G Mining TZ Corp. — Management Reports 2022

Apr 28, 2022

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G Mining Ventures Corp. (formerly Kanadario Gold Inc.)

Management Discussion & Analysis For the Fourteen Months Ended December 31, 2021

Dated April 27, 2022

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

This Management Discussion and Analysis (“ MD&A ”) of the financial condition, results of operations and cash flows of G Mining Ventures Corp. (formerly Kanadario Gold Inc. and hereinafter designated as the " Corporation " or “ GMIN ”) for the fourteen months ended December 31, 2021, should be read in conjunction with the audited consolidated financial statements for the fourteen months ended December 31, 2021. This MD&A is dated April 27, 2022, and all monetary amounts are expressed in United States dollars (“ US$. ”), the Corporation’s presentation currency. References to “ CA$ ” refer to Canadian dollars.

Additional information relating to the Corporation is available on its website at www.gminingventures.com and under the Corporation’s profile on SEDAR at www.sedar.com.

The Corporation has prepared its consolidated financial statements for the fourteen months ended December 31, 2021 in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board.

- Changes in year end and in presentation currency

Effective in fiscal year 2021, the Corporation changed its financial year-end from October 31 to December 31, notably to align the year-ends of the Corporation and of its subsidiary located in Brazil which operates on a calendar fiscal year-end. Accordingly, this MD&A presents the fourteen months ended December 31, 2021 and the consolidated financial statements present the statements of financial position as at December 31, 2021 and October 31, 2020, and the results of operations for the fourteen months ended December 31, 2021 and the year ended October 31, 2020.

Prior to November 1, 2020, the Corporation reported its annual and quarterly consolidated statements of financial position, comprehensive loss, shareholder’s equity and cash flows in CA$. Effective November 1, 2020, the Corporation changed its reporting currency to the US$ to facilitate the comparability of the Corporation’s financial information with that of similar mining companies. In accordance with International Accounting Standard 21, The Effects of Changes in Foreign Exchange Rates , the Corporation’s consolidated financial statements for all periods presented have been translated into US$. The consolidated statements of comprehensive loss and the consolidated statements of cash flows for each year have been translated into the presentation currency using the average exchange rate prevailing during each year. All assets and liabilities have been translated using the exchange rate prevailing at the statements of financial position dates. Equity transactions have been translated at the exchange rate in effect on the date of the specific transaction. All resulting exchange differences arising from the translation are included in other comprehensive income or loss as foreign currency translation adjustments. All comparative financial information has been restated to reflect the Corporation’s results as if they had been historically reported in US$.

This MD&A contains “forward-looking information” and “forward-looking statements” within the meaning of certain securities laws, including forward-looking information about the Corporation’s plans, operations, estimates, and exploration and acquisition spending. Particular attention should be given to the risk factors described in the “Risks and uncertainties” section of this MD&A and to the “Forward-Looking information and material assumptions” section immediately below.

FORWARD-LOOKING INFORMATION AND MATERIAL ASSUMPTIONS

Forward-looking statements contained in this MD&A include particularly, but without limitation, those related to the Feasibility Study (as defined hereinafter) results (as such results are set out in the table featured below, and are commented in the relevant section of this MD&A), such as the Tocantinzinho Gold Project’s (the “ Project ”)production profile, the Project’s life of mine (“ LOM ”), construction and payback periods, NPV, IRR, (direct/indirect, before/after tax) capital costs, contingency, industry leading operating costs, all-in sustaining cost (“ AISC ”), sustaining capital costs, free cash flows, mineral proven and probable reserves, measured and indicated (“ M&I ”) resources, open pit ore and waste extraction, mill feed, milling process and recovery, power supply arrangements and power consumption, and closure costs.

Forward-looking information is generally signified by words such as “forecast”, “projected”, “expect”, “anticipate”, “believe”, “will”, “should” and similar expressions. Forward-looking information is based on assumptions,

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

FORWARD-LOOKING INFORMATION AND MATERIAL ASSUMPTIONS (continued)

expectations, and projections that the Corporation believes were reasonable at the time such information was prepared, but assurance cannot be given that any of these assumptions, expectations or projections will prove to be correct, and the forward-looking information in this MD&A should not be unduly relied upon. Any of the forwardlooking information and the aforesaid assumptions, expectations and projections may prove to be incorrect as they are subject to uncertainties and risks.

Many of these uncertainties and risks can affect, and could cause, actual results to differ materially from those implied in any forward-looking statement; future events could differ materially from what is currently anticipated by the Corporation. A non-comprehensive list of uncertainties and risks, which are typical for mining companies, is provided in a separate section hereinafter.

In addition, but without limitation, there can be no assurance that the Feasibility Study results will prove to be accurate as actual results and future events can differ materially from those anticipated in the Feasibility Study. Particularly, but without limitation, there can be no assurance that:

• all permits necessary to build and bring the Project into commercial production will be obtained or, as applicable, reinstated;

• the price of gold environment and the inflationary context will remain conducive to bringing the Project into commercial production;

• budgetary quotes will prove accurate;

• the business conditions in Brazil will remain favorable for developing mines such as the Project; and

• the Corporation will bring the Project into commercial production and that it will acquire any other significant precious metal assets.

Forward-looking statements are featured in this MD&A for the purpose of providing information about management’s expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as several important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions, and intentions expressed in such forward-looking statements. The Corporation cautions that the foregoing list of factors, as well as the non-comprehensive list of risks and uncertainties provided hereafter, are not exhaustive, and new, unforeseeable risks and uncertainties may arise from time to time. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

HIGHLIGHTS

• Closing of private placements : A brokered private placement and a non-brokered private placement have generated gross proceeds of $32.8 million (CA$42.6 million) in November and December 2020, respectively, which were used for general corporate and working capital purposes as well as for initiating endeavors to acquire at least one advanced stage mineral asset and for continuing exploration and development activities.

• Experienced leadership team : The Corporation is backed by the principals of G Mining Services Inc. (“ GMS ”), a proven team with a strong track record of project development and mine operations.

• Industry-leading technical team: An arm’s length Master Services and Cooperation Agreement (the “ MSA ”) was entered into as of January 26, 2021, with GMS, a private consultancy firm directly involved in the successful construction and development of the Fruta del Norte gold mine in Ecuador (Lundin Gold Inc.) and the Merian gold mine in Suriname (Newmont Mining Corp.), among other projects; more information about the MSA is provided in section “Transactions with Related Parties” hereinafter.

• Sprott partnership : An agreement was entered into as of January 27, 2021, with Sprott Resource Lending Corp. (“ Sprott ”), a leading financier to the mining sector, to provide the Corporation with access to funding of up to $200 million for future project acquisitions and project development opportunities.

• Acquisition of the Project: A definitive agreement was signed, on August 8, 2021, with Eldorado Gold Corporation (“ Eldorado” ) to acquire all the issued and outstanding shares of Brazauro Recursos Minerais S.A . (“ BRM ”) for a total consideration up to $115 million. BRM is a Brazilian exploration and development company holding the property, assets, and rights related to the Project, located in northern Brazil. This acquisition closed on October 27, 2021.

• Closing of “Bought Deal” Private Placement: The Corporation closed a “bought deal” private placement on September 15, 2021, for gross proceeds of $55.7 million (CA$70.5 million), which are being used for general corporate and working capital purposes and for continuing exploration and development activities, mainly on the Project.

• Partial buyback of royalty on the Project : The Corporation exercised its right to buydown 1.0% of the total private 3.5% net smelter return (“ NSR ”) royalty held on the Project, resulting in an NSR royalty of 2.5%. A $2 million cash payment was made on November 23, 2021.

More information on the last three points above is provided hereinafter.

DESCRIPTION OF BUSINESS

The Corporation is an exploration stage company incorporated on November 23, 2017, under the laws of the province of British Columbia, Canada. Its principal business activities are the acquisition, exploration, evaluation, and development of mineral properties. The Corporation’s principal place of business is at 7900, W. Taschereau Blvd., Building D, Suite 210, Brossard, Québec, Canada, J4X 1C2. The Corporation’s registered and records office is at 595 Burrard Street, Suite 2600, Three Bentall Center, Vancouver, British Columbia, Canada, V7X 1L3.

On December 17, 2020, a Certificate of Continuance was issued to the Corporation under section 187 of the Canada Business Corporations Act (CBCA). The Corporation’s name changed from Kanadario Gold Inc. The Corporation’s common shares are traded on the TSX Venture Exchange (“ TSX-V ”) under the symbol “GMIN” and on the OTCQB Market under the symbol “GMINF”.

Since the acquisition of the Project on October 27, 2021, the Corporation’s primary focus has been to advance the Project.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

CORPORATE DEVELOPMENTS SINCE OCTOBER 31, 2020 (14 MONTHS)

In early March 2020, there was a global outbreak of coronavirus (COVID-19). The duration and full financial effect of the COVID-19 pandemic is unknown at this time as are the measures taken by governments, companies, and others to attempt to reduce the spread of COVID-19. Any estimate of the length and severity of these developments is therefore subject to significant uncertainty and, accordingly, estimates of the extent to which the COVID-19 may materially and adversely affect the Corporation’s operations, financial results and condition in future periods are also subject to significant uncertainty.

Private Placements

On November 25, 2020, the Corporation completed a change of management and of the Board of Directors, along with the closing of a brokered private placement for gross proceeds of $28,401,138. The Corporation issued 73,860,000 units at a price of $0.38 (CA$0.50) per unit. Each unit consisted of one (1) common share and onehalf of one (1/2) common share purchase warrant. Each whole warrant entitles its holder to acquire one additional common share of the Corporation at a price of CA$0.80 for a period of 18 months from the date of issuance. If the volume weighted average closing price of the common shares of the Corporation is equal to or greater than CA$1.60 for a period of 10 consecutive trading days, the Corporation may, at its option, elect to accelerate the expiry of the warrants.

On December 15, 2020, the Corporation issued 11,340,000 units at a price of $0.39 (CA$0.50) per unit for gross proceeds of $4,438,356 in a non-brokered private placement with a company controlled by the family of one director and an officer. Each unit consisted of one (1) common share and one-half of one (1/2) common share purchase warrant. Each whole warrant entitles its holder to acquire one common share of the Corporation at a price of CA$0.80 for a period of 18 months from the date of issuance; and maturity of such warrants can be accelerated as described in the preceding paragraph.

On September 15, 2021, the Corporation completed a “bought deal” private placement (the “ Offering ”) of units (the “ Units ”) with a syndicate of underwriters. Pursuant to the Offering, the Corporation issued an aggregate of 74,224,042 Units at a price of $0.75 (CA$0.95) per Unit for aggregate gross proceeds of $55,736,969. Each Unit consists of one (1) common share in the capital of the Corporation (each a “ Common Share ”) and one half of one (1/2) Common Share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant entitles its holder to acquire one Common Share at any time until September 15, 2024, at an exercise price of CA$1.90.

During the fourteen months ended December 31, 2021, the Corporation incurred unit issue costs of $5,233,862 for these three private placements of which $537,290 have been paid through the issuance of 715,500 Units to one of the underwriters.

During the fourteen months ended December 31, 2021, the Corporation received in cash $570,871 from the exercise of 4,010,000 common share purchase warrants and $46,278 from the exercise of 400,000 stock options. The Corporation received $21,166 from the exercise of 185,000 common share purchase warrants during the twelve months ended October 31, 2020.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

CORPORATE DEVELOPMENTS SINCE OCTOBER 31, 2020 (14 MONTHS) (continued)

Acquisition of the Project

On October 27, 2021 (the " Closing Date "), the Corporation acquired all the issued and outstanding shares of BRM from Eldorado (the " Acquisition "). BRM is a Brazilian exploration and development company holding the property, assets, and rights related to the Project, located in northern Brazil.

The Project is an open-pit gold deposit containing 1.8 million ounces of reserves located in Para State, Brazil. The 688km[2] land package has direct access via 103 km of all-weather roads starting from the national highway, the BR-163, that links the industries in southern Brazil to the city of Belém in the north. The Corporation intends to construct a transmission line and a substation at site to connect the Project to the Brazilian power grid, which is

80% powered by renewable energy, a sustainable source of low-carbon power. The Project could be entitled to a special Brazilian tax incentive from the Superintendency for the Development of Amazonia (SUDAM) that would provide a 75% reduction to the corporate income taxes.

Eldorado acquired the Project in 2010 through the $120 million acquisition of BRM and invested over $90 million into the Project since then. All the key permits required for the start of construction have been received, including installation licenses in 2017, with two mining concessions issued in 2018. A feasibility study on the Project was initially completed by Eldorado in 2015, and an updated NI 43-101 technical report was published in 2019 (“ 2019 FS "). The deposit is open at depth, and the large underexplored land package presents a great deal of additional exploration potential that may yield satellite mineralized bodies.

On the Closing Date, an amount of $20 million was paid in cash by the Corporation and $33 million was paid through the issuance of 46 926 372 common shares of the Corporation to Eldorado. Additionally, a deferred cash payment of $60 million (the " Deferred Consideration ") will be payable, at the Corporation's option, anytime from the Closing Date until the first anniversary of the Project achieving commercial production. The Corporation, at its option, may defer 50% of the Deferred Consideration for 12 months subject to a $5 million premium payable on the second anniversary of the Project achieving commercial production (such further deferred payment then totaling $35 million). Transaction costs amounted to $1.5 million.

On November 23, 2021, the Corporation paid $2 million and exercised its right to buydown 1.0% of the total private 3.5% NSR royalty held on the Project, resulting in a NSR royalty of 2.5%

Since the Acquisition, the Corporation has incurred as of December 31, 2021, an amount totaling $2,438,069 to advance the Project mainly for consultant services for basic engineering and the update of the feasibility study released in February 2022, deposit on a major equipment, exploration expenses and owner’s costs. The detail is as follows:

	Two Months Ended December 31,2021 2021 $
Salaries and Fringe Benefits	262,510
Security	82,416
Consulting Fees-Basic Engineering	972,400
Professional Fees	109,878
Office Costs and Travel	92,607
CampCosts	188,793
Exploration	369,465
Equipment	360,000
Total	2,438,069

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

OTHER EXPLORATION AND EVALUATION ASSET

Cameron Lake Project

On June 1, 2018, the Corporation entered into a mineral property acquisition agreement to acquire a 100% interest in mineral claims located in the Cameron Lake area, in the province of Québec. Under the terms of that agreement, the Corporation paid $38,040 and issued 1,000,000 common shares of the Corporation (issued and valued at $38,568).

The property is subject to a 2% NSR royalty, of which the Corporation may repurchase one-half (1%) for CA$1,000,000. During the fourteen months ended December 31, 2021, the Corporation performed some work on the Cameron Lake Project for an amount of $53,425 and accounted for mining exploration tax credits from the government of Québec of $49,872. The Corporation is currently evaluating its plan and budget for this property.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

A summary of exploration and evaluation expenditures for the fourteen months ended December 31, 2021, and the year ended October 31, 2020, is as follows:

		Tocantinzinho	Cameron Lake	Cameron Lake		Destor		Sunday Fault	Larder North	Larder North
		Project		Project		Property		Property		Property		Total
Balance, October 31, 2019	$	-	$	179,649	$	-	$	-	$	-	$	179,649
Acquisition Costs
Acquisition			-	-		34,160		34,159		49,050		117,369
Impairment			-	-		(34,160)		(34,159)		(49,050)		(117,369)
Total Acquisition Costs			-	-		-		-		-		-
Property Exploration Costs
Exploration and Evaluation Costs			-	76,172		2,499		2,499		2,499		83,669
Mining Tax Credits			-	(12,086)		-		-		-		(12,086)
Impairment			-	-		(2,499)		(2,499)		(2,499)		(7,497)
Total Property Exploration Costs			-	64,086		-		-		-		64,086
Foreign Exchange				(3,098)								(3,098)
Balance, October 31, 2020			-	240,637		-		-		-		240,637
Acquisition Costs
Acquisition		53,248,070		-		-		-		-		53,248,070
Royalty Buydown		2,000,000		-		-		-		-		2,000,000
Total Acquisition Costs		55,248,070		-		-		-		-		55,248,070
Property Exploration Costs
Exploration and Evaluation Costs		2,438,410		53,425		-		-		-		2,941,835
Mining Tax Credits			-	(49,872)		-		-		-		(49,872)
Total Property Exploration Costs		2,438,410		3,553		-		-		-		2,441,963
Foreign Exchange		4,830		13,560								18,390
Balance,December 31,2021	$	57,691,310 $		257,750	$	-	$	-	$	-	$	57,949,060

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

SELECTED ANNUAL INFORMATION

	December 31, 2021 $	October 31, 2020 $	October 31, 2019 $
Revenue	-	-	-
Net Loss	(3,289,238)(1)	(494,564)	(136,381)
Basic and Diluted Loss per Common Share	(0.02)	(0.03)	(0.02)
Total Assets	120,230,592	1,157,133	774,482
Total Non-Current Liabilities	37,524	-	-
Dividends	-	-	-

(1) The increase in the loss for the fourteen months ended December 31, 2021, compared with the previous years is concurrent to the Corporation’s stated objective of acquiring an advanced stage mineral asset and carrying out its development and construction. As a result, the legal fees related to the name change, the signing of the Master Services and Cooperation Agreement with GMS and the agreement with Sprott as well as the hiring of a management team, the formation of a larger Board of Directors and the cost of due diligence has increased during the period compared with the previous years. More information is provided in section “OPERATIONS”

SELECTED QUARTERLY INFORMATION

Results for the eight most recently completed quarters and the two months ended December 31, 2021, are summarized below.

	Two Months Ended	Three Months Ended	Three Months Ended	Three Months Ended	Three Months Ended
	December 31, 2021 $ (unaudited)	October 31, 2021 $ (unaudited)	July 31, 2021 $ (unaudited)	April 30, 2021 $ (unaudited)	January 31, 2021 $ (unaudited)
Total Revenue	-	-	-	-	-
Loss for the Period	(253,603)	(1,153,452)(1)	(710,982)	(621,719)	(549,482)
Basic and Diluted Loss per Share	(0.00)	(0.01)	(0.01)	(0.01)	(0.01)
Total Assets	120,230,592	120,517,422	33,427,072	33,886,946	33,081,877
Total Non-current Liabilities	37,524	43,816	-	-	-

		Three Months Ended	Three Months Ended
	October 31, 2020 $ (unaudited)	July 31, 2020 $ (unaudited)	April 30, 2020 $ (unaudited)	January 31, 2020 $ (unaudited)
Total Revenue	-	-	-	-
Loss for the Period	(376,166)(2)	(35,502)	(29,135)	(53,761)
Basic and Diluted Loss per Share	(0.02)	(0.00)	(0.00)	(0.01)
Total Assets	1,157,133	685,085	615,792	691,013
Total Non-current Liabilities	-	-	-	-

(1) The increase in the loss for the quarter period ending October 31, 2021, compared with the previous quarters is primarily due to foreign exchange loss as a result of monetary assets and liabilities denominated in US$ translated into the Corporation’s functional currency at the exchange rate in effect at the reporting date.

(2) The increase in the loss for the quarter ending October 31, 2020, compared with the previous quarters is primarily due to the recognition by the Corporation of an impairment on three properties in which it had interests, following the decision to not continue exploration activities thereon. Additionally, there was an increase in consulting and legal fees in connection with the change of management and of the Board of Directors of the Corporation.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

OPERATIONS

During the two months ended December 31, 2021, the Corporation reported a net loss of $253,603 as shown in the table below:

the table below:
	Two Months Ended December 31, 2021 $
Salaries and Fringe Benefits	296,814
Director Fees	22,392
Share-Based Compensation	157,605
ConsultingFees	25,827
Professional Fees	18,312
Rent Expense	2,494
Investor Relations	33,144
Office and General	101,437
Depreciation	8,965
Transfer Agent and FilingFees	7,408
Foreign Exchange Gain	(371,638)
Interest Income and Other	(49,157)
Net Loss for the Period	(253,603)

Major expenses for the period are as follow:

• Salaries and Fringe Benefits of $296,814 relates to the Corporation’s management team;

• Share-Based Compensation of $157,605 relates to share options granted to directors and officers (“ D&O ”);

• Investor Relations of $33,144 relates to attendance to investors conferences and press release issuance;

• Office and General of $101,437 relates mainly to the implementation and platform fees of a 3D imaging of the Project site, office expenses and to D&O’s insurance premium;

• Foreign Exchange gain of $371,638 relates to the strengthening of the CA$ during the period when translating monetary assets and liabilities denominated in foreign currency to the functional currency at the exchange rate in effect at the reporting date; and

• Interest income and other $49,157 relates to interest revenue on cash and cash equivalents as well as consulting revenues.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

OPERATIONS (continued)

During the fourteen months ended December 31, 2021, the Corporation reported a net comprehensive loss of $1,932,319 (2020: -$509,657) as shown in the table below:

	Fourteen Months Ended December 31, 2021 $	Year Ended October 31, 2020 $
Salaries and Fringe Benefits	1,423,726	-
Director Fees	177,746	-
Share-Based Compensation	895,882	-
ConsultingFees	223,438	184,028
Professional Fees	187,568	110,671
Management Fees	77,134	-
Rent Expense	7,705	17,858
Investor Relations	73,394	-
Office and General	250,499	20,679
Depreciation	13,111	-
Impairment of Exploration and Evaluation Assets	-	124,866
Transfer Agent and FilingFees	57,491	38,832
Foreign Exchange Loss	174,602	-
Interest Income and Other	(273,058)	(2,370)
Net Loss for the Period	(3,289,238)	(494,564)
CurrencyTranslation Adjustment	1,356,919	(15,093)
Net Comprehensive Loss for the Period	(1,932,319)	(509,657)

Expenses for the fourteen months ended December 31, 2021, compared to the year ended December 31, 2020 were as follows:

• Salaries and fringe benefits increased from $nil to $1,423,726 as a result of the hiring of the President & CEO, the Vice President, Finance & CFO, the Vice President, Legal Affairs & Corporate Secretary and the Vice President, Corporate Development & Investor Relations;

• Director fees increased from $nil to $177,746 as a result of the appointment of new members forming the Board of Directors;

• Share-based compensation increased from $nil to $895,882 as a result of share options granted to D&O;

• Professional fees increased from $110,671 to $187,568 as a result of the change of management and Board of Directors, the 2020 Annual General & Special Shareholders Meeting, the finalization of the MSA, legal and general corporate matters;

• Management fees increased from $nil to $77,134 as a result of fees charged by GMS employees for the Corporation’s business development;

• Rent expense decreased from $17,858 to $7,705 as a result of the rent for the office space starting in September 2021 whereas it was rented during twelve months in 2020;

• Investor relations increased from $nil to $73,394 mainly as a result of the decision to retain a marketmaking services provider to assist in maintaining an orderly trading market for the common shares of the Corporation, performing marketing activities and issuing of corporate press releases;

• Office and general increased from $20,679 to $250,499 mainly as a result of the increase in the office expenses, the D&O insurance premium, the implementation of the Corporation’s website and of a corporate governance portal;

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

OPERATIONS (continued)

• Impairment of exploration and evaluation assets of $124,866 for the twelve months ended October 31, 2020, as a result of the Corporation determining it would no longer explore three properties in which the Corporation had interests. No impairment was required for the fourteen months ended December 31, 2021;

• Foreign exchange loss increased from $nil to $174,602 as a result of monetary assets and liabilities denominated in foreign currency translated to the functional currency at the exchange rate in effect at the reporting date;

• Interest income and other increased from $2,370 to $273,058 as a result of interest revenue on cash and cash equivalents as well as consulting revenues; and

• Currency Translation Adjustment increased from a loss of 15,093 to a gain of 1,356,919 as a result of converting the financial statements of the parent company and the Corporation’s subsidiary from their functional currency, respectively $CA and $R to the Consolidated financial statements’ presentation currency which is US$.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2021, the Corporation had a working capital of $58,381,761, which included cash and cash equivalent of $57,503,632 (respectively $852,174 and $868,139 as at October 31, 2020).

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation’s approach to managing liquidity is to ensure, as much as possible, that it will always have sufficient liquid funds to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Corporation’s reputation. The contractual financial liabilities of the Corporation as of December 31, 2021, equal $2,603,610 (2020 - $64,323). All liabilities presented as accounts payable are due within 30 days of the reporting date.

The Corporation manages its liquidity risk by using budgets that enable it to determine the amounts required to maintain the status of its current obligations and keep its properties in good standing, to pay its ongoing general and administrative expenses and to meet its liabilities, obligations and existing commitments beyond the ensuing 12 months as they fall due, with the financing closed on September 15, 2021, as described in section CORPORATE DEVELOPMENTS SINCE OCTOBER 31, 2020 (14 MONTHS) of this MD&A.

The Corporation currently has limited sources of income. To continue the Corporation’s future operations and fund its development expenditures, the Corporation will periodically need to raise additional funds, which may be completed in a number of ways, including, but not limited to, the issuance of new equity, debt financing or securing capital from potential partners. While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Corporation or that they will be available on terms which are acceptable to the Corporation.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

LIQUIDITY AND CAPITAL RESOURCES (continued)

CASH FLOW PROVIDED BY (USED IN)	Fourteen Months Ended	Year Ended
	December 31,	October 31,
	2021	2020
	$	$
Operating Activities Before the Net Change in
Working Capital Items	(2,203633)	(369,698)
Net Change in WorkingCapital Items	(2,342,351)	(33,733)
Operating Activities	(4,545,984)	(403,431)
Investing Activities	(24,413,778)	(126,160)
Financing Activities	84,490,749	818,739
Effect on Foreign Exchange Rate Differences on
Cash	1,104,506	(12,944)
Increase in Cash and Cash Equivalents	56,635,493	276,204

Operating Activities

For the fourteen months ended December 31, 2021, cash used in operating activities totaled $4,545,984 while there were $403,431 of cash outflows for the year ended October 31, 2020. The cash outflows were higher mainly due to a greater net loss as described in the above section.

Investing Activities

For the fourteen months ended December 31, 2021, cash used in investing activities totaled $24,413,778 whereas for the same period in 2020, investing activities were $126,160. The major variance is explained by the acquisition of BRM net of cash acquired for $21,043,211, the royalty buydown for $2,000,000 and costs incurred to advance the Project.

Financing Activities

For the fourteen months ended December 31, 2021, the Corporation had net cash receipts related to financing activities of $84,490,749 mainly due to the net proceeds from two private placements of $31,009,732, a bought deal private placement for $52,870,160 and the exercise of warrants and options for $617,149. For the same period in 2020, the Corporation closed a private placement for net proceeds of $797,573 and received $21,166 from the exercise of warrants.

OFF-BALANCE SHEET ARRANGEMENTS

The Corporation has not entered into any off-balance sheet arrangements.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

TRANSACTIONS WITH RELATED PARTIES

Key management includes directors (executive and non-executive) and the executive management team. The compensation paid or payable to key management as compensation for their services are included in the amounts shown on the Consolidated Statements of Loss and Comprehensive Loss and are presented below:

		Fourteen Months Ended		Year Ended October 31,
		December 31, 2021		2020
Salaries, Bonus and Benefits	$	1,423,726	$	-
Short-Term Compensation (Consulting Fees and
Professional Fees)		77,134		68,119
Directors’ fees		177,746		-
Share-Based Compensation		895,882		-
	$	2,574,488	$	68,119

Key management employees are subject to employment agreements which provide for payments on termination of employment without serious reason or following a change of control providing for payments of twice base salary and bonus and certain vesting acceleration clauses on Options.

During the fourteen months ended December 31, 2021, the Corporation entered into the MSA with GMS, a related party with one common officer (who is also a director) and one common director, to formalize the business relationship pursuant to which the Corporation has access to a wide range of services provided by GMS on an asneeded basis and on arm’s length terms. GMS is a specialized mining consultancy firm based in Brossard, Québec, offering a wide range of services to both underground and open pit mining projects. GMS was directly involved in the construction and development of the Fruta del Norte gold mine in Ecuador (Lundin Gold Inc.) and the Merian gold mine in Suriname (Newmont Mining Corp.), among others.

The MSA is intended to assist the Corporation to evaluate, develop, construct, commission and eventually operate one or several mining projects it plans to acquire. The MSA also provides for proper governance with respect to related party transactions.

In connection with the MSA, the Corporation entered into, on January 1[st] , 2021, a contract for basic services with GMS, mainly with respect to support provided by GMS for due diligence activities, exploration work and various technical assessments and reviews. In addition, and also in connection with the MSA, the Corporation entered into an Engineering and Project Development Services Contract for the Project (the “ TZ Contract ”) with GMS.

Under the basic service contract, for the fourteen months ended December 31, 2021, net consulting fees of $401,139 were charged by GMS respectively (2020-$nil) relating to due diligence, administrative support, and office fees. Under the TZ Contract, for the fourteen months ended December 31, 2021, consulting fees of $1,714,882 were charged by GMS (2020 - $nil) relating to the update of the feasibility study and basic engineering.

The conclusion of the MSA as well as the contract for basic services, and the TZ Contract was approved by the Audit & Risk Committee of the Board, the business relationship between the Corporation and GMS being under the latter committee’s purview, notably pursuant to its charter.

The Board also adopted, on January 26, 2021, formal guidelines regarding the business relationship and approval process for the MSA between GMS and the Corporation. These guidelines confirm that the Board has mandated the Audit & Risk Committee to oversee all matters relating to the performance of MSA by the Corporation and the business relationship of the Corporation with GMS in order to appropriately address any actual or perceived conflicts of interest, or potential conflicts of interest, and any risks which may arise from such relationship, with a

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TRANSACTIONS WITH RELATED PARTIES (continued)

view to ensuring that (i) the Corporation adheres to proper governance practices in all respects in relation to the MSA, and (ii) the Corporation is at all time compliant with applicable laws, including applicable securities laws and the rules and policies of the TSXV.

The Corporation also completed a non-brokered private placement with related parties as described in the consolidated financial statements as at December 31, 2021. Certain officers and directors of the Corporation participated directly in the brokered private placement and in the “bought deal” private placement described in consolidated financial statements as at December 31, 2021, under the same terms as other investors.

The net payable balances to GMS as of December 31, 2021, are $1,162,146 (October 31, 2020 - $nil).

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The Corporation’s critical accounting estimates and judgements are summarized in note 4 of its audited consolidated financial statements for the fourteen months ended December 31, 2021, filed on SEDAR at www.sedar.com on April 27, 2022.

CHANGE IN ACCOUNTING POLICIES

Refer to note 3 in the audited consolidated financial statements.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Refer to note 8 in the audited consolidated financial statements.

COMMITMENTS

Capital expenditures contracted as at December 31, 2021, amount to $6.7 million, expected to be paid in the year ending December 31, 2022.

OUTLOOK-2022

The Project is the Corporation’s priority development project. An updated Feasibility Study for the Project and detailed in the section was published on February 09, 2022 (see details in section EVENTS OCCURING AFTER THE REPORTING DATE AND UP TO THE DATE OF THIS MD&A hereafter ) . The plan going forward is to initiate full construction activities in 2022 once financing for the Project will have been secured and once the relevant permit extensions and renewals will have been received from environmental authorities

Detailed engineering is in progress and will continue in 2022 as well as procurement activities for long-lead items. Site preparations and early works such as the expansion of the exploration camp, site access road improvements and construction of the permanent camp facilities are planned for 2022. The expenditures planned for 2022 are to be funded from the Corporation’s cash on hand with further expenditures to be committed once the Project financing is obtained.

.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS FOURTEEN MONTHS ENDED DECEMBER 31, 2021

EVENTS OCCURRING AFTER THE REPORTING DATE AND UP TO THE DATE OF THIS MD&A

Grant of Stock Options to Directors, Officers, and Employees

On January 4, 2022, in accordance with the Corporation’s Stock Option Plan, the Board of Directors, granted to directors, officers and employees of the Corporation, an aggregate of 3,194,268 stock options of the Corporation (the “ Options ”), each Option conferring upon its holder the right to purchase one common share in the capital of the Corporation, for a following period of five (5) years for an exercise price for each Option of CA$0.83 per share.

Filing of a Business Acquisition Report

On January 27, 2022, the Corporation filed with SEDAR (www.sedar.com) a Business Acquisition Report (Form 51102F4) pertaining to its acquisition of BRM closed on October 27, 2021.

Detailed Engineering Services and Construction Management Contract

On January 27, 2022, the Corporation entered into the above-captioned contract in respect of the Project and also in connection with the MSA. That contract value is $10.6 million. The Audit & Risk Committee approved the foregoing.

Release of 2022 Feasibility Study on the Project under an NI 43-101 Technical Report

On February 9, 2022, the Corporation announced the results of an updated feasibility study (the “ FS ” or the “ Feasibility Study ”) for the development of the Project. The Feasibility Study replaces the 2019 FS completed by Eldorado, with updated mineral resource and mineral reserve estimates, re-sequenced mine plan, refined mill designs, and updated current capital and operating cost estimates. The Feasibility Study was filed with SEDAR on February 9, 2022. The following information regarding the Project is extracted from the press release disseminated on February 9, 2022.

Description	Units	Feasibility Study	2019 FS
Production Data (Operations Period)
Mine Life	years	10.5	10.0
Average MillingThroughput	tpd	12,587	11,890
Average MillingThroughput	MMt / year	4.6	4.3
StripRatio	waste:ore	3.4	3.7
Pre-Strip Tonnage	Mt	17.1	22.7
Total Tonnage (exclusive of pre-strip)	Mt	194.9	164.6
Ore Tonnage Milled	Mt	48.3	40.0
Gold Head Grade	g/t	1.31	1.41
Contained Gold	koz	2,036	1,817
Recovery	%	90.1%	89.5%
Total Gold Production	koz	1,834	1,625
Average Annual Gold Production	koz	175	163
First Five Full Years	koz	196	187
Operating Costs (Average LOM)
MiningCost	USD/t mined	$2.36	$2.77
MiningCost	USD/t milled	$9.51	$11.41
ProcessingCost	USD/t milled	$8.83	$9.03
G&A Cost	USD/t milled	$3.13	$2.99
Total Site Costs	USD/t milled	$21.48	$23.43
Total Site Costs	USD/oz	$565	$577

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Description	Units	Feasibility Study	2019 FS
Total Operating Costs / Cash Costs	USD/oz	$623	$633
AISC	USD/oz	$681	$735
Capital Costs
Initial Capital	USD MM	$427	$400
Life of Mine SustainingCapital	USD MM	$71	$129
Closure Costs	USD MM	$24	$27
Capital Costs before Tax	USD MM	$522	$556
Net Taxes Payable	USD MM	$42	$35
Total Capital Costs	USD MM	$564	$590
Financial Evaluation
Gold Price Assumption	USD/oz	$1,600	$1,500
USD:BRL FX Assumption	x	5.20	4.00
After-Tax NPV5%	USD MM	$622	$409
After-Tax IRR	%	24.2%	19.7%
Payback	Years	3.2	3.4

The Corporation retained GMS and SRK Consulting Canada Inc. (“ SRK ”) as lead consultants, along with other engineering consultants, to complete the Feasibility Study and prepare a technical report in compliance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“ NI 43-101 ”).

Property Description, Location, and Access

The Project is an advanced-stage development gold project located in Pará State, Brazil, 200 km south-southwest of the city of Itaituba, 108 km from the Moraes de Almeida district, and 1,150 km southwest of Belém, capital of Pará State. The climate in northwestern Brazil is tropical, with a rainy season from January to April and a dry season extending from June to December. The average annual precipitation is approximately 1,957 mm. The land tenure totals 99,574 hectares (996 km[2] ) and is comprised of two mining concessions covering an area of 12,889 hectares (129 km[2] ), 23 exploration licenses covering an area of 76,116 hectares (761 km[2] ), and two applications for exploration licenses covering 10,569 hectares (106 km[2] ).

The Project is accessible by road via a 72-km municipal dirt road connecting to the Transgarimpeira State Road which connects to the Federal BR-163 Cuiaba-Santarem paved highway; the dirt road was built by Eldorado prior to the sale of the Project. Air access is via an existing 775m long airstrip; a new 1,300m long airstrip capable of landing larger planes is planned that will be used for personnel, priority supplies, medical emergencies and exporting gold. At the Project site, there is an existing exploration camp with a capacity of about 90 beds complete with kitchen, recreation room, clinic, fuel storage, core shacks, and office space.

Mineral Resource Estimate

Measured and Indicated Resources (“ M&I ”) total 48.1 million tonnes (“ Mt ”) at an average gold grade of 1.36 grams per tonne (“ g/t ”) for 2,102,000 contained ounces of gold (inclusive of Mineral Reserves) as of December 10, 2021. Contained gold in the M&I category represents 97% of the global resource. The Mineral Resource Estimate for the Project is effectively unchanged from the estimate incorporated into the 2019 FS. SRK was commissioned to audit the mineral resource model prepared in the 2019 FS, to audit the surface garimpeiro tailings mineral resource model prepared by GMS (2021), and to assume the Qualified Person responsibility for these mineral resource models.

The mineral resource model only considers work completed by previous operators and consists of 78 core boreholes (22,134 metres) drilled during February 2004 to September 2008, and 74 core boreholes (22,030 metres) drilled during September 2008 to December 2010. In addition, some 155 tailing boreholes (1,594 metres) drilled in 2011 and 2014 were considered for the tailings mineral resource model.

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EVENTS OCCURRING AFTER THE REPORTING DATE AND UP TO THE DATE OF THIS MD&A (continued)

Release of 2022 Feasibility Study on the Project under an NI 43-101 Technical Report (continued)

Mineral Reserve Estimate

The Project mine plan is based on Proven and Probable Mineral Reserves of 48.7 Mt at an average gold grade of 1.31 g/t for 2,042,000 contained ounces of gold as of December 10, 2021. The contained gold in the proven category represents 41% of the total ore reserve estimate, and the Mineral Reserves almost represent 100% of the Mineral Resource. The saprolite and garimpeiro tailings represent only 5% of the ore reserve contained gold (or 6% of tonnage) with the granite fresh rock being the main material type at 95% of contained gold (or 94% of tonnage).

The Proven and Probable ore reserves are inclusive of mining dilution and ore loss. The external mining dilution around the ore blocks results in a dilution tonnage of 2.6 Mt @ 0.11 g/t, entailing a mining dilution of 5.5%.

For mine planning purposes, GMS built a sub-blocked model for the tailings and the contact between the models using a SMU block size of 1 m x 1 m x 1 m and the remainder of the orebody using a SMU block size of 10 m x 10 m x 10 m in line with a bulk mining approach and appropriate to the style of mineralization.

Production Profile

The FS outlines an average annual gold production profile of 174,700 ounces over the 10.5 years of mine life, with Year 1 as partial year considering 6 months of commercial production. Total gold production is 1,838 thousand ounces (“ koz ”) with an average gold grade milled of 1.31 g/t, and metallurgical recovery of 90%. Included in this total is 4 koz of gold recovered during pre-production with the balance of 1,834 koz during commercial production.

Mining

Mining is contemplated as a conventional open pit operation using 16.5 m[3] hydraulic excavators and fleet of 92 t mine trucks. A bulk mining approach is well suited for the massive ore body with mining to take place on 10 meter (“ m ”) high benches. The mine is planned as an owner mining operation with blasting activities to be outsourced.

The mine consists of a single open pit that will be developed in four phases, which allows for deferral of waste stripping over the mine life and maximizing mill feed grade during the earlier years with an objective of optimizing the production schedule and resulting economics.

Pre-production mining will take place over a period of two years with a total of 17.1 Mt mined, which will provide for waste fill material for construction purposes and will expose higher grade ore prior to commercial production. The ore mined during pre-production will be stockpiled. A maximum 8.9 Mt of stockpiled ore is planned at peak capacity. This material will be stockpiled to cover periods of increased stripping and to match blending requirements for the mill. At the start of commercial production, a stockpile of 4.1 Mt is planned to be available containing 165,000 gold ounces at a gold grade of 1.24 g/t.

The open pit will generate 163.4 Mt of waste rock and 48.7Mt of ore, inclusive of historic garimpeiro tailings, over the LOM for an average LOM strip ratio of 3.4:1. Mining activities are planned over a duration of 11 years which includes 2 years of pre-production mining. Once the open pit is depleted and activities are stopped, stockpile reclaim continues for another 1.5 years to feed the mill. The mining rate reaches a peak of 27.5 Mt/y in year 5 of production.

Processing and Recovery

The Project’s ore contains two types of gold associated with sulfide minerals; the first association occurs with pyrite, while the second association exists with pyrite, chalcopyrite, galena and sphalerite. The conventional process plant design for the Project is based on a robust metallurgical flowsheet to treat gold bearing ore to

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EVENTS OCCURRING AFTER THE REPORTING DATE AND UP TO THE DATE OF THIS MD&A (continued)

Release of 2022 Feasibility Study on the Project under an NI 43-101 Technical Report (continued)

produce doré. The process plant is designed to nominally treat 4.34 Mt of granite ore per year and will consist of comminution, gravity concentration, gold flotation, cyanide leach and adsorption of the gold concentrate via carbon-in-leach (“ CIL” ), carbon elution and gold recovery circuits. CIL tailings, representing 5% of tails, will be treated in a cyanide destruction circuit and dewatered to produce a tailings slurry for storage in geomembrane lined ponds. The bulk of the tailings (95%) from the flotation circuit are inert and disposed in a separate facility.

The mill schedule includes two months of commissioning with ore with the second month planned to achieve 60% of nameplate capacity after which commercial production will be achieved with 10.5 years of operation. The peak milling capacity is 4,705 kt/y or 12,890 t/d of nominal throughput and is maintained for the first 7.5 years while softer saprolite and tailings material is available as “supplemental” mill feed at a rate of 1,000 t/d in addition to the fresh rock. Fresh rock will represent 94% of the total mill feed with saprolite and tailings representing only 6%. Mill feed will be maximized with direct feed from the pit and rehandled stockpiled material. The combined average annual plant feed grade is 1.31 g/t Au with a maximum peak of 1.71 g/t Au in Year 5.

Power

Power is to be supplied from the Novo Progresso substation to the south, which will require the construction of a 198km 138 kV transmission line and a substation at the site. The Installation License (“ LI ”) for the transmission line was granted in 2017. The new line will be parallel to the Federal highway 163 towards Moraes Almeida, then will turn west along the site access road and eventually connect to the site substation adjacent to the plant site. Average power consumption is estimated at 20 MW with a peak requirement of 24 MW. Emergency diesel generators will provide 6.2MW of backup for critical loads as required in the event of a loss of utility power. The capital cost of the transmission line is included in the FS.

Environmental and Permitting

Environmental studies were completed by Eldorado and the major permits required for construction were granted as follows:

• Para State Department of Environment and Sustainability granted the LIs in April 2017, which were later modified in August 2017, and are comprised as follows:

• Tocantinzinho Site

• Tailings Dam and CIP Pond

• Transmission Line

• Landfill

• Fuel Station

• Concrete Batch Plant.

• National Department of Mineral Production (renamed National Mining Agency) issued the mining concessions in May 2018.

Due to competing corporate priorities, Eldorado was not prepared to move the Project to a construction phase and as a result requested that the LI’s be frozen for a period of two years. Promptly following the Corporation’s acquisition of the Project, administrative initiatives were undertaken to unfreeze the LIs in order to meet the planned construction schedule targeted to commence in mid-2022. Additionally, the Corporation has requested a two-year extension to the validity of the LI’s.

Operating Costs

LOM operating costs are estimated at $565 per ounce of gold produced, or $21.48 per tonne of ore processed, as summarized below. The average LOM mining cost is $2.36 per tonne mined. The LOM AISC (all-in sustainable cost) is estimated to be $681 per ounce of gold produced based on average annual gold production of 174,700 ounces over the 10.5 years of mine life, which would place the Project in the bottom quartile of the global gold cost curve.

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EVENTS OCCURRING AFTER THE REPORTING DATE AND UP TO THE DATE OF THIS MD&A (continued)

Release of 2022 Feasibility Study on the Project under an NI 43-101 Technical Report (continued)

Capital Cost Estimates

The initial capital cost is estimated to be $458 million, which is inclusive of $38 million of contingency (10% before taxes), and $31 million of taxes. The initial capital cost is presented in US dollars using an exchange rate of 5.20 BRL/USD, with an estimated 54% to be spent in the BRL currency. The total construction period will be 29 months.

• To capitalize on Brazil’s domestic manufacturing capabilities, GMS and GMIN visited multiple in-country vendors, equipment suppliers, and contractors in preparation of the updated capital cost estimates. The capital cost estimates are supported by budgetary quotes received in calendar Q4-21, with some of the key items detailed below:

• Multiple equipment vendors provided budgetary quotes for essentially all the mechanical process equipment;

• All major construction bulk material pricing is supported by several in-country vendor quotes;

• Labor costs are fully supported by in-country labor surveys conducted in Q4-21, with input from multiple mining companies, construction companies, and contractors;

• Capital cost for major mining equipment is based on budgetary quotes, with certain units fully negotiated and purchase orders issued;

• Three in-country local contractors provided quotes for the 138kV transmission line; and

• Pricing of camp facilities and other support infrastructure are based on multiple bids and are already at the negotiation stage.

Sustaining capital is estimated to be $83 million and is inclusive of $12 million of taxes. Over 60% of the sustaining capital spend will be incurred during the first 2 years of production, with the remaining spread equally over the LOM. Less than 40% of the sustaining capital will be spent in the BRL currency. The biggest cost driver of sustaining capital is additional mining equipment ($50 million) and tailings management ($17 million). The flotation tailings facility benefits from favorable topography involving the construction of only one main dam requiring approximately 1.5Mm[3] of fill in total for the initial starter dam and subsequent raises to be completed as part of sustaining capital. Fill material will be sourced from the pit resulting in cost synergies.

Closure costs are projected to be $24 million, inclusive of $5 million of contingency (30%). The process plant and some major equipment will have some salvage value after operations, estimated at $13 million, which is excluded from the closure costs but taken into account in the cash flow model.

Further Optimization, Cost Reductions and Project Potential

• The Corporation believes there are potential opportunities to further improve the economics of the Project through the detailed engineering phase and over time:

• Optimization of comminution circuit following additional test work;

• Improved gold recovery with fine grinding of sulphide concentrate prior to leach;

• Increased Mineral Resources and Reserves at depth;

• Exploration success within the large surrounding land package; and

• Additional revenues from silver.

The technical content of this MD&A, which is same as disclosed in the February 9, 2022, press release, has been reviewed and approved by the QPs who were involved with the preparation of the FS. In addition, Louis-Pierre Gignac, President & Chief Executive Officer of GMIN, a QP as defined in NI 43-101, has reviewed the FS on behalf of the Corporation and has approved the technical disclosure contained in this MD&A.

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EVENTS OCCURRING AFTER THE REPORTING DATE AND UP TO THE DATE OF THIS MD&A (continued)

Shareholders’ Meeting

On March 21, 2022, the Corporation filed with SEDAR its notice of meeting and record date in connection with its Annual General and Special Meeting of Shareholders to be held on May 13, 2022; record date was April 4, 2022.

Obtention of Approval for trading on the OTCQB

Effective April 11, 2022, the Corporation has obtained approval for trading on the Over-the-Counter (OTC) Venture Market (OTCQB) under the symbol “GMINF”.

Early Warrants Exercise

On April 27, 2022, 12,396,417 common share purchase warrants were exercised generating aggregate proceeds of $7.8 million (CA$ 9.9 million) to the Corporation. The warrants were issued in connection with the Corporation’s private placement of units completed in November 2020 and were set to expire on May 25, 2022, and June 15, 2022. The exercise price of the warrants was CA$0.80.

CAPITAL MANAGEMENT

Capital includes components of shareholders ‘equity. The Corporation’s objective in managing capital is to safeguard the Corporation’s ability to continue as a going concern, to maintain a flexible capital structure which optimizes cost of capital at acceptable risk, and to provide reasonable returns to shareholders. The Corporation manages the capital structure and makes adjustments in light of changes in economic conditions, foreign exchange rates and the risk characteristics of the Corporation’s assets. In order to maintain or adjust the capital structure, the Corporation may issue new shares, or sell assets to improve working capital. The Corporation has no other externally imposed capital requirements. In order for the Corporation to meet its obligations and undertake its intended discretionary spending related to further development of the Project, it may choose to fund such expenditures by obtaining financing through additional equity financing, debt financing or by other means. Finally, the Corporation prepares annual budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors.

RISKS AND UNCERTAINTIES

Reference is made to (i) the section “Risks and Uncertainties” of the Corporation’s Management Discussion & Analysis for the year ended October 31, 2020, filed with SEDAR on December 15, 2020; and (ii) the section “Risks Factors” of the Corporation’s Final Long Form Prospectus dated July 25, 2019, in connection with its initial public offering (and filed with SEDAR on same date).

The Corporation operates in an industry that features various risks and uncertainties. The risks and uncertainties listed below are not the only ones to which the Corporation is subject. Additional risks and uncertainties not presently known by the Corporation, or which the Corporation deems to be currently insignificant, may impede its performance. The materialization of one of the following risks could harm its activities and have significant negative impacts on its financial situation and its operating results. In that case, its stock price could be adversely affected .

Uncertainty of Completion of Project Financing

Even though the Corporation is endeavoring to obtain the required project financing, there is no assurance that it will be obtained on terms satisfactory to the Corporation or at all; and, if raised (in whole or in part) by offering equity securities, any such financing could involve a significant dilution to existing shareholders. Any lack of financing could result in the delay or indefinite postponement of construction, exploration and development of the Project, which in turn would materially and adversely affect the market price of the Corporation’s securities, among other consequences.

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RISKS AND UNCERTAINTIES (continued)

Furthermore, the development and construction schedule of the Project is based on management’s expectations, and may be delayed by a number of factors, some of which are beyond the Corporation’s control. There is a risk that the development of the Project into commercial production will not be completed on time or on budget as currently anticipated, or not at all. The project development schedule is still subject to the receipt of various remaining authorizations and permits in the ordinary course even though the Project’s significant permits were obtained, even with financing in place and various construction facilities being completed on time.

It is common in new mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. Some, if not most, projects of this kind suffer delays in start-up and commissioning due to late delivery of components, the inadequate availability of skilled labour and mining equipment, adverse weather or equipment failures, the rate at which expenditures are incurred, delays in construction schedules, or delays in obtaining the remaining authorizations, permits or consents, or to obtain the required financing. In addition, delays in the early stages of mineral production often occur. During this time, the economic feasibility of the Project could change.

The Project does not have an operating history upon which the Corporation can base estimates of future operating costs. Capital and operating costs are estimates based on the interpretation of geological data and other factors and conditions outlined in the Technical Report, and there can be no assurance that they will prove to be accurate.

The costs, timing and complexities of developing the Project may be significantly higher than anticipated, including because the property is mainly located in a remote area and therefore the availability of infrastructure such as surface access, skilled labour, and fuel and power at an economic cost, cannot be assured. In addition, cost estimates may increase significantly as more detailed engineering work and studies are completed with respect to the Project.

Delays in the commissioning of the Project or unanticipated increases in capital and operating costs may require the Corporation to obtain additional third-party financing or seek to complete further offerings of equity and/or debt, to build and commission the Project and to fund future working capital, capital expenditures, operating and exploration costs as well as other general corporate requirements. The success and the pricing of any such additional capital raising and/or debt financing will be dependent upon the prevailing market conditions at that time and upon the Corporation’s ability to attract significant amounts of debt and/or equity without having a significant project already in production and with the possibility of having to secure significant amounts of indebtedness.

There is no assurance that such financing will be obtained on terms satisfactory to the Corporation and, if raised by offering equity securities, any additional financing could involve a dilution to existing shareholders. Any lack of financing could result in the delay or indefinite postponement of construction, exploration and development of the Project, which in turn would materially and adversely affect the market price of the Corporation’s securities, among other consequences. There is no assurance that the Project will ever be brought into a state of commercial production or that its activities will result in profitable mining operations.

Negative Operating Cash Flow

The Corporation has no history of revenues from its activities. During the fiscal years ended October 31, 2020, and December 31, 2021, the Corporation had negative cash flow from operating activities. The Corporation anticipates it will continue to have negative cash flow from its activities in future periods until commercial production is achieved in connection the Project. Even if commercial production is so achieved, short-term operating factors relating to the deposit or the processing of different grades of ore could cause any mining operation to be unprofitable in any particular accounting period.

Going Concern Risk Assessment

The Corporation’s ability to continue its operations and to realize assets at their carrying values is dependent upon its ability to fund its existing acquisition, exploration, development and construction commitments on its assets

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RISKS AND UNCERTAINTIES (continued)

when they come due, which would cease to exist if the Corporation decides to terminate its commitments, and to cover its costs. The Corporation may be able to generate working capital to fund its activities by the sale of its projects or by raising additional capital through equity markets. However, there is no assurance it will be able to raise funds in the future. These material uncertainties cast doubt regarding the Corporation’s ability to continue as a going concern.

The Corporation’s financial statements dated December 31, 2021, have been prepared on a going concern basis, which assumes that the Corporation will be able to realize its assets and discharge its liabilities in the normal course of business as they come due into the foreseeable future.

The Corporation’s Dependence upon the Project

As at the time of this Annual Information Form, the Corporation expects future mining operations at the Project to account for all of the Corporation’s ore production unless additional properties are acquired and brought into production or producing properties are acquired. Any adverse condition affecting the Project could be expected to have a material adverse effect on the Corporation’s anticipated financial performance, eventual results and prospects, and could require the Corporation to raise additional financing, which may not be obtainable under such circumstances. While the Feasibility Study demonstrates the economic feasibility of the Project, the inability to achieve commercial operations on a basis that is economically viable would have a material adverse effect on the Corporation.

New Mining Operations

The Project does not have an operating history. Whether income will result from any of the Corporation’s activities, including, without limitation, the Project, will depend on the successful establishment of new mining operations, including the construction of the open pit, the milling facilities and the related infrastructure. As a result, the Corporation is subject to all of the risks associated with establishing new mining operations, including: the timing and cost, which can be considerable, of the construction of mining and milling facilities and related infrastructure; the availability and cost of skilled labour and mining equipment; the need to obtain the remaining environmental and other governmental approvals and permits as well as the timing of the receipt thereof; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to changes in the cost of fuel, power, materials and supplies.

Various factors can affect the construction, commissioning and ramp-up of the Project, such as costs, actual mineralization, consistency and reliability of ore grades, commodity prices, future cash flow and profitability; and there can be no assurance that current or future estimates of these factors will reflect actual results and performance. The design and construction of efficient mining and milling facilities, the cost and availability of suitable machinery, supplies, mining equipment and skilled labour, the existence of competent operational management and prudent financial administration, as well as the availability and reliability of appropriately skilled and experienced consultants can also affect project development. It is not uncommon in new mining operations to experience unexpected problems and delays during construction, development, mine start-up and commissioning activities.

The costs, timing and complexities of developing the Project, may be significantly higher than anticipated, including because the Corporation’s property interests are located in a remote, undeveloped area and therefore the availability of infrastructure such as surface access, skilled labour, fuel and power at an economic cost, cannot be assured. Such factors can add to the cost of mine development, production and operation and/or impair production and mining activities, thereby affecting the Corporation’s profitability.

Title Matters and Territorial Claims

While the Corporation has reviewed and is satisfied with title to its mineral properties, and, to the best of its knowledge, such title is in good standing, there is no guarantee that title to such properties will not be challenged

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or impugned. The Corporation’s properties may be subject to prior unregistered agreements of transfer or aboriginal land claims, and title may be affected by undetected defects. In addition, according to the applicable mining legislation in the Province of Québec, the Corporation will need to incur expenditures on its properties in order to renew title upon expiry thereof. There can be no assurance that the Corporation will be successful in renewing title. The properties in which the Corporation holds an interest are not currently subject to territorial claims on behalf of First Nations. No insurance can however be provided to the effect that such will not be the case in the future.

Rock Mechanics and Hydrogeology

There are always unknown rock mechanics and hydrogeological conditions that cannot be predicted ahead of mining. These unknown conditions, such as faulting, zones of weak rock, or zones of unanticipated water inflow, may only be discovered during mining. There can be no certainty that there will not be in the future unanticipated water inflows or other unknown conditions encountered which may require significant changes to the mining plan resulting in additional costs and delays.

Infrastructure, Supplies and Inflation

The TZ Project is located in a remote area and the Corporation will rely on air transport for the transport of certain employees and also for some goods and services that may not be otherwise available at an economic cost.

Prices for goods and services will fluctuate and it is reasonable to expect that increased demand could impact the Corporation’s future economic projections, as it could entail a meaningful increase in costs for various goods and services during construction and operation. Improvements in the economic conditions for the mining sector will typically result in increases to both the costs of planned development and construction activities, which must also be factored into economic models used in projections for future development and potential operations. Increased demand for, and costs of, goods or services could result in delays if they cannot be obtained in a timely manner due to inadequate availability, and it may cause scheduling difficulties and delays due to the need to coordinate their availability, any of which could materially increase project development and/or construction costs. These factors could have a material adverse impact on the Corporation’s operations and profitability.

Life of Mine Plan

The Corporation will, once in production, periodically reviews its LOM planning for its Project. Significant changes in the life of mine plan could occur as a result of experience obtained in the course of carrying out the Corporation’s mining activities, changes in mining methods and rates, process changes, investments in new equipment and technology, gold price assumptions and other factors. There can be no assurance that the estimates in the Corporation’s LOM plan will be consistent with future economic factors or actual results and performance or that the Corporation will not amend its existing life of mine plan for its Project in the future. A decline in net cash flow may also require the Corporation to record an impairment charge against the carrying value of its net assets.

Uncertainty of Mineral Resources and Mineral Reserves

The estimates of mineral resources and mineral reserves for the Project have been prepared in accordance with NI 43-101 guidelines regarding the Standards of Disclosure for Mineral Projects. There are numerous uncertainties inherent in estimating mineral resources and mineral reserves and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that any categories of mineral resources or reserves will be upgraded to higher categories. The estimation of mineralization is a subjective process and the accuracy of estimates is a function of quantity and quality of available data, the accuracy of statistical computation and the assumptions and judgments made in interpreting engineering and geological information. Mineral reserves at the Project have been determined to be economic ore as per the Feasibility Study prepared in accordance with NI 43-101 guidelines regarding the Standards of Disclosure for Mineral Projects. However, factors such as market price fluctuations, increased production costs, reduced recovery rates, and changes to other assumptions applied to the estimates, may render the mineral reserves uneconomic.

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It should be understood that the mineral resources and mineral reserves presented in the Feasibility Study are estimates of the size and grade of the deposit based on a number of drillings and samplings, and on assumptions and parameters available. The level of confidence in the estimates depends upon a number of uncertainties. These uncertainties include, but are not limited to, future changes in gold price and/or production costs, differences in size and grade and recovery rates from those expected, and changes in project parameters. There is no assurance that the Project implementation will be realized or that the current estimates of volume and grade of minerals mined/processed or of cash flows derived from production will be achieved.

Governmental and Environmental Regulations, Permits and Licenses

The Corporation’s current activities and anticipated future operations, including further exploration, development activities and commencement of production for the Project are subject to various federal, provincial and local laws and regulations governing prospecting, development, mining, construction, production, exports, taxes, standards of work, labour standards, occupational health (diseases and the occupational safety), waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in exploration activities, and in the construction, development and operation of mines and related facilities, generally experience increased costs and delays in production and other schedules, as a result of the need to comply with applicable laws, regulations and permitting requirements.

The Corporation’s activities are also subject to various laws and regulations with the federal, provincial and local levels governing the protection of the environment. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. These laws and regulations impose high standards on the mining industry, in order to control the rejects of wastewater and to force the mining operators to account for such controls to the lawful authorities, to reduce or eliminate the impact that are generated by certain activities.

A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a direction of stricter standards and enforcement, and higher fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations could be required to compensate those suffering loss or damage by reason of mining activities and could have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

The Corporation believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. However, there is no assurance that future changes to existing laws and regulations will not adversely impact the Corporation. Amendments to current laws, regulations and permits governing the operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Corporation and cause increases in capital expenditures or, eventually, operating costs, or cause eventual reduction of production or require abandonment or delays in the development of current or new mining projects.

The Corporation’s activities and operations require obtaining on a timely manner and maintaining permits and licences from various governmental authorities. The Corporation considers that it holds all the permits and licences required for the activities it currently carries on, in accordance with the relevant laws and regulations. Changes brought to the laws and regulations could affect these permits and licences. There can be no assurance that various permits and all the necessary licences which the Corporation may require in the normal course for its current and anticipated exploration, development and construction activities as well as mining operations, will be

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obtained on reasonable terms or on a timely basis or that such laws and regulations would not have an adverse effect on any mining project which the Corporation might undertake.

Decommissioning Liabilities

Rehabilitation provisions have been created based on the Corporation’s internal estimates. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the Corporation’s future liability. These estimates take into account any material changes to the assumptions that occur when reviewed regularly by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to provisions from year to year. Actual rehabilitation costs will ultimately depend on future market prices for the rehabilitation costs that will reflect the market condition at the time the rehabilitation costs are actually incurred.

Anti-Bribery and Anti-Corruption Laws

The Corporation’s activities are governed by, and involve interactions with, many levels of governments. The Corporation is required to comply with anti-bribery and anti-corruption laws, including the Criminal Code and the Corruption of Foreign Public Officials Act (CFPOA). In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to corporations convicted of violating such laws. Furthermore, a corporation may be found liable for violations by not only its employees, but also by its contractors and third-party agents. Although the Corporation has adopted steps to mitigate such risks, including the adoption of a corporate policy by the Board (a copy of which is posted on its website) as well as the implementation of training programs and policies to ensure compliance with such laws, such measures may not always be effective in ensuring that the Corporation, its employees, contractors or third-party agents will comply strictly with such laws. If the Corporation finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Corporation resulting in a material adverse effect on the Corporation’s reputation, business, financial condition and results of operations.

Climate Change

Climate change is an international concern and, as a result, poses risk of both climate changes and government policy in which governments are introducing climate change legislation and treaties that could result in increased costs, and therefore, could decrease profitability of the Corporation’s activities.

The Canadian government has established a number of policy measures in response to concerns relating to climate change. The impacts of these measures will most likely be to increase costs for fossil fuels, electricity and transportation; restrict industrial emission levels; impose added costs for emissions in excess of permitted levels; and increase costs for monitoring and reporting. Compliance with these initiatives could have a material adverse effect on the Corporation’s results. Also, increased public awareness and concern regarding global climate change may result in more legislative and/or regulatory requirements to reduce or mitigate the effects of GHG emission. If the current trend of increasing regulation continues, this may result in increased costs for the Corporation.

In addition, the physical risks of climate change may also have an adverse effect on the activities of the Corporation. Global climate change could exacerbate certain of the threats facing the Corporation’s business, including the frequency and severity of weather-related events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages and changing temperatures, which can disrupt the Corporation’s operations, damage its infrastructure or properties, create financial risk to Corporation’s business or otherwise have a material adverse effect on its results of operations, financial position or liquidity. These may result in substantial costs to respond during the event, to recover from the event and possibly to modify existing or future infrastructure requirements to prevent recurrence. Climate changes could also disrupt the Corporation’s operations by impacting the availability and cost of materials eventually needed for mining operations, and could increase insurance and other operating costs.

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RISKS AND UNCERTAINTIES (continued)

Public Company Obligations

As a publicly listed corporate entity, the Corporation is subject to evolving rules and regulations promulgated by a number of governmental and self-regulated organizations, including the Canadian Securities Administrators (CSA), the TSX Venture Exchange, and the International Accounting Standards Board, which govern corporate governance and public disclosure regulations. These rules and regulations continue to evolve in scope and complexity creating many new requirements, which increase compliance costs and the risk of non-compliance. The Corporation’s efforts to comply with these rules and obligations could result in increased general and administration expenses and a diversion of management time and attention from financing, development, operations and, eventually, revenue-generating activities.

Currency Fluctuations

Currency fluctuations may have an effect on the Corporation’s costs, revenue and cash flow. Although the Corporation raised equity in Canadian dollars, certain of the Corporation’s estimated capital costs in connection with the Project were converted from quotes obtained in foreign currencies and converted into Canadian dollars applying a fixed exchange rate. The Corporation may be pursuing debt financing which may be denominated in United States dollars. Accordingly, adverse fluctuations in the relative prices of Brazilian Reais, Canadian and United States Dollars could increase the cost of development and production in connection with the TZ Project or increase the cost of borrowing and could materially and adversely affect the Corporation’s financial condition and results.

Conditions of the Industry in General

The exploration and development of mineral resources, including construction, start-up and operation of a mine, involves significant risks that even an allied neat evaluation with experience and know-how cannot avoid. Although the discovery of a deposit can proves extremely lucrative, few properties where exploration and development work are carried out become producing mines thereafter. Important expenditures are necessary to establish ore reserves, to work out the metallurgical processes and to build a concentration or milling plant on a particular site. It is impossible to provide assurance to the effect that the exploration and development programs contemplated by the Corporation will generate a profitable mine.

The mining activities comprise a high level of risks. The activities of the Corporation are subject to all the dangers and the risks usually dependent on the exploration and the development, including the unusual and unforeseen geological formations, explosions, collapses, floods and other situations which can occur during drilling and the removal of material and of which any could cause physical or material or environmental injuries and, possibly, legal responsibility.

Insurance Risk

Any industries are subject to significant risks that could result in damage to or destruction of property and facilities, personal injury or death, environmental damage and pollution, delays in production, expropriation of assets and loss of title to mining concessions and claims. No assurance can be given that insurance to cover the risks to which the Corporation’s activities are subject will be available at all or at commercially reasonable premiums. Therefore, the Corporation could be held responsible for pollution or for other risks against which it could not be insured or against which it could choose not to be insured, given the high cost of the premiums or for other reasons. The Corporation currently maintains insurance within ranges of coverage that it believes to be consistent with industry practice for companies of a similar stage of development. The Corporation carries liability insurance with respect to its exploration and development operations, including certain limited environmental liability insurance coverage. The payment of any such liabilities would reduce the funds available to the Corporation. If the Corporation is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy. The payment of sums in this respect could also involve the loss of the assets of the Corporation.

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RISKS AND UNCERTAINTIES (continued)

Dividend Policy

No dividends on the common shares of the Corporation have been paid to date. The Corporation has no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Corporation’s financial results, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Corporation’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness that the Corporation or its subsidiaries incur. As a result, investors may not receive any return on an investment in the Corporation’s securities unless they sell the securities for a price greater than that which they paid for them.

Volatility of Share Price and Market Price of the Common Shares

The price of the shares of resource companies tends to be volatile. Fluctuations in the world price of gold and many other elements beyond the control of the Corporation could materially affect the price of the common shares of the Corporation.

There can be no assurance that an active market for the common shares of the Corporation will be sustained after any offering of securities. Securities of companies with smaller capitalizations have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include global economic developments and market perceptions of the attractiveness of certain industries. There can be no assurance that continuing fluctuations in price will not occur. If an active market for the common shares of the Corporation does not continue, the liquidity of a purchaser’s investment may be limited. If such a market does not develop, purchasers may lose their entire investment in the common shares of the Corporation.

As a result of any of these factors, the market price of the common shares of the Corporation at any given point in time may not accurately reflect the long-term value of the Corporation. Securities class-action litigation sometimes has been brought against companies following periods of volatility in the market price of their securities. The Corporation may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages, and also divert management’s attention and resources.

Competition

The Corporation competes with many companies with greater financial resources and technical facilities than those of the Corporation. Competition in the industry could adversely affect the Corporation’s ability to put the Project into production.

Price

The industry is heavily dependent upon the market prices of the metals or minerals being mined. There can be no assurance that mineral prices will be such that the Corporation’s properties can be mined at a profit. The price of the common shares, financial results of the Corporation, its activities, could undergo important negative effects in the future because of the fall of metal prices, resulting in an impact on the capacity of the Corporation to finance its activities.

The prices of metals may fluctuate in an important way and are tributary to various factors which are independent of the will of the Corporation, such as the rates of interest, foreign exchange rates, the rates of inflation or deflation, the fluctuations in the value of the Canadian dollar and other currencies, the regional and world offer and demand, and the economic conjuncture.

Information Systems Security Threats

The Corporation relies on secure and adequate operations of information technology systems in the conduct of its activities. Access to and the security of the information technology systems are critical to the Corporation’s

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activities. These systems are subject to disruption, damage or failure from a variety of sources, including, but not limited to, cable cuts; damage to installations; natural disasters; terrorism; fire; power loss; hacking, cyber-attacks and other information security breaches; non-compliance by third party service providers; computer viruses; vandalism and theft. The Corporation’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, information technology systems and software. The systems that are in place may not be enough to guard against loss of data due to the rapidly evolving cyber threats.

The Corporation may be required to increasingly invest in better systems, software, and use of consultants to periodically review and adequately adapt and respond to dynamic cyber risks or to investigate and remediate any security vulnerabilities. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. Failures in the Corporation’s information technology systems could translate into operational delays, compromising, loss or disclosure of confidential, proprietary, personal or sensitive information and third-party data, or destruction or corruption of data.

Accordingly, any failure of information systems or a component of information systems could adversely impact the Corporation’s reputation, business, financial condition and results, as well as compliance with its contractual obligations, compliance with applicable laws, and potential litigation and regulatory enforcement proceedings. Information technology systems failures could also materially adversely affect the effectiveness of the Corporation’s internal controls over financial reporting.

Social Media and Other Web-Based Applications

As a result of social media and other web-based applications, companies today are at much greater risk of losing control over how they are perceived. Damage to the Corporation’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. Although the Corporation places a great emphasis on protecting its image and reputation, it does not ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations, decreased investor confidence and act as an impediment to the Corporation’s overall ability to advance its projects, thereby having a material adverse impact on the Corporation’s business, financial condition or results.

Dependence on, and Protection of, Key Personnel

The success of the Corporation is currently largely dependent on the performance of its directors and officers as well as its operational and technical leaders. The loss of the services of any of these persons could have a materially adverse effect on the Corporation’s business and prospects. There is no assurance the Corporation can maintain the services of its directors, officers or other qualified personnel required to operate its business. The loss of their services could have an unfavourable impact on the Corporation.

Labour Relations

While the Corporation has currently good relations with its employees, there can be no assurance that it will be able to maintain positive relationships with its employees over time. In addition, relations between the Corporation and its employees may be impacted by regulatory or governmental changes introduced by the relevant authorities in whose jurisdictions the Corporation carries on business. Adverse changes in such legislations or in the relationship between the Corporation and its employees could have a material adverse impact on the Corporation’s business, results of operations and financial condition.

Income Taxes

Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Corporation recognizes liabilities and contingencies for anticipated tax audit issues based on the Corporation’s current understanding of the tax law. For matters where it is probable that an adjustment will be

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made, the Corporation records its best estimate of the tax liability, including the related interest and penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome could result in a materially different outcome than the amount included in the tax liabilities.

In addition, the Corporation recognizes deferred tax assets relating to tax losses carried forward to the extent that it is probable that taxable profit will be available against which a deductible temporary difference can be utilized. This is deemed to be the case when there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity that are expected to reverse in the same year as the expected reversal of the deductible temporary difference, or in years into which a tax loss arising from the deferred tax asset can be carried back or forward. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped.

Tax Risks Relating to Flow-through Shares

The Corporation may finance, if it so elects and subject to the applicable tax provisions, certain activities in Canada by the issuance of flow-through shares. However, there is no guarantee that the funds spent by the Corporation will qualify as Canadian exploration expenses, even if the Corporation has committed to take all the necessary measures for this purpose. Refusals of certain expenses by tax authorities could have negative tax consequences for investors and, in such an event, the Corporation will have to indemnify each flow-through share subscriber for any additional taxes.

Conflicts of Interest

Some of the directors and officers of the Corporation are engaged as directors or officers of other Corporation’s involved in the exploration, development or financing of mineral resources/projects, and situations may arise where these directors and officers will be in direct competition with the Corporation. Such engagement could result in conflicts of interest. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the Canadian Business Corporation Act . Any decision taken by these directors and officers and involving the Corporation will be in conformity with their duties and obligations to compromise in an equitable way and in good faith with the Corporation and these other corporations. Moreover, these directors and officers will declare their interests and will abstain to vote on any question which could give place to a conflict of interest. Some of the directors and officers of the Corporation may become in the future directors of other companies engaged in same or other business ventures. Reference is made to the section entitled TRANSACTIONS WITH RELATED PARTIES above.

Dilution

Additional financing needed to continue funding the development and operation of the Corporation could require the issuance of additional securities of the Corporation. The issuance of additional securities and the exercise of common share purchase warrants, options and other convertible securities will result in dilution of the equity interests of any persons who are or may become holders of common shares.

Structural Subordination of the Common Shares

In the event of a bankruptcy, liquidation or reorganization of the Corporation (including any arrangement with its creditors), holders of certain of its indebtedness and certain trade creditors will generally be entitled to payment of their claims from the assets of the Corporation before any assets are made available for distribution to the shareholders. The common shares of the Corporation will be effectively subordinated to most of the other indebtedness and liabilities of the Corporation.

Lack of Revenue and History of Losses

As the Corporation does not have revenues, it is dependent upon future financings to pursue its development yet stay in business. The Corporation has not generated any revenues since its incorporation (except interest from

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short-term investments). The Corporation’s business objectives include the construction and operation of the Project. There is no assurance that it will be commercially viable.

The Corporation does not have a history of profitable activities. It sustained net losses in the fiscal years ended October 31, 2020, and December 31, 2021. Management of the Corporation does not expect any income until commencement of commercial production of gold at its Project, as mentioned hereinabove, and expects the Corporation to incur ongoing losses in the near future as there is no guarantee it will become profitable in the short term.

In general, the Corporation’s revenues will also be affected by economic conditions and the capacity of the Corporation to start production and manage its growth.

Litigation and Other Legal Proceedings

Like most, if not all, companies, the Corporation is subject to the threat of litigation and may be involved in disputes with other parties in the future which may result in litigation or other proceedings. The Corporation’s operations are subject to the risk of legal claims by employees, unions, contractors, debt holders, lenders, suppliers, future joint venture partners, shareholders, governmental agencies or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation.

Plaintiffs may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. Defense and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the litigation process could take away from the time and effort of the Corporation’s management and could force the Corporation to pay substantial legal fees. There can be no assurance that the resolution of any particular future legal proceeding will not have an adverse effect on the Corporation’s financial position and results of operations.

SHARE CAPITAL

The Corporation had the following securities issued and outstanding:

	April 27,	December 31,
	2022	2021
Common Shares	248,207,331	235,810,914
Warrants	67,648,353	80,044,770
Stock Options	7,950,034	4,755,766
Fully Diluted Shares	323,805,718	320,611,450

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