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

FORM 6-K

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

For the month of November 2022

Commission File No. 001-33580

GALIANO GOLD INC.
(Translation of registrant's name into English)

Suite 1640, 1066 West Hastings Street
Vancouver, British Columbia, V6E 3X1, Canada
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F  [   ]  Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)  [   ]


SUBMITTED HEREWITH

Exhibits  
   
99.1 Condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 and 2021
   
99.2 Management's Discussion and Analysis for the three and nine months ended September 30, 2022 and 2021
   
99.3 CEO certification of interim filings
   
99.4 CFO certification of interim filings
   
99.5 News release dated November 9, 2022


SIGNATURE

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

GALIANO GOLD INC.

/s/ Matthew Freeman
________________________________
Matthew Freeman
Chief Financial Officer

Date:  November 9, 2022

 



 

GALIANO GOLD INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

UNAUDITED

For the three and nine months ended September 30, 2022 and 2021

 

TABLE OF CONTENTS

Condensed Consolidated Interim Statements of Financial Position 2
   
Condensed Consolidated Interim Statements of Operations and Comprehensive Income 3
   
Condensed Consolidated Interim Statements of Changes in Equity 4
   
Condensed Consolidated Interim Statements of Cash Flows 5
   
Notes to the Condensed Consolidated Interim Financial Statements 6-25


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
AS AT SEPTEMBER 30, 2022 AND DECEMBER 31, 2021
(In thousands of United States Dollars )

      September 30, 2022     December 31, 2021  
  Note   $     $  
Assets              
Current assets              
  Cash and cash equivalents     54,716     53,521  
  Receivables     54     55  
  Receivable due from related party 4   2,688     7,326  
  Prepaid expenses and deposits     813     766  
      58,271     61,668  
Non-current assets              
  Financial assets 5   89,004     72,426  
  Right-of-use asset     303     381  
  Property, plant and equipment     65     93  
  Exploration and evaluation assets     1,628     1,628  
      91,000     74,528  
Total assets     149,271     136,196  
               
Liabilities              
Current liabilities              
  Accounts payable and accrued liabilities 4   3,539     2,536  
  Lease liability     105     107  
      3,644     2,643  
Non-current liabilities              
  Long-term incentive plan liabilities 8   421     478  
  Lease liability     234     312  
      655     790  
Total liabilities     4,299     3,433  
               
Equity              
  Share capital 7   579,591     579,591  
  Equity reserves 8   51,779     51,879  
  Accumulated deficit     (486,398 )   (498,707 )
Total equity     144,972     132,763  
Total liabilities and equity     149,271     136,196  
Commitments and contingencies 9            

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

Approved on behalf of the Board of Directors :

"Matt Badylak"

 

"Greg Martin"

Director

 

Director



GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(In thousands of United States Dollars, except dollar per share amounts)

      Three months ended     Nine months ended  
      September 30,     September 30,     September 30,     September 30,  
      2022     2021     2022     2021  
  Note   $     $     $     $  
                           
Service fee earned as operators of joint venture 4   1,381     1,284     3,995     3,764  
Share of net earnings related to joint venture 6   -     3,448     -     22,535  
General and administrative expenses 4,10   (3,490 )   (2,665 )   (8,246 )   (10,368 )
Exploration and evaluation expenditures 4   (281 )   (148 )   (473 )   (521 )
(Loss) income from operations and joint venture     (2,390 )   1,919     (4,724 )   15,410  
                           
Finance income 11   3,702     2,220     17,082     6,818  
Finance expense     (8 )   (11 )   (24 )   (43 )
Foreign exchange loss     (24 )   (10 )   (25 )   (35 )
Net income and comprehensive income after tax for the period     1,280     4,118     12,309     22,150  
                           
Net income per s hare:                          
  Basic     0.01     0.02     0.05     0.10  
  Diluted     0.01     0.02     0.05     0.10  
                           
Weighted average number of shares outstanding:                          
  Basic 12   224,943,453     224,943,453     224,943,453     224,656,842  
  Diluted 12   224,943,453     225,065,576     224,943,453     225,106,106  

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


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(In thousands of United States Dollars, except for number of common shares)

      Number of
shares
    Share capital     Equity
reserves
    Accumulated
deficit
    Total equity  
  Note         $     $     $     $  
                                 
Balance as at December 31, 2020     224,253,522     578,750     49,957     (429,824 )   198,883  
  Issuance of common shares on exercise of stock options 8(a)   689,931     841     (272 )   -     569  
  Share-based compensation expense 8(a)   -     -     1,249     -     1,249  
  Net income and comprehensive income after tax for the period     -     -     -     22,150     22,150  
Balance as at September 30, 2021     224,943,453     579,591     50,934     (407,674 )   222,851  
                                 
Balance as at December 31, 2021     224,943,453     579,591     51,879     (498,707 )   132,763  
  Share-based compensation expense 8(a)   -     -     (100 )   -     (100 )
  Net income and comprehensive income after tax for the period     -     -     -     12,309     12,309  
Balance as at September 30, 2022     224,943,453     579,591     51,779     (486,398 )   144,972  

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


GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(In thousands of United States Dollars)

      Three months ended     Nine months ended  
      September 30,     September 30,     September 30,     September 30,  
      2022     2021     2022     2021  
  Note   $     $     $     $  
                           
Operating activities:                          
  Net income after tax for the period     1,280      4,118     12,309      22,150  
  Adjustments for:                          
    Share of net earnings related to joint venture 6   -     (3,448 )   -     (22,535 )
    Depreciation     36     37     110     111  
    Share-based compensation 8,10   1,265     173     895     2,106  
    Finance income 11   (3,702 )   (2,220 )   (17,082 )   (6,818 )
    Finance expense     6     8     19     25  
    Unrealized foreign exchange loss (gain)     180     14     209     (9 )
  Operating cash flow before working capital changes     (935 )   (1,318 )   (3,540 )   (4,970 )
  Change in non-cash working capital 13   2,477     (1,517 )   4,482     (5,678 )
Cash provided by (used in) operating activities     1,542     (2,835 )   942     (10,648 )
                           
Investing activities:     -           -        
  Redemption of preferred shares in joint venture 5         -           5,000  
Acquisition of exploration and evaluation assets, net of cash acquired     -     -     -     (1,470 )
  Expenditures on property, plant and equipment     (3 )   (4 )   (4 )   (19 )
  Interest received     334     49     500     363  
Cash provided by investing activities     331     45     496     3,874  
                           
Financing activities:                          
  Shares issued for cash on exercise of stock options 8(a)   -     138     -     569  
  Office lease payments     (32 )   (32 )   (99 )   (95 )
Cash (used in) provided by financing activities     (32 )   106     (99 )   474  
                           
Impact of foreign exchange on cash and cash equivalents     (130 )   (22 )   (144 )   (9 )
                           
Increase (decrease) in cash and cash equivalents during the period     1,711     (2,706 )   1,195     (6,309 )
Cash and cash equivalents, beginning of period     53,005     58,548     53,521     62,151  
Cash and cash equivalents, end of period     54,716     55,842     54,716     55,842  
                           
Supplemental cash flow information 13                        

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 NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

1. Nature of operations

 Galiano Gold Inc. ("Galiano" or the "Company") was incorporated on September 23, 1999 under the Business Corporations Act of British Columbia, Canada.  The Company's head office and principal address is located at 1640 - 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1, Canada. The Company's registered and records office is located at Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, V7X 1L3. The Company's common shares trade on the Toronto Stock Exchange ("TSX") and NYSE American Exchange ("NYSE American") under the ticker symbol "GAU".

The Company’s principal business activity is the operation of the Asanko Gold Mine (“AGM”) through a 50:50 joint venture arrangement (the “JV”) associated with the Company’s 45% equity interest in the AGM (see note 6) and exploration and development of the JV’s mineral property interests. The Government of Ghana has a 10% free-carried interest in the AGM. The AGM consists of two neighboring gold deposits, Nkran and Esaase, 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.

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

2. Basis of presentation

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). These condensed consolidated interim financial statements do not include all of the necessary annual disclosures in accordance with IFRS and should be read in conjunction with the Company's audited consolidated annual financial statements for the years ended December 31, 2021 and 2020.

The accounting policies followed in these condensed consolidated interim financial statements are the same as those applied in the Company's most recent audited consolidated annual financial statements for the years ended December 31, 2021 and 2020.

These condensed consolidated interim financial statements were authorized for issue and approved by the Board of Directors on November 9, 2022.

(b) Basis of presentation and consolidation

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

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

These condensed consolidated interim financial statements incorporate the financial information of the Company and its subsidiaries as at September 30, 2022. 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 NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

2. Basis of presentation (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.

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

The principal subsidiaries and joint arrangements to which the Company is a party, as well as their geographic locations, were as follows as at September 30, 2022:

Affiliate name

Location

Equity
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

Asanko Gold Exploration Ghana Limited

Ghana

100%

Consolidated

Asanko Gold Ghana Limited

Ghana

45%

Joint venture; equity method

Adansi Gold Company (GH) Limited

Ghana

50%

Joint venture; equity method

Shika Group Finance Limited

Isle of Man

50%

Joint venture; equity method

(c) Accounting standards adopted during the period

There were no new standards effective January 1, 2022 that materially impacted these condensed consolidated interim financial statements.

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

There were no accounting standards or amendments to existing standards issued but not yet adopted as of September 30, 2022 that are expected to have a material effect on the Company's or the JV's financial statements in the future.

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 were presented in note 5 of the audited annual consolidated financial statements for the years ended December 31, 2021 and 2020.  The following estimates had a significant effect on these condensed consolidated interim financial statements and the financial results of the JV.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

3. Significant accounting judgements and estimates (continued)

Mineral reserves

Estimates of the quantities of proven and probable mineral reserves form the basis for the JV's life‐of‐mine plans, which are used for a number of key business and accounting purposes, including: the calculation of depletion expense, the capitalization of stripping costs, the forecasting and timing of cash flows related to the asset retirement provision and impairment assessments, if any. To the extent that these estimates of proven and probable mineral reserves vary, there could be changes in depletion expense, stripping assets, asset retirement provisions and impairment charges recorded. The Company determined it was not in a position to declare mineral reserves for the AGM in its updated National Instrument 43‐101 Technical Report ("NI 43‐101"), filed on March 29, 2022, with an effective date of February 28, 2022.

As such, given that mining and processing operations continued during the period, the JV utilized internal models in order to estimate life of mine tonnes for the purpose of units-of-production depletion of mineral properties, plant and equipment and the timing of reclamation cash flows in the JV.

4. Balances due from/to related party

Under the terms of the Joint Venture Agreement (the "JVA") that governs the management of the JV (note 6), the Company remains the manager and operator of the JV and currently receives an arm's length fee for services rendered to the JV of $7.1 million per annum (originally $6.0 million, but adjusted annually for inflation).

During the three and nine months ended September 30, 2022, the Company earned a service fee of $1.4 million and $4.0 million, respectively, as operator of the JV (three and nine months ended September 30, 2021 - $1.3 million and $3.8 million, respectively).  For the three and nine months ended September 30, 2022, the service fee was comprised of a gross service fee of $1.7 million and $5.0 million, respectively, less withholding taxes payable in Ghana of $0.3 million and $1.0 million (three and nine months ended September 30, 2021 - gross service fee of $1.6 million and $4.7 million, respectively, less withholding taxes payable in Ghana of $0.3 million and $0.9 million). As at September 30, 2022, the Company had a receivable due from the JV in respect of the service fee in the amount of $2.7 million, net of withholding taxes (December 31, 2021 - $7.3 million).

As at September 30, 2022, accounts payable and accrued liabilities include a payable due to the JV in the amount of $0.4 million relating to services performed by the JV on the Company's wholly owned Asumura property in Ghana (December 31, 2021 - nil).  During the three and nine months ended September 30, 2022, the JV provided administrative and exploration services on the Company's Asumura property totaling $0.2 million for both periods (three and nine months ended September 30, 2021 - nil for both periods).

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


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

5. Financial assets

As part of the JV transaction with Gold Fields (note 6), the Company initially subscribed to 184.9 million non-voting fixed redemption price redeemable preferences shares in Shika Group Finance Limited (the "preference shares"), which were issued at a par value of $1 per redeemable share. The preference shares have no fixed redemption date. As these preference shares have no contractual fixed terms of repayment that arise on specified dates, they are measured at fair value through profit or loss at each reporting period-end and are classified as a Level 3 financial asset in the fair value hierarchy.

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

    September 30, 2022     December 31, 2021  
    Number of shares     $     $  
Balance, beginning of period   132,400,000     72,426     78,299  
Fair value adjustment for the period   -     16,578     (873 )
Redemption of preferred shares during the period   -     -     (5,000 )
Balance, end of period   132,400,000     89,004     72,426  

As at September 30, 2022, the Company re-measured the fair value of the preference shares (using the same methodology applied at December 31, 2021) to $89.0 million and recorded positive fair value adjustments of $3.4 million and $16.6 million in finance income for the three and nine months ended September 30, 2022, respectively (three and nine months ended September 30, 2021 - positive fair value adjustments of $2.2 million and $6.6 million, respectively, recognized in finance income). The increase in fair value was largely driven by strong operating performance resulting in improved working capital.

6. Asanko Gold Mine joint venture

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

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


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

6. Asanko Gold Mine joint venture (continued)

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

 

    September 30, 2022     December 31, 2021  
    $     $  
Balance, beginning of period   -     59,159  
Company's share of the JV's net loss for the period   -     (51,528 )
Impairment of investment in joint venture   -     (7,631 )
Balance, end of period   -     -  

The Company did not recognize its share of the JV's net earnings for the three and nine months ended September 30, 2022 as the recoverable amount of the Company's equity investment in the JV was nil at March 31, 2022, June 30, 2022 and September 30, 2022.  For the three and nine months ended September 30, 2021, the Company recognized its share of the JV's net earnings of $3.4 million and $22.5 million, respectively.

Operating and financial results of the AGM JV for the three and nine months ended September 30, 2022 and 2021

Summarized financial information for the AGM JV, on a 100% basis, is outlined in the table below.

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

Three and nine months ended September 30, 2022 and 2021

      Three months ended September 30,     Nine months ended September 30,  
      2022     2021     2022     2021  
  Notes   $     $     $     $  
Revenues (i )   76,911     85,281     239,328     291,305  
Production costs (ii)   (41,845 )   (57,531 )   (147,331 )   (176,840 )
Depreciation and depletion     (5,531 )   (10,516 )   (27,545 )   (32,925 )
Royalties (ii)   (3,845 )   (4,264 )   (11,966 )   (14,565 )
Income from mine operations     25,690     12,970     52,486     66,975  
                           
Exploration and evaluation expenditures     (2,928 )   (3,343 )   (9,348 )   (8,781 )
General and administrative expenses (vi)   (850 )   (2,113 )   (21,257 )   (7,567 )
Income from operations     21,912     7,514     21,881     50,627  
                           
Finance expense (x)   (3,858 )   (614 )   (5,435 )   (2,256 )
Finance income     158     58     234     168  
Foreign exchange (loss) gain     (866 )   710     2,831     1,564  
Net income after tax for the period     17,346     7,668     19,511     50,103  
Company's share of net income of the JV for the period     -     3,448     -     22,535  


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

6. Asanko Gold Mine joint venture (continued)

The assets and liabilities of the AGM JV, on a 100% basis, as at September 30, 2022 and December 31, 2021 were as follows:

      September 30, 2022     December 31, 2021  
  Note   $     $  
Assets              
Current assets              
   Cash and cash equivalents (xi)   85,802     49,211  
   Receivables     907     14,285  
   Inventories (iii)   57,930     75,696  
   Prepaid expenses and deposits     2,605     2,944  
   VAT receivable     6,306     6,296  
      153,550     148,432  
Non-current assets (iii), (iv), (v)   130,979     145,888  
Total assets     284,529     294,320  
               
Liabilities              
Current liabilities              
   Accounts payable and accrued liabilities (vi)   47,060     57,948  
   Lease liabilities     1,159     10,025  
      48,219     67,973  
Non-current liabilities              
   Lease liabilities     226     467  
   Long-term incentive plan liability     -     98  
   Asset retirement provisions (vii)   71,820     81,028  
      72,046     81,593  
Total liabilities     120,265     149,566  
Equity (viii)   164,264     144,754  
Total liabilities and equity     284,529     294,320  


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

6. Asanko Gold Mine joint venture (continued)

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

(i) Revenues

AGGL has an offtake agreement (the "Offtake Agreement") with a special purpose vehicle of RK Mine Finance Trust I ("Red Kite") under which the AGM will sell 100% of future gold production from the AGM up to a maximum of 2.2 million ounces.

During the three and nine months ended September 30, 2022, the AGM sold 45,482 and 133,647 ounces of gold, respectively, to Red Kite under the Offtake Agreement (three and nine months ended September 30, 2021 - 48,435 and 164,708 gold ounces, respectively).

As of September 30, 2022, the AGM has delivered 1,432,903 ounces to Red Kite under the Offtake Agreement. The Offtake Agreement was not affected by the JV Transaction and will remain in effect until all contracted ounces have been delivered to Red Kite or AGGL elects to terminate the Offtake Agreement and pay the associated termination fee.

Included in revenue of the AGM is $0.2 million and $0.5 million relating to by-product silver sales for the three and nine months ended September 30, 2022, respectively (three and nine months ended September 30, 2021 - $0.1 million and $0.5 million, respectively).

(ii)  Production costs and royalties

The following is a summary of production costs by nature, on a 100% basis, incurred during the three and nine months ended September 30, 2022 and 2021:

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
    $     $     $     $  
Raw materials and consumables    (14,650 )   (13,843 )   (42,422 )   (40,439 )
Salaries and employee benefits    (5,159 )   (9,429 )   (22,481 )   (29,150 )
Contractors (net of deferred stripping costs)   (7,981 )   (34,581 )   (50,416 )   (97,311 )
Change in stockpile, gold-in-process and gold dore inventories   (9,865 )   5,291     (17,429 )   5,079  
Insurance, government fees, permits and other    (4,177 )   (5,181 )   (14,631 )   (14,983 )
Share-based compensation   (13 )   212     48     (36 )
Total production costs   (41,845 )   (57,531 )   (147,331 )   (176,840 )

During the three months ended September 30, 2022, the AGM recognized a $4.1 million reversal of previously recorded net realizable value adjustments on its stockpile inventory, of which $3.2 million was credited against production costs and $0.9 million was credited against depreciation expense (three months ended September 30, 2021 - $1.1 million reversal of previously recorded net realizable value adjustments on stockpile inventory, of which $0.7 million was credited against production costs and $0.4 million was credited against depreciation expense).


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

6. Asanko Gold Mine joint venture (continued)

During the nine months ended September 30, 2022, the AGM recognized a $14.6 million reversal of previously recorded net realizable value adjustments on its stockpile inventory, of which $10.5 million was credited against production costs and $4.1 million was credited against depreciation expense (nine months ended September 30, 2021 - $0.5 million reversal of previously recorded net realizable value adjustments on stockpile inventory, of which $0.4 million was credited against production costs and $0.1 million credited against depreciation expense).

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

 (iii) Inventories

The following is a summary of inventories held by the AGM, on a 100% basis, as at September 30, 2022 and December 31, 2021:

    September 30, 2022      December 31, 2021  
    $     $  
Gold dore on hand   6,476     3,244  
Gold-in-process   3,845     1,563  
Ore stockpiles   22,560     51,470  
Materials and spare parts   27,768     24,562  
Total inventories   60,649     80,839  
             
Less non-current inventories:            
   Ore stockpiles   (2,719 )   (5,143 )
Total current inventories   57,930     75,696  

 (iv) Reclamation deposit

The AGM is required to provide security to the Environmental Protection Agency of Ghana ("EPA") for the performance by the AGM of its reclamation obligations in respect of its mining leases.

The AGM deposits the reclamation deposit in a Ghanaian bank and the reclamation deposit is required to be held until receiving a final reclamation completion certificate from the EPA. The AGM is expected to be released from this requirement 45 days following the third anniversary of the date that the AGM receives a final completion certificate. The reclamation deposit accrues interest and is $5.0 million as of September 30, 2022 (December 31, 2021 - $1.9 million).

Total security provided to the EPA for the Obotan deposits totals $15.6 million and comprises a reclamation deposit of $4.7 million and a bank guarantee of $10.9 million, 50% of which was provided by the Company (note 9).


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

6. Asanko Gold Mine joint venture (continued)

The security provided to the EPA for the Esaase deposits is $1.1 million and comprises a reclamation deposit of $0.2 million and a bank guarantee of $0.9 million, 50% of which was provided by the Company (note 9).

 (v) Mineral properties, plant and equipment

Additions to mineral properties, plant and equipment

During the three and nine months ended September 30, 2022, the AGM capitalized $5.6 million and $11.5 million, respectively, in expenditures related to mineral properties, plant and equipment ("MPP&E"), excluding capitalized deferred stripping costs and asset retirement costs (three and nine months ended September 30, 2021 - additions of $9.0 million and $26.3 million, respectively).

Deferred stripping

During the nine months ended September 30, 2022, the AGM did not defer any costs relating to stripping activities on depletable mineral interests (three and nine months ended September 30, 2021 - additions of $2.0 million and $7.1 million, respectively).

2021 Impairment

On February 25, 2022, the Company announced that recent gold recovery at the AGM had been lower than expected. The Company determined the AGM was not in a position to declare mineral reserves in its updated NI 43‐101 technical report filed on March 29, 2022, with an effective date of February 28, 2022. The Company considered these factors to represent an indicator of impairment of the MPP&E of the AGM and as such during the year ended December 31, 2021, the JV recorded an impairment of $153.2 million to MPP&E based on an estimate of the recoverable amount of the AGM.

 (vi) Severance provisions

In light of the changing nature of operations at the AGM, the Company completed a process of right-sizing its workforce and during the period the AGM recognized an $18.9 million severance provision associated with restructuring its labour force. As of September 30, 2022, the AGM had an outstanding $12.3 million severance provision, all of which is expected to be paid in the next 12 months and has been presented in the JV's balance sheet as accounts payable and accrued liabilities.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

6. Asanko Gold Mine joint venture (continued)

 (vii) Asset retirement provisions

The following table shows the movement in the asset retirement provisions of the AGM for the nine months ended September 30, 2022 and year ended December 31, 2021:

    September 30, 2022     December 31, 2021  
    $     $  
Balance, beginning of period   81,028     72,693  
Accretion expense   1,819     1,191  
Change in estimate   (10,977 )   7,307  
Reclamation undertaken during the period   (50 )   (163 )
Balance, end of period   71,820     81,028  

The asset retirement provisions consist of reclamation and closure costs for the JV's Ghanaian mining properties. Reclamation and closure activities include land rehabilitation, dismantling of buildings and mine facilities, ongoing care and maintenance and other costs.

As at September 30, 2022, the AGM's reclamation cost estimates were discounted using a long-term risk-free discount rate of 4.0% (December 31, 2021 - 1.5%).  The change in estimate during the period was primarily due to an increase in the risk-free discount rate.

 (viii) Preferred shares

The following table shows the movement in the JV partners' preferred share investments in the JV for the nine months ended September 30, 2022 and year ended December 31, 2021:

    September 30, 2022     December 31, 2021  
    $     $  
Balance, beginning of period   264,880     274,880  
Distributions to partners during the period   -     (10,000 )
Balance, end of period   264,880     264,880  

 (ix) Revolving credit facility

In October 2019, the JV entered into a $30.0 million revolving credit facility (the “RCF”) with Rand Merchant Bank (“RMB”). During the period, the maturity date of the RCF was extended to September 30, 2023 (with utilization subject to credit review) and the AGM will pay a facility maintenance fee of 0.70% per annum. As at September 30, 2022, the balance drawn under the RCF was nil (December 31, 2021 – nil).

During the three and nine months ended September 30, 2022, the AGM recognized standby charges associated with the RCF of $0.1 million and $0.4 million, respectively (three and nine months ended September 30, 2021 - interest expense and other fees of $0.1 million and $0.6 million, respectively).


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

6. Asanko Gold Mine joint venture (continued)

 (x) Finance expense

The following is a summary of finance expense incurred by the AGM JV during the three and nine months ended September 30, 2022 and 2021:

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
    $     $     $     $  
Premiums paid for hedging instruments   -     -     -     (281 )
Interest on lease liabilities   (23 )   (121 )   (193 )   (284 )
Accretion charges on asset retirement provisions (note vii)   (747 )   (298 )   (1,819 )   (887 )
Interest and fees associated with RCF (note ix)   (116 )   (134 )   (362 )   (646 )
Other   (2,972 )   (61 )   (3,061 )   (158 )
Total finance expense   (3,858 )   (614 )   (5,435 )   (2,256 )

During the period, the Ghana Revenue Authourity ("GRA") conducted a regulatory audit of AGGL's 2016 to 2020 fiscal years and raised a variety of matters for consideration. A final ruling has not been received from the GRA; however, a provision of $2.9 million has been recorded by the JV as an estimate of potential exposure covering the periods 2016 through September 30, 2022.

 (xi) The cash flows of the AGM, on a 100% basis, were as follows for the three and nine months ended September 30, 2022 and 2021:

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
    $     $     $     $  
Cash provided by (used in):                        
  Operating activities   26,075     26,473     64,344     72,649  
  Investing activities   (5,490 )   (12,391 )   (11,353 )   (33,112 )
  Financing activities   (4,416 )   (2,246 )   (15,059 )   (50,643 )
Impact of foreign exchange on cash and cash equivalents   (650 )   (160 )   (1,341 )   (162 )
Increase (decrease) in cash and cash equivalents during the period   15,519     11,676     36,591     (11,268 )
Cash and cash equivalents, beginning of period   70,283     41,310     49,211     64,254  
Cash and cash equivalents, end of period   85,802     52,986     85,802     52,986  


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

7. Share capital

(a) Authorized:

Unlimited common shares without par value or restrictions.

(b) At-the-Market Offering ("ATM")

On June 25, 2020, the Company entered into an ATM agreement with H.C. Wainwright & Co. and Cormark Securities (the "Agents"). Under the ATM agreement, the Company may, at its discretion and from time-to-time during the term of the ATM agreement, sell through the Agents common shares of the Company for aggregate gross proceeds to the Company of up to $50.0 million (the "Offering"). During the quarter, the ATM agreement expired and no common shares were issued under the Offering since its inception in June 2020.

8. 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.  As at September 30, 2022, all units awarded have been cash-settled.

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.

RSUs, PSUs and DSUs are cash-settled awards and therefore represent a financial liability which is required to be marked-to-market at each reporting period end with changes in fair value recognized in the Statement of Operations and Comprehensive Income. The 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.

(a) Stock options

Options granted typically vest in 1/3 increments every twelve months following the grant date for a total vesting period of three years. Stock options have a maximum term of 5 years following the grant date. The fair value of stock options granted is determined using the Black Scholes option pricing model.


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

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

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

          Weighted average  
    Number of Options     exercise price  
          C$  
Balance, December 31, 2020   8,330,820     1.81  
Granted   5,653,000     1.49  
Exercised   (689,931 )   1.02  
Cancelled/Expired/Forfeited   (1,613,719 )   2.43  
Balance, December 31, 2021   11,680,170     1.61  
Granted   4,790,000     0.66  
Cancelled/Expired/Forfeited   (7,643,000 )   1.69  
Balance, September 30, 2022   8,827,170     1.03  

During the three and nine months ended September 30, 2022, the Company recognized $0.2 million of share-based compensation expense and a credit of $0.1 million to share-based compensation expense relating to stock options, respectively (three and nine months ended September 30, 2021 - share-based compensation expense of $0.5 million and $1.2 million, respectively).

(b) Restricted Share Units

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

The following table is a reconciliation of the movement in the number of RSUs outstanding for the nine months ended September 30, 2022 and year ended December 31, 2021:

    Number of RSUs  
    September 30, 2022     December 31, 2021  
Balance, beginning of period   1,184,594     2,421,200  
Granted   299,900     271,400  
Settled in cash   (565,974 )   (937,624 )
Cancelled/Forfeited   (350,879 )   (570,382 )
Balance, end of period   567,641     1,184,594  


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

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

The following table is a reconciliation of the movement in the RSU liability for the nine months ended September 30, 2022 and year ended December 31, 2021:

    September 30, 2022     December 31, 2021  
    $     $  
Balance, beginning of period   575     1,658  
Awards vested and change in fair value during the period, net of cancelled/forfeited awards   (150 )   65  
Settled in cash during the period   (293 )   (1,148 )
Total RSU liability, end of period   132     575  
             
Less: current portion of RSU liability   (114 )   (408 )
Total non-current RSU liability, end of period   18     167  

(c) Performance share units

PSUs vest in either 1/2 or 1/3 increments every twelve months following the grant date for a total vesting period of two or three years and also contain a performance criterion applied to the number of units that vest on a yearly basis. The number of units that vest will be determined by the Company's relative share price performance in comparison to a peer group of companies or upon achievement of certain Company strategic objectives. The PSU performance multiplier ranges from 0% to 150%.

The following table is a reconciliation of the movement in the number of PSUs outstanding for the nine months ended September 30, 2022 and year ended December 31, 2021:

    Number of PSUs  
    September 30, 2022     December 31, 2021  
Balance, beginning of period   571,000     -  
Granted   1,588,900     893,400  
Settled in cash   (88,167 )   -  
Cancelled/Forfeited   (332,332 )   (322,400 )
Balance, end of period   1,739,401     571,000  

The following table is a reconciliation of the movement in the PSU liability for the nine months ended September 30, 2022 and year ended December 31, 2021:

    September 30, 2022     December 31, 2021  
    $     $  
Balance, beginning of period   87     -  
Awards vested and change in fair value during the period, net of cancelled/forfeited awards   185     87  
Settled in cash during the period   (46 )   -  
Total PSU liability, end of period   226     87  
             
Less: current portion of PSU liability   (151 )   (54 )
Total non-current PSU liability, end of period   75     33  


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

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

(d) Deferred share units

DSUs have no vesting terms or conditions and as such the Company recognizes 100% of the fair value of DSUs on the grant date in the Statement of Operations and Comprehensive Income. DSUs will be paid to directors upon their retirement from the Board of Directors of the Company or upon a change of control.

The following table is a reconciliation of the movement in the number of DSUs outstanding for the nine months ended September 30, 2022 and year ended December 31, 2021:

    Number of DSUs  
    September 30, 2022     December 31, 2021  
Balance, beginning of period   844,200     -  
Granted   2,287,800     844,200  
Balance, end of period   3,132,000     844,200  

The following table is a reconciliation of the movement in the DSU liability for the nine months ended September 30, 2022 and year ended December 31, 2021:

    September 30, 2022     December 31, 2021  
    $     $  
Balance, beginning of period   608     -  
Awards vested and change in fair value during the period   909     608  
Total DSU liability, end of period   1,517     608  

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

(e) Phantom share units

On November 6, 2020, the Company granted 1,000,000 cash-settled phantom share units to the Chair of the Board.  The units will vest three years from the grant date, but will only become payable upon the Chair's departure from the Board or upon a change of control of the Company, in a cash settlement amount equal to the value of 1,000,000 common shares as at the Chair's departure date or date of change of control.

The phantom share units represent a financial liability, as they will be settled in cash, and are marked-to-market at each reporting period end and presented in the Statement of Financial Position as a long-term incentive plan liability.

The following table is a reconciliation of the movement in the phantom share unit liability for the nine months ended September 30, 2022 and year ended December 31, 2021:

    September 30, 2022     December 31, 2021  
    $     $  
Balance, beginning of period   277     56  
Awards vested and change in fair value during the period   51     221  
Total phantom share unit liability, end of period   328     277  


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

9. Commitments and contingencies

Commitments

The following table reflects the Company's contractual obligations as they fall due, excluding commitments and liabilities of the JV, as at September 30, 2022 and December 31, 2021:

                Over     At September 30,     At December 31,  
    Within 1 year     1 - 5 years     5 years     2022     2021  
Accounts payable and accrued liabilities   1,757     -     -     1,757     1,467  
Long-term incentive plan (cash-settled awards)   1,782     421     -     2,203     1,547  
Corporate office leases   123     251     -     374     501  
Total   3,662     672     -     4,334     3,515  

In addition to the above commitments, the Company has provided a parent company guarantee on the unfunded portion of the AGM's reclamation bond in the amount of $5.9 million (December 31, 2021 - parent company guarantee of $5.9 million).

Contingencies

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

10. General and administrative expenses

The following is a summary of general and administrative expenses incurred during the three and nine months ended September 30, 2022 and 2021. General and administrative expenses for the periods presented include, but are not limited to, those expenses incurred in order to earn the service fee as operators of the JV (note 4).

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
    $     $     $     $  
Wages, benefits and consulting    (1,426 )   (1,778 )   (5,145 )   (6,273 )
Office, rent and administration    (379 )   (360 )   (982 )   (871 )
Professional and legal   (165 )   (118 )   (545 )   (479 )
Share-based compensation   (1,265 )   (173 )   (895 )   (2,106 )
Travel, marketing, investor relations and regulatory   (219 )   (199 )   (569 )   (528 )
Depreciation and other   (36 )   (37 )   (110 )   (111 )
Total   (3,490 )   (2,665 )   (8,246 )   (10,368 )


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

11. Finance income

The following is a summary of finance income earned during the three and nine months ended September 30, 2022 and 2021:

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
    $     $     $     $  
Fair value adjustment on redeemable preference shares (note 5)   3,364     2,171     16,578     6,605  
Interest income and other   338     49     504     213  
Total   3,702     2,220     17,082     6,818  

12. Income per share

For the three and nine months ended September 30, 2022 and 2021, the calculation of basic and diluted income per share is based on the following data:

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
    $     $     $     $  
Net income after tax for the period   1,280     4,118     12,309     22,150  
                         
Number of shares                        
Weighted average number of ordinary shares - basic   224,943,453     224,943,453     224,943,453     224,656,842  
Effect of dilutive stock options   -     122,123     -     449,264  
Weighted average number of ordinary shares - diluted   224,943,453     225,065,576     224,943,453     225,106,106  

For the three and nine months ended September 30, 2022, all outstanding stock options were anti-dilutive and excluded from the calculation of diluted weighted average shares.  For the three and nine months ended September 30, 2021, 10,188,000 stock options outstanding were excluded from the calculation of diluted weighted average shares as they were determined to be anti-dilutive.

13. Supplemental cash flow information

The following table summarizes the changes in non-cash working capital for the three and nine months ended September 30, 2022 and 2021:

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
    $     $     $     $  
Receivables and receivable due from related party   2,456     (1,245 )   4,647     (3,322 )
Prepaid expenses and deposits   (529 )   (614 )   (13 )   (330 )
Accounts payable and accrued liabilities   550     342     (152 )   (2,026 )
Change in non-cash working capital   2,477     (1,517 )   4,482     (5,678 )


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

14. Segmented information

Geographic Information

As at September 30, 2022, the Company has only one reportable operating segment being the corporate function with its head office in Canada.  Total assets in West Africa include the Company's 45% interest in the Asanko Gold Mine JV.

Geographic allocation of total assets and liabilities

September 30, 2022   Canada     West Africa     Total  
    $     $     $  
Current assets   58,246     25     58,271  
Property, plant and equipment and right-of-use assets   368     -     368  
Other non-current assets   -     90,632     90,632  
Total assets   58,614     90,657     149,271  
Current liabilities   3,146     498     3,644  
Non-current liabilities   655     -     655  
Total liabilities   3,801     498     4,299  
                   
December 31, 2021   Canada     West Africa     Total  
    $     $     $  
Current assets   61,629     39     61,668  
Property, plant and equipment and right-of-use assets   474     -     474  
Other non-current assets   -     74,054     74,054  
Total assets   62,103     74,093     136,196  
Current liabilities   2,598     45     2,643  
Non-current liabilities   790     -     790  
Total liabilities   3,388     45     3,433  


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

14. Segmented information (continued)

Geographic allocation of the Statement of Operations and Comprehensive Income

For the three months ended September 30, 2022:

    Canada     West Africa     Total  
    $     $     $  
Service fee earned as operators of joint venture   1,381     -     1,381  
General and administrative expenses   (3,393 )   (97 )   (3,490 )
Exploration and evaluation expenditures   -     (281 )   (281 )
Loss from operations and joint venture   (2,012 )   (378 )   (2,390 )
                   
Finance income   338     3,364     3,702  
Finance expense   (8 )   -     (8 )
Foreign exchange loss   (22 )   (2 )   (24 )
Net (loss) income and comprehensive (loss) income for the period   (1,704 )   2,984     1,280  
                   
For the three months ended September 30, 2021:                  
                   
    Canada     West Africa     Total  
             
Service fee earned as operators of joint venture   1,284     -     1,284  
Share of net earnings related to joint venture   -     3,448     3,448  
General and administrative expenses   (2,665 )   -     (2,665 )
Exploration and evaluation expenditures   -     (148 )   (148 )
(Loss) income from operations and joint venture   (1,381 )   3,300     1,919  
                   
Finance income   49     2,171     2,220  
Finance expense   (11 )   -     (11 )
Foreign exchange (loss) gain   (54 )   44     (10 )
Net (loss) income and comprehensive (loss) income for the period   (1,397 )   5,515     4,118  


GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
Expressed in thousands of United States Dollars unless otherwise stated

14. Segmented information (continued)

For the nine months ended September 30, 2022:

    Canada     West Africa     Total  
    $     $     $  
Service fee earned as operators of joint venture   3,995     -     3,995  
General and administrative expenses   (8,115 )   (131 )   (8,246 )
Exploration and evaluation expenditures   -     (473 )   (473 )
Loss from operations and joint venture   (4,120 )   (604 )   (4,724 )
                   
Finance income   504     16,578     17,082  
Finance expense   (24 )   -     (24 )
Foreign exchange gain (loss)   (21 )   (4 )   (25 )
Net (loss) income and comprehensive (loss) income for the period   (3,661 )   15,970     12,309  
                   
For the nine months ended September 30, 2021:                  
                   
    Canada     West Africa     Total  
             
Service fee earned as operators of joint venture   3,764     -     3,764  
Share of net earnings related to joint venture   -     22,535     22,535  
General and administrative expenses   (10,337 )   (31 )   (10,368 )
Exploration and evaluation expenditures   -     (521 )   (521 )
(Loss) income from operations and joint venture   (6,573 )   21,983     15,410  
                   
Finance income   213     6,605     6,818  
Finance expense   (43 )   -     (43 )
Foreign exchange (loss) gain   (114 )   79     (35 )
Net (loss) income and comprehensive (loss) income for the period   (6,517 )   28,667     22,150  



 

GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three and nine months ended September 30, 2022 and 2021

(Expressed in United States dollars)

TABLE OF CONTENTS

1. Third quarter 2022 highlights 3
     
2. Business overview 4-6
     
3. Guidance and outlook 7
     
4. Results of the AGM 8-15
     
5. Financial results of the Company 16-17
     
6. Selected quarterly financial data 18
     
7. Liquidity and capital resources 19-21
     
8. Non-IFRS measures 21-26
     
9. Summary of outstanding share data 26
     
10. Related party transactions 26
     
11. Critical accounting policies and estimates 26-27
     
12. Risks and uncertainties 27
     
13. Internal control 28
     
14. Qualified Person 28
     
15. Cautionary statements 28-33


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

This Management’s Discussion and Analysis (“MD&A”) of Galiano Gold Inc. (“Galiano” or the “Company”) has been prepared by management as of November 9, 2022 and should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 and 2021 and the notes thereto, and the audited consolidated annual financial statements and the notes thereto of the Company for the years ended December 31, 2021 and 2020. 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.

Galiano was incorporated on September 23, 1999 under the Business Corporations Act of British Columbia, Canada.

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

All dollar amounts herein are expressed in United States dollars ("US dollars") unless stated otherwise. References to $ means US dollars and C$ are to Canadian dollars.

This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in sections "12. Risks and uncertainties" and "15. Cautionary statements" at the end of this MD&A.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

1. Third quarter 2022 highlights

Key Metrics of the Asanko Gold Mine Joint Venture (the "AGM") (on a 100% basis)

Highlights of the Company

_____________________________________
1 See "8. Non-IFRS measures"


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

2. Business overview

Galiano holds a 45% equity interest in the AGM and gold exploration tenements (collectively the "joint venture" or "JV") on the Asankrangwa Gold Belt in the Republic of Ghana ("Ghana"), West Africa. Galiano is the operator of the joint venture and currently receives an annual service fee from the JV of $7.1 million. Gold Fields Limited ("Gold Fields") owns a 45% equity interest in the AGM JV, with the Government of Ghana owning a 10% free-carried interest.

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

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

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

Key business developments in 2022

Updated NI 43-101 Technical Report

On March 29, 2022, the AGM reported updated Measured and Indicated Mineral Resource Estimates ("MRE") of 66.4Mt at 1.36 g/t gold for 2.9Moz gold contained, based on a gold price assumption of $1,600/oz (the "2022 Technical Report"). The Company was not in a position to declare Mineral Reserves on the AGM property as a result of the metallurgical uncertainty of the material mined from Esaase (refer to the Company's news release dated February 25, 2022).

Highlights to the updated Mineral Resource Estimate include:

For further information regarding the MRE and to review scientific and technical information contained in the 2022 Technical Report, readers are encouraged to read the entire 2022 Technical Report found under the Company's SEDAR profile at www.sedar.com.

The AGM continues to display a significant property-wide MRE of 2.9 million ounces of contained gold in Measured and Indicated Mineral Resources, which now comprises six satellite deposits augmenting the cornerstone Nkran and Esaase deposits. Additions to the total MRE exceeded mined depletion but did not fully offset a decrease in overall gold grade in Measured and Indicated Mineral Resources (1.70 g/t to 1.36 g/t) and resultant contained metal in the Esaase Mineral Resource.

The changes at Esaase resulted primarily from updates to the geological models used in the MRE. The remodeling work for Esaase yielded Measured and Indicated Mineral Resources totaling 22.6Mt at a grade of 1.26 g/t (Measured Mineral Resources of 10.9Mt at 1.25 g/t and Indicated Mineral Resources of 11.7Mt at 1.27 g/t), representing decreases of 25% in grade and 25% in tonnes, post depletion, from the previous estimate (refer to the technical report entitled "NI 43-101 Technical Report for the Asanko Gold Mine, Ghana (Amended and Restated)" published in June 2020 and filed on SEDAR for further information regarding the Company's prior MRE).  The Esaase deposit remains the largest contributor to the total AGM Mineral Resources, accounting for approximately one-third of its total ore tonnes and contained gold ounces.

Esaase Metallurgy Update

As announced on February 25, 2022, the Company reported that the AGM experienced lower than expected recoveries in Q1 2022 (see news release "Galiano Gold Reports Lower than Expected Gold Recovery at the Asanko Gold Mine"). Subsequent to the announcement, an extensive drilling campaign was completed to provide representative samples for metallurgical testing. The objective of the program was aimed at further defining metallurgical recoveries at Esaase, and to add to the extensive metallurgical test work previously carried out on the Esaase deposit.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

During Q2 2022, significant work took place to optimize the AGM's plant performance. This included revising the mill feed blend regime, increasing the mass pull in the gravity circuit and adjusting operating parameters and reagent additions in the carbon-in-leach circuit, which assisted in the higher recoveries achieved since Q1 2022. Additionally, sixteen diamond drill holes were completed, along strike through both the Esaase Main and South pits. The resulting 2,221m increments were tested individually at the AGM laboratory as a preliminary recovery assessment and encouraging results were received, indicating alignment with the historical metallurgical test work previously carried out on the Esaase deposit.

Further to these internal results, an independent third-party metallurgical test work program was completed in Q3 2022. The program consisted of lab scale carbon-in-leach bottle roll tests conducted on a total of 8 bulk composites derived from mineralized drill core increments from the 2022 metallurgical drilling campaign at Esaase. The composites were selected to represent variations in lithological domains, oxidation states, visually logged carbon and gold grade. Overall weighted average gold recoveries of 87% were achieved for the Esaase deposit. These results support past test work and are in-line with metallurgical recoveries previously assigned to the Esaase deposit.

The weighted average estimated recovery of the Esaase deposit is summarized in the table below. This average estimate is calculated based on the proportion of contained material types within the most recent Measured and Indicated Mineral Resources for the Esaase deposit as described in the 2022 Technical Report.

Resource Class Material Type % Weight % Recovery
Measured +
Indicated
Oxide 18% 92%
Transition 17% 92%
Fresh - Upper Sandstone 9% 82%
Fresh - Cobra 8% 78%
Fresh - Central Sandstone 48% 86%
Weighted average 100% 87%

Updated Life of Mine Plan

During Q3 2022, work programs by independent consultants to update the AGM's life of mine plan to feasibility level continued and is expected to be completed in Q1 2023. The supporting mineral resource models will include results of the 2022 infill drilling programs at Nkran, Miradani North, Midras South, Abore and Esaase. The expected mineral reserve will be supported by the metallurgical test work completed as described above.

Restructuring of the AGM's workforce

In light of the changing nature of operations at the AGM, the JV has completed a process of right sizing its workforce. Severance notifications were issued during Q1 2022 and personnel required as operations move forward were retained with new employment contracts.  Despite upfront severance costs associated with the restructuring, management expects to realize longer-term cost savings and a more streamlined and efficient operation going forward. For the nine months ended September 30, 2022, the AGM realized labour cost savings of $7.0 million resulting from the workforce restructuring. As of September 30, 2022, the AGM had an outstanding $12.3 million severance provision. Following the strong performance of the AGM's operations in 2022, the JV will pay out all remaining severance obligations in Q4 2022.

Changes to Board and Management

Marcel De Groot and Shawn Wallace did not stand for re-election at the Company's Annual General Meeting, and Greg Martin, former CFO of SSR Mining Inc. ("SSR Mining"), was elected as director effective June 2, 2022.  Mr. Martin has over 20 years of mining experience, most recently as Executive Vice President and CFO of SSR Mining, and holds an MBA from the University of Western Ontario and is a designated CPA, CGA.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

On March 23, 2022, the Company announced that Fausto Di Trapani had stepped down as CFO of the Company to pursue another opportunity.  Mr. Di Trapani departed the Company on April 14, 2022 following which Matt Freeman was appointed as CFO, in line with the Company's succession plan.

On August 4, 2022, Chris Pettman joined the Company as Vice President Exploration. Mr. Pettman has over 15 years of exploration experience in a wide variety of geologic settings and deposit types.  Most recently he worked as Exploration Manager, Canada for Rio Tinto and previously as Chief Geoscientist at Chinalco Rio Tinto Exploration.

On September 1, 2022, Eric Chen rejoined the Company as Vice President Mineral Resources. Mr. Chen has over 30 years of experience in the mining industry, including with Newmont Corporation.

Financial and operating highlights


  Three months ended September 30,     Nine months ended September 30,  
(All amounts in 000's of US dollars, unless otherwise stated)   2022     2021     2022     2021  
Galiano Gold Inc.                        
    Net income after tax   1,280     4,118     12,309     22,150  
     Cash and cash equivalents   54,716     55,842     54,716     55,842  
                         
Asanko Gold Mine (100% basis)                        
  Financial results                        
    Revenue   76,911     85,281     239,328     291,305  
    Income from mine operations   25,690     12,970     52,486     66,975  
    Net income after tax   17,346     7,668     19,511     50,103  
    Adjusted net income after tax1   17,346     7,668     38,431     50,103  
    Adjusted EBITDA1   22,269     16,601     56,438     75,117  
                         
    Cash and cash equivalents   85,802     52,986     85,802     52,986  
    Cash generated from operating activities   26,075     26,473     64,344     72,649  
    AISC margin1   23,150     7,750     53,726     60,613  
                         
Key mine performance data                        
    Gold produced (ounces)   43,899     49,543     136,252     159,963  
    Gold sold (ounces)   45,482     48,435     133,647     164,708  
                         
    Average realized gold price ($/oz)   1,687     1,758     1,787     1,765  
                         
    Total cash costs ($ per gold ounce sold)1   1,001     1,273     1,189     1,153  
    All-in sustaining costs ($ per gold ounce sold)1   1,178     1,598     1,385     1,397  

 

 


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

3. Guidance and outlook

2022 Guidance for the Asanko Gold Mine JV (100% basis)

While technical work to support a Mineral Reserve at the AGM is ongoing, the process plant is expected to continue to operate at full capacity (5.8Mtpa) processing a portion of the remaining 7.8Mt of stockpiles. Mining at Esaase was suspended in May 2022 and concluded at Akwasiso in July 2022.

Following continued outperformance of stockpile grades processed and recoveries achieved, production guidance is again being revised upwards to between 160,000 to 170,000 ounces of gold production in 2022 (originally 100,000 to 120,000 ounces and revised upwards to 140,000 to 160,000 ounces in Q2 2022).

Sustaining capital expenditure is forecast at $13 million (originally $22 million and revised to $17 million in Q2 2022) due to a change in timing of non-critical capital projects (spend as of September 30, 2022: $7.1 million).  Sustaining capital includes approximately $5 million for Nkran and Esaase infill drilling and metallurgical recovery test work (spend as of September 30, 2022: $3.9 million) and $5 million for a tailings storage facility ("TSF") lift (spend as of September 30, 2022: $1.5 million).

Development capital is forecast at $6 million (revised from $8 million) due to a change in timing of pre-mining activities at Abore (spend as of September 30, 2022: $2.0 million).  Development capital relates primarily to preparation of mining of Abore expected to begin in 2023. In addition, $15 million is budgeted for exploration, mainly around the Greater Midras, Abore and Miradani trends and assessing the underground potential at Nkran (spend as of September 30, 2022: $11.7 million).

At prevailing gold prices as of Q3 2022 and the midpoint of 2022 further revised production guidance (165,000oz), management expects the AGM to generate positive operating cash flows of approximately $90 million (previously $60 million) in 2022, before exploration costs, non-recurring working capital items related to winding down mining operations and payment of the Company's service fee as operator of the JV.

2022 Guidance

FY 2021 (Actual)

FY 2022

(Original Guidance)

FY 2022

(Revised Guidance)

YTD 2022 (Actual)

Gold production (oz)

210,241

100,000 - 120,000

160,000 - 170,000

136,252

Cash flow from operations as defined above ($m)

82.3

Approx. 10.0

Approx. 90.0

78.7

___________________________
1  See "8. Non-IFRS measures"


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

4. Results of the AGM

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

4.1 Operating performance

The following table and subsequent discussion provide a summary of the operating performance of the AGM (on a 100% basis) for the three and nine months ended September 30, 2022 and 2021, unless otherwise noted.

    Three months ended September 30,     Nine months ended September 30,  
Key mine performance data of the AGM (100% basis)   2022     2021     2022     2021  
  Mining                        
    Ore tonnes mined (000 t)   144     1,464     1,894     4,638  
    Waste tonnes mined (000 t)   107     10,017     6,706     28,642  
    Total tonnes mined (000 t)   251     11,481     8,600     33,280  
    Strip ratio (W:O)   0.7     6.8     3.5     6.2  
    Average gold grade mined (g/t)   1.8     1.3     1.6     1.3  
    Mining cost ($/t mined)   25.27     3.28     6.09     3.21  
                         
  Ore transportation                        
    Ore transportation from Esaase (000 t)   699     1,272     2,911     3,404  
    Ore transportation cost ($/t trucked)   6.55     5.88     6.11     6.15  
                         
  Processing                        
    Ore tonnes milled (000 t)   1,423     1,542     4,311     4,461  
    Average mill head grade (g/t)   1.1     1.1     1.3     1.2  
    Average recovery rate (%)2   88%     90%     80%     93%  
    Processing cost ($/t milled)   10.45     9.68     10.09     9.95  
    G&A costs ($/t milled)3   4.89     5.78     5.50     6.66  
    Gold produced (ounces)   43,899     49,543     136,252     159,963  
    Gold sold (ounces)   45,482     48,435     133,647     164,708  
                         
  All-in sustaining costs1                        
    All-in sustaining costs ($ per gold ounce sold)1   1,178     1,598     1,385     1,397  
    All-in sustaining margin ($ per gold ounce sold)1   509     160     402     368  

a) Health and Safety

There were no LTIs nor TRIs reported during the quarter and the 12-month rolling LTI and TRI frequency rates were nil and 0.25, respectively.  The AGM has now achieved 9.4 million employee hours worked without an LTI.

b) Mining

During Q3 2022, Cut 3 at the Akwasiso pit was fully depleted and delivered 0.1Mt of ore at an average gold grade of 1.8g/t and a strip ratio of 0.7:1. As previously communicated, the AGM will be processing stockpiled material for the balance of the year (refer to section "3. Guidance and outlook").


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Mining cost per tonne for Q3 2022 was $25.27 compared to $3.28 during Q3 2021. The higher mining cost per tonne in Q3 2022 was due to lower tonnes mined relative to Q3 2021 resulting from the conclusion of mining activities at Akwasiso and transitioning to a stockpile only feed plan, which had the effect of increasing certain fixed mining costs on a per unit basis. On an absolute cost basis, mining costs were 83% lower in Q3 2022 relative to the comparative quarter due to the conclusion of mining activities mentioned above.

c) Processing

The AGM produced 43,899 ounces of gold during Q3 2022, as the processing plant achieved milling throughput of 1.4Mt of ore at a grade of 1.1g/t and metallurgical recovery averaging 88%. The AGM continued to achieve a significant improvement in recoveries from Q1 2022. Refer to the Company's news releases dated February 25, July 8 and September 29, 2022 for further information on metallurgical recoveries at the AGM.

During Q3 2022, the AGM processed 1.3Mt of stockpiled material to supplement mill feed from the Akwasiso pit.  Stockpiled ore fed to the processing plant during the quarter yielded ounces that again exceeded expectations resulting in a further upward revision to production guidance. The nature of stockpiled material can result in highly variably grades; therefore, the current quarter performance may not be indicative of future performance. 

Processing cost per tonne for Q3 2022 was $10.45 compared to $9.68 during Q3 2021, an increase of 8%. The higher processing cost per tonne in Q3 2022 was primarily due to lower tonnes processed relative to Q3 2021 (resulting from planned maintenance shutdowns), which had the effect of increasing certain fixed costs on a per unit basis. Additionally, the AGM experienced inflationary pressures on grinding costs, electricity, fuel and other key reagents ($1.4 million increase from Q3 2021). Partly offsetting these factors was lower labour costs in Q3 2022 ($1.2 million decrease from Q3 2021) resulting from the restructuring of the AGM's workforce.

d) Total cash costs and AISC

For the three and nine months ended September 30, 2022, total cash costs per ounce1 were $1,001 and $1,189, respectively, compared to the three and nine months ended September 30, 2021 of $1,273 and $1,153, respectively.  Although gold sales volumes decreased by 6% in Q3 2022, total cash costs per ounce1 decreased as a result of lower mining costs resulting from the winding down of operations at Akwasiso and a positive $3.2 million net realizable value ("NRV") adjustment on stockpile inventory that was credited against production costs. In addition, labour costs were lower in Q3 2022 ($4.3 million decrease) as a result of the AGM's workforce restructuring completed in Q1 2022. These factors were partly offset by general inflationary pressures on electricity, fuel and other key consumables and reagents. Total cash costs per ounce for Q3 2022 included approximately $480/oz of historical mining costs associated with stockpiled ore.

Relative to Q2 2022, total cash costs per ounce1 were lower in Q3 2022, decreasing by 18% from $1,218 to $1,001. The decrease in total cash costs per ounce1 was primarily due to higher mining costs in Q2 2022 as mining activities were still ongoing at both the Esaase and Akwasiso pits.

For the three and nine months ended September 30, 2022, AlSC1 for the AGM amounted to $1,178/oz and $1,385/oz, respectively, compared to AISC1 of $1,598/oz and $1,397/oz, respectively, for the three and nine months ended September 30, 2021. The decrease in AlSC1 from Q3 2021 to Q3 2022 was predominantly due to the decrease in total cash costs per ounce1 mentioned above, while Q3 2021 included $84/oz higher sustaining capital expenditures related to raising the height of the TSF and $96/oz of deferred stripping costs.  Additionally, general and administrative ("G&A") expenses were $26/oz lower in Q3 2022 relative to Q3 2021 as a result of the AGM restructuring its workforce and consulting costs associated with a strategic cost review being included in Q3 2021.  These factors were partly offset by a $51/oz increase in lease payments to mining contractors associated with the winding down of operations at Akwasiso.

Relative to Q2 2022, AlSC1 was lower in Q3 2022, decreasing by 18% from $1,431/oz to $1,178/oz. The reduction in AISC1 was primarily due to the decrease in total cash costs per ounce1 mentioned above. In addition, Q2 2022 contained $17/oz higher sustaining capital expenditures related to infill drilling programs at Nkran Cut 3 and Esaase and $26/oz higher lease payments as mining was ongoing at both Esaase and Akwasiso.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

For the three and nine months ended September 30, 2022, the AGM incurred non-sustaining capital and exploration expenditures (net of changes in payables) of $6.4 million and $13.8 million, respectively, compared to $4.8 million and $20.4 million, respectively, during the comparative periods in 2021. Non-sustaining capital expenditures during Q3 2022 amounted to $3.5 million and related primarily to Abore infill drilling and work programs underway to update the AGM's life of mine plan to feasibility level, while $2.9 million of non-sustaining exploration expenditures primarily related to deep directional drilling at Nkran Cut 3 to explore its underground potential and resource definition drilling at Miradani North.

e) Environmental, Social and Corporate Governance

The Company believes that a comprehensive sustainability program is integral to meeting its strategic objectives as it will assist the JV to positively support relationships with its stakeholders, improve its risk management, reduce the AGM's cost of production and both directly and indirectly benefit the communities that the JV and the Company operate in, beyond the life of the JV's mines. The Company's 2021 Sustainability Report was published on August 23, 2022 and is available on the Company's website at www.galianogold.com. The 2021 Sustainability Report was also distributed to local and national stakeholders in Ghana.

Galiano completed an independent human rights impact assessment in 2021 and the results of this study indicated that the Company is applying appropriate governance, monitoring systems, and mitigation measures to protect its employees, contractors and stakeholder communities. Recommendations on alignment with evolving international best practices are currently being implemented by the Company at the AGM and corporate levels.

The Company receives detailed bi-annual feedback from an independent tailings review panel on international best practices and risk mitigation with respect to the AGM's TSF. This panel includes renowned experts in geochemistry, hydrology and geotechnical and geological engineering and compliments the existing managerial and technical skill sets at the AGM, Galiano, as well as the contracted Engineer-of-Record to oversee the tailings management facility. In addition, the Company is supporting its JV partner's initiative to implement the Global Industry Standard on Tailings Management at the AGM by 2025.

Work continues on advancing the Company's Climate Change Adaptation Plan including implementing recommendations from a Climate Change Vulnerability Risk Assessment conducted on the AGM and finalizing efficiency initiatives as a result of a 2021 energy audit.

The AGM continues to be fully certified by the International Cyanide Management Code ("ICMC" or "Cyanide Code"). The AGM has aligned its approach to cyanide management at all operations with the Cyanide Code, which is recognized as an international best practice.  Furthermore, the AGM has fully integrated the Cyanide Code principles and standards of practice into its health, safety and environmental management systems to protect human health and reduce the potential for environmental impacts. This ICMC certification reflects the Company's ongoing commitment to adhering to international mining industry best practices.

4.2 Exploration update

The JV holds a district-scale land package of 476km2 on the Asankrangwa Gold Belt. The following exploration programs were undertaken during the period to evaluate the current and potential expanded mineralization of each deposit to improve the mineral resource estimate and to assess the broader potential of each deposit.

Drilling highlights at Nkran Cut 3 reported during the quarter included (refer to the Company's news release dated August 25, 2022 for additional details on the drilling results, including data verification and quality assurance and quality control measures):


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

The drill results received to date demonstrate the continuity of high‐grade mineralization below the previously mined portions of the Nkran deposit.  Additionally, mineralization appears to extend below the current resource shell and remains open at depth.

Drilling highlights at Nkran Deeps reported during the quarter included (refer to the Company's news release dated September 8, 2022 for additional details on the drilling results, including data verification and quality assurance and quality control measures):

Mineralization appears to be open in all directions, including the zone above this mineralization and below the bottom extents of previous infill resource drilling. Several mineralized intercepts indicate grades and widths that may be amenable to underground mining and additional drilling is currently being contemplated to follow-up on these initial results.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

4.3 Financial results of the AGM

The following table presents excerpts of the financial results of the JV for the three and nine months ended September 30, 2022 and 2021. These results are presented on a 100% basis.

Three and nine months ended September 30, 2022 and 2021

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars)   $     $     $     $  
                         
Revenue   76,911     85,281     239,328     291,305  
                         
Cost of sales:                        
  Production costs   (41,845 )   (57,531 )   (147,331 )   (176,840 )
  Depreciation and depletion   (5,531 )   (10,516 )   (27,545 )   (32,925 )
  Royalties   (3,845 )   (4,264 )   (11,966 )   (14,565 )
Income from mine operations   25,690     12,970     52,486     66,975  
                         
Exploration and evaluation expenditures   (2,928 )   (3,343 )   (9,348 )   (8,781 )
General and administrative expenses   (850 )   (2,113 )   (21,257 )   (7,567 )
Income from operations   21,912     7,514     21,881     50,627  
Finance expense   (3,858 )   (614 )   (5,435 )   (2,256 )
Finance income   158     58     234     168  
Foreign exchange (loss) gain   (866 )   710     2,831     1,564  
Net income after tax for the period   17,346     7,668     19,511     50,103  
Adjusted net income after tax for the period1   17,346     7,668     38,431     50,103  
                         
Average realized price per gold ounce sold ($)   1,687     1,758     1,787     1,765  
Average London PM fix ($/oz)   1,729     1,790     1,824     1,800  
Gold sold (ounces)   45,482     48,435     133,647     164,708  

1 Non-IFRS measure. Adjusted net income as presented in the table was derived by adjus ting net income of the AGM for the nine months ended September 30, 2022 by the $18.9 million severance provision as s ociated with res tructuring the AGM's workforce.

Revenue

During Q3 2022, the AGM sold 45,482 ounces of gold at an average realized gold price of $1,687/oz for total revenue of $76.9 million (including $0.2 million of by-product silver revenue). During Q3 2021, the AGM sold 48,435 ounces of gold at an average realized gold price of $1,758/oz for total revenue of $85.3 million (including $0.1 million of by-product silver revenue). The decrease in revenue quarter-on-quarter was a function of a 6% reduction in sales volumes and a 4% decrease in realized gold prices relative to Q3 2021.

During the nine months ended September 30, 2022, the AGM sold 133,647 ounces of gold at an average realized gold price of $1,787/oz for total revenue of $239.3 million (including $0.5 million of by-product silver revenue). During the comparative period of 2021, the AGM sold 164,708 ounces of gold at an average realized gold price of $1,765/oz for total revenue of $291.3 million (including $0.5 million of by-product silver revenue). The decrease in revenue period-on-period was a function of a 19% reduction in sales volumes, partly offset by a 1% increase in realized gold prices.

The AGM continues to sell all the gold it produces to Red Kite under an offtake agreement. The terms of the offtake agreement require the AGM to sell 100% of its gold production up to a maximum of 2.2 million ounces to Red Kite.  As of September 30, 2022, 1,432,903 gold ounces have been delivered to Red Kite under the offtake agreement (December 31, 2021 - 1,299,256 gold ounces delivered).


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Production costs and royalties

During the three and nine months ended September 30, 2022, the AGM incurred production costs of $41.8 million and $147.3 million, respectively, compared to $57.5 million and $176.8 million in the comparative periods of 2021.

Production costs were lower in Q3 2022 primarily due to a positive NRV adjustment on stockpiled Esaase ore (resulting from higher estimated recoveries) of which $3.2 million was credited to production costs. Production costs in Q3 2022 also benefited from lower labour costs resulting from the rationalization of the AGM's workforce completed in Q1 2022 and lower ore transportation costs as a smaller proportion of mill feed was sourced from Esaase in Q3 2022 ($2.9 million decrease). In addition, 6% fewer gold ounces were sold during the current quarter. Production costs in Q3 2022 included approximately $21.8 million of previously incurred mining costs associated with the processing of stockpiled ore.

Production costs were lower in 2022 due to 19% fewer gold ounces sold than the comparative period in 2021. Additionally, there was a positive NRV adjustment on stockpile inventory (resulting from an improvement in stockpile grade and higher estimated recoveries on Esaase material) of which $10.5 million was credited to production costs. These factors were partly offset by a drawdown of higher cost and lower grade stockpiles during the period to augment ore mined from Esaase and Akwasiso. Production costs in 2022 included approximately $39.9 million of previously incurred mining costs associated with the processing of stockpiled ore.

During the current year, the JV did not capitalize any stripping costs to depletable mineral interests (three and nine months ended September 30, 2021 - $2.0 million and $7.1 million, respectively).

The Ghanaian government charges a 5% royalty on revenues earned through sales of minerals from the AGM's concessions. The AGM's Akwasiso mining concession is also subject to a further 2% net smelter return royalty payable to the previous owner of the mineral tenement; additionally, the AGM's Esaase concession is also subject to a 0.5% net smelter return royalty payable to the Bonte Liquidation Committee, both of which are presented in production costs. Royalties payable to the Government of Ghana are presented as a component of cost of sales and amounted to $3.8 million and $12.0 million for the three and nine months ended September 30, 2022, respectively (three and nine months ended September 30, 2021 - $4.3 million and $14.6 million, respectively). Royalty expense was lower in 2022 due to lower revenues.

Depreciation and depletion

Depreciation and depletion on mineral properties, plant and equipment ("MPP&E") recognized during Q3 2022 was $5.5 million compared to $10.5 million for Q3 2021. Depreciation and depletion expense on MPP&E decreased from Q3 2021 to Q3 2022 primarily due to the pause in mining at Akwasiso and Esaase which resulted in lower depletion on mine development costs, deferred stripping assets and mining contractor leases. Furthermore, depreciation was lower in Q3 2022 due to a positive NRV adjustment on stockpiled Esaase ore (resulting from higher estimated recoveries) of which $0.9 million was credited to depreciation expense and a reduction in the cost base of depreciable assets due to the impairment recorded at December 31, 2021.

Depreciation and depletion on MPP&E recognized during the nine months ended September 30, 2022 was $27.5 million compared to $32.9 million for 2021. Depreciation and depletion expense was lower in 2022 due to the pause in mining operations mentioned above and a reduction in the cost base of depreciable assets due to the impairment recorded at December 31, 2021.  These factors were partly offset by a drawdown of higher cost and lower grade stockpile inventories to augment ore mined from Esaase and Akwasiso which resulted in higher depreciation expense (net of a positive $4.1 million NRV adjustment on stockpile inventory credited to depreciation expense).

Exploration and evaluation expenditures

During the three and nine months ended September 30, 2022, the AGM incurred exploration and evaluation ("E&E") expense of $2.9 million and $9.3 million, respectively, (see 3.2 "Exploration update") compared to $3.3 million and $8.8 million of E&E expenditures expensed in the comparative periods of 2021, respectively. E&E expenses in 2022 related to drilling campaigns at Midras South, Miradani North and Abore as well as deep directional drilling at Nkran to explore its underground potential.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

General and administrative expenses

During the three and nine months ended September 30, 2022, the AGM incurred G&A expenses of $0.9 million and $21.3 million, respectively, compared to expenses of $2.1 million and $7.6 million, respectively, in the comparative periods of 2021. G&A expenses in Q3 2022 were lower than Q3 2021 due to lower labour costs resulting from the restructuring of the AGM's workforce. Additionally, Q3 2021 included consulting costs incurred as part of a strategic initiative to review and improve the AGM's supply chain and procurement processes.

The increase in G&A expense during the nine months ended September 30, 2022 relative to the comparative period was due to accrued severance and redundancy costs related to the AGM rationalizing its workforce ($18.9 million increase), which was partly offset by the above mentioned lower labour costs in 2022 and higher consulting costs incurred in 2021.

Finance expense

Finance expense for the three and nine months ended September 30, 2022 was higher than the comparative periods in 2021 due to a provision related to a regulatory audit.  During the period, the Ghana Revenue Authourity ("GRA") conducted a regulatory audit of Asanko Gold Ghana Limited's 2016 to 2020 fiscal years and raised a variety of matters for consideration. A final ruling has not been received from the GRA; however, a provision of $2.9 million has been recorded by the JV as an estimate of potential exposure covering the periods 2016 through September 30, 2022.

4.4 Cash flow results of the AGM

The following table provides a summary of cash flows for the AGM on a 100% basis for the three and nine months ended September 30, 2022 and 2021:

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars)   $     $     $     $  
Cash provided by (used in):                        
   Operating activities   26,075     26,473     64,344     72,649  
   Investing activities   (5,490 )   (12,391 )   (11,353 )   (33,112 )
   Financing activities   (4,416 )   (2,246 )   (15,059 )   (50,643 )
Impact of foreign exchange on cash and cash equivalents   (650 )   (160 )   (1,341 )   (162 )
Increase (decrease) in cash and cash equivalents during the period   15,519     11,676     36,591     (11,268 )
Cash and cash equivalents, beginning of period   70,283     41,310     49,211     64,254  
Cash and cash equivalents, end of period   85,802     52,986     85,802     52,986  

Cash flows from operating activities

During Q3 2022, the AGM generated cash flows from operations of $26.1 million, despite a net working capital outflow of $5.7 million, due to strong AISC margins1 of $509/oz.

Operating cash flows in Q3 2022 were comparable to Q3 2021 as improved AISC margins1 in the current period were offset by a $13.3 million net working capital outflow compared to Q3 2021.

During the nine months ended September 30, 2022, the AGM generated cash flows from operations of $64.3 million, which was positively impacted by a $4.0 million net working capital inflow.

The decrease in operating cash flows for the nine months ended September 30, 2022 relative to the comparative period was primarily due to a $19.9 million decrease in the JV’s operating income (excluding depreciation) resulting from lower gold ounces sold and payment of severance costs associated with the AGM’s workforce restructuring, which were partly offset by a $16.7 million decrease in net working capital in 2022 compared to 2021.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Cash used in investing activities

During Q3 2022, the AGM invested $5.6 million in additions to MPP&E and earned $0.1 million of interest on cash balances. Total cash expenditure on MPP&E during the quarter included $2.1 million in sustaining capital related primarily to infill drilling at Esaase and raising the height of the TSF. Development capital expenditure was $3.5 million in Q3 2022 and related primarily to Abore infill drilling and work programs underway to update the AGM's life of mine plan to feasibility level.

The decrease in cash flows invested in MPP&E from Q3 2021 to Q3 2022 was primarily due to: lower deferred stripping costs ($4.7 million decrease) and lower sustaining capital expenditures ($4.2 million decrease) as the prior period included higher costs related to raising the height of the TSF. These factors were partly offset by higher development capital in Q3 2022 ($2.1 million increase) related to Abore infill drilling and the AGM's feasibility study mentioned above, and changes in accounts payable.

During the nine months ended September 30, 2022, the AGM invested $11.6 million in additions to MPP&E and earned $0.2 million of interest on cash balances. Total cash expenditure on MPP&E during the period included $7.1 million in sustaining capital related primarily to infill drilling at Nkran Cut 3, infill and metallurgical drilling at Esaase and raising the height of the TSF. Development capital expenditure was $4.4 million in 2022 and related primarily to local community relocation costs, and Abore infill drilling and the AGM's feasibility study mentioned above.

The decrease in cash flows invested in MPP&E from 2021 to 2022 was primarily due to: lower deferred stripping costs ($8.6 million decrease); lower sustaining capital expenditures ($5.9 million decrease) as the prior period included higher costs related to raising the height of the TSF and the purchase of a spare mill girth gear; and lower development capital expenditure ($7.2 million decrease) as the prior period included costs to construct the Tetrem village relocation and water treatment plants.

Cash used in financing activities

During Q3 2022 and Q3 2021, $4.4 million and $2.2 million, respectively, of cash used in financing activities related primarily to lease payments on the JV's services and mining contractor lease agreements. The increase in cash outflows during Q3 2022 related to the wind down of mining operations at Akwasiso and Esaase.

During the nine months ended September 30, 2022, $15.1 million of cash used in financing activities related primarily to lease payments on the JV's services and mining contractor lease agreements. During the comparative period of 2021, cash used in financing activities of $50.6 million included $30.6 million of principal and interest payments on the revolving credit facility ("RCF"), preferred share distributions to the JV partners totaling $10.0 million and $10.0 million in lease payments.

Liquidity position

In October 2019, the JV entered into a $30.0 million RCF with Rand Merchant Bank. During the period, the maturity date of the RCF was extended to September 30, 2023 (with utilization subject to credit review) and the AGM will pay a facility maintenance fee of 0.70% per annum. As at September 30, 2022, the balance drawn under the RCF was nil (December 31, 2021 – nil).

As at September 30, 2022, the JV held cash and cash equivalents of $85.8 million, $6.5 million in gold on hand and $0.4 million in receivables from gold sales. This compares to December 31, 2021 when the JV held $49.2 million in cash and cash equivalents, $13.6 million in receivables from gold sales and $3.2 million in gold on hand.

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


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

5. Financial results of the Company

The following table is a summary of the Unaudited Condensed Consolidated Interim Statements of Operations and Comprehensive Income of the Company for the three and nine months ended September 30, 2022 and 2021.

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars, except per share amounts)   $     $     $     $  
                         
Service fee earned as operators of joint venture   1,381     1,284     3,995     3,764  
Share of net earnings related to joint venture   -     3,448     -     22,535  
General and administrative expenses   (3,490 )   (2,665 )   (8,246 )   (10,368 )
Exploration and evaluation expenditures   (281 )   (148 )   (473 )   (521 )
(Loss) income from operations and joint venture   (2,390 )   1,919     (4,724 )   15,410  
                         
Finance income   3,702     2,220     17,082     6,818  
Finance expense   (8 )   (11 )   (24 )   (43 )
Foreign exchange loss   (24 )   (10 )   (25 )   (35 )
Net income and comprehensive income after tax for the period   1,280     4,118     12,309     22,150  
                         
Net income per share:                        
   Basic   0.01     0.02     0.05     0.10  
   Diluted   0.01     0.02     0.05     0.10  
                         
Weighted average number of shares outstanding:                        
   Basic   224,943,453     224,943,453     224,943,453     224,656,842  
   Diluted   224,943,453     225,065,576     224,943,453     225,106,106  

Share of net earnings related to the AGM JV

The Company did not recognize its share of the JV's net earnings for the three and nine months ended September 30, 2022 as the recoverable amount of the Company's equity investment in the JV was nil at March 31, 2022, June 30, 2022, and September 30, 2022 (three and nine months ended September 30, 2021 - share of net earnings of $3.4 million and $22.5 million, respectively).

Service fee earned as operators of the AGM JV

Under the terms of the Joint Venture Agreement ("JVA"), the Company is the operator of the AGM and, in consideration for managing the operations of the mine, currently receives a gross annual service fee from the JV of $7.1 million (originally $6.0 million per annum, but adjusted annually for inflation). For the three and nine months ended September 30, 2022, the Company earned a gross service fee of $1.7 million (less withholding taxes payable in Ghana of $0.3 million) and $5.0 million (less withholding taxes payable in Ghana of $1.0 million), respectively.

During the three and nine months ended September 30, 2021, the Company earned a gross service fee of $1.6 million (less withholding taxes of $0.3 million) and $4.7 million (less withholding taxes of $0.9 million), respectively.  The increase in the gross service fee during 2022 was due to an annual inflationary adjustment.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

General and administrative expenses

G&A expenses for the three and nine months ended September 30, 2022 and 2021 comprised the following:

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars)   $     $     $     $  
Wages, benefits and consulting   (1,426 )   (1,778 )   (5,145 )   (6,273 )
Office, rent and administration   (379 )   (360 )   (982 )   (871 )
Professional and legal   (165 )   (118 )   (545 )   (479 )
Share-based compensation   (1,265 )   (173 )   (895 )   (2,106 )
Travel, marketing, investor relations and regulatory   (219 )   (199 )   (569 )   (528 )
Depreciation and other   (36 )   (37 )   (110 )   (111 )
Total G&A expense   (3,490 )   (2,665 )   (8,246 )   (10,368 )

G&A expenses in Q3 2022 were $0.8 million higher than Q3 2021 primarily due to a $1.1 million increase in share-based compensation expense resulting from granting deferred share units to directors of the Company which have no specific vesting conditions (thus the expense is recognized immediately on grant date), and an increase in the fair value of the Company's cash-settled share unit awards during the current period. This increase was partly offset by wages, benefits and consulting costs being $0.4 million lower in Q3 2022 due to a lower headcount.

G&A expenses for the nine months ended September 30, 2022 were $2.1 million lower than the comparative period in 2021 primarily due to wages, benefits and consulting costs being $1.1 million lower in 2022 due to a lower headcount, which was partly offset by higher costs related to corporate development initiatives. Additionally, share-based compensation expense decreased by $1.2 million in 2022 due to forfeited awards and a decrease in the fair value of underlying long‐term incentive plan awards.

Finance income

Finance income includes positive changes in the fair value of the Company's preferred share investment in the JV and interest earned on cash balances.  The increase in finance income during the three and nine months ended September 30, 2022 from the comparative periods in 2021 was due to a $3.4 million and $16.6 million positive fair value adjustment on the Company's preferred share investment in the JV, respectively, whereas the prior periods included a $2.2 million and $6.6 million positive fair value adjustment, respectively.

Interest earned on cash balances was also $0.3 million higher during the three and nine months ended September 30, 2022 relative to the comparative periods in 2021 due to rising interest rates.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

6. Selected quarterly financial data

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.

          2022           2021     2020  
    Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4  
    $     $     $     $     $     $     $     $  
Service fee earned as operators of joint venture   1,381     1,307     1,307     1,307     1,284     1,240     1,240     1,240  
Share of net (loss) earnings related to joint venture   -     -     -     (74,063 )   3,448     5,713     13,374     18,691  
General and administrative expenses   (3,490 )   (2,004 )   (2,752 )   (3,109 )   (2,665 )   (3,779 )   (3,924 )   (3,342 )
Exploration and evaluation expenditures   (281 )   (55 )   (137 )   (121 )   (148 )   (373 )   -     -  
(Loss) income from operations and joint venture   (2,390 )   (752 )   (1,582 )   (75,986 )   1,919     2,801     10,690     16,589  
Impairment of investment in joint venture   -     -     -     (7,631 )   -     -     -     -  
Other income (expense)   3,670     13,318     45     (7,416 )   2,199     2,203     2,338     1,082  
Net income (loss) after tax for the period   1,280     12,566     (1,537 )   (91,033 )   4,118     5,004     13,028     17,671  
Basic and diluted income (loss) per share   $0.01     $0.06     ($0.01 )   ($0.40 )   $0.02     $0.02     $0.06     $0.08  
                                                 
Adjusted net income (loss) after tax for the period1   1,280     12,566     (1,537 )   (14,478 )   4,118     5,004     13,028     17,671  
Adjusted basic and diluted income (loss) per share1   $0.01     $0.06     ($0.01 )   ($0.06 )   $0.02     $0.02     $0.06     $0.08  
                                                 
EBITDA1   (2,378 )   (727 )   (1,534 )   (83,553 )   1,946     2,876     10,664     16,458  

1 The Company has included the non-IFRS performance measures of adjusted net income (loss) after tax and adjusted net income (loss) per common share. Neither adjusted net income (loss) after tax 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) after tax excludes certain non-cash items from net income or net loss to provide a measure which helps the Company and investors to evaluate the results of the underlying core operations of the Company and its ability to generate cash flows and is an important indicator of the strength of the Company's operations and the performance of its core business.  Adjusted net loss after tax in Q4 2021 was derived by adding back the Company's share of the JV's impairment recorded at December 31, 2021 and the impairment recorded on the Company's equity investment in the JV.

The results of the Company are heavily influenced by its share of profits and losses related to the JV, which is directly related to the underlying performance of the AGM.

From Q4 2020 to Q3 2021, results reflected the gold price environment and the grade of deposits being mined.

The net loss in Q4 2021 was due to the Company recognizing its 45% interest in the $153.2 million impairment recorded by the JV associated with the AGM not being in a position to declare a mineral reserve at December 31, 2021.  Additionally, the Company recorded a $7.6 million impairment on its equity investment in the AGM JV during Q4 2021 again due to the inability of the AGM to declare mineral reserves as a result of metallurgical uncertainty of the material mined from Esaase.

Other expense for Q4 2021 includes a $7.5 million negative fair value adjustment on the Company's preference shares in the JV which resulted from the aforementioned impairment indicators.

During 2022, the Company did not recognize its share of the JV's net earnings as the recoverable amount of the Company's equity investment in the JV was nil at March 31, 2022, June 30, 2022, and September 30, 2022. Other income for Q2 2022 and Q3 2022 includes a $13.2 million and $3.4 million positive fair value adjustment on the Company's preference shares in the JV, respectively, largely driven by strong operating performance resulting in improved working capital of the AGM.

___________________________
1  See "8. Non-IFRS measures"


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

 

7. Liquidity and capital resources

A key financial objective of the Company is to actively manage its cash balance and liquidity in order to meet the Company's strategic plans, as well as those of the JV in accordance with the JVA. The Company shares control of the JV and aims to manage the JV in such a manner as to generate positive cash flows from the AGM's operating activities in order to fund its operating, capital and project development requirements. A summary of the Company's net assets and key financial ratios related to liquidity are presented in the table below.  Note that the September 30, 2022 and December 31, 2021 balances below do not include any assets or liabilities of the JV.

    September 30, 2022     December 31, 2021  
(in thousands of US dollars, except outstanding shares and options)   $     $  
             
Cash and cash equivalents   54,716     53,521  
Other current assets   3,555     8,147  
Non-current assets   91,000     74,528  
Total assets   149,271     136,196  
             
Current liabilities   3,644     2,643  
Non-current liabilities   655     790  
Total liabilities   4,299     3,433  
             
Total equity   144,972     132,763  
             
Working capital   54,627     59,025  
Total common shares outstanding   224,943,453     224,943,453  
Total options outstanding   8,827,170     11,680,170  
             
Key financial ratios            
Current ratio   15.99     23.33  
Total liabilities-to-equity   0.03     0.03  

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


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Commitments

The following table summarizes the Company's contractual obligations as at September 30, 2022 and December 31, 2021. Note the following table excludes commitments and liabilities of the JV as at September 30, 2022 and December 31, 2021.

    Within 1                       Total     Total  
(in thousands of US dollars)   year     1 - 3 years     4 - 5 years

Over 5 years     September 30, 2022     December 31, 2021  
Accounts payable and accrued liabilities   1,757     -     -     -     1,757     1,467  
Long-term incentive plan (cash-settled awards)   1,782     421     -     -     2,203     1,547  
Corporate office leases   123     251     -     -     374     501  
Total   3,662     672     -     -     4,334     3,515  

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

Contingencies

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

Cash flows

The following table provides a summary of the Company's cash flows for the three and nine months ended September 30, 2022 and 2021:

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars)   $     $     $     $  
Cash provided by (used in):                        
   Operating activities   1,542     (2,835 )   942     (10,648 )
   Investing activities   331     45     496     3,874  
   Financing activities   (32 )   106     (99 )   474  
Impact of foreign exchange on cash and cash equivalents   (130 )   (22 )   (144 )   (9 )
Increase (decrease) in cash and cash equivalents during the period   1,711     (2,706 )   1,195     (6,309 )
Cash and cash equivalents, beginning of period   53,005     58,548     53,521     62,151  
Cash and cash equivalents, end of period   54,716     55,842     54,716     55,842  


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Cash provided by (used in) operating activities

During Q3 2022, the Company generated cash flows from operations of $1.5 million (three months ended September 30, 2021 - utilized cash flows in operations of $2.8 million) as a $2.5 million positive working capital movement exceeded corporate head office expenses.  The positive working capital movement was largely due to collecting $3.8 million of the Company's service fee receivable from the JV.

During the nine months ended September 30, 2022, the Company generated cash flows from operations of $0.9 million (nine months ended September 30, 2021 - utilized cash flows in operations of $10.6 million) again resulting from a $4.5 million positive working capital movement mentioned above which exceeded corporate head office expenses.

The increase in cash provided by operating activities during the three and nine months ended September 30, 2022 was primarily due to the aforementioned collection of the Company's JV service fee (Q3 2022: $3.8 million collected; YTD 2022: $8.6 million collected) while corporate head office expenses (cash basis) were also lower in both periods due to a lower headcount (see "5. Financial Results of the Company").

Cash provided by investing activities

During the three and nine months ended September 30, 2022, cash provided by investing activities amounted to $0.3 million and $0.5 million, respectively, and comprised interest earned on cash balances.

During the three months ended September 30, 2021, cash provided by investing activities of $0.05 million comprised interest earned on cash balances. During the nine months ended September 30, 2021, cash provided by investing activities of $3.9 million included: $5.0 million distribution from the JV in the form of a preference share redemption and $0.4 million of interest earned on cash balances, which were partly offset by an acquisition of exploration properties in Mali for $1.5 million.

8. 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.

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

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

The Company has included the non-IFRS performance measures of operating cash costs per ounce and total cash costs per ounce on a by-product basis throughout this MD&A. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The Gold Institute, which ceased operations in 2002, was a non-regulatory body and represented a global group of suppliers of gold and gold products. The production cost standard developed by the Gold Institute remains the generally accepted standard of reporting cash costs of production by many gold mining companies. Management uses operating cash costs per ounce and total cash costs per ounce to monitor the operating performance of the JV. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, some investors use this information to evaluate the Company's performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate operating cash costs and total cash costs per ounce differently.

The following table provides a reconciliation of operating and total cash costs per gold ounce of the AGM to production costs of the AGM on a 100% basis (the nearest IFRS measure) as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2022 and 2021.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021


    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars, except per ounce amounts)   $     $     $     $  
Production costs as reported   41,845     57,531     147,331     176,840  
Other adjustments 4   -     (230 )   -     (1,026 )
Adjusted production costs   41,845     57,301     147,331     175,814  
Share-based compensation expense included in production costs   (13 )   212     48     (36 )
By-product revenue   (160 )   (112 )   (453 )   (514 )
Total operating cash costs   41,672     57,401     146,926     175,264  
Royalties   3,845     4,264     11,966     14,565  
Total cash costs   45,517     61,665     158,892     189,829  
Gold ounces sold   45,482     48,435     133,647     164,708  
Operating cash costs per gold ounce sold ($/ounce)   916     1,185     1,099     1,064  
Total cash costs per gold ounce sold ($/ounce)   1,001     1,273     1,189     1,153  

4 For the three and nine months ended September 30, 2021, total production costs have been adjusted to exclude one-time severance charges.

8.2 All-in sustaining costs per gold ounce

In June 2013, the World Gold Council, a non-regulatory association of many of the world's leading gold mining companies established to promote the use of gold to industry, provided guidance for the calculation of "all-in sustaining costs per gold ounce" in an effort to encourage improved understanding and comparability of the total costs associated with mining an ounce of gold. The Company has adopted the reporting of "all-in sustaining costs per gold ounce", which is a non-IFRS performance measure. The Company believes that the all-in sustaining costs per gold ounce measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, some investors use this information to evaluate the JV's performance and ability to generate cash flow, disposition of which is subject to the terms of the JVA. Other companies may calculate all-in sustaining costs per ounce differently. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

All-in sustaining costs adjust "Total cash costs" for G&A expenses, reclamation cost accretion, sustaining capitalized stripping costs (excludes operating pits which have not achieved steady-state operations), 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 AGM's financial statements. Sustaining capital expenditures are defined as those capital expenditures which do not materially benefit annual or life of mine gold ounce production at a mine site.  A material benefit to a mine site is considered to be at least a 10% increase in annual or life of mine production, net present value, or reserves compared to the remaining life of mine of the operation.  As such, sustaining costs exclude all expenditures at the AGM's 'new projects' and certain expenditures at the AGM's operating sites which are deemed expansionary in nature. Capitalized stripping costs represent costs incurred at steady-state operations during the period; these costs are not considered expansionary in nature as they relate to currently identified reserves and resources. Reclamation cost accretion represents the growth in the AGM's decommissioning provision due to the passage of time. This amount does not reflect cash outflows, but it is considered to be representative of the periodic costs of reclamation and remediation. 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 AGM's results as disclosed in the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2022 and 2021.

The following table provides a reconciliation of AISC of the AGM to production costs and various operating expenses of the AGM on a 100% basis (the nearest IFRS measure), as presented in the notes to unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2022 and 2021.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021


    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars except per ounce amounts)   $     $     $     $  
Total cash costs (as reconciled above)   45,517     61,665     158,892     189,829  
General and administrative expenses - JV 5   834     2,168     2,365     7,530  
Sustaining capital expenditures (see table below)   2,154     6,343     7,137     13,032  
Sustaining capitalized stripping costs   -     4,654     -     8,581  
Reclamation cost accretion   747     298     1,819     887  
Sustaining lease payments   4,308     2,139     14,739     9,999  
Interest on lease liabilities   23     121     193     284  
All-in sustaining cost   53,583     77,388     185,145     230,142  
Gold ounces sold   45,482     48,435     133,647     164,708  
All-in sustaining cost per gold ounce sold ($/ounce) - JV   1,178     1,598     1,385     1,397  
Average realized price per gold ounce sold ($/ounce)   1,687     1,758     1,787     1,765  
All-in sustaining margin ($/ounce)   509     160     402     368  
All-in sustaining margin   23,150     7,750     53,726     60,613  

5 Excluded from the G&A costs of the AGM are $15 of share-based compensation expense for the three months ended September 30, 2022 and $18.9 million related to one-time severance charges and a $28 credit of share-based compensation expense for the nine months ended September 30, 2022 (three and nine months ended September 30, 2021 - excludes a credit to share-based compensation expense of $55 and an expense of $37, respectively).

For the three and nine months ended September 30, 2022, the Company incurred corporate G&A expenses, net of the JV service fee, of $0.7 million and $3.2 million, respectively, which exclude share-based compensation expense and depreciation expense totaling $1.3 million and $1.0 million, respectively (three and nine months ended September 30, 2021 - G&A expenses, net of the JV service fee, of $1.2 million and $3.7 million, respectively, which exclude share‐based compensation expense, depreciation expense and severance payouts totaling $0.2 million and $2.9 million, respectively).

The Company's attributable gold ounces sold for the three and nine months ended September 30, 2022 were 20,467 and 60,141 (three and nine months ended September 30, 2021 - 21,796 and 74,119 gold ounces, respectively), resulting in additional all-in sustaining cost for the Company of $35/oz and $53/oz for the periods presented, respectively, in addition to the AGM's all-in sustaining cost presented in the above table (three and nine months ended September 30, 2021 - $54/oz and $50/oz, respectively).

The following table reconciles sustaining capital expenditures to cash flows used in investing activities of the AGM on a 100% basis (the nearest IFRS measure), as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2022 and 2021.

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars)   $     $     $     $  
Cash used in investing activities - JV   5,490     12,391     11,353     33,112  
Less:                        
Sustaining capitalized stripping costs   -     (4,654 )   -     (8,581 )
Non-sustaining capital expenditures   (3,480 )   (2,616 )   (4,361 )   (13,230 )
Change in AP related to capital expenditures not included in AISC   (1 )   1,175     (74 )   1,602  
Interest income received   145     47     219     129  
Total sustaining capital expenditures   2,154     6,343     7,137     13,032  

The majority of the non-sustaining capital expenditures during the three and nine months ended September 30, 2022 related primarily to local community relocation costs, Abore infill drilling and the AGM's feasibility study.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

The following table reconciles sustaining lease payments to cash flows used in financing activities of the AGM on a 100% basis (the nearest IFRS measure), as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2022 and 2021.

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars)   $     $     $     $  
Cash used in investing activities - JV   4,416     2,246     15,059     50,643  
Less :                        
Interest and fees paid on RCF   (108 )   (107 )   (320 )   (644 )
Distributions paid to JV partners   -     -     -     (10,000 )
Repayment of RCF   -     -     -     (30,000 )
Total sustaining lease payments   4,308     2,139     14,739     9,999  

8.3 EBITDA and Adjusted EBITDA

EBITDA provides an indication of the Company's continuing capacity to generate income from operations before considering the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income excluding interest expense, interest income, amortization and depletion, and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and non-cash items and includes the calculated Adjusted EBITDA of the JV. Other companies may calculate EBITDA and Adjusted EBITDA differently. The JV does not calculate this information for use by both JV partners, rather it is calculated by the Company solely for the Company's own disclosure purposes.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA attributable to the Company based on its economic interest in the JV to net income (the nearest IFRS measure) of the Company per the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2022 and 2021. All adjustments are shown net of estimated income tax.

    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars )   $     $     $     $  
Net income after tax for the period   1,280     4,118     12,309     22,150  
Add back (deduct):                        
Depreciation and depletion   36     37     110     111  
Finance income   (3,702 )   (2,220 )   (17,082 )   (6,818 )
Finance expense   8     11     24     43  
EBITDA for the period   (2,378 )   1,946     (4,639 )   15,486  
Add back (deduct):                        
Adjustment for non-cash long-term incentive plan compensation   242     247     (100 )   1,401  
Share of net earnings related to joint venture   -     (3,448 )   -     (22,535 )
Galiano's attributable interest in JV Adjusted EBITDA (below)6   -     7,471     -     33,803  
Adjusted EBITDA for the period   (2,136 )   6,216     (4,739 )   28,155  

6 The Company did not recognize its share of the JV's Adjusted EBITDA for the three and nine months ended September 30, 2022 as its equity investment in the JV was nil at September 30, 2022

The following table reconciles the JV's EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021 to the results of the JV as disclosed in note 6 to the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 and 2021.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021


    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars)   $     $     $     $  
JV net income after tax for the period   17,346     7,668     19,511     50,103  
Add back (deduct):                        
JV depreciation and depletion   5,531     10,516     27,545     32,925  
JV finance income   (158 )   (58 )   (234 )   (168 )
JV finance expense   3,858     614     5,435     2,256  
JV EBITDA for the period   26,577     18,740     52,257     85,116  
Add back (deduct):                        
JV severance costs   -     -     18,920     -  
JV mining contractor lease payments (capitalized leases)   (4,308 )   (2,139 )   (14,739 )   (9,999 )
JV Adjusted EBITDA for the period   22,269     16,601     56,438     75,117  
Galiano's attributable interest in JV Adjusted EBITDA for the period   -     7,471     -     33,803  

While the above figure reflects an estimate of the Company’s “attributable interest” in Adjusted EBITDA generated from the AGM, cash and cash equivalents held by the JV are not within the Company’s exclusive control as the disposition of cash from the JV is governed by the JVA. The JVA provides that “Distributable Cash” will be calculated and distributed quarterly, if available. “Distributable Cash” means an amount to be calculated at each calendar quarter-end, as being the lesser of (i) cash and cash equivalents which are projected at that time to be surplus to all the JV companies taken together, after providing for all amounts anticipated to be required to be paid during a period of at least the ensuing two calendar quarters in order to pay the net obligations (net of anticipated revenues during such two subsequent quarters) which will arise out of the operations contemplated by the current approved program and budget while also providing for retention of a reasonable amount of cash and cash equivalents for working capital, contingencies and reserves, all of which factors shall be considered by the management committee; and (ii) the maximum amount permissible for distributions to shareholders of a particular JV company at that time in accordance with applicable law and the terms of any third party loan or other agreement in effect which limits distributions from the JV companies. Distributable cash is to be paid out by the JV in certain priority generally to interest and principal of loans, redemption of the preferred shares issued by Shika Group Finance (of which shares each partner holds 132.4 million preferred shares as at September 30, 2022, after redemptions paid by the JV in 2019, 2020 and 2021) and finally as dividends on common shares of Asanko Gold Ghana Limited (which the JV partners own 45% each and the Government of Ghana holds 10%).

8.4 Free Cash Flow

The Company uses the financial measure Free Cash Flow, which is a non-IFRS financial measure, to supplement information in its unaudited condensed consolidated interim financial statements. Free Cash Flow does not have any standardized meaning prescribed under IFRS, and therefore it may not be comparable to similar measures employed by other companies. The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this information to evaluate the JV's performance with respect to its operating cash flow capacity to meet non-discretionary outflows of cash. The presentation of Free Cash Flow is not meant to be a substitute for the cash flow information presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measures. Free Cash Flow is calculated as cash flows from operating activities of the JV adjusted for cash flows associated with sustaining and non-sustaining capital expenditures and payments made to mining contractors for leases capitalized under IFRS 16.

The following table provides a reconciliation of Free Cash Flow of the AGM to its cash flows from operating activities on a 100% basis (the nearest IFRS measure), as presented in the notes to the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2022 and 2021.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

 
    Three months ended September 30,     Nine months ended September 30,  
    2022     2021     2022     2021  
(in thousands of US dollars )   $     $     $     $  
Cash flows from operating activities   26,075     26,473     64,344     72,649  
                         
Less:                        
  Cash flows used in investing activities   (5,490 )   (12,391 )   (11,353 )   (33,112 )
  Mining contractor lease payments (capitalized leases)   (4,308 )   (2,139 )   (14,739 )   (9,999 )
JV Free Cash Flow for the period   16,277     11,943     38,252     29,538  

9. Summary of outstanding share data

As of the date of this MD&A, there were 224,943,453 common shares of the Company issued and outstanding and 8,827,170 stock options outstanding (with exercise prices ranging between C$0.53 and C$2.20 per share). The fully diluted outstanding share count at the date of this MD&A is 233,770,623.

10. Related party transactions

As at September 30, 2022, the Company's related parties are its subsidiaries and the JV, its JV partners, and key management personnel (being directors and executive officers of the Company). During the normal course of operations, the Company enters into transactions with its related parties. During the three and nine months ended September 30, 2022, all related party transactions were in the normal course of business including compensation payments to key management personnel.

During the three and nine months ended September 30, 2022, other than compensation paid to key management personnel, the only related party transactions were with the JV in respect of the Company's service fee as operator of the AGM and costs incurred by the JV on behalf of the Company in respect of its wholly owned Asumura property. For the three and nine months ended September 30, 2022, the service fee was comprised of a gross service fee of $1.7 million and $5.0 million, respectively, less withholding taxes payable in Ghana of $0.3 million and $1.0 million, respectively (three and nine months ended September 30, 2021 - gross service fee of $1.6 million and $4.7 million, respectively, less withholding taxes payable in Ghana of $0.3 million and $0.9 million).  As at September 30, 2022, the Company had a $2.7 million receivable owing from the JV in relation to the Company's service fee earned for being the operator of the JV (December 31, 2021 - $7.3 million).

Additionally, as at September 30, 2022, accounts payable and accrued liabilities include a payable due to the JV in the amount of $0.4 million relating to services performed by the JV on the Company's wholly owned Asumura property in Ghana (December 31, 2021 - nil). During the three and nine months ended September 30, 2022, the JV provided administrative and exploration services on the Company's Asumura property totaling $0.2 million for both periods (three and nine months ended September 30, 2021 - nil for both periods).

11.  Critical accounting policies and estimates

11.1 Estimates and judgements

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in the unaudited condensed consolidated interim financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows. The Company's significant accounting judgments and estimates are presented in note 5 of the audited consolidated annual financial statements for the years ended December 31, 2021 and 2020. The following estimates had a significant effect on the Company's condensed consolidated interim financial statements and the financial results of the JV.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Mineral reserves

Estimates of the quantities of proven and probable mineral reserves form the basis for the JV's life‐of‐mine plans, which are used for a number of key business and accounting purposes, including: the calculation of depletion expense, the capitalization of stripping costs, the forecasting and timing of cash flows related to the asset retirement provision and impairment assessments, if any. To the extent that these estimates of proven and probable mineral reserves vary, there could be changes in depletion expense, stripping assets, asset retirement provisions and impairment charges recorded. The Company determined it was not in a position to declare mineral reserves for the AGM in its updated 2022 Technical Report.

As such, given that mining and processing operations continued during the period, the JV utilized internal models in order to estimate life of mine tonnes for the purpose of units-of-production depletion of mineral properties, plant and equipment and the timing of reclamation cash flows in the JV.

11.2 Changes in Accounting Policies including Initial Adoption

(a) Accounting standards adopted during the period

There were no new standards effective January 1, 2022 that had a material impact on the Company's unaudited condensed consolidated interim financial statements or are expected to have a material effect in the future.

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

There were no accounting standards or amendments to existing standards issued but not yet adopted as of September 30, 2022 that are expected to have a material effect on the Company's or the JV's financial statements in the future.

12. Risks and uncertainties

12.1 Financial instruments & risk

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

Management is not aware of any significant changes to the risks identified in the Company's most recently filed AIF nor has the Company's mitigation of those risks changed significantly during the nine months ended September 30, 2022.  Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, prospects and share price of the Company. If any of the risks actually occur, the business of the Company may be harmed, and its financial condition and results of operations may suffer significantly.

Financial instruments

As at September 30, 2022, the Company's financial instruments consist of cash and cash equivalents, accounts receivable, receivable due from related party, preferred shares in the JV, accounts payable and accrued liabilities and long-term incentive plan liabilities. The Company classifies cash and cash equivalents, accounts receivable and related party receivables as financial assets measured at amortized cost, while accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost. The preferred shares in the JV and the long-term incentive plan liabilities are a financial asset and a financial liability, respectively, measured at fair value through profit or loss, and both fall within Level 3 of the fair value hierarchy.

The credit risk, liquidity risk and market risk associated with the Company's financial instruments are disclosed in note 20 of the consolidated annual financial statements for the years ended December 31, 2021 and 2020. There were no material changes to credit risk, liquidity risk or market risk during the nine months ended September 30, 2022.

Despite the strengthening US dollar, the Company has limited foreign currency risk given the majority of its cash balances are held in US dollars. Additionally, despite the decline in gold prices in 2022, management's estimate of the fair value per ounce of in‐situ mineral resources used in the valuation of the Company's preferred share investment in the JV has not changed materially during the period given the strong operating performance of the AGM.


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

13.  Internal control

13.1 Internal Control over Financial Reporting

Management, including the CEO and CFO, have evaluated the Company's internal controls over financial reporting to determine whether any changes occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

During the three months ended September 30, 2022, there have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

13.2 Limitations of controls and procedures

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

14.  Qualified person

The exploration information 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, please see the Company's news releases dated January 18, 2022, August 25, 2022, and September 8, 2022 and filed on the Company's SEDAR profile at www.sedar.com. All other scientific and technical information contained in this MD&A has been approved by Mr. Richard Miller, P.Eng., Vice President Technical Services of Galiano or Alan Eslake, FAusIMM, Chief Metallurgist with Asanko Gold Ghana Limited. Mr. Pettman, Mr. Miller and Mr. Eslake are "Qualified Persons" as defined by Canadian National Instrument 43-101 (Standards of Disclosure for Mineral Projects) ("NI 43-101").

15.  Cautionary statements

15.1 Cautionary statement on forward-looking information

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

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


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

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


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

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 foregoing list of assumptions cannot be considered exhaustive.

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


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

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.

15.2 Cautionary note for United States investors

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

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

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

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

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


GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

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




Form 52-109F2

Certification of interim filings - full certificate

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended September 30, 2022.

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

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

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

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

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

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

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

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

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

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

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 9, 2022

/s/ Matt Badylak

_______________________

Matt Badylak

Chief Executive Officer



Form 52-109F2

Certification of interim filings - full certificate

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Galiano Gold Inc. (the "issuer") for the interim period ended September 30, 2022.

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

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

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

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

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

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

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

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

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

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

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 9, 2022

/s/ Matthew Freeman

_____________________

Matthew Freeman

Chief Financial Officer



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

GALIANO GOLD REPORTS Q3 2022 FINANCIAL AND OPERATING RESULTS

Vancouver, British Columbia, November 9, 2022 – Galiano Gold Inc. (“Galiano” or the “Company”) (TSX, NYSE American: GAU) reports third quarter (“Q3”) operating and financial results for the Company and the Asanko Gold Mine (“AGM”), located in Ghana, West Africa. The AGM is a 50:50 joint venture (“JV”) with Gold Fields Limited (JSE, NYSE: GFI) which is managed and operated by Galiano. All financial information contained in this release is unaudited and reported in US dollars.

Asanko Gold Mine JV Key Metrics (100% basis):

___________________________________
1 See "Non-IFRS performance measures"


Galiano Gold Highlights:

"The AGM had yet another strong financial and operating quarter; the combination of higher gold production and all-in sustaining margins1 resulted in a further strengthening of the AGM's balance sheet. Higher production for the quarter was driven by improved metallurgical recoveries and stockpile material performing better than expected. As a result of continued robust production, we are again revising 2022 gold production guidance for the AGM to 160,000 to 170,000 ounces," said Matt Badylak, President and Chief Executive Officer. "We are also pleased to have concluded the metallurgical test work program at Esaase which provides greater clarity on the deposit's metallurgical recoveries. These results, in conjunction with strong exploration success achieved during the quarter, pave the way to reinstate Mineral Reserves for the Asanko Gold Mine, which will be described in the upcoming Feasibility Study Technical Report prepared in full by independent consultants. This work is progressing on schedule and is expected to be completed in Q1 2023."

Asanko Gold Mine - Summary of Q3 2022 Operational and Financial Results (100% basis)

Asanko Gold Mine (100% basis)

Q3 2022

Q2 2022

Q1 2022

Q4 2021

Q3 2021

Ore mined ('000t)

144

675

1,075

1,623

1,464

Waste mined ('000t)

107

1,320

5,279

8,752

10,017

Total mined ('000t)

251

1,995

6,354

10,375

11,481

Strip ratio (W:O)

0.7

2.0

4.9

5.4

6.8

Average gold grade mined (g/t)

1.8

1.6

1.3

1.2

1.3

Mining cost ($/t mined)

25.27

8.30

4.64

3.75

3.28

Ore transportation from Esaase ('000 t)

699

901

1,304

1,264

1,272

Ore transportation cost ($/t trucked)

6.55

6.19

5.82

6.13

5.88

Ore milled ('000t)

1,423

1,406

1,482

1,472

1,542

Average mill head grade (g/t)

1.1

1.3

1.3

1.2

1.1

Average recovery rate (%)

88

84

69

91

90

Processing cost ($/t milled)

10.45

10.40

9.46

10.07

9.68

G&A cost ($/t milled)

4.89

5.40

6.17

5.86

5.78

Gold production (oz)

43,899

50,010

42,343

50,278

49,543

Gold sales (oz)

45,482

46,236

41,929

51,368

48,435

Average realized gold price ($/oz)

1,687

1,832

1,846

1,771

1,758




Asanko Gold Mine (100% basis)

Q3 2022

Q2 2022

Q1 2022

Q4 2021

Q3 2021

Total cash costs1 ($/oz)

1,001

1,218

1,361

1,257

1,273

All-in sustaining costs1 ($/oz)

1,178

1,431

1,559

1,539

1,598

All-in sustaining margin1 ($/oz)

509

401

287

232

160

All-in sustaining margin1 ($m)

23.2

18.5

12.0

11.9

7.8

Revenue ($m)

76.9

84.9

77.5

91.1

85.3

Income (loss) from mine operations ($m)

25.7

16.2

10.6

(8.9)

13.0

Adjusted net income (loss) after tax 1 ($m)

17.3

13.7

7.4

(11.4)

7.7

Cash provided by operating activities ($m)

26.1

34.3

3.9

14.0

26.5


3

 


Galiano Gold Inc. - Summary of Q3 2022 Financial Results

Galiano Gold Inc. (consolidated)

Q3 2022

Q2 2022

Q1 2022

Q4 2021

Q3 2021

Net income (loss) after tax ($m)

1.3

12.6

(1.5)

(91.0)

4.1

Net income (loss) after tax per share

0.01

0.06

(0.01)

(0.40)

0.02

Adjusted net income (loss) 1 ($m)

1.3

12.6

(1.5)

(14.5)

4.1

Adjusted net income (loss) per share1

0.01

0.06

(0.01)

(0.06)

0.02

This news release should be read in conjunction with Galiano's Management's Discussion and Analysis and the Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2022 and 2021, which are available at www.galianogold.com and filed on SEDAR.

1 Non-IFRS Performance Measures

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

Management of the Company uses total cash costs per gold ounce sold to monitor the operating performance of the JV.  Total cash costs include the cost of production, adjusted for share-based compensation expense, by-product revenue per ounce of gold sold and production royalties of 5%. Excluded from total cash costs are one-time severance charges and net realizable value adjustments on stockpile inventory resulting from lower expected gold recovery recorded in Q4 2021 as the magnitude of such adjustments were not indicative of costs in that period.

The Company has adopted the reporting of "all-in sustaining costs per gold ounce" ("AISC") as per the World Gold Council's guidance. AISC include total cash costs, corporate overhead expenses, sustaining capital expenditure, capitalized stripping costs, reclamation cost accretion and lease payments made to and interest expense on the AGM's mining and service contractors per ounce of gold sold.

EBITDA provides an indication of the Company's continuing capacity to generate income from operations before taking into account the Company's financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income (loss) excluding interest expense, interest income, amortization and depletion, and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and to include the Company's interest in the adjusted EBITDA of the JV. Other companies and JV partners may calculate EBITDA and Adjusted EBITDA differently.


The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use free cash flow to evaluate the JV's performance with respect to its operating cash flow capacity to meet non-discretionary outflows of cash. The presentation of free cash flow is not meant to be a substitute for the cash flow information presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measures. Free cash flow is calculated as cash flows from operating activities of the JV adjusted for cash flows associated with sustaining and non-sustaining capital expenditures and payments made to mining contractors for leases capitalized under IFRS 16.

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

Enquiries:

Todd Romaine

EVP Sustainability and Investor Relations

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

Telephone: 1-604-416-0088

Email: info@galianogold.com

About Galiano Gold Inc.

Galiano's vision is to build a sustainable business capable of long-term value creation for its stakeholders through a combination of exploration, accretive M&A activities and the disciplined deployment of its financial resources. The Company currently operates and manages the Asanko Gold Mine, located in Ghana, West Africa which is jointly owned with Gold Fields Ltd.  The Company is strongly committed to the highest standards for environmental management, social responsibility, and health and safety for its employees and neighbouring communities. For more information, please visit www.galianogold.com.

Cautionary Note Regarding Forward-Looking Statements

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

Forward-looking statements in this news release include, but are not limited to: the operating plans for the AGM under the JV between the Company and Gold Fields; planned drilling programs and use of the results; the expected restating of mineral reserves; the timing of the upcoming Feasibility Study Technical Report; and statements regarding the usefulness of certain non-IFRS measures. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to: the Company and Gold Fields will agree on the manner in which the JV will operate the AGM, including agreement on development plans and capital expenditures; the price of gold will not decline significantly or for a protracted period of time; the accuracy of the estimates and assumptions underlying mineral resource estimates; the ability of the AGM to continue to operate, produce and ship doré from the AGM site to be refined during the COVID-19 pandemic or any other infectious disease outbreak; 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 ability of the JV and the Company to comply with applicable governmental regulations and standards; the mining laws, tax laws and other laws in Ghana applicable to the AGM and the JV will not change, and there will be no imposition of additional exchange controls in Ghana; the success of the JV and the Company in implementing its development strategies and achieving its business objectives; the JV will have sufficient working capital necessary to sustain its operations on an ongoing basis and the Company will continue to have sufficient working capital to fund its operations and contributions to the JV; and the key personnel of the Company and the JV will continue their employment.


The foregoing list of assumptions cannot be considered exhaustive.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and you are cautioned not to place undue reliance on forward-looking statements contained herein. Some of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements contained in this news release, include, but are not limited to: the mineral resource estimates may change and may prove to be inaccurate; mineral reserves may not be reinstated; metallurgical recoveries may not be economically viable; risks associated with the Company ceasing its mining operations during 2022; 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; 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 operations may encounter delays in or losses of production due to equipment delays or the availability of equipment; outbreaks of COVID-19 and other infectious diseases may have a negative impact on global financial conditions, demand for commodities and supply chains and could adversely affect the Company's business, financial condition and results of operations and the market price of the common shares of the Company; the Company's operations are subject to continuously evolving legislation, compliance with which may be difficult, uneconomic or require significant expenditures; the Company may be unsuccessful in attracting and retaining key personnel; labour disruptions could adversely affect the Company's operations; 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; the Company's exploration programs may not successfully reinstate mineral reserves; risks associated with establishing new mining operations; the Company's common shares may experience price and trading volume volatility; the Company has never paid dividends; the Company's revenues are dependent on the market prices for gold, which have experienced significant recent fluctuations; the Company may not be able to secure additional financing when needed or on acceptable terms; Company shareholders may be subject to future dilution; risks related to the control of AGM cashflows and operation through a joint venture; risks related to changes in interest rates and foreign currency exchange rates; risks relating to credit rating downgrades; changes to taxation laws applicable to the Company may affect the Company's profitability and ability to repatriate funds; ability to repatriate funds; risks related to the Company's internal controls over financial reporting and compliance with applicable accounting regulations and securities laws; 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's primary asset is held through a joint venture, which exposes the Company to risks inherent to joint ventures, including disagreements with joint venture partners and similar risks; the Company may be liable for uninsured or partially insured losses; the Company may be subject to litigation; damage to 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 joint venture and 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; risks related to information systems security threats; the Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions; and the risk factors described under the heading "Risk Factors" in the Company's Annual Information Form.


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

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

Source: Galiano Gold Inc.