EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Galiano Gold Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

 

 

 

 

 

 

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

(Expressed in United States dollars, unless otherwise stated)

 

 

 

 

 


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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

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

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

TABLE OF CONTENTS

BUSINESS OVERVIEW 4
   
Q1 2025 HIGHLIGHTS 5
   
RECENT DEVELOPMENTS 6
   
2025 GUIDANCE AND OUTLOOK 6
   
SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS 7
   
EXPLORATION ACTIVITIES 11
   
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE 12
   
MACROECONOMIC FACTORS 13
   
REVIEW OF CONSOLIDATED FIRST QUARTER FINANCIAL RESULTS 14
   
FINANCIAL CONDITION 17
   
LIQUIDITY AND CAPITAL RESOURCES 17
   
SUMMARY OF QUARTERLY FINANCIAL RESULTS 21
   
NON-IFRS MEASURES 22
   
OUTSTANDING SHARE DATA 27
   
RELATED PARTY TRANSACTIONS 27
   
CRITICAL ACCOUNTING POLICIES AND ESTIMATES 28
   
RISKS AND UNCERTAINTIES 29
   
INTERNAL CONTROL 30
   
QUALIFIED PERSONS 31
   
CAUTIONARY STATEMENTS 31


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

BUSINESS OVERVIEW

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

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

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

Q1 2025 HIGHLIGHTS

Safety

  • Two lost-time injuries ("LTI") and three total recordable injuries (inclusive of LTIs) ("TRI") recorded.

  • 12‐month rolling LTI and TRI frequency rates as of March 31, 2025 of 0.43 and 1.00 per million hours worked, respectively.

Mining

  • Mining activities focused on the Abore and Esaase deposits with 1.3 Mt of ore mined at an average mined grade of 0.8 grams per tonne ("g/t") gold and a strip ratio of 7.0:1.

  • Development of cut 3 at the Nkran deposit commenced ahead of schedule in February with 0.8 Mt of waste mined during the quarter.

Processing

  • The AGM processing plant was offline for a period of 14 days due to a key component of the Semi-Autogenous Grinding ("SAG") mill requiring repairs, during which no gold was recovered. This shutdown reduced quarterly production by approximately 4,500 to 5,000 ounces. The repairs to the SAG mill were completed during Q1 2025.

  • 1.1 Mt of ore was milled at an average feed grade of 0.8 g/t, with metallurgical recovery averaging 87%. Throughput remains constrained until a secondary crushing circuit is commissioned during Q3 2025.

  • Produced 20,734 ounces of gold.

  • Sold 26,994 ounces of gold at an average realized price of $2,833 per ounce ("/oz").

Exploration

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

Cost and capital expenditures

  • Total cash costsof $1,730/oz and all-in sustaining costs1 ("AISC") of $2,501/oz.

  • Sustaining capital expenditures of $1.3 million and development capital expenditures (excluding Nkran pre-stripping costs) of $3.3 million.

  • Capitalized development pre-stripping costs at Nkran cut 3 of $3.2 million.

Financial

  • Cash and cash equivalents of $106.4 million at March 31, 2025, and no debt.

  • Generated cash flow from operating activities of $25.9 million.

  • Income from mine operations of $15.4 million.

  • Net loss of $0.10 per common share and adjusted net income1 of $0.01 per common share.

  • Adjusted EBITDA1 (as defined herein) of $19.0 million.

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

RECENT DEVELOPMENTS

  • The Company provided a new 5-year outlook and updated Mineral Reserve and Mineral Resource estimates for the AGM on January 28, 2025.

  • On March 26, 2025, the Government of Ghana passed an amendment to increase the Growth and Sustainability Levy ("GSL") on gold mining companies from 1% to 3%, effective April 1, 2025, and extended the sunset clause to December 31, 2028.

2025 GUIDANCE AND OUTLOOK

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

AISC1 guidance for 2025 remains $1,750/oz to $1,950/oz. The Company expects AISC1 for FY 2025 to come in at the higher end of the guidance range given the impact of the mill shutdown in Q1 2025 on estimated annual gold production. Additionally, the effect of higher royalties, resulting from higher realized gold prices and the increase in the GSL, is estimated to impact FY 2025 AISC1 by approximately a further $55/oz (at the current spot gold price). AISC1 is anticipated to be elevated in 2025 compared to future years due to lower 2025 gold production. Given the current crushing constraints, softer Esaase material will provide supplementary mill feed until the secondary crushing circuit is expected to be commissioned in Q3 2025. Higher grades are expected from deeper elevations at Abore and Esaase in the second half of the year and are expected to result in higher gold production in that period.

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

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

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

SELECTED OPERATIONAL AND FINANCIAL HIGHLIGHTS

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

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

(2) Health and safety, mining, processing, capital expenditures and AISC1 information for Q1 2024 are presented on a 100% basis for the AGM.

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

Q1 2025 Operational Analysis for the Asanko Gold Mine

Health and Safety

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

Mining

Abore Deposit

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

Esaase Deposit

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

Nkran Deposit

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

Mining Costs

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

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

Ore Transportation

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

Processing

Gold Production

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

Milled Tonnes

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

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

Average Head Grade

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

Processing Costs

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

Capital Expenditures

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

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

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

Total Cash Costs and AISC

Total Cash Costs1

For the three months ended March 31, 2025, total cash costs1 were $1,730/oz, compared to $1,180/oz in the comparative period. The increase in total cash costs1 was primarily driven by 15% lower gold sales volumes in Q1 2025, which had the effect of increasing fixed costs on a per ounce basis. During Q1 2024, low grade stockpiled ore was processed that had no accounting book value and, as such, had no mining cost attributed to it, which resulted in lower total cash costs1 in the comparative quarter.

Relative to Q4 2024, total cash costs1 were higher in Q1 2025, increasing by 21% from $1,426/oz to $1,730/oz. During Q4 2024, a portion of the mill feed included low grade stockpiled ore that had no accounting book value and, as such, had no mining cost attributed to it, which resulted in lower total cash costs1. During Q1 2025, the mill feed was primarily sourced from mined ore at Abore and Esaase. Royalties were also higher in Q1 2025 due to higher realized gold prices.

AISC1

For the three months ended March 31, 2025, AlSC1 was $2,501/oz, compared to $1,793/oz in the comparative period. The increase in AlSC1 was mainly due to the increase in total cash costs1 as described above and 15% fewer gold ounces sold.

Relative to Q4 2024, AISC1 decreased by 5% during the current quarter due to higher gold sales volumes in Q1 2025.


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

EXPLORATION ACTIVITIES

The Company holds a district-scale land package of 476km2 on the highly prospective and underexplored Asankrangwa Gold Belt. The following exploration programs were undertaken at the AGM during Q1 2025 to evaluate the current and potential expanded mineralization of several deposits, and to assess the broader potential of these deposits. Additionally, work was undertaken to identify greenfield exploration targets across the wider regional AGM tenements.

Abore

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

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

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

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

Akoma

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

Sky Gold B

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

Greenfield Targets

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

Exploration Cost

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

ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE

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

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

Health & Safety

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

Social Performance

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

Environmental Performance

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

MACROECONOMIC FACTORS

Gold Price

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

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

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

Ghana Economy

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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

REVIEW OF CONSOLIDATED FIRST QUARTER FINANCIAL RESULTS

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

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

GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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

Revenue

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

Production costs

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

Depreciation and depletion

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

Royalties

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

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

General and administrative ("G&A") expenses

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

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

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

Finance expense

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

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

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

FINANCIAL CONDITION

    March 31, 2025      December 31, 2024      
(in thousands of US dollars)   $     $      
Cash and cash equivalents   106,381     105,775     Other current assets increased primarily due to having two quarters of VAT receivable outstanding at March 31, 2025, compared to only one quarter outstanding at December 31, 2024.
Other current assets   65,950     59,810    
Non-current assets   354,875     334,768     Non-current assets increased due to capitalized stripping costs at the Abore, Esaase and Nkran deposits.
Total assets   527,206     500,353      
Current liabilities   143,044     110,815     Current liabilities increased due to gold hedge liabilities and higher mining contractor payables. Non-current liabilities increased due to gold hedge liabilities and recognition of a mining services lease for the Nkran deposit.
Non-current liabilities   164,640     141,769    
Total liabilities   307,684     252,584     Decrease in shareholders' equity driven by net loss for Q1 2025.
Common shareholders' equity   217,795     243,456    
Non-controlling interest   1,727     4,313    
Total liabilities and equity   527,206     500,353      

LIQUIDITY AND CAPITAL RESOURCES

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

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

Working capital

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024


    March 31, 2025     December 31, 2024  
(in thousands of US dollars)   $     $  
Cash and cash equivalents   106,381     105,775  
Accounts receivable   442     104  
Inventories   41,934     42,830  
Value added tax receivables   14,799     8,328  
Prepaid expense and other   8,775     8,548  
Accounts payable and accrued liabilities   (94,339 )   (64,348 )
Lease liabilities - current   (17,821 )   (15,937 )
Deferred consideration   (23,889 )   (23,535 )
Total net working capital   36,282     61,765  

Cash flows

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

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

Cash flows from operating activities

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

Cash used in investing activities

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

Cash used in financing activities

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

Commitments and contractual obligations

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

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

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

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

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

Contingencies

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

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

Off-balance sheet arrangements

The Company has no off‐balance sheet arrangements.

Gold price hedging

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

SUMMARY OF QUARTERLY FINANCIAL RESULTS

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

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

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

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

On March 4, 2024, the Company completed the acquisition of Gold Fields Limited's 45% equity interest in the AGM and as of this date commenced consolidating the financial results of the AGM. The increase in the Company's revenue, income from mine operations, income from operations, cash provided by operating activities and EBITDA1 since Q1 2024 were due to consolidating the AGM's financial results and cash flows.

The decrease in EBITDA1 in Q4 2024 was due to the Company terminating a gold sales offtake agreement and paying a $13.1 million termination fee.

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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 months ended March 31, 2025 and 2024.

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

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

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

AISC per gold ounce sold

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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

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

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

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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

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

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

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

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

Free Cash Flow

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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

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

EBITDA and Adjusted EBITDA

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024


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

Adjusted net income (loss)

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024


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

OUTSTANDING SHARE DATA

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

RELATED PARTY TRANSACTIONS

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Estimates and judgements

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

Changes in accounting policies including initial adoption

Accounting standards adopted during the period

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

Accounting standards and amendments issued but not yet adopted

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

IFRS 18

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

IFRS 7 and 9

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

RISKS AND UNCERTAINTIES

Financial instruments and risk

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

Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, prospects and share price of the Company. If any of the risks actually occur, the business of the Company may be harmed, and its financial condition and results of operations may suffer significantly.

Financial instruments

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

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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

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

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

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

INTERNAL CONTROL

Internal control over financial reporting ("ICFR")

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

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

Limitations of controls and procedures

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


GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

QUALIFIED PERSONS

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

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

CAUTIONARY STATEMENTS

Cautionary statement on forward-looking information

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

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

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

GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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

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

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

GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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

GALIANO GOLD INC.

Management's Discussion and Analysis

For the three months ended March 31, 2025 and 2024

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

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

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

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

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

Cautionary note for United States investors

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