Galiano Gold Inc.

This annual report includes or incorporates by reference certain statements that constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this annual report and documents incorporated by reference herein and include statements regarding the Company's intent, belief or current expectation and that of the Company's officers and directors. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as "believe", "intend", "may", "will", "should", "plans", "anticipates", "believes", "potential", "intends", "expects" and other similar expressions.

Forward-looking statements include, but are not limited to, statements with respect to:

• the future price of gold;

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• the Company's operating plans for the Asanko Gold Mine ("AGM");

• the estimation of mineral reserves and mineral resources;

• the objective to increase mineral reserves and mineral resources, including any targets for additions to mineral reserves or mineral resources through exploration activities;

• the Company’s vision to grow its business into a sustainable mid-tier producer;

• the potential for future underground mining;

• the timing and amount of estimated future production from the AGM, including production rates and gold recovery;

• operating costs with respect to the operation of the AGM;

• capital expenditures that are required to sustain and expand mining activities;

• the meeting of working capital requirements, contractual obligations and other financial commitments as they fall due;

• the timing, costs and project economics associated with the Company's development plans for the AGM;

• the availability of capital to fund the AGM’s expansion and development plans;

• the focus of future exploration programs;

• any additional work programs to be undertaken by the Company;

• the Company’s planned and future drilling programs, including the timing thereof;

• the timing of fleet mobilization and expectations with respect to volumes mined at the Nkran deposit;

• expectations regarding processing plant milling capacity and milling rates;

• approval by the Government of Ghana of granting certain security to Rand Merchant Bank in respect of the revolving credit facility agreement;

• interpretation of the metallurgical testing results received to date and alignment with the metallurgical recovery model;

• timing of delivery of higher grade ore from the Abore and Esaase deposits and the effects of such on gold production levels;

• the ability of the AGM to maintain current inventory levels;

• the timing of the development of new deposits;

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• success of exploration activities;

• renewal of mining and exploration licenses and other permits necessary for mining operations;

• hedging practices;

• currency exchange rate fluctuations;

• central bank interest rate forecast;

• estimate of a legal provision;

• requirements for additional capital;

• operating cash flows;

• government regulation of mining operations;

• regulatory investigations, claims, lawsuits and other proceedings;

• environmental risks and remediation measures;

• advancement and implementation of the Company's sustainability program;

• alignment with International Council on Mining and Metals’ Mining Principles;

• unanticipated reclamation expenses;

• changes in accounting policies and resulting impact on disclosures;

• title disputes or claims; and

• limitations on insurance coverage.

The timing or magnitude of the events implied by these forward-looking statements, are inherently risky and uncertain.

Key assumptions upon which the Company's forward-looking statements are based, include the following, among others:

• the price of gold will not decline significantly or for a protracted period of time;

• the accuracy of the estimates and assumptions underlying mineral reserve and mineral resource estimates;

• the Company's ability to raise sufficient funds from future equity financings or debt facilities 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;

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• the AGM will not experience any significant uninsured production disruptions that would materially affect revenues and/or its financial condition;

• the ability of the Company to comply with applicable governmental regulations and standards;

• the mining laws, tax laws and other laws in Ghana applicable to the AGM will not change, and there will be no imposition of additional exchange controls in Ghana;

• the success of the Company in implementing its development strategies and achieving its business objectives;

• the Company will have sufficient working capital necessary to sustain its operations on an ongoing basis; and

• the key personnel of the Company will continue their employment.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. These assumptions should be considered carefully by readers.

Readers are advised to carefully review and consider the risk factors identified in the Company's Annual Information Form ("AIF") under the heading "Risk Factors" and in the other documents incorporated by reference herein for a discussion of the factors that could cause the Company's actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to:

• the value of the Company's mineral reserves and mineral resources and the outlook for profitable mining from its operations is dependent on continued strong gold prices and achieving planned production rates and life of mine costs per ounce to mine and produce gold. Gold prices are historically volatile, and gold can be subject to long periods of depressed prices;

• the estimation of mineral reserves and mineral resources is a subjective process, the accuracy of which is a function of the quantity and quality of available data and the assumptions made, and judgments used in the engineering and geological interpretation of that data and such assumptions and judgment may prove unreliable or mistaken. The Company’s estimates of mineral reserves and mineral resources may be subject to revision based on various factors, some of which are beyond its control;

• operational risks related to operating in Ghana;

• mining risks which affect all companies in the industry to different degrees include the impact and cost of compliance with environmental regulations and the actions of mining opposition groups, adverse changes in mining and reclamation laws and compliance with increasingly complex health and safety rules; and

• other general and specific risks detailed from time-to-time in the Company's quarterly filings, annual reports and annual filings with the SEC, and the risk factors described in our AIF under the heading "Risk Factors" that is incorporated by reference into this annual report.

Readers are further cautioned that the foregoing list of risk factors is not exhaustive, and it is recommended that readers consult the more complete discussion of the Company’s business, financial condition and prospects that is included in the Company’s AIF, and in other documents incorporated by reference herein. The forward-looking statements contained in this annual report are made as of the date hereof and, accordingly, are subject to change after such date.

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Although the Company believes that the assumptions on which the forward-looking statements are made are reasonable, based on the information available to the Company on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. The Company assumes no obligation to update or to publicly announce the results of any change to any of the forward-looking statements contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements, other than where a duty to update such information or provide further disclosure is imposed by applicable law, including applicable United States federal securities laws.

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING

ESTIMATES OF RESERVES AND MEASURED, INDICATED AND INFERRED RESOURCES

Disclosure regarding the Company’s mineral properties, including with respect to mineral reserve and mineral resource estimates included in this annual report, was prepared in accordance with Canadian National Instrument 43-101,Standards of Disclosure for Mineral Projects (“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. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to US companies. Accordingly, information contained in this annual report is not comparable to similar information made public by US companies reporting pursuant to SEC disclosure requirements.

NOTE TO UNITED STATES READERS REGARDING DIFFERENCES

BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted to prepare the documents incorporated by reference in this annual report in accordance with Canadian disclosure requirements, which are different from those of the US. The Company’s audited consolidated financial statements are prepared in accordance with IFRS as issued by the IASB. IFRS differs in certain respects from US GAAP and from practices prescribed by the SEC. Therefore, the Company’s historic financial statements and the financial statements incorporated by reference in this annual report may not be comparable to financial statements prepared in accordance with US GAAP.