Certive Solutions Inc. — Interim / Quarterly Report 2022

Apr 29, 2022

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MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED FEBRUARY 28, 2022

(Expressed in Canadian Dollars)

Management Discussion & Analysis

Ophir Gold Corp

For the Nine Months Ended February 28, 2022

Table of Contents

Introduction: ................................................................................................................................................................. 3 Overview: ...................................................................................................................................................................... 3 Business Strategy: ......................................................................................................................................................... 3 Fiscal Year-to-date 2022 Highlights: ............................................................................................................................. 4 Outlook and Overall Performance: .............................................................................................................................. 4 COVID-19: ...................................................................................................................................................................... 4 Change in Management: ............................................................................................................................................... 4 Exploration and Evaluation Assets: .............................................................................................................................. 4 Selected Information: ................................................................................................................................................. 10 Summary of Quarterly Information: .......................................................................................................................... 11 Exploration Properties: ............................................................................................................................................... 12 Liquidity and Capital Resources: ................................................................................................................................. 13 Outstanding Share Data: ............................................................................................................................................. 13 Financial Instruments: ................................................................................................................................................ 14 Related Party Transactions: ........................................................................................................................................ 14 Critical Accounting Estimates: .................................................................................................................................... 16 New Accounting Pronouncements: ............................................................................................................................ 16 Off Balance-Sheet Arrangements: .............................................................................................................................. 16 Risks and Uncertainties: ............................................................................................................................................. 16 Caution Regarding Forward-Looking Information: .................................................................................................... 18

2

Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

Introduction:

This Management Discussion and Analysis of the financial condition and results of operations ("MD&A") of Ophir Gold Corp. (the “Company” or “Ophir”) has been prepared based upon information available to the Company as at April 29, 2022 and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the nine months ended February 28, 2022 and related notes thereto (the "current statements"). All financial data in this MD&A is reported in Canadian dollars and has been prepared in accordance with International Financial Reporting Standards ("IFRS").

Darren Smith, M.Sc., P.Geo., Director and Vice-President of Exploration for the Company, is the Qualified Person, as defined by National Instrument 43-101, who has reviewed and approved the technical information disclosed in this MD&A.

Overview:

Ophir Gold Corp. is a corporation under the laws of British Columbia whose common shares are listed on the TSX Venture Exchange ("TSXV") under the trading symbol "OPHR". It is a “reporting” issuer in the provinces of British Columbia and Alberta. Ophir is a mineral exploration company that is actively engaged in exploring for precious and base metals in the United States.

Ophir has an option to earn a 100% interest in the past producing Breccia Gold Property (nee: Gahsmith Mine), located in Lemhi County, Idaho. The Property was exploited by at least eight adits during the 1930s and early 1940s, with several thousand tons of mineralized material extracted, targeting high-grade gold mineralization within quartz veins, hosted by a wide zone of brecciation. Revisited in the 1980’s, exploration work included mapping and sampling, completion of at least two drill holes and the collection of a 4,621-ton bulk sample which reportedly returned an average of 0.335 oz/t Au. The property has since been re-assembled by the Company, and now covers both the Meadows Fault Zone and the lesser explored, parallel Musgrove Mine Trend. Recent exploration carried out in 2019 and 2020 has included the re-mapping and sampling of the Meadows Fault Zone and the results are suggestive of a significant low-sulfidation, epithermal gold system and/or potentially related to an explosive diatreme breccia complex.

Business Strategy:

The Company intends to continue focusing its corporate strategy on the mineral exploration of the Breccia Gold Property. This is anticipated to include additional diamond drilling, mapping and potentially further ground geophysics. Following the Company’s inaugural 2021 drill program at the Breccia Gold Property, as well as the Controlled Source Audio-frequency Magnetotelluric Survey (“CSAMT”) geophysical survey, the results are being compiled, modelled, and interpreted, and a follow-up phase of work focused on drilling is planned for 2022. The scope of this follow-up work remains to be determined and is financing dependent.

The 2022 milestones in exploration of the Breccia Gold Property are anticipated to include:

• Initiate a financing early 2022 to fund 2022 exploration activities.

• Compile the 2021 drill data, CSAMT data, and surface sampling/mapping results into a comprehensive geological model and use as the basis for planning the next phase of drill holes.

• Receive 5-year Plan of Operations permit, forecast to be finalized by USFS H1 2022.

• Complete an aggressive follow-up drill campaign at the Breccia Gold Zone focused on testing the mineralized zone at depth where the highest potential for high-grade over appreciable width is interpreted.

• Complete initial drill hole testing over high-priority areas north of drill hole BG21-004 and as follow-up to

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

the high-grade silver intersection in drill hole BH21-005.

• Additional surface sampling/mapping program over the northern areas of the Breccia Gold Property, where the mineralized zone is interpreted to trend, supported by surface geochem.

Fiscal Year-to-date 2022 Highlights:

• See Diamond Drilling Program section below for updates on the Breccia Gold property.

• On June 2, 2021, the Company granted 845,000 options to purchase common shares in the capital of the Company to certain directors, officers and consultants, exercisable at a price of $0.21 per share for a period of five years from the date of grant.

• On March 15, 2022, the Company released the results of the CSAMT.

• On March 29, 2022, the Company announced the appointment of Mr. Jeffrey Reeder as a Technical Advisor for the Company’s Breccia Gold property.

• The Company also announced, on March 29, 2022, that pursuant to its stock option plan, it has granted an aggregate of 200,000 options to certain consultants of the Company, exercisable at a price of $0.10 per share for a period of five years from the date of grant.

Outlook and Overall Performance:

The Company has no revenues, so its ability to ensure continuing operations is dependent on it completing the acquisition of its mineral property interests, and its ability to obtain necessary financing to complete the exploration activities, development and future profitable production.

COVID-19:

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 could be adversely impacted by the effects of the coronavirus. The extent to which the coronavirus impacts the Company, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. The continued spread of the coronavirus globally could materially and adversely impact the Company’s operations, and the operations of its suppliers, contractors and service providers and the ability to obtain financing. To date, the Company has not had any adverse effects from the coronavirus.

Change in Management:

On June 23, 2021, the Company accepted the resignation of Jessica Whitton as Corporate Secretary of the Company. The Board of Directors appointed Mr. Chris Irwin as Corporate Secretary.

Exploration and Evaluation Assets:

BRECCIA PROPERTY, IDAHO

The Company’s Breccia property consists of 102 mining claims covering approximately 1,836 acres (743 hectares) of contiguous land parcels. The project is comprised of three (3) claim groups, one staked by the Company and the two subject to separate Option Agreements; the Lightning Tree property agreement with Canagold Resource Ltd.

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

(formerly Canarc Resource Corp.) (“Canagold”), and the Breccia property agreement with DG Resource Management (“DGRM”). The claims subject to these two agreements, in addition to the claims staked by the Company, collectively comprise the Company’s Breccia property.

On September 15, 2020 (the “BG Acquisition Date”), the Company entered into agreements for the acquisition of the Breccia Gold property (the “Breccia Gold Property”) and the contiguous Lightning Tree property (the “Lightning Tree Property” and together with the Breccia Gold Property, the “BG Properties”), both of which are located in Lemhi County, Idaho, USA (the “BG Transaction”).

The BG Transaction is being carried out in accordance with the terms of an arm’s-length definitive mineral property acquisition agreement (the “BG Purchase Agreement”) dated September 10, 2020, between the Company, DGRM and Canagold (together with DGRM, the “BG Vendors”).

Pursuant to the BG Purchase Agreement, as consideration for acquiring a 100% interest and title in and to the BG Properties, the Company will make the following payments:

• Payment to be made in common shares of the Company

• Issue an aggregate of 1,250,000 common shares of the Company to each of the BG Vendors within 5 days of the BG Acquisition Date (total 2,500,000 common shares were issued with fair value of $362,500).

• Issue an aggregate of 1,250,000 common shares of the Company to each of the BG Vendors on or before September 15, 2021 (total 2,500,000 common shares were issued with fair value of $400,000 during the nine months ended February 28, 2022).

• Payment to be made in common share purchase warrants of the Company

• Issue an aggregate of 1,250,000 common share purchase warrants of the Company to each of the BG Vendors within 5 days of the BG Acquisition Date (total 2,500,000 share purchase warrants were issued with fair value of $284,475).

• Issue an aggregate of 1,250,000 common share purchase warrants of the Company to each of the BG Vendors on or before September 15, 2021. The exercise price of the common share purchase warrants will be determined at a 20-day volume-weighted average price (“VWAP”) calculated on September 15, 2021 (total 2,500,000 share purchase warrants were issued with fair value of $303,682 during the nine months ended February 28, 2022).

• Cash Payment

• A total of $137,500 payable to each of the BG Vendors as follows:

• On September 15, 2020: $12,500 (a total cash payment of $25,000 was paid)

• o On September 15, 2021: $25,000 (a total cash payment of $50,000 was paid) o On September 15, 2022: $50,000 o On September 15, 2023: $50,000

• Net Smelter Royalty (“NSR”)

• Grant DGRM a 2.5% NSR in respect of the Breccia Gold Property, subject to the right and option of the Company to purchase 1% of the Breccia NSR for a price equal to $1,000,000.

• Grant Canagold a 2.5% NSR in respect of the Lightning Tree Property, subject to the right and option of the Company to purchase 1% of the Lightning Tree NSR for a price equal to $1,000,000.

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

In addition, pursuant to the BG Purchase Agreement, commencing on the date the Company receives an exploration drill permit (the “BG Permit Date”) in respect of the BG Properties, the Company is required to incur aggregate exploration expenditures of at least $4,000,000 (the “BG Exploration Expenditures”) in connection with the BG Properties (being the aggregate of incurring at least $2,000,000 with respect to each of the Lightning Tree Property and the Breccia Gold Property, respectively), provided that not less than $4,000,000 of such BG Exploration Expenditures shall be incurred in connection with the BG Property within the three years of the BG Permit Date, such BG Exploration Expenditures to be made as follows:

• (i) Cumulative BG Exploration Expenditures of $300,000 within one year from the BG Permit Date (with 50% of such amount to be spent on each of the Breccia Gold Property and the Lightning Tree Property);

• (ii) Cumulative BG Exploration Expenditures of at least $2,000,000 within two years from the BG Permit Date (with 50% of such amount to be spent on each of the Breccia Gold Property and the Lightning Tree Property); and

• (iii) Cumulative BG Exploration Expenditures of at least $4,000,000 within three years from the BG Permit Date (with 50% of such amount to be spent on each of the Breccia Gold Property and the Lightning Tree Property).

In addition, pursuant to the terms of the BG Purchase Agreement, the Company has agreed to grant to DGRM and Canagold, together, a one-time bonus payment (the “BG Bonus Payment”) of $1.00 per ounce of gold or gold equivalent, up to a maximum of $1,000,000, upon the SEDAR filling of a resource of 1,000,000 ounces of gold or gold equivalent that is compliant with NI 43-101 - Standards of Disclosure for Mineral Projects within Canada. The BG Bonus Payment is payable to DGRM and Canagold on a pro rata basis based on the number of ounces of gold or gold equivalent from each of their respective claims relative to the 1,000,000 ounces as defined in the NI 43-101 technical report to be prepared in respect of the BG Properties.

In connection with the BG Transaction, the Company issued 250,000 common shares with fair value of $36,250 as finders’ fees during the year ended May 31, 2021.

Diamond Drill Program

The Company commenced its maiden diamond drill program at the Breccia Gold Property in the 2021. The roadwork contractors were mobilized to site and began to prepare access to the first series of drill sites in early June. The objective of the drill program was to test at depth, and along strike in the core area of a 1.5 km gold-bearing trend, where the surface sample results returned from the Breccia Zone included a historical 4,621-ton (4,192-tonne) surface cut bulk sample with a reported average grade of 0.335 oz/t Au (~11.5 g/t Au).

Initial challenging drilling conditions, coupled with regional forest fires forced a reworking of some site logistics, and hindered the operations of the drilling over the course of the program, resulting in slower than anticipated progress. However, a total of 2,063.2 metres (approximately 6,769 feet) over 10 holes were completed as part of the program with significant gold and silver intersections announced in news releases dated December 1[st] , 2021, and February 9[th] , 2022 and included

• 13.02 g/t Au and 46.6 g/t Ag over 7.4 m (BG21-004)

• 3.23 g/t Au over 8.0 m, including 40 g/t Au over 0.57 m (BG21-001)

• 1.39 g/t Au over 14.1 m, including 5.48 g/t Au over 1.5 m (BG21-003A)

• 1.56 g/t Au over 3.1 m (BG21-002)

• 1.68 g/t Au and 5.6 g/t Ag over 22.8m (BG21-006)

• 0.02 g/t Au and 6,940 g/t Ag over 9.5m (BG21-005)[1]

1 The bottom 9.5m of hole BG21-05 returned very poor core recoveries (less than 10 per cent), and the grade may not be representative of the interval.

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

Significant gold mineralization was encountered in five (5) drill holes sampled for assay (BG21-001, 002, 003A, 004, and 006), highlighted by BG21-004 where 13.02 g/t Au and 46.6 g/t Ag over 7.4 m was returned from a metasedimentary clast breccia, with localized vugs and bladed quartz, and pervasive iron-manganese oxide alteration. Significant silver mineralization was encountered in hole BG21-005, where 6,940 g/t Ag over 9.5 m was returned, although core recovery as very low (<10%).

BG21-004 was the northernmost drill hole of the program; it returned the most well-mineralized intercept of the initial set of drill holes. The Breccia has been mapped over significant distance to the north where it is also coincident with a large Au-Sb in soil anomaly, as well as numerous surface rock gold occurrences. The results of BG21-004 (13.02 g/t Au and 46.6 g/t Ag over 7.4 m) suggest considerable potential to the north along the Meadows Fault Zone. This area of the Property is included in the drill plan submitted to the United States Forestry Service (USFS) for the Company’s five (5) year Plan of Operations which is anticipated to be approved for late spring / early summer 2022.

Drill hole BG21-005 was the western most drill hole competed as part of the 2021 program. This drill hole encountered a significantly clay altered breccia over most of its length and was lost at a depth of 185.3 metres due to poor drilling conditions, just short of the its intended target depth. The previous two samples of the drill hole returned highly anomalous silver at 8.6 g/t Ag and 6,940 g/t Ag, respectively. However, sample recoveries were very poor within the final sample, which represented a 9.5-metre interval (175.9 metres to 185.3 metres), where core recovery was less than 10 per cent, and therefore the grade over the interval may not be representative. In any regard, the result is encouraging and indicates significant potential at depth. Deeping of BG21-005 will be a prime objective of future drilling at the Breccia gold zone.

All drill holes (save for BG21-005) were collared in the targeted breccia unit, which had initially been interpreted to reside further to the east. Drill hole BG21-005 was the furthest west drilled hole and was collared in metasediment. Further, the drilling to date has confirmed that the target breccia unit which crosses the Property is considerably wider than previously reported and extends a significant distance to the west of where it has been historically mapped. Although comparable mineralization was intersected in BG21-001 to that historically documented.

Most of the drill holes completed to date by the company at the Breccia Gold Zone have encountered significant clay alteration and occurrences of bladed and vuggy quartz, as well as wide zones of intense and heavily altered breccia with common quartz veining and negligible base metals. In addition, quartz veining and silicification are observed to increase with depth of the breccia zone intercepted in drill core as well as localized zones of propylitic alteration observed. Collectively these characteristics are consistent with the uppermost regions of a low-sulphidation epithermal system and/or potentially related to an explosive diatreme breccia complex. The Company believes that the roots of the system have yet to be drill tested and are further encouraged by the magnitude of the brecciation, which is significantly larger than initially mapped, coupled with an increase of quartz veining at depth. In addition, results from drill holes BG21-001, -003A, -004, -005 and -006 suggest significant potential to the north along the Meadows fault zone, which hosts numerous surface gold occurrences.

In addition to the 2021 drill program, a property-wide Controlled Source Audio-frequency Magnetotelluric Survey (CSMAT) survey was also completed. The purpose of the CSAMT survey is to map silicification and structure at depth and along strike related to the hydrothermal system with the overarching objective to refine drill hole targets to test for a high-grade mineralized body at depth that is feeding the high-grade quartz-veined breccias observed at surface.

The CSAMT survey identified a prominent northwest-southeast-trending resistive feature to the east, in contrast to a very low resistive unit which dominates the western portion of the property. The data highlighted a zone of resistivity anomalies that extend across much of the property, and which are associated with extensive faulting and/or geologic contacts. This extensive zone of resistivity anomalies corresponds to the high-grade gold and silver mineralization identified in drill core, surface rocks and soil samples. Highlights include:

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

• Zone of anomalous CSAMT data is complex (100-to-200-ohm metres) and extends across the property;

• Breccia zone may correlate with 300-to-500-ohm-metre range;

• Near vertical component locally exceeds 500 metres;

• A series of northerly striking faults are associated with the anomalous CSAMT data;

• Large resistivity anomalies (greater than 1,000-ohm metres) at depth may represent a buried intrusive system.

The modelled CSAMT data suggest two subparallel, north-northwest-trending zones of precious metal mineralization are present -- a West zone and an East zone. The West zone appears strongly correlated with mineralization that corresponds to the 100-to-200-ohm-metre range, including significant gold and silver mineralization within drill holes BG21-003A, 004, 005 and 006. The East zone appears to correspond to the 300-to500-ohm-metre range and is associated with the gold mineralization in drill holes BG21-001 and 002.

Those drill holes which tested the West zone mineralization during the 2021 drill program represent an almost 200metre strike length and 200-metre vertical extent. The mineralization remains open to the north, south and at depth, and represents a prime target for both infill and expansion drilling. The East zone of mineralization appears to have been tested at shallow depths by drill holes BG21-001 and BG21-002, although BG21-002 did not continue deep enough to adequately test the high-grade mineralization observed in the lower portions of BG21-001. This zone of mineralization remains virtually untested by drill holes, though significant surface samples attest to its potential. Collectively, the 100-to-500-ohm-metre zone outlined by the CSAMT survey, which correlates to the precious metal mineralization encountered by the 2021 drill holes -- consisting of both the West and East zones -- is modelled to extend to at least 500 m vertical depth.

The lower 25-to-75-ohm-metre zone (higher conductivity), which extends across the western portion of the property, correlates well with the extensive clay alteration encountered in multiple drill holes, including the upper portions of BG21-005. The higher 1,000-to-1,500-ohm-metre zones (lower conductivity), which dominate the eastern portion of the property, are interpreted to represent a strongly resistive regional structure or a buried intrusive system that extends to significant depth. These higher resistivity (1,000-to-1,500-ohm-metre) areas of the property have not yet been drill tested; they represent a valid exploration target.

The CSAMT data, coupled with 2021 drill data and surface data collected to date, will help refine drill targets for the planned 2022 program. Further, these results point to significant untested drill targets where gold mineralization is interpreted to continue along strike to the north, to depth, and in areas east of the main Breccia gold zone. For reference, the higher-grade drill intercepts from the 2021 drill program are presented in the relevant attached table. See news releases dated Dec. 1, 2021, and Feb. 9, 2022, for additional detail.

The 2022 drill program will follow the fall 2021 drill program, which returned significant intervals of previous metal mineralization associated with the Breccia Gold Zone on the property. This drill program, planned for the second half of 2022, will include 1,000 metres over four to five holes, and prioritize following-up on the high-grade silver intersection returned at the bottom of drill hole BG21-005 and BH21-004.

The area surrounding drill holes BH21—005 and 004 are included in the drill plan submitted to the United States Forestry Service for the Company’s five-year Plan of Operations which is anticipated to be approved for early summary 2022. The permit, once received, will allow the Company to explore the Property for five consecutive years, under the same authorization, providing significant advantages and flexibility for follow-up diamond drilling on the Property in 2022. For mineralized drill core intersections, drill hole assay highlights and enhanced photos, see press release on December 1, 2021, filed on SEDAR (www.sedar.com).

8

Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

DANIELS HARBOUR PROPERTY, NEWFOUNDLAND

On May 10, 2017, the Company signed a non-binding letter of intent (the “LOI”) to purchase a 100% undivided interest in 42 claims comprising the Daniels Harbour Property located on the Great Northern Peninsula of Newfoundland. Under the proposed terms, the Company can acquire the property for staged cash payments totaling $60,000 ($25,000 paid), issuing 291,667 common shares (291,667 shares issued) to the vendor, and carrying out $100,000 in exploration by the second anniversary of TSX-V acceptance of the agreement. The Vendor shall retain a 3% net smelter royalty (“NSR”) interest. The Company retains the option to buy back 2% of the NSR for $2,000,000. In the event the Company delineates a NI 43-101 compliant resource of 5,000,000 tonnes of ore grade zinc (Grade of at least 7% Zn), the vendor will receive a one-time bonus payment equating to $50,000 payable in cash or shares at the election of the Company on the day of which said report is filed on SEDAR.

The vendor shall retain a 3.0% NSR interest, 2.0% of which can be purchased by the Company for $2,000,000.

On September 10, 2017, the Company entered into an agreement to acquire the Daniels Harbour Property according to the terms of the LOI.

On September 14, 2017, the Company executed and finalized the formal option agreement to earn a 100% interest in the Daniels Harbour Zinc Property located on the Great Northern Peninsula of Newfoundland, approximately 10 km’s north east of the community of Daniels Harbour.

On February 8, 2018, the Company executed the asset purchase agreement for a 100% interest in the DH Unity Claims consisting of 30 claims (750 hectares) in the Daniels Harbour area, situated nearby the Company’s Daniels Harbour Zinc Property. The Company can purchase a 100% interest in the DH Unity Claims Property for total consideration of 50,000 shares (issued), and a $1,950 one-time cash payment (paid).

On February 14, 2019, the Company and Ubique Minerals Limited (“Ubique”) executed the option agreement which provides for Ophir granting Ubique an option to earn a 55% or greater interest in Ophir’s Daniel’s Harbour Zinc property in western Newfoundland. The property comprises 42 claim units covering an aggregate area of 1,326 hectares, adjoining Ubique’s Daniel’s Harbour property to its west and making for a contiguous property area of more than 4,000 hectares.

On March 22, 2021, the Company and Ubique executed the amended option agreement. The amended option agreement requires Ubique to exercise the option by making work and payment commitments as follows:

• On the date of signing of the definitive agreement, $10,000 cash (received) and 500,000 shares of Ubique (received);

• Prior to March 9, 2019, incur a minimum work expenditure of $12,000 (incurred) and file an assessment report;

• Prior to September 15, 2019, incur a minimum work expenditure of $100,000 (incurred) inclusive of the $12,000 above and file an assessment report;

• Prior to the 1-year anniversary from the definitive agreement date, $10,000 in cash (received) and an additional 500,000 common shares of Ubique (received);

• Prior to February 28, 2020, incur a minimum additional work expenditure of $200,000 (incurred);

• Prior to the 2-year anniversary from the definitive agreement date issue an additional 200,000 common shares of Ubique (received);

• Prior to February 28, 2021, incur a minimum additional work expenditure of $137,290 (incurred), which includes any payments and commitments required to be made to the underlying vendors of the optioned property;

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

• Prior to September 1, 2021, make a cash payment of $40,000 to the vendors from whom the Company optioned the property (paid);

• Prior to February 28, 2022, incur a minimum additional work expenditure of $362,710 (incurred);

• Prior to February 12, 2024, incur a minimum additional work expenditure of $400,000, at which point Ubique will have earned a 55% interest in the Company’s property.

• Ubique will be granted the option to earn an additional 15% interest in the property by spending an additional $400,000 on exploration, prior to February 28, 2025.

Upon Ubique earning either a 55% or 70% interest in the property, the companies will form a joint venture to continue exploration, or the Company may elect to grant Ubique the right to earn an additional 5% interest in the property for every additional work expenditure of $100,000 to a limit of 95% ownership by Ubique, at which time the agreement provides for the Company’s interest to be converted to a 2% Net Smelter Royalty (“NSR”). Ubique will then have the right to buy back 1.75% of the NSR for $2,000,000. The underlying vendors are entitled to a NSR of 3% of which 2% may be repurchased for $2,000,000. In addition, the underlying vendors are entitled to a bonus payment in the event that the Operator delineates a NI 43-101 compliant resource of a minimum of 5,000,000 tonnes of ore with a grade of at least 7% zinc.

Selected Information:

	For the nine months ended	For the nine months ended	For the nine months ended
	February 28, 2022	February 28, 2021	February 29, 2020
	$	$	$
Operating expenses	441,224	858,758	134,999
Interest and miscellaneous income	-	-	-
Net loss for the period	(441,224)	(858,758)	(134,999)
Comprehensive loss for the period	(417,224)	(814,758)	(114,999)
Basic and diluted loss per share:
‐ net loss	(0.01)	(0.03)	(0.01)
As at	February 28, 2022	May 31, 2021	May 31, 2020
	$	$	$
Working capital	793,986	2,314,402	29,331
Total assets	4,564,583	3,671,608	231,462
Total liabilities	51,409	133,121	202,131
Share capital	7,456,511	6,397,438	4,255,443
Deficit	7,320,482	6,903,258	5,796,033

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

Summary of Quarterly Information:

		Three months ended	Three months ended
	February 28, 2022	November 30, 2021	August 31, 2021	May 31, 2021
	$	$	$	$
Operating expenses	114,856	144,021	182,347	298,467
Net loss	(102,856)	(138,021)	(176,347)	(292,467)
Comprehensive loss	(102,856)	(138,021)	(176,347)	(292,467)
Basic and diluted lossper share	(0.00)	(0.01)	(0.00)	(0.01)
		Three months ended
	February 28, 2021	November 30, 2020	August 31, 2020	May 31, 2020
	$	$	$	$
Operating expenses	673,255	149,164	36,339	37,472
Net loss	(664,255)	(134,164)	(16,339)	(122,472)
Comprehensive loss	(664,255)	(134,164)	(16,339)	(122,472)
Basic and diluted lossper share	(0.02)	(0.00)	(0.00)	(0.02)

Three Months Ended February 28, 2022 and February 28, 2021

The Company had a net loss of $102,856 for three months ended February 28, 2022 compared to $664,255 for the three months ended February 28, 2021. The loss for the three months ended February 28, 2022 decreased as compared to the same period in 2021, primarily due to an overall decrease in business activities of the Company.

Variances in the remaining expenditures are as follows:

Consulting fees were $34,241 for the three months ended February 28, 2022 compared to $80,750 for the three months ended February 28, 2021. The decrease is due to the change in management that occurred during the three months ended February 28, 2021 resulting in reduced consulting fees for the three months ended February 28, 2022.

Investor relations and promotion reduced by $40,986 to $14,388 for the three months ended February 28, 2022 compared to $55,374 for the three months ended February 28, 2021. The decrease is due to reduced marketing and advertising campaigns entered into for the three months ended February 28, 2021.

Professional fees were $31,371 for the three months ended February 28, 2022 compared to $10,908 for the three months ended February 28, 2021. The increase is primarily the result of the increase in audit, legal and accounting fees for the three months ended February 28, 2022.

Share-based payments were $nil for the three months ended February 28, 2022 compared to $483,828 for the three months ended February 28, 2021. The decrease is a result of a decrease in the number of options vesting and a corresponding decrease in recognition of expense during the period.

Fair value gain on marketable securities for the three months ended February 28, 2022 was $12,000 compared to $9,000 for the three months ended February 28, 2021. The gain for each period was determined by the change in the market price of Ubique’s common shares owned by the Company.

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

Nine Months Ended February 28, 2022 and February 28, 2021

The Company had a net loss of $417,224 for nine months ended February 28, 2022 compared to $814,758 for the nine months ended February 28, 2021. The loss for the nine months ended February 28, 2022 increased as compared to the same period in 2020, primarily due to an overall decrease in business activities of the Company.

Variances in the remaining expenditures are as follows:

Consulting fees were $105,117 for the nine months ended February 28, 2022 compared to $179,091 for the nine months ended February 28, 2021. The decrease is due to the change in management that occurred during the nine months ended February 28, 2021 resulting in reduced consulting fees for the nine months ended February 28, 2022.

Foreign exchange gain was $74,340 for the nine months ended February 28, 2022 compared to a foreign exchange loss of $5,355 for the nine months ended February 28, 2021. The foreign exchange gain was primarily a result of the transactions incurred which were denominated in other than Canadian dollars.

Investor relations expense for the nine months ended February 28, 2022 was $32,115 compared to $65,024 for the nine months ended February 28, 2021. The fees are lower due to a decrease in marketing and advertising campaigns for the Company.

Professional fees were $146,630 for the nine months ended February 28, 2022 compared to $40,591 for the nine months ended February 28, 2021. The increase is primarily the result of the increase in audit, legal, accounting and tax fees incurred during the nine months ended February 28, 2022.

Regulatory and transfer agent fees for the nine months ended February 28, 2022 was $41,491 for stock exchange fees, transfer agent fees and the electronic filing of disclosure documents on SEDAR compared to $49,398 for the nine months ended February 28, 2021.

Share-based payments were $158,229 for the nine months ended February 28, 2022 compared to $483,828 for the nine months ended February 28, 2021. The decrease in share-based payments resulted from a decrease in the number of options vesting and a corresponding decrease in recognition of expense during the period.

Fair value gain on marketable securities for the nine months ended February 28, 2022 was $24,000 compared to $44,000 for the nine months ended February 28, 2021. The gain for each period was determined by the change in the market price of Ubique’s common shares owned by the Company.

Exploration Properties:

Exploration and evaluation assets during the nine months ended February 28, 2022, by nature are detailed as follows:

	$
Balance as of May 31, 2021	1,158,301
Acquisition costs
- cash	50,000
- shares	400,000
- warrants	303,682
	753,682

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

Staking fees	21,721
Expenditures
Assay and analysis	148,794
Consulting	319,385
Drilling	871,685
Field	143,981
Geological	230,381
Technical studies	1,851
	1,716,077
Balance as of February 28, 2022	3,649,781

Liquidity and Capital Resources:

As of February 28, 2022 the Company had working capital of $793,986 (May 31, 2021 – $2,314,402) including cash of $637,290 (May 31, 2021 – $2,153,560).

The Company expects to obtain financing in the future primarily through further equity financings. At present, the Company has no operations that generate cash flow and its financial success is dependent on management’s ability to discover economically viable mineral deposits, arrange required funding through future equity issuances, asset sales or a combination thereof. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control. The Company relies on equity financings and the exercise of options and warrants to fund its exploration activities and its corporate and overhead expenses. Many factors influence the Company’s ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company’s track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities.

The Company’s operations to date have been financed by issuing common shares. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing to meet its obligations as they come due. If the Company was to become unable to continue as a going concern, then significant adjustments would be required to the carrying value of assets and liabilities, and to the balance sheet classifications currently used.

There is no guarantee that the Company will be able to secure additional financings in the future at terms that are favorable. To date, the Company has not used debt or other means of financing to further its exploration programs, and the Company has no plans to use debt financing at the present time. Based on the current working capital as of the date of this MD&A, it is expected that the current cash position will be sufficient to fund the Company’s needs for at least the next twelve months.

Outstanding Share Data:

During the nine months ended February 28, 2022

• 5,700,000 warrants were exercised for proceeds of $580,000 of which $50,000 was received during the year ended May 31, 2021.

• The Company issued 2,500,000 common shares (with a fair value of $400,000) and 2,500,000 common share purchase warrants (with a fair value of $303,682) with an exercise price of $0.155 for the acquisition of Breccia

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

Gold Property.

• The Company granted 845,000 options with an exercise price of $0.21 to certain officers, directors and consultants. The options are exercisable for a period of five years. All of the options granted vested immediately at the date of grant.

• 426,667 options expired unexercised.

• 500,000 warrants expired unexercised.

Subsequent to February 28, 2022

• The Company granted 200,000 options with an exercise price of $0.10 to certain consultants of the Company. The options are exercisable for a period of five years. All of the options granted vested immediately at the date of grant.

As of the date of this MDA, the number of common shares of the Company outstanding, or reserved for issue under convertible securities, is as follows:

Common Shares	Number
Shares outstanding	57,916,129
Options outstanding	3,551,667
Warrants outstanding	33,953,947
Fully diluted share capital	95,621,743

Financial Instruments:

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management’s assessment of the risk and available alternatives for mitigating the risk. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Company’s operations. These financial risks and the Company’s exposure to these risks are provided in various tables in note 11 of our unaudited condensed consolidated interim financial statements for the nine months ended February 28, 2022. For a discussion on the significant assumptions made in determining the fair value of financial instruments, refer also to note 2 of the financial statements for the year ended May 31, 2021.

Related Party Transactions:

The Company’s related parties as defined by IAS 24, Related Party Disclosures, include the following directors, executive officers, key management personnel, and enterprises which are controlled by these individuals:

Related Party	Relationship
Shawn Westcott	Chief Executive Officer (CEO)
Paul Robertson	Chief Financial Officer (CFO)
Jonathan Bey, Chairman	Chairman
Garry Clark, Director	Director
Darren Smith	Vice-President of Exploration and Director

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

Jonathan Armes	Former President and Director
Marco Guidi	Former CFO
Quantum Advisory Partners LLP	A partnership in which Mr. Robertson is a partner
Steel Rose Capital	A private company in which Mr. Bey is the President, CEO and Director
Clark Exploration Consulting Inc.	A private company in which Mr. Clark is a principal
Kaiben Geological Ltd	A private company in which Mr. Smith is a principal
ITCA ConsultingInc.	Aprivate companyin which Mr. Guidi is aprincipal

The Company considered the executive officers and directors as the key management of the Company.

The following table discloses the total compensation incurred to the Company’s key management personnel during the nine months ended February 28, 2022 and 2021:

For the nine months ended	For the nine months ended
February 28, 2022	February 28, 2021
$	$
Shawn Westcott, CEO
Consulting fees 60,750	55,500
Share-basedpayments 46,813	84,044
107,563	139,544
Paul Robertson, CFO
Professional fees(1) 72,000	12,050
Share-basedpayments 9,363	61,220
81,363	73,270
Jonathan Bey, Chairman
Consulting fees(2) 13,500	7,000
Share issuance costs -	10,000
Share-basedpayments 13,108	73,118
26,608	90,118
Garry Clark, Director
Consulting fees(3) 5,973	7,500
Share-basedpayments 9,363	54,629
15,336	62,129
Darren Smith, Director, VP of Exploration
Consulting fees(4) 24,894	3,750
Share-basedpayments 42,132	46,224
67,026	49,974
Jonathan Armes, Former President & Director
Consulting fees -	54,000
Share-basedpayments -	38,660
-	92,660
Marco Guidi, former CFO
Consulting fees(5) -	23,000
Share-basedpayments -	18,490
-	41,490
Total 297,896	549,185

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

• (1) Paid to Quantum Advisory Partners LLP

• (2) Paid to Steel Rose Capital

• (3) Paid to Clark Exploration Consulting Inc.

• (4) Starting January 1, 2022, paid to Kaiben Geological Ltd.

(5) Paid to ITCA Consulting Inc.

The balances due to the Company’s directors and officer included in accounts payables and accrued liabilities were $16,781 as at February 28, 2022 (May 31, 2021 – $75,766). These amounts are unsecured, non-interest bearing and payable on demand.

Critical Accounting Estimates:

The financial statements, including comparatives, have been prepared using accounting policies consistent with IFRS issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, the financial statements have been prepared using the accrual basis of accounting except for cash flow information.

New Accounting Pronouncements:

There were no new or amended IFRS pronouncements effective June 1, 2021 that impacted the Company’s condensed consolidated interim financial statements.

Off Balance-Sheet Arrangements:

The Company does not utilize off-balance sheet arrangements.

Risks and Uncertainties:

The following discussion outlines a number of risks that management believes could impact the Company’s business.

Financial Risk

Additional funds may be required in the future to finance exploration and development work. The Company has access to funds through the issuance of additional equity and borrowing. There can be no assurance that such funding will be available to the Company under current economic conditions. Furthermore, even if such financing is successfully completed, there can be no assurance that it will be obtained on terms favourable to the Company or that it will provide the Company with sufficient funds to meet its objectives, which could adversely affect the Company’s business and financial condition.

Title to Properties

Although the Company has taken reasonable measures to ensure proper title to its properties, there is no guarantee that titles to any of its properties will not be challenged or impugned. Third parties may have valid claims underlying portions of the Company interests.

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

Industry Conditions

Mineral resource exploration and development involves a high degree of risk that even a combination of careful assessment, experience and know-how cannot eliminate. While the discovery of a deposit may prove extremely lucrative, few properties that undergo prospecting ever generate a producing mine. Substantial amounts may be required to establish ore reserves, develop metallurgical processes and build mining and processing facilities at a given site. There can be no assurance that the exploration and development programs planned by the Company will result in a profitable mining operation. The economic viability of a mineral deposit depends on a number of factors, some of which relate to the particular characteristics of the deposit, particularly its size, grade and proximity to infrastructure, as well as the cyclical nature of metal prices and government regulations, including those regarding prices, royalties, production limits, importation and exportation of minerals, and environmental protection. The impact of such factors cannot be precisely assessed but may prevent the Company from providing an adequate return on investment.

Government Regulation

The Company’s activities must comply with the applicable legislation on exploration and development, environmental protection, obtaining of permits, and authorization of mining operations in general. The Company believes that it is in compliance in all material respects with such laws. Changing government regulations could have an adverse impact on the Company’s operations.

COVID-19 Pandemic

The COVID-19 pandemic has caused a significant and negative impact to the global financial market. The Company continues to monitor and assess the impact on its business activities. The potential impact is uncertain, and it is difficult to reliably measure the extent of the effect of the COVID-19 pandemic on future financial results.

Additional Information for Venture Issuer’s Without Significant Revenue

Footnote	For the nine months ended
	February 28, February 28, 2022 2021 $ $
Expenses Consulting fees 1 Foreign exchange gain General & administrative Investor relations and promotion 2 Professional fees 3 Regulatory & transfer agents 4 Share-based payments 5 Travel	105,117 179,091 (74,340) 5,355 30,146 35,471 32,115 65,024 146,630 40,591 41,491 49,398 158,229 483,828 1,836 -
	441,224 858,758

Notes:

1. Consulting fees decreased by $73,974 from the comparative period. The amounts decreased due to a change in management that occurred during the nine months ended February 28, 2021 resulting in reduced consulting fees for the nine months ended February 28, 2022.

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Ophir Gold Corp

Management Discussion & Analysis For the Nine Months Ended February 28, 2022

1. Investor relations decreased by $32,909 from the comparative period. The amounts decreased due to a decrease in marketing and advertising campaigns for the Company.

2. Professional fees increased by $106,039 from the comparative period. The amounts increased due to an increase in audit, legal, accounting and tax fees incurred by the Company during the nine months ended February 28, 2022.

3. Transfer agent and filing fees decreased from the comparative period by $7,907. The costs were lower in the current period as the Company had a decrease in stock exchange fees, transfer agent fees and electronic filing of disclosure documents on SEDAR.

4. Share-based compensation decreased by $325,599 from the comparative period. The decrease in sharebased compensation resulted from a decrease in the number of options vesting and a corresponding decrease in recognition of expense during the period.

Caution Regarding Forward-Looking Information:

Certain information contained in this MD&A may constitute forward-looking information, which is information regarding possible events, conditions or results of operations of the Company that is based upon assumptions about future economic condition and courses of action and which is inherently uncertain. All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "feel", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information contained in this MD&A includes, without limitation, our expectations regarding anticipated exploration activities and results and financing activities and other factors on our operating results, and the performance of global capital markets, commodity prices and interest rates.

Forward-looking information involves known and unknown risk, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this MD&A. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking information contained in this MD&A include, but are not limited to: risks relating to exploration results, market fluctuations, commodity price fluctuations and the strength of the Canadian, U.S. and other economies.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Although the Company has attempted to identify important factors that could cause actual events and results to differ materially from those described in the forward-looking information, there may be other factors that cause events or results to differ from those intended, anticipated or estimated. The Corporation undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. All of the forward-looking information contained in this MD&A is expressly qualified by this cautionary statement.

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