G2 Goldfields Inc. — Management Reports 2023

Sep 27, 2023

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Introduction

The following management’s discussion and analysis (“MD&A”) of the financial condition and results of the operations of G2 Goldfields Inc. (the “Company” or “G2”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the years ended May 31, 2023 and 2022. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations . This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the years ended May 31, 2023 and 2022, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). Information contained herein is presented as of September 26, 2023, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company common shares (the “Shares”); (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations can be obtained from the offices of the Company or from www.sedarplus.ca .

Qualified Person

Daniel Noone, (Member of the Australian Institute of Geoscientists) is a qualified person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and has reviewed and approved for inclusion the scientific and technical disclosure in this MD&A. Mr. Noone is also the Chief Executive Officer of the Company.

Description of Business

The Company is a Canadian based resource exploration company focused on the acquisition of multiple unique, but historically challenged, mineral exploration projects, each with the potential to identify and generate one or more significant gold projects for development.

Operational Highlights

The Company achieved the following during the year ended May 31, 2023 of this MD&A:

• Recorded royalty receipts from artisanal workers on its properties of $315,582 (year ended May 31, 2022 - $346,114).

• On August 4, 2022, G2 announced that it had completed the second and final tranche of the non-brokered private placement announced by the Company on June 22, 2022, and later upsized on June 29, 2022 (the “Offering”). The Company raised a total of $13,370,020 pursuant to the Offering. The first tranche of the Offering closed on July 15, 2022, and consisted of 19,733,401 Shares at a price of $0.60 per Share, for gross proceeds of $11,840,041. The second tranche consisted of 2,549,965 Shares at a price of $0.60 per Share, for gross proceeds of $1,529,979. In connection with the closing of the first tranche and second tranche of the Offering, Stephen Stow, a director of the Company, purchased 416,800 Shares for an aggregate subscription price of $250,080. In connection with the

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

closing of the second tranche of the Offering, Patrick Sheridan, Executive Chairman of the Company, purchased 1,700,000 Shares for an aggregate subscription price of $1,020,000.

The Company issued an aggregate of 954,990 broker warrants in connection with the Offering. Each broker warrant entitles the holder thereof to purchase one Share at a price of $0.70 per Share until July 15, 2023. The broker warrants were valued at $115,852.

The fair value of the broker warrants was estimated using the Black-Scholes option pricing model with the following assumptions: Share price of $0.55 for broker warrants; expected dividend yield of 0%; risk-free interest rate of 3.20%; volatility of 74.64% and an expected life of 1.0 year.

• On September 2, 2022, the Company granted an aggregate of 750,000 options to a consultant of the Company with such options being exercisable at a price of $0.63 per Share until September 2, 2025, and vesting as to one-quarter immediately and one-quarter after 6, 12 and 18 months, respectively, from the date of grant. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: share price of $0.63; expected dividend yield of 0%; riskfree interest rate of 3.53%; volatility of 94.03% and an expected life of 3.00 years. The fair value assigned to these options was $286,324.

• On October 3, 2022, 500,000 restricted share units (“RSUs”) were exercised and each RSU was converted to one Share. Patrick Sheridan, Executive Chairman of the Company, received these Shares.

• On October 6, 2022, G2 announced Mr. Torben Michalsen will be joining the Company as Chief Operating Officer commencing on or about November 15, 2022.

• On November 8, 2022, the Company granted an aggregate of 3,000,000 options to officers and directors of the Company with such options being exercisable at a price of $0.75 per Share until November 8, 2025, and vesting over 18 months from the date of grant. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Share price of $0.65; expected dividend yield of 0%; risk-free interest rate of 4.10%; volatility of 93.42% and an expected life of 3.00 years. The fair value assigned to these options was $1,124,723.

• On November 23, 2022, the Company granted an aggregate of 750,000 options to directors and an officer of the Company with such options being exercisable at a price of $0.75 per Share until November 23, 2025, and vesting as to one-quarter immediately and one-quarter after 6, 12 and 18 months, respectively, from the date of grant. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Share price of $0.64; expected dividend yield of 0%; riskfree interest rate of 3.70%; volatility of 92.88% and an expected life of 3.00 years. The fair value assigned to these options was $272,798.

• On November 28, 2022, the Company granted an aggregate of 2,200,000 options to consultants and employees of the Company with such options being exercisable at a price of $0.75 per Share until November 28, 2025, and vesting as to one-quarter immediately and one-quarter after 6, 12 and 18 months, respectively, from the date of grant. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Share price of $0.60; expected dividend yield of 0%; risk-free interest rate of 3.67%; volatility of 92.91% and an expected life of 3.00 years. The fair value assigned to these options was $732,018.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

• On December 15, 2022, G2 filed a final short form base shelf prospectus (the “Shelf Prospectus”) with the securities regulatory authorities in each of the provinces and territories of Canada, other than Québec. This followed the completion of a regulatory review of the preliminary base shelf prospectus, which was filed on October 5, 2022.

The Shelf Prospectus allows the Company to make offerings of up to $50 million of any combination of Shares, warrants, subscription receipts, units, and debt securities (collectively, the “Securities”). The specific terms of any offering of Securities, including the use of proceeds from any offering, will be set forth in supplements to the Shelf Prospectus. The Shelf Prospectus is effective for a 25-month period, expiring in January 2025.

• On March 3, 2023, the Company granted an aggregate of 750,000 options to certain officers and consultants of the Company with such options being exercisable at a price of $0.85 per Share until March 3, 2026 and vesting as to one- quarter immediately and onequarter after 6, 12 and 18 months, respectively, from the date of grant. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Share price of $0.82; expected dividend yield of 0%; risk-free interest rate of 3.97%; volatility of 88.68% and an expected life of 3.00 years. The fair value assigned to these options was $354,120.

• On March 24, 2023, G2 announced that it has closed a “bought deal” public offering of Shares for aggregate gross proceeds of $13,800,000 (the “Bought Deal”). Pursuant to the Bought Deal, the Company issued 17,250,000 Shares at a price of $0.80 per share, which included the full exercise of the over-allotment option by the Underwriters. In connection with the Bought Deal, the Underwriters received a cash commission equal to 6% of the gross proceeds of the Bought Deal, other than in respect of sales of Shares to certain purchasers on a president’s list, on which a cash commission of 3% was paid. Patrick Sheridan, Executive Chairman of the Company, purchased 250,000 Shares pursuant to the Bought Deal.

• On April 14, 2023, 954,990 warrants with an expiry date of July 15, 2023, and exercise price of $0.70, were exercised for gross proceeds of $668,493.

• During the year ended May 31, 2023, 855,000 stock options with an exercise price between $0.18 and $0.40 were exercised for gross proceeds of $235,499.

Technical Report

On June 1, 2022, G2 announced that an independent technical report for its Oko project entitled “NI 43-101 Technical Report and Mineral Resource Estimate for the Oko Gold Property, Cooperative Republic of Guyana, South America” (the “Technical Report”), with an effective date of April 14, 2022, had been filed on SEDAR (now SEDAR+).

Highlights of the resource estimate include:

• 974,000 oz. Au – Inferred contained within 3,274,000 tonnes @9.25 g/t Au and

• 220,000 oz. Au – Indicated contained within 793,000 tonnes @ 8.63 g/t Au.

G2’s resource study was prepared to NI 43-101 standards by Micon International Limited and is based on 98 intersecting drill holes. The resource study estimates the gold content hosted by three primary shear zones (S3, S4, & S5) which vary in length between 350 and 750 metres and have been explored to a maximum depth of approximately 350m, where they remain wide open. Additionally, shear zones 4 and 5 are both open along strike to the north. The Company has mobilized three diamond drill rigs to rapidly build upon the high-grade foundational resource.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Mineral Resources for the Oko Mine Deposit, Reported at a 4.0 g/t gold cut-off

Category	Zone	Mass (Kt)	Average Grades	Contained Metal
			Au (g/t)	Au (oz)
Indicated	S3	469	8.66	131,000
	S4	323	8.59	89,000
	Total	793	8.63	220,000
Inferred	S3	1,776	7.67	438,000
	S4	122	6.37	25,000
	S5	1,375	11.55	511,000
	Total	3,274	9.25	974,000

Notes:

1. Effective date April 14, 2022; CIM definitions were followed for Mineral Resources.

2. The wireframes are based on shear zone lithology and a base cut-off grade of 1.0 g/t gold. The wireframes are snapped to the drill hole traces and have been modelled to a minimum horizontal width of 1.5m

3. The mineral resource is estimated using 1,155 composites of 1 m equal length, selected from 98 intersecting diamond drill holes.

4. A combination of restricted search ellipse and grade capping after compositing have been applied on each shear zone to mitigate the influence of outliers. Capping grade are S1 = 7.0 g/t Au, S2 = 3.0 g/t Au, S3 = 35.0 g/t Au, S4 = 70.0 g/t Au, S5 = 60.0 g/t Au and S3S = 2.0 g/t Au

5. The economic underground mining cut-off is calculated to be 2.0 g/t Au derived from a gold price of US$1,700/oz with a metallurgical recovery of 85%, mining cost of US$75.0/t, processing cost of US$15.0/t, and a G&A cost of US$2.5/t.

6. G2 Goldfields decided to report this mineral resource at a higher cut-off grade of 4.0 g/t Au, given the high-grade nature of the deposit.

7. Rock density average was used for the shear zones based on measurements taken from core specimens, with an average value of 2.84 g/cm3.

8. The resource estimate has been done using a sub-block model with parent block size of 10 m along strike and down dip and 3 m across strike, with a child block size of 0.5 m across strike and 2 m along strike and down dip.

9. Mineral resources which are not mineral reserves do not have demonstrated economic viability.

10. The block model grades were estimated using the Ordinary Kriging interpolation method, with search parameters derived from geostatistical analysis performed within the mineralization wireframes. Variogram ranges are from 60 m to 70 m for Au in the major axis.

11. Mined out volumes have been discounted from the mineral resource for zones S3, S4 and S5 based on limited underground workings survey and available local

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

reports.

1. Preliminary underground constrains were also applied to report mineral resource including a 10 m span crown pillar and the elimination of isolated or scattered blocks above cut-off grade.

2. Micon has not identified any legal, political, environmental, or other factors that could materially affect the potential development of the mineral resource estimate.

3. The mineral resource estimates are classified according to the CIM Standards which define a Mineral Resource as “a concentration or occurrence of solid material of economic interest in or on the earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other characteristics of a mineral resource are known, estimated, or interpreted from specific geological evidence and knowledge including sampling.”

4. The mineral resource was categorized based on geological confidence into the Indicated and Inferred categories. Indicated blocks are within 50 m apart and regular drilling coverage with at least 4 drillholes along strike and down dip. An inferred mineral resource has the lowest level of confidence. It is reasonably expected that part of the inferred mineral resources could be upgraded to indicated mineral resources with additional infill drilling.

A three-dimensional image of the resource model is below as Figure 1 or available at the following link:

• https://g2goldfields.com/wp

content/uploads/2022/04/G2_OMZ_ResModelShears345_Apr2022_03.pdf.

==> picture [444 x 224] intentionally omitted <==

High grade intersections at the lower end of the mineralized envelope include 14.3m @ 8.2 g/t Au, 3.8m @ 10.2 g/t Au, and 3.9m @ 8 g/t Au (Shear 3), 1.6m @ 26.1 g/t Au, and 6.5m @ 12.9 g/t Au (Shear 4) as well as 11.3m @ 9.2 g/t Au, 8.3m @ 14.2 g/t Au, and 4.2m @ 37.2 g/t Au (Shear 5).

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Qualified Persons for the Technical Report

Mineral Resources in the Technical Report are estimated by Dr. Tania Ilieva, Ph.D., P.Geo. and Alan San Martin, MAusIMM(CP), consultants of Micon with more than 20 years' experience in mineral exploration, resource estimation and mining, including in South America and Canada. Both are considered “Qualified Persons” for the purposes of NI 43- 101 and have reviewed and approved the scientific and technical disclosure contained in subsection “Technical Report” above. The Qualified Persons have verified the data underlying the MRE contained in subsection “Technical Report” above. There were no limitations imposed on the Qualified Persons verification of the data.

Trends

Gold prices

During property acquisition, exploration, and financial planning, management monitors gold demand and supply balances as well as price trends. In addition to monitoring gold prices, management also monitors financing activities in the Junior Mining Sector as this represents the sector in which G2 operates. The following table highlights the comparative gold prices which G2 monitors.

	Summary of Gold Prices	Summary of Gold Prices	Summary of Gold Prices	Summary of Gold Prices
	Current Prices with Comparative(1)
Commodities	May 31, 2023 (USD)	May 31, 2022 (USD)	May 31, 2021 (USD)	May 31, 2020 (USD)	May 31, 2019 (USD)
Gold($/oz)	1,959.30	1,836.40	1,911.00	1,738.50	1,304.90

(1) Price was obtained from the website - https://www.kitco.com .

Environmental Liabilities

The Company is not aware of any environmental liabilities or obligations associated with its mineral property interests. The Company is conducting its operations in a manner that is consistent with governing environmental legislation.

Overall Objective

The Company is a junior mineral exploration company with an experienced management team engaged in the acquisition and advancement of mineral exploration projects, primarily located in Guyana, South America. The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain any economically recoverable mineral reserves. The success of the Company is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete exploration and development of its properties, the selling prices of minerals at the time, if ever, that the Company commences production from its properties, government policies and regulations and future profitable production, or proceeds from the disposition of such properties.

The Company has not discovered economically recoverable mineral reserves. While discovery of ore-bearing structures may result in substantial rewards, it should be noted that few properties that are explored are ultimately developed into producing mines.

The Company may also seek to acquire additional mineral resource properties or companies holding such properties. The Company notes that mineral exploration in general is uncertain and

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

the probability of finding economically recoverable mineral reserves on any one of its early-stage prospects is low. However, the probability that one of the many prospects acquired will host economically recoverable mineral reserves is higher due to the historic gold production that has occurred on them. As a result, the Company believes it can reduce overall exploration risk by acquiring additional mineral properties. In conducting its search for additional mineral properties, the Company may consider acquiring properties that it considers prospective based on criteria such as the exploration history of the properties, their location, or a combination of these and other factors. Risk factors to be considered in connection with the Company’s search for and acquisition of additional mineral properties include the significant expenses required to locate and establish economically recoverable mineral reserves, the fact that expenditures made by the Company may not result in discoveries of economically recoverable mineral reserves, environmental risks, risks associated with land title, the competition faced by the Company and the potential failure of the Company to generate adequate funding for any such acquisitions. See “Risk Factors” below.

Off-Balance-Sheet Arrangements

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

Proposed Transactions

The Company routinely evaluates various business development opportunities that could entail farm-ins, farm-outs, acquisitions, trades and / or divestitures. In this regard, the Company is currently in discussions related to these and similar activities with various parties. There can be no assurance that any such transactions will be concluded in the future.

Management of Capital

The Company considers its capital to consist of its shareholders' equity balance which as of May 31, 2023, totaled $41,398,536 (May 31, 2022 - $16,929,063).

The Company's objective when managing capital is to maintain adequate levels of funding to support its exploration activities and to maintain corporate and administrative functions necessary to support operational activities. The Company manages its capital structure in a manner that provides sufficient operational activities. Funds are primarily secured through equity capital raised by way of private placement. There can be no assurance that the Company will be able to continue raising equity capital in the future. The Company invests all capital that is surplus to its immediate operational needs in short-term, liquid and highly rated financial instruments such as cash and other short-term guaranteed deposits, and all are held in major financial institutions.

There were no changes to the Company's approach to capital risk management during the year ended May 31, 2023. Management believes its capital management approach is reasonable given its stage of operations and size of the Company.

Mineral Exploration Properties

The Company has not yet determined whether the Company’s properties contain an economic mineral reserve. There are no known reserves of minerals on any of the Company’s mineral exploration properties and any activities of the Company thereon will constitute exploratory searches for minerals. See “Risk Factors” below.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Guyana Projects, Guyana, South America

The Company operates in Guyana, where it holds several concessions as detailed further in this MD&A.

Details of the exploration and evaluation expenditures on the Company’s mining interests in each of the Purini project and the Oko project for the year ended May 31, 2023, are provided below:

	Purini Project	Purini Project			Oko Project	Oko Project
Expenditure	Peters	Total	Aremu	Oko	Tracey	Greenfields	Total
Agreementpayments	-	-	$289,901	-	-	-	$289,901
Licenses andpermits	$53,687	$53,687	$20,569	$12,573	-	-	$33,142
Administration	$30,686	$30,686	-	$819,817	-	$65,633	$885,450
Camp supplies	($232)	($232)	-	$317,536	-	$8,398	$325,934
Communication	$12	$12	-	$22,601	-	-	$22,601
Contract fees	$50,532	$50,532	-	$414,681	$4,631	$21,116	$440,428
Drilling	-	-	-	$4,794,841	-	-	$4,794,841
Fuel	$2,929	$2,929	-	$379,993	-	$3,711	$383,704
Meals and accommodation	-	-	-	$70,922	-	-	$70,922
Repairs and maintenance	$4,664	$4,664	-	$238,289	-	$1,362	$239,651
Supplies	$77,921	$77,921	-	$263,338	-	$23,295	$286,633
Transportation	$24,258	$24,258	-	$509,315	$111	$7,281	$516,707
Wages	-	-	-	$268,753	-	-	$268,753
TOTAL EXPENDITURES	$244,457	$244,457	$310,470	$8,112,659	$4,742	$130,796	$8,558,667

Summary	Summary
Oko Project	$8,558,667
Purini Project	$244,457
Depreciation	$88,027
Total	$8,891,151

Property Option Agreements in Guyana

The Company completed its acquisition of Bartica Investments (“Bartica”) in fiscal 2020 which, through its wholly owned subsidiary, Ontario Inc., has given the Company access to certain highly prospective mining exploration properties in Guyana. Bartica, through Ontario Inc., owns the Peters and Aremu properties and maintains option agreements on various exploration properties as detailed in this MD&A.

Ontario Inc. entered into an option agreement whereby it can acquire a 100% working interest in the eight mining permits comprising the Oko property. Commencing in November 2019 and up to the date of this MD&A, 181 diamond drill holes have been completed by the Company on the Oko property.

Additionally, Ontario Inc. entered into an option agreement to acquire 100% interests in four claims (the “Ghanie claims”), totaling 3,280 acres, which are contiguous to the southeastern extent of the Oko property. The Company may earn a 100% interest in the Ghanie claims by making payments totaling US$315,000 over a 4-year period ending November 22, 2023, with the owner retaining a 2% Net Smelter Return (“NSR”). The Company has the option to acquire the NSR for US$2 million. To the date of this MD&A, 74 diamond drill holes have been completed on the Ghanie claims.

Ontario Inc. also entered into an option agreement (the “Jubilee Option Agreement”) in December 2019 to acquire a 100% interest in the historic Jubilee Creek Goldfield acreage, Puruni District, Guyana. The property was comprised of contiguous claims totaling 7,900 acres and located approximately 4.5 miles south-east of the Company’s Peters Mine Property (8,800 acres). The

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Company had the option of earning a 100% interest in the property by making payments totaling US$475,000 over a 4-year period ending December 22, 2023, with the vendor retaining a 2% NSR. However, the Company did not complete the third anniversary payment, which terminated the Jubilee Option Agreement. Accordingly, the Company will not be completing any further exploration on such property.

G2 also indirectly entered into an option agreement on November 19, 2021, in respect of the 7,154 acre “Amsterdam properties”. The properties are northeast of the OKO main blocks and cover the NE extension of a poly-deformed greenstone belt that contains the high-grade OKO Main Zone discovery. The properties have never been subject to modern, systematic exploration techniques and are interpreted to have identical property-scale tectonic fabrics as recognized in the Oko-Aremu district. The G2 geological team believes it may form part of the source area for the prolific alluvial field of the Oko-Aremu district, which has one of the largest artisanal surface mining footprints in the highly prospective Guiana Shield. G2 continues to advance a full sequence exploration program for this area, which commenced in June 2022, in order to generate drill targets. Although no further exploration was conducted during the year ended May 31, 2023, to date a systematic stream sediment sampling program has been completed over the properties, and follow up mapping, soil sampling and ground geophysics will be planned over the anomalous drainages.

In respect to the option agreement on the Amsterdam properties, the equivalent of US$100,000 was paid upon signing and a 100% interest in such properties may be acquired by making additional payments totaling US$1,075,000 on or before November 19, 2025 (US$150,000 paid) and having a reputable third party determine that the properties have a mineral resource of more than 150,000 ounces of gold in a technical report prepared in accordance with NI 43-101 standards. The owner retains a 2.5% NSR, which can be acquired for US$3 million. The option agreement terminates if the option is not exercised before November 19, 2028.

On April 19, 2023, G2 Minerals (Guyana) Inc., a wholly owned subsidiary of G2, entered into an option agreement in respect of four medium scale mining permits granted by the Guyana Geology and Mines Commission. The equivalent of US$75,000 was paid upon signing of the option agreement and a 100% interest in such permits may be acquired by making additional payments totaling US$425,000 (US$100,000 on the first anniversary, US$100,000 on the second anniversary, US$100,000 on the third anniversary and US$125,000 on the fourth anniversary). The permit holder retains a 2% NSR, which can be acquired for US$3 million. The option agreement can be terminated by the permit holder if the option payments are not made, subject to a 30 day cure period, and it can be terminated by the optionee on 30 days’ prior written notice.

Exploration Update of Mining Interests in Guyana

The Oko-Aremu district and Jubilee-Peters district properties contain two of the four past-producing historical mines in Guyana. The properties total approximately 37,068 acres and are in the CuyuniMazarumi Region (Region 7) of north-central Guyana in the Guiana Shield.

The properties are located at the southern end of the Cuyuni Basin and host high grade Orogenic Gold mineralization within the Cuyuni Basin Sediments and the underlying Barama volcanics. The Guyana project’s locations are identified on the map available on the Company website https:www.g2goldfields.com.

The Oko-Aremu district covers a strike length of approximately 17 km. Six discrete, multi-kilometer long zones of gold mineralization have been delineated by soil sampling and mapping of historical and current mining operations. As of the date of this MD&A, the Company has drilled 182 holes within the Oko Main Zone, 81 holes in Ghanie, 21 holes at Aremu, 15 holes at Oko NW, 19 holes at Oko North, 4 holes at OMZ West, 6 holes at OMZ East and 2 holes at Tracy.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

In the initial 263 holes completed at the Oko Zone, gold mineralization has been intersected over 2.3 km of strike. The Oko Zone is divided into the “Oko Main Zone” (OMZ) in the north and Ghanie to the south. To date, the Oko Main Zone is comprised of 6 bedding parallel shears (Shears 1 to 6) localised at lithological contacts within a sequence of metamorphosed Carbonaceous Sediments and Volcanics. High grade veins (up to 116 g/t Au over 2.4m) are hosted in shears 2 to 6, located in Carbonaceous Sediments adjacent to their contact with andesitic volcanics. The high-grade mineralisation is continuous along 900m of strike and has been drilled to a depth of 450 meters. Mineralisation is open to the North, South and at depth. A lower grade (1-2 g/t Au), broader zone (5-20 m) of mineralization is hosted in Shear 1 that runs north to south along the full 2.3 km length of the Oko Zone. A 3D geological and mineralization model for the Main Oko Zone has been developed to assist with targeting the extensions of structurally controlled, high grade mineralization. A ground magnetics and ground VLF survey has been completed over the OMZ and Ghanie zones.

During the year ended May 31, 2023, a drill program of 24 holes was completed in the Ghanie zone (see press releases dated November 30, 2022, February 7, 2023, and April 12, 2023). The drilling targeted mineralisation hosted within high iron content (up to 35% magnetite) metamorphic rocks, adjacent to the Ghanie Diorite, located along the southern 1.4km extent of Shear 3. At the date of this MD&A, 74 holes have been completed at Ghanie. Highlights from the drilling include:

Hole ID	From	To	Int (m)	Au g/t
GDD‐04	42	71	29	2.7
GDD‐10	90	116	26	5.1
GDD‐17	31	63.1	32.1	2.2
GDD‐18	41	66	25	2.2
GDD‐19	52.5	81.1	28.6	2
GDD‐20	62	92.4	30.4	1.8
GDD‐21	25.5	70	44.5	2.3
GDD‐22	120.5	129	8.5	3.2
GDD‐26	84.5	111	26.5	4.1
GDD‐29	183	211	28	1.3
GDD‐30	108.5	125	16.5	7.3
GDD‐31	186.06	199	12.9	2.2
GDD‐32	167.91	187	19.1	2.8
GDD‐33	148	153.39	5.4	4.3
GDD‐42	43	53	10	2.1
GDD‐55	242	269	27	6.5
OKD‐37	71	81.35	10.4	2.8

Bulk Leach Extractable Gold (BLEG) tests were conducted on seven samples from the Oko Main Zone. The BLEG averaged 98.4% and varied between 93.9% and 99.5%. These results demonstrate that there is no refractory gold component in the OKO drill core samples and high gold recoveries (>95%) would be expected using conventional agitation leach technology, such as carbon-in-pulp (CIP) (see press release dated January 10, 2022).

Drilling at the Aremu Mine Area in the northwest of the district commenced on September 21, 2020. Eighteen drill holes were completed for a total of 2,435.5 meters. Drill Hole ARD-03 drilled beneath the historic Aremu open pit and intersected 10.7 g/t Au over 3.4 m within a broader zone of 3.6g g/t

Page 10

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Au over 13.5 m. The high-grade gold mineralisation is hosted in quartz veins, within a shear zone in Carbonaceous Shales in a northeast plunging F3 fold closure. The Aremu Mine Area is a 4 km long zone consisting of 20 auriferous veins (Micon 43-101; November 2018). The Aremu Mine was in production between 1906 and 1911 and produced 6,488 ounces of gold from 14,632 tons of ore at an average head grade of approximately 0.44 oz/Au. A vertical shaft was sunk to 170 ft. below surface and 1200 ft. of horizontal drifting was developed at the -82 ft and – 160 ft levels. The actual mine consisted of numerous veins and workings including the Aremu Quartz Reef, Powerhouse, Scotland and the Donicker veins; all located along a 16,000 ft east-west trend.

During 2021, mapping conducted 3.1km to the west of the old Aremu mine encountered artisanal workings on the Shepherd Vein. Fifteen grab samples were collected over 120m of exposed strike length of the vein. Eight samples returned assays above 2.5 g/t Au, with peak values of 167.7 g/t Au, 133.1 g/t Au, 47.5 g/t Au and 25.0 g/t Au.

Sampling of artisanal workings on the Herod Vein, located 1 km to the east of Shepherd Vein, returned values of 19.8 g/t Au, 8.7 g/t Au, 8.2 g/t Au and 7.9 g/t Au from 23 samples taken over a strike length of 140m. Sampling of limited outcrop between the Shepherd and Herod veins returned values of up to 7.7 g/t Au.

Gold mineralization at the Shepherd and Herod Veins is hosted in quartz veins located near the strained margins of Carbonaceous shales and the adjacent competent siltstones. A setting very similar to the Oko Main Zone (OMZ).

In May 2022, three drill holes, for a total of 308 meters were drilled into the Shepherd Vein. Two of the 3 holes intersected high grade gold mineralization in quartz veins. SVD2 returned 16.5m @ 2.1 g/t Au from 60m downhole including 2.1m @ 8.4 g/t Au from 63.9m and 1.1m @ 9.6 g/t Au from 70.5m. SVD3 encountered 0.5m @ 16.5 g/t Au from 51m downhole.

A ground geophysics program over the 3.5 km long corridor of mineralization that extends from Shepherd Vein to the Aremu mine will be the next phase of exploration for Aremu, with the aim of defining zones of thickening within the carbonaceous sediments which are the preferred host rock for the high-grade gold mineralization that has been encountered to date.

The Tracy Zone, which is defined by a 2.5 km long gold in soil anomaly and is located 3 km SE of the Aremu Mine Area had two initial holes drilled for a total of 254 meters in Q2 2020. The holes were drilled beneath trench TT2 where sampling had returned 16m @ 4.8 g/t Au which included a high-grade section of 2m @ 32.4 g/t Au. Drilling intercepted low grade gold mineralisation hosted within shallow east dipping, greenschist facies grade metamophosed sandstones and siltstones.

The NW Oko trend is a 3 km long zone of artisanal workings and anomalous gold in soils, that intersects the Oko Main Zone at its northern extent. Trenching had intersected a broad zone of lowgrade gold mineralization with a weighted average of 1.1 g/t Au over 95 m including a 2-metre section which assayed 31.7 g/t Au.

In 2020, four drill holes were completed on the eastern end of the NW Oko trend for a total of 504 meters. Drill hole OKNWD-1 was drilled beneath the aforementioned trench and intersected 4 narrow zones of mineralization, the most significant being 0.8m @ 10.9 g/t gold from 45 meters downhole. Drill hole OKNWD 4, was located approximately 500m NW of the Main Oko Zone and intersected 3 narrow 1.5-meter-wide zones with grades between 0.5 g/t to 2.5 g/t Au before intersecting a quartz breccia over 2.7 meters from 118.5 meters that assayed 7.7 g/t gold. The hole was lost due to broken ground conditions associated with the breccia.

During 2021, a mapping and sampling program was conducted over the NW Oko area. Of 214 samples collected over a +1km strike length, 31% returned assays in excess of 1 g/t Au, with peak values of 16.2 g/t Au, 14.2 g/t Au and 12.6 g/t Au.

Page 11

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

The mineralization is hosted in discrete quartz veins up to 5m thick in folded carbonaceous shales, and sheeted quartz veins within adjacent silicified sandstones and siltstones.

A total of 11 diamond drill holes, for 1,437 meters, were drilled within an area covering 500m of strike length by 300m across the strike of the outcropping mineralized shear zones.

The drill program was designed to test the saprolite horizon for broad zones of relatively lower grade gold mineralization that could compliment the high grade (>8 g/t Au) mineralization found at OMZ.

Of note is that the depth of saprolite is consistently 70 to 90 meters thick.

Nine of the 11 holes intersected significant gold mineralization within 2 principal NW striking shears, 2 subordinate NW striking shears and at least 2 corridors of E-W striking axial planar vein corridors.

Highlights of the drilling include.

• NWOD-1 : 10m @ 3.7 g/t Au from 37.74m

• o NWOD-2 : 30m @ 0.7 g/t Au from 73.5m o NWOD-3 : 13m @ 0.6 g/t Au from 13m o NWOD-4 : 18m @ 0.7 g/t Au from 33m o NWOD-9 : 13m @ 0.8 g/t Au from 11m & 22.5m @ 0.9 g/t Au from 30m o NWOD-10 : 10.5M @ 1.8 g/t Au from 7.5m

Status of, and Proposed Work Program for, Oko NW

Mineralization has been encountered up to 500m to the SE of the southern-most drill hole to date. A +2m wide quartz vein outcrops within siltstones that belong to the prospective stratigraphic package, which returned grab samples above 1g/t Au.

Northwest of the most northern drill hole to date the mineralization trends off under sand cover.

Additionally, there is the potential (like at Oko Main) to discover parallel corridors of mineralization laterally to the East and West of the areas which were drill tested. Some of these areas have coincident +100ppb Au in soil anomalies and/or extensive alluvial workings.

Currently

• Geophysics – ground magnetics and VLF surveys designed to map out the setting of the prospective carbonaceous mudstone host rocks, particularly in the areas of alluvial sand cover have been completed. Interpretation of the results and integration of the learnings into the geological and mineralization models is continuing.

• A soil sampling program comprised of 2723 samples has been completed. The results define a northwest-southeasterly trending zone of + 50 ppb Au over 2km by 0.25 km.

• A follow up drilling campaign of shallow holes to test the best targets is being developed.

As a result of the Company not completing the third anniversary payment, the Jubilee Option Agreement was terminated, and the Company will not be completing any further exploration on such property.

Page 12

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Status Update on Objectives and Milestones

The objectives and milestones of the Company, and a status update for each, are set out below:

1. Define the mineral system at the Oko Gold Project and delineate an updated mineral resource within the system to include the Ghanie zone and potential expansion of the known mineral resource estimate at the Oko Main Zone (OMZ).

2. During the year ended May 31, 2023, no holes were drilled in the OMZ. The Company recommenced its expansion drilling in the OMZ to the north, south, west and down dip post May 31, 2023 and such drilling continues as of the date of this MD&A.

3. Expenditure to date to expand the OMZ mineral resource estimate is $4.0 million (previous MD&A – $2.0 million) and another $1.5 million (previous MD&A – $2.3 million) is planned (for a total of $5.5 million).

4. An expansion drilling program at the Ghanie zone (and generation of additional targets through soil sampling, trenching and ground geophysics) is currently underway at an estimated cost of $5.0 million (using funds from the Bought Deal) (previous MD&A – $5.0 million), and expenditure to date is $2.5 million.

5. Complete initial reconnaissance drilling on the targets directly adjacent to the Oko Main Zone.

6. Ghanie: During the year ended May 31, 2023, 24 holes were completed for a total of 3,068 meters. Expenditure to date is $620,000 (previous MD&A – incorrectly stated $850,000, when actual expenditure was $350,000), which exceeded the proposed budget (previous MD&A – $500,000); however, this was the focus of the follow-up drill program (previous MD&A - $190,000).

7. Oko North: During the year ended May 31, 2023, soil sampling and ground geophysics programs were completed. Expenditure was $100,000 (previous MD&A – proposed budget was $150,000).

8. Bird Cage: During the year ended May 31, 2023, a program of test pitting was carried out. Expenditure to date is $80,000 (previous MD&A – $60,000) and another $120,000 (previous MD&A – $150,000) is planned (for a total of $200,000).

9. Oko NW: No work was completed during the year ended May 31, 2023. Work program including geophysics, soil sampling and trenching has commenced with a planned expenditure of $150,000 (previous MD&A - $150,000).

10. Oko West: The initial program of 4 drill holes was completed in 2022. The expenditure was $150,000.

11. Complete ground geophysics (magnetics and VLF) over the entire Aremu to Oko trend. The geophysics combined with the already completed soil sampling will define target areas for detailed follow up mapping and trenching programs.

12. Ground geophysics has been completed over the OMZ, Ghanie, Oko North and Bird Cage targets and is continuing to the northwest, with approximately 40% (previous MD&A – 30%) of the concession areas having been covered. Expenditure to date is $80,000 (previous MD&A – $50,000) and another $100,000 is planned (for a total of $180,000 (previous MD&A – $280,000)).

As disclosed in the previous MD&A, the Company has deferred the drill program at the Peters property in order to focus on the targets directly adjacent to the Oko Main Zone and, as a result of the Company not completing the third anniversary payment, the Jubilee Option Agreement was terminated and the Company will not be completing any further exploration on such property.

Page 13

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

The following table provides an overview of the Company’s anticipated cash requirements for the 12-month period ending May 31, 2024, including the Company’s general and administrative costs and key milestones (assuming no additional financing(s) are completed by the Company).

Business Objective	Use of Available Funds	Estimated Cost	Anticipated Timing
	General and administrative costs	$2,740,000	June 2023 – May2024
Define the mineral system at the Oko project and delineate an updated mineral resource within the system to include the Ghanie zone and potential expansion of the known mineral resource estimate at the Oko Main Zone (OMZ).	OMZ:Drill program to expand the known high grade gold mineralization along strike and down plunge to a maximum depth of 500 meters, on the six currently discovered shear zones	$1,500,000	June 2023 – December 2023
	Ghanie:Initial drill program Follow-up drilling program	$620,000	June 2023 – August 2023
		$1,880,000	September 2023 – December 2023
	Prepare report for updated mineral resource estimate	$80,000	June 2023 – January 2024
	Complete metallurgical test program	$50,000	June 2023 – November 2023
Complete ground geophysics over entire Aremu to Oko trend.	Continue geophysics program to define target areas for follow up mapping and trenching programs	$130,000	June 2023 – January 2024
Reconnaissance and initial drilling on OMZ- adjacent targets	Bird Cage:Test pitting	$120,000	March 2023
	Oko NW:Work program including geophysics, soil sampling and trenching, with follow-up drilling campaign of shallow holes to test the best targets identified in the work program	$150,000	June 2023 – December 2023
Other	Agreements and Payments	$440,000	June 2023 – May2024
	Licenses and permits	$95,000	June 2023 – May 2024
	Field costs, logistics, temporary personnel, maintenance of roads, site G&A, etc.	$1,195,000	June 2023 – January 2024
	Total	$9,000,000

Disclosure of Internal Controls

Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence to ensure that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material

Page 14

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements; and (ii) the consolidated financial statements fairly present in all material respects the financial condition, financial performance and cash flows of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Filings (“NI 52-109”), the Venture Issuer Basic Certificate filed by the Company does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:

• i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, filings or other reports filed or submitted under securities legislation is recorded, processed, summarized, and reported within the time periods specified in securities legislation; and

• ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer’s generally accepted accounting principles (IFRS).

The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in such certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency, and timeliness of and annual filings and other reports provided under securities legislation.

Selected Annual Financial Information

The following is selected financial data derived from the audited annual consolidated financial statements of the Company at May 31, 2023, May 31, 2022 and May 31, 2021 and for the years then ended:

Income(Loss)	Year Ended May 31, 2023 $	Year Ended May 31, 2022 $	Year Ended May 31, 2021 $
Total revenues(1)	315,582	346,114	436,327
Total loss	(4,426,451) (2)	(2,203,677) (3)	(12,915,460) (4)
Net lossper share – basic	(0.03)	(0.02)	(0.11)
Net lossper share – diluted	(0.03)	(0.02)	(0.11)
Assets / Liabilities	As at May 31, 2023 $	As at May 31, 2022 $	As at May 31, 2021 $
Total assets	43,420,403	17,896,612	13,922,290
Total non-current financial liabilities	nil	nil	nil
Distribution or cash dividends	nil	nil	nil

Page 15

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

• (1) With the acquisition of the Guyana Properties, the Company became a party to agreements with small scale miners on its Peters and Aremu Properties. Operators pay the Company royalties based on their revenue from operations with the Company being entitled to an NSR. Revenue received by the Guyana Gold Board is recognized net of the NSR, once the Company has deposited the royalty with the Guyana Gold Board and there is a reasonable expectation of collection.

• (2) The net loss for the year ended May 31, 2023, consisted primarily of (i) share-based compensation of $2,042,523; (ii) wages and employee benefits of $675,698; (iii) office and administrative of $504,481; (iv) investor and community relations $442,796; and (v) professional fees of $350,786. These fees were offset by (i) royalties of $315,582; and (ii) interest income of $124,207.

• (3) The net loss for the year ended May 31, 2022, consisted primarily of (i) share-based compensation of $812,677; (ii) wages and employee benefits of $586,530; (iii) office and administrative of $340,889; (iv) investor and community relations $239,133; and (v) professional fees of $170,024. These fees were offset by royalties of $346,114.

• (4) The net loss for the year ended May 31, 2021, consisted primarily of (i) share-based compensation of $1,597,695; (ii) wages and employee benefits of $486,537; (iii) office and administrative of $348,110; (iv) investor and community relations $156,043; and (v) professional fees of $234,048. In addition, on April 9, 2021, the Spin-Out Arrangement was completed, and the Sandy Lake Gold Properties were transferred to S2 Minerals Inc. (“S2”) in exchange for 12,655,667 common shares of S2, and immediately distributed to the shareholders of the Company on a pro-rata basis, with one share of S2 received for every ten shares of G2 held. In connection with the Spin-Out Arrangement, the carrying value of Sandy Lake Gold properties totaling $11,001,698 were derecognized, and the S2 shares were treated as a distribution of capital to the shareholders of the Company. In accordance with IFRIC 17, the distribution was valued at $1,265,567 based on the fair value of the common shares of S2 and the Company recorded a loss on spin-out of mining interests totaling $9,736,131 in the consolidated statement of loss and comprehensive loss for the year ended May 31, 2021. These fees were offset by royalties of $436,327.

Discussion of Operations

Year ended May 31, 2023, compared with year ended May 31, 2022

The Company’s net loss totaled $4,426,451 for the year ended May 31, 2023, with basic and diluted loss per share of $0.03. This compares with a net loss of $2,203,677 with basic and diluted loss per share of $0.02 for the year ended May 31, 2022. The increase in net loss of $2,222,774 was principally because:

Revenue

• Revenue varies from quarter-to-quarter and year-to-year due primarily to regulatory requirements and the ability of the operators to extract gold.

Operating Expenses

• Salaries increased by $89,168 during the year ended May 31, 2023, as the Company employed more employees compared to the year ended May 31, 2022.

• Share-based compensation increased by $1,229,846 for the year ended May 31, 2023. Share-based compensation expense will vary from period to period depending upon the

Page 16

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

number of options and RSUs granted and vested during a period and the fair value of the options calculated as at the grant date.

• Office and administrative expenses increased by $163,592 for the year ended May 31, 2023, primarily due to higher corporate activity.

• Office rent and utilities decreased by $15,312 during the year ended May 31, 2023, due to lower operating costs and the recovery of certain expenditures.

• Professional fees increased for the year ended May 31, 2023, by $180,762 due to an increase in legal and accounting costs in the current period.

• Investor and community relation fees increased by $203,663 for the year ended May 31, 2023. This reflects increased investor engagement costs.

• Transfer agent and filing fees increased by $130,282 for the year ended May 31, 2023. This reflects increased corporate activity.

• During the year ended May 31, 2023, the Company did not complete the third anniversary payment, which terminated the Jubilee Option Agreement. The Company recorded $242,922 of impairment loss included in the condensed interim consolidated statements of comprehensive loss.

Three Months Ended May 31, 2023, compared with three months ended May 31, 2022

The Company’s net loss totaled $1,029,658 for the three months ended May 31, 2023, with basic and diluted loss per share of $0.01. This compares with a net loss of $578,300 with basic and diluted loss per share of $0.01 for the three months ended May 31, 2022. The increase in net loss of $451,358 was principally because:

Operating Expenses

• Salaries increased by $23,737 during the three months ended May 31, 2023, as the Company employed more employees compared to the three months ended May 31, 2022.

• Share-based compensation increased by $508,484 for the three months ended May 31, 2023. Share-based compensation expense will vary from period to period depending upon the number of options and RSUs granted and vested during a period and the fair value of the options calculated as at the grant date.

• Professional fees decreased for the three months ended May 31, 2023, by $13,680 due to a decrease in legal and accounting costs in the current period.

• Investor and community relation fees decreased by $45,299 for the three months ended May 31, 2023. This reflects decreased investor engagement costs.

• Transfer agent and filing fees increased by $26,354 for the three months ended May 31, 2023. This reflects increased corporate activity.

Page 17

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Cash Flow Items

Operating Activities

During the year ended May 31, 2023, cash expended in operations amounted to $1,054,741 as compared to $1,360,756 in the previous period. These expenditures relate largely to the ongoing operating costs of the Company and its overheads and a pay down of accounts payable.

Investing Activities

Investing activities were focused on mineral properties in Guyana. Monies spent for the year ended May 31, 2023, were $8,803,124 related to the Company’s Oko, Aremu and Puruni exploration programs. See “Mineral Exploration Properties” above. The Company also redeemed short-term investments of $20,051, purchased fixed assets of $986,918 and made a long-term deposit of $472,982.

Financing Activities

During the year ended May 31, 2023, the Company raised $26,117,572 from the exercise of outstanding stock options in the amount of $235,499, the exercise of outstanding warrants in the amount of $668,493, the Offering that raised an amount of $13,370,020, and the Bought Deal that raised an amount of $13,800,000. The Company also paid share issuance costs of $1,956,440.

The net proceeds from the Offering are being used to advance exploration activities at the Company’s 19,200-acre Oko project, Guyana and for general corporate purposes.

Summary of Quarterly Information

Three Months Ended	Total Revenue $	Profit or Loss	Profit or Loss
		Total $	Basic and Diluted Loss Per Share $ (1)
May31, 2023	79,009	(1,029,658)	(0.01)
February28, 2023	66,388	(1,324,674)	(0.01)
November 30, 2022	88,086	(1,437,318)	(0.01)
August 31, 2022	82,099	(634,801)	(0.00)
May31, 2022	85,598	(578,350)	(0.004)
February28, 2022	95,319	(444,993)	(0.003)
November 30, 2021	68,419	(694,332)	(0.005)
August 31, 2021	96,778	(486,002)	(0.004)

(1) Per share amounts are rounded to the nearest cent, therefore aggregating quarterly amounts may not reconcile to year-to-date per share amounts.

Page 18

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Liquidity and Capital Resources

The Company derives no income from operations other than operators paying the Company royalties based on their revenue from operations with the Company being entitled to a NSR, which is not significant enough to put the Company is a positive cash flow position. Accordingly, the activities of the Company have been financed by cash raised through private placements of securities and the exercise of warrants and stock options. As the Company does not expect to generate significant cash flows from operations soon, it will continue to rely primarily upon the sale of securities to raise capital. As a result, the availability of financing, as and when needed, to fund the Company’s activities cannot be assured. See “Risk Factors” below.

The Company also has amounts due to related parties outstanding of $71,190 on May 31, 2023 (May 31, 2022 – $136,415). These are non-interest bearing and are due and payable on demand. The total amount of these loans is owed to officers of the Company and arose on the provision of unpaid services to the Company. In addition, included in prepaids is an advance of $47,804 to an officer and director for business expenses to be incurred on behalf of the Company.

During fiscal 2023, the Company’s administrative costs are expected to average less than $600,000 per quarter (representing approximately $200,000 per month) and the Company’s costs in respect of the Guyana head office are approximately $85,000 per quarter (representing approximately $28,000 per month). Administrative costs include professional fees, reporting issuer costs, business development costs, salaries, consulting fees and general and administrative costs. Head office costs exclude project generation and evaluation costs. The cost of acquisition and work commitments on new acquisitions cannot be accurately estimated. The Company believes it has adequate working capital for the twelve months ending May 31, 2023, to fund its corporate administrative and Guyana head office costs, because of the Offering and the Bought Deal.

In addition, the Company’s estimated exploration budget is approximately $9 million (of which approximately $2.2 million is for general and administrative expenses), which will be spent or deferred as required.

It is anticipated that further financings will be required to continue corporate and exploration activities. There can be no assurance that additional financing from related parties or others will be available on terms acceptable to the Company, or at all. For these reasons, management considers it to be in the best interests of the Company and its shareholders to afford management a reasonable degree of flexibility as to how the funds are employed, or for other purposes, as needs arise.

On December 15, 2022, G2 filed the Shelf Prospectus with the securities regulatory authorities in each of the provinces and territories of Canada, other than Québec, which will allow the Company to make offerings of up to $50 million of any combination of Shares, warrants, subscription receipts, units and debt securities. The specific terms of any offering of securities under the Shelf Prospectus, including the use of proceeds from any offering, will be set forth in a shelf prospectus supplement. The Shelf Prospectus will be effective for a 25-month period, expiring in January 2025.

On March 24, 2023, G2 announced that it has closed the Bought Deal for aggregate gross proceeds of $13,800,000. Pursuant to the Bought Deal, the Company issued 17,250,000 Shares at a price of $0.80 per Share, which included the full exercise of the over-allotment option by the Underwriters.

See “Risk Factors” and “Caution Note Regarding Forward-Looking Statements” below.

Additional measures have been undertaken or are under consideration to further reduce corporate overheads.

Page 19

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Transactions with Related Parties

The Company has identified its directors and certain senior officers as its key management personnel. The compensation cost for key management personnel is as follows:

Cash Remuneration

	Year Ended May 31, 2023 $	Year Ended May 31, 2022 $
Daniel Noone,Chief Executive Officer(“CEO”)and Director(*)	167,500	150,000
Patrick Sheridan,Executive Chairman	215,000	60,000
Torben Michalsen,Chief OperatingOfficer	97,500	nil
Shaun Drake,Corporate Secretary (**)	24,000	24,000
Bruce Rosenberg,Director	24,000	2,500
Carmelo Marrelli,CFO(***)	51,709	33,160
	579,709	269,660

Notes:

(*) Paid through Waterloo Mining Inc., a company Mr. Noone beneficially controls.

(**) Paid through Dixcart Trust Corporation (“Dixcart”). Mr. Drake is a Corporate Secretarial Officer with Dixcart.

(***) Paid through Marrelli Support Services, a company Mr. Marrelli beneficially controls.

Share-based compensation

	Year Ended May 31, 2023 $	Year Ended May 31, 2022 $
Stephen Stow,Director	95,439	46,986
Shaun Drake,Corporate Secretary	58,696	nil
Torben Michalsen,Chief OperatingOfficer	246,502	nil
Daniel Noone,CEO and Director	250,811	103,513
Bruce Rosenberg,Director	67,965	12,836
Paul Murphy,former CFO	nil	7,142
Kieran Prashad,former Director	nil	7,011
Patrick Sheridan,Executive Chairman	246,502	84,259
Carmelo Marrelli,CFO	74,236	40,791
Other individuals	nil	542
	1,040,151	303,080

As of May 31, 2023, accounts payable and accrued liabilities and amounts due to related parties include $71,190 (May 31, 2022 - $136,415) owing to officers, directors and companies controlled by officers and directors. In addition, included in prepaids is an advance of $47,804 to an officer and director for business expenses to be incurred on behalf of the Company.

As of May 31, 2023, G2 is owed $nil (May 31, 2022 - $142,527) from S2, a company with common directors and management with G2, which is unsecured, non-interest bearing, and due on demand. The amount is included in current assets.

Page 20

G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Major shareholder

To the knowledge of the directors and senior officers of the Company, as of May 31, 2023, no person or corporation beneficially owns or exercises control or direction over Shares carrying more than 10% of the voting rights attached to all Shares other than Patrick Sheridan, who owns 40,594,074 Shares (May 31, 2022 – 38,144,074) or 22.13% (May 31, 2022 – 26.94%) of the outstanding Shares as of such date.

Outlook

The resource sector is currently experiencing a broad-based downturn because of the significant risk of a global recession brought about by record inflation and rapidly rising interest rates. In this environment, investment in the junior resource sector is greatly impaired. The value of gold and other metals is also volatile and could decline further. The Company is mindful of the current market environment and is managing accordingly. See “Risk Factors”.

Share Capital

As at the date of this MD&A, the Company had 183,445,114 issued and outstanding Shares. Warrants outstanding for the Company as at the date of this MD&A are outlined in the table below. Stock options outstanding for the Company as of the date of this MD&A were 9,775,000. RSUs outstanding for the Company as of the date of this MD&A were 923,334.

Warrants outstanding for the Company as at the date of this MD&A were as follows:

Warrants	Expiry Date	Exercise Price($)
2,250,000	January6,2024	1.20
4,550,000	January28,2024	1.20
6,800,000

Financial Risk Factors

The Company manages its exposure to a number of different financial risks arising from operations as well as from the use of financial instruments, including market risks (foreign currency exchange rate and interest rate), credit risk and liquidity risk, through its risk management strategy. The objective of the strategy is to support the delivery of the Company's financial targets while protecting its future financial security and flexibility. Financial risks are primarily managed and monitored through operating and financing activities. The Company does not use derivative financial instruments. The financial risks are evaluated regularly with due consideration to changes in key economic indicators and to up-to-date market information. The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

(a) Credit Risk

Credit risk is the financial risk of non-performance of a contracted counter party. The Company's credit risk is primarily attributable to cash and short-term investments. The Company reduces its credit risk by maintaining its cash with reputable financial institutions.

(b) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities as they come due. The Company’s investment policy is to invest its excess cash in high grade investment securities with varying terms to maturity, selected with regard to the

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

expected timing of expenditures for continuing operations. The Company monitors its liquidity position and budgets future expenditures, in order to ensure that it will have sufficient capital to satisfy liabilities as they come due.

As at May 31, 2023, the Company had current liabilities of $2,021,867 (May 31, 2022 - $967,549) and has cash of $15,770,755 (May 31, 2022 - $1,252,612) to meet its current obligations. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.

(c) Price Risk

Price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate or currency risk). The short-term investment held by the Company are subject to normal fluctuations and the risks inherent in investment in financial markets. The maximum risk resulting from financial instruments held by the Company are equivalent to the fair value of the financial instruments. Management moderates this risk by employing experienced management who oversee the investment activities of the Company and monitor the investments on a regular basis.

As at May 31, 2023, the impact of a plus or minus 10% change in the quoted market price of shortterm investments held, with all other variables held constant, would affect reported loss and comprehensive loss by approximately $nil (May 31, 2022 - $1,900).

(d) Market Risk

Foreign Currency Risk

Sensitivity to a plus or minus 5% change in foreign exchange rates would affect the Company’s income statement by $129,294 (2022 – $29,379) with all other variables held constant.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company has no significant risk to future cash flows from interest rate risk. The Company does not use derivative instruments to reduce its exposure to interest rate risk.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income, and expenses. The Company evaluates its estimates on an ongoing basis and bases them on various assumptions that are believed to be reasonable under the circumstances. The Company's estimates are used for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results are likely to differ from these estimates. Should the Company be unable to meet its ongoing obligations, the realizable value of its assets may decline materially from current estimates.

The accounting policy estimates, and judgments described below are considered by management to be essential to the understanding and reasoning used in the preparation of the Company's consolidated financial statements and the uncertainties that could have a bearing on its financial results.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

• Share-based compensation - management is required to make a number of estimates when determining the compensation expense resulting from share-based transactions, including the forfeiture rate and expected life of the instruments.

• Income taxes - measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only become final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the consolidated financial statements.

• Mining interests - the Company capitalizes the exploration and evaluation expenditures in the consolidated statement of financial position. Where an indicator of impairment exists, management will perform an impairment test and if the recoverable amount is less than the carrying value, record an impairment charge.

• Inter-company loans - the Company applies judgment when assessing whether loans to its subsidiaries are part of its net investment in foreign operations or long-term loans expected to be repaid in future periods.

Caution Regarding Forward-Looking Statements

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

Forward-looking statements	Assumptions	Risk factors
Potential of the Company’s properties to contain economic deposits of any mineral discovered.	Financing will be available for future exploration and development of the Company’s properties. The actual results of the Company’s exploration and development activities will be favorable. Operating, exploration and development costs will not exceed the Company’s expectations. The Company will be able to retain and attract skilled staff. All requisite regulatory and governmental approvals for exploration projects and other operations will be received on a timely basis upon terms acceptable to the Company, and applicable political and economic conditions are favorable to the Company.	Price volatility of any mineral discovered. Uncertainties involved in interpreting geological data and confirming title to, and interests in, properties. The possibility that future exploration results will not be consistent with the Company’s expectations. Availability of financing for and actual results of the Company’s exploration and development activities. Increases in costs. Environmental compliance and changes in environmental and other local legislation and regulation. Interest rate and exchange rate fluctuations. Changes in economic and political conditions. The Company’s ability to retain and attract skilled staff. The availability of permits.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

	The price of applicable minerals and applicable interest and exchange rates will be favorable to the Company. No title disputes exist with respect to the Company’sproperties.
 While the Company has only a minor source of revenue from royalties from small scale mining under license of the Company, at Peters mine and Aremu mine, it believes that it has sufficient cash resources to meet its requirements for near term.	The operating activities of the Company for the next twelve months and beyond, starting from June 1, 2023, and the costs associated in addition to that, will be consistent with the Company’s current expectations. Debt and equity markets, exchange and interest rates and other applicable economic conditions are favorable to the Company.	Changes in debt and equity markets. Timing and availability of external financing on acceptable terms. Changes in the currently planned operations. Increases in costs. Environmental compliance and changes in environmental and other local legislation and regulation. Interest rate and exchange rate fluctuations. Changes in economic conditions.
The Company believes the properties warrant ongoing exploration and will require additional funding to maintain the current or increased levels of exploration. Accordingly, the Company expects to incur further losses in the development of its business.	Exploration activities will continue to comply with all government regulations. Financing will be available as needed.	Increased government scrutiny and regulations. The Company’s ability to satisfy worker safety.  Availability of future financing.
The Company’s ability to carry out anticipated exploration and maintenance on its property interests in Guyana. The Company’s anticipated use of cash available to it in any period.	The exploration and maintenance activities of the Company’s operations and costs for the next twelve months, and beyond, starting from June 1, 2023, and the costs associated in addition to that, will be consistent with the Company’s current expectations. Debt and equity markets, exchange and interest rates and other applicable economic conditions are favorable to the Company.	Changes in debt and equity markets. Timing and availability of external financing on acceptable terms. Increases in costs; changes in the operations currently planned for fiscal 2024. Environmental compliance and changes in environmental and other local legislation and regulation. Interest rate and exchange rate fluctuations. Changes in economic conditions. Receipt of applicable permits.
Plans, costs, timing, and capital for future exploration and development of the Company’s property interests, including the costs and potential impact of complying with existing and proposed laws and regulations.	Financing will be available for the Company’s exploration and development activities, and the results thereof will be favorable. Actual operating and exploration costs will be consistent with the Company’s current expectations. The Company will be able to retain and attract skilled staff. All applicable regulatory and governmental approvals for exploration projects and other operations will be received on a timely basis upon terms acceptable to the Company. The Company will not be adversely affected by market competition; debt and equity markets, exchange and interest rates and other applicable economic andpolitical	Price volatility of any mineral discovered changes in debt and equity markets. Timing and availability of external financing on acceptable terms. The uncertainties involved in interpreting geological data and confirming title to acquired properties. The possibility that future exploration results will not be consistent with the Company’s expectations. Increases in costs; environmental compliance and changes in environmental and other local legislation and regulation. Interest rate and exchange rate fluctuations. Changes in economic and political conditions. The Company’s ability to retain and attract skilled staff. Availability of permits. Market competition.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

	conditions are favorable to the Company. The price of any applicable mineral will be favorable to the Company. No title disputes arise concerning the Company’sproperties.
Management’s outlook regarding future trends, including the future price of any mineral discovered and availability of future financing.	Financing will be available for the Company’s exploration and operating activities. The price of applicable minerals will be favorable to the Company.	Changes in debt and equity markets. Interest rate and exchange rate fluctuations. Changes in economic and political conditions. Availability of financing. Changes in debt and equity markets and the spot price of any mineral discovered, if available.

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company’s ability to predict or control. Please also refer to those risk factors referenced in the “Risk Factors” section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance, or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Risk Factors

The business of the Company is subject to a variety of risks and uncertainties. Investment in Shares should be considered highly speculative and involves a high degree of risk due to the nature of the Company’s business and the present stage of development, and the location of its properties. Readers should carefully consider the risks disclosed in this MD&A.

The risks and uncertainties described in this section are considered by management to be the most important in the context of the Company’s business. The risks and uncertainties below are not listed in order of importance, nor are they inclusive of all the risks and uncertainties the Company may be subject to, and therefore other risks may apply.

The Company has negative operating cash flow and failure to generate revenues in the future could cause it to go out of business.

The Company has limited royalty revenues from ongoing operations and has recorded significant accumulated losses. Based upon current plans, the Company expects to incur operating losses in future periods due to ongoing expenses associated with the holding, exploration, and development of the Company’s mineral property interests.

The Company’s continuing operations are dependent on its ability to secure equity and debt financing, with which it intends to identify, evaluate, and acquire interests in mineral properties. The

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

circumstances that could affect the Company’s ability to secure equity and debt financing that is reasonably likely to occur are, without limitation, as follows:

• the state of capital markets for junior companies in the mineral exploration industry and generally;

• the prevailing market prices for base and precious minerals;

• changes in laws, regulations, and political conditions.

The Company will likely continue to have limited financial resources and its ability to achieve and maintain profitability and positive cash flow will remain dependent upon the Company being able to:

• develop and/or locate a profitable mineral property;

• generate royalty revenues in excess of expenditures; and,

• minimize exploration and administrative costs in the event revenues and/or the availability of financing is insufficient, in order to preserve available cash.

As stated above, to maintain the Company’s business, in the absence of cash flow from operations, the Company will have to raise funding through financing activities. However, in the event it needs to do so, there is no certainty the Company will be able to raise funds at all or on terms acceptable to the Company. Furthermore, additional funds raised by the Company through the issuance of equity or convertible debt securities would cause the Company’s current shareholders to experience dilution. Such securities also may grant rights, preferences, or privileges senior to those of the Company’s common shareholders.

The Company does not have any contractual restrictions on its ability to incur debt and, accordingly, the Company could incur significant amounts of indebtedness to finance its operations. Any such indebtedness could contain restrictive covenants, which likely would restrict the Company’s operations.

Mineral exploration inherently involves a high degree of risk. All the mineral property interests of the Company are in the exploration stage and, consequently, may not result in any commercial discoveries.

Few properties which are explored are ultimately developed into producing mines.

The property interests owned by the Company are in the exploration stage only, are without known bodies of commercial mineralization and the Company has no ongoing mining production at any of them. The Company’s mineral exploration activities may not result in any discoveries of commercial bodies of mineralization. If the Company’s efforts do not result in any discovery of commercial mineralization, the Company will be compelled to look for other exploration projects or cease operations.

Additionally, the exploration and development activities of the Company may be disrupted by a variety of risks and hazards, which may be beyond the control of the Company.

These risks include, but are not limited to, social and political strife, litigation, labour stoppages, the inability to obtain adequate power, water, and labour, including consultants or other experts, as well as suitable machinery and equipment. In addition, the Company may be unable to acquire or obtain such necessities as water and surface rights, which may be critical for the continued advancement of exploration and development activities on its mineral property rights.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Government expropriation may result in the total loss of the Company’s mineral property interests.

Even if the Company’s mineral property interests are proven to host economic mineral resources, governmental expropriation may result in the total loss of the Company’s mineral property interests without any compensation to the Company. Similarly, expropriation or shutdown of financial institutions or other entities the Company does business with could impact operations.

Further, expropriation of other businesses, in mining or other industries, could impact the Company’s ability to operate and obtain financing, as well as its strategic options.

Finally, expropriation need not be outright, there are many forms of creeping expropriation, through taxation and other mechanisms, that if applied could negatively impact the company’s operations and prospects.

No History of Mineral Production

The Company has never had an interest in a mineral producing property. There can be no assurance that any property of the Company will ever be brought to a stage where its Mineral Resources can profitably be produced thereon. Factors which may limit the ability of the Company to find or develop additional Mineral Resources or Mineral Reserves and produce from its properties include, but are not limited to, the price of the relevant commodity, availability of additional capital and financing, and the nature of any mineral deposits.

Single Material Property

The Oko project is currently the Company’s only material property. Actual development costs may differ materially from the Company’s estimates and may render the development of one or more of the Company’s projects economically unfeasible. The Company is dependent upon the Oko project for future revenue and profits, if any. Should the development of the Oko project not prove to be possible or practicable for political, social, engineering, technical or economic reasons, then the Company’s business and financial position will be significantly and adversely affected from that reasonably expected by the Company, based on data available to it as of the date of this MD&A. If the Company discovers a potentially economic mineral resource or mineral reserve at any of the properties the Company has an interest in, there is no assurance that the Company will be able to monetize the asset which includes by sale of the asset developing a mine thereon, or otherwise commercially exploiting such mineral resource or mineral reserve, which could materially adversely affect the Company’s financial condition and prospects.

Increase in Economic Growth in Guyana

The Guyanese economy continues to grow very rapidly, supported by the government’s modernization plans, including expansion in the oil sector. According to the International Monetary Fund, following record real GDP growth in 2022 (of 62.3%, the highest in the world), real GDP is expected to continue to grow extremely fast in 2023 (38%). Guyana’s economic growth could be affected by the change in the price of crude on the global market. Emerging-market investment generally poses a greater degree of risk than investment in more mature market economies because of the increased risk of destabilization resulting from domestic and international developments.

There can be no assurance that any financial crises or geo-political crises will not negatively affect investor confidence in emerging markets and economies such as Guyana.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Protection of Mining Rights in Guyana

The Company’s mineral rights in Guyana are guaranteed by the Constitution and applicable laws. Mineral rights in Guyana are governed by the Mining Act of 1989 and applicable mining regulations. The applicable legislation includes several legal recourses for the exercise of rights to seek protection against third parties, which include, among others, illegal miners and squatters and include the forcible removal of such third parties from the areas of the Company’s mineral rights, either through the regulatory authority (GGMC) or the Guyanese courts. However, the effective protection of the Company’s mineral rights and the capability or willingness of Guyanese authorities to enforce the Company’s rights cannot be assured. Lack of governmental or judicial enforcement of the Company’s mineral rights may have an adverse impact on the Company’s business, financial condition, and results of operations.

Failure to Comply with Canadian and Guyanese Laws

The Company’s assets and activities are subject to both extensive Guyana mining and other laws, Canadian federal, state, provincial, territorial, and local laws and regulations governing various matters, including, where applicable, but not limited to:

• land access, use and ownership;

• water use;  environmental protection;  land use designations;  social consultation and public referendums;  corporate social responsibility;  management and use of toxic substances and explosives;  rights over and management of natural resources, including minerals and water;  prospection, exploration, development and construction of mines, production and reclamation;

• exports and imports;  taxation;  mining royalties;  imposition of capital restraints by the Government of Guyana, affecting the Company’s ability to operate and to realize the value it may have added to its assets, to the detriment of its shareholders;

• importation of equipment and goods necessary for the Company’s development of its concessions;

• transportation;  hiring practices and labour standards by companies and contractors, as well as occupational health and safety, including mine safety;

• reporting requirements related to investment, social and environmental impacts, health and safety issues, and other matters;

• processes for preventing, controlling, or halting artisanal or illegal mining activities; and,  historic and cultural preservation.

The costs associated with legal and regulatory compliance can be substantial. Existing and future changes to laws and regulations, or more stringent or modified application and enforcement of current laws and regulations by local or nations governmental or judicial authorities could generate additional expenses, capital expenditures, delays in the development of the Company’s properties, and even restrictions on or suspensions of Company operations. Existing or future relevant local laws and regulations may allow governmental authorities and/or private parties to bring complaints or lawsuits against the Company based upon alleged damage to property and/or injury to persons resulting from the environmental, health and safety impacts of the Company’s past and current operations, or possibly even actions or inaction by third parties, including those from whom the

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Company acquired its properties, and could lead to the imposition of substantial financial judgments, fines, penalties or other civil or criminal sanctions. In this industry in which the Company operates it is an ongoing challenge to comply strictly with all the norms which might apply or be applied to the Company. The Company seeks to retain competent and trained staff, professionals, attorneys, advisors, and consultants in the different jurisdictions in which it does business. Even so, there is no certainty that the Company and its contractors will continuously be compliant with all applicable laws and regulations.

While the Company seeks to fully comply with applicable laws, regulations and local practices, failure of the Company or government officials to comply fully with applicable laws, regulations, and local practices, including those relating to mineral rights applications and tenure, could result in loss, reduction, cancellation or expropriation of entitlements, or the imposition of local or foreign parties as joint venture partners with carried or other interests. Any such loss, reduction or imposition of partners could have a material adverse impact on the Company’s operations or business. Furthermore, unreasonableness, increasing complexity or novel judicial or regulatory interpretations of mining laws and regulations may render the Company incapable of strict compliance.

Dilution

Additional financing needed to continue funding exploration of the Oko Gold Property and its other properties may require the issuance of additional securities of the Company. The issuance of additional securities and the exercise of stock options and other convertible securities will result in dilution of the equity interests of any persons who are or may become holders of Shares.

Inflation

General inflationary pressures may affect the Company’s labour and other operating costs, which could have a material adverse effect on, among other things, the Company’s financial condition, results of operations and the capital expenditures required for exploration of the Company’s properties. Emerging markets, like Guyana, often experience fluctuating rates of inflation. There can be no assurance that any governmental action will be taken to control inflationary or deflationary cycles, that any governmental action taken will be effective or whether any governmental action may contribute to economic uncertainty. Governmental action to address inflation or deflation may also affect currency values. Accordingly, inflation and any governmental response thereto may have a material adverse effect on the Company’s business, results of operations, financial condition, and share price.

Application of Anti-Bribery Laws

The Company is required to comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act, as well as similar laws in Guyana. If the Company or any of its representatives becomes subject to an enforcement action or is found to be in violation of any such laws, significant penalties, fines and/or sanctions may be imposed on the Company, and the Company’s global reputation could be impacted, any of which could have a material adverse effect on the Company.

Failure to comply with the applicable legislation and other similar foreign laws could expose the Company and its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses, and reputational damage, all of which could materially and adversely affect the Company’s business, financial condition, and results of operations. Likewise, any investigation of any alleged violations of the applicable anti-corruption legislation by Canadian or foreign authorities could also have an adverse impact on the Company’s business, financial condition, and results of operations.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

In addition, the Extractive Sector Transparency Measures Act (“ESTMA”), which became effective June 1, 2015, requires public disclosure of payments to governments by mining and oil and gas companies engaged in the commercial development of oil, gas and minerals who are either publicly listed in Canada or with business or assets in Canada. Mandatory annual reporting is required for extractive companies with respect to payments made to foreign and domestic governments at all levels, including entities established by two or more governments. ESTMA requires reporting on the payments of any taxes, royalties, fees, production entitlements, bonuses, dividends, infrastructure improvement payments, and any other prescribed payment over $100,000. Failure to report, false reporting, or structuring payments to avoid reporting may result in fines of up to $250,000 (which may be concurrent). If the Company becomes subject to an enforcement action or is in violation of ESTMA, this may result in significant penalties, fines and/or sanctions, which may have a material adverse effect on the Company’s reputation.

Assumptions and Parameters Concerning the Oko Project

The anticipated results of any exploration, development and production activities on mining properties are based in large part on geological, environmental and economic assessments, independent geologists and consultants. Such assessments on the Oko project include but are not limited to the assumptions and parameters underlying the anticipated recoverability of metals and minerals, future prices of metals and minerals, marketing, operating costs, environmental restrictions, capital expenditures, royalties, and other government levies and taxes which may be imposed over the Oko project. See the Technical Report for the assumptions, parameters and factors considered therein. Many of these factors are subject to change and are beyond the control of the Company. In particular, the prices of, and markets for, metals and minerals may change from those anticipated at the time of making such assessment. In addition, all such assessments involve a measure of geologic, environmental, and regulatory uncertainty that could result in lower than anticipated Mineral Resources and Mineral Reserves, production results or higher operating or capital expenditures.

Technical Report Results and Further Advancement of the Oko Project

There is a risk that the Oko Gold property may not yield the anticipated results set out in the Technical Report to warrant advancement or the Board of Directors and/or management of the Company may decide not to proceed with the further exploration and development of the Oko project. Such a decision may create a material adverse effect on the Company and may materially adversely affect the Company’s financial condition and its ability to raise funds through financing transactions.

Failure to comply fully with applicable mining laws, regulations and local practices may have a material adverse impact on the Company’s operations or business, and may lead to financial restatements, fines, penalties, and other material negative impacts on the Company.

While the Company seeks to fully comply with applicable laws, regulations and local practices, failure of the Company or government officials to comply fully with applicable laws, regulations, and local practices, including those relating to mineral rights applications and tenure, could result in loss, reduction, cancellation or expropriation of entitlements, or the imposition of local or foreign parties as joint venture partners with carried or other interests.

Any such loss, reduction or imposition of partners could have a material adverse impact on the Company’s operations or business. Furthermore, unreasonableness, increasing complexity or novel judicial or regulatory interpretations of mining laws and regulations may render the Company incapable of strict compliance.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

The exploration and the development of the Company’s property interests are subject to extensive laws and regulations governing health, safety, environment, and communities.

The Company’s exploration and development activities are, or may become, subject to extensive laws and regulations governing the protection of the environment, waste disposal, worker and community safety, employee health, mine development, water, preservation of archaeological remains and endangered and protected species, as well as extensive reporting and community engagement requirements, and more. The Company’s ability to obtain permits and other approvals and to successfully operate locations may be adversely impacted by real or perceived detrimental events associated with the Company’s activities or those of other mining companies or associations, or even artisanal or illegal miners, affecting the environment, water, wildlife, human health, or the safety of nearby communities, both within and outside of Canada and Guyana.

Delays in obtaining or failure to secure government permits and approvals, or to secure evictions of illegal miners or other invaders, may adversely affect the Company’s ability to access, explore or develop its properties. The Company has made, and expects to make in the future, significant expenditures to comply with laws and regulations and to the extent reasonably possible, generate social and economic benefit in nearby communities.

On occasion, areas in the Company’s mineral properties are, or may become, occupied by illegal miners, and these incidents are reported and dealt with by the Company using procedures available to it under Canadian or Guyana law as may be the case. The Company, however, may be required to remediate areas on its concessions impacted by its own activities or those of third parties. Future changes to environmental laws, regulations and permitting processes or changes in their enforcement or regulatory interpretation could have an adverse impact on the Company’s operating and financial condition.

All phases of the Company’s consolidated operations are subject to environmental regulation in Guyana. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines, and penalties for non-compliance, including potential loss of title, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present and which have been caused by previous or existing owners or operators of the properties.

Government approvals, approval of indigenous people and permits are currently and may in the future be required in connection with the operations of the Company. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral properties.

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 or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs, reductions in levels of production at producing properties or require abandonment or delays in development of new mining properties.

The Company´s ability to operate on its concessions may depend on its ability to obtain and maintain social licenses.

The Company´s concessions may be near, or in some cases overlap with, local communities, and it often needs local approvals to access these areas and/or operate.

The Company often enters into agreements with local communities, groups or individuals that address surface access, road or trail usage, local employment, and other key issues. The ethnic composition, social organization and landownership structure of the communities may differ on a case-by-case basis, as may the Company´s exploration requirements and impacts. Similarly, local concerns regarding environmental and social impacts, both current and historic, including pressures and worries related to the activities of illegal miners, as well as expectations related to Company employment, social investment programs and other benefits tend to vary from place to place. Every local stakeholder relationship, however, requires ongoing dialogue and relationship management.

For these purposes, the Company’s senior management engages directly with the relevant stakeholders with the aim of creating sustainable and enduring relationships based on collaboration, shared interests, and trust. However, events do not always unfold as intended or according to plan, and the status of relations can deteriorate for any number of reasons, including, but not limited to: influences of local or external political or social actors or organizations, shifts in the agendas or interests of individuals or the community as a whole, or the Company´s inability to deliver on community expectations or its commitments, or the occurrence of the unexpected, as in the case of a pandemic. The Company’s senior management is prepared to manage such situations and issues are usually resolved through dialogue within a reasonable timeframe. However, if under extreme circumstances the Company were to lose its social license with one or more communities and be unable to recover it, this could seriously impact the viability of any project.

Additionally, in recent years, local political and social groups, and organizations, including indigenous confederations, at times funded at least in part by international nongovernmental organizations, have increased their activities against extractive industries in many jurisdictions, including Canada. Activists have taken such actions as road closures and work stoppages, as well as succeeded in attracting the attention of different local and national media outlets, at times negatively impacting the reputations of the mining sector and/or specific companies.

The ILO convention, requires free, prior, and informed consultation to aboriginal or indigenous communities. The Company is committed to the highest standards of such consultation. It is the Company’s understanding that there are no aboriginal or indigenous communities in its Projects, but such initiatives cannot be entirely ruled out and, if pursued, may have a material adverse effect on the Company’s operations and Projects and on its financial position, cash flows and results of operations.

The Company may not be able to obtain or renew permits that may be or become necessary for its operations.

In the ordinary course of business, the Company may be required to obtain new governmental permits as well as renew permits for exploration and development activities and any ultimate development, construction, and commencement of mining operations. Obtaining or renewing necessary permits can be a complex and time-consuming process, which at times may involve several political jurisdictions and different government agencies that may not have the expertise, resources or political disposition needed for efficient and timely processing and may require public

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

hearings and costly undertakings on the Company’s part. The duration and success of the Company’s efforts to obtain and renew permits are contingent upon many variables not within its control, including the interpretation of applicable requirements implemented by permitting authorities, the expertise and diligence of civil servants, challenges presented by social and political actors, and the timeframes for agency decisions.

The Company may not be able to obtain or renew permits that are necessary to its operations, or the cost to obtain or renew permits may exceed what the Company believes it can recover from a given property once in production. Any unexpected delays or costs associated with the permitting process could slow exploration and/or development or impede the eventual operation of a mine and might adversely impact the Company’s operations and profitability.

The mineral exploration industry is intensely competitive in Guyana .

The Company competes with many companies, including those possessing greater financial resources and technical capabilities, for the acquisition of mineral concessions, claims, leases, other mineral interests, and equipment required to conduct its activities as well as for the recruitment and retention of qualified employees, and contracting of attorneys, consultants, and technical experts. Guyana is an emerging mining country with one large mine that only just commenced production in 2016 and as a result mining expertise is limited and competition for qualified nationals is particularly intense.

Even if the Company makes a discovery of commercial quantities of minerals, there is no assurance that there will be market demand for the resource and that the investment will earn an adequate return.

There is no assurance that even if commercial quantities of minerals are discovered at any of the Projects, a ready market will exist for sale of any Project based on a market for the relevant discovered minerals.

Factors beyond the control of the Company may affect the marketability of any minerals discovered. These factors include but are not limited to: market fluctuations; domestic and international economic trends and political events and the possible short, medium and long term effects on funding for mining companies of a South America or worldwide pandemic, whether by COVID-19 or other as yet unknown virus; inflation or deflation; currency exchange fluctuations; interest rates and global or regional consumption patterns; speculative activities; and, government laws and regulations, including those relating to prices, taxes, royalties, land tenure, land use, labour, importing of equipment, importing and exporting of minerals, and environmental protection. The exact effect of any of these factors cannot be accurately predicted, but a combination of them may result in the Company not receiving an adequate return on invested capital or losing its invested capital.

Substantial expenditures are required to be made by the Company to establish mineral reserves and the Company may either not discover minerals in sufficient quantities or grades or not be able to obtain the required funds to develop or sell a project on a timely basis.

Substantial expenditures are required to establish mineral reserves through drilling and the estimation of mineral reserves or mineral resources in accordance with the Canadian Institute of Mining (CIM) Guidelines.

Although significant benefits may be derived from the discovery of a major mineralized deposit, the Company may not discover minerals in sufficient quantities or grades to justify a commercial mining operation and the funds required for development may not be obtained on a timely basis or may not be obtainable on terms acceptable to the Company. Estimates of mineral reserves and mineral

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resources can also be affected by environmental factors, unforeseen technical difficulties and unusual or unexpected geological formations. In addition, the grades of minerals ultimately mined may differ from those indicated by drilling results. Material changes in mineral reserve or mineral resource estimates, grades, stripping ratios or recovery rates may affect the economic viability of any project.

Risks relating to inaccurate estimates of mineral resources, production, purchases, costs, decommissioning or reclamation expenses.

Unless otherwise indicated, mineralization figures presented by the Company in filings with securities regulatory authorities, press releases and other public statements that may be made from time to time, are based upon estimates made in good faith by Company personnel and independent geologists. These estimates are inherently imprecise, as they depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable for any company in this industry at the same stage of asset development. As a result, there can be no assurance that mineral resource or other mineralization figures or estimates of costs (including initial capital costs and initial capital intensity) and expenses will be accurate, nor that the resource mineralization could be mined or processed profitably.

The Company has not commenced production at any of its properties, nor defined or delineated any proven or probable mineral reserves. Therefore, the mineralization estimates for the Company’s properties may almost certainly require adjustments or downward revisions based upon inherently unknown further exploration or development work, or actual production experience.

In addition, the grade of ore ultimately mined, if any, may differ from that indicated by and inferred from drilling results. Furthermore, there can be no assurance that minerals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or at production scale. As a result, the mineral resource and mineral reserve estimates that may be contained in the Company’s filings with securities regulatory authorities, press releases and other public statements that may be made from time to time have been determined and valued based on assumed future prices, cutoff grades and operating costs that may prove to be inaccurate.

In addition, extended declines in future market prices for gold or other metals to be discovered on properties of the Company from time to time may render portions of the Company’s mineralization uneconomic and result in reduced reported mineralization.

The estimated parameters for the Company’s projects may be changed as development and mining plans are generated and refined. These parameters would include estimates of how plants, equipment and processes may operate in the future at the Company’s projects, for which cost and productivity estimates may prove to be incorrect.

Any material alteration in the above noted estimates, or of the Company’s ability to extract mineralization from its projects, could have a material adverse effect on the Company’s results or financial condition.

The inherent operational risks associated with mining, exploration, and development, many of which are beyond the Company’s control.

The Company’s activities are subject to a high degree of risk due to factors that, in some cases, cannot be foreseen, anticipated, or controlled. These risks include, but are not limited to: tectonic or weather activity that may provoke landslides, damage infrastructure or other impacts; labour disruptions; local political or social pressure; the possible economic and human effect of one or more pandemics, legislative and regulatory changes; crime, including corruption; the inability to obtain adequate sources of power, water, labour, suitable or adequate machinery and equipment, and service providers, including drilling, engineering and environmental contractors, as well as

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

expert attorneys and consultants. In addition, the Company may be unable to acquire or obtain such requirements as water rights, easements, and other surface rights, which may be critical for the continued advancement of exploration, development, and operational activities on its mineral concessions. Furthermore, the Company is currently or may become involved in one or more of regulatory and/or legal processes where, in spite of its best reasonable efforts and those of its legal advisors and consultants, results are always uncertain.

These processes could generate delays and adverse decisions and could negatively impact project development and the Company’s prospects.

Inadequate infrastructure and resources may adversely affect the Company’s operations and profitability.

Mining, development, exploration, and production activities depend, to one degree or another, on adequate infrastructure and services.

Reliable power and fuel sources, roads, bridges, as well as water supplies are important determinants which affect need for capital, as well as operating costs and safety.

The lack of availability on acceptable terms or delay in availability of any one or more of these items could prevent or delay development of one or more of the Company’s projects.

If adequate infrastructure is not accessible or implementable, there can be no assurance that the development of one or more of the Company’s project(s) will commence or be completed on a timely basis, if at all.

In addition, unusual or infrequent weather phenomena, tectonic activity, sabotage, government, social or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations and profitability.

The Company currently has limited access (if at all) to insurance covering its assets and operations and, as a consequence, could incur considerable costs in the event of a loss.

Mineral exploration involves risks, which, even with a combination of experience, knowledge and careful evaluation, any mining exploration company may not be able to overcome.

Operations in which the Company has a direct or indirect interest may be subject to all the hazards and risks normally incidental to exploration for precious and non-precious metals. Any of these could result in work stoppages, damage to property, and possible environmental damage.

The Company presently has very limited commercial liability insurance and does not intend to increase its liability insurance.

As a result of having limited liability insurance, the Company could incur significant costs that may have a materially adverse effect upon its financial condition and even cause the Company to cease operations.

The Company’s mineral property interests or surface property may be subject to prior unregistered agreements or transfers and therefore title to some of the Company’s property interests may be affected.

Although the Company has sought and received such representations as it has been able to obtain from vendors in connection with the acquisition of, or options to acquire, an interest in its mining properties and surface rights, and has conducted reasonable investigations of legal title to each such property, the properties in which the Company has an interest may be subject to prior

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

unregistered agreements or transfers or native land claims, or it is possible that title may be affected by currently undetected defects.

The Company also holds, or is entitled to acquire, legal title to the prospecting and mining permits beneficially owned by the Company through contracts between the Guyanese counterparties and the Company’s country manager, Mrs. Violet Smith, who is a Guyanese national. The Company could encounter difficulties or delays in enforcing its rights under such agreements, which could affect its ownership rights in those prospecting and mining permits. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

The prices of gold, copper, and other base and precious metals have fluctuated significantly in recent years and may adversely affect the economic viability of any of the Company’s mineral properties.

The Company’s revenues, if any, are expected to be almost entirely derived from its work in development of one or more of its Projects such that it is seen as an attractive opportunity to a midtier resource producer to mine the gold, copper and/or other precious or base metals at a commercially attractive all-in sustained cost base.

However, prices of such commodities have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company’s control, including: one or more worldwide pandemic(s), international economic and political trends; expectations of inflation; currency exchange fluctuations; interest rates; consumption patterns; speculative activities; and, increased production due to new mine developments and improved mining and production methods.

The effect of these factors on the price of gold and copper, as well as other precious and base metals, and, therefore, on the economic viability of any of the Company’s mining properties to a third party producer as purchaser, cannot be accurately predicted, but nonetheless may adversely impact the Company’s ability to continue to raise capital and conduct its operations.

The Company’s subsidiaries and its mineral properties are in foreign countries and, therefore, a large portion of the Company’s business may be exposed to political, economic, social, security, and other risks and uncertainties.

The Company’s projects are located in Guyana; consequently the Company is dependent upon the performance of the Guyanese economy. As a result, the Company’s business, financial position, and results of operations may be affected by the general conditions of the Guyanese economy, price instabilities, currency fluctuations, inflation, interest rates, regulation, taxation, social instabilities, political unrest, and other developments in or affecting Guyana over which the Company has no control. In addition, the Company’s exploration and production activities may be affected in varying degrees by political instability and government regulations relating to the industry.

In the past, Guyana has experienced periods of weak economic activity and deterioration in economic conditions. Despite the successive years of growth and the high projection of further growth for the economy in the immediate future due to the activities in the oil and gas industry, the Company cannot assure that such conditions will not return or that such conditions will not have a material adverse effect on the Company’s business, financial condition, or results of operations.

The Company’s financial condition and results of operations may also be affected by changes in the political climate in Guyana, to the extent that such changes affect the nation’s economic policies, growth, stability, or regulatory environment. Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, wealth taxes, expropriation of property, environmental legislation, and site safety. There can be no assurance that the Guyanese

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

government will continue to pursue business-friendly and open-market economic policies or policies that stimulate economic growth and social stability.

In Guyana, the government has historically exercised substantial influence on the local economy. However, in relation to the mining and the extractive industry, influence has more been related to legislation and regulations rather than direct participation in the industry.

The political uncertainty and the potential for political corruption in Guyana may have an adverse impact on the Company’s business, financial condition, and results of operations. Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income or mining taxes, expropriation of property, environmental legislation and permitting and mine or site safety.

The Company’s property interests and proposed exploration activities in Guyana are subject to political, economic, and other uncertainties, including the risk of expropriation, nationalization, renegotiation or nullification of existing contracts, mining licenses and permits or other agreements, changes in laws or taxation policies, currency exchange restrictions, changing political conditions, and international monetary fluctuations. Future government actions concerning the economy, taxation, or the operation and regulation of nationally important facilities such as mines, could have a significant effect on the Company.

The value of the Shares, as well as its ability to raise equity capital, may be impacted by future issuances of Shares.

The Company is authorized to issue an unlimited number of Shares without par value. The Company may issue more Shares in the future. Sales of substantial amounts of Shares (including shares issuable upon the exercise of stock options and warrants), or the perception that such sales could occur, could materially adversely affect prevailing market prices for the Shares and the ability of the Company to raise equity capital in the future.

Dependence on key personnel.

The Company’s future performance is dependent on key personnel. The temporary or permanent loss of the services of any of the Company’s and its subsidiary’s executives or directors could have a material adverse effect on the Company’s business.

The Company’s performance is substantially dependent on the performance and continued efforts of the Company’s executives and its board of directors.

The loss of the services of any of the Company’s executives or directors could have a material adverse effect on the Company business, results of operations and financial condition. The Company currently does not carry any key person insurance on any of its executives or directors. The Company has limited resources and is currently unable to compete with larger organizations with respect to compensation and perquisites.

The Company is exposed to some financial risk arising from fluctuations in the exchange rates.

The Company and its subsidiaries incur most of their expenditures in Canadian dollars, and corporate G&A expenses are primarily paid in Canadian dollars. The only need for funds to be sent to Guyana is for monthly costs. These are exposed to currency risk of CAD: USD, since the Guyanese dollar is usually traded in a narrow range of about 5% with the U.S. dollar. Thus, the Company is exposed to financial risk arising from fluctuations in the exchange rates between the U.S. dollar and Canadian dollar, and the degree of volatility of these rates. The Company’s 3rd

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

party drilling contracts and assaying are significant costs for the Company, which costs are payable in Guyanese dollars primarily, so the Company is exposed to an exchange rate risk.

The Company does not use derivative instruments to reduce its exposure to foreign currency risks.

Exchange Controls

Foreign operations may require funding if their cash requirements exceed operating cash flow. Guyana does not currently have any exchange controls, and none are anticipated. In addition, taxes and exchange controls may affect the dividends that the Company receives from its foreign subsidiaries or branch offices of foreign subsidiaries. Exchange controls may prevent the Company from transferring funds abroad.

The Company cannot assure that there will not be a tax imposed with respect to the expatriation of the proceeds from the Company’s foreign subsidiaries or branch offices of foreign subsidiaries to the Company. The implementation of a restrictive exchange control policy, including the imposition of restrictions on the repatriation of earnings to foreign entities, could affect the Company’s ability to engage in foreign exchange activities, and could also have a material adverse effect on the Company’s business, financial condition, and results of operations.

Reputational Risk

As a result of the increased usage and the speed and global reach of social media and other webbased tools used to generate, publish and discuss user-generated content and to connect with other users, companies today are at much greater risk of losing control over how they are perceived in the marketplace. Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity (for example, with respect to the Company’s handling of environmental matters or the Company’s dealings with community groups), whether true or not. The Company places a great emphasis on protecting its image and reputation, but the Company 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 an impediment to the Company’s overall ability to advance its projects, thereby having a material adverse impact on financial performance, cash flows and growth prospects.

Conflicts of Interest

To the best of the Company’s knowledge, and other than as disclosed herein, there are no known existing or potential conflicts of interest between the Company and any directors or officers of the Company, except that certain of the directors and officers serve as directors, officers, promoters and members of management of other public or private companies and therefore it is possible that a conflict may arise between their duties as a director or officer of the Company and their duties as a director, officer, promoter or member of management of such other companies.

The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and the Company will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such directors or officers in accordance with the CBCA and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

The Company has also adopted a Code of Business Conduct and Ethics, to govern the activities of its directors, officers and employees, which is available on the Company’s website at www.g2goldfields.com

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

Reliance on Professional Advisors and Service Providers

The Company relies on a number of professional advisors and service providers, including external auditors, legal counsel and its accounting and CFO service provider. These professionals are subject to their respective professional and/or regulatory requirements and they may not comply with all regulatory requirements or may fail to perform to their respective professional standards. They may not comply with their obligations to the Company or perform their services in a timely or acceptable manner. The failure of such professionals to comply with their respective regulatory requirements or professional standards could affect the Company in ways that are not predictable, including ways that could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

Information Technology Systems

The Company’s information technology systems are subject to disruption, damage or failure from various causes, including, but are not limited to, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. The Company could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into the Company’s operations. Incidents involving cyber security are evolving and include, without limitation, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. Various measures have been implemented to manage the Company’s risks related to its information technology systems and network disruptions. However, given the unpredictable nature, timing and scope of information technology system disruptions, the Company could potentially be subject to operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of its systems and networks or financial losses, any of which could have a material adverse effect on the Company’s cash flows, reputation, financial condition or results of operations.

Enforcement of Legal Rights

The Company’s material subsidiaries are organized under the laws of foreign jurisdictions and certain of the Company’s directors, management personnel and experts are located in foreign jurisdictions. Given that the Company’s material assets and certain of its directors, management personnel and experts are located outside of Canada, investors may have difficulty in effecting service of process within Canada and collecting from or enforcing against the Company or its directors, officers and experts, any judgments obtained by the Canadian courts or Canadian securities regulatory authorities and predicated on the civil liability provisions of Canadian securities legislation or otherwise. Similarly, in the event a dispute arises from the Company’s foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of courts in Canada.

Changes in Climate Conditions

Governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial, and local levels. Regulation relating to emission levels (such as carbon taxes) and energy efficiency is becoming more stringent. If the current regulatory trend continues, the Company expects that this may result in increased costs at some of its operations. In addition, the physical risks of climate change may also have an adverse effect on the Company’s operations. These risks include extreme weather events such as increased frequency or intensity of wildfire seasons or prolonged drought which could have the potential to disrupt the Company’s operations. Effects of climate change or extreme weather events could cause prolonged disruption to the delivery of essential commodities, which may cause the Company’s production efficiency to be reduced.

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G2 Goldfields Inc. Management’s Discussion & Analysis For the Year Ended May 31, 2023 Discussion dated: September 26, 2023

The Company can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on the Company’s operations and profitability.

New and Revised IFRSs, Narrow Scope Amendments to IFRSs and IFRS Interpretations not yet Effective

Certain pronouncements have been issued by the IASB that are mandatory for accounting periods after May 31, 2023. Management is still evaluating and does not expect any such pronouncements to have a significant impact on the Company's consolidated financial statements upon adoption.

Recent accounting pronouncements include Amendments to IAS 12, Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single Transaction, narrowing the scope for exemption when recognizing deferred taxes. We do not expect IAS 12 amendments effective January 1, 2023, will have an effect on our consolidated financial statements.

Subsequent Events

On August 13, 2023, 1,000,000 stock options with an exercise price of $0.75 expired unexercised.

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