G Mining TZ Corp. — Management Reports 2023

Apr 28, 2023

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G Mining Ventures Corp.

Management Discussion & Analysis

For the Year Ended December 31, 2022

Dated April 28, 2023

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

This Management Discussion and Analysis (“ MD&A ”) of the financial condition, results of operations and cash flows of G Mining Ventures Corp. (hereinafter designated as the " Corporation " or “ GMIN ”) for the year ended December 31, 2022, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022. This MD&A is dated April 28, 2023, and all monetary amounts are expressed in United States dollars (“ US$ or $ ”), the Corporation’s presentation currency. References to “ CA$ ” refer to Canadian dollars and references to " R$ ” refer to Brazilian Real.

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 year ended December 31, 2022 in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board.

FORWARD-LOOKING INFORMATION AND MATERIAL ASSUMPTIONS

This MD&A may contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws, which exclude statements of historical facts and which may include, but are not limited in any manner to, statements with respect to future events or future performance as well as management’s expectations regarding:

• GMIN’s business prospects and opportunities as well as its future growth, financial position, results and dividends;

• GMIN’s as well as its subsidiaries’ results of operations, estimated future revenues, carrying value of assets and requirements for additional capital; and

• the future demand for and prices of gold and other commodities.

In addition, statements relating to mineral reserves and resources are forward-looking statements, as they involve implied assessments, based on certain estimates and assumptions, and no assurance can be given that such estimates and assumptions are accurate and that such reserves and resources will be realized. Such forwardlooking statements reflect management’s current beliefs and are based on information currently available to management.

Often, but not always, forward-looking statements can be identified by the use of words such as “expects”, “is expected”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “forecasts”, “budgets”, “projects”, “predicts”, “potential”, “targets”, “targeted”, “aims”, “scheduled”, “possible”, “eventual”, “continue”, or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions or events “may”, “will”, “could”, “should”, “would”, or “might” be taken, occur or achieved.

Forward-looking information can also be identified by words or expressions that are similar to the foregoing and pertain to matters that are not historical facts and may include, but are not limited in any manner to, those with respect to commodity prices, capital and operating expenditures, the timing of receipt of permits, rights and authorizations; and any and all other timing, development, operational, financial, economic, legal, regulatory and political factors that may influence future events or conditions, as such matters may be applicable. In particular, but without limitation, this MD&A contains forward-looking statements pertaining to the following:

• the principal business carried on and intended to be carried on by the Corporation;

• the use of management’s experience and knowledge to leverage the attributes of the Tocantinzinho project located in Para State, Brazil (the “ Project ”);

• the proposed development, construction, and commissioning of the Project as well as expenditures relating thereto, with a view to bringing it into commercial production in accordance with the recommendations of the Feasibility Study (as defined hereinafter); and

• management’s expectations with respect to the financing of the Project, and the Corporation’s ability to raise further capital for other/corporate purposes.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

FORWARD-LOOKING INFORMATION AND MATERIAL ASSUMPTIONS (continued)

Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause GMIN’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual events or results to differ materially from any forward-looking statement, including, without limitation:

• fluctuations in commodity prices; fluctuations in value of the currencies used in this MD&A;

• changes in national and/or local government legislation, including permitting and licensing regimes as well as taxation policies and the enforcement thereof;

• regulatory, political or economic developments in Canada, Brazil or Barbados;

• influence of macroeconomic developments;

• business opportunities that become available to, or are pursued by, GMIN;

• reduced access to debt and/or equity capital;

• capital and operating expenditures;

• litigation;

• the timing of receipt of permits, licences, rights and authorizations with respect to the Project; title, permit or licence disputes related to the Project;

• excessive cost escalation, as well as development, permitting, infrastructure, operating or technical difficulties with respect to the Project;

• actual mineral content that may differ from the reserves and resources contained in the Feasibility Study;

• the rate and timing of production differences from mine plans; and

• risks and hazards associated with the business of development and mining on the Project, including, but not limited to, unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious disease.

Forward-looking statements in this MD&A are based upon assumptions that management believes to be reasonable, including, without limitation, the ultimate determination of mineral reserves and resources; the availability and final receipt of the outstanding required approvals, licences and permits (and renewals thereof, as applicable); sufficient capital to develop, construct and operate the Project; access to adequate services and supplies; the economic and political conditions, commodity prices, foreign currency exchange rates and interest rates at any given time; the access to capital and debt markets and associated costs of funds; the availability of a qualified work force; and the ultimate ability to mine, process and sell mineral products on economically favourable terms.

GMIN cannot assure readers that actual results will be consistent with these forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements due to the inherent uncertainties therein. For additional information with respect to risks, uncertainties and assumptions, (see RISK AND UNCERTAINTIES hereinafter). The forward-looking statements herein are made as of the date of this MD&A only and GMIN does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events, results or otherwise, except as required by applicable law.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

HIGHLIGHTS FOR THE YEAR

• Project Development by Industry-leading Technical Team: On January 27, 2022, and in connection with the MSA (as defined hereafter), the Corporation entered, into a Detailed Engineering Services and Construction Management Contract with G Mining Services Inc. (“ GMS ”) for its Project. 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.

• Release of 2022 Feasibility Study : On February 9, 2022, the Corporation announced the results of its feasibility study (the “ Feasibility Study ” or “ FS ”) with respect to the Project and the technical report in accordance with the requirements of National Instrument - 43-101 Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) was filed as of same day under the Corporation’s profile on SEDAR (www.sedar.com). The FS outlines total gold production of 1.8 million gold ounces over 10.5 years, resulting in an average annual gold production profile of 174,700 ounces with AISC per ounce of $681. The Project after-tax net present value (5% discount rate) is $622 million with an after-tax internal rate of return of 24% at a gold price of $1,600 per ounce, and $833 million at a spot price of $1,800 per ounce.

• Trading on the OTCQX: On June 30, 2022, the GMIN common shares qualified to trade on the Over-the-Counter (OTC) Best Market (OTCQX) under the symbol “GMINF”. The Corporation was upgraded from Over-the-Counter (OTC) Venture Market (OTCQB) for which the Corporation had obtained approval for trading on April 11, 2022.

• Closing of Financing Package: On July 18, 2022, the Corporation announced that it has entered into binding commitments with respect to a comprehensive construction financing package totaling $481 million for the development and construction of the Project (the “ Project Financing ”).

• Positive Construction Decision for the Project: On September 12, 2022, the Corporation announced that its Board of Directors (the “ Board ”) approved and authorized the construction of the Project.

• Royalty Buydown on the Project : On September 29, 2022, the Corporation exercised its right to buydown of 1.0% of the total private 2.5% net smelter return (“ NSR ”) royalty held on the Project for a cash consideration of $3.5 million resulting in a remaining NSR royalty of 1.5%.

• Significant Milestones on the Project : The Corporation made significant advancements on the Project, keeping it on track and on budget for commercial production in the second half of 2024.

More information on some of these points above is provided hereinafter.

DESCRIPTION OF BUSINESS

The Corporation is a development 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 West Taschereau Boulevard, Building D, Suite 210, Brossard, Québec, Canada, J4X 1C2. Its 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 common shares are traded on the TSX Venture Exchange (“ TSX-V ”) under the symbol “GMIN” and on the OTCQX Market under the symbol “GMINF”.

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

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

CORPORATE DEVELOPMENTS

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 its updated Feasibility Study for the development of the Project. The Feasibility Study replaces a feasibility study completed by Eldorado Gold Corporation (“ Eldorado ”) in 2019 (the “ 2019 FS ”), with updated mineral resource and mineral reserve estimates, resequenced mine plan, refined mill designs, and updated current capital and operating cost estimates. The updated 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. 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 NI 43-101.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

CORPORATE DEVELOPMENTS (continued)

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

Description	Units	Feasibility Study	2019 FS
Production Data (OperationsPeriod)
Mine Life	years	10.5	10.0
Average MillingThroughput	tpd	12,587	11,890
Average MillingThroughput	Mt / year	4.6	4.3
StripRatio	waste : ore	3.4	3.7
Pre-Strip Tonnage	Mt	17.1	22.7
Total Tonnage (exclusive ofpre-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
FirstFiveFull Years	koz	196	187
Operating Costs (Average LOM)
MiningCost	US$/t mined	$2.36	$2.77
MiningCost	US$/t milled	$9.51	$11.41
ProcessingCost	US$/t milled	$8.83	$9.03
G&A Cost	US$/t milled	$3.13	$2.99
Total Site Costs	US$/t milled	$21.48	$23.43
Total Site Costs	US$/oz	$565	$577
TotalOperating Costs / CashCosts	US$/oz	$623	$633
AISC	US$/oz	$681	$735
CapitalCosts
Initial Capital	US$ M	$427	$400
Life of Mine SustainingCapital	US$ M	$71	$129
Closure Costs	US$ M	$24	$27
Capital Costs before Tax	US$ M	$522	$556
Net Taxes Payable	US$ M	$42	$35
Total Capital Costs	US$ M	$564	$590
Financial Evaluation
Gold Price Assumption	US$/oz	$1,600	$1,500
US$:R$ FX Assumption	x	5.20	4.00
After-Tax NPV5%	US$ M	$622	$409
After-Tax IRR	%	24.2%	19.7%
Payback	Years	3.2	3.4

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

CORPORATE DEVELOPMENTS (continued)

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

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 May 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

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.

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 a 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%.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

CORPORATE DEVELOPMENTS (continued)

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

Production Profile (continued)

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 a 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 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 will be 4,705 kt/y or 12,890 t/d of nominal throughput and will be maintained for the first 7.5 years while softer saprolite and tailings material will be 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.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

CORPORATE DEVELOPMENTS (continued)

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

Power

Power will be supplied from the Novo Progresso substation to the south, which will require the construction of a 198-km, 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. During the year, the National Agency of Electric Energy (" ANEEL ") issued the Declaration of Public Utility (“ DUP ”) on the 138 kV power transmission line from Novo Progresso to the Project site, allowing for the finalization of the rights of way for the power line construction. The DUP was issued in favour of Equatorial Pará Distribuidora de Energia S.A., the entity responsible for energy distribution in the state of Pará, for the benefit of the Project. Procurement of the materials required to construct the transmission line is complete, and construction commenced before year-end 2022.

Environmental and Permitting

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

• The Para State Department of Environment and Sustainability granted the LIs in April 2017, which were later modified in August 2017, and are relating to the following:

• Tocantinzinho Site

• Tailings Dam and CIP Pond

• Transmission Line

• Landfill

• Fuel Station

• o Concrete Batch Plant.

• The 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 LIs be frozen for a period of two years. Promptly following the Corporation’s acquisition of the Project, the LIs were reactivated in order to meet the planned construction schedule. Additionally, the Corporation has requested a two-year extension to the validity of the LIs, which was granted in mid-September of 2022.

Operating Costs

LOM site 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 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.

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 $31 million of taxes. The initial capital cost is presented in US dollars using an exchange rate of 5.20 R$/US$, with an estimated 54% to be spent in R$. The total construction period will be 29 months.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

CORPORATE DEVELOPMENTS (continued)

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

Capital Cost Estimates (continued)

• 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 $12 million of taxes. Over 60% of the sustaining capital spend will be incurred during the first 2 years of production, with the remaining spread equally over the LOM. Less than 40% of the sustaining capital will be spent in R$. 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 sulfide 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. As indicated above and for greater certainty, it should be noted that such technical disclosure remains subject to the cautionary statements featured under the “Risks and Uncertainties” section hereinafter.

Completion of the Project Financing

On July 18, 2022, the Corporation entered into binding commitments with respect to a comprehensive construction financing package for the development and construction of the Project. The financing package is totaling $481 million and is comprised of private placements, a gold stream agreement, a senior secured term loan facility and equipment financing facilities.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

CORPORATE DEVELOPMENTS (continued)

Completion of the Project Financing (continued)

Financing Package Highlights - $481 million

• $117 million equity financing via a private placement priced at CA$0.80 per common share.

• $250 million gold stream with Franco-Nevada Corporation (“ Franco-Nevada ”).

• $75 million senior secured term loan from Franco-Nevada.

• $40 million in equipment financing with Caterpillar Financial Services Limited (“ Cat Financial ”).

Closing of a Gold Stream Agreement – Franco-Nevada

• Deposit: $250 million;

• Deliveries: 12.5% of the gold production from the Project, reducing to 7.5% after delivery of 300,000 ounces;

• Ongoing Payments: 20% of the spot gold price at the time of delivery; and

• Drawdown of the deposit is subject to satisfaction of certain customary conditions.

A first draw-down from the gold stream deposit was made subsequently to December 31, 2022 (see EVENTS OCCURING AFTER THE REPORTING DATE AND UP TO THE DATE OF THIS MD& A section hereafter).

Closing of a Senior Secured Term Loan – Franco-Nevada

• Facility Amount: $75 million with a maturity date of over 6 years;

• Availability Period: Multi-draw facility available after the stream deposit is fully drawn, at GMIN’s discretion for up to 3.5 years;

• Standby fee on undrawn amounts of 1.0% per annum ;

• Coupon: 3-Month Term Secured Overnight Financing Rate plus a margin of 5.75% per annum pre-project completion, with the margin reducing to 4.75% after completion;

• 2-year interest deferral period;

• Principal, accrued interest, and accrued fees are repayable starting in December 2025 as follows:

• 10 equal quarterly payments equal to 7.5% of the balance outstanding for a total of 75%; and

• One payment equal to 25.0% at the end of the amortization schedule.

• o Original Issue Discount: 2.0% applicable on amounts drawn.

Closing of the Equipment Financing

• Up to $40 million in equipment financing via a credit-approved term sheet with Caterpillar Financial Services Limited (“ Cat Financial ”), for the supply of Caterpillar primary and ancillary mining fleet and construction machinery;

• Upfront fee 1% of the maximum amount;

• Standby fee on undrawn amounts of 1.0% per annum , and

• Term: 57 months in 19 quotes due quarterly, and 20% of the amount related to the equipment financed, paid in advance.

A first draw-down of the Equipment Financing was made subsequently to December 31, 2022 (see EVENTS OCCURING AFTER THE REPORTING DATE AND UP TO THE DATE OF THIS MD&A section hereafter).

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

CORPORATE DEVELOPMENTS (continued)

Closing of the Private Placement Financing

As part of the binding commitments, on July 22, 2022, the Corporation issued 160,062,500 common shares via a private placement at a price of CA$0.80 per share for gross proceeds of $99.3 million (the “ First Tranche ”).

All of the common shares issued pursuant the First Tranche were subject to a hold period which expired on November 23, 2022, in accordance with applicable Canadian securities laws.

On the same day, and pursuant to the Senior Secured Term Loan, the Corporation issued 11.5 million common share purchase warrants (the “ Warrants ”) to Franco-Nevada. Each Warrant entitles its holder to purchase one common share of the Corporation at an exercise price of CA$1.90 per common share until July 21, 2027. The Warrants are subject to an acceleration clause whereby if the volume-weighted average trading price of GMIN common shares on the TSX-V is CA$3.00 or greater for a period of ten (10) consecutive trading days, GMIN has the right to accelerate the expiry date of the Warrants to 30 days from the date of delivery of a notice by GMIN to Franco-Nevada announcing the accelerated exercise period. The Warrants have a cashless exercise mechanism to enable Franco-Nevada to avoid its holdings from exceeding 9.9% of GMIN's common shares outstanding at the time of exercise.

Also, as part of the binding commitments, on September 7, 2022, the Corporation issued 29,004,265 common shares via a private placement at a price of CA$0.80 per common share for gross proceeds of $17.6 million (the “ Second Tranche ”). All of the common shares issued pursuant the Second Tranche were subject to a hold period which will expire on January 8, 2023, in accordance with applicable Canadian securities laws, and are also subject to a 24-month (from First Tranche closing) restriction on disposition covenant, pursuant to the Investor Rights Agreement.

Additions to the Corporation’s Board of Directors

The Board appointed Messrs. Karim Nasr and Carlos Vilhena as directors on July 22 and November 24, 2022, respectively.

Significant Milestones on the Project and Update including the Main Project’s Key Performance Indicators

Health and Safety: Safety remains a priority with over 666,644 man-hours worked with no lost time incidents.

Detailed Engineering and Procurement: As at the year ended December 31, 2022, detailed engineering and procurement are 56% and 81% completed respectively. The Corporation’s focus was on time-critical equipment and preparation and development of the construction activities.

Commitments: As at the year ended December 31, 2022, the committed to date costs totaled $213 million (46% of total), tracking in line with Feasibility Study ($457 million). Hence the estimated costs to complete are approximately $244 million.

Construction and Pre-Production Mining: The Corporation commenced the work initiated in the starter pit phase that removed 344,000 tons of material. The excavated waste material will be used for construction purposes, as a source for aggregate, and fill material for constructing the dam of Project’s tailings facility. Four (4) CAT777E haulage trucks, one (1) CAT 6030 excavator and other smaller elements of the mine fleet used in this process were assembled and commissioned.

Permanent Camp: The construction effort is currently focused on the permanent camp in order to increase capacity to 1,200 sleepers by the first quarter of 2023. At that time, the combined camp capacity will accommodate the full project contingent. Site roads were also built to connect the exploration camp to the permanent camp, the industrial area, the open pit, the waste pile, and the tailings facility.

12

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

CORPORATE DEVELOPMENTS (continued)

Significant Milestones on the Project and Update including the Main Project’s Key Performance Indicators (continued)

Environmental and Social Activities: Reforestation efforts have been undertaken with the planting of first seedlings from the terrarium and water quality monitoring is ongoing in pit lagoons and other water bodies. The Corporation will support local community requests related to education, health, and cultural initiatives through provision of funding and expertise.

Powerline Construction: The construction of the 190km transmission line commenced with all material procured. ANEEL issued the DUP on the 138 kV power transmission line from Novo Progresso to the Project site, allowing for the finalization of the rights of way for the power line construction.

As a result, the main development and construction costs the Corporation incurred within the year is summarized below:

• Mining Equipment : $18M of mining equipment costs are substantially due to primary (mobile equipment), secondary and ancillary mining equipment to stablish the mine fleet used in the process of the preproduction mining;

• Engineering and Construction : $15.5M of engineering and construction costs are mainly related to external engineering from GMS ($9M), internal engineering ($2.5M) and construction facilities, services and tools ($3.5M);

• Owner’s Costs : $14M related to general services that support the exploration and evaluation activities of the Project, such as general management, supply chain, accounting etc.;

• Infrastructure : $10M of infrastructure costs are mainly related to the construction of bridges and roads of the Project’s perimeter as well as camp facilities building costs;

• Process Plant : $7M of process plant costs are mainly related to the milestone payments for the critical equipment related to the construction of the process plant;

• Power & Electrical : $4M of power and electrical costs mainly related to the commencement of the powerline construction in the last quarter of the year.

PROPERTY, PLANT & EQUIPMENT AND MINERAL PROPERTY

During the quarter ended September 30, 2022, management determined that the technical feasibility and commercial viability of the Project had been established and, accordingly, the Corporation reclassified capitalized costs associated with the Project from Exploration and Evaluation Assets to Mineral Property and Assets Under Construction within Property, Plant & Equipment and Mineral Property. Amounts capitalized on the Project will be carried at cost until the Project has reached commercial production, is sold, abandoned, or determined by management to be impaired.

The related exploration and evaluation assets were tested for impairment immediately prior to reclassification out of the Exploration and Evaluation Assets. In making an assessment of the potential impairment of the Project, management used the ‘fair value less costs to sell’ approach. Fair value was derived from the Company’s market capitalization during the impairment test period, and management found that the fair value less costs to sell was higher than the carrying amount of the cash generating unit. Therefore, no impairment charge was required prior to the reclassification to Property, Plant and Equipment and Mineral Property.

On September 29, 2022, the Corporation signed an agreement to exercise its right to buydown 1.0% of the total 2.5% NSR royalty held on the Project for a cash consideration of $3,500,000, resulting in a remaining NSR royalty of 1.5%.

As of December 31, 2022, the Corporation has paid in advance $14,911,772 related mainly to its commitments with the suppliers on purchases of Property, Plant & Equipment for the Project. The amount will be moved to Property, Plant & Equipment and Mineral Property once the assets are fully received.

13

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

EXPLORATION AND EVALUATION ASSETS

A summary of exploration and evaluation expenditures for the year ended December 31, 2022, and the fourteen months ended December 31, 2021, is as follows:

	Tocantinzinho Project $	Cameron Lake Project $	Total $
Balance, November 1, 2020	-	240,637	240,637
Acquisition Costs
Acquisition	53,248,070	-	53,248,070
RoyaltyBuydown	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	2,491,835
MiningTax 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
Property Exploration Costs
Exploration and Evaluation Costs	12,566,203	38,646	12,604,849
Total Property Exploration Costs	12,566,203	38,646	12,604,849
Transfer to Property, Plant & Equipment and Mineral Property	(73,499,005)	-	(73,499,005)
Impairment of Exploration and Evaluation Assets	-	(298,793)	(298,793)
Foreign Exchange	3,241,492	2,397	3,243,889
Balance, December 31, 2022	-	-	-

Tocantinzinho Project (Brazil)

On October 27, 2021 (the " Closing Date "), the Corporation acquired all the issued and outstanding shares of Brazauro Recursos Minerais S.A. (“ BRM ”) from Eldorado (the " Acquisition "). BRM is a Brazilian exploration and development company holding the property, assets, and rights related to the Project.

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).

The capitalized costs associated with the Project at September 30, 2022 and amounting $73,499,005, were reclassified from Exploration and Evaluation Assets to Mineral Property and Assets Under Construction within Property, Plant & Equipment and Mineral Property (see above section PROPERTY, PLANT & EQUIPMENT AND MINERAL PROPERTY)

14

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

EXPLORATION AND EVALUATION ASSET (continued)

Tocantinzinho Project (Brazil) (continued)

During the nine months ended September 30, 2022, the Corporation incurred an amount totaling $12,566,203 to advance the Project. These costs incurred were recorded by the Corporation in the exploration and evaluation category prior to the transfer of these balances to Property, Plant & Equipment and Mineral Property as mentioned above. The detail is as follows:

	Nine Months Ended September 30, 2022 $
Construction Labor Costs and Related Expenses	752,871
Environment & Permitting	863,288
ConsultingFees-GMS	2,983,847
ConsultingFees-Other	682,709
CampCosts	113,417
Logistics of Material	252,799
EarlyWorks(1)	3,358,249
Owner’s Costs(2)	2,248,695
Exploration	1,310,328
Total	12,566,203

(1) Early Works relate to preparatory works for construction such as road improvement, installation of different temporary infrastructure etc .

(2) Owner’s costs relate to the general services that support the exploration and evaluation activities of the Project, such as general management, supply chain, accounting etc .

Cameron Lake Project (Canada)

On June 1, 2018, the Corporation acquired a 100% interest in mineral claims located in the Cameron Lake area in the province of Québec. As at December 31, 2022, potential indicators of impairment were identified in relation to the Cameron Lake Project and as a result, the property’s $298,793 carrying value was fully impaired.

15

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

SELECTED ANNUAL INFORMATION

	December 31, 2022 $	December 31, 2021 $	October 31, 2020 $
Revenue	-	-	-
NetLossfortheYear/Period (1)	(1,897,416)	(3,289,238)	(494,564)
Basic andDilutedLoss perCommonShare	(0.01)	(0.02)	(0.03)
Total Assets(2)	256,597,979	120,230,592	1,157,133
TotalCurrentLiabilities (2)	12,249,282	2,603,610	-
Total Non-currentLiabilities (2)	3,070,362	37,524	-
Dividends	-	-

(1) The decrease in the net loss for the year ended December 31, 2022, compared with the fourteen months ended December 31, 2021, is mainly due to the increase of the operating expenses due to volume and the complexity of the corporate activities as the Project ramps up on its construction offset substantially by the foreign exchange income and interest income increases. More information is provided in section “OPERATIONS”

(2) The increase in total assets and liabilities for the year ended December 31, 2022 compared with the fourteen-month ended December 31, 2021 is mainly due to:

• Prepaid Expenses and Deposits : Decreased from $3.1M to $0.4M mainly due to the cancellation of a purchase order of mobile equipment for which a refundable deposit of $2.8 million was made as at December 31, 2021 that is now considered as a longterm asset by the management;

• Deferred Financing Fees : Increased from $nil to $3.7M due to the fees paid on the establishment of loan facilities and financing transactions. Such fees are recognized as transaction costs to the extent that it is probable that some or all of the facility will be drawn down in connection with the financing packaged mentioned herein;

• Long-term Deposits on Equipment : Increased from $nil to $15M mainly due to the deposits made in relation to purchases of heavy mobile equipment and process plant equipment to proceed with the construction of the Project. The terms and conditions of these long-term deposits are set according to the agreement with each supplier which is then linked to the milestones agreed upon for the delivery of the equipment;

• Accounts Payable and Accrued Liabilities : Increase from $2.6M to $12.2M mainly due to the increase of the construction activities in the year;

• Rehabilitation Provision : Increased from $nil to $1.0M due to the recognition of the closure costs provision calculated based on the disturbance at December 31, 2022 and estimated closure costs relating to the rehabilitation; and

• Derivative Warrant Liability : Increased from $nil to $1.7M due to the recognition at fair value of the 11.5 million common share purchase warrants issued in the year and subsequent remeasurement.

16

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

SELECTED QUARTERLY INFORMATION

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

			ThreeMonthsEnded	ThreeMonthsEnded
		December 31, 2022 $ (unaudited)	September 30, 2022 $ (unaudited)	June 30, 2022 $ (unaudited)	March 31, 2022 $ (unaudited)
Total Revenue		-	-	-	-
Net Income (Loss) for the Period		(1,558,154)(1)	1,384,404(2)	(403,045)	(1,320,621)(3)
Basic and Diluted Loss per Share		(0.02)	(0.00)	(0.00)	(0.01)
Total Assets		256,597,979	249,261,226	143,739,125	135,137,558
Total Non-currentLiabilities		3,070,362	1,905,088	19,755	27,860
	Two 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)(4)	(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-currentLiabilities	37,524	43,816	-	-	-

(1) The increase in the net loss for the three months ended December 31, 2022, compared with the three months ended September 30, 2022, is primarily due to loss in foreign exchange for the quarter 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, and the recognition of impairment on exploration and evaluation assets.

(2) The net income for the three months ended September 30, 2022, compared with the net loss for the three months ended June 30, 2022, is primarily due to higher foreign exchange gain 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 and the effect of change in fair value of warrant liability.

(3) The increase in the net loss for the three months ended March 31, 2022, compared with the two months ended December 31, 2021, is primarily due to expenses reflecting a period of three months compared to two months and 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.

(4) The increase in the net loss for the three months ended October 31, 2021, 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 the Corporation.

17

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

OPERATIONS

During the three months ended December 31, 2022, the Corporation reported a net comprehensive income of $4,699,017 compared to a net comprehensive income of $2,585,343 for the two months ended December 31, 2021:

	Three Months Ended December 31, 2022 $	Two Months Ended December 31, 2021 $
Salaries and Fringe Benefits	496,929	296,814
Director Fees	53,608	22,392
Share-based Compensation	296,481	157,605
Professional Fees	339,185	44,139
Rent Expense	12,468	2,494
Investor Relations	93,949	33,144
Office and General	155,459	101,437
Depreciation	20,659	8,965
Impairment of Exploration and Evaluation Asset	298,793	-
Transfer Agent and FilingFees	33,092	7,408
OperatingExpenses	(1,800,623)	(674,398)
Foreign Exchange	482,416	(371,638)
Change in Fair Value of Financial Instruments	(5,343)	-
StandbyFees	196,253	-
Interest Income and Other	(915,795)	(49,157)
Other Income	242,469	420,795
Net Loss for the Period	(1,558,154)	(253,603)
CurrencyTranslation Adjustment	6,257,171	2,838,946
Net Comprehensive Income for the Period	4,699,017	2,585,343

Major expenses for the period are as follow:

• Professional fees increased from $0.04M to $0.3M as a result of the volume and the complexity of the corporate activities increasing and to the fees incurred in relation to the base shelf prospectus preparation and fiscal advice on various financing alternatives that were received in the last months of the year, while these services were not required in the two months ended December 31, 2021;

• Impairment of exploration and evaluation asset increased from $nil to $0.3M as a result of the Corporation determining it would no longer explore Cameron Lake property.

• Foreign exchange decreased from a gain of $0.4M to a loss of $0.5M 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;

• Standby fees increased from $nil to $0.2M as a result of the Senior Secured Term-Loan signed with Franco-Nevada on July 2022;

• Interest income and other increased from $0.05M to $0.9M substantially due to the increase on the amount of cash and cash equivalents invested and its interest yield ; and

• Currency translation adjustment increased from $2.8M to $6.2M as a result of converting the financial statements of the parent company and the Corporation’s subsidiary from their functional currency, respectively CA$ and R$ to the Consolidated financial statements’ presentation currency which is US$.

18

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

OPERATIONS (continued)

During the year ended December 31, 2022, the Corporation reported a net comprehensive loss of $6,164,556 compared to a net comprehensive loss of $1,932,319 for the fourteen months ended December 31, 2021:

	Year Ended December 31, 2022 $	Fourteen Months Ended December 31, 2021 $
Salaries and Fringe Benefits	1,834,670	1,423,726
Director Fees	189,666	177,746
Share-based Compensation	1,297,007	895,882
Professional Fees	1,040,061	411,006
Management Fees	-	77,134
Rent Expense	44,187	7,705
Investor Relations	349,257	73,394
Office and General	425,110	250,499
Depreciation	74,438	13,111
Impairment of Exploration and Evaluation Asset	298,793	-
Transfer Agent and FilingFees	128,048	57,491
OperatingExpenses	(5,681,237)	(3,387,694)
Foreign Exchange	(1,463,955)	174,602
Changein Fair Value of Financial Instruments	(627,208)	-
StandbyFees	357,152	-
Interest Income and Other	(2,049,810)	(273,058)
Other Income	3,783,821	98,456
Net Loss for the Year/Period	(1,897,416)	(3,289,238)
CurrencyTranslation Adjustment	(4,267,140)	1,356,919
Net Comprehensive Loss for the Year/Period	(6,164,556)	(1,932,319)

Expenses for the year ended December 31, 2022, compared to the fourteen months ended December 31, 2021, were as follows:

• Professional fees increased from $0.4M to $1.0M as a result of the volume and the complexity of the corporate activities increasing, to the fees incurred in relation to the base shelf prospectus preparation and fiscal advice on various financing alternatives that were received during the year ended December 31, 2022, while these services were not required in the fourteen months ended December 31, 2021, but instead, services related to due diligence were received;

• Impairment of exploration and evaluation asset increased from $nil to $0.3M as a result of the Corporation determining it would no longer explore Cameron Lake property;

• Foreign exchange increased from a loss of $0.2M to a gain of $1.5M 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;

• Change in fair value of warrant liability increased from $nil to a gain of $0.6M due to the revaluation of the fair value of the warrant derivative liability as at December 31, 2022;

• Standby fees increased from $nil to $0.4M as a result of the Senior Term-Loan signed with Franco-Nevada on July 2022;

• Interest income and other increased from $0.3M to $2.0M substantially due to the increase on the amount of cash and cash equivalents invested and its interest yield; and

• Currency translation adjustment decreased from a gain of $1.4M to a loss of $4.3M as a result of converting the financial statements of the parent company and the Corporation’s subsidiary from their functional currency, respectively CA$ and R$ to the Consolidated financial statements’ presentation currency which is US$.

19

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

LIQUIDITY AND CAPITAL RESOURCES

In addition to the private placements closed during the year, and disclosed in the CORPORATE DEVELOPMENTS section above, the Corporation entered into binding commitments with respect to a construction financing package for the development and construction of the Project. Such financing package is also detailed in the CORPORATE DEVELOPMENTS section.

As long as the Corporation meets the conditions precedent to the Gold Stream Agreement, the Senior Secured Term Loan, and the Equipment Financing, the Corporation anticipates that proceeds will be sufficient to fund its capital requirements up to the commencement of commercial production at the Project. Should the Corporation not be able to draw from these facilities, or in the event that these facilities are insufficient to complete construction and commissioning of the mine, the Corporation will need to complete further financing.

CASH FLOW PROVIDED BY (USED IN)	Year Ended	Fourteen Months Ended
	December 31,	December 31,
	2022	2021
	$	$
Operating Activities Before the Net Change in
Working Capital Items	(2,096,819)	(2,203,633)
Net Change in WorkingCapital Items	899,681	(2,342,351)
Operating Activities	(1,197,138)	(4,545,984)
Investing Activities	(94,652,181)	(24,413,778)
Financing Activities	127,362,496	84,490,749
Effect on Foreign Exchange Rate Differences on
Cash	(7,124,530)	1,104,506
Increase in Cash and Cash Equivalents	24,388,647	56,635,493

Operating Activities

For the year ended December 31, 2022, cash used in operating activities totaled $1.2M while there were $4.5M of cash outflows for the fourteen months ended December 31, 2021. The cash outflows were lower mainly due to a decrease of the net loss, combined with decrease on the net change in working capital items as a result of increase in accounts payable and accrued liabilities.

Investing Activities

For the year ended December 31, 2022, cash used in investing activities totaled $94.7M primarily for the costs incurred to advance the Project, long-term deposits, and the acquisition of Property Plant & Equipment. For the fourteen months ended December 31, 2021, investing activities totaled $24.4M mainly related to the cash consideration to purchase BRM.

Financing Activities

For the year ended December 31, 2022, the Corporation had net cash receipts related to financing activities of $127.4M mainly due to the net proceeds received from the private placements and the exercise of warrants, compared to $84.5M for the fourteen months ended December 31, 2021.

OFF-BALANCE SHEET ARRANGEMENTS

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

20

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

RELATED PARTY TRANSACTIONS

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:

		Year Ended	Fourteen Months Ended	Fourteen Months Ended
	December 31, 2022			December 31, 2021
Salaries, Bonus and Benefits	$	1,582,748	$	1,423,726
Management Fees		-		77,134
Directors’ Fees		178,666		177,746
Share-based Compensation		1,297,007		895,882
	$	3,058,421	$	2,574,488

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 up to twice base salary and bonus and certain vesting acceleration clauses on Options.

On January 26, 2021, the Corporation entered into the MSA with GMS, a related party with two common directors, to formalize the business relationship pursuant to which the Corporation will access a wide range of services to be provided by GMS on an as-needed basis and on arm’s length terms.

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.

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 confirmed that the Board has mandated the Audit & Risk Committee to oversee all matters relating to the performance of the 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 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 times compliant with applicable laws, including applicable securities laws and the rules and policies of the TSX-V.

In connection with the MSA, the Corporation entered into a contract for basic services with GMS, (mainly to support the 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 ”). The closeout of this latter contract occurred in January 2022.

Also, in connection with the MSA, on January 27, 2022, the Corporation entered into a Detailed Engineering Services and Construction Management Contract with GMS in respect of the Project (the “ TZ Contract-2 ”).

The conclusion of the MSA as well as the contract for basic services, the TZ Contract and the TZ Contract-2 were approved by the Audit & Risk Committee of the Board, the business relationship between the Corporation and GMS being under the latter committee’s purview, as per the aforesaid guidelines.

21

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

RELATED PARTY TRANSACTIONS (continued)

Under the basic service contract, for the year ended December 31, 2022, net consulting fees of $437,089 were charged by GMS ($401,139 for the fourteen months ended December 31, 2021) relating to due diligence, administrative support, and office fees.

Under the TZ Contract, for the year ended December 31, 2022, $423,464 were charged by GMS ($1,714,882 for the fourteen months ended December 31, 2021) relating to the update of the feasibility study and basic engineering.

Under the TZ Contract 2, for the year ended December 31, 2022, consulting fees of $7,132,551 were charged by GMS (for the fourteen months ended December 31, 2021-$ nil) relating to detailed engineering and construction management.

The net payable balances to GMS as of December 31, 2022, are $1,953,321 ($1,162,146 as of December 31, 2021).

The Corporation also completed a non-brokered private placement during the fourteen months ended December 31, 2021, with related parties as described in the consolidated financial statements as at December 31, 2022. 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, 2022, under the same terms as other investors.

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, 2022, filed on SEDAR at www.sedar.com on April 28, 2023.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Reference is made to note 11 in the audited consolidated financial statements.

COMMITMENTS

Capital expenditures contracted as at December 31, 2022 amount to $144 million, of which $115M is expected to be paid in the year ending December 31, 2023 and $29M in the year ending December 31, 2024.

OUTLOOK 2023

Having made a formal construction decision for the Project during 2022, the outlook for 2023 is to complete the detailed engineering and procurement activities, as well as issue the inaugural Environmental, Social and Governance report. With the completion of the permanent camp, part of the construction activities started to ramp up in 2023 with the start of the main construction which includes the process plant, 138kV transmission line, tailings management facility and other support infrastructures.

From an exploration standpoint, a geochemistry program was initiated on some of the exploration permits surrounding the Project that will generate additional targets to be pursued in 2023.

The expenditures planned for 2023 are to be funded from the Corporation’s cash on hand with further expenditures to be funded with the remaining funds from the Project financing facilities obtained in the year ended December 31, 2022, such as the Gold Streaming Agreement and the Equipment Financing.

22

G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

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

Filing of the Short Form Base Shelf Prospectus

On January 19, 2023, the Corporation filled the final short form base shelf prospectus in each province and territory of Canada. This filing allows the Corporation and/or selling security holders to make offerings of common shares (including by way of an "at-the-market distribution" in accordance with applicable securities laws), preferred shares, subscription receipts, warrants, debt securities, units or any combination thereof for up to a maximum amount of C$500 million during the 25-month period over which the base shelf prospectus is effective. Refer to the Capital Management Section herein.

Omnibus Equity Incentive Plan and Grant of Stock Options to Directors, Officers, and Employees and Stock appreciation rights to Directors and Officers

In January 30, 2023, the Corporation announced that it has received a conditional approval from the TSX-V for the adoption of a new Omnibus Equity Incentive Plan (the “ New Plan ”), which will replace the Corporation’s current 2019 Stock Option Plan (the “ 2019 Plan ”) as of such date. Pursuant to the New Plan, the Corporation will be entitled to grant deferred share units, stock options, performance share units, restricted share units and stock appreciation rights to employees, officers or directors of, or consultants to, the Corporation or any of its subsidiaries, with the number of common shares issuable thereunder, together with the number of shares issuable under the 2019 Plan, not to exceed 7.5% of the total number of shares outstanding from time to time.

In accordance with the 2019 Plan, the Board of Directors granted, on January 30, 2023, to officers and employees of the Corporation, an aggregate of 3,151,199 stock options of the Corporation (“ Options ”), each Option conferring upon its holder the right to purchase one common share, for a following period of five (5) years and for an exercise price for each Option of C$0.80 per share.

In accordance with the New Plan, the Board of Directors granted, subject to shareholder approval, as of such date, to:

• directors of the Corporation, an aggregate of 900,000 deferred share units of the Corporation (“ DSUs ”), each DSU conferring upon its holder the right to receive, without payment of any consideration, one common share or, at the Corporation’s option, a cash payment equal to the fair market value of such common share (with the additional option of receiving any combination of cash and common shares); and

• officers of the Corporation, an aggregate of 752,188 restricted share units of the Corporation (“ RSUs ”), each RSU conferring upon its holder the right to receive, without payment of any consideration, one common share or, at the Corporation’s option, a cash payment equal to the fair market value of such common share (with the additional option of receiving any combination of cash and common shares).

Caterpillar Equipment Finance Draw-down

On March 22, 2023, pursuant to the executed agreement with Caterpillar Financial Services Limited, the Corporation has drawn $16.6 million from the $40 million Equipment Financing related to purchase mobile equipment for the Project.

Gold Streaming Agreement Draw-down

On March 31, 2023, pursuant to the Gold Streaming Agreement with Franco-Nevada Corporation, the Corporation has drawn $91 million from the $250 million total deposit.

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G MINING VENTURES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022

CAPITAL MANAGEMENT

Capital includes components of shareholders’ equity and changes therein are depicted in the consolidated statement of changes in 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. 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, on top of the existing ones, if needed, financing through additional equity financing, debt financing (limited to capital leases until commercial production) or by other means. Finally, the Corporation prepares annual budgets and estimated at completion for its Project 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 “Risk Factors” of the Corporation’s Annual Information Form for the financial year ended December 31, 2022, dated April 28, 2023, filed with SEDAR on the same date; and (ii) the section “Risks and Uncertainties” of the Corporation’s Management Discussion & Analysis for the fourteen months ended December 31, 2021, filed on SEDAR on April 27, 2022 (collectively, the “Documents Incorporated by Reference”).

SHARE CAPITAL

The Corporation had the following securities issued and outstanding:

	April 28,	December 31,
	2022	2022
Common Shares	447,517,060	447,517,060
Warrants	48,969,770	48,969,770
Stock Options	11,974,087	8,822,888
DSUs and RSUs	1,652,188	-
Fully Diluted Shares	510,113,105	505,309,718

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