EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Galiano Gold Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

 

Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

 

TABLE OF CONTENTS

Condensed Consolidated Interim Statements of Financial Position 2
   
Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss) 3
   
Condensed Consolidated Interim Statements of Changes in Equity 4
   
Condensed Consolidated Interim Statements of Cash Flow 5
   
Notes to the Condensed Consolidated Interim Financial Statements 6 - 34


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
AS AT JUNE 30, 2025 AND DECEMBER 31, 2024
(In thousands of United States dollars )
      June 30, 2025     December 31, 2024  
  Note   $     $  
Assets              
Current assets              
Cash and cash equivalents 5   114,681     105,775  
Accounts receivable     58     104  
Inventories 6   44,153     42,830  
Value added tax receivables     11,610     8,328  
Prepaid expenses and other 7   17,957     8,548  
      188,459     165,585  
Non-current assets              
Reclamation deposits     5,289     5,339  
Mineral properties, plant and equipment 8   366,389     329,429  
      371,678     334,768  
Total assets     560,137     500,353  
               
Liabilities              
Current liabilities              
Accounts payable and accrued liabilities 9   105,740     64,348  
Lease liabilities 10   17,600     15,937  
Deferred consideration 12   24,252     23,535  
Provisions     6,995     6,995  
      154,587     110,815  
Non-current liabilities              
Lease liabilities 10   26,988     22,935  
Deferred and contingent consideration 12   50,869     47,835  
Asset retirement provisions 11   71,976     66,060  
Other non-current liabilities     13,224     4,939  
      163,057     141,769  
Total liabilities     317,644     252,584  
               
Equity              
Common shareholders' equity              
Share capital 13   617,546     616,203  
Equity reserves     54,167     52,948  
Accumulated deficit     (433,175 )   (425,695 )
Total common shareholders ' equity     238,538     243,456  
Non-controlling interest 15   3,955     4,313  
Total equity     242,493     247,769  
               
Total liabilities and equity     560,137     500,353  
               
Commitments and contingencies 21            

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

Approved on behalf of the Board of Directors:

     "Matt Badylak"           "Greg Martin"     
Director Director


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(In thousands of United States dollars, except share and per share amounts)
      Three months ended     Six months ended  
      June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
  Note   $     $     $     $  
                           
Revenue     97,304     63,963     173,894     95,658  
                           
Cost of sales:                          
Production costs 16   (39,303 )   (31,689 )   (81,545 )   (52,455 )
Depreciation and depletion 8   (13,054 )   (4,833 )   (27,447 )   (7,660 )
Royalties 17   (7,785 )   (3,860 )   (12,380 )   (5,765 )
Total cost of sales     (60,142 )   (40,382 )   (121,372 )   (65,880 )
                           
Income from mine operations     37,162     23,581     52,522     29,778  
                           
General and administrative expenses 18   (4,964 )   (6,632 )   (10,064 )   (14,325 )
Exploration and evaluation expenditures     (910 )   (2,040 )   (2,381 )   (2,649 )
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     -     118     -     1,416  
Income from operations and joint venture     31,288     15,027     40,077     17,628  
                           
Transaction costs 4   -     (102 )   -     (2,401 )
Finance income     1,924     1,434     3,050     3,940  
Finance expense 19   (17,138 )   (8,259 )   (56,249 )   (13,984 )
Foreign exchange gain (loss)     5,480     (820 )   5,284     (1,111 )
Net income (loss) and comprehensive income (loss) for the period     21,554     7,280     (7,838 )   4,072  
                           
Net income (loss) attributable to:                          
Common shareholders of the Company     19,326     7,280     (7,480 )   4,072  
Non-controlling interest 15   2,228     -     (358 )   -  
Net income (loss) for the period     21,554     7,280     (7,838 )   4,072  
                           
Weighted average number of shares outstanding:                          
Basic 20   257,734,700     254,974,179     257,454,965     244,242,466  
Diluted 20   264,423,547     261,481,062     257,454,965     249,286,037  
                           
Net income (loss) per share attributable to common shareholders:                          
Basic     0.07     0.03     (0.03 )   0.02  
Diluted     0.07     0.03     (0.03 )   0.02  

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


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(In thousands of Uni ted States dollars, except for number of common shares)

                              Non-        
      Number of           Equity     Accumulated     controlling        
      shares     Share capital     reserves     deficit     interest     Total equity  
  Note         $     $     $     $     $  
Balance as at December 31, 2023     224,972,786     579,619     53,112     (431,813 )   -     200,918  
Issuance of common shares:                                      
Business combination, net of share issuance costs 4   28,500,000     32,449     -     -     1,890     34,339  
Exercise of stock options 14(a)   3,263,994     3,759     (1,179 )   -     -     2,580  
Share-based compensation expense 14(e)   -     -     579     -     -     579  
Net income and comprehensive income for the period     -     -     -     4,072     -     4,072  
Balance as at June 30, 2024     256,736,780     615,827     52,512     (427,741 )   1,890     242,488  
                                       
Balance as at December 31, 2024     257,077,946     616,203     52,948     (425,695 )   4,313     247,769  
Issuance of common shares:                                      
Exercise of stock options 14(a)   1,225,500     1,246     (389 )   -     -     857  
Equity-settled long-term incentive plan awards 14(b)   77,996     97     -     -     -     97  
Share-based compensation expense 14(e)   -     -     1,608     -     -     1,608  
Net loss and comprehensive loss for the period     -     -     -     (7,480 )   (358 )   (7,838 )
Balance as at June 30, 2025     258,381,442     617,546     54,167     (433,175 )   3,955     242,493  

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


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(In thousands of United States dollars)
      Three months ended     Six months ended  
      June 30, 2025      June 30, 2024     June 30, 2025      June 30, 2024  
  Note   $     $     $     $  
Operating activities:                          
Net income (loss) for the period     21,554     7,280     (7,838 )   4,072  
Adjustments for:                          
Depreciation and depletion 8, 18   13,083     4,867     27,508     7,728  
Share-based compensation 14(e)   957     2,996     2,093     8,124  
Share of net income related to joint venture     -     -     -     (2,432 )
Gain on derecognition of equity investment in joint venture     -     (118 )   -     (1,416 )
Transaction costs 4   -     102     -     2,401  
Finance income     (1,924 )   (1,434 )   (3,050 )   (3,940 )
Finance expense 19   6,436     8,253     40,647     13,978  
Unrealized foreign exchange (gain) loss     (2,836 )   200     (2,520 )   122  
Operating cash flow before working capital changes     37,270     22,146     56,840     28,637  
Change in working capital 22   (1,456 )   (17,683 )   4,866     (11,146 )
Cash provided by operating activities     35,814     4,463     61,706     17,491  
                           
Investing activities:                          
Expenditures on mineral properties, plant and equipment 8   (25,972 )   (12,278 )   (48,076 )   (19,581 )
Net cash and cash equivalents assumed on acquisition     -     -     -     47,502  
Transaction costs paid 4   -     (102 )   -     (2,401 )
Redemption of preferred shares in joint venture     -     -     -     25,000  
Interest received     920     1,433     1,884     2,281  
Purchase of other assets     -     -     (473 )   -  
Cash (used in) provided by investing activities     (25,052 )   (10,947 )   (46,665 )   52,801  
                           
Financing activities:                          
Lease liability payments 10   (5,118 )   (3,249 )   (8,722 )   (4,327 )
Shares issued for cash on exercise of stock options 14(a )   619     2,399     857     2,580  
Share issuance costs     -     -     -     (40 )
Cash used in financing activities     (4,499 )   (850 )   (7,865 )   (1,787 )
                           
Impact of foreign exchange on cash and cash equivalents     2,037     (431 )   1,730     (736 )
                           
Net increase (decrease) in cash and cash equivalents     8,300     (7,765 )   8,906     67,769  
Cash and cash equivalents, beginning of period     106,381     130,804     105,775     55,270  
Cash and cash equivalents, end of period     114,681     123,039     114,681     123,039  
                           
Supplemental cash flow information 22                        

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


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

1. Nature of operations

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

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

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

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

2. Basis of presentation

(a) Statement of compliance

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

These condensed consolidated interim financial statements were authorized for issue and approved by the Board of Directors on August 13, 2025.

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

(b) Basis of presentation and consolidation

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

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

These condensed consolidated interim financial statements incorporate the financial information of the Company and its subsidiaries as at June 30, 2025. Subsidiaries are entities controlled by the Company. Control exists when the Company has power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.


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

2. Basis of presentation (continued)

(b) Basis of presentation and consolidation (continued)

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

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

The principal subsidiaries to which the Company is a party, as well as their geographic locations, were as follows as at June 30, 2025:

Affiliate name Location Interest Classification and accounting
method
Galiano Gold South Africa (PTY) Ltd. South Africa 100% Consolidated
Galiano International (Isle of Man) Ltd. Isle of Man 100% Consolidated
Galiano Gold (Isle of Man) Ltd. Isle of Man 100% Consolidated
Galiano Gold Exploration Mali SARL Mali 100% Consolidated
Galiano Gold Exploration Ghana Ltd. Ghana 100% Consolidated
BUK West Africa Limited United Kingdom 100% Consolidated
Asanko Gold Ghana Ltd.1 Ghana 90% Consolidated
Adansi Gold Company (GH) Ltd. 1 Ghana 100% Consolidated
Shika Group Finance Limited1 Isle of Man 100% Consolidated
Galiano Gold Netherlands B.V. Netherlands 100% Consolidated

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

(c) Accounting standards adopted during the period

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


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

2. Basis of presentation (continued)

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

The following standards and interpretations, which may be applicable to the Company, have been issued but are not yet effective as of June 30, 2025:

IFRS 18

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

IFRS 7 and 9

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

3. Significant accounting judgements and estimates

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

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


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

4. Acquisition of control of the AGM

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

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

The total consideration payable to Gold Fields comprised the following:

  • $65.0 million in cash on closing;

  • issuance of 28.5 million common shares of the Company on closing;

  • $55.0 million of deferred consideration comprised of a:

    • $25.0 million cash payment on or before December 31, 2025; and

    • $30.0 million cash payment on or before December 31, 2026 (collectively "Deferred Consideration")

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

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

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

During the three and six months ended June 30, 2024, the Company incurred $0.1 million and $2.4 million, respectively, of acquisition-related costs, which were presented as transaction costs in the Statements of Operations and Comprehensive Income (Loss).

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


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

4. Acquisition of control of the AGM (continued)

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

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

5. Cash and cash equivalents

    June 30, 2025      December 31, 2024  
    $     $  
Cash held in banks   63,304     23,454  
Short-term investments   51,377     82,321  
Cash and cash equivalents   114,681     105,775  

6. Inventories


    June 30, 2025      December 31, 2024  
    $     $  
Gold dore on hand   1,890     10,216  
Gold-in-process   2,623     2,229  
Ore stockpiles   23,293     12,117  
Supplies   16,347     18,268  
Total inventories   44,153     42,830  


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

7. Prepaid expenses and other

    June 30, 2025      December 31, 2024  
    $     $  
Prepaid expenses   9,091     7,039  
Marketable securities   3,077     1,509  
Prepaid income taxes (1)   5,789     -  
Total prepaid expenses and other   17,957     8,548  

(1) During the six months ended June 30, 2025, the Company made an income tax installment payment in Ghana for a portion of estimated annual income taxes payable.

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

          Exploration     Plant,                          
          and     buildings           Assets              
    Mineral     evaluation     and     Right-of-     under     Corporate        
    interests     assets     equipment     use asset      construction     assets     Total  
    $     $     $     $     $     $     $  
Cost                                          
As at December 31, 2023   -     -     -     623     -     496     1,119  
Acquired under the Acquisition (note 4)   12,421     3,964     180,817     19,176     28,206     -     244,584  
Additions   67,060     -     -     27,816     5,658     19     100,553  
Change in asset retirement provisions (note 11)   10,628     -     -     -     -     -     10,628  
Transfers   17,895     -     14,185     -     (32,080 )   -     -  
As at December 31, 2024   108,004     3,964     195,002     47,615     1,784     515     356,884  
Additions   45,207     -     528     11,157     5,803     21     62,716  
Change in asset retirement provisions (note 11)   4,585     -     -     -     -     -     4,585  
Transfers   -     -     980     -     (980 )   -     -  
As at June 30, 2025   157,796     3,964     196,510     58,772     6,607     536     424,185  
                                           
Accumulated depreciation and depletion                                          
As at December 31, 2023   -     -     -     (450 )   -     (444 )   (894 )
Depreciation and depletion expense   (9,970 )   -     (5,672 )   (10,889 )   -     (30 )   (26,561 )
As at December 31, 2024   (9,970 )   -     (5,672 )   (11,339 )   -     (474 )   (27,455 )
Depreciation and depletion expense   (18,247 )   -     (4,198 )   (7,884 )   -     (12 )   (30,341 )
As at June 30, 2025   (28,217 )   -     (9,870 )   (19,223 )   -     (486 )   (57,796 )
                                           
Net book value:                                          
As at December 31, 2024   98,034     3,964     189,330     36,276     1,784     41     329,429  
As at June 30, 2025   129,579     3,964     186,640     39,549     6,607     50     366,389  


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

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

During the three and six months ended June 30, 2025, additions to mineral interests included capitalized stripping costs at the Abore and Esaase deposits of $15.1 million and $27.0 million, respectively (three and six months ended June 30, 2024 - $2.7 million of capitalized stripping costs at Abore).

During the three and six months ended June 30, 2025, depreciation and depletion expense recognized in the Statements of Operations and Comprehensive Income (Loss) included a credit of $1.5 million and $2.8 million to depreciation expense, respectively, which was capitalized to inventories (three and six months ended June 30, 2024 - credit of $1.8 million and $0.4 million to deprecation expense, respectively, which was capitalized to inventories).

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

9. Accounts payable and accrued liabilities

    June 30, 2025      December 31, 2024  
    $     $  
Supplier payables   21,871     10,570  
Accrued liabilities   31,030     24,366  
Royalties , mineral rights fees and withholding taxes   13,431     13,189  
Current portion of long-term incentive plan liabilities (note 14)   6,565     6,939  
Current portion of gold hedge liabilities (note 21)   32,843     9,284  
Total accounts payable and accrued liabilities   105,740     64,348  

10. Lease liabilities

    June 30, 2025      December 31, 2024  
    $     $  
Balance, beginning of period   38,872     203  
Leases assumed in Acquisition   -     19,176  
Leases entered into during the period (note 8)   11,157     27,816  
Lease payments   (8,722 )   (13,400 )
Interest expense (note 19)   3,281     5,077  
Total lease liabilities, end of period   44,588     38,872  
             
Less : current portion of leas e liabilities   (17,600 )   (15,937 )
Non-current portion of lease liabilities   26,988     22,935  

During the three and six months ended June 30, 2025, the Company incurred $30.2 million and $55.4 million, respectively, relating to variable lease payments under mining services contracts and other mining related contracts which have not been included in the measurement of lease liabilities (three and six months ended June 30, 2024 - $17.2 million and $22.4 million, respectively).


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

11. Asset retirement provisions

    June 30, 2025      December 31, 2024  
    $     $  
Balance, beginning of period   66,060     -  
Assumed in Acquisition   -     53,537  
Change in estimate, post-acquisition   -     8,360  
Accretion expense (note 19)   1,410     2,246  
Change in estimate (note 8)   4,585     2,268  
Reclamation undertaken during the period   (79 )   (351 )
Total asset retirement provisions, end of period   71,976     66,060  

The asset retirement provisions consist of reclamation and closure costs for the AGM's mining properties. Reclamation and closure activities include land rehabilitation, dismantling of buildings and mine facilities, ongoing care and maintenance and other costs. As at June 30, 2025, the Company's reclamation cost estimates were discounted using a long‐term risk‐free discount rate of 4.1% (December 31, 2024 - 4.5%).

12. Deferred and contingent consideration

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

    June 30, 2025      December 31, 2024  
    $     $  
Deferred Consideration   51,636     50,109  
Contingent Consideration   18,055     16,873  
Nkran Royalty   5,430     4,388  
Total deferred and contingent consideration   75,121     71,370  
Less : current portion of Deferred Consideration   (24,252 )   (23,535 )
Non-current portion of deferred and contingent consideration   50,869     47,835  

(a) Deferred Consideration

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


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

12. Deferred and contingent consideration (continued)

(a) Deferred Consideration (continued)

During the three and six months ended June 30, 2025, the Company recognized accretion expense of $0.8 million and $1.5 million, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and six months ended June 30, 2024 - $0.7 million and $1.0 million, respectively). The $25.0 million payment due to Gold Fields on or before December 31, 2025 has been presented as a current liability in the Statement of Financial Position.

The following table summarizes the change in the carrying amount of the Deferred Consideration for the six months ended June 30, 2025 and year ended December 31, 2024:

    June 30, 2025      December 31, 2024  
    $     $  
Balance, beginning of period   50,109     -  
Initial recognition at fair value   -     47,628  
Accretion expense (note 19)   1,527     2,481  
Balance, end of period   51,636     50,109  

(b) Contingent Consideration

$30.0 million of the aggregate consideration payable to Gold Fields is contingent upon 100,000 gold ounces being produced from the Nkran deposit. In accordance with IFRS 3 and IFRS 9, contingent consideration payable by an acquirer in a business combination shall be subsequently measured at fair value through profit or loss. The Company remeasured the fair value of the Contingent Consideration to $18.1 million as of June 30, 2025, and recognized a $0.6 million and $1.2 million fair value adjustment for the three and six months ended June 30, 2025, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and six months ended June 30, 2024 - fair value adjustment of $0.4 million and $0.9 million recognized in finance expense, respectively).

In determining the fair value at June 30, 2025, the Company applied the same fair value methodology and assumptions as the December 31, 2024 valuation. The Contingent Consideration falls within level 3 of the fair value hierarchy.

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

    June 30, 2025      December 31, 2024  
    $     $  
Balance, beginning of period   16,873     -  
Initial recognition at fair value   -     13,337  
Change in fair value during the period   1,182     3,536  
Balance, end of period   18,055     16,873  

 


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

12. Deferred and contingent consideration (continued)

(c) Nkran Royalty

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

The Company estimated the fair value of the Nkran Royalty by discounting forecast future cash flows at a discount rate of 14.5%. The gold price assumption applied in estimating future royalty payments as of June 30, 2025 was based on a long-term consensus gold price of $2,400 per ounce. The Company remeasured the fair value of the Nkran Royalty to $5.4 million as of June 30, 2025, and recognized a $0.7 million and  $1.0 million fair value adjustment for the three and six months ended June 30, 2025, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and six months ended June 30, 2024 - fair value adjustment of $0.2 million and $0.3 million, respectively, recognized in finance expense). The Nkran Royalty falls within level 3 of the fair value hierarchy.

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

    June 30, 2025      December 31, 2024  
    $     $  
Balance, beginning of period   4,388     -  
Initial recognition at fair value   -     3,030  
Change in fair value during the period   1,042     1,358  
Balance, end of period   5,430     4,388  

13. Share capital

(a) Authorized:

Unlimited common shares without par value or restrictions.

(b) Issued and outstanding common shares

    Number of shares     Amount  
    $     $  
Balance, January 1, 2024   224,972,786     579,619  
Issued on closing of Acquisition (note 4), net of issuance costs   28,500,000     32,449  
Issued pursuant to exercise of stock options (note 14(a))   3,605,160     4,135  
Balance, December 31, 2024   257,077,946     616,203  
Issued pursuant to exercise of stock options (note 14(a))   1,225,500     1,246  
Equity-settled restricted s hare units (note 14(b))   77,996     97  
Balance, June 30, 2025   258,381,442     617,546  


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

13. Share capital (continued)

(c) Base shelf prospectus

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

14. Equity reserves and long-term incentive plan awards

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

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

RSUs, PSUs and DSUs granted prior to 2025 may be settled in cash or equity at the discretion of the Board.  Given the Company's past practice of settling in cash, these awards have been designated as cash-settled awards at the time of grant, and therefore represent financial liabilities, which are recorded at fair value at each reporting date and adjusted for the completed proportion of the vesting period, with any changes recorded as shared-based compensation expense in the Statements of Operations and Comprehensive Income (Loss). The financial liability associated with these cash-settled awards is recorded in accounts payable and accrued liabilities for amounts expected to be settled within one year, and a separate long-term incentive plan liability for amounts to be settled in excess of one year, as of the balance sheet date.

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


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

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

(a) Stock options

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

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

          Weighted average  
          exercise price  
    Number of Options     C$  
Balance, January 1, 2024   12,575,335     0.97  
Granted   3,534,000     1.31  
Exercised   (3,605,160 )   1.08  
Expired/Forfeited   (1,454,336 )   0.98  
Balance, December 31, 2024   11,049,839     1.04  
Granted   2,478,000     1.81  
Exercised   (1,225,500 )   0.97  
Forfeited   (682,668 )   1.06  
Balance, June 30, 2025   11,619,671     1.21  

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

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

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

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
    $     $     $     $  
Share-based compensation expense   173     191     458     579  
Gross proceeds from s tock option exercises   619     2,399     857     2,580  


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

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

(b) Restricted share units

RSUs granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. The following table is a reconciliation of the movement in the number of RSUs outstanding for the six months ended June 30, 2025 and year ended December 31, 2024:

    Number of RSUs  
    June 30, 2025      December 31, 2024  
Balance, beginning of period   548,284     564,237  
Assumed in Acquisition   -     75,760  
Granted   210,000     270,000  
Settled in cash   (166,701 )   (302,046 )
Settled in common shares   (77,996 )   -  
Forfeited   (49,267 )   (59,667 )
Balance, end of period   464,320     548,284  

For all RSUs granted during the six months ended June 30, 2025, the awards vest in three equal tranches over a service period of three years, had an estimated forfeiture rate of 8.8% and a fair value per award of C$1.76 (six months ended June 30, 2024 - awards granted vest over a service period of three years and had an estimated forfeiture rate of 23.9%). RSU awards granted in 2025 have been classified as equity-settled awards, and therefore the fair value determined on the grant date will be amortized over the vesting period of three years.

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

    June 30, 2025      December 31, 2024  
    $     $  
Balance, beginning of period   380     265  
Assumed in Acquisition   -     30  
Awards vested and change in fair value, net of forfeited awards   109     494  
Settled in cash   (200 )   (409 )
Equity-settled units transferred to s hare capital   (97 )   -  
Total RSU liability, end of period   192     380  
Less : current portion of RSU liability   (164 )   (281 )
Non-current RSU liability, end of period   28     99  


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

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

(c) Performance share units

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

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

The following table is a reconciliation of the movement in the number of PSUs outstanding for the six months ended June 30, 2025 and year ended December 31, 2024:

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

For all PSUs granted during the six months ended June 30, 2025, the awards cliff vest after a service period of three years, had an estimated forfeiture rate of 7.0% and a fair value per award of C$1.76 (six months ended June 30, 2024 - awards cliff vest over a service period of three years and had an estimated forfeiture rate of 20.8%). PSU awards granted in 2025 have been classified as equity-settled awards, and therefore the fair value determined on the grant date will be amortized over the vesting period of three years.

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

    June 30, 2025      December 31, 2024  
    $     $  
Balance, beginning of period   927     1,497  
Awards vested and change in fair value, net of forfeited awards   314     1,909  
Settled in cash   (719 )   (2,479 )
Total PSU liability, end of period   522     927  
Less: current portion of PSU liability   (263 )   (560 )
Non-current PSU liability, end of period   259     367  


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

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

(d) Deferred share units

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

The following table is a reconciliation of the movement in the number of DSUs outstanding for the six months ended June 30, 2025 and year ended December 31, 2024:

    Number of DSUs  
    June 30, 2025      December 31, 2024  
Balance, beginning of period   4,830,900     5,068,275  
Granted   962,900     1,045,200  
Settled in cash   -     (1,194,975 )
Forfeited   -     (87,600 )
Balance, end of period   5,793,800     4,830,900  

For all DSUs granted during the six months ended June 30, 2025 and 2024, the awards vest quarterly over a service period of one year and had an estimated weighted‐average forfeiture rate of 0.0%. All DSUs granted during the six months ended June 30, 2025 had a fair value per award of C$1.76. DSU awards granted in 2025 have been classified as equity-settled awards, and therefore the fair value determined on the grant date will be amortized over the vesting period of one year. During the three and six months ended June 30, 2025, the Company recognized $0.4 million and $1.1 million of share-based compensation expense, respectively, related to equity-settled DSU awards (three and six months ended June 30, 2024 - nil for both periods).

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

    June 30, 2025      December 31, 2024  
    $     $  
Balance, beginning of period   6,098     4,695  
Awards vested and change in fair value, net of forfeited awards   62     3,343  
Effect of foreign exchange on DSU liability   (22 )   -  
Settled in cash   -     (1,940 )
DSU liability, end of period   6,138     6,098  

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


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

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

(e) Share-based compensation expense

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

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
    $     $     $     $  
Equity-settled awards :                        
Stock options   173     191     458     579  
Share units   528     -     1,150     -  
Share-bas ed compensation expense, equity-settled awards   701     191     1,608     579  
Share-based compensation expense, cash-settled awards   256     2,805     485     7,545  
Total share-based compensation expense (note 18)   957     2,996     2,093     8,124  

15. Non-controlling interest ("NCI")

    June 30, 2025     December 31, 2024  
    $     $  
Balance, beginning of period   4,313     -  
NCI assumed in Acquisition   -     1,890  
Net (loss) earnings attributable to NCI   (358 )   2,423  
Balance, end of period   3,955     4,313  

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


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

16. Production costs

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

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
       $     $     $     $  
Raw materials and consumables   (11,482 )   (13,650 )   (24,355 )   (18,216 )
Salaries and employee benefits   (6,694 )   (5,778 )   (12,318 )   (7,842 )
Contractors   (16,658 )   (12,599 )   (34,045 )   (15,410 )
Change in ore stockpiles, gold-in-process and gold dore inventories   1,477     4,177     411     (6,934 )
Insurance, government fees, permits and other   (5,946 )   (3,839 )   (11,238 )   (4,053 )
Total production costs   (39,303 )   (31,689 )   (81,545 )   (52,455 )

17. Royalties

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

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

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
    $     $     $     $  
Wages, benefits and consulting   (2,424 )   (2,266 )   (4,782 )   (3,911 )
Office, rent and administration   (385 )   (542 )   (736 )   (841 )
Professional and legal   (395 )   (334 )   (841 )   (649 )
Share-based compensation   (957 )   (2,996 )   (2,093 )   (8,124 )
Travel, marketing, investor relations and regulatory   (435 )   (460 )   (830 )   (732 )
Withholding taxes   (339 )   -     (721 )   -  
Depreciation   (29 )   (34 )   (61 )   (68 )
Total G&A expense   (4,964 )   (6,632 )   (10,064 )   (14,325 )


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

19. Finance expense

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
    $     $     $     $  
Unrealized losses on gold hedging instruments (note 23(b))   (1,807 )   (1,541 )   (32,023 )   (5,619 )
Realized losses on gold hedging instruments (note 23(b))   (10,702 )   (2,945 )   (15,602 )   (3,114 )
Interest on lease liabilities (note 10)   (1,718 )   (1,434 )   (3,281 )   (1,855 )
Accretion expense on asset retirement provisions (note 11)   (723 )   (680 )   (1,410 )   (901 )
Accretion expense on deferred consideration (note 12(a))   (773 )   (728 )   (1,527 )   (974 )
Change in fair value of contingent consideration (notes 12(b) and (c))   (1,332 )   (650 )   (2,224 )   (1,199 )
Other   (83 )   (281 )   (182 )   (322 )
Total finance expense   (17,138 )   (8,259 )   (56,249 )   (13,984 )

20. Income (loss) per share

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

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
Net income (loss) attributable to common shareholders   19,326     7,280     (7,480 )   4,072  
                         
Number of shares                        
Weighted average number of ordinary shares - basic   257,734,700     254,974,179     257,454,965     244,242,466  
Effect of dilutive equity-settled share units   2,539,636     -     -     -  
Effect of dilutive stock options   4,149,211     6,506,883     -     5,043,571  
Weighted average number of ordinary shares - diluted   264,423,547     261,481,062     257,454,965     249,286,037  

For the three months ended June 30, 2025, excluded from the calculation of diluted weighted average shares were 2,952,000 stock options that were determined to be anti-dilutive. For the six months ended June 30, 2025, the effect of all potentially dilutive securities was anti‐dilutive given that the Company reported a net loss in the period.

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


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

21. Commitments and contingencies

Commitments

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

                Over     June 30,     December 31,  
    Within 1 year     1 - 5 years     5 years     2025     2024  
Accounts payable and accrued liabilities   66,332     -     -     66,332     48,125  
ZCC gold hedges   32,843     12,937     -     45,780     13,758  
Long-term incentive plan (cash-settled awards)   6,565     287     -     6,852     7,405  
Mining and other services contracts   23,455     47,627     5,122     76,204     44,590  
Asset retirement provisions (undiscounted)   -     10,431     68,440     78,871     75,770  
Deferred and contingent consideration (undiscounted)   25,000     66,580     4,278     95,858     94,237  
Corporate office lease   118     485     21     624     83  
Total commitments   154,313     138,347     77,861     370,521     283,968  

The zero cost collar ("ZCC") gold hedges commitment represents the mark‐to‐market fair value of the AGM's current gold hedging program. The settlement amount of these hedges, if any, will be dependent on the price of gold at the settlement date. The portion of the ZCC gold hedge liability that is expected to be settled in greater than one year from the balance sheet date has been presented within other non‐current liabilities in the Statement of Financial Position. The Company does not apply hedge accounting to the ZCC gold hedges. The ZCC gold hedges are for 5,000 gold ounces per month for the remainder of 2025 and all of 2026. The remaining 2025 ZCC gold hedges have a put strike of $2,000/oz and call strikes ranging between $2,598/oz to $2,645/oz, while the 2026 ZCC gold hedges have a put strike of $2,300/oz and call strikes ranging between $2,962/oz to $3,162/oz.

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

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

The timing of contingent payments to Gold Fields, totaling $40.9 million, is based upon management's best estimate of when payments would be required to be made based upon the current life of mine plan.

Contingencies

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


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

22. Supplemental cash flow information

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

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
    $     $     $     $  
Change in asset retirement provisions included in MPP&E   960     (8,039 )   4,585     8,344  
Capitalized leases included in MPP&E   -     21,765     11,157     27,816  

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

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
    $     $     $     $  
Accounts receivable   385     (3,242 )   56     (7,905 )
Inventories   (585 )   (4,498 )   1,576     8,190  
Value added tax receivables   7,037     (2,229 )   185     (3,784 )
Prepaid expenses and deposits   (8,234 )   725     (7,841 )   385  
Accounts payable and accrued liabilities   (59 )   (8,439 )   10,890     (8,032 )
Change in working capital   (1,456 )   (17,683 )   4,866     (11,146 )


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

23. Financial instruments

(a) Financial assets and liabilities by categories

    Fair value through                    
    profit or loss     Amortized cost     Carrying value     Fair value  
As at June 30, 2025   $     $     $     $  
Financial assets:                        
Cash and cash equivalents   -     114,681     114,681     114,681  
Accounts receivable   -     58     58     58  
Marketable securities (1)   3,077     -     3,077     3,077  
Total financial assets   3,077     114,739     117,816     117,816  
                         
Financial liabilities:                        
Accounts payable and accrued liabilities (2)   39,408     66,332     105,740     105,740  
Lease liabilities   -     44,588     44,588     44,588  
Deferred consideration   -     51,636     51,636     51,636  
Contingent consideration   18,055     -     18,055     18,055  
Nkran royalty   5,430     -     5,430     5,430  
Other non-current liabilities (2)   13,224     -     13,224     13,224  
Total financial liabilities   76,117     162,556     238,673     238,673  

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

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


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

23.  Financial instruments (continued)

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

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

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

(b) Derivative instruments

The Company's derivatives are comprised of ZCC gold hedging instruments. The losses on derivatives for the three and six months ended June 30, 2025 and 2024 were comprised of the following:

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
    $     $     $     $  
Realized loss on ZCC gold hedges   10,702     2,945     15,602     3,114  
Unrealized loss on ZCC gold hedges   1,807     1,541     32,023     5,619  

(c) Fair value hierarchy

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

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

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

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


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

23. Financial instruments (continued)

(c) Fair value hierarchy (continued)

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

There were no transfers between the fair value levels during the six months ended June 30, 2025 or 2024.

Refer to note 12 for a discussion on the valuation techniques applied to the Contingent Consideration and Nkran Royalty. Long-term incentive plan liabilities are valued based on the number of outstanding vested awards multiplied by the Company's share price as of the reporting date. ZCC gold hedging instruments and marketable securities are valued using observable market prices.

(d) Financial instrument risks

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

Credit risk

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

As at June 30, 2025, the Company had a $11.6 million value added tax receivable due from the Government of Ghana (December 31, 2024 - $8.3 million). The credit risk associated with value added tax receivables is considered to be low, based on historical collection experience. However, should the Government of Ghana not honour its commitments or default on its obligations, the Company may incur losses.

Liquidity risk

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

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


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

23. Financial instruments (continued)

(d) Financial instrument risks (continued)

Liquidity risk (continued)

As at June 30, 2025, the Company continued to maintain its ability to meet its financial obligations as they come due.

Market Risk

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The average interest rate earned by the Company on its cash and cash equivalents during the six months ended June 30, 2025 was 4.2% (six months ended June 30, 2024 - 5.4%). A +/‐1% change in short‐term interest rates during the six months ended June 30, 2025 and 2024 would not have had a material impact on the Company's net income (loss) for the periods.

The Contingent Consideration and Nkran Royalty are financial liabilities measured at fair value through profit or loss with fair value determined by reference to a discounted cash flow model. Changes in interest rates would impact the discount rate applied to forecast future cash flows and accordingly the fair value of these financial liabilities. Any change in interest rates would therefore impact the Company's earnings, but would not impact cash payments required to settle these obligations. The following table highlights the sensitivity of the fair values as of June 30, 2025 related to these financial liabilities for a 1% decrease (increase) in the underlying discount rate.

    Change in fair value  
    1% increase to     1% decrease to  
    discount rate     discount rate  
    $     $  
Contingent consideration   (579 )   604  
Nkran royalty   (251 )   263  

(ii) Foreign currency risk

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

(iii) Price risk

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


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

23. Financial instruments (continued)

(d) Financial instrument risks (continued)

Market risk (continued)

(iii) Price risk (continued)

From time to time, the Company enters into hedging programs to manage its exposure to gold price risk with an objective of margin protection, specifically during periods of forecast elevated capital spend. The Board of Directors continually assess the Company's strategy towards its gold hedging program. The effectiveness of gold hedging programs is directly dependent on the price of gold and can impact the Company's earnings and cash flows, as the Company remeasures hedging instruments to fair value at each reporting date and may incur realized gains or losses at maturity. Refer to note 23(b) for disclosure of realized losses recorded on the Company's gold hedging instruments during the period.

24. Segmented information

Geographic information

As at June 30, 2025, the Company has one reportable segment, being the AGM, and has provided segmented information based on geographic location.

Geographic allocation of total assets and liabilities

    Canada     Ghana     Total  
June 30, 2025   $     $     $  
Current assets   76,145     112,314     188,459  
Mineral properties, plant and equipment   516     365,873     366,389  
Other non-current assets   -     5,289     5,289  
Total assets   76,661     483,476     560,137  
Current liabilities   32,592     121,995     154,587  
Non-current liabilities   51,549     111,508     163,057  
Total liabilities   84,141     233,503     317,644  
                   
    Canada     Ghana     Total  
December 31, 2024   $     $     $  
Current assets   88,190     77,395     165,585  
Mineral properties , plant and equipment   111     329,318     329,429  
Other non-current assets   -     5,339     5,339  
Total assets   88,301     412,052     500,353  
Current liabilities   33,255     77,560     110,815  
Non-current liabilities   48,300     93,469     141,769  
Total liabilities   81,555     171,029     252,584  


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

24. Segmented information (continued)

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

For the three months ended June 30, 2025:

    Canada     Ghana     Total  
    $     $     $  
Revenue   -     97,304     97,304  
Cost of sales:                  
Production costs   -     (39,303 )   (39,303 )
Depreciation and depletion   -     (13,054 )   (13,054 )
Royalties   -     (7,785 )   (7,785 )
Income from mine operations   -     37,162     37,162  
                   
General and administrative expenses   (4,144 )   (820 )   (4,964 )
Exploration and evaluation expenditures   -     (910 )   (910 )
(Loss) income from operations   (4,144 )   35,432     31,288  
Finance income   1,713     211     1,924  
Finance expense   (2,120 )   (15,018 )   (17,138 )
Foreign exchange (loss) gain   (31 )   5,511     5,480  
Net (loss) income and comprehensive (loss) income for the period   (4,582 )   26,136     21,554  


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

24. Segmented information (continued)

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

For the three months ended June 30, 2024:

    Canada     Ghana     Total  
    $     $     $  
Revenue   -     63,963     63,963  
Cost of sales:                  
Production costs   -     (31,689 )   (31,689 )
Depreciation and depletion   -     (4,833 )   (4,833 )
Royalties   -     (3,860 )   (3,860 )
Income from mine operations   -     23,581     23,581  
General and administrative expenses   (5,884 )   (748 )   (6,632 )
Exploration and evaluation expenditures   -     (2,040 )   (2,040 )
Gain on derecognition of equity investment in joint venture   118     -     118  
(Loss) income from operations and joint venture   (5,766 )   20,793     15,027  
Transaction costs   (102 )   -     (102 )
Finance income   1,357     77     1,434  
Finance expense   (1,382 )   (6,877 )   (8,259 )
Foreign exchange loss   (39 )   (781 )   (820 )
Net (loss) income and comprehensive (loss) income for the period   (5,932 )   13,212     7,280  


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

24. Segmented information (continued)

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

For the six months ended June 30, 2025:

    Canada     Ghana     Total  
    $     $     $  
Revenue   -     173,894     173,894  
Cost of sales:                  
Production costs   -     (81,545 )   (81,545 )
Depreciation and depletion   -     (27,447 )   (27,447 )
Royalties   -     (12,380 )   (12,380 )
Income from mine operations   -     52,522     52,522  
General and administrative expenses   (8,555 )   (1,509 )   (10,064 )
Exploration and evaluation expenditures   -     (2,381 )   (2,381 )
(Loss) income from operations   (8,555 )   48,632     40,077  
Finance income   2,744     306     3,050  
Finance expense   (3,761 )   (52,488 )   (56,249 )
Foreign exchange gain   67     5,217     5,284  
Net (loss) income and comprehensive (loss) income for the period   (9,505 )   1,667     (7,838 )


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

24. Segmented information (continued)

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

For the six months ended June 30, 2024:

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