Galiano Gold Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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Jun 30, 2025 · Filed Aug 14, 2025
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EX-99.2 · INTERNAL CONTROL
GALIANO GOLD INC.Management's Discussion and AnalysisFor the three and six months ended June 30, 2025 and 2024
As at June 30, 2025, the carrying and fair values of the Company's financial instruments by category are as follows (in thousands of US dollars):
| Fair value through | ||||
|---|---|---|---|---|
| profit or loss | Amortized cost | Carrying value | Fair value | |
| As at June 30, 2025 | $ | $ | $ | $ |
| Financial assets | ||||
| Cash and cash equivalents | - | 114,681 | 114,681 | 114,681 |
| Accounts receivable | - | 58 | 58 | 58 |
| Marketable securities(1) | 3,077 | - | 3,077 | 3,077 |
| Total financial assets | 3,077 | 114,739 | 117,816 | 117,816 |
| Financial liabilities | ||||
| Accounts payable and accrued liabilities(2) | 39,408 | 66,332 | 105,740 | 105,740 |
| Lease liabilities | - | 44,588 | 44,588 | 44,588 |
| Deferred consideration | - | 51,636 | 51,636 | 51,636 |
| Contingent consideration | 18,055 | - | 18,055 | 18,055 |
| Nkran royalty | 5,430 | - | 5,430 | 5,430 |
| Other non-current liabilities(2) | 13,224 | - | 13,224 | 13,224 |
| Total financial liabilities | 76,117 | 162,556 | 238,673 | 238,673 |
(1) Marketable securities are presented within prepaid expenses and other in the Statement of Financial Position.
(2) Accounts payable and other non-current liabilities include long-term incentive plan and gold hedge derivative liabilities, which are measured at fair value through profit or loss.
INTERNAL CONTROL
Internal control over financial reporting ("ICFR")
Management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), have evaluated the Company's ICFR to determine whether any changes occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.
During the six months ended June 30, 2025, there have been no changes in ICFR that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.
Limitations of controls and procedures
The Company's management, including the CEO and CFO, believes that any disclosure controls and procedures or ICFR, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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