Galiano seeks to amend omnibus equity incentive plan

Executive Summary

• Galiano Gold's board of directors has approved amendments to its proposed Omnibus Equity Incentive Plan following recommendations from Institutional Shareholder Services (ISS).
• The amended plan requires shareholder approval at the upcoming annual general and special meeting scheduled for June 11, 2026.
• The Toronto Stock Exchange has granted conditional approval for the amended plan.

Key Details

• Amendments Requiring Shareholder Approval:
  • 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.
  • The cancellation and replacement of stock options with options featuring a lower exercise price.
  • Changes to the definition of "eligible participant" regarding the discretionary introduction or reintroduction of non-employee directors.
  • Permitting the transferability or assignability of stock options granted under the plan (other than for estate settlement purposes).
  • Granting the board additional powers to amend the plan or entitlements without shareholder approval.
• Regulatory Filings: The amended plan has been filed on SEDAR+ and with the U.S. Securities and Exchange Commission (SEC).
• Plan Supersession: This amended plan replaces the version included in Appendix B of the company's management information circular dated April 30, 2026.