended September 30, 2025, the Company recognized current income tax expense of $21.8 million (three and nine months ended September 30, 2024 - nil) and paid income tax installments totaling $11.6 million. The remaining $10.2 million of current income tax expense has been recorded as income taxes payable due to the Government of Ghana. In Ghana, income tax installments are paid quarterly, with 90% of estimated taxes due by December 31^st^ of the current tax year. Any remaining tax payments are made upon filing of the annual tax return.

(b) Deferred income tax

During the three and nine months ended September 30, 2025, the Company recognized deferred income tax (“DIT”) expense of $14.7 million (three and nine months ended September 30, 2025 – nil). The DIT expense arises due to the initial recognition of deferred taxes on certain liabilities of the AGM that may not have tax basis at the time those liabilities are expected to be incurred.

(c) Effective tax rate ("ETR")

The Company's ETR differs from the combined Canadian federal and provincial statutory tax rates of 27% because the current income tax expense arises entirely from taxable income generated in Ghana by the AGM, which is subject to a statutory tax rate of 35%. The Company's other subsidiaries generated tax losses during the period, with no corresponding tax benefit recognized.

(d) Significant developments

There were no changes in tax legislation that materially affected the Company or its subsidiaries during the nine months ended September 30, 2025.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

21. (Loss) income per share

For the three and nine months ended September 30, 2025 and 2024, the calculation of basic and diluted (loss) income per share is based on the following data:

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Net (loss) income attributable to common shareholders (38,636 ) 1,100 (46,116 ) 5,172
Number of shares
Weighted average number of ordinary shares - basic 258,791,445 256,912,077 257,905,353 248,496,497
Effect of dilutive stock options - 5,140,884 - 5,166,465
Weighted average number of ordinary shares - diluted 258,791,445 262,052,961 257,905,353 253,662,962

For the three and nine months ended September 30, 2025, the effect of all potentially dilutive securities was anti‐dilutive given that the Company reported a net loss in those periods.

For the three and nine months ended September 30, 2024, excluded from the calculation of diluted weighted average shares were 558,000 stock options that were determined to be anti-dilutive.

22. Commitments and contingencies

Commitments

The following table reflects the Company's contractual obligations as they fall due as at September 30, 2025 and December 31, 2024.

Over September 30, December 31,
Within 1 year 1 - 5 years 5 years 2025 2024
Accounts payable and accrued liabilities 76,215 - - 76,215 48,125
Income taxes payable 10,251 - - 10,251 -
ZCC gold hedges 57,746 13,138 - 70,884 13,758
Long-term incentive plan (cash-settled awards) 11,339 619 - 11,958 7,405
Mining and other services contracts 22,723 44,027 3,302 70,052 44,590
Asset retirement provisions (undiscounted) - 10,599 69,265 79,864 75,770
Deferred and contingent consideration (undiscounted) 25,000 69,075 2,937 97,012 94,237
Corporate office lease 113 468 - 581 83
Total commitments 203,387 137,926 75,504 416,817 283,968
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated
---

22. Commitments and contingencies

Commitments (continued)

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 is 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 $2,626/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 Company has a number of mining and other service contracts. These contracts include monthly fixed fees as well as variable cost measures. The contractual obligations disclosed in the above table relate only to the fixed fees payable to the contractors.

The timing of contingent payments to Gold Fields, totaling $42.0 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.

23. Supplemental cash flow information

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

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
$ $ $ $
Change in asset retirement provisions included in MPP&E 1,139 3,051 5,724 11,395
Capitalized leases included in MPP&E - - 11,157 27,816
GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated
---

23. Supplemental cash flow information

The following table summarizes the changes in working capital for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Accounts receivable (18 2,909 38 (4,996
Inventories (6,329 (2,057 (4,753 6,133
Value added tax receivables (3,238 (1,840 (3,053 (5,624
Prepaid expenses and deposits 5,378 (445 (2,463 (60
Accounts payable and accrued liabilities 12,191 (5,239 23,081 (13,271
Change in working capital 7,984 (6,672 12,850 (17,818

All values are in US Dollars.

24. Financial instruments

(a) Financial assets and liabilities by categories

Fair value through
profit or loss Amortized cost Carrying value Fair value
As at September 30, 2025 $ $ $ $
Financial assets:
Cash and cash equivalents (note 5) - 116,440 116,440 116,440
Accounts receivable - 76 76 76
Marketable securities (note 7)^(1)^ 4,433 - 4,433 4,433
Total financial assets 4,433 116,516 120,949 120,949
Financial liabilities:
Accounts payable and accrued liabilities ^(2)^ 11,339 76,215 87,554 87,554
Financial liabilities ^(2)^ 57,746 - 57,746 57,746
Lease liabilities (note 10) - 41,103 41,103 41,103
Deferred consideration (note 11(a)) - 52,431 52,431 52,431
Contingent consideration (note 11(b)) 18,677 - 18,677 18,677
Nkran royalty (note 11(c)) 6,234 - 6,234 6,234
Other non-current liabilities ^(2)^ 13,757 - 13,757 13,757
Total financial liabilities 107,753 169,749 277,502 277,502

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

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

24. 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)^ 6,939 48,125 55,064 55,064
Financial liabilities ^(2)^ 9,284 - 9,284 9,284
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 and nine months ended September 30, 2025 and 2024 were comprised of the following:

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
$ $ $ $
Realized losses on ZCC gold hedges 13,094 2,162 28,696 5,276
Unrealized losses on ZCC gold hedges 25,105 16,552 57,128 22,171

(c) Fair value hierarchy

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

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

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

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

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

24. Financial instruments (continued)

(c) Fair value hierarchy (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 nine months ended September 30, 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 estimated 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 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 September 30, 2025, the Company had a $13.0 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

24. Financial instruments (continued)

(d) Financial instrument risks (continued)

Liquidity risk (continued)

As at September 30, 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 nine months ended September 30, 2025 was 4.1% (nine months ended September 30, 2024 - 5.4%). A +/‐1% change in short‐term interest rates during the nine months ended September 30, 2025 and 2024 would not have had a material impact on the Company's net income (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 related to these financial liabilities as of September 30, 2025 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 (560 582
Nkran royalty (273 286

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 AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

24. 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 23(b) for disclosure of realized losses recorded on the Company's gold hedging instruments during the period.

25. Segmented information

Geographic information

As at September 30, 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
September 30, 2025 $ $ $
Current assets 78,663 121,361 200,024
Mineral properties, plant and equipment 531 379,368 379,899
Other non-current assets - 5,295 5,295
Total assets 79,194 506,024 585,218
Current liabilities 38,207 166,372 204,579
Non-current liabilities 53,708 124,978 178,686
Total liabilities 91,915 291,350 383,265
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 AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated
---

25. Segmented information (continued)

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

For the three months ended September 30, 2025:

Canada Ghana Total
Revenue - 114,197 114,197
Cost of sales:
Production costs - (41,630 (41,630
Depreciation and depletion - (15,256 (15,256
Royalties - (9,135 (9,135
Income from mine operations - 48,176 48,176
General and administrative expenses (8,096 (826 (8,922
Exploration and evaluation expenditures - (879 (879
(Loss) income from operations (8,096 46,471 38,375
Finance income 2,116 131 2,247
Finance expense (2,233 (40,587 (42,820
Foreign exchange gain (loss) 21 (3,269 (3,248
(Loss) income before income taxes (8,192 2,746 (5,446
Current income tax expense - (21,828 (21,828
Deferred income tax expense - (14,746 (14,746
Net loss and comprehensive loss for the period (8,192 (33,828 (42,020

All values are in US Dollars.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

25. Segmented information (continued)

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

For the three months ended September 30, 2024:

Canada Ghana Total
Revenue - 71,130 71,130
Cost of sales:
Production costs - (32,044 (32,044
Depreciation and depletion - (8,341 (8,341
Royalties - (4,301 (4,301
Income from mine operations - 26,444 26,444
General and administrative expenses (1,448 (283 (1,731
Exploration and evaluation expenditures - (1,809 (1,809
(Loss) income from operations and joint venture (1,448 24,352 22,904
Transaction costs (91 - (91
Finance income 1,224 86 1,310
Finance expense (1,642 (20,981 (22,623
Foreign exchange gain (loss) 7 (407 (400
(Loss) income before income taxes (1,950 3,050 1,100
Current income tax expense - - -
Net (loss) income and comprehensive (loss) income for the period (1,950 3,050 1,100

All values are in US Dollars.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

25.   Segmented information (continued)

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

For the nine months ended September 30, 2025:

Canada Ghana Total
Revenue - 288,091 288,091
Cost of sales:
Production costs - (123,175 (123,175
Depreciation and depletion - (42,703 (42,703
Royalties - (21,515 (21,515
Income from mine operations - 100,698 100,698
General and administrative expenses (16,651 (2,335 (18,986
Exploration and evaluation expenditures - (3,260 (3,260
(Loss) income from operations (16,651 95,103 78,452
Finance income 4,860 437 5,297
Finance expense (5,994 (93,075 (99,069
Foreign exchange gain 88 1,948 2,036
(Loss) income before income taxes (17,697 4,413 (13,284
Current income tax expense - (21,828 (21,828
Deferred income tax expense - (14,746 (14,746
Net loss and comprehensive loss for the period (17,697 (32,161 (49,858

All values are in US Dollars.

GALIANO GOLD INC.<br>NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br>Expressed in thousands of United States dollars, unless otherwise stated

25.   Segmented information (continued)

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

For the nine months ended September 30, 2024:

Canada Ghana Total
Revenue - 166,788 166,788
Cost of sales:
Production costs - (84,499 (84,499
Depreciation and depletion - (16,001 (16,001
Royalties - (10,066 (10,066
Income from mine operations - 56,222 56,222
General and administrative expenses (14,771 (1,285 (16,056
Exploration and evaluation expenditures - (4,458 (4,458
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 1,416 - 1,416
(Loss) income from operations and joint venture (12,379 52,911 40,532
Transaction costs (2,492 - (2,492
Finance income 3,410 1,840 5,250
Finance expense (3,825 (32,782 (36,607
Foreign exchange loss (46 (1,465 (1,511
(Loss) income before income taxes (15,332 20,504 5,172
Current income tax expense - - -
Net (loss) income and comprehensive (loss) income for the period (15,332 20,504 5,172

All values are in US Dollars.

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

Management's Discussion and Analysis

For the three and nine months ended September 30, 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 and nine months ended September 30, 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 November 6, 2025 and should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three and nine months ended September 30, 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 and nine months ended September 30, 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 "Non-IFRS Measures" in this MD&A for additional information regarding these non-IFRS measures.

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

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

TABLE OF CONTENTS

BUSINESS OVERVIEW 4
Q3 2025 AND YEAR-TO-DATE HIGHLIGHTS 5
RECENT DEVELOPMENTS 6
2025 GUIDANCE AND OUTLOOK 6
SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS 7
EXPLORATION ACTIVITIES 10
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE 12
MACROECONOMIC FACTORS 13
REVIEW OF Q3 2025 CONSOLIDATED FINANCIAL RESULTS 14
REVIEW OF YEAR-TO-DATE CONSOLIDATED FINANCIAL RESULTS 17
FINANCIAL CONDITION 20
LIQUIDITY AND CAPITAL RESOURCES 20
SUMMARY OF QUARTERLY FINANCIAL RESULTS 24
NON-IFRS MEASURES 25
OUTSTANDING SHARE DATA 29
RELATED PARTY TRANSACTIONS 30
CRITICAL ACCOUNTING POLICIES AND ESTIMATES 30
RISKS AND UNCERTAINTIES 31
INTERNAL CONTROL 32
QUALIFIED PERSONS 33
CAUTIONARY STATEMENTS 33
GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 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>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

Q3 2025 AND YEAR-TO-DATE HIGHLIGHTS

Safety

  • No lost-time injuries ("LTI") and one total recordable injury ("TRI") recorded during Q3 2025.
  • 12‐month rolling LTI and TRI frequency rates as of September 30, 2025 of 0.39 and 0.90 per million hours worked, respectively.

Financial

  • Cash and cash equivalents of $116.4 million as of September 30, 2025.
  • Generated cash flow from operating activities of $40.4 million during Q3 2025.
  • Income from mine operations of $48.2 million during Q3 2025.
  • Net loss of $0.15 per common share and adjusted net loss^1^ of $0.01 per common share during Q3 2025.
  • Adjusted EBITDA^1^of $37.8 million during Q3 2025.

Mining

  • Mined 1.6 Mt of ore at an average mined grade of 0.8 grams per tonne ("g/t") gold and a strip ratio of 7.8:1 during Q3 2025.
  • Development of Cut 3 at the Nkran deposit continued to ramp up during the quarter with 3.6 Mt of material mined, an increase of 111% compared to Q2 2025.
  • Subsequent to quarter-end, mining operations at Esaase recommenced in early November, with a steady ramp up in ore production expected over Q4 2025.

Processing

  • 1.3 Mt of ore was milled at an average feed grade of 0.9 g/t, with metallurgical recovery averaging 91% during Q3 2025.
  • The permanent secondary crushing circuit at the AGM processing plant was commissioned at the end of July 2025.
  • Produced 32,533 ounces of gold during the quarter, a 7% increase compared to Q2 2025. Year-to-date gold production reached 83,617 ounces as of September 30, 2025. Gold production guidance for FY 2025 is revised to a range of 120,000 - 125,000 ounces (previously 130,000 - 150,000 ounces). Refer to "2025 Guidance and Outlook" in this MD&A for further details.
  • Sold 32,577 ounces of gold during the quarter at a record quarterly average price of $3,501 per ounce (“/oz”) and sold 88,858 ounces of gold year-to-date at an average price of $3,237/oz, excluding the effect of realized losses on gold hedging instruments.

Cost and Capital Expenditures

  • Total cash costs^1^ of $1,554/oz and all-in sustaining costs^1^ ("AISC") of $2,283/oz for the quarter. AISC^1^ was consistent with Q2 2025. AISC^1^ guidance for FY 2025 is revised to a range of $2,200/oz - $2,300/oz. Previous AISC^1^ guidance for FY 2025 was a range of $1,750/oz - $1,950/oz, plus a further $100/oz for higher royalties.
  • Capitalized development pre-stripping costs at Nkran Cut 3 of $12.0 million during Q3 2025 and $22.1 million year-to-date.

__________________________________________ ^1^ Non-IFRS measure.  Refer to "Non-IFRS Measures" in this MD&A.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

Exploration

  • Phase 2 drilling program at Abore completed during Q3 2025, which identified multiple new high-grade ore shoots below the Abore South and Main zones, while also revealing a significant new high-grade discovery at Abore North (refer to the Company's news release dated August 20, 2025).

RECENT DEVELOPMENTS

  • Early in Q3 2025, the Ministry of Defense and Ghana Armed Forces established a Forward Operating Base ("FOB"), a full-time military camp, at the AGM. The military presence forms part of a state-mandated security intervention, coordinated through the Ghana Chamber of Mines, to secure large-scale mining concessions and address the impact of illegal mining on national parks and waterways. On September 9, 2025, an incident occurred when illegal miners attacked the newly established FOB. Tensions escalated, leading to civil unrest, including the fatality of a community member and damage to contractor equipment (refer to the Company's news release dated September 9, 2025).

In coordination with the government, military, and police, the Company worked with community leaders to reduce tensions and restore order. No further incidents have since occurred.

By mid-September, haulage operations at Esaase recommenced, while the mining contractor has procured replacement equipment. Mining operations at Esaase resumed in early November, with a steady ramp up in ore production expected over Q4 2025.

  • The Company is in the process of finalizing a $75 million revolving credit facility (the “RCF”) with FirstRand Bank Limited, acting through its Rand Merchant Bank division (“RMB”). The purpose of the RCF is for general working capital requirements. The RCF has a 4-year term and floating interest rate based on the Secured Overnight Financing Rate (SOFR) plus a margin of 3.95%. Finalization of the RCF is pending signing of closing documentation, and satisfaction of conditions precedent customary for a facility of this nature.

2025 GUIDANCE AND OUTLOOK

The Company has revised its FY 2025 gold production guidance to a range of 120,000 - 125,000 ounces, from the previously announced range of 130,000 - 150,000 ounces. Production for the balance of the year will be impacted by multiple factors, including the extended pause of mining operations at Esaase. During this period, Esaase stockpile material fed to the mill yielded lower grades. The impact of this lower grade stockpile material will continue while Esaase mining operations ramp back up to deliver ore from the pit. Mining at Abore will provide the majority of the mill feed for the balance of the year, and lower realized grades have been factored into the revised production guidance range. Mill throughput assumptions for the balance of the year have been aligned to reflect Q3 2025 milling performance, with the expectation that ongoing circuit optimizations will yield improved throughput by year-end

With lower production guidance and higher anticipated royalties, resulting from prevailing gold prices and the 2% increase to Ghana’s Growth and Sustainability Levy (“GSL”), AISC^1^ guidance for FY 2025 is revised from a range of $1,750/oz - $1,950/oz to between $2,200/oz - $2,300/oz (which includes the previously disclosed $100/oz for higher royalties), assuming an average gold price of $3,900/oz in Q4 2025. On an absolute basis, operating costs (excluding royalties) are estimated to be in line with previous expectations.

Total sustaining capital expenditures remain guided to $15.0 million in 2025, excluding capitalized stripping costs. Development capital expenditures for 2025 are revised to between $45.0 million to $50.0 million (previously $60.0 million to $65.0 million) due to timing of project start dates.

For 2025, exploration expenditures at the AGM are now estimated at approximately $13.0 million (previously $10.0 million), due to the positive results of Abore’s Phase 1 and Phase 2 programs, which led to an expanded scope of drilling. The 2025 exploration program is focused on increasing Mineral Resources at Abore, including additional drilling around the newly-discovered high-grade zones of the Abore Main pit and deep drilling below the current Mineral Reserve pit shell, as well as targeting discoveries in both near mine and greenfield areas of the AGM’s tenements.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS

**** Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024
Mining
Ore mined ('000t) 1,605 1,365 1,296 531 670
Waste mined ('000t) 12,493 9,824 9,124 8,698 9,726
Strip ratio (W:O) 7.8 7.2 7.0 16.4 14.5
Average gold grade mined (g/t) 0.8 0.8 0.8 1.0 1.1
Mining cost ($/t mined) - mine-wide^(1)^ 3.36 3.65 3.36 3.41 3.52
Mining cost ($/t mined) - producing^(1)^ 3.38 3.59 3.31 3.41 3.52
Mining cost ($/t mined) - development^(1)^ 3.29 4.00 3.98 - -
Ore tonnes trucked ('000 t) 1,288 1,030 1,053 685 665
Ore transportation cost ($/t trucked) 4.35 4.49 4.43 4.75 4.56
Processing
Ore milled ('000t) 1,283 1,193 1,086 1,179 1,162
Average mill head grade (g/t) 0.9 0.8 0.8 0.9 0.9
Average recovery rate (%) 91 89 87 85 91
Processing cost ($/t milled) 12.57 12.89 14.37 15.84 12.49
General and administrative cost ($/t milled) 6.62 6.24 5.78 6.28 5.74
Gold produced (oz) 32,533 30,350 20,734 28,508 29,784
Capital expenditures
Sustaining capital ($m) 4.2 2.2 1.3 0.8 0.8
Development capital ($m) 2.9 4.9 3.3 2.0 4.0
Sustaining capitalized stripping costs ($m) 11.9 15.1 11.9 19.1 25.5
Development capitalized stripping costs - Nkran ($m) 12.0 6.9 3.2 - -
Financial, costs and cash flow
Revenue ($m) 114.2 97.3 76.6 64.6 71.1
Gold sold (oz) 32,577 29,287 26,994 24,673 29,014
Average gold sales price ($/oz) 3,501 3,317 2,833 2,609 2,446
AISC ($/oz sold)^(^^2^^)^ 2,283 2,251 2,501 2,638 2,161
Income from mine operations ($m) 48.2 37.2 15.4 21.8 26.4
Adjusted net (loss) income ($m)^(^^2^^)^ (2.8) 21.0 0.4 5.1 16.1
Adjusted EBITDA ($m)^(2)^ 37.8 39.9 19.0 21.2 29.0
Cash flow from operating activities ($m) 40.4 35.8 25.9 13.8 24.4

^(1)^ Total mining cost per tonne includes total mining costs for all producing deposits (Abore and Esaase) and deposits in development (Nkran). Producing mining cost per tonne reflects unit mining rates at the Abore and Esaase deposits combined, while development mining cost per tonne reflects unit mining rates at the Nkran deposit only.

^(^^2^^)^ Non-IFRS measure.**** Refer to "Non-IFRS Measures" in this MD&A.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

Q3 2025 Operational Analysis for the Asanko Gold Mine

Mining

Abore

  • Mined 1.3 Mt of ore, an increase of 57% from Q2 2025, at an average grade of 0.9 g/t gold.
  • Strip ratio of 6.5:1, in line with Q2 2025.
  • Mining activities at Abore during Q3 2025 focused on opening up Cut 2 to the full pit width to expose the main granite ore body, and as a result the strip ratio remained elevated and average grade mined lower than forecast.
  • Understanding of Abore’s mineralization has improved as more of the main ore body has been mined at depth. Reconciliation results for the quarter indicated that internal dilution, in combination with mining practices, produce more tonnes at a lower grade for an equivalent number of gold ounces.

Esaase

  • Mined 0.1 Mt of ore, a decrease of 83% from Q2 2025, at an average grade of 0.7 g/t gold.
  • Strip ratio of 6.4:1, an increase of 16% from Q2 2025.
  • Mined volumes at Esaase were impacted by strategically focusing on mining the Abore deposit for the second half of the year, and the incident that occurred on September 9, 2025.
  • Mining operations at Esaase resumed in early November.

Nkran

  • Mined 3.6 Mt of material, including 0.2 Mt of ore, an increase of 111% from Q2 2025, as the mining contractor continued to ramp up Cut 3 waste stripping.
  • The mining contractor is expected to mobilize an additional mining fleet by the end of 2025, which is expected to result in higher volumes mined starting in Q1 2026.

Mining Costs

Mining cost per tonne at Abore and Esaase averaged $3.38 per tonne ("/t") in Q3 2025, 4% lower than mining costs of $3.52/t at Abore in Q3 2024.

Refer to "Capital Expenditures" below for a discussion on Nkran mining costs.

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 in mining costs. During the quarter, 1.3 Mt of ore was trucked from the Abore and Esaase deposits to the processing plant, compared to 0.7 Mt in Q3 2024, an increase of 94%, due to higher mined volumes.

Ore transportation unit costs in Q3 2025 were $4.35/t and were lower than the comparative period in Q3 2024 due to a 94% increase in ore tonnes trucked, which reduced fixed costs on a per unit basis.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

Processing

Gold Production

The AGM produced 32,533 ounces of gold during Q3 2025, an increase of 7% from Q2 2025, as the processing plant in Q3 2025 milled 1.3 Mt of ore at an average grade of 0.9 g/t with metallurgical recovery averaging 91%. Recovery rates have gradually improved each quarter in 2025 due to higher feed grades.

Milled Tonnes

Mill throughput in Q3 2025 was 10% higher than the comparative period of 2024 due to the commissioning of the permanent secondary crushing circuit at the AGM processing plant in July 2025. While all of the primary components of the secondary crusher have been commissioned, there are additional ancillary components and hardware that will be installed during Q4 2025 that will further improve the processing plant performance by year-end. At the end of Q3 2025, milling rates had increased 13% compared to the Q2 2025 average.

Average Head Grade

Mill feed grades during Q3 2025 were 11% higher than Q2 2025, as a higher proportion of Abore ore was processed in Q3 2025.

Processing Costs

Processing cost per tonne for Q3 2025 was $12.57, 3% lower than Q2 2025 and in line with Q3 2024. The decrease in processing cost per tonne in Q3 2025 was driven by 8% more tonnes milled compared to Q2 2025, which decreased fixed processing costs on a per unit basis.

Capital Expenditures

Sustaining capital expenditures during Q3 2025 totaled $4.2 million and related primarily to a tailings facility expansion.

Development capital expenditures during Q3 2025 totaled $2.9 million (excluding Nkran pre-stripping costs) and related primarily to construction of the completed secondary crushing circuit.

Development of Cut 3 at the Nkran deposit commenced in February 2025 and has continued to ramp up throughout the year. During the quarter, 3.4 Mt of waste was mined at a cost of $3.29/t or $12.0 million. These stripping costs are classified as development capital expenditure.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

Total Cash Costs and AISC

Total Cash Costs^1^

For tthe three and nine months ended September 30, 2025, total cash costs^1^ were $1,554/oz and $1,623/oz, respectively, compared to $1,247/oz and $1,230/oz in the comparative periods of 2024. During the 2024 comparative periods, 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^. Additionally, total cash costs^1^ were higher in the 2025 periods due to higher royalties, a result of higher average gold sales prices and an increase in the GSL effective April 1, 2025. These factors were partly offset by 12% higher gold ounces sold in Q3 2025.

Relative to Q2 2025, total cash costs^1^ decreased 3% due to higher gold ounces sold in Q3 2025.

AISC^1^

For the three and nine months ended September 30, 2025, AlSC^1^ was $2,283/oz and $2,319/oz, respectively, compared to $2,161/oz and $1,903/oz in the comparative periods of 2024. The increase in AlSC^1^ was mainly due to the increase in total cash costs^1^ described above.

Relative to Q2 2025, AISC^1^ remained comparable in Q3 2025 on a per ounce basis, while increasing by 13% on an absolute basis. The increase in absolute costs was driven by costs associated with operating the secondary crushing circuit, higher royalties resulting from higher average gold sales prices, and higher sustaining capital expenditures related to expanding the tailings facility.

EXPLORATION ACTIVITIES

The Company holds a district-scale land package of 476km^2^ on the highly prospective and underexplored Asankrangwa Gold Belt. During Q3 2025, the AGM conducted exploration programs to assess existing mineralization and expansion potential at several deposits, while also evaluating their broader resource prospects. Concurrent efforts focused on identifying greenfield exploration opportunities throughout the regional tenement portfolio.

Abore

Following the positive results of a Phase 1 drilling program (refer to the Company's news release dated May 5, 2025), which targeted mineralization within and directly below Abore's Mineral Reserve pit shell, a Phase 2 drilling program commenced at Abore in Q2 2025 and was completed in Q3 2025. The Phase 2 program was designed to test for further extensions of mineralization immediately below the Abore Mineral Reserve and Mineral Resource, across a strike length of approximately 1,600m, extending to the northern end of the Abore pit. Q3 2025 drilling at Abore totalled 14,687m.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

Results from the Phase 2 program identified multiple new high-grade ore shoots below the Abore South and Main zones, while also revealing a significant new high-grade discovery at Abore North below the existing Mineral Reserve and Mineral Resource (refer to the Company's news release dated August 20, 2025). On the back of these positive results, the Phase 2 program has been expanded to continue infill and step-out drilling through Q4 2025.  Highlights of significant intercepts include:

  • Hole ABDD25-388: 6.8 g/t Au over 23m from 240m
  • Hole ABDD25-384: 5.3 g/t Au over 16.4m from 189m
  • Hole ABPC25-368: 2.0 g/t Au over 44.8m from 279m
  • Hole ABPC25-380: 2.9 g/t Au over 30.6m from 148m, including 4.5 g/t Au over 17m
  • Hole ABDD25-354: 3.0 g/t Au over 17.5m from 241m
  • Hole ABPC25-371: 2.9 g/t Au over 29.7m from 209m
  • Hole ABDD25-376: 2.1 g/t Au over 40m from 208m, including 12m @ 3.8 g/t Au
  • Hole ABPC25-361: 2.3 g/t Au over 19.9m from 215m
  • Hole ABDD25-374: 1.7 g/t Au over 46m from 225m, including 13m @ 2.8 g/t Au
  • Hole ABDD25-377: 1.6 g/t Au over 34m from 210m, including 8m @ 3.7 g/t Au
  • Hole ABDD25-379: 1.3 g/t Au over 30m from 233m, including 5m @ 3.2 g/t Au

Refer to the Company's news release dated August 20, 2025 for additional information regarding these drill results, including data verification and quality assurance and quality control measures.

Greenfield Targets

In addition to the drilling and geophysics programs above, the Company also continued to conduct mapping and prospecting on several regional greenfield targets across the AGM's tenements with an objective of identifying new potential drill targets. Work in Q3 2025 continued to focus on areas along strike to the southwest of the Nkran deposit, including a ground Induced Polarization survey over the Nsoroma target ahead of planned drilling in Q4 2025.

Exploration Cost

Exploration expenditures during the three and nine months ended September 30, 2025 were $3.5 million and $8.6 million, respectively. Exploration costs are tracking above the Company's initial guidance due to the expanded scope of Abore's Phase 2 drilling program.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE

Sustainability is at the core of Galiano's business strategy. The Company believes that a comprehensive sustainability strategy is integral to meeting its strategic objectives by positively supporting stakeholder relationships, improving risk management, reducing the AGM's production costs, and benefiting catchment communities beyond the life of the mine.

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.

Health & Safety

**** Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024
Health and safety
LTIs^(1)^ - - 2 1 -
TRIs^(1)^ 1 - 3 3 1
12-month rolling LTI frequency rate^(1)^ 0.39 0.42 0.43 0.15 0.00

^(1)^ The Company records and reports injuries in accordance with the International Council on Mining and Metals' (ICMM) Mining Principles.

Safety performance remained robust, with the LTI-free hours worked reaching 4,272,200 and equating to 183 LTI-free days worked as of September 30, 2025.

Social Performance

Implementation of the Five-Year Socio-Economic Development Plan continued during Q3 2025, with steady progress across education, livelihood, and community infrastructure initiatives.

On September 9, 2025, a confrontation between illegal miners and military personnel stationed at the AGM resulted in unrest, one fatality, and damage to the mining contractor's equipment. The military forms part of a state-mandated security operation coordinated through the Ghana Chamber of Mines.

Environmental Performance

Environmental monitoring during Q3 2025 indicated compliance with regulatory standards for water, air quality, and noise. An annual Minerals Commission audit also highlighted strong performance and effective management practices across the Company's environmental programs, recognizing the maturity of the AGM's environmental management system.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

MACROECONOMIC FACTORS

Gold Price

The price of gold is the largest single external factor in determining the Company's profitability and cash flow from operations. Therefore, the financial performance of the Company is expected to be closely linked to the price of gold. Historically, the price of gold has been subject to volatile price movements over short periods of time and affected by numerous macroeconomic factors that are beyond the Company's control. The price of gold may be impacted by currency exchange rate fluctuations and the relative strength of the US dollar, the supply of and demand for gold, geopolitical events, and macroeconomic factors, such as interest rates and inflation expectations. During Q3 2025, the price of gold traded between a low of $3,299/oz in late July and a high of $3,827/oz in late September, with the average price for Q3 2025 based on the London Bullion Market Association ("LBMA") PM benchmark of $3,457/oz, compared to the Q3 2024 average price of $2,474/oz. Gold prices during Q3 2025 were influenced by central bank purchasing, geopolitical risks (specifically the threat of tariffs levied by the United States on its trading partners), and volatility in interest rates and the US dollar, among other factors.

During Q3 2025, the Company’s average gold sales price was $3,501/oz, excluding the effect of realized losses on gold hedging instruments.

Management continues to evaluate opportunities to leverage the historically high gold price environment to protect the Company's balance sheet, particularly during periods of elevated forecast capital expenditures 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 $3.0 billion financing arrangement over a 3-year period (the "IMF Loan"). In April 2025, the IMF and Ghana agreed on the fourth review of the country's economic reform agenda, providing Ghana with access to an additional $370.0 million under the IMF Loan, bringing total disbursements under the IMF Loan to $2.3 billion.

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

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

During Q3 2025, the Ghanaian Cedi ("Cedi") depreciated by approximately 20% relative to the US dollar, yet appreciated approximately 34% year-to-date in FY 2025. The Cedi's appreciation puts moderate pressure on the AGM's cost and capital structure. However, most of the AGM's significant cost drivers (e.g. mining contracts, diesel) are denominated in US dollars, thus isolating them from volatile movements in the Cedi.

REVIEW OF Q3 2025 CONSOLIDATED FINANCIAL RESULTS

Selected financial results for the three months ended September 30, 2025 and 2024

Three months ended September 30,
2025 2024
(in thousands of US dollars, except per share amounts)
Revenue 114,197 71,130
Cost of sales:
Production costs (41,630 (32,044
Depreciation and depletion (15,256 (8,341
Royalties (9,135 (4,301
Total cost of sales (66,021 (44,686
Income from mine operations 48,176 26,444
General and administrative expenses (8,922 (1,731
Exploration and evaluation expenditures (879 (1,809
Income from operations 38,375 22,904
Transaction costs - (91
Finance income 2,247 1,310
Finance expense (42,820 (22,623
Foreign exchange loss (3,248 (400
(Loss) income before taxes (5,446 1,100
Current income tax expense (21,828 -
Deferred income tax expense (14,746 -
Net (loss) income and comprehensive (loss) income (42,020 1,100
Weighted average number of shares outstanding:
Basic 258,791,445 256,912,077
Diluted 258,791,445 262,052,961
Net (loss) income per share attributable to common shareholders :
Basic (0.15 0.00
Diluted (0.15 0.00

All values are in US Dollars.

Revenue

During Q3 2025, the Company sold 32,577 ounces of gold at a quarterly record average gold price of $3,501/oz for total revenue of $114.2 million (including $0.2 million of by-product silver revenue). During Q3 2024, the Company sold 29,014 ounces of gold at an average gold price of $2,446/oz for total revenue of $71.1 million (including $0.2 million of by-product silver revenue). The average gold sales price, including the effect of realized gold hedging losses, for Q3 2025 amounted to $3,099/oz.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

The increase in revenue quarter-on-quarter was due to a 43% increase in average gold sales prices and a 12% increase in gold ounces sold.

Production Costs

During Q3 2025, the Company incurred production costs of $41.6 million, compared to $32.0 million in Q3 2024. During Q3 2024, low-grade stockpiled ore was processed that had no accounting book value and, as such, had no mining cost attributed to it. This resulted in lower production costs relative to Q3 2025, where processed ore was sourced from mined ore at the Abore and Esaase deposits.

Depreciation and Depletion

During Q3 2025, depreciation and depletion expense was $15.3 million, compared to $8.3 million in Q3 2024. The increase resulted from higher depletion expense on Abore and Esaase development and capitalized stripping costs.

Royalties

The Ghanaian government charges a 5% royalty on revenues earned through sales of precious metals 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 the GSL on May 1, 2023, which amounted to 1% of revenues for gold mining companies. Effective April 1, 2025, the Government of Ghana increased the GSL on gold mining companies to 3% and until December 31, 2028. The GSL is presented as a royalty expense in the Statement of Operations.

Royalties expense was higher during Q3 2025 due to higher recorded revenues and the aforementioned increase in the GSL.

General and Administrative ("G&A") Expenses

The following table summarizes G&A expenses for the three months ended September 30, 2025 and 2024:

Three months ended September 30,
2025 2024
(in thousands of US dollars)
Wages, benefits and consulting (2,280 (1,963
Office, rent and administration (382 (252
Professional and legal (312 (471
Share-bas ed compensation (5,713 882
Travel, marketing, investor relations and regulatory (206 106
Depreciation (29 (33
Total G&A expenses (8,922 (1,731

All values are in US Dollars.

G&A expenses in Q3 2025 were $7.2 million higher than Q3 2024 due to a $6.6 million increase in share-based compensation expense, resulting from an increase in the fair value of cash‐settled long‐term incentive plan awards linked to the price of the Company's common shares.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

Finance Expense

The following table summarizes significant components of finance expense for the three months ended September 30, 2025 and 2024:

Three months ended September 30,
2025 2024
(in thousands of US dollars)
Unrealized losses on gold hedging instruments (25,105 (16,552
Realized losses on gold hedging instruments (13,094 (2,162
Interest on lease liabilities (1,591 (1,674
Accretion expense on asset retirement provisions (729 (588
Accretion expense on deferred consideration (795 (748
Change in fair value of contingent consideration (1,426 (891
Other (80 (8
Total finance expense (42,820 (22,623

All values are in US Dollars.

Finance expense was higher in Q3 2025 primarily due to a $10.9 million and $8.6 million increase in realized and unrealized losses, respectively, on the AGM's zero cost gold collar ("ZCC") hedges, as compared to Q3 2024, following the significant run up in gold prices during Q3 2025.

The change in fair value of contingent consideration payable to Gold Fields Limited was higher in Q3 2025 due to higher forecast gold prices impacting the amount of estimated future royalty payments from the Nkran deposit.

Foreign Exchange Loss

The increase in foreign exchange loss during Q3 2025 was due to the depreciation of the Cedi against the US dollar, which decreased by approximately 20% during the quarter. The majority of the foreign exchange loss was unrealized and related to the quarter-end revaluation of value added tax receivables in Ghana that are denominated in Cedis.

Current and Deferred Income Tax Expense

During Q3 2025, the Company recorded current income tax ("CIT") and deferred income tax ("DIT") expenses of $21.8 million and $14.7 million, respectively. The CIT expense relates entirely to taxable income generated in Ghana by the AGM, which is subject to a statutory tax rate of 35%, and resulted from the AGM moving into a taxable income position during the quarter, after fully utilizing all tax loss carry forwards.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

REVIEW OF YEAR-TO-DATE CONSOLIDATED FINANCIAL RESULTS

Selected financial results for the nine months ended September 30, 2025 and 2024

Nine months ended September 30,
2025 2024(1)
(in thousands of US dollars, except per share amounts)
Revenue 288,091 166,788
Cost of sales:
Production costs (123,175 (84,499
Depreciation and depletion (42,703 (16,001
Royalties (21,515 (10,066
Total cost of sales (187,393 (110,566
Income from mine operations 100,698 56,222
General and administrative expenses (18,986 (16,056
Exploration and evaluation expenditures (3,260 (4,458
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 - 1,416
Income from operations and joint venture 78,452 40,532
Transaction costs - (2,492
Finance income 5,297 5,250
Finance expense (99,069 (36,607
Foreign exchange gain (loss) 2,036 (1,511
(Loss) income before taxes (13,284 5,172
Current income tax expense (21,828 -
Deferred income tax expense (14,746 -
Net (loss) income and comprehensive (loss) income (49,858 5,172
Weighted average number of shares outstanding:
Basic 257,905,353 248,496,497
Diluted 257,905,353 253,662,962
Net (loss) income per share attributable to common shareholders :
Basic (0.18 0.02
Diluted (0.18 0.02

All values are in US Dollars.

**** ^(^^1^^)^ 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 the nine months ended September 30, 2025, the Company sold 88,858 ounces of gold at an average gold price of $3,237 for total revenue of $288.1 million (including $0.5 million of by-product silver revenue). During the comparative period of 2024, the Company recognized sales on 71,757 ounces of gold at an average gold price of $2,320/oz for total revenue of $166.8 million (including $0.3 million of by-product silver revenue). The average gold sales price, including the effect of realized gold hedging losses, year-to-date amounted to $2,914/oz.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

The increase in revenue period-on-period was due to a 40% increase in average gold  sales prices and a 24% increase in gold ounces sold. Gold ounces sold in 2025 were higher than 2024 as the Company only consolidated the financial results of the AGM from March 4, 2024 to September 30, 2024 in the comparative period.

Production Costs

During the nine months ended September 30, 2025, the Company incurred production costs of $123.2 million, compared to $84.5 million in the comparative period of 2024. During the 2024 comparative period, low-grade stockpiled ore was processed that had no accounting book value and, as such, had no mining cost attributed to it. This resulted in lower production costs relative to 2025.

Production costs were also higher in 2025 due to more gold ounces sold as described under the heading "Revenue" above.

Depreciation and Depletion

During the nine months ended September 30, 2025, depreciation and depletion expense was $42.7 million, compared to $16.0 million in the comparative period of 2024. The increase in depreciation and depletion expense resulted from 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.

Additionally, depreciation and depletion expense was lower in 2024 as a result of the comparative period only including the financial results of the AGM from March 4, 2024 to September 30, 2024.

Royalties

Royalties expense was higher during the nine months ended September 30, 2025 due to higher recorded revenues and the aforementioned increase in the GSL.

G&A Expenses

The following table summarizes G&A expenses for the nine months ended September 30, 2025 and 2024:

Nine months ended September 30,
2025 2024
(in thousands of US dollars)
Wages, benefits and consulting (7,062 (5,874
Office, rent and administration (1,118 (1,093
Professional and legal (1,153 (1,120
Share-based compensation (7,806 (7,242
Travel, marketing, investor relations and regulatory (1,036 (626
Withholding taxes (721 -
Depreciation (90 (101
Total G&A expenses (18,986 (16,056

All values are in US Dollars.

G&A expenses during the nine months ended September 30, 2025 were $2.9 million higher than the comparative period in 2024 primarily due to the Company consolidating the financial results of the AGM in the comparative period from March 4, 2024 to September 30, 2024.  Additionally, share-based compensation expense was $0.6 million higher in 2025, resulting from an increase in the fair value of cash‐settled long‐term incentive plan awards linked to the price of the Company's common shares.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

Finance Expense

The following table summarizes significant components of finance expense for the nine months ended September 30, 2025 and 2024:

Nine months ended September 30,
2025 2024
(in thousands of US dollars)
Unrealized losses on gold hedging instruments (57,128 (22,171
Realized losses on gold hedging instruments (28,696 (5,276
Interest on lease liabilities (4,872 (3,529
Accretion expense on asset retirement provisions (2,139 (1,489
Accretion expense on deferred consideration (2,322 (1,722
Change in fair value of contingent consideration (3,650 (2,090
Other (262 (330
Total finance expense (99,069 (36,607

All values are in US Dollars.

Finance expense was higher during the nine months ended September 30, 2025 primarily due to an increase in unrealized and realized losses on the AGM's ZCC gold hedges amounting to $35.0 million and $23.4 million, respectively. Interest on lease liabilities and accretion expense on asset retirement provisions were higher in 2025 due to the Company consolidating the financial results of the AGM for the entire nine months ended September 30, 2025; whereas, in the comparative period, the Company only consolidated the financial results of the AGM from March 4, 2024 onwards.

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

Foreign Exchange Gain (Loss)

The increase in foreign exchange gain during the nine months ended September 30, 2025 was due to the appreciation of the Cedi against the US dollar, which had increased year-to-date by approximately 15% as of September 30, 2025. The majority of the foreign exchange gain was realized on value added tax receivables in Ghana that are denominated in Cedis.

Current and Deferred Income Tax Expense

Refer to discussion above under the heading "Review of Q3 2025 Consolidated Financial Results".

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

FINANCIAL CONDITION

September 30, December 31,
2025 2024
(in thousands of US dollars) $
Cash and cash equivalents 116,440 105,775
Other current assets 83,584 59,810
Non-current assets 385,194 334,768
Total assets 585,218 500,353
Current liabilities 204,579 110,815
Non-current liabilities 178,686 141,769
Total liabilities 383,265 252,584
Common shareholders'<br>equity 201,382 243,456
Non-controlling interest 571 4,313
Total liabilities and equity 585,218 500,353

All values are in US Dollars.

LIQUIDITY AND CAPITAL RESOURCES

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

The Company is in the process of finalizing a $75 million RCF with RMB. The purpose of the RCF is for general working capital requirements. The RCF has a 4-year term and floating interest rate based on the Secured Overnight Financing Rate (SOFR) plus a margin of 3.95%. Finalization of the RCF is pending signing of closing documentation, and satisfaction of conditions precedent customary for a facility of this nature.

The Company's cash and cash equivalents of $116.4 million as of September 30, 2025, 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 requiring settlement within the next 12 months, including the $25.0 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.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

On July 8, 2025, the Company filed a base shelf prospectus ("Prospectus"), under which the Company may sell from time‐to‐time securities of the Company, up to an aggregate of $500.0 million. The Prospectus has a term of 25‐months from the filing date. No securities have been issued under the Prospectus as of the date of this MD&A.

Working Capital

As at September 30, 2025, the Company had net working capital of $2.4 million (December 31, 2024 - $61.8 million). The decrease in net working capital since December 31, 2024 was primarily driven by an increase in the fair value of the Company's gold hedge derivative liabilities and recording income taxes payable in Ghana of $10.3 million. Refer to the discussion under the heading "Gold Price Hedging" below for further details on the Company's gold hedging program.

September 30, 2025 December 31, 2024
(in thousands of US dollars )
Cash and cash equivalents 116,440 105,775
Accounts receivable 76 104
Inventories 56,608 42,830
Value added tax receivables 12,965 8,328
Prepaid expenses and other 13,935 8,548
Accounts payable and accrued liabilities (87,554 (55,064
Income taxes payable (10,251 -
Financial liabilities (57,746 (9,284
Lease liabilities - current (17,407 (15,937
Deferred consideration (24,626 (23,535
Total net working capital 2,440 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 and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
(in thousands of US dollars)
Cash provided by (used in):
Operating activities 40,449 24,449 102,155 41,940
Investing activities (34,381 (21,740 (81,046 31,061
Financing activities (4,098 (4,156 (11,963 (5,943
Impact of foreign exchange on cash and cash equivalents (211 (676 1,519 (1,412
Increase (decrease) in cash and cash equivalents 1,759 (2,123 10,665 65,646
Cash and cash equivalents, beginning of period 114,681 123,039 105,775 55,270
Cash and cash equivalents, end of period 116,440 120,916 116,440 120,916

All values are in US Dollars.

Cash Flows from Operating Activities

The $16.0 million increase in operating cash flows during Q3 2025 was driven by higher revenues resulting from higher average gold sales prices, as compared to the same period in 2024.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

The $60.2 million increase in operating cash flows during the nine months ended September 30, 2025, relative to the comparative period in 2024, was driven by higher revenues as described under the heading "Revenue" in section "Review of Year-to-Date Consolidated Financial Results" of this MD&A. Higher revenues were partly offset by higher operating costs related to the ongoing development of the Abore deposit and recommencement of mining activities at the Esaase deposit in Q1 2025.

Cash Flows used in Investing Activities

During Q3 2025, the Company invested $35.3 million in additions to MPP&E and earned $0.9 million of interest on cash and cash equivalents (Q3 2024 - invested $22.6 million in additions to MPP&E and earned $1.3 million of interest on cash balances). Total cash expenditures on MPP&E during the current period included $13.5 million of deferred waste stripping costs at the Abore and Esaase deposits, $12.0 million of pre-stripping costs at Nkran Cut 3 and development capital expenditures of $2.9 million, primarily related to the completed secondary crushing circuit. The increase in capital expenditures during Q3 2025 was primarily due to the advancement of pre-stripping at Nkran Cut 3.

During the nine months ended September 30, 2025, the Company invested $83.3 million in additions to MPP&E and earned $2.8 million of interest on cash balances (nine months ended September 30, 2024 - invested $42.2 million in additions to MPP&E and earned $3.6 million of interest on cash balances, notwithstanding the cash flow impact of the transaction with Gold Fields Limited). The increase in capital expenditure during 2025 was driven by higher deferred waste stripping costs at Abore and Esaase, advancement of pre-stripping at Nkran Cut 3 and construction costs associated with the completed secondary crushing circuit. Additionally, in the comparative period of 2024, the Company only consolidated the cash flows of the AGM from March 4, 2024 onwards.

Cash Flows used in Financing Activities

Cash flows used in financing activities primarily related to capitalized lease payments on the Company's mining and other service contracts. The increase in cash flows used in financing activities for both periods in 2025, compared to the comparative periods in 2024, was due to additional mining contractor lease agreements entered into during the current year.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

Commitments and Contractual Obligations

The following table summarizes the Company's commitments and contractual obligations as at September 30, 2025 and December 31, 2024.

Less than 1-3 4-5 After September 30, December 31,
(in thousands of US dollars) 1 year years years 5 years 2025 2024
Accounts payable and accrued liabilities 76,215 - - - 76,215 48,125
Income taxes payable 10,251 - - - 10,251 -
Gold hedges 57,746 13,138 - - 70,884 13,758
Long-term incentive plan (cash-settled awards) 11,339 619 - - 11,958 7,405
Mining and other services contracts 22,723 29,178 14,849 3,302 70,052 44,590
Asset retirement provisions (undiscounted) - 3,379 7,220 69,265 79,864 75,770
Deferred and contingent consideration (undiscounted) 25,000 30,000 39,075 2,937 97,012 94,237
Corporate office lease 113 234 234 - 581 83
Total commitments 203,387 76,548 61,378 75,504 416,817 283,968

The gold hedges commitment represents the mark-to-market fair value of the Company's current gold hedging program (see "Gold Price Hedging" below) based upon a spot price of approximately $3,850/oz as of September 30, 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 cash-settled deferred share unit ("DSU") awards granted to directors of the Company prior to 2025 amounting to $10.6 million. These commitments are current liabilities because the timing of payments could be accelerated if a director retires, or in the event of a change of control. DSU awards granted in 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 $36.7 million and $92.1 million for the three and nine months ended September 30, 2025, respectively (three and nine months ended September 30, 2024 - $26.6 million and $49.0 million, respectively). The mining services contracts include termination clauses, which allow the Company to terminate the agreements provided a termination fee is paid to the contractor.

The timing of contingent payments to Gold Fields Limited, totaling $42.0 million, is based upon management's best estimate of when payments would be required to be made based upon the AGM's current life of mine plan.

Contingencies

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, declaring 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 September 30, 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.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

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

Off-Balance Sheet Arrangements

The Company has no off‐balance sheet arrangements.

Gold Price Hedging

The Company periodically enters into gold hedging arrangements to mitigate gold price risk during periods of planned elevated capital investment. During the three and nine months ended September 30, 2025, the Company realized a $13.1 million and $28.7 million loss on its gold hedging arrangements, respectively (three and nine months ended September 30, 2024 - realized losses of $2.2 million and $5.3 million, respectively). The Company does not apply hedge accounting to the gold hedges.

The Company has gold hedges for 5,000 gold ounces per month for the remainder of 2025 and all of 2026 (total of 15,000 gold ounces remaining in 2025 and 60,000 gold ounces in 2026 as of September 30, 2025). The remaining 2025 gold hedges have a put strike of $2,000/oz and call strikes ranging between $2,626/oz to $2,645/oz, while the 2026 gold hedges have a put strike of $2,300/oz and call strikes ranging between $2,962/oz to $3,162/oz.

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.

Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 Q4 2023
Revenue 114,197 97,304 76,590 64,551 71,130 63,963 31,695 -
Income from mine operations 48,176 37,162 15,360 21,788 26,444 23,581 6,197 -
Income (loss) from operations and JV 38,375 31,288 8,789 3,075 22,904 15,027 2,601 (2,271 )
Net (loss) income for the period (42,020 ) 21,554 (29,392 3,369 1,100 7,280 (3,208 (5,758 )
Basic and diluted (loss) income per share ($0.15 ) $0.07 (0.10 $0.00 $0.00 $0.03 (0.01 ($0.03 )
Adjusted net (loss) income attributable to common shareholders ^(1)^ (2,770 ) 21,133 3,410 5,096 17,743 8,805 6,493 (5,758 )
Adjusted basic and diluted (loss) income per share^(1)^ ($0.01 ) $0.08 0.01 $0.02 $0.07 $0.03 0.03 ($0.03 )
Cash provided by (used in) operating activities 40,449 35,814 25,892 13,806 24,449 4,463 13,028 (1,574 )
EBITDA^(1)^ 50,412 49,851 23,018 9,675 30,787 18,972 2,872 (2,554 )

All values are in US Dollars.

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

The net loss during Q4 2023 was mainly due to lower earnings from the AGM joint venture resulting from a restart and ramp up of mining at the 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.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

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 was 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.

During Q2 2025 and Q3 2025, improved mining and production rates at the AGM, coupled with higher average gold sales prices, led to strong revenue, income from operations and operating cash flow.

The net loss in Q3 2025 was due to a $25.1 million unrealized loss and a $13.1 million realized loss on gold hedging instruments.  The Company also recorded CIT and DIT expenses of $21.8 million and $14.7 million, respectively.

NON-IFRS MEASURES

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

Total Cash Costs per Gold Ounce Sold

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

The following table provides a reconciliation of the AGM's total cash costs per gold ounce sold to production costs of the Company (the nearest IFRS measure) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2025 and 2024.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024
Three months ended September 30, Nine months ended September 30,
--- --- --- --- ---
2025 2024 2025 2024
(in thousands of US dollars, except per ounce amounts)
Production costs 41,630 32,044 123,175 84,499
Unconsolidated production costs^(1)^ - - - 20,810
Fair value adjustments on acquired inventories^(2)^ - - - (7,831
Adjusted production costs 41,630 32,044 123,175 97,478
By-product silver revenue (154 (167 (450 (461
Royalties 9,135 4,302 21,515 12,101
Total cash costs 50,611 36,179 144,240 109,118
Gold ounces sold 32,577 29,014 88,858 88,684
Total cash costs per gold ounce sold ($/oz) 1,554 1,247 1,623 1,230

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.

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

The following table provides a reconciliation of AISC for the AGM to production costs and various operating expenses of the Company (the nearest IFRS measures) as presented in the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2025 and 2024.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024
Three months ended September 30, Nine months ended September 30,
--- --- --- --- ---
2025 2024 2025 2024
(in thousands of US dollars except per ounce amounts) $ $ $ $
Total cash costs (as reconciled above) 50,611 36,179 144,240 109,118
G&A expenses of the AGM (see table below) 853 319 2,394 1,752
Sustaining capital expenditures and capitalized stripping costs (see table below) 17,708 19,658 44,698 42,697
Reclamation accretion expense^(1)^ 729 588 2,139 1,932
Sustaining lease payments^(2)^ 4,480 5,965 12,574 13,246
All-in sustaining cost 74,381 62,709 206,045 168,745
Gold ounces sold 32,577 29,014 88,858 88,684
All-in sustaining cost per gold ounce sold ($/oz) 2,283 2,161 2,319 1,903

^(1)^ Accretion expense for the nine months ended September 30, 2024 was $1,489 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 and nine months ended September 30, 2025 were $5,076 and $13,798, respectively, per the Company's consolidated interim financial statements, which included $31 and $94 of lease payments for corporate office space, respectively, and $565 and $1,130 of non-sustaining lease payments on a mining services contract, respectively.

The following table reconciles G&A expenses of the AGM to the Company's G&A expenses (the nearest IFRS measure) as presented in the Statements of Operations of the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2025 and 2024. Unconsolidated G&A expenses of the AGM relate to the period of 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 September 30, Nine months ended September 30,
2025 2024 2025 2024
(in thousands of US dollars)
Consolidated G&A expenses 8,922 1,731 18,986 16,056
Add (less):
Corporate G&A expenses (8,069 (1,412 (16,592 (14,764
Unconsolidated G&A expenses of the AGM - - - 460
G&A expenses of the AGM 853 319 2,394 1,752

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 8 of the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 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.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024
Three months ended September 30, Nine months ended September 30,
--- --- --- --- ---
2025 2024 2025 2024
(in thousands of US dollars)
Additions to MPP&E (note 8 of financial statements) 33,782 29,272 96,498 78,100
Add (less):
Non-sustaining capital expenditures (17,508 (2,976 (38,573 (9,611
Capital expenditures - corporate (44 - (65 (10
Non-cash additions related to leases - - (11,157 (27,816
Change in accounts payable related to capitalized stripping costs 1,478 (6,638 (2,005 (8,069
Unconsolidated MPP&E additions of the AGM - - - 10,103
Sustaining capital expenditures 17,708 19,658 44,698 42,697

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, costs of amortizing capital assets and income tax expense. 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.

The following table provides a reconciliation of the Company's EBITDA and Adjusted EBITDA to net income (loss) of the Company (the nearest IFRS measure) as presented in the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2025 and 2024.

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
(in thousands of US dollars )
Net (loss) income (42,020 1,100 (49,858 5,172
Add back (deduct):
Depreciation and depletion expense 15,285 8,374 42,793 16,102
Finance income (2,247 (1,310 (5,297 (5,250
Finance expense 42,820 22,623 99,069 36,607
Current income tax expense 21,828 - 21,828 -
Deferred income tax expense 14,746 - 14,746 -
EBITDA 50,412 30,787 123,281 52,631
Add back (deduct):
Non-cash long-term incentive plan compensation 502 296 2,110 875
Share of net income related to joint venture - - - (2,432
Gain on derecognition of equity investment in joint venture - - - (1,416
Transaction costs - 91 - 2,492
Realized losses on gold hedges (13,094 (2,162 (28,696 (5,276
Galiano's attributable interest in JV Adjusted EBITDA - - - 3,243
Adjusted EBITDA 37,820 29,012 96,695 50,117

All values are in US Dollars.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

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 or operating performance of the current period. The Company further believes that its presentation of this non-IFRS financial measure provides information that is useful to investors because it is an important indicator of the strength of operations and the performance of the Company's core business.

The following table provides a reconciliation of adjusted net income (loss) to net income (loss) of the Company (the nearest IFRS measure) as presented in the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2025 and 2024.

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
(in thousands of US dollars, except per share amounts) $
Net (loss) income attributable to common shareholders (38,636 1,100 (46,116 5,172
Unrealized losses on gold hedges ^(1)^ 22,595 14,897 51,415 19,954
Deferred income tax expense^(1)^ 13,271 - 13,271 -
Realized purchase price adjustments on inventories - - - 8,700
Gain on derecognition of equity investment in joint venture - - - (1,416
Transaction costs - 91 - 2,492
Adjusted net (loss) income (2,770 16,088 18,570 34,902
Basic weighted average common sha res outstanding 258,791,445 256,912,077 257,905,353 248,496,497
Diluted weighted average common shares outstanding 258,791,445 262,052,961 264,738,985 253,662,962
Adjusted net (loss) income per share - basic (0.01 $0.06 0.07 0.14
Adjusted net (loss) income per share - diluted (0.01 $0.06 0.07 0.14

All values are in US Dollars.

^(1)^ Reflects the Company's 90% interest in the AGM.

OUTSTANDING SHARE DATA

As of the date of this MD&A, there were 259,790,437 common shares of the Company issued and outstanding and 10,053,675 stock options outstanding (each exercisable to purchase one common share at exercise prices ranging between C$0.62 and C$2.37 per share). Additionally, there are 2,568,904 long-term incentive plan ("LTIP") awards, comprising restricted share units, performance share units and DSUs, that will be settled in equity. The maximum number of common shares issuable upon conversion of these LTIP awards is 3,200,904 common shares. The fully diluted outstanding share count at the date of this MD&A is 273,045,016.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

RELATED PARTY TRANSACTIONS

As at September 30, 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 and nine months ended September 30, 2025, all related party transactions were in the normal course of business including compensation payments to key management personnel.

During the nine months ended September 30, 2024, other than compensation paid to key management personnel, the only related party transactions were with the AGM in respect of the Company's service fee earned for being the operator of the AGM joint venture until March 3, 2024. For the nine months ended September 30, 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Estimates and Judgements

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in preparing the unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 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 and nine months ended September 30, 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 September 30, 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.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

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.

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 September 30, 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 (gold hedge derivatives), 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 hedge liabilities are also recorded at fair value at the reporting date and fall within Level 1 of the fair value hierarchy. Refer to note 11 of the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2025 and 2024 for discussion on the significant assumptions made in determining the fair value of the contingent consideration and Nkran Royalty.

The credit risk, liquidity risk and market risk associated with the Company's financial instruments are disclosed in note 24(d) of the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2025 and 2024. The Company's strategies to manage these risks have not changed materially during the period.

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024

As at September 30, 2025, the carrying and fair values of the Company's financial instruments by category are as follows (in thousands of US dollars):

As at September 30, 2025 Fair value through<br>profit or loss<br>$ Amortized cost<br>$ Carrying value<br>$ Fair value<br>$
Financial assets
Cash and cash equivalents - 116,440 116,440 116,440
Accounts receivable - 76 76 76
Marketable securities^(1)^ 4,433 - 4,433 4,433
Total financial assets 4,433 116,516 120,949 120,949
Financial liabilities
Accounts payable and accrued liabilities^(2)^ 11,339 76,215 87,554 87,554
Financial liabilities^(2)^ 57,746 - 57,746 57,746
Lease liabilities - 41,103 41,103 41,103
Deferred consideration - 52,431 52,431 52,431
Contingent consideration 18,677 - 18,677 18,677
Nkran royalty 6,234 - 6,234 6,234
Other non-current liabilities^(2)^ 13,757 - 13,757 13,757
Total financial liabilities 107,753 169,749 277,502 277,502

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

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

INTERNAL CONTROL

Internal Control over Financial Reporting ("ICFR")

Change in 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 September 30, 2025, there were 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>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 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 releases dated May 5, 2025, July 14, 2025 and August 20, 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. Amri Sinuhaji, P.Eng., Vice President Technical Services of Galiano. Mr. Pettman and Mr. Sinuhaji are "Qualified Persons" as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects ("NI 43-101").

CAUTIONARY STATEMENTS

Cautionary Statement on Forward-Looking Information

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

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

  • the deferred consideration payable in connection with the transaction with Gold Fields 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;
GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024
  • the Company's planned and future drilling programs;
  • expectations and timing with respect to the resumption of mining operations at Esaase and the ramping up of mining activities at Esaase and Nkran;
  • expectations regarding processing plant milling capacity and milling rates, including the installation of additional ancillary components and hardware in connection with the secondary crusher and other circuit optimizations;
  • expectations regarding the RCF;
  • 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;
  • life of mine estimates are based on a number of factors and assumptions and may prove to be incorrect;
  • actual production, costs, returns and other economic and financial performance may vary from the Company's estimates in response to a variety of factors, many of which are not within the Company's control;
  • inflationary pressures and the effects thereof;
  • sustained increases in costs, or decreases in the availability, of commodities consumed or otherwise used by the Company may adversely affect the Company;
  • adverse geotechnical and geological conditions (including geotechnical failures) may result in operating delays and lower throughput or recovery, closures or damage to mine infrastructure;
  • the ability of the Company to treat the number of tonnes planned, recover valuable materials, remove deleterious materials and process gold as planned is dependent on a number of factors and assumptions which may not be present or occur as expected;
  • risks related to artisanal and illegal mining activities at or near the AGM, including that the Company's mineral properties may experience a loss of ore, and the Company may experience lack of access to its mineral properties and other issues, 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;
  • the ability of the Company to manage procurement risks, including securing timely and cost-effective equipment and services, and mitigate risks related to supplier performance, fraud, collusion, bribery, kickbacks and unethical procurement practices.
  • outbreaks of infectious diseases may have a negative impact on global financial conditions, demand for commodities and supply chains and could adversely affect the Company's business, financial condition and results of operations and the market price of its common shares;
  • the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures;
  • the Company may be unsuccessful in attracting and retaining key personnel;
  • labour disruptions could adversely affect the Company's operations;
GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024
  • metallurgical recoveries may not be economically viable or recoveries may be lower in the future and have a negative impact on the Company's gold production and financial results;
  • the Company's business is subject to risks associated with operating in a foreign country;
  • risks related to the Company's use of mining and other contractors;
  • the hazards and risks normally encountered in the exploration, development and production of gold;
  • the Company's operations are subject to environmental hazards and compliance with applicable environmental laws and regulations;
  • the effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency;
  • the Company's operations and workforce are exposed to health and safety risks;
  • unexpected costs and delays related to, or the failure of the Company to obtain, necessary permits could impede the Company's operations;
  • the Company's title to exploration, development and mining interests can be uncertain and may be contested;
  • geotechnical risks associated with the design and operation of a mine and related civil structures;
  • the Company's properties may be subject to claims by various community stakeholders;
  • risks related to limited access to infrastructure and water;
  • risks associated with establishing new mining operations;
  • the Company's revenues are dependent on the market prices for gold, which have recently experienced significant fluctuations;
  • the Company may not be able to secure additional financing when needed or on acceptable terms;
  • the Company's shareholders may be subject to future dilution;
  • risks related to changes in interest rates and foreign currency exchange rates;
  • changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds;
  • risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws;
  • risks related to information systems security threats;
  • non-compliance with public disclosure obligations could have an adverse effect on the Company's share price;
  • the carrying value of the Company's assets may change and these assets may be subject to impairment charges;
  • risks associated with changes in reporting standards;
  • the Company may be liable for uninsured or partially insured losses;
  • the Company may be subject to litigation;
  • damage to the Company's reputation could result in decreased investor confidence and increased challenges in developing and maintaining community relations which may have adverse effects on the business, results of operations and financial conditions of the Company and the Company's share price;
  • the Company may be unsuccessful in identifying targets for acquisition or completing suitable corporate transactions, and any such transactions may not be beneficial to the Company or its shareholders;
  • the Company must compete with other mining companies and individuals for mining interests;
  • the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions;
  • the Company's common shares may experience price and trading volume volatility;
  • the Company has never paid dividends and does not expect to do so in the foreseeable future;
  • the Company's shareholders may be unable to sell significant quantities of the Company's common shares into the public trading markets without a significant reduction in the price of its common shares, or at all; and
  • any such other risk factors described under the heading "Risk Factors" in the Company's AIF.

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

GALIANO GOLD INC.<br>Management's Discussion and Analysis<br>For the three and nine months ended September 30, 2025 and 2024
  • 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 by operating cash flows and from debt and share issuances. The Company has had and may have future capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund its future operations, the Company may be required to seek additional financing.

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

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:

  1. Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended September 30, 2025.

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

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

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

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

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

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

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

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

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

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

5.3 Limitation on scope of design: N/A

  1. 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 July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 6, 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:

  1. Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended September 30, 2025.

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

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

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

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

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

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

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

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

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

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

5.3 Limitation on scope of design: N/A

  1. 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 July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 6, 2025

/s/ Matthew Freeman
Matthew Freeman
Chief Financial Officer
Galiano Gold Inc.: Exhibit 99.5 - Filed by newsfilecorp.com

GALIANO GOLD REPORTS

THIRD QUARTER 2025 RESULTS

Vancouver, British Columbia, November 6, 2025 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) is pleased to report its third quarter ("Q3") 2025 operating and financial results. Galiano owns a 90% interest in the Asanko Gold Mine ("AGM") located on the Asankrangwa Gold Belt in the Republic of Ghana, West Africa.

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

Q3 2025 AND YEAR-TO-DATE HIGHLIGHTS

Safety

  • No lost-time injuries ("LTI") and one total recordable injury ("TRI") recorded during Q3 2025.
  • 12‐month rolling LTI and TRI frequency rates as of September 30, 2025 of 0.39 and 0.90 per million hours worked, respectively.

Financial

  • Cash and cash equivalents of $116.4 million as of September 30, 2025.
  • Generated cash flow from operating activities of $40.4 million during Q3 2025.
  • Income from mine operations of $48.2 million during Q3 2025.
  • Net loss of $0.15 per common share and adjusted net loss^1^ of $0.01 per common share during Q3 2025.
  • Adjusted EBITDA^1^ of $37.8 million during Q3 2025.

Mining

  • Mined 1.6 million tonnes ("Mt") of ore at an average mined grade of 0.8 grams per tonne ("g/t") gold and a strip ratio of 7.8:1 during Q3 2025.
  • Development of Cut 3 at the Nkran deposit continued to ramp up during the quarter with 3.6 Mt of material mined, an increase of 111% compared to Q2 2025.
  • Subsequent to quarter-end, mining operations at Esaase recommenced in early November, with a steady ramp up in ore production expected over Q4 2025.

Processing

  • 1.3 Mt of ore was milled at an average feed grade of 0.9 g/t, with metallurgical recovery averaging 91% during Q3 2025.
  • The permanent secondary crushing circuit at the AGM processing plant was commissioned at the end of July 2025.
  • Produced 32,533 ounces of gold during the quarter, a 7% increase compared to Q2 2025. Year-to-date gold production reached 83,617 ounces as of September 30, 2025. Gold production guidance for fiscal year ("FY") 2025 is revised to a range of 120,000 - 125,000 ounces (previously 130,000 - 150,000 ounces).

_________________________________ ^1^ Non-IFRS measure. Refer to section "Non-IFRS Measures" of this news release.

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  • Sold 32,577 ounces of gold during the quarter at a record quarterly average price of $3,501 per ounce (“/oz”) and sold 88,858 ounces of gold year-to-date at an average price of $3,237/oz, excluding the effect of realized losses on gold hedging instruments.

Cost and Capital Expenditures

  • Total cash costs^1^ of $1,554/oz and all-in sustaining costs^1^ ("AISC") of $2,283/oz for the quarter. AISC^1^ was consistent with Q2 2025. AISC^1^ guidance for FY 2025 is revised to a range of $2,200/oz - $2,300/oz. Previous AISC^1^ guidance for FY 2025 was a range of $1,750/oz - $1,950/oz, plus a further $100/oz for higher royalties.
  • Capitalized development pre-stripping costs at Nkran Cut 3 of $12.0 million during Q3 2025 and $22.1 million year-to-date.

Exploration

  • Phase 2 drilling program at Abore completed during Q3 2025, which identified multiple new high-grade ore shoots below the Abore South and Main zones, while also revealing a significant new high-grade discovery at Abore North (refer to the Company's news release dated August 20, 2025).

"The third quarter has shown some of the improvements we expected in terms of volumes of material mined and throughput, following the successful commissioning of the secondary crusher. Grade also improved in the mill resulting in production being 7% higher than the second quarter," said Matt Badylak, Galiano's President and Chief Executive Officer. "The September incident at Esaase required us to temporarily pause mining operations and will result in lower grades delivered to the mill for a longer period than originally expected. This has necessitated a revision to full-year guidance. Our technical team continues to focus on mine and plant enhancements to improve production as we enter the fourth quarter and beyond.

Importantly, we emerge from the quarter with a very strong financial position, and our Abore drilling program continues to deliver exciting results, delineating a mineralized system extending 200 metres below our current Mineral Reserve across a substantial 1,600-metre strike length.”

Revised FY 2025 Guidance

  • FY 2025 production and AISC^1^ guidance are revised to a range of 120,000 - 125,000 ounces (previously 130,000 - 150,000 ounces) and $2,200/oz - $2,300/oz (previously $1,750/oz - $1,950/oz, plus a further $100/oz for higher royalties), respectively.
  • Production for the balance of the year will be impacted by multiple factors, including the extended pause of mining operations at Esaase. During this period, Esaase stockpile material fed to the mill yielded lower grades. The impact of this lower grade stockpile material will continue while Esaase mining operations ramp back up to deliver ore from the pit. Mining at Abore will provide the majority of the mill feed for the balance of the year, and lower realized grades have been factored into the revised production guidance range. Mill throughput assumptions for the balance of the year have been aligned to reflect Q3 2025 milling performance, with the expectation that ongoing circuit optimizations will yield improved throughput by year-end.
  • AISC^1^ guidance is revised due to the impacts of lower production guidance and higher royalties, resulting from higher average gold sales prices and the 2% increase to Ghana’s Growth and Sustainability Levy (“GSL”).
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SUMMARY OF QUARTERLY OPERATIONAL AND FINANCIAL HIGHLIGHTS

**** Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024
Health and safety
LTIs^(1)^ - - 2 1 -
TRIs^(1)^ 1 - 3 3 1
12-month rolling LTI frequency rate 0.38 0.42 0.43 0.15 0.00
Mining
Ore mined ('000t) 1,605 1,365 1,296 531 670
Waste mined ('000t) 12,493 9,824 9,124 8,698 9,726
Strip ratio (W:O) 7.8 7.2 7.0 16.4 14.5
Average gold grade mined (g/t) 0.8 0.8 0.8 1.0 1.1
Mining cost ($/t mined) - mine-wide^(2)^ 3.36 3.65 3.36 3.41 3.52
Mining cost ($/t mined) - producing^(2)^ 3.38 3.59 3.31 3.41 3.52
Mining cost ($/t mined) - development^(2)^ 3.29 4.00 3.98 - -
Ore tonnes trucked ('000 t) 1,288 1,030 1,053 685 665
Ore transportation cost ($/t trucked) 4.35 4.49 4.43 4.75 4.56
Processing
Ore milled ('000t) 1,283 1,193 1,086 1,179 1,162
Average mill head grade (g/t) 0.9 0.8 0.8 0.9 0.9
Average recovery rate (%) 91 89 87 85 91
Processing cost ($/t milled) 12.57 12.89 14.37 15.84 12.49
General and administrative cost ($/t milled) 6.62 6.24 5.78 6.28 5.74
Gold produced (oz) 32,533 30,350 20,734 28,508 29,784
Capital expenditures
Sustaining capital ($m) 4.2 2.2 1.3 0.8 0.8
Development capital ($m) 2.9 4.9 3.3 2.0 4.0
Sustaining capitalized stripping costs ($m) 11.9 15.1 11.9 19.1 25.5
Development capitalized stripping costs - Nkran ($m) 12.0 6.9 3.2 - -
Financial, costs and cash flow
Revenue ($m) 114.2 97.3 76.6 64.6 71.1
Gold sold (oz) 32,577 29,287 26,994 24,673 29,014
Average gold sales price ($/oz) 3,501 3,317 2,833 2,609 2,446
AISC ($/oz sold)^(^^3^^)^ 2,283 2,251 2,501 2,638 2,161
Income from mine operations ($m) 48.2 37.2 15.4 21.8 26.4
Adjusted net (loss) income ($m)^(^^3^^)^ (2.8) 21.0 0.4 5.1 16.1
Adjusted EBITDA ($m)^(^^3^^)^ 37.8 39.9 19.0 21.2 29.0
Cash flow from operating activities ($m) 40.4 35.8 25.9 13.8 24.4

^(1)^ The Company records and reports injuries in accordance with the International Council on Mining and Metals' (ICMM) Mining Principles.

^(2)^ Total mining cost per tonne includes total mining costs for all producing deposits (i.e. Abore and Esaase) and deposits in development (i.e Nkran). Producing mining cost per tonne reflects unit mining rates at the Abore and Esaase deposits combined, while development mining cost per tonne reflects unit mining rates at the Nkran deposit only.

^(^^3^^)^ Refer to section "Non-IFRS Performance Measures" of this news release.

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Mining

  • Mined 1.3 Mt of ore at the Abore deposit, an increase of 57% from Q2 2025, at an average grade of 0.9 g/t gold. The strip ratio at Abore was 6.5:1, in line with Q2 2025.

  • Mining activities at Abore during Q3 2025 focused on opening up Cut 2 to the full pit width to expose the main granite ore body, and as a result the strip ratio remained elevated and average grade mined lower than forecast.

  • Understanding of Abore’s mineralization has improved as more of the main ore body has been mined at depth. Reconciliation results for the quarter indicated that internal dilution, in combination with mining practices, produce more tonnes at a lower grade for an equivalent number of gold ounces.

  • Mined 0.1 Mt of ore at the Esaase deposit at an average grade of 0.7 g/t gold. The strip ratio at Esaase was 6.4:1, an increase of 16% from Q2 2025. Mined volumes at Esaase were impacted by strategically focusing on mining the Abore deposit for the second half of the year, and the incident that occurred on September 9, 2025, as described below.

  • On September 9, 2025, the Company reported an incident between illegal miners and military personnel on its operating concessions, which regrettably resulted in the fatality of a community member and damage to contractor equipment. While ore haulage of stockpiled material continued, mining operations at the Esaase deposit were temporarily suspended whilst the mining contractor mobilized a new fleet of equipment. Operations at the Abore deposit and the processing plant continued unaffected. Mining operations at Esaase resumed in early November.

  • Mining cost per tonne at Abore and Esaase averaged $3.38 per tonne ("/t") in Q3 2025, 6% lower than Q2 2025 due to more material mined.

  • Mining continued to ramp up at Cut 3 of the Nkran deposit with 3.6 Mt of material mined during Q3 2025, an increase of 111% from Q2 2025, including 0.2 Mt of ore.

  • At Nkran, mining cost per tonne was $3.29 for Q3 2025, 18% lower than Q2 2025 due to more material mined.

Processing

  • The AGM produced 32,533 ounces of gold during Q3 2025, an increase of 7% from Q2 2025, as the processing plant milled 1.3 Mt of ore at an average grade of 0.9 g/t gold with metallurgical recovery averaging 91%.

  • Secondary crushing circuit at the AGM processing plant was commissioned in late July 2025 and milling performance has since improved monthly. At the end of Q3 2025, milling rates had increased 13% compared to the Q2 2025 average. While all of the primary components of the secondary crusher have been commissioned, there are additional ancillary components and hardware that will be installed during Q4 2025 that will further improve the processing plant performance by year-end.

  • Processing cost per tonne for Q3 2025 was $12.57, 3% lower than Q2 2025. The decrease in processing cost per tonne in Q3 2025 was driven by 8% more tonnes milled compared to Q2 2025, which decreased fixed processing costs on a per unit basis.

Capital Expenditures

  • Sustaining capital expenditures during Q3 2025 totaled $4.2 million and related primarily to a tailings facility expansion.

  • Development capital expenditures during Q3 2025 totaled $2.9 million (excluding Nkran pre-stripping costs) and related primarily to finalizing the construction of the secondary crushing circuit.

  • Development of Cut 3 at the Nkran deposit commenced in February 2025 and has continued to ramp up throughout the year. During Q3 2025, 3.4 Mt of waste was mined at a cost of $3.29/t, or $12.0 million. These stripping costs are classified as development capital expenditures. The Company anticipates a further ramp up of mining activities at Nkran in Q1 2026 following the mobilization of additional mining equipment during Q4 2025.

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Costs

  • AISC^1^ for Q3 2025 was $2,283/oz, compared to $2,161/oz in Q3 2024. The increase in AlSC^1^ was primarily driven by low grade stockpiled ore processed in Q3 2024 that had no accounting book value and, as such, had no mining cost attributed to it. Additionally, AISC^1^ was higher in Q3 2025 due to higher royalties, a result of higher average gold sales prices and an increase to the GSL effective April 1, 2025. These factors were partly offset by 12% higher gold ounces sold in Q3 2025.

  • Relative to Q2 2025, AISC^1^ remained comparable in Q3 2025 on a per ounce basis, while increasing by 13% on an absolute basis. The increase in absolute costs was driven by costs associated with operating the secondary crushing circuit, higher royalties expense resulting from higher average gold sales prices, and higher sustaining capital expenditures related to expanding the tailings facility.

Exploration

  • Following the positive results of a Phase 1 drilling program (refer to the Company's news release dated May 5, 2025), which targeted mineralization within and directly below Abore's Mineral Reserve pit shell, a Phase 2 drilling program commenced at Abore in Q2 2025 and was completed in Q3 2025. The Phase 2 program was designed to test for further extensions of mineralization immediately below the Abore Mineral Reserve and Mineral Resource, across a strike length of approximately 1,600m, extending to the northern end of the Abore pit. Q3 2025 drilling at Abore totalled 14,687m.
  • Results from the Phase 2 program identified multiple new high-grade ore shoots below the Abore South and Main zones, while also revealing a significant new high-grade discovery at Abore North below the existing Mineral Reserve and Mineral Resource (refer to the Company's news release dated August 20, 2025). On the back of these positive results, the Phase 2 program has been expanded to continue infill and step-out drilling through Q4 2025.
  • In addition to the drilling and geophysics programs above, the Company also continued to conduct mapping and prospecting on several regional greenfield targets across the AGM's tenements with an objective of identifying new potential drill targets. Work in Q3 2025 continued to focus on areas along strike to the southwest of the Nkran deposit, including a ground Induced Polarization survey over the Nsoroma target ahead of planned drilling in Q4 2025.

Balance Sheet

  • The Company has maintained a strong cash position with $116.4 million as of September 30, 2025
  • The Company is in the process of finalizing a $75 million revolving credit facility (the “RCF”) with FirstRand Bank Limited, acting through its Rand Merchant Bank division. The purpose of the RCF is for general working capital requirements. The RCF has a 4-year term and floating interest rate based on the Secured Overnight Financing Rate (SOFR) plus a margin of 3.95%. Finalization of the RCF is pending signing of closing documentation, and satisfaction of conditions precedent customary for a facility of this nature.
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CONSOLIDATED FINANCIAL HIGHLIGHTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Three months ended September 30,
(All amounts in 000's of US dollars, unless otherwise stated) 2025 2024
Revenue 114,197 71,130
Income from mine operations 48,176 26,444
Net (loss) income attributable to common shareholders (38,636 ) 1,100
Net (loss) income per share attributable to common shareholders (0.15 ) 0.00
Adjusted net (loss) income attributable to common shareholders ^(1)^ (2,770 ) 16,088
Adjusted net (loss) income per share attributable to common shareholders ^(1)^ (0.01 ) 0.06
Adjusted EBITDA^(1)^ 37,820 29,012
Cash and cash equivalents 116,440 120,916
Cash generated from operating activities 40,449 24,449
  • The Company sold 32,577 ounces of gold in Q3 2025 at a quarterly record average gold price (before the effect of realized hedging losses) of $3,501/oz for total revenue of $114.2 million. The increase in revenue from the comparative period was due to a 43% increase in average gold sales prices and a 12% increase in gold ounces sold. The average gold sales price, including the effect of realized gold hedging losses, for Q3 2025 amounted to $3,099/oz.
  • Income from mine operations for Q3 2025 totaled $48.2 million, compared to $26.4 million in Q3 2024. The increase in income from mine operations was due to higher revenues as described above. This was partly offset by higher depletion expense on Abore and and Esaase development and capitalized stripping costs during Q3 2025. Royalties expense was also higher in Q3 2025 due to higher earned revenues and the increase to the GSL from 1% to 3% effective April 1, 2025.
  • The Company reported net loss attributable to common shareholders of $38.6 million in Q3 2025, compared to net income of $1.1 million in Q3 2024. The decrease in net income during Q3 2025 was primarily due to an increase in realized and unrealized losses on the AGM's zero cost gold collar hedges and the recording of current and deferred income tax expenses related to the AGM.
  • Reported Adjusted EBITDA^1^ of $37.8 million in Q3 2025, compared to $29.0 million in Q3 2024. The increase in Adjusted EBITDA^1^ was primarily driven by higher revenues, partly offset by higher royalties and realized gold hedging losses, as described above.
  • The Company generated $40.4 million of cash flow from operating activities in Q3 2025, compared to $24.4 million in Q3 2024. The increase in operating cash flow was primarily driven by higher average gold sales prices during Q3 2025.
  • As of September 30, 2025, the Company had cash and cash equivalents of $116.4 million and no debt.
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CONSOLIDATED FINANCIAL HIGHLIGHTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Nine months ended September 30,
(All amounts in 000's of US dollars, unless otherwise stated) 2025 2024
Revenue 288,091 166,788
Income from mine operations 100,698 56,222
Net (loss) income attributable to common shareholders (46,116 ) 5,172
Net (loss) income per share attributable to common shareholders (0.18 ) 0.02
Adjusted net income attributable to common shareholders ^(1)^ 18,570 34,902
Adjusted net income per share attributable to common shareholders ^(1)^ 0.07 0.14
Adjusted EBITDA^(1)^ 96,695 50,117
Cash and cash equivalents 116,440 120,916
Cash generated from operating activities 102,155 41,940
  • The Company sold 88,858 ounces of gold during the nine months ended September 30, 2025 at an average gold price (before the effect of realized hedging losses) of $3,237/oz for total revenue of $288.1 million. The increase in revenue from the comparative period was due to a 40% increase in average gold sales prices and 24% increase in gold ounces sold. The average gold sales price, including the effect of realized gold hedging losses, year-to-date amounted to $2,914/oz.
  • Income from mine operations for the nine months ended September 30, 2025 totaled $100.7 million, compared to $56.2 million in the comparative period of 2024. The increase in income from mine operations was due to the increase in revenue, as described above, and the Company only consolidating the financial results of the AGM from March 4, 2024 to September 30, 2024 in the comparative period. These factors were partly offset by higher depreciation and depletion expense and royalties in 2025.
  • The Company reported a net loss attributable to common shareholders of $46.1 million for the nine months ended September 30, 2025, compared to net income of $5.2 million in the comparative period of 2024. The decrease in net income was primarily driven by higher realized and unrealized losses on gold hedging instruments in 2025 and the recording of current and deferred income tax expenses related to the AGM.
  • Reported Adjusted EBITDA^1^ of $96.7 million during the nine months ended September 30, 2025, compared to $50.1 million in the comparative period of 2024. The increase in Adjusted EBITDA^1^ was driven by higher average gold sales prices and the Company consolidating a full nine months of financial results of the AGM in 2025. These factors were partly offset by higher royalties and realized gold hedging losses in 2025.
  • The Company generated $102.2 million of cash flow from operating activities during the nine months ended September 30, 2025, compared to $41.9 million in the comparative period of 2024. The increase in cash flow from operations was driven by higher average gold sales prices and the Company consolidating a full nine months of financial results of the AGM in 2025.
This news release should be read in conjunction with Galiano's Management's Discussion and Analysis and the Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2025 and 2024, which are available at www.galianogold.com and filed on SEDAR+.
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^1^ Non-IFRS Performance Measures

The Company has included certain non-IFRS performance measures in this news release. These non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Refer to 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 on the AGM's mining and other service lease agreements per ounce of gold sold.

  • EBITDA and Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization ("EBITDA") provides an indication of the Company's continuing capacity to generate income from operations before taking into account the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income (loss) excluding finance expense, finance income, depreciation and depletion expense, and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and non-cash items ("Adjusted EBITDA") and includes the calculated Adjusted EBITDA of the AGM joint venture for periods prior to the consolidation of its ownership.

  • 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. Amri Sinuhaji, P.Eng., Vice President Technical Services of Galiano. Mr. Pettman and Mr. Sinuhaji are "Qualified Persons" as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects.

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Conference Call and Webcast

Management will host a conference call and webcast to discuss the results of Q3 2025, at 7:30am PT on November 7, 2025. Please refer to the details below to join the conference call or the webcast.

Conference Call Participant Details
RapidConnect URL: https://emportal.ink/3XVW7iq
Local: Toronto: 1-437-900-0527
North American Toll Free: 1-888-510-2154
Webcast URL
Audience URL: https://app.webinar.net/E4kxVp4Vgam
Conference Replay
Conference Replay Local: 1-289-819-1450
Conference Replay North American Toll Free: 1-888-660-6345
Conference Replay Entry Code: 16439 #
Conference Replay Expiration Date: 11/14/2025

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

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; expectations and timing with respect to the resumption of mining operations at Esaase and the ramping up of mining activities at Esaase and Nkran; anticipated production and cost guidance; expectations regarding processing plant milling capacity and milling rates, including the installation of additional ancillary components and hardware in connection with the secondary crusher and other circuit optimizations; expectations regarding the RCF; expectations regarding cash flows from operations; any additional work programs to be undertaken by the Company; potential exploration opportunities and statements regarding the usefulness and comparability of certain non-IFRS measures; total cash costs and corresponding cost performance relating to the Company’s activities; and details of the upcoming conference call and webcast. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to: development plans and capital expenditures; the price of gold will not decline significantly or for a protracted period of time; the accuracy of the estimates and assumptions underlying mineral reserve and mineral resource estimates; the Company’s ability to raise sufficient funds from future equity financings to support its operations, and general business and economic conditions; the global financial markets and general economic conditions will be stable and prosperous in the future; the AGM will not experience any significant uninsured production disruptions that would materially affect revenues; the ability of the Company to comply with applicable governmental regulations and standards; the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana; the success of the Company in implementing its development strategies and achieving its business objectives; the Company will have sufficient working capital necessary to sustain its operations on an ongoing basis and the Company will continue to have sufficient working capital to fund its operations; and the key personnel of the Company will continue their employment.

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The foregoing list of assumptions cannot be considered exhaustive.

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

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

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

Source: Galiano Gold Inc.

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