Galiano Gold : First Quarter 2024 MD&A

MANAGEMENT'S DISCUSSION & ANALYSIS

1st Quarter

For the three months ended

March 31, 2024 and 2023

GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three months ended March 31, 2024 and 2023 (Expressed in United States dollars)

TABLE OF CONTENTS
1.	First quarter 2024 highlights	3-4
2.	Business overview	4-10
3.	Guidance and outlook	10
4.	Results of the Asanko Gold Mine	11-17
5.	Results of the Company	18-20
6.	Selected quarterly financial data	20-21
7.	Liquidity and capital resources	21-23
8.	Non-IFRS measures	24-28
9.	Summary of outstanding share data	29
10. Related party transactions	29
11. Critical accounting policies and estimates	29
12.	Risks and uncertainties	29-30
13.	Internal control	31
14.	Qualified Persons	31
15.	Cautionary statements	31-35

GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

This Management's Discussion and Analysis ("MD&A") of Galiano Gold Inc. ("Galiano" or the "Company") has been prepared by management as of May 2, 2024 and should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three months ended March 31, 2024 and 2023, the audited consolidated annual financial statements and the notes thereto for the year ended December 31, 2023 and the related MD&A. The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting of the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

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 SEDAR+ profile at www.sedarplus.caand the Company's website: www.galianogold.com.

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

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.

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GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

1. First quarter 2024 highlights

1. Acquisition of Gold Fields' 45% interest in the Asanko Gold Mine ("AGM")
   On March 4, 2024, the Company completed the previously announced acquisition of Gold Fields Limited's ("Gold Fields") 45% interest in the AGM joint venture (the "Acquisition"). The strategic rationale of the Acquisition is to consolidate ownership of the AGM, one of the largest gold mines in West Africa, and establish Galiano as a growing gold producer with robust financial strength. Following the Acquisition, the Company owns a 90% interest in the AGM with the Government of Ghana continuing to hold a 10% free-carried interest (non-controlling interest).
   Refer to section 2.1(a) for details on consideration payable to Gold Fields.
   The Company began consolidating the operating results, cash flows and net assets of the AGM commencing on March 4, 2024.
2. Key Metrics of the AGM
   The operational and financial results of the AGM have been consolidated into the Company from March 4, 2024. To enable a clear understanding of the operational performance at the mine asset level, the following highlights for the AGM are presented on a 100% basis for the entire three months ended March 31, 2024.
3. • Safety: There were no lost-time injuries ("LTI"), nor total recordable injuries ("TRI"), recorded during the first quarter. The 12‐ month rolling LTI and TRI frequency rates as of March 31, 2024 were 0.16 and 0.80 per million employee hours worked, respectively.
   • Production performance: Gold production of 30,386 ounces during the first quarter. Gold production is expected to increase in the second half of 2024 after completion of waste stripping at the Abore deposit, and therefore remains in line with 2024 production guidance of 140,000 to 160,000 ounces.
   • Milling performance: Achieved mill throughput of 1.5 million tonnes ("Mt") of ore at a grade of 0.8 grams per tonne ("g/t") during the first quarter. Metallurgical recovery in Q1 2024 was 83%.
   • Cost performance: Total cash costs1 of $1,180 per gold ounce ("/oz") and all-in sustaining costs1 ("AISC") of $1,793/oz for the three months ended March 31, 2024. AISC1 guidance for 2024 is forecast between $1,600/oz to $1,750/oz and is anticipated to be elevated relative to the life of mine average primarily due to waste stripping to access consistent ore feed at Abore, which will benefit future years production.
   • Cash flow generation: Generated positive cash flow from operations of $26.1 million and Free Cash Flow1 of $5.8 million during the first quarter. Free Cash Flow1 remained positive despite investing $12.4 million in waste stripping costs at the Abore deposit.
   • Financial performance: Gold revenue of $65.5 million generated from 31,840 gold ounces sold at an average realized price of $2,056/oz during the first quarter. Net income of $14.5 million and Adjusted EBITDA1 of $21.7 million during the first quarter.
   • Growth at Abore: Following successful 2023 and early 2024 infill drilling programs at Abore, a notable increase to the Abore Mineral Resource Estimate ("MRE") was completed effective March 31, 2024. The Abore Measured and Indicated Mineral Resource increased by 181,000 ounces or 38%.
   • Exploration focus: Planned 2024 exploration programs include drilling at Midras South to advance the deposit towards a potential maiden Mineral Reserve estimate, infill drilling at Adubiaso, early-stage drill testing at Target 3 and extension drilling at Gyagyatreso. The Company has also planned a drill program at Sky Gold B to investigate an anomalous trend, approximately 5km in length, that was identified during a 2023 soil survey program. A property wide reconnaissance program has also been designed to identify new target areas of interest.

1 See "8. Non-IFRS measures"

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GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

1.3 Highlights of the Company

• Robust liquidity: Following payment of $65.0 million to Gold Fields under the terms of the Acquisition, the Company ended the quarter with $130.8 million in cash and cash equivalents and no debt. For the three months ended March 31, 2024, the Company generated $13.0 million in cash flow from operations.
• Earnings: Net loss of $4.8 million or $0.02 per common share during the first quarter, which included the consolidation of the AGM's financial results effective from March 4, 2024. Adjusted net income1 for the first quarter was $6.5 million or $0.03 per common share.

2. Business overview

Following the closing of the Acquisition on March 4, 2024, Galiano owns a 90% equity interest in the entity that holds the AGM mining licenses and gold exploration tenements located on the Asankrangwa Gold Belt in the Republic of Ghana ("Ghana"), West Africa. The AGM consists of four main open-pit deposits: Abore, Nkran, Esaase and Miradani North, multiple satellite deposits and a carbon-in-leach ("CIL") processing plant, with a current capacity of 5.8 Mt per annum.

In addition to its interest in the AGM, the Company owns various exploration licenses across the highly prospective and underexplored Asankrangwa Gold Belt.

Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration, accretive business acquisitions and disciplined deployment of its financial resources. The Company's shares are listed on the Toronto Stock Exchange and the NYSE American under the symbol "GAU".

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GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2.1 Key business developments in 2024

a) Acquisition of Gold Fields' 45% interest in the AGM

The Company completed the Acquisition of Gold Fields' 45% interest in the AGM joint venture ("JV"), increasing Galiano's equity interest in the AGM to 90% on March 4, 2024.

Under the terms of the agreement, total consideration payable to Gold Fields comprised the following:

• $65.0 million cash payment, equivalent to Gold Fields' effective interest in the cash balance at the JV;
• the issuance of 28.5 million common shares of the Company, resulting in Gold Fields owning approximately 19.9% of the Company's issued and outstanding common shares;
• $55.0 million of deferred consideration comprised of a:

1. $25.0 million cash payment on or before December 31, 2025; and

1. $30.0 million cash payment on or before December 31, 2026 (collectively "Deferred Consideration").

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

• $30.0 million cash payment contingent upon production of 100,000 gold ounces from the Nkran deposit.

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

Galiano also entered into an amended investor rights agreement with Gold Fields, which includes a 12-month standstill period and other customary rights, including a pre-emptive right for Gold Fields to maintain its ownership interest as at closing of the Acquisition.

The Company's legal advisor in Ghana for the transaction was Kimathi Partners.

b) Increase to Abore Measured and Indicated ("M&I") MRE

Following successful 2023 and early 2024 infill drilling programs at Abore, a notable increase to the Abore MRE was completed effective March 31, 2024. This new estimate includes assay results from an additional 119 exploration drill holes, totaling 27,039m, completed since the December 31, 2022 MRE, as described in the report titled ""NI 43-101 Technical Report and Feasibility Study for the Asanko Gold Mine, Ashanti Region, Ghana" with an effective date of December 31, 2022 ("2023 Technical Report"). The net impact of the additional drilling exceeded conversion of the Inferred Mineral Resources to Indicated Mineral Resources. The Abore M&I Mineral Resources increased by 181,000 ounces (38%), as a result of improved grade (13%) and tonnage (22%) from 1.16 g/t to 1.31 g/t, and from 12.8 Mt to 15.6 Mt, respectively. Both estimates were based on an $1,800/oz gold price and an equivalent cut-off grade of 0.45 g/t gold.

These results, in addition to other infill and step out drilling results, will be used to update a consolidated AGM Mineral Reserve Estimate and an optimized Life of Mine plan in the fourth quarter of 2024.

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GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

Mineral Resource Statement for the AGM

Mineral Resource Estimate as of December 31, 2022, except Abore and Stockpiles, which are as of March 31, 2024.

		Measured			Indicated		Measured & Indicated Total		Inferred
	Tonnes	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au
	Grade	Contained	Grade	Contained	Grade	Contained	Grade	Contained
Deposit	(Mt)	(g/t)	(koz)	(Mt)	(g/t)	(koz)	(Mt)	(g/t)	(koz)	(Mt)	(g/t)	(koz)
Nkran	--	--	--	15.3	1.89	931	15.3	1.89	931	3.6	1.83	209
Esaase	--	--	--	30.6	1.25	1,227	30.6	1.25	1,227	8.2	1.26	334
Abore	--	--	--	15.6	1.31	658	15.6	1.31	658	1.4	1.14	50
Adubiaso	--	--	--	3.1	1.47	148	3.1	1.47	148	0.1	1.05	3
Akwasiso	--	--	--	1.4	1.16	52	1.4	1.16	52	0.2	1.28	9
Asuadai	--	--	--	1.6	1.23	64	1.6	1.23	64	0.1	1.29	4
Dynamite Hill	--	--	--	2.2	1.34	95	2.2	1.34	95	1.0	1.24	40
Midras South	--	--	--	--	--	--	--	--	--	5.4	1.32	232
Miradani	--	--	--	7.9	1.39	352	7.9	1.39	352	2.9	1.3	122
North
Stockpiles	2.1	0.69	47	--	--	--	2.1	0.69	47	--	--	--
Total	2.1	0.69	47	77.7	1.41	3,527	79.8	1.39	3,574	22.9	1.36	1,003

Notes:

• Mr. Malcolm Titley of CSA Global UK is the Qualified Person responsible for the Nkran Mineral Resource statement. Mr. Eric Chen, P.Geo., Vice President Mineral Resources for Galiano Gold Inc., is the Qualified Person responsible for the Stockpiles and Abore Mineral Resource statement. Dr. Oy Leuangthong, PEng and Mr. Glen Cole, PGeo of SRK Consulting (Canada) Inc. are Qualified Persons responsible Mineral Resource statements for Esaase, Miradani North, Adubiaso, Midras South, Akwasiso, Asuadai and Dynamite Hill.
• Mineral Resources are not Mineral Reserves and have not demonstrated economic viability. All figures have been rounded to reflect the relative accuracy of the estimates. Due to rounding, some columns or rows may not compute exactly as shown.
• Reported within an optimized pit shell assuming a price of USD1,800/oz gold and using various cut-off grades: 0.40 g/t gold for Nkran; 0.50 g/t in Oxides and 0.60 g/t gold in Transition and Fresh for Esaase; and 0.45 g/t gold for all other deposits. Metallurgical recovery of 94% for all deposits, except in Esaase, where gold recoveries vary based on lithology.
• All tonnages are reported as in situ dry tonnes.
• Mineral Resources are inclusive of Mineral Reserves.
• All quantities are reported on a 100% basis.
• The Stockpiles and Abore Mineral Resources are stated as of March 31, 2024 and all other deposits are stated with an effective date of December 31, 2022 and remain current.

c) Transition to higher grade processing

Since Q3 2022, the AGM's mill feed has been sourced primarily from lower grade existing stockpiles. On October 1, 2023, mining at the Abore deposit commenced, which is on track to deliver higher grade ore to the processing plant by the end of the second quarter of 2024. As a result, gold production in the second half of 2024 is expected to be higher than the first half of the year.

d) Changes to the Board of Directors

Dr. Michael Price has informed the Company that he will retire from the Board of Directors. The Company would like to express its gratitude to Dr. Price for his many years of leadership and service to the Company and its shareholders.

Galiano is also pleased to announce that Mr. Navin Dyal and Dr. Moira Smith will be nominated for appointment to the Board at the Company's upcoming Annual General Meeting. Further to the Company's news release dated April 18, 2024, Galiano wishes to clarify

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GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

that Mr. Navin Dyal and Dr. Moira Smith will be recommended to Galiano shareholders for election to the Board of Directors at the Company's Annual General Meeting to be held on June 13, 2024 and will not be appointed prior to the Annual General Meeting.

Mr. Navin Dyal is currently the Chief Financial Officer of Dundee Precious Metals Inc., and has over 20 years of finance and public company experience. Mr. Dyal is an accomplished senior executive with a track record of success in financial and strategic leadership, capital funding and mergers and acquisitions. Prior to Dundee Precious Metals, Mr. Dyal was the Senior Vice President and Chief Financial Officer at Teranga Gold Corporation for nine years prior to its acquisition by Endeavour Mining Corporation. He spent seven years with Barrick Gold Corporation in progressively senior finance positions and was an auditor with PricewaterhouseCoopers earlier in his career. Mr. Dyal is a Chartered Professional Accountant, Chartered Accountant and holds a Bachelor of Commerce from the University of Toronto.

Dr. Moira Smith, P. Geo., has over 30 years of expansive industry experience. Dr. Smith has held key positions from Vice President, Exploration and Geoscience with Liberty Gold, Chief Geologist, Nevada for Fronteer Gold and Senior Geologist and U.S. Exploration Manager with Teck. She has held board or executive positions with many industry associations and is a past President of the Society of Economic Geologists and recent winner of the Colin Spence award from the Association for Mineral Exploration of B.C. Dr. Smith received her Ph.D., Geology, from the University of Arizona and is a member in good standing with numerous professional organizations. Dr. Smith is also a director of Discovery Metals Corp.

2.3 Financial and operating highlights

The Company's highlights for the quarter include the operating results, cash flows and net assets of the AGM from March 4, 2024 onwards.

	Three months ended March 31,
(All amounts in 000's of US dollars, unless otherwise stated)	2024	2023
Galiano Gold Inc.

Revenue

Income from mine operations

Net (loss) income

Adjusted net income1

Adjusted EBITDA1

Cash and cash equivalents

Cash generated from (used in) operating activities

31,695

4,646

(4,759)

6,493

3,676

130,804

13,028

-

-

8,493

8,493

6,739

56,173

(543)

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GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

The Company has also presented the following highlights for the AGM, which are on a 100% basis, for the three months ended March 31, 2024 and 2023, to enable a clear comparison to the financial and operating performance of the mine with the corresponding period in the prior quarter.

	Three months ended March 31,
(All amounts in 000's of US dollars, unless otherwise stated)	2024	2023
Asanko Gold Mine (100% basis)
Financial results
Revenue	65,602	65,193
Income from mine operations	23,496	24,657
Net income	14,457	20,614
Adjusted EBITDA1	21,682	22,863
Cash generated from operating activities	26,105	18,943
Free cash flow1	5,813	11,959
AISC margin1	8,374	20,471
Operating results

Gold produced (ounces) Gold sold (ounces)

Average realized gold price ($/oz)

Total cash costs ($ per gold ounce sold)1 AISC ($ per gold ounce sold)1

30,386

31,840

2,056

1,180

1,793

32,678

35,174

1,850

1,083

1,268

2.4 Environmental, Social and Corporate Governance ("ESG")

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

The Company implements its sustainability program with a focus on four key areas: (1) protecting human rights; (2) maintaining the occupational health and safety of employees and the local catchment communities; (3) advancing the socio-economic welfare and health of local catchment communities; and (4) managing environmental impacts of operations and exploration activities. For further details on the Company's sustainability program, refer to the Company's 2022 Sustainability Report (the "2022 Sustainability Report") published on July 27, 2023, which is available on the Company's website at www.galianogold.com. The disclosures and metrics of the 2022 Sustainability Report align with international reporting standards including the Global Reporting Initiative and the Metals and Mining Standards of the Sustainability Accounting Standards Board.

In May 2023, the Canadian Parliament passed Bill S-211, an act to enact the Fighting Against Forced Labour and Child Labour in Supply Chains Act and to amend the Customs Tariff. This will require Canadian companies to annually report on the due diligence steps they are taking to both identify and address labour risks in their supply chain. The Company has determined that it meets the criteria to adhere to these reporting requirements and will provide a detailed report and respond to a questionnaire on measures it has taken to identify, address, and prevent forced labour, prison labour, and child labour in its supply chain. The Company intends to submit its report and the questionnaire by no later than May 31, 2024, to the Minister of Public Safety and Emergency Preparedness.

In June 2023, the International Sustainability Standards Board ("ISSB") released its inaugural IFRS Sustainability Disclosure Standards, specifically IFRS S1 "General Requirements for Disclosure of Sustainability-related Financial Information" and IFRS S2 "Climate-related Disclosures", the purpose of which is to standardize a single, global baseline of sustainability disclosures for capital markets. IFRS S1 provides a set of disclosure requirements designed to enable companies to communicate to investors about the sustainability-related 8

GALIANO GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

risks and opportunities they face over the short, medium and long term. IFRS S2 sets out specific climate-related disclosures and is designed to be used in conjunction with IFRS S1. Both standards fully incorporate the recommendations of the Task Force on Climate- related Financial Disclosures ("TCFD"). IFRS S1 and IFRS S2 are effective for annual reporting periods beginning on or after January 1, 2024, with early adoption permitted.

Although the ISSB has issued IFRS S1 and IFRS S2, the standards are not currently mandated in Canada. The Canadian Securities Administrators are responsible for Canadian reporting issuer disclosure requirements. The Canadian Sustainability Standards Board ("CSSB") was formed to review the final ISSB standards and consider their suitability for adoption in Canada. In March 2024, the CSSB released proposals on its first two Canadian Sustainability Disclosure Standards ("CSDS") - Exposure Draft CSDS 1, General Requirements for Disclosure of Sustainability-related Financial Information, and Exposure Draft CSDS 2, Climate-related Disclosures. Exposure Drafts CSDS 1 and 2 are aligned with the global baseline disclosure standards IFRS S1 and IFRS S2, with the exception of a Canadian-specific effective date and transition relief to assist Canadian organizations with implementation. The CSSB has proposed an effective date for annual reporting periods beginning on or after January 1, 2025. However, Canada's regulators and legislators will determine whether CSDSs should be mandated, which organizations will need to apply the standards and over what time frame. The Canadian Securities Administrators have issued a statement noting that they will seek consultation on a revised climate-related disclosure rule following the finalization of CSDS 1 and 2.

The Company is currently evaluating how the CSDSs will impact its future disclosure obligations.

On March 6, 2024, the Securities and Exchange Commission ("SEC") issued a final rule that requires registrants to provide climate-related disclosures in their annual reports and registration statements. However, SEC reporting issuers filing on Form 40-F, like Galiano, are exempt from the SEC's ESG disclosure rule.

2.5 Macroeconomic factors

Gold Price

The price of gold is the largest single factor in determining the Company's profitability and cash flow from operations. Therefore, the financial performance of the Company is expected to be closely linked to the price of gold. Historically, the price of gold has been subject to volatile price movements over short periods of time and is affected by numerous macroeconomic factors that are beyond the Company's control. The price of gold may be impacted from time to time by currency exchange rate fluctuations and the relative strength of the U.S. dollar, the supply of and demand for gold, and macroeconomic factors such as the level of interest rates and inflation expectations. During Q1 2024, the price of gold fluctuated between a low of $1,985/oz in February and a high of $2,214/oz in March,

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