Atico Mining Corporation — Management Reports 2022

Aug 17, 2022

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ATICO MINING CORPORATION

MANAGEMENT’S DISCUSSION & ANALYSIS

For the six months ended June 30, 2022

Atico Mining Corporation Corporate Office: Suite 501 - 543 Granville Street, Vancouver BC, Canada V6C 1X8 Business Development Office: Av. Pardo y Aliaga 640 Piso 17, San Isidro, Lima, Peru

T +1 (604) 633-9022 T (51-1) 616-6060 ext 2

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

GENERAL

This management’s discussion and analysis (“MD&A”) for Atico Mining Corporation (the “Company” or “Atico”) is intended to help the reader understand the significant factors that have affected Atico and its subsidiaries performance and such factors that may affect its future performance. This MD&A, which has been prepared as of August 11, 2022, should be read in conjunction with the Company’s condensed interim consolidated financial statements for the six months ended June 30, 2022 and the related notes contained therewith. The Company reports its financial position, financial performance and cash flows in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar amounts included in the following MD&A are in the United States (“US”) dollars except where noted. These documents and other information relevant to the Company’s activities are available for viewing on SEDAR at www.sedar.com.

This MD&A refers to certain non-GAAP financial measures such as cash cost per tonne of processed ore and cash cost per pound of payable copper produced, used by the Company to manage and evaluate operating performance. These measures are widely reported in the mining industry but do not have a standardized meaning and may differ from methods used by other companies with similar descriptions. The Company believes that certain investors use these non-GAAP financial measures to evaluate the Company’s performance. Accordingly, non-GAAP financial measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. To facilitate a better understanding of these measures as calculated by the Company, we have provided detailed descriptions and reconciliations as required.

INDEX

Company Overview ........................................................................................................................................................................... 3 Second Quarter 2022 Financial and Operating Highlights .................................................................................................................. 3 Results of Operations ........................................................................................................................................................................ 4 Corporate Updates ............................................................................................................................................................................ 7 Outlook .............................................................................................................................................................................................. 7 Summary of Quarterly Results ........................................................................................................................................................... 8 Second Quarter Financial Results ..................................................................................................................................................... 8 Six Months Financial Results ............................................................................................................................................................. 9 Liquidity and Capital Resources ....................................................................................................................................................... 10 Transactions with Related Parties .................................................................................................................................................... 12 Financial Instruments ....................................................................................................................................................................... 12 Contingency and Commitment ......................................................................................................................................................... 12 Critical Accounting Estimates and Judgments.................................................................................................................................. 13 Off-Balance Sheet Arrangements .................................................................................................................................................... 13 Proposed Transactions .................................................................................................................................................................... 13 Share Position and Outstanding Warrants and Options ................................................................................................................... 13 Non-GAAP Financial Measures ....................................................................................................................................................... 14 Qualified Persons ............................................................................................................................................................................ 15 Risk Factors .................................................................................................................................................................................... 16 Cautionary Statement on Forward-Looking Statements ................................................................................................................... 17

Management’s Discussion and Analysis - Page 2

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

COMPANY OVERVIEW

The Company was incorporated under the laws of the Yukon Territory on April 15, 2010, continued pursuant to the laws of British Columbia effective October 17, 2011, and its fiscal year end is December 31. The Company is headquartered at Suite 501 - 543 Granville Street, Vancouver, British Columbia, Canada and has regional offices in Colombia, Peru, and Ecuador.

The Company is engaged in copper-gold mining and related activities including exploration, development, extraction, and processing in Colombia and the acquisition, exploration and development of copper and gold projects in Latin America. The Company completed its initial public offering (“IPO”) in March 2012. In conjunction with the IPO, Atico began trading on the TSX Venture Exchange (“TSXV”) under the symbol “ATY”.

On November 22, 2013, the Company completed the exercise of its mineral property purchase option, acquiring 90% of the shares of Minera El Roble S.A. (“MINER”), the owner of the El Roble mineral property and took control of the producing El Roble mine and 6,355 hectares of surrounding claims. MINER’s principal asset is the operating El Roble underground copper-gold-silver mine and processing plant, located in Choco, Colombia. With a historic nominal capacity of 400 tonnes per day, the mine had processed over twenty-three years, 1.5 million tonnes of ore at an average head grade of 2.6% copper and an estimated gold grade of 2.5 grams per tonne (“g/t”). Since obtaining control of the mine on November 22, 2013, the Company has upgraded the operation from the historic nominal capacity of 400 tonnes per day to the current nominal capacity of 1,000 tonnes per day.

On September 11, 2019, the Company completed its plan of arrangement (the “Arrangement”) pursuant to a definitive agreement dated July 8, 2019 (the “Arrangement Agreement”) to acquire Toachi Mining Inc. (“Toachi”), whereby each of the issued and outstanding shares of Toachi was exchanged on a basis of 0.24897 common shares of the Company (the “Exchange Ratio”). Toachi owned 60% of Compania Minera La Plata S.A. (“CMLP”) and had an option agreement to earn up to a 75% ownership in CMLP which owns the concessions comprising the La Plata project in Ecuador, a gold-rich volcanogenic massive sulphide (“VMS”) deposit that was the subject of small-scale mining from 1975-1981 by Outokumpu Finland. The La Plata project consists of two concessions covering a total area of 2,235 hectares along its 9-kilometer length, which contains known mineralization in two VMS lenses and nine priority exploration targets.

On August 20, 2021, the Company acquired the remaining 40% of the issued and outstanding shares of CMLP. The acquisition was completed pursuant to a share purchase agreement and as a result of the acquisition, CMLP is now a wholly-owned subsidiary of the Company.

In December 2021, the Company entered into an agreement with the mining authority (the “National Mining Agency”) in Colombia related to an ongoing royalty dispute. While the Company maintains it has complied with the royalty payments due and called for under the contract, this agreement allows for the Company to be recognized as being formally in good standing with the National Mining Agency, enabling the Company to apply for a new mining contract on the property. The previous contract and related title expired on January 23, 2022, where the Company has been allowed to continue operating while the process for the contract and title renewal continues. The Company and the National Mining Agency agreed to settle the dispute via binding arbitration at the Center for Arbitration and Conciliation of the Bogota Chamber of Commerce for the purposes of seeking an expedited resolution to the ongoing claim. In addition, the Company entered into a five-year payment plan (the “Payment Plan”), payable in biannual instalments for a total amount of approximately $25.2 million plus interest at a 6% annual rate. To the extent that a final ruling is made in favor of the Company, the Payment Plan will cease, and any amounts already paid will be reimbursed to or offset against future royalty obligations.

SECOND QUARTER 2022 FINANCIAL AND OPERATING HIGHLIGHTS

• Sales for the quarter decreased 59% to $5.5 million when compared with $13.4 million in Q2-2021. Copper (“Cu”) and gold (“Au”) accounted for 83% and 17% of the 4,472 (Q2-2021 - 7,812) dry metric tonnes (“DMT”) sold during Q2-2022. Sales during the quarter were impacted by lower metal prices and quantities sold, and by negative mark-to-market provisional pricing adjustment to concentrate sold during Q1-2022 and whose quotational period extends into Q2-2022.

• The average realized price per metal on provisional invoicing was $3.74 (Q2-2021 - $4.50) per pound of copper and $1,817 (Q2-2021 - $1,878) per ounce of gold.

• Loss from operations was $1.7 million (Q2-2021 - income of $3.7 million) while cash outflow of operations, before changes in working capital, was $1.6 million (Q2-2021 - inflow of $5.9 million). Cash used for capital expenditures amounted to $4.3 million (Q2-2021 - $5.2 million).

• Net loss for the quarter amounted to $2.7 million, compared with income of $0.6 million for the comparative quarter. The decrease was primary due to lower sales as explained above impacting income (loss) from mining operations.

• Working capital was $24.1 million (December 31, 2021 - $13.7 million), while the Company had $15.5 million (December 31, 2021 - $6.0 million) in long-term loans payable.

Management’s Discussion and Analysis - Page 3

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

• Cash costs were $138.39 per tonne of processed ore and $1.36 per pound of payable copper produced, which were increases of 17% and 3% over Q2-2021, respectively (refer to non-GAAP Financial Measures). The increase in cash cost per tonne processed compared to the comparative period is mainly due to the 24-day stoppage in April caused by the landslide, price increase on certain services and consumables, the operation of the new tailings-filtering plant and some tailings-rehandling required prior to completion of the new dry-stack tailings facility.

• Cash margin was $2.38 (Q2-2021 - $3.18) per pound of payable copper produced, which was a decrease of 25% over Q22021 (refer to non-GAAP Financial Measures) due to lower metal price.

• All-in sustaining cash cost per payable pound of copper produced was $2.33 (Q2-2021 - $2.19) (refer to non-GAAP Financial Measures).

• The Company produced 8,278 (Q2-2021 - 10,020) DMT of concentrate with a metal content of 3.6 million (Q2-2021 - 4.2 million) pounds (“lbs”) of copper and 2,811 (Q2-2021 - 2,699) ounces (“oz”) of gold.

• Processed tonnes decreased 18% to 56,172 compared to 68,238 in Q2-2021.

RESULTS OF OPERATIONS

El Roble mine review

The El Roble mine is an underground copper, gold and silver mine and processing plant located in the Department of Choco in Colombia. Its commercial product is a copper concentrate with gold and silver by-product credits.

For over twenty-three years, the mine had processed, with an historic nominal capacity of 400 tonnes per day, a total of over 1.5 million tonnes of ore at an average head grade of 2.6% copper and an estimated gold grade of 2.5 g/t. In 2018, the operation completed an expansion to a nominal capacity of 1,000 tonnes per day. Copper and gold mineralization at the El Roble property occurs in volcanogenic massive sulfide lenses.

The Company continues to work towards obtaining a new contract to renew title on its claims hosting the El Roble property, as its 30year contract expired on January 23, 2022. The Company has been allowed to continue operating the El Roble mine while the process for the contract and title renewal continues. The Company is working diligently with the National Mining Agency for the issuance of the new title, and while the Company believes the process is progressing favourably, no assurance can be made that the renewal will be obtained.

The table below shows the main variables used by management to measure operating performance of the mine: throughput, grade, recovery, metal production and cost.

Management’s Discussion and Analysis - Page 4

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

El Roble operating performance

	YTD 2022	Q2 2022	Q1 2022	YTD Q2 Q1 2021 2021 2021
Production (contained metals)(1) Copper (000 lbs) Gold (oz) Silver (oz) Mining Material (tonnes) Milling Milled (tonnes) Tonnes per day Copper grade (%) Gold grade (g/t) Silver grade (g/t) Recoveries Copper (%) Gold (%) Silver (%) Concentrate Cu concentrate produced (DMT) Copper (%) Gold (g/t) Silver (g/t) Payable copper produced (000 lbs) Cashcost perpound ofpayable copperproduced(2)	8,322 5,447 17,137 128,261 122,016 855 3.38 2.26 8.12 91.7 61.2 49.4 18,997 19.9 9.1 28.3 7,987 **1.32 **	3,591 2,811 8,358 61,667 56,172 889 3.17 2.47 8.63 91.4 62.9 44.3 8,278 19.7 10.6 31.4 3,411 1.36	4,731 2,636 8,779 66,594 65,844 826 3.55 2.08 7.69 91.8 59.7 53.8 10,719 20.0 7.9 25.9 4,576 1.29	8,697 4,312 4,385 4,888 2,699 2,189 17,823 10,440 7,383 135,538 71,437 64,101 136,520 68,238 68,282 923 892 954 3.13 3.10 3.15 1.88 2.00 1.76 7.90 9.04 6.77 92.4 92.6 92.3 59.4 61.5 57.3 51.5 53.2 49.8 20,387 10,020 10,366 19.6 19.5 19.2 7.6 8.6 6.6 26.9 31.6 22.3 8,236 4,070 4,166 1.52 1.32 1.71

(1) Subject to adjustments due to final settlement and final assays.

(2) Net of by-product credits (refer to non-GAAP Financial Measures).

In Q2-2022, the Company produced 3.6 million lbs of copper, 2,811 oz of gold, and 8,358 oz of silver. The decrease in copper production is mainly explained by the decrease in processed ore which more than offset a slight increase in head grade over the same period of last year. The gold output completely offset the lower processed tonnes in the quarter as we saw a significant improvement in head grade relative to Q2-2021.

During the quarter, the mill operated for 63 days, a decrease of 13% compared to 72 days in Q2-2021, which is mostly explained by the stoppage during April caused by the landslide. Average copper head-grade increased by 2%, while average gold head-grade increased by 24% relative to the same period in 2021, both ending above the 2022 guidance range.

Recoveries remained steady at 91.4% (Q2-2021 - 92.6%) for copper and 62.9% (Q2-2021 - 61.5%) for gold.

Cash costs were $138.39 per tonne of processed ore and $1.36 per pound of payable copper produced, which were increases of 17% and 3% over Q2-2021, respectively (refer to non-GAAP Financial Measures). The increase in cash costs per tonne processed compared to the comparative period is mainly due to the 24-day stoppage in April caused by the landslide, price increase of certain services and consumables, the operation of the new tailings-filtering plant and some tailing-rehandling required prior to completion of the new dry-stack tailings facility.

For Q2-2022, the all-in sustaining cash cost net of by-product credits was $2.33 (Q2-2021 - $2.19) per pound of payable copper produced (refer to non-GAAP Financial Measures), which represents a 6% increase over Q2-2021.

Cash used for capital expenditure activities at El Roble mine during Q2-2022 were $2.5 million (Q2-2021 - $3.0 million). Major categories of expenditure included $1.2 million in tailings infrastructure and $1.0 million in brownfield and mine (underground) exploration.

The drift-and-fill mining method continues in Zeus with ore being sourced throughout the year from primary and secondary stopes from eleven sublevels from the 1,692 to the 1,807 level.

Management’s Discussion and Analysis - Page 5

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

Concentrate inventory

	Q2	Q2	YTD	YTD
Amounts in dry metric tonnes	2022	2021	2022	2021
Opening inventory	9,732	4,788	8,202	4,824
Production	8,278	10,020	18,997	20,387
Sales	(4,472)	(7,812)	(14,040)	(17,937)
Adjustments	(80)	88	299	(190)
Closinginventory	13,458	7,084	13,458	7,084

Approximately 8,615 DMT (9,444 WMT) of the 13,458 DMT of concentrate inventory at the end of Q2-2022 was pledged in favor of the National Mining Agency as security for the Payment Plan. The security will be released proportionally as payments are made in accordance with the payment schedule. The pledge may be substituted at a later date for a different type of security. Production is trucked routinely from the El Roble mine to the port of Buenaventura, where 20,000 WMT of concentrate can be stored at the Company´s warehouse. Since the cost of shipping and freight is directly related to the size of the lot to be shipped, the Company plans to sell lots closer to 10,000 WMT.

The Company recognizes revenue from provisional invoicing when the risks and rewards of ownership are transferred to the customer, which under the current off-take agreement is when the Company loads the concentrate onto the performing vessel at the port of Buenaventura, Colombia. As final settlement may occur several months after the provisional invoicing, changes in metal prices during the quotation period may have a material impact on the revenue ultimately recognized.

The number of shipments the Company can export in any given quarter depends on several variables some of which the Company does not control, hence there may be an inherent variability in tonnes shipped and revenue recognized from quarter to quarter. Given the Company’s revenue recognition policy and shipment schedule, the concentrate produced in any given quarter may not be immediately reflected in its revenue. The timing difference between concentrate produced and revenue recognized tends to decrease significantly when viewed on a yearly basis.

In Q2-2022, the Company carried forward 9,732 DMT from the previous quarter, produced 8,278 DMT and sold 4,472 DMT of concentrate; the difference (after inventory adjustments) of 13,458 DMT is the concentrate inventory carried over to Q3-2022.

Exploration at El Roble

During Q2-2022, 2,797 geochemical samples have been assayed at the El Roble property, 1,984 samples from the core of previous drill holes and the rest 813 samples from rocks and soils on surface. Geochemistry, re-processing of geophysical data and re-logging are conducted to characterize El Roble mineralization to generate new drilling targets in near-mine exploration.

The Company continues working with Colorado School of Mines (USA) and EAFIT (Colombia) Universities for the reinterpretation of all the geological and geophysical data for El Roble near-mine and regional target areas. New drill targets have been determined with these analyses. Additionally, detailed mapping and soils sampling was carried out, this includes targets such as La Favorita, Archie, Franja Este, Anomalia 8, and El Oso, the last three delineated during Q2-2022.

Anomalia 8 is a regional target located 2.5 km southeast of El Roble mine, generated by structural analysis and geochemical sampling. In the area occurs an intersection of two sets of faults (N-W and N-E), and there is a strong geochemical anomaly which extends over 600 by 200 meters with values up to 8% Cu complimented with good anomalous gold values. Additionally, there is a high susceptibility magnetic anomaly adjacent to this area. As a part of the 2022 drilling budget, this target is planned to be tested with 6 drillholes for a total of 3,500 meters.

Preparation for the underground and surface drill programs continued during this quarter. This includes road and truck access to drilling areas and construction of drilling platforms. For this underground program, exploration will continue in the new 200-meter adit at the 1,757 level below the Archie target. The goal of this program is to test deeper parts of Archie which located at strike to the north of the Zeus body. Testing of regional targets will start with Archie and Anomalia 8 targets, then Franja Este target, and the rest of areas will be tested from January 2023 and on.

LA PLATA OVERVIEW

The La Plata project is a gold rich volcanogenic massive sulphide deposit that was the subject of small-scale mining from 1975-1981 by Outokumpu Finland. The project benefits from a modern drill and exploration database which was completed by Cambior Inc. from 1996-1999, Cornerstone Capital from 2006-2009 and Toachi from 2016-2019. In total, there is drill core and logs from more than 28,300 metres of drilling.

Historic resources based on drilling by Cambior and Cornerstone were estimated at 913,977 tonnes grading 8.01 grams gold per tonne, 88.3 grams silver per tonne, 5.01% copper, 6.71% zinc and 0.78% lead per tonne in the inferred category. More recently, Toachi Mining completed a PEA estimating an inferred resource of 1.85 million tonnes grading 4.10 grams gold per tonne, 50.0 grams silver per tonne, 3.30% copper, 4.60% zinc and 0.60% lead per tonne.

Management’s Discussion and Analysis - Page 6

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

The La Plata project consists of two concessions covering a total area of 2,235 hectares along its 9-kilometer length, which contains known mineralization in two VMS lenses and nine priority exploration targets.

The Company is currently focused on completing a Feasibility Study, and obtaining the necessary permits and licenses to begin construction of the La Plata project.

On May 19, 2022, the Company announced it has received the approval of its Environmental Impact Assessment (“EIA”) study for the project.

Exploration at La Plata

During Q2-2022, the exploration team at La Plata project, continued to focus significantly on geochemical and stratigraphic analysis of the 2021-2022 exploration campaign as well as the analysis of historical geochemical data (Soils-Rocks-DDH’s) analyzing indicators that vector to other mineralized systems on the property. The new whole rock sampling program in historic drill holes is ongoing, with the aim of gaining a better understanding of the VMS system and the detailed composition of the host rocks.

The Company received the final geophysical reinterpretation report from the EAFIT University, which will support the exploration team to give greater value to the targets.

With this analysis of information, the Company will be ready to continue drill testing the regional targets of El Diablo, Bellavista, and San Pablo with a 5,500 DDH meters program planned to start in August of this year.

In Q2-2022, the Company incurred $1.7 million (Q2-2021 - $2.2 million) of expenditures on exploration activities and on the advancement of the feasibility study and permitting at La Plata.

CORPORATE UPDATES

COVID-19 response measures

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The Company is closely monitoring the developments and has implemented preventative measures at the El Roble mine site, La Plata project, as well as corporate offices to safeguard the health of its employees, while continuing to operate effectively and responsibly in its communities. It is currently not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time. However, we will continue to assess the situation and are prepared to swiftly make any necessary adjustments within the regulatory framework issued by the Colombian and Ecuadorian Ministry of Health and Social Protection.

OUTLOOK

The Company is basing its 2022 guidance on the plan for the year ended December 31, 2022, and Q2-2022 financial and production results. Please refer to Cautionary Note on Forward Looking Statements at the end of this document. The Company set the following objectives for 2022 at the El Roble mine:

• Process between 280,000 and 300,000 tonnes.

• Maintain copper recovery above 91% and 61% for gold.

• Maintain an average copper head grade between 2.2% and 2.8%.

• Maintain an average gold head grade between 2.0 g/t and 2.4 g/t.

• Maintain production between 30,000 and 32,000 dry tonnes of concentrate.

• Maintain production between 6,800 and 7,500 tonnes of copper.

• Maintain production between 12,500 and 16,500 ounces of gold.

• Increase the mill mechanical availability to 95% and reach 330 days worked.

• Continue increasing the safety and environmental standards.

Management’s Discussion and Analysis - Page 7

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

SUMMARY OF QUARTERLY RESULTS

The following table provides selected financial information for the eight quarters up to June 30, 2022 and should be read in conjunction with the Company’s consolidated financial statements for the years ended December 31, 2021 and 2020.

Q2-2022	Q1-2022	Q4-2021 Q3-2021
Revenue $ 5,463,057 Income (loss) from operations (1,749,732) Net income (loss) for the period(1) (2,541,218) Earnings (loss) per share - basic and diluted (0.02) Weighted average shares outstanding - basic 121,286,185 Weighted average shares outstanding-diluted 121,286,185	$ 20,645,001 7,623,353 3,356,203 0.03 121,286,185 121,837,314	$ 8,143,034 $ 31,807,740 273,969 12,116,690 (2,287,848) 6,645,202 (0.02) 0.05 121,286,185 121,286,185 121,286,185 121,958,285
Q2-2021	Q1-2021	Q4-2020 Q3-2020
Revenue $ 13,435,135 Income (loss) from operations 3,681,062 Net income (loss) for the period(1) 430,614 Earnings (loss) per share - basic and diluted 0.01 Weighted average shares outstanding - basic 121,103,365 Weighted average shares outstanding-diluted 122,030,146	$ 19,303,903 5,311,749 981,566 0.01 119,125,603 120,131,609	$ 25,120,612 $ 14,064,743 8,558,266 3,769,289 6,022,003 1,606,580 0.05 0.01 119,033,901 119,032,661 119,991,525 119,925,370

(1) Income (loss) attributable to equity holders of the Company.

(2) There is a variability of the Company’s quarterly revenues and incomes from operations due to timing difference between production and shipment schedules (see discussion in “Concentrate inventory”).

SECOND QUARTER FINANCIAL RESULTS

Second quarter net loss was $2,693,821 compared to $571,306 in Q2-2021 and basic and diluted earnings (loss) per share was $(0.02) and $0.00, respectively. Loss from mining operations was $242,021 (Q2-2021 - income of $4,929,783), and the Company had a loss from operations of 1,749,732 (Q2-2021 - income of $3,681,062). The Q2-2022 net loss was due to lower sales as compared to Q2-2021. During Q2-2022, the Company had a foreign exchange loss of $1.2 million (Q2-2021 - $0.2 million) and no loss on metal hedges (Q2-2021 - $1.8 million),

Sales for Q2-2022 were $5,463,057 (Q2-2021 - $13,435,135) from the shipping and invoicing of 4,472 (Q2-2021 - 7,812) DMT of concentrate including final weight adjustments and provisional pricing adjustments on prior shipments. The Company’s metal concentrates are provisionally priced at the time of sale based on the prevailing commodity market prices. Final prices are set in a period subsequent to the date of sale based on specified quotational period after delivery. Under the current sales agreement, final pricing for metals concentrates occurs one or three months after the month of sales.

		June 30		June 30
Three months ended		2022		2021
Sales and realized prices
Concentrate sold	$	7,459,781	$	14,692,038
Provisional pricing adjustments(1)		(1,996,724)		(1,256,903)
Sales per financial statements	$	5,463,057	$	13,435,135
Copper
Provisional sales (000’s lbs)		1,823.9		3,212.9
Realized price ($/lb)(2)		3.74		4.50
Net realized price ($/lb)(3)		3.52		4.24
Gold
Provisional sales (oz)		1,322.8		1,537.0
Realized price ($/oz)(2)		1,817.00		1,877.78
Net realized price ($/oz)(3)		966.91		706.03
Silver
Provisional sales (oz)		0.0		6,693.5
Realized price ($/oz)(2)		0.00		27.65
Net realized price ($/oz)(3)		0.00		0.00

(1) Include adjustments for mark-to-market price and forward sale arrangements. The current and subsequent periods may include final settlement quantity and/or price adjustments from prior shipments.

(2) Based on provisional sales before final price and assay adjustments.

(3) Adjusted for payable metals deductions, treatment and refining charges, and transportation charges.

Management’s Discussion and Analysis - Page 8

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

Cost of sales for Q2-2022 was $5,705,078 (Q2-2021 - $8,505,352). The decrease in cost of sales over the comparative period was mainly due to decreases in concentrate sold.

General and administrative (“G&A”) expenses were higher for Q2-2022 compared to Q2-2021 consisting of the following components:

		Three months	Three months	Three months	ended				Three months ended	Three months ended	Three months ended
			June 30, 2022						June 30, 2021
	Operations			Corporate		Total		Operations		Corporate		Total
Amortization	$	53,033	$	10,281	$	63,314	$	36,219	$	6,391	$	42,610
General and administrative		350,863		220,524		571,387		148,664		218,782		367,446
Professional fees		30,783		119,545		150,328		30,545		104,904		135,449
Salaries and benefits		282,830		256,178		539,008		249,730		206,426		456,156
Transfer agent and filing fees		-		33,214		33,214		-		20,602		20,602
	$	717,509	$	639,742	$ 1,357,251		$	465,158	$	557,105	$ 1,022,263

Other income and expenses: In Q2-2022, the Company recognized share-based payments of $150,460 (Q2-2021 - $226,458) for stock options and restricted share units (“RSUs”) granted in between May 2019 and April 2022, where each has a vesting term over 36 months.

In Q2-2022, the Company recognized accretion expense of $88,920 (Q2-2021 - $68,360) for its decommissioning and restoration provision and lease liabilities, a net realized loss of $Nil (Q2-2021 - $1,806,907) on settlements of its derivative instruments, and a foreign exchange loss of $1,185,055 (Q2-2021 - $194,271) due to the depreciation of the Colombian peso (“$COP”) during Q2-2022.

In Q2-2022, the Company recognized a current income tax expense of $395,502 (Q2-2021 - recovery of $144,680) and a deferred income tax recovery of $1,148,720 (Q2-2021 - expense of $762,615).

SIX MONTHS FINANCIAL RESULTS

For the six months ended June 30, 2022, net income was $1,206,381 compared to $1,797,088 during the comparative period and basic and diluted earnings per share was $0.01 and $0.01, respectively. Income from mining operations was $8,851,333 (2021 - $11,877,189), and the Company had income from operations of $5,873,621 (2021 - $8,992,811). Net income for the six months ended June 30, 2022 was negatively impacted by lower income from mining operations mainly as a result of lower sales, as compared to 2021. However, during the comparative period in 2021, the Company had fair-value and realized losses due to metal hedging for $2,274,371 and $1,719,216, respectively, with no corresponding losses in the period of 2022.

Sales for the six months ended June 30, 2022 were $26,108,058 (2021 - $32,739,038) from the shipping and invoicing of 14,040 (2021 - 17,937) DMT of concentrate including final weight adjustments and provisional pricing adjustments on prior shipments. The Company’s metal concentrates are provisionally priced at the time of sale based on the prevailing commodity market prices. Final prices are set in a period subsequent to the date of sale based on specified quotational period after delivery. Under the current sales agreement, final pricing for metals concentrates occurs one or three months after the month of sales.

		June 30		June 30
Six months ended		2022		2021
Sales and realized prices
Concentrate sold	$	28,213,537	$	32,793,563
Provisional pricing adjustments(1)		(2,105,479)		(54,525)
Sales per financial statements	$	26,108,058	$	32,739,038
Copper
Provisional sales (000’s lbs)		6,008.8		7,615.2
Realized price ($/lb)(2)		4.37		4.20
Net realized price ($/lb)(3)		4.12		3.96
Gold
Provisional sales (oz)		3,783.6		3,838.2
Realized price ($/oz)(2)		1,921.60		1,796.32
Net realized price ($/oz)(3)		970.03		692.36
Silver
Provisional sales (oz)		8,766.8		15,774.9
Realized price ($/oz)(2)		25.02		26.27
Net realized price ($/oz)(3)		0.00		0.03

(1) Include adjustments for mark-to-market price and forward sale arrangements. The current and subsequent periods may include final settlement quantity and/or price adjustments from prior shipments.

(2) Based on provisional sales before final price and assay adjustments.

(3) Adjusted for payable metals deductions, treatment and refining charges, and transportation charges.

Management’s Discussion and Analysis - Page 9

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

Cost of sales for the six months ended June 30, 2022 was $17,256,725 (2021 - $20,861,849). The decrease in cost of sales over the comparative period was mainly due to decreases in concentrate sold.

General and administrative (“G&A”) expenses were higher for the six months ended June 30, 2022 compared to the comparative period in 2021 consisting of the following components:

	Six months ended June 30, 2022 Six months ended June 30, 2021
	Operations Corporate Total Operations Corporate Total
Amortization General and administrative Professional fees Salaries and benefits Transfer agent and filing fees	$ 105,694 $ 22,191 $ 127,885 $ 83,501 $ 14,307 $ 97,808 667,394 414,964 1,082,358 694,095 386,522 1,080,617 63,653 166,370 230,023 62,337 122,310 184,647 587,256 547,580 1,134,836 540,398 423,555 963,953 - 59,825 59,825 - 52,811 52,811
	$ 1,423,997 $ 1,210,930 $ 2,634,927 $ 1,380,331 $ 999,505 $ 2,379,836

Other income and expenses: During the six months ended June 30, 2022, the Company recognized share-based payments of $342,785 (2021 - $504,542) for stock options and restricted share units (“RSUs”) granted in between May 2019 and April 2022, where each has a vesting term over 36 months.

During the six months ended June 30, 2022, the Company recognized accretion expense of $177,503 (2021 - $137,778) for its decommissioning and restoration provision and lease liabilities, a net realized loss of $Nil (2021 - $1,719,216) on settlements of its derivative instruments, a negative fair value adjustment of $Nil (2021 - $2,274,371) to its derivative instruments outstanding at the reporting date, and a foreign exchange loss of $399,126 (Q2-2021 - $240,097).

During the six months ended June 30, 2022, the Company recognized a current income tax expense of $855,329 (2021 - $1,912,782) and a deferred income tax expense of $2,410,785 (2021 - $233,083).

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash as at June 30, 2022 totaled $15,148,538 (December 31, 2021 - $14,623,559) and its working capital was $24,098,099 (December 31, 2021 - $13,724,021). As at June 30, 2022, the Company’s long-term debt was $15,451,637 (December 31, 2021 - $5,967,081).

Working capital at any specific point in time is subject to many variables, including metals concentrate inventory management, the timing of shipments of metals concentrate, of cash receipts from sales of metals concentrate, and of accounts payable and loans payments.

In September 2020, the Company entered into a loan arrangement with Export Development Canada (“EDC”) for a non-revolving facility of up to $2,500,000 repayable over 30 months from the time of the initial advance. Any amount advanced carries interest rate of LIBOR plus 3.5% per annum. The Company received the initial advance of $2,500,000 in November 2020.

In December 2020, the Company entered into an unsecured convertible debenture arrangement with Dundee Corporation (“Dundee”) for principal balance of $6,500,000, which carries an interest rate of 7.0% per annum payable quarterly for five years. The principal balance is convertible into 11,627,907 common shares of the Company at $0.559 per share. Over the term of the debenture, the Company may, at its option, redeem the debenture, in whole or in part, at par plus accrued and unpaid interest. There is an associated redemption fee between 2% to 4% of the principal amount if redeemed within 2 years after the closing date.

In February 2022, the Company entered into a secured definitive credit agreement with Trafigura PTE Ltd. for the principal sum of $10,000,000 for a 30-month term bearing interest at a rate of LIBOR plus 5% for the first 24 months and then LIBOR plus 7.5% thereafter. The funds will be used to, amongst other things, fund work on the Company’s La Plata Project in Ecuador and for general working capital purposes.

Management believes that the Company’s current operational requirements and capital projects can be funded from existing cash and cash generated from operations. If future circumstances dictate an increased cash requirement, and Management elects not to delay, limit, or eliminate some of the Company’s plans, the Company may raise additional funds through debt financing, the issuance of hybrid debt-equity securities, or additional equity securities. To date, the Company has relied on a combination of equity financings and loans for its acquisitions, capital expansions, and operations. Capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. The Company’s growth and success may be dependent on external sources of financing which may not be available on acceptable terms.

Management’s Discussion and Analysis - Page 10

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

Second quarter liquidity and capital resources

During Q2-2022, cash decreased by $2,978,482. The decrease was due to net cash of $61,356 and $4,252,527 used in operating and investing activities, respectively, partially offset by net cash of $1,339,935 provided by financing activities. Exchange rate changes also had a negative impact on cash of $4,534.

Operating activities

During Q2-2022, net cash used in operating activities amounted to $61,356, which included operating cash outflow before changes in non-cash operating working capital items of $1,587,905, offset by changes in non-cash working capital items of $1,526,549. Noncash working capital changes included the effects from decrease in receivables of $11,226,292, partially offset by an increase in inventories of $2,962,774 and a decrease in accounts payable and accrued liabilities of $6,245,348, respectively.

Investing activities

Cash used by the Company in investing activities during Q2-2022 totaled $4,252,527, which was primarily comprised of capital expenditures on exploration activities and tailings infrastructure at El Roble, as well as works to advance the feasibility study and permitting at La Plata.

Financing activities

During Q2-2022, net cash provided by financing activities amounted to $1,339,935. The Company withdrew $2,500,000 from its shortterm credit facilities in Colombia and repaid $250,000 of principal of its Loan with Export Development Canada (“EDC”). Additionally, the Company paid $268,577 and $533,597 towards interest on loans and dividends to a subsidiary’s non-controlling interest, respectively.

Six months liquidity and capital resources

During the six months ended June 30, 2022, cash increased by $524,979. The increase was due to net cash of $11,049,115 provided by financing activities, partially offset by cash used in operating and investing activities of $2,787,137 and $7,659,171, respectively. Exchange rate changes also had a negative impact on cash of $77,828.

Operating activities

During the six months ended June 30, 2022, net cash used in operating activities amounted to $2,787,137, which included operating cash inflow before changes in non-cash operating working capital items of $9,621,880, offset by changes in non-cash working capital items of $12,409,017. Non-cash working capital changes included the effects from an increase in inventories of $4,772,225 and a decrease in accounts payable and accrued liabilities of $6,609,421, respectively.

Investing activities

Cash used by the Company in investing activities during the six months ended June 30, 2022 totaled $7,659,171, which was primarily comprised of capital expenditures on exploration activities and tailings infrastructure at El Roble, as well as works to advance the feasibility study and permitting at La Plata.

Financing activities

During the six months ended June 30, 2022, net cash provided by financing activities amounted to $11,049,115. The Company received a $10,000,000 loan from Trafigura and paid financing costs of $251,653. The Company also withdrew $5,780,000 from its short-term credit facilities in Colombia and repaid $2,700,000 of principal of these short-term credit facilities and repaid $500,000 of principal of its Loan with EDC. Additionally, the Company paid $516,691 and $533,597 towards interest on loans and dividends to a subsidiary’s non-controlling interest, respectively.

Management’s Discussion and Analysis - Page 11

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

TRANSACTIONS WITH RELATED PARTIES

The Company considers key management personnel to include its management, outside directors, and any entity controlled by them. The aggregate value of transactions (included in general and administrative expenses and share-based payments) and outstanding balances relating to key management personnel were as follows:

Six months ended June 30, 2022	Salary or fees	Share-based payments Total
Management Directors Seabord Management Corp.	$ 445,832 72,000 111,843	$ 106,922 $ 522,754 149,277 221,277 - 111,843
	$ 629,675	$ 256,199 $ 885,874
Six months ended June 30, 2021	Salary or fees	Share-based payments Total
Management Directors Seabord Management Corp.	$ 393,332 74,400 116,176	$ 330,153 $ 723,485 168,946 243,346 - 116,176
	$ 583,908	$ 499,099 $ 1,083,007

As at June 30, 2022, the Company had $281,605 (December 31, 2021 - $529,219) due to directors and management related to remuneration and performance-based remuneration, which have been included in accounts payable and accrued liabilities.

Seabord Management Corp. (“Seabord”) is a management services company controlled by a director. Seabord provides the Corporate Secretary, accounting staff, administration staff and office space to the Company pursuant to the service agreement. The Corporate Secretary and the accounting and administrative staff are employees of Seabord and are not paid directly by the Company. In addition to the service agreement with Seabord, the Company entered into rental agreements with companies with common directors for office space for $2,200 and $800 per month, respectively.

FINANCIAL INSTRUMENTS

The Company enters into derivative instruments from time to time in the normal course of business in order to manage its exposure to fluctuations in copper price, gold price, and the Colombian peso/US dollar exchange rate. The Company does not enter into or trade derivative instruments for speculative purposes. The Company has not applied hedge accounting to these derivative transactions. Derivative instruments are marked-to-market at the end of each reporting period based on the terms of the arrangements and the expected settlement prices and/or rates. Any resulting mark-to-market adjustment has been recognized in other financial assets or liabilities on the consolidated statement of financial position.

The Company has entered into zero-cost non-deliverable currency forward arrangements with local Colombian banks between the US dollar and Colombian peso. Each arrangement was net settled based on the difference between the market exchange rate and the contracted settlement rate, where the Company receives (or pays) proceeds if the contracted settlement rate is above (or below) the market exchange rate to purchase Colombian peso. As at June 30, 2022, the Company had no outstanding arrangements to convert United States dollars into Colombian pesos.

The Company entered into zero-cost commodity derivative arrangements with Auramet International LLC. These arrangements were net settled based on the difference between the market price and the contracted settlement price, where the Company received proceeds if the contracted settlement price was above the market price. As at June 30, 2022, the Company had no outstanding arrangements.

The Company’s Level 2 fair valued financial instruments included trade receivable from provisional sales and derivative instruments; and no Level 3 financial instruments are held. Trade receivable from provisional sales of metals concentrate includes provisional pricing, and final price and assay adjustments. Derivative instruments are forward arrangements that were valued using pricing models, which require a variety of inputs, such as expected copper prices, gold prices, and foreign exchange rates. The trade receivable from sales of metals concentrate and derivative instruments are valued using observable market commodity prices. The Company’s exercise price of its share purchase warrants and conversion price on the convertible debentures are denominated in Canadian dollars or at a set exchange rate.

CONTINGENCY AND COMMITMENT

During the year ended December 31, 2015, the Company’s operating subsidiary, Minera El Roble S.A. (“MINER”), received notice of claim from the mining authority (the “National Mining Agency”) in Colombia requesting payment of royalties related to past copper production. The National Mining Agency based its claim on the current mining law, which is subsequent to the prevailing mining law under which MINER executed the mining contract regulating its royalty obligations for the El Roble mining property. The current mining law in Colombia explicitly states that it does not affect contracts executed prior to this law entering into force. Accordingly, the Company refuted the notice of claim, taking the position it has complied with the royalty payments due and called for under the contract.

Management’s Discussion and Analysis - Page 12

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

In 2017, the National Mining Agency in Colombia submitted a claim for $5.0 million (up from $2.0 million) plus additional interest and fees. The Company has been vigorously defending itself against this action before the Administrative Tribunal of Cundinamarca (the “Tribunal”). Such claims may take up to ten years to reach a resolution in Colombian courts. The National Mining Agency had updated the claim amount to COP$87,933,286,817 (approximately $21.9 million) for all royalties in dispute up to December 2021, and in June 2022 to COP$101,217,832,270 (approximately $24.5 million) for all royalties in dispute up to January 23, 2022, the expiry date of the mining contract.

On December 29, 2021, the Company entered into an agreement with the National Mining Agency (the “Agreement”) to settle the dispute via binding arbitration at the Center for Arbitration and Conciliation of the Bogota Chamber of Commerce for the purposes of seeking an expedited resolution to the ongoing claim. The arbitration rules state the final decision by the tribunal takes approximately six to twelve months from the first procedural hearing with the tribunal, which has not yet been held (commencement of the arbitration process). According to the Agreement, to the extent that a final ruling is made in favor of the Company, the Payment Plan (see below) will cease, and any amounts already paid will be reimbursed or offset against future royalty obligations.

The Agreement allows for the Company to be recognized as being formally in good standing with the National Mining Agency, enabling the Company to apply for a new mining contract on the property. The previous contract and related title expired on January 23, 2022.

The Agreement called for the Company to enter into a five-year Payment Plan (which was amended in June 2022) payable in biannual instalments for a total amount of COP$101,217,832,270 (approximately $24.5 million) plus interest at a 6% annual rate (in aggregate of COP$120,252,412,294 or approximately US$29.1 million) with the following payment schedule: initial upfront payment of COP$3,800,000,000 (paid), followed by COP$15,130,315,236 in year 1 (of which COP$6,178,002,103 has been paid), COP$15,301,117,051 in year 2, COP$15,847,046,908 in year 3, COP$26,501,243,006 in year 4 and COP$43,672,690,093 in year 5. The total amount payable represents all outstanding royalty payments which the National Mining Agency has claimed through to the expiry date of the mining contract. The parties have agreed to this interim arrangement until a final arbitration decision is made.

As security for the Payment Plan, the Company granted a rotating pledge over 9,444 wet metric tonnes of concentrate inventory. The security will be released proportionally as payments are made in accordance with the payment schedule. The security may be substituted at a later date. The Company recorded an arbitration asset for any payments made under the Payment Plan.

The Company continues to work towards obtaining a new contract to renew title for the operating mine. The Company has been allowed to continue operating while the process for the contract and title renewal continues. There is no assurance the renewal will be obtained.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of consolidated financial statements in conformance with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

For full details on the critical accounting estimates and judgments affecting the Company, please refer to the Company’s audited annual consolidated financial statements and notes for the year ended December 31, 2021.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

PROPOSED TRANSACTIONS

There are no proposed transactions of a material nature being considered by the Company at the current time.

SHARE POSITION AND OUTSTANDING WARRANTS AND OPTIONS

As at the date of this MD&A, the Company had 121,286,185 common shares issued and outstanding. There were also 12,073,087 stock options outstanding with expiry dates ranging from January 31, 2023 to April 28, 2027.

Management’s Discussion and Analysis - Page 13

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

NON-GAAP FINANCIAL MEASURES

Cash cost per pound of payable copper produced and cash cost per tonne of processed ore are key performance measures that management uses to monitor performance. In addition, cash costs are an industry standard method of comparing certain costs on a per unit basis; however, these do not have a standardized meaning and may differ from methods used by other companies with similar descriptions. Management believes that certain investors use these non-GAAP financial measures to evaluate the Company’s performance. These performance measures have no meaning under IFRS and, therefore, amounts presented may not be comparable to similar data presented by other mining companies.

The Company believes that “all-in sustaining cash cost” and “all-in cash cost” better meet the needs of analysts, investors, and other stakeholders of the Company in understanding the cost associated with producing copper, the economics of copper mining, the Company’s operating performance, and the Company’s ability to generate free cash flow from current operations and on an overall company basis.

The Company, in conjunction with an initiative undertaken within the gold mining industry, has adopted an all-in sustaining costperformance measure; however, this performance measure has no standardized meaning. The Company conformed its all-in sustaining definition to that set out in the guidance note released by the World Gold Council (“WGC”, a non-regulatory market development organization for the gold industry whose members comprise global senior gold mining companies) on June 27, 2013, and that came into effect January 1, 2014.

All-in sustaining cash cost and all-in cash cost are intended to provide additional information only and do not have standardized definitions under the IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with the IFRS. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under the IFRS. Although the WGC has published a standardized definition, companies may calculate these measures differently.

All-in sustaining cost includes total production cash costs incurred at the Company’s mining operations, which form the basis of the Company’s by-product cash costs. Additionally, the Company includes general and administrative (“G&A”) expenses, share-based payments, accretion of decommissioning and restoration provision (“ARO”), sustaining capital expenditures, and royalties. All-in cash cost includes all of the above plus non-sustaining capital expenditures and brownfield exploration expenditures.

The Company believes that this measure represents the total costs of producing copper from operations and provides the Company and stakeholders of the Company with additional information on the Company’s operational performance and ability to generate cash flows. As the measure seeks to reflect the full cost of copper production from operations, new project capital is not included. Certain other cash expenditures, including tax payments, dividends, and financing costs, are also not included. The Company reports this measure on a payable copper pound produced basis, net of by-product credits.

El Roble mine cash cost

The following table presents a reconciliation of cash cost per tonne of processed ore and cash costs per pound of payable copper produced to cost of sales in the condensed interim consolidated financial statements for the six months ended June 30, 2022:

Q2 Expressed in $000’s 2022	Q2 2021	YTD YTD 2022 2021
Cash cost per tonne of processed ore Cost of sales(1) $ 5,705.1 Add / subtract Change in concentrate inventory 5,204.1 Depletion and amortization in concentrate inventory (1,239.0) Commercial and government royalties (277.7) Depletion and amortization in cost of sales (1,619.1)	$ 8,505.3 2,606.0 (422.4) (190.8) (2,429.9)	$ 17,256.7 $ 20,861.8 6,696.9 1,801.0 (2,009.7) 799.5 (1,306.2) (488.2) (4,619.9) (6,354.3)
Aggregate cash cost 7,773.4 Total processed ore (tonnes) 56,172	8,068.3 68,238	16,017.8 16,619.9 122,016 136,520
Cash cost per tonne of processed ore ($/t) $ 138.39	$ 118.24	$ 131.28 $ 121.74
Mining cost per tonne $ 57.83 Milling cost per tonne 28.97 Indirect cost per tonne 41.00 Distribution cost per tonne 10.59	$ 57.34 18.16 32.63 10.11	$ 57.70 $ 61.32 25.79 16.85 37.22 32.40 10.57 11.17
Total production cost per tonne of processed ore ($/t) $ 138.39	$ 118.24	$ 131.28 $ 121.74

(1) Includes depletion, amortization, selling expenses, government royalties and mining taxes.

Management’s Discussion and Analysis - Page 14

ATICO MINING CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

		Q2		Q2		YTD		YTD
Expressed in $000’s		2022		2021		2022		2021
Cash costs per pound of payable copper produced
Aggregate cash cost (above)	$	7,773.4	$	8,068.3	$	16,017.8	$	16,619.9
Add / subtract
By-product credits		(4,764.4)		(4,570.2)		(9,189.5)		(7,931.1)
Refining charges		834.4		957.4		1,920.5		1,954.4
Transportation charges		779.4		912.6		1,789.1		1,853.0
Cash cost applicable to payable copper produced		4,622.8		5,368.1		10,537.9		12,496.2
Add / subtract
Commercial and government royalties		277.7		190.8		1,306.2		488.2
G&A expenses		1,357.2		1,022.3		2,634.9		2,379.8
Share-based payments		150.5		226.5		342.8		504.5
Accretion of ARO		77.8		54.6		153.2		107.1
Sustaining capital expenditures(2)		1,463.1		2,033.1		2,324.3		5,093.5
All-in sustaining cash cost		7,949.2		8,895.3		17,299.4		21,069.3
Add / subtract
Non-sustaining capital expenditures(2)		380.1		235.2		883.2		250.0
Brownfields exploration expenditures(2)		611.9		743.2		1,202.4		1,110.9
All-in cash cost		8,941.2		9,873.7		19,385.0		22,430.2
Total payable copper produced (000’s lbs)		3,411.0		4,070.0		7,987.0		8,236.0
Per pound of payable copper produced ($/lb)
Cash cost, net of by-product credits	$	1.36	$	1.32	$	1.32	$	1.52
All-in sustaining cash cost	$	2.33	$	2.19	$	2.17	$	2.56
All-in cash cost	$	2.62	$	2.43	$	2.43	$	2.72
Cash margin(3)	$	2.38	$	3.18	$	3.05	$	2.68

(2) Amounts presented on a cash basis.

(3) Cash margin is calculated with (a) the realized price per pound of copper, less (b) the cash cost, net of by-product credits, per pound of payable copper produced.

Given the nature of the Company’s metals concentrate management believes providing the cash cost on a co-product basis, presented in the following table, will enhance the reader’s understanding of the Company’s cash cost structure.

Q2 Expressed in $000’s 2022	Q2 2021	YTD YTD 2022 2021
Aggregate cash production cost $ 7,773.4	$ 8,068.3	$ 16,017.8 $ 16,619.9
Cash cost per pound of payable copper produced Cash cost attributable to copper production(4) $ 6,483.0 Add / subtract By-product credit from silver (10.5) Refining charges 834.4 Transportation charges 650.0	$ 7,471.2 (26.4) 957.4 845.1	$ 13,804.0 $ 15,313.0 (10.5) (26.4) 1,920.5 1,954.4 1,546.6 1,707.4
Cash cost applicable to payable copper produced 7,956.9 Total payable copper produced (000’s lbs) 3,411.0	9,247.3 4,070.0	17,260.6 18,948.4 7,987.0 8,236.0
Cash cost per pound of payable copper produced ($/lb) $ 2.33	$ 2.27	$ 2.16 $ 2.30
Cash cost per ounce of payable gold produced Cash cost attributable to gold production(4) $ 1,290.4 Add / subtract Refining charges 35.9 Transportation charges 129.4	$ 597.1 34.3 67.5	$ 2,213.8 $ 1,306.9 69.3 59.7 242.5 145.6
Cash cost applicable to payable gold produced 1,455.7 Total payable gold produced (oz) 2,611.5	698.9 2,490.8	2,525.6 1,512.2 4,989.2 4,375.3
Cashcost perounce ofpayable gold produced ($/oz) $ 557.41	$ 280.60	$ 506.21 $ 345.62

(4) If copper and gold for the El Roble mine were treated as co-products, the allocation of aggregate cash production cost between copper and gold production is based on provisional invoice(s) issued and revenue (net of treatment and refining charges) recognized in the respective reporting periods.

QUALIFIED PERSONS

Mr. Thomas Kelly (SME Registered Member 1696580), advisor to the Company, and Dr. Demetrius Pohl, Ph.D. AIPG Certified Geologist, are qualified persons under National Instrument 43-101 standards and are responsible for ensuring that the technical information contained in this MD&A is an accurate summary of the original reports and data provided to or developed by the Company.

Management’s Discussion and Analysis - Page 15

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

RISK FACTORS

The Company is exposed to many risks in conducting its business, including but not limited to metal price risk as the Company derive its revenue from the sale of copper, gold, and silver; credit risk in the normal course of business; currency risk as the Company reports its financial statements in US dollars whereas the Company operates in jurisdictions that conducts its business in other currencies. For further information regarding the Company’s operational risks, please refer to the detailed disclosure concerning the material risks and uncertainties associated with the Company’s business set out in its annual MD&A, dated April 26, 2022, which is available on SEDAR under the Company’s filer profile.

Foreign currency

Based on the Company’s net exposure, as at June 30, 2022, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the US dollar against the Canadian dollar, Peruvian nuevo sol, and Colombian peso would result in an increase/decrease of approximately $87,000 in the Company’s pre-tax income or loss.

Interest rate risk

The Company is exposed to interest rate risk on its variable rate debt facilities. Variable interest rates are based on the US dollar LIBOR plus a fixed-margin. The Company does not enter into derivative contracts to manage this risk. As at June 30, 2022, a 10% change in SOFR and/or LIBOR would result in an increase/decrease of approximately $38,000 in the Company’s pre-tax income or loss on an annualized basis based on the loan and credit facilities used.

Metal price risk

The Company is exposed to metals price risk given that its revenues are derived from the sale of metals through its metals concentrate products, the prices for which have been historically volatile. Consequently, the economic viability of the Company’s mineral property may be adversely affected by fluctuations in metals prices. For concentrate sold during the six months ended June 30, 2022, a 10% change in copper and gold prices would result in an increase/decrease of approximately $3,402,000 and $809,000 respectively in the Company’s pre-tax income or loss on an annualized basis, respectively.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash and cash equivalents are held through large Canadian, international and foreign national financial institutions. All of the Company’s trade receivables from concentrate sales are held with a large international metals trading company. The Company mitigates this risk by transacting only with reputable financial institutions and requiring provisional payments of 90% of the value of the concentrate shipped to a single well-known buyer. The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure to credit risk. The Company believes it is not exposed to significant credit risk and overall, the Company’s credit risk has not declined significantly from the prior year.

Liquidity risk

The Company expects the following maturities of its financial liabilities, lease obligations, and other contractual commitments, excluding payments relating to interest:

		Less than				More than
		1 year		1-2 years		2 years		Total
Accounts payable and accrued liabilities	$	8,722,558	$	-	$	-	$	8,722,558
Credit facilities		6,096,272		-		-		6,096,272
Loans payable		916,667		-		10,000,000		10,916,667
Convertible debenture		-		-		6,500,000		6,500,000
Payable for acquisition of NCI of CMLP		1,000,000		1,000,000		1,000,000		3,000,000
Provision for restricted share units		28,231		30,438		2,184		60,817
Lease obligations		329,467		292,770		154,299		776,536
Payment Plan with the National Mining Agency(1)		3,739,836		3,777,496		18,803,753		26,321,085
	$	20,833,031	$	5,100,704	$	36,460,200	$	62,393,935

(1) The Company believes the arbitration process will be completed with a favorable outcome for the Company in the six to twelve months from the commencement of the process and the commitment for payments with maturities falling in years 2 (or part of) and beyond should cease (see Contingency and Commitment section).

Management’s Discussion and Analysis - Page 16

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Certain statements contained in this MD&A and any documents incorporated by reference into this MD&A constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the United States Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Forward-looking statements express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified using words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategies”, “targets”, “goals”, “forecasts”, “objectives”, “budgets”, “schedules”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) and are not statements of historical fact. Forward-looking statements relate to, among other things:

• mineral “reserves” and “resources” as they involve the implied assessment, based on estimates and assumptions that the resources described exist in the quantities predicted or estimated and can be profitably produced in the future;

• the realization of mineral “ reserves” and “ resources”;

• timing of the completion of construction activities at the Company’s properties and their completion on budget;

• timing regarding renewing the title on the Company’s claims hosting the El Roble property and possible outcomes of any pending arbitration, consultation, litigation, negotiation or regulatory investigation;

• development of the La Plata project and the delivery of a feasibility study and initiating full permitting process on the La Plata project;

• the use of the principal sum of the Credit Agreement (as defined below);

• production rates at the Company’s properties;

• cash cost estimates;

• timing to achieve full production capacity at the Company’s properties;

• unlocking further value of the Company’s properties

• timing for completion of infrastructure upgrades related to the Company’s properties;

• timing for delivery of materials and equipment for the Company’s properties;

• success in training and retaining personnel;

• the sufficiency of the Company’s cash position and its ability to raise equity capital or access debt facilities;

• management’s belief that the Company’s current operational requirements and capital projects can be funded from existing cash and cash equivalents, cash generated from operations, and the available credit facility;

• management’s belief that if the Company needs to access the capital markets for additional financial resources, the Company will be able to do so at prevailing market rates;

• the expected maturities of the Company’s financial liabilities, finance leases and other contractual commitments; and

• • management’s expectation that none of the investigations, claims, and legal, labor and tax proceedings arising in the ordinary course of business will have a material effect on the results of operations or financial conditions of the Company.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as at the date of such statements, are inherently subject to significant business, economic, social, political and competitive uncertainties and contingencies and other factors that could cause actual results or events to differ materially from those projected in the forward-looking statements. The estimates and assumptions of the Company contained or incorporated by reference in this MD&A which may prove to be incorrect, include, but are not limited to, (1) that all required third party contractual, regulatory and governmental approvals will be obtained for the development, construction and production of its properties, (2) there being no significant disruptions affecting operations, whether due to labor disruptions, supply disruptions, power disruptions, damage to equipment, non-renewal of title to the Company’s claims or otherwise; (3) permitting, development, expansion and power supply proceeding on a basis consistent with the Company’s current expectations; (4) currency exchange rates being approximately consistent with current levels; (5) certain price assumptions for copper, gold and silver; (6) prices for and availability of fuel oil, electricity, parts and equipment and other key supplies remaining consistent with current levels; (7) production forecasts meeting expectations; (8) the accuracy of the Company’s current mineral resource estimates; (9) labor and materials costs increasing on a basis consistent with the Company’s current expectations; and (10) assumptions made and judgments used in engineering and geological interpretation.

In addition, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Known risk factors include, risks associated with mineral exploration and project development; the need for additional financing; operational risks associated with mining and mineral processing; uncertainty relating to concentrate treatment charges and transportation costs; uncertainty relating to capital and operating costs, production schedules, and economic returns; uncertainties relating to general economic conditions; the Company’s substantial reliance on the El Roble mine for revenues and uncertainty around renewal of title to the claims; risks related to the integration of businesses and assets acquired by the Company; risks associated with entering into commodity forward and option contracts for base metals production; potential conflicts of interest involving the Company’s directors and officers; the Company and/or its directors and officers may be subject to a variety of legal proceedings, the results of which may have a material adverse effect on the Company’s business; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada, Colombia, Ecuador or other countries in which the Company does or may carry on business; the world-wide economic and social impact of COVID-19 is managed and the duration and extent of the coronavirus pandemic is minimized or not long-term; disruptions related to the COVID-19 pandemic or other health and safety

Management’s Discussion and Analysis - Page 17

ATICO MINING CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in US dollars, unless otherwise indicated) FOR THE SIX MONTHS ENDED JUNE 30, 2022

issues, or the responses of governments, communities, the Company and others to such pandemic or other issues; the possibility of cost overruns or unanticipated expenses; fluctuations in copper, gold and silver prices; risks related to mining title and surface rights and access; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; social and environmental activism can negatively impact exploration, development and mining activities; reliance on key personnel; currency exchange rate fluctuations; risks associated with the Company’s outstanding debt; the mineral exploration industry is intensely competitive; dilution from future equity financing could negatively impact holders of the Company’s securities; and other risks and uncertainties, including those described in the “Risks Factors” section in the MD&A for the year ended December 31, 2021 filed with the Canadian Securities Administrators and available at www.sedar.com.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These forward-looking statements are made as of the date of this MD&A. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, the Company does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.

The Company has not based its production decisions and ongoing mine production on mineral reserve estimates, preliminary economic assessments or feasibility studies, and historically such projects have increased uncertainty and risk of failure. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Management’s Discussion and Analysis - Page 18