Galiano Gold Inc.

SECTION 3

UTILISATION

5 Utilisation

5.1 Delivery of a Utilisation Request

5.1.1 The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request.

5.1.2 Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a Utilisation Request is 11h00 five (5) Business Days before the Utilisation Date for the proposed Loan.

5.1.3 Each Utilisation Request is irrevocable.

5.2 Completion of a Utilisation Request

A Utilisation Request will not be regarded as having been duly completed unless:

5.2.1 the proposed Utilisation Date is a Business Day within the Availability Period;

5.2.2 the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

5.2.3 it identifies the proposed Interest Period and that Interest Period complies with Clause 9 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

5.3 Currency and amount

5.3.1 The currency specified in a Utilisation Request shall be United States Dollars.

5.3.2 The amount of the proposed Loan shall be an amount which is not more than the Available Facility and which is a minimum of USD2,000,000 and an integral multiple of USD1,000,000 units or, if less, the Available Facility.

5.4 Lenders' participation

5.4.1 If the conditions set out in this Agreement have been met, each Lender shall advance and lend to the Borrower, who shall borrow from that Lender, that Lender's share in each Loan to be advanced under the Facility. Each Lender shall make its share in a Loan available to the Facility Agent by no later than 10h00 on the applicable Utilisation Date for disbursement to the Borrower.