Galiano Gold Announces Revisions to Omnibus Equity Incentive Plan

Executive Summary

• Galiano Gold's Board of Directors has approved amendments to its proposed Omnibus Equity Incentive Plan following suggestions from Institutional Shareholder Services (ISS).
• The amended Plan requires shareholder approval and will be presented at the upcoming Annual General & Special Meeting on June 11, 2026.
• The Toronto Stock Exchange has granted conditional approval for the amended Plan.

Key Details

• Amendments requiring shareholder approval include:
  • Extending the term of stock options beyond the original expiry date.
  • Reducing the exercise price of any stock options or share appreciation rights for eligible participants.
  • Permitting the cancellation of a stock option and replacement with an option featuring a lower exercise price.
  • Modifying the definition of "eligible participant" to potentially allow the introduction or reintroduction of non-employee directors on a discretionary basis, or increasing limits on non-employee director participation.
  • Allowing stock options granted under the Plan to be transferable or assignable for purposes other than estate settlement.
  • Granting the Board additional powers to amend the Plan or entitlements without shareholder approval.
• Filings: The amended Plan has been filed on SEDAR+ and with the U.S. Securities and Exchange Commission (SEC).
• Supersession: This amended Plan replaces the version included in the Company's Management Information Circular dated April 30, 2026.