Galiano Gold (GAU) schedules 2026 virtual AGM with director elections and pay vote

Rhea-AI Filing Summary

Galiano Gold Inc. has scheduled its 2026 Annual General and Special Meeting of shareholders as a fully virtual event on June 11, 2026, at 10:00 am PDT. Shareholders are directed to the Management Information Circular for details on how to participate and vote.

The meeting will cover six items, including receiving audited financial statements for the year ended December 31, 2025, setting the board size at eight, electing eight directors, appointing the auditor and approving their remuneration, approving a proposed Omnibus Equity Incentive Plan, and a non-binding advisory vote on the Company’s executive compensation approach.

Key Figures

AGM date and time: June 11, 2026, 10:00 am PDT Board size: 8 directors Financial statements period: Year ended December 31, 2025

3 metrics

AGM date and time June 11, 2026, 10:00 am PDT Scheduled time for 2026 virtual Annual General and Special Meeting

Board size 8 directors Number of directors to be fixed and elected for the ensuing year

Financial statements period Year ended December 31, 2025 Audited financial statements to be received at the AGM

Key Terms

Omnibus Equity Incentive Plan, non-binding advisory resolution, Management Information Circular, notice-and-access provisions, +1 more

5 terms

Omnibus Equity Incentive Plan financial

"to approve the Company's proposed Omnibus Equity Incentive Plan;"

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

non-binding advisory resolution regulatory

"authorize and approve a non-binding advisory resolution accepting the Company's approach"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

Management Information Circular regulatory

"should refer to the Company's Management Information Circular (the "Proxy Circular")"

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

notice-and-access provisions regulatory

"The Company has elected to use the notice-and-access provisions under National Instrument 51-102"

A set of rules that lets companies send shareholders a short notice telling them where to find full meeting and voting materials online instead of mailing paper copies. For investors this changes how and when they receive important information and cast votes—like getting an email with a link instead of a paper packet—so it can speed delivery and cut costs but also requires checking the online materials promptly to stay informed and exercise voting rights.

Annual General and Special Meeting regulatory

"advises its Annual General and Special Meeting of shareholders ("AGM") will be held"

A combined annual general and special meeting is a formal gathering of a company’s shareholders to handle routine yearly business—like approving financial statements and electing directors—and to decide on one-off or significant matters that need shareholder approval, such as major asset sales or changes to corporate rules. Investors care because votes cast there can change who runs the company, alter its strategy or capital structure, and signal broader shareholder support or opposition, much like homeowners voting on routine upkeep and a special renovation in a neighborhood association.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File No. 001-33580

GALIANO GOLD INC.
(Translation of registrant's name into English)

Suite 1640, 1066 West Hastings Street
Vancouver, British Columbia, V6E 3X1, Canada
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F  [  ]  Form 40-F [X]

SUBMITTED HEREWITH

Exhibit		Description
99.1		News Release dated May 1, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GALIANO GOLD INC.

/s/ Fausto Di Trapani

Fausto Di Trapani

Executive Vice President and Chief Financial Officer

Date: May 1, 2026

GALIANO GOLD 2026 ANNUAL GENERAL AND SPECIAL
MEETING INFORMATION

Vancouver, British Columbia, May 1, 2026 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) advises its Annual General and Special Meeting of shareholders ("AGM") will be held as a fully virtual meeting on Thursday, June 11, 2026, at 10:00 am PDT. Shareholders who intend to participate in the AGM should refer to the Company's Management Information Circular (the "Proxy Circular") for details regarding how to participate.

The AGM is being held to: (i) receive the audited financial statements of the Company for its fiscal year ended December 31, 2025, and the report of the auditor thereon; (ii) fix the number of directors to be elected at eight; (iii) elect directors of the Company for the ensuing year; (iv) appoint the auditor of the Company for the ensuing year and to authorize the directors to fix the auditor's remuneration; (v) to approve the Company's proposed Omnibus Equity Incentive Plan; and (vi) authorize and approve a non-binding advisory resolution accepting the Company's approach to executive compensation.

The Company has nominated eight nominees for election as directors, being current directors Paul Wright, Judith Mosely, Dawn Moss, Greg Martin, Moira Smith, Navin Dyal, Lauren Roberts and Matt Badylak.

The Company has elected to use the notice-and-access provisions under National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer for the AGM. Materials for the AGM, including the Proxy Circular, have been filed under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and are also available on the Company's website at www.galianogold.com/investors/annual-meeting.

Any shareholder who wishes to receive a paper copy of the Proxy Circular should contact the Company at Suite 1640, 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1, by telephone: (604) 683-8193, by telephone toll-free: 1-855-246-7341, by fax: (604) 683-8194 or by email: info@galianogold.com. A shareholder may also use the toll-free number noted above to obtain additional information about the notice-and-access provisions.

Contact Information

Toll-Free (N. America): 1-855-246-7341
Email: info@galianogold.com

About Galiano Gold Inc.

Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration and disciplined deployment of its financial resources. The Company operates and manages the Asanko Gold Mine, which is located in Ghana, West Africa. Galiano is committed to the highest standards for environmental management, social responsibility, and the health and safety of its employees and neighbouring communities. For more information, please visit www.galianogold.com.

FAQ

What is the purpose of Galiano Gold (GAU) 2026 Annual General and Special Meeting?

The meeting will address six key items, including receiving 2025 audited financial statements, setting the board at eight directors, electing directors, appointing the auditor, approving an Omnibus Equity Incentive Plan, and holding a non-binding advisory vote on executive compensation.

When and how will Galiano Gold (GAU) hold its 2026 AGM?

Galiano Gold will hold its 2026 Annual General and Special Meeting as a fully virtual meeting on June 11, 2026, at 10:00 am PDT. Shareholders should consult the Management Information Circular for instructions on accessing and participating in the online meeting platform.

Which directors has Galiano Gold (GAU) nominated for election at the 2026 AGM?

The company has nominated eight current directors: Paul Wright, Judith Mosely, Dawn Moss, Greg Martin, Moira Smith, Navin Dyal, Lauren Roberts and Matt Badylak. Shareholders will be asked to elect these nominees to serve on the board for the ensuing year.

What is Galiano Gold’s proposed Omnibus Equity Incentive Plan?

The Omnibus Equity Incentive Plan is a proposed compensation framework that shareholders will be asked to approve at the AGM. It is designed to provide equity-based incentives, aligning stakeholders through share-based awards, subject to the full terms outlined in the Management Information Circular.

How can Galiano Gold (GAU) shareholders access AGM materials and the Proxy Circular?

AGM materials, including the Proxy Circular, are available on SEDAR+, EDGAR and the company’s website. Shareholders may also request a paper copy by mail, telephone, fax or email using the contact information provided by Galiano Gold in the meeting notice.

What is the non-binding advisory vote on executive compensation at Galiano Gold (GAU)?

Shareholders will consider a non-binding advisory resolution accepting Galiano Gold’s approach to executive compensation. This vote allows shareholders to express their views on pay practices, although the resolution does not legally bind the board or change compensation arrangements directly.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 4.7 KB