Germanium Mining Corp. — Interim / Quarterly Report 2023

Aug 11, 2023

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MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2023

Introduction

The present management’s discussion and analysis (“MD&A”) of results of operations and financial condition of Orvana Minerals Corp. and its consolidated subsidiaries (“Orvana” or the “Company”) describes the operating and financial results of Orvana for the three and nine months ended June 30, 2023 (“Q3 FY2023 or the third quarter of fiscal 2023”).

This MD&A should be read in conjunction with the unaudited condensed interim financial statements of Orvana for the three and nine months ended June 30, 2023 and related notes thereto (the “Q3 Financials”). The Q3 Financials are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

References herein to "$" are to the United States dollar, and all tabular amounts (except per unit amounts) are expressed in thousands of $, unless otherwise stated. Gold (“Au”) and Silver (“Ag”) production and sales are in fine troy ounces (“ounces” or “oz”), while Copper (“Cu”) is in pounds (“lbs”). Information presented in this MD&A is as of August 11, 2023, unless otherwise stated.

Gold Equivalent Ounces (GEO), Free Cash Flow, EBITDA, Cash Costs per ounce (COC), All-in Sustaining Costs (AISC) per ounce and Realized Price are Non-GAAP Financial Performance Measures. The Non-GAAP financial performance measures set out in this MD&A are intended to provide additional information to investors and do not have any standardized meaning under IFRS, and therefore may not be comparable to other issuers, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

A cautionary note regarding forward-looking statements follows this MD&A.

Company Overview

Orvana is an Ontario registered company and its common shares (“Common Shares”) are listed on the Toronto Stock Exchange (TSX) under the symbol ORV .

Orvana is a gold-copper-silver producer with a singular organic growth strategy. Orvana’s properties consist of:

• (i) El Valle Boinás and Carlés mines and the El Valle processing plant (collectively, “El Valle”), producer of copper concentrate and doré. El Valle is located in Asturias, Northern Spain, and is managed by its subsidiary Orovalle Minerals, S.L. (“Orovalle”), that, in addition to El Valle, owns certain mineral rights located in the region of Asturias;

• (ii) Don Mario Operation (“Don Mario”), located in San Jose de Chiquitos, Southeastern Bolivia, consisting of 10 contiguous mineral concessions covering approximately 53,325 ha and the processing plant, currently in care and maintenance. Don Mario is managed by the Company’s subsidiary Empresa Minera Paitití, S.A. (“EMIPA”); and

• (iii) Taguas Property (“Taguas”), comprised of 15 mining concessions for a total of 3,273.87 ha, located on the eastern flank of the Andes Mountain range in the Province of San Juan in northern Argentina. Taguas is managed by the Company’s subsidiary Orvana Argentina, S.A. (“Orvana Argentina”).

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Orvana’s strategic focus is on initiatives and opportunities that deliver long-term shareholder value. In that regard, Orvana is currently working to optimize its properties, reduce its unitary operating costs and realize growth in its future production base through exploration within, and in proximity, to its properties. In this regard Orvana is developing long term operational strategies for Orovalle in Spain, EMIPA in Bolivia and Taguas in Argentina.

Significant social and economic uncertainties

The mining industry worldwide is being impacted by economic and geopolitical concerns as a result of the invasion of Ukraine by Russia, rising interest rates, a strengthening trade-weighted US dollar, weakened growth rates in China, and the tightening of fiscal policies by governments worldwide. Operating costs are increasing as a result of higher input prices for energy, labor and consumables driven by inflationary pressures initially related to global supply chain constraints, and then exacerbated by the conflict in Ukraine. Metal prices continue being volatile impacted by economic and geopolitical concerns.

The Company doesn’t have business relationships directly with Ukraine nor with Russia, but its financial performance is being impacted by the global energy and consumables cost increases following the invasion of Ukraine by Russia.

COVID-19 has impacted mining operations, development of projects and exploration activities of the Company in the past. The extent to which COVID-19, related variants or other health emergencies will impact the Company in the future remains uncertain and cannot be predicted.

Consolidated Financial Results and Operating Highlights:

• EBITDA[1] of $5.2 million for the three months ended June 30, 2023 and $11.7 million for the nine months ended June 30, 2023, compared to $0.6 million for the three months ended June 30, 2022 and $1.9 million for the nine months ended June 30, 2022.

• Operating cash flow of $8.7 million for the three months ended June 30, 2023 and $13.6 million for the nine months ended June 30, 2023, compared to $0.9 million for the three months ended June 30, 2022 and $0.0 million for the nine months ended June 30, 2022.

• Capital expenditures of $5.0 million for the three months ended June 30, 2023 and $9.6 million for the nine months ended June 30, 2023, compared to $7.1 million for the three months ended June 30, 2022 and $16.1 million for the nine months ended June 30, 2022.

• Free cash flow[1] deficit of $0.5 million for the three months ended June 30, 2023 and surplus of $2.6 million for the nine months ended June 30, 2023, compared to deficits of $8.3 million for the three months ended June 30, 2022 and $13.7 million for the nine months ended June 30, 2022.

• Net losses of $0.1 million for the three months ended June 30, 2023 and $0.4 million for the nine months ended June 30, 2023, compared to losses of $1.8 million for the three months ended June 30, 2022 and $7.6 million for the nine months ended June 30, 2022.

• Cash and cash equivalents of $5.7 million and working capital of ($10.5) million as at June 30, 2023, compared to cash and cash equivalents of $6.5 million and working capital of ($8.2) million as at September 30, 2022.

• Orovalle:

• Q3 FY2023 production of 13,398 GEO[1] (11,522 gold ounces, 0.8 million copper pounds and 25,965 silver ounces), a 15% decrease from Q3 FY2022 with 15,798 GEO[1] and a 7% decrease from Q2 FY2023 with 14,470 GEO[1] .

1 EBITDA and Free cash flow are Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

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• Gold production of 11,522 ounces, a 7% decrease from Q3 FY2022 with 12,354 gold ounces and an 1% decrease from Q2 FY2023 with 11,599 gold ounces. On track to meet fiscal year 2023 guidance of 46,000 – 51,000 Oz.

• Copper production of 0.8 million pounds (363 tonnes), a 38% decrease from Q3 FY2022 with 1.3 million copper pounds and a 30% decrease from Q2 FY2023 with 1.1 million copper pounds. On track to meet fiscal year 2023 guidance of 4.0 – 4.4 million pounds.

• Silver production of 25,965 ounces, a 32% decrease from Q3 FY2022 with 38,082 silver ounces and a 26% decrease from Q2 FY2023 with 35,000 silver ounces.

• Ore milled was 163,996 dmt, with decreases of 7% from Q3 FY2022, with 176,041 dmt, and 8% from Q2 FY2023, with 177,853 dmt. Ore milled in the third quarter of fiscal 2023 was in line with the tonnage planned for the period, and on track to meet fiscal 2023 tonnage target.

• A total of 3,935 m of infill drilling were completed at El Valle Boinás, focused on Boinás South, Boinás Skarn and Boinás East.

• 850 m of greenfield drilling at Ortosa Godán.

• Capital Expenditures of $3.0 million.

• COC[1] of $1,392 and AISC[1] of $1,712.

• EMIPA:

• Don Mario continues in care and maintenance (“C&M”). Critical areas of the C&M program are: site security, environmental control, and maintenance of power generators, process plant, mine equipment and camp facilities.

• The Oxides Stockpile Project (“OSP”), consisting of a plant expansion to treat ore stockpiled from previous years of mining activity, continues in progress. During fiscal 2022 the Company completed the quality assurance (metallurgical) testing, engineering plans and CAPEX and OPEX estimates. During the first quarter of fiscal 2023, EMIPA initiated the process for the issuance of a $47 million Bond Program in the Bolivian stock market. Conditional upon closing the Bonds Program issuance and completing the rest of funding, EMIPA expects OSP construction to start in the first quarter of fiscal 2024. OSP is projected to operate for 35 months, starting after a 13-month construction period.

• The Company is evaluating the potential reprocessing of tailings accumulated in the Don Mario Tailings Storage Facility (the “Tailings Reprocessing Project”, or “TRP”). TRP’s infill drilling program was completed in fiscal 2022, and the Company disclosed an updated mineral resource estimate in its 2022 Annual Information Form.

• Exploration activities continued in the Don Mario Complex during fiscal 2022, focused on the evaluation of Las Tojas and Oscar sectors, where mapping, geochemical and sampling activities were carried out. The Company is planning trenching and additional geochemistry and geophysics lines to continue exploring those two sectors.

1 GEO, Cash Costs per ounce (COC) and All-in Sustaining Costs (AISC) per ounce per ounce are Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

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• Orvana Argentina:

• The Company started a drilling campaign in late December 2021, focused on oxides, to upgrade the mineral resource from the inferred category, and to realize its oxide mineral tonnage upside potential.

• Phase I consisted of 6,482.6 meters in 41 diamond drill holes (DDH’s), with over 4,900 assay samples. Mineralization was encountered in all 41 holes, with grades generally equalingimproving average previous resource grades included in the Taguas preliminary economic assessment report dated December 29, 2021 and filed on SEDAR on February 11, 2022.

• Based on the information obtained, the Company has updated the resource modelling and an updated mineral resources estimate is available in the Annual Information Form of the Company dated December 2022.

• Orvana is analyzing a strategic option to combine Oxides and Sulphides in a larger undertaking strategy. Fiscal 2023 is being dedicated to enhance the analytics of the sulphides zone of the deposit. Once the oxides – sulphides combined opportunity is understood, a potential next phase of the infill drilling campaign will be designed.

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Consolidated Results

	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Operating Performance
Gold
Grade (g/t)	2.41	2.21	2.39	2.30	2.22
Recovery (%)	90.8	91.9	91.2	91.7	91.3
Production (oz)	11,522	11,599	12,354	33,832	32,425
Sales (oz)	11,404	9,581	8,980	31,784	29,619
Average realized price / oz(1)	$1,978	$1,896	$1,881	$1,866	$1,844
Copper
Grade (%)	0.29	0.36	0.40	0.36	0.39
Recovery (%)	76.6	81.2	82.5	80.5	82.6
Production (‘000 lbs)	801	1,144	1,293	3,161	3,540
Sales (‘000 lbs)	746	1,122	1,120	3,095	3,550
Average realized price / lb(1)	$3.87	$4.06	$4.40	$3.84	$4.42
Silver
Grade (%)	6.84	8.40	8.91	8.70	8.99
Recovery (%)	72.0	72.9	75.4	76.0	78.1
Production (oz)	25,965	35,000	38,082	105,868	112,537
Sales (oz)	26,635	40,145	32,401	110,536	107,061
Average realizedprice / oz(1)	$24.27	$22.80	$23.00	$22.36	$23.26
Revenue	$23,998	$22,304	$18,450	$69,280	$66,955
Mining costs	$18,280	$18,205	$17,873	$55,325	$60,787
Gross margin	$1,096	$271	($2,652)	$2,042	($4,110)
Net income (loss)	($89)	($472)	($1,838)	($427)	($7,561)
Net income (loss) per share (basic/diluted)	($0.00)	$0.00	($0.01)	($0.00)	($0.06)
EBITDA(1)	$5,164	$3,750	$618	$11,650	$1,905
Operating cash flows before non-cash working
capital changes	$4,496	$5,040	($1,161)	$12,184	$2,394
Operating cash flows	$8,676	$1,262	$859	$13,625	($4)
Free cash flow(1)	($475)	$3,538	($8,264)	$2,624	($13,676)
Ending cash and cash equivalents	$5,664	$3,515	$6,060	$5,664	$6,060
Capital expenditures(2)	$4,971	$1,502	$7,103	$9,560	$16,070
Cash operating costs (by-product) ($/oz) gold(1) (3)	$1,469	$1,524	$1,754	$1,458	$1,655
All-in sustainingcosts(by-product) ($/oz) gold(1)(2)(3)	$1,802	$1,893	$2,074	$1,825	$2,069

(1) Further information on these non-GAAP financial performance measures, including detailed reconciliations, is included in the “Non- GAAP Financial Performance Measures” section.

(2) These amounts are presented in the consolidated cash flows in the Q3 Financials on a cash basis. Each reported period excludes capital expenditures incurred in the period which will be paid in subsequent periods and includes capital expenditures incurred in prior periods and paid for in the applicable reporting period. See the “Cash Flows, Commitments and Liquidity - Capital Expenditures” section of this MD&A. The calculation of all-in sustaining costs includes capex incurred (paid and unpaid) during the period.

(3) Unitary costs do not include one-time costs nor one-time severance charges.

Q3 2022 financial performance information has been revised for comparative purposes. Refer to Note 3 of the Consolidated Financial Statements for the year ended September 30, 2022 to see the detail of the revision, related to the change in the consideration of functional currency for the subsidiary Orovalle.

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Operational Results

• Production of 13,398 GEO[1] during the third quarter of fiscal 2023, compared with 15,798 during the third quarter of fiscal 2022. Since the first quarter of fiscal 2020, EMIPA is in care and maintenance, and Orovalle is the only unit in production.

• Production of 11,522 ounces of gold during the third quarter of fiscal 2023, a decrease in gold production of 7% compared with the third quarter of fiscal 2022.

• Production of 0.8 million pounds (363 tonnes) of copper during the third quarter of fiscal 2023, a decrease in copper production of 38% compared with the third quarter of fiscal 2022.

• Production of 25,965 ounces of silver during the third quarter of fiscal 2023, a decrease in silver production of 32% compared with the third quarter of fiscal 2022.

• Sales of 11,404 ounces of gold, 0.7 million pounds (338 tonnes) of copper and 26,635 ounces of silver during the third quarter of fiscal 2023, an increase in gold sales of 27%, and decreases in silver sales of 18%, and in copper sales of 33%, compared with the third quarter of fiscal 2022.

• Production of 41,683 GEO[1] during the nine months of fiscal 2023, compared with 42,314 during the nine months of fiscal 2022.

• Production of 33,832 ounces of gold during the nine months of fiscal 2023, an increase in gold production of 4% compared with the nine months of fiscal 2022.

• Production of 3.2 million pounds (1,434 tonnes) of copper during the nine months of fiscal 2023, a decrease in copper production of 11% compared with the nine months of fiscal 2022.

• Production of 105,868 ounces of silver during the nine months of fiscal 2023, a decrease in silver production of 6% compared with the nine months of fiscal 2022.

• Sales of 31,784 ounces of gold, 3.1 million pounds (1,404 tonnes) of copper and 110,536 ounces of silver during the nine months of fiscal 2023, increases in gold sales of 7% and in silver sales of 3%, and a decrease in copper sales of 13%, compared with the nine months of fiscal 2022.

Financial Results

• Consolidated cash and cash equivalents were $5.7 million as at June 30, 2023, a decrease of $0.9 million from September 30, 2022.

• Revenue of $24.0 million for the third quarter of fiscal 2023, or 30% higher, compared with $18.5 million for the third quarter of fiscal 2022, primarily due to higher gold sales volume.

• Mining costs of $18.3 million for third quarter of fiscal 2023, or 2% higher, compared with $17.9 million for the third quarter of fiscal 2022.

• Net loss for the third quarter of fiscal 2023 of $0.1 million compared with $1.8 million for the third quarter of fiscal 2022.

• EBITDA[1] for the third quarter of fiscal 2023 of $5.2 million compared with $0.6 million for the third quarter of fiscal 2022.

• Cash flows provided by operating activities of $8.7 million in the third quarter of fiscal 2023, compared with $0.9 million in the third quarter of fiscal 2022 and cash flows provided by operating activities before changes in non-cash working capital of $4.5 million generated in the third quarter of fiscal 2023, compared with $1.2 million used in the third quarter of fiscal 2022.

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1 GEO and EBITDA are Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

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• Free Cash Flow[1] deficit of $0.5 million in the third quarter of fiscal 2023 compared with a deficit of $8.3 million in the third quarter of fiscal 2022.

• Capital expenditures of $5.0 million in the third quarter of fiscal 2023 compared with $7.1 million in the third quarter of fiscal 2022.

• COC[1] and AISC[1] on a by-product basis (net of copper and silver by-product revenue) per ounce of gold sold in the third quarter of fiscal 2023 of $1,469 and $1,802, respectively, compared with COC[1] and AISC[1] (by-product) of $1,754 and $2,074 respectively, in the third quarter of fiscal 2022.

• Net Revenue of $69.3 million for the nine months of fiscal 2023, or 3% higher, compared with $67.0 million for the nine months of fiscal 2022.

• Mining costs of $55.3 million for the nine months of fiscal 2023, or 9% lower, compared with $60.8 million for the nine months of fiscal 2022, mainly due to the positive impact of a lower EUR/USD exchange rate and the decrease of power prices.

• Net loss for the nine months of fiscal 2023 of $0.4 million compared with a loss of $7.6 million for the nine months of fiscal 2022.

• EBITDA[1] for the nine months of fiscal 2023 of $11.7 million compared with $1.9 million for the nine months of fiscal 2022.

• Cash flows provided by operating activities of $13.6 million for the nine months of fiscal 2023, compared with $nil in the nine months of fiscal 2022 and cash flows provided by operating activities before changes in non-cash working capital of $12.2 million for the nine months of fiscal 2023, compared with $2.4 million for the nine months of fiscal 2022.

• Free Cash Flow[1] surplus of $2.6 million in the nine months of fiscal 2023 compared with a deficit of $13.7 million in the nine months of fiscal 2022.

• Capital expenditures of $9.6 million for the nine months of fiscal 2023 compared with $16.1 million for the nine months of fiscal 2022.

• COC[1] and AISC[1] on a by-product basis (net of copper and silver by-product revenue) per ounce of gold sold in the third quarter of fiscal 2023 of $1,469 and $1,802, respectively, compared with COC[1] and AISC[1] (by-product) of $1,524 and $1,893, respectively, in the second quarter of fiscal 2023.

1 Free Cash Flow, Cash Costs per ounce (COC), All-in Sustaining Costs (AISC) per ounce and EBITDA are Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

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Growth Initiatives Highlights Orovalle

• A total of 3,935 meters of infill drilling were completed in the third quarter of fiscal 2023 at El Valle Boinás.

• Ongoing infill drilling program at El Valle Boinás is currently focused on Boinás South, Boinás Skarn and Boinás East.

• Orovalle has a large regional exploration footprint of 45,158 ha, which includes concessions and investigation permits, few of which are still in progress. Strategic near-term regional targets and main activities in progress are:

• Ortosa-Godán: This Project is located three kilometers northwest of our Carlés mine, and within the same gold belt. The exploration program focuses on two areas: Ortosa and Godán. In both cases, the mineral potential is in relation with intrusives. Currently exploration drilling program is being executed in Godán. 10 drill holes (3,018 m) were completed in Godán between 1981 and 2011, intersecting skarn mineralization in the contact between the intrusive and the Devonian sedimentary rocks. The orebody is still open to the North and to the South following the regional structure, and at depth. 1,911 m were completed in fiscal 2023 up to date in 5 drill holes intersecting calcic skarn bands. Information is under evaluation and will be provided in due course. Exploration strategy for the fourth quarter is focused on defining the ore potential in this area, looking for a connection with the Carlés deposit located on the other side of the synclinal.

• Lidia : This Project is located in the Navelgas Gold Belt, 20 km west from El Valle mine. This gold porphyry occurs within the easternmost part of the Navelgas fracture systems. A granodiorite intrusive outcrops over an area of approximately 1 km2. It is dissected by a set of northeast trending mineralized quartz veins and affected by different alteration phases. A total of 2,421 meters, in 5 drill holes, were completed between fiscal years 2021 and 2022, confirming the presence of gold in the granodiorite. Drilling will restart in the fourth quarter of fiscal 2023, with 500 meters planned for the quarter, and the rest of the program occurring in fiscal 2024. The campaign is focused on defining the mineralization continuity, completing two sections to the North and to the South, targeting the extension at depth too.

• Chugaron and La Linde Investigation Permits (Navelgas Gold Belt): detailed mapping and rock sampling is ongoing in these Investigation Permits located at the North of Lidia Investigation Permit, looking for areas affected by metamorphism or hydrothermal process potentially mineralized.

EMIPA

• Mapping, geochemical and geophysical sampling were carried out during fiscal 2022 in two previously unexplored areas in Las Tojas and Oscar sectors. Resulting data has been processed and analyzed, and the Company is planning trenching & additional geochemistry/geophysics lines in both sectors.

Orvana Argentina

• Based on the infill drilling results, the Company has updated the resource modeling. The latest estimation of mineral resources is available in the Annual Information Form of the Company dated December 2022. Geochronology of Cerros Taguas deposit and baseline environmental studies are currently in progress.

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Outlook

The Company continues to pursue its objectives of optimizing production, lowering unitary cash costs[1] , maximizing Free Cash Flow[1] , and extending the life-of-mine of its operations under a long term operational strategy. Main objectives per unit are:

• Orovalle: Stable cash flow generation based on a production range around 60,000 GEO[1] . Continue brownfield and Greenfield exploration drive to expand the resource base.

• Orvana Argentina: In light of global developments and the current business environment, Orvana is repositioning its long term strategy for the Taguas Project, now potentially including current sulphides resources; plus deep copper-gold porphyry opportunities.

• EMIPA: During the first quarter of fiscal 2023, EMIPA initiated the process for the issuance of a $47 million Bond Program in the Bolivian stock market. Conditional upon closing the Bonds Program issuance and completing the rest of funding, EMIPA expects OSP construction to start in the first quarter of fiscal 2024. OSP is projected to operate for 35 months, starting after a 13month construction period.

The mining industry is being impacted by significant social and economic uncertainties that could impact the performance of our sites (refer to section “Significant social and economic uncertainties” for further details).

Guidance

The following table sets out Orovalle’s year to date fiscal 2023 results and fiscal 2023 production, capital expenditures and costs guidance:

expenditures and costs guidance:
Orovalle	YTD FY 2023 Actual	FY 2023 Guidance(1)
Metal Production
Gold (oz)	33,832	46,000 – 51,000
Copper(million lbs)	3.2	4.0 – 4.4
Capital Expenditures(USD thousands)	$8,853	$14,500 -$16,500
Cash operating costs (by-product) ($/oz)
gold(2) (3)	$1,378	$1,300 - $1,400
All-in sustaining costs (by-product) ($/oz)
gold(2) (3)	$1,667	$1,650 - $1,800

(2) Further information on these non-GAAP financial performance measures, is included in the “Non- GAAP Financial Performance Measures” section.

(3) Fiscal 2023 guidance assumptions for COC and AISC include by-product commodity prices of $3.70 per pound of copper and an average Euro to US Dollar exchange of 1.05.

Orovalle is on track to meet fiscal 2023 production and unitary costs guidance. Capital expenditures are expected below the low range due to the timing of El Valle TSF projects, deferring capital expenditures planned for fiscal 2023 to fiscal 2024.

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1 GEO is a Non-GAAP Financial Performance Measure. For further information and detailed reconciliations, please see the “NonGAAP Financial Performance Measures” section of this MD&A.

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Overall Performance

The key factors affecting Orvana’s operating and financial performance are tonnages mined and treated, metal grade and recoveries, quantities of metals produced and sold, realized metals prices[1] , operating costs (including labour, energy, materials & supplies and services), mine development and other capital expenditures, maintenance and care costs, foreign exchange rates and tax rates.

Third Quarter Ended June 30, 2023 Compared with Third Quarter Ended June 30, 2022

The Company recorded a net loss of $0.1 million for the third quarter of fiscal 2023 or $0.00 per share compared with $1.8 million net loss for the third quarter of fiscal 2022 or $0.01 per share. The Company’s net loss was impacted significantly by the following factors:

• Revenue for the third quarter of fiscal 2023 increased by $5.5 million or 30% to $24.0 million from sales of 11,404 ounces of gold, 0.7 million pounds of copper, and 26,635 ounces of silver compared with revenue of $18.5 million from sales of 8,980 ounces of gold, 1.1 million pounds of copper, and 32,401 ounces of silver. The increase in revenue was primarily due to higher gold volume.

• Mining costs were $18.3 million or $0.4 million higher for the third quarter of fiscal 2023 compared with $17.9 million for the third quarter of fiscal 2022.

• Depreciation for the third quarter of fiscal 2023 was $4.6 million, compared with $3.2 in the third quarter of fiscal 2022.

• Gross margin increased by $3.8 million from negative $2.7 million for the third quarter of fiscal 2022 to $1.1 million for the third quarter of fiscal 2023.

• EBITDA[1] increased by $4.6 million to $5.2 million for the third quarter of fiscal 2023 compared with $0.6 million for the third quarter of fiscal 2022.

• Deferred income tax expense increased by $1.2 million to $0.1 million for the third quarter of fiscal 2023 compared with a tax recovery of $1.1 million for the third quarter of fiscal 2022.

• Total consolidated COC1 (by-product) of $1,469 per ounce of gold sold in the third quarter of fiscal 2023 were $285 or 16% lower than in the third quarter of fiscal 2022. Total AISC1 (byproduct) of $1,802 per ounce of gold sold in the third quarter of fiscal 2023 were $272 or 13% lower than in the third quarter of fiscal 2022.

Nine months ended June 30, 2023 Compared with nine months ended June 30, 2022

The Company recorded a net loss of $0.4 million for the nine months of fiscal 2023 or $0.00 per share compared with $7.6 million net loss for the nine months of fiscal 2022 or $0.06 per share. The Company’s net loss was impacted significantly by the following factors:

• Revenue for the nine months of fiscal 2023 increased by $2.3 million or 3% to $69.3 million from sales of 31,784 ounces of gold, 3.1 million pounds of copper, and 110,536 ounces of silver compared with revenue of $67.0 million from sales of 29,619 ounces of gold, 3.6 million pounds of copper, and 107,061 ounces of silver. The increase in revenue was primarily due to higher gold, and silver sales volume.

• Mining costs were $55.3 million or $5.5 million lower for the nine months of fiscal 2023 compared with $60.8 million for the nine months of fiscal 2022, positively impacted by the reduction of power prices.

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1 EBITDA, Cash Costs per ounce (COC), All-in Sustaining Costs (AISC) per ounce and Realized Prices are Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

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• Depreciation for the nine months of fiscal 2023 was $11.9 million, compared with $10.3 in the nine months of fiscal 2022.

• Gross margin increased by $6.1 million from negative $4.1 million for the nine months of fiscal 2022 to $2.0 million for the nine months of fiscal 2023.

• EBITDA[1] increased by $9.8 million to $11.7 million for the nine months of fiscal 2023 compared with $1.9 million for the nine months of fiscal 2022.

• Deferred income tax expense increased by $0.8 million to a tax recovery of $1.1 million for the nine months of fiscal 2023 compared with a tax recovery of $1.9 million for the nine months of fiscal 2022.

• Total consolidated COC[1] (by-product) of $1,458 per ounce of gold sold in the first nine months of fiscal 2023 were $197 or 12% lower than in the first nine months of fiscal 2022. Total AISC[1] (by-product) of $1,825 per ounce of gold sold in the first nine months of fiscal 2023 were $244 or 12% lower than in the first nine months of fiscal 2022.

Third Quarter Ended June 30, 2023 Compared with Second Quarter Ended March 31, 2023

The Company recorded a loss of $0.1 million or $0.00 per share for the third quarter of fiscal 2023 compared with a net loss of $0.5 million or $0.00 per share for the second quarter of fiscal 2023. The Company’s net loss was impacted significantly by the following factors:

• Revenue for the third quarter of fiscal 2023 increased by $1.7 million to $24.0 million on sales of 11,404 ounces of gold, 0.7 million pounds of copper, and 26,635 ounces of silver from El Valle, compared with last quarter’s revenue of $22.3 million on sales of 9,581 ounces of gold, 1.1 million pounds of copper, and 40,145 ounces of silver.

• Mining costs were $18.3 million or $0.1 million higher for the third quarter of fiscal 2023 compared with $18.2 million for the second quarter of fiscal 2023, primarily due to higher gold sales volumes.

• Depreciation increased by $0.8 million to $4.6 million for the third quarter of fiscal 2023 compared with $3.8 million for the second quarter of fiscal 2023.

• Gross margin increased by $0.8 million to $1.1 million for the third quarter of fiscal 2023 compared with $0.3 million for the second quarter of fiscal 2023.

• EBITDA[1] of $5.2 million for third quarter of fiscal 2023, compared to $3.8 million for the second quarter of fiscal 2023.

• Deferred income tax expense increased by $0.2 million to $0.1 million for the third quarter of fiscal 2023 compared with a recovery of $0.1 million for the second quarter of fiscal 2023.

• Total consolidated COC[1] (by-product) of $1,469 per ounce of gold sold in the third quarter of fiscal 2023 were $55 or 4% lower than the second quarter of fiscal 2023. Total AISC[1] (by-product) of $1,802 per ounce of gold sold in the third quarter of fiscal 2023 were $91 or 5% lower than the second quarter of fiscal 2023. The decrease in COC[1] and AISC[1] was primarily due to lower mining costs.

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1 EBITDA, Cash Costs per ounce (COC) and All-in Sustaining Costs (AISC) per ounce are Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

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Orovalle

Through its wholly-owned subsidiary, Orovalle, the Company owns and operates the El Valle Boinás and Carlés gold-copper-silver mines located in the Rio Narcea Gold Belt in northern Spain, along with El Valle processing plant and El Valle tailings storage facility. Orovalle mines skarns and oxides underground, and produces copper concentrate and doré bars.

Orovalle has a large regional exploration footprint of 45,158 ha, which includes concessions and investigation permits, few of which are still in progress.

The following table includes consolidated operating and financial performance data for Orovalle for the periods set out below:

	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Operating Performance
Ore mined (tonnes) (wmt)	185,093	197,008	180,669	550,780	497,152
Ore milled (tonnes) (dmt)	163,996	177,853	176,401	498,527	498,859
Daily average throughput (dmt)(2)	2,025	2,092	2,040	2,018	1,923
Gold
Grade (g/t)	2.41	2.21	2.39	2.30	2.22
Recovery (%)	90.8	91.9	91.2	91.7	91.3
Production (oz)	11,522	11,599	12,354	33,832	32,425
Sales (oz)	11,404	9,581	8,980	31,784	29,619
Silver
Grade (g/t)	6.84	8.4	8.91	8.70	8.99
Recovery (%)	72.0	72.9	75.4	76.0	78.1
Production (oz)	25,965	35,000	38,082	105,868	112,537
Sales (oz)	26,635	40,145	32,401	110,536	107,061
Copper
Grade (%)	0.29	0.36	0.40	0.36	0.39
Recovery (%)	76.6	81.2	82.5	80.5	82.6
Production (‘000 lbs)	801	1,144	1,293	3,161	3,540
Sales(‘000 lbs)	746	1,122	1,120	3,095	3,550
Financial Performance_(in 000’s, except per share_	amounts)
Revenue	$23,998	$22,304	$18,450	$69,280	$66,955
Mining costs	$17,405	$17,384	$16,979	$52,782	$57,918
Income (loss) before tax	$2,031	$796	($349)	$2,411	$237
Capital expenditures	$3,051	$2,978	$2,929	$8,853	$8,110
Cash operating costs (by-product) ($/oz) gold(1)	$1,392	$1,438	$1,655	$1,378	$1,558
All-in sustainingcosts(by-product) ($/oz) gold(1)	$1,712	$1,691	$2,085	$1,667	$1,935

(1) Further information on these non-GAAP financial performance measures, including detailed reconciliations, is included in the “Non- GAAP Financial Performance Measures” section.

(2) Basis for FY2023 daily throughput calculation was changed from estimated to actual operating days.

Q3 2022 and YTD-2022 financial performance information have been revised for comparative purposes. Refer to Note 3 of the Consolidated Financial Statements for the year ended September 30, 2022 to see the detail of the revision.

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Orovalle Operating Performance

Third quarter of fiscal 2023 production decreased to 11,522 ounces of gold and 0.8 million pounds of copper compared with 12,354 ounces of gold and 1.3 million pounds of copper during the third quarter of fiscal 2022. Gold production decreased by 7% primarily due to 7% lower tonnes milled and 1% higher head grade. Copper production decreased by 38% primary due to 7% lower tonnes milled, 28% lower head grade and 7% lower recoveries.

During the third quarter of fiscal quarter of 2023, Orovalle produced 11,522 ounces of gold and 0.8 million pounds of copper, compared with 11,599 ounces of gold and 1.1 million pounds of copper during the second quarter of fiscal 2023. Gold production decreased by 1% due to 8% lower tonnes milled and 1% lower recoveries, offset by 9% higher head grade. Copper production decreased by 30% primarily due to 19% lower head grade and 6% lower recoveries, and 8% lower tonnes milled. Mechanical advance rates in oxide areas increased by 6% to 1,971 meters during the third quarter of fiscal 2023, as compared to the second quarter of fiscal 2023.

During fiscal 2022, the Company assessed different alternatives to optimize underground hauling, taking into account that the mineral resources available in the mine site are found further from the shaft feeding point. Based on the conclusions carried out in several studies, the Company has changed its underground hauling strategy starting January 1st, 2023. From this date onwards, all hauling is being carried out using trucks. The truck fleet has been increased per shift with new units and the shaft is on care and maintenance. This reorganization process affected 18 workers from operation and shaft maintenance areas; most of whom were assigned to other positions within the mine operation.

Several projects are in progress to optimize the long term value of the El Valle Tailings Storage Facility (the “El Valle TSF”). During fiscal 2022, Orovalle initiated the permitting process for the elevation of the facility 30 meters above the current authorized maximum level. The permitting process continues in progress, and the Company expects a positive outcome during 2023. The Company is also working to implement a definitive geotechnical wall treatment for the long term to the legacy open pit wall where the El Valle TSF is located. The stabilization project started late fiscal 2022. During the first quarter of fiscal 2023 the Company decided to temporarily suspend the project to introduce changes in the design. Additional geotechnical studies are currently in progress and the Company expects to complete the engineering and restart the earth moving in the second half of 2023, subject to the acquisition of lands in the surrounding and the completion of the permitting process. The lack of capacity to store tailings in the El Valle TSF due to permitting or technical issues could impact the Company’s ability to maintain production at El Valle.

Orovalle Financial Performance

Revenue from Orovalle for the third quarter of fiscal 2023 increased by 30% to $24.0 million on sales of 11,404 ounces of gold, 0.7 million pounds of copper, and 26,635 ounces of silver from $18.5 million for the third quarter of fiscal 2022 on sales of 8,980 ounces of gold, 1.1 million pounds of copper and 32,401 ounces of silver.

Mining costs increased by 3% from $17.0 million for the third quarter of fiscal 2022 to $17.4 million for the third quarter of fiscal 2023.

Income before tax for the third quarter of fiscal 2023 was $2.0 million compared with a loss of $0.4 million for the third quarter of fiscal 2022.

Total capital expenditures at El Valle during the third quarter of fiscal 2023 were $3.1 million, compared to $2.9 million during the third quarter of fiscal 2022. Capital expenditures in the third quarter of fiscal 2023 consisted substantially of primary development, mining equipment and the legacy open pit wall stabilization.

Total COC[1] (by-product) of $1,392 per ounce of gold sold for the third quarter of fiscal 2023 were $263 or 16% lower than third quarter of fiscal 2022. Total AISC[1] (by-product) of $1,712 per ounce of gold sold for the third quarter of fiscal 2023 were $373 or 18% lower than third quarter of fiscal 2022.

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1 C ash costs per ounce (COC) and All-in Sustaining Costs (AISC) per ounce are Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section.

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Orovalle Growth Exploration

3,935 meters were drilled during the third quarter of fiscal 2023, with the following distribution:

	Meters Q3 2023	Comments
		517 m were drilled in Boinas South continuing with mineral definition in a garnet
Boinas South	517	skarn between 200 and 250 levels
		1,061 m were completed to define the stopes included in FY2024 mine plan and
Boinás Skarn	1,256	195 m were completed in one drill hole looking for skarn mineralization in deeper levels
Boinas East	1,312	923 m infill drilling and 389 m brownfield drilling targeting to extend the orebody to the Northwest and completingthe definition around level 0
Greenfield drilling
Ortosa Godán	850	2 drill holes were completed in thequarter. Results are under review.

The program continues focused on converting the inferred material into measured and indicated material. Additionally, Orovalle intends to continue with the exploration programs to look for new mineralized areas and new resources.

Ms. Guadalupe Collar (European Geologist), who supervised the explorations programs, is responsible for all aspects of the work, including the quality control/quality assurance program. Ms. Guadalupe Collar, Chief of Geology at Orovalle, is a qualified person as defined in NI 43-101 and has approved all of the geological scientific and technical information relating to Orovalle disclosed in this MD&A.

EMIPA

Through its wholly-owned subsidiary, Empresa Minera Paititi S.A. (“EMIPA”), the Company owns and operates Don Mario under a number of concessions in the Don Mario district located in south-eastern Bolivia. Fiscal 2009 marked the last year of six years of production from the Company’s LMZ underground gold mine at Don Mario with some gold production from lower-grade open pit satellite deposits and lower grade stockpiles continuing into fiscal 2010 and 2011. From 2012 to the end of 2016, EMIPA mined the UMZ as an open-pit mine. From 2016 to 2018, EMIPA mined new material at the upper extension of the LMZ as an open-pit mine. Mining activity transitioned to Cerro Felix after LMZ. During the fourth quarter of fiscal 2019, mining activities transitioned from Cerro Félix to open pit operations in Las Tojas. In the first quarter of fiscal 2020 the Company made a decision to temporarily suspend mining and milling operations. Since then, Don Mario continues in care and maintenance, transitioning to the Oxides Stockpile Project, consisting of a plant expansion to treat ore stockpiled from previous years of mining activity.

The following table includes operating and financial performance data for EMIPA for the periods set out below:

below:
	Q3 2023	Q2	2023	Q3 2022	YTD 2023	YTD 2022
Financial Performance_(in 000’s, except per_		share
amounts)
Mining costs	$875		$821	$894	$2,543	$2,869
Income (loss) before tax	($1,269)	($718)		($1,439)	($3,016)	($4,124)
Capital expenditures	$169		$102	$775	$259	$1,657

EMIPA Operating Performance

Production in the third quarter of fiscal 2023 was nil, similar to the third quarter of fiscal 2022.

EMIPA Financial Performance

Revenue from EMIPA was $nil million in the third quarter of fiscal 2023, and in the third quarter of fiscal 2022.

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Mining costs of $0.9 million for the third quarter of fiscal 2023, a similar amount compared with the third quarter of fiscal 2022.

Loss before tax for the third quarter of fiscal 2023 was $1.3 million compared with loss before tax of $1.4 million for the third quarter of fiscal 2022.

Total capital expenditures at Don Mario in the third quarter of fiscal 2023 were $0.2 million compared with $0.8 million in the third quarter of fiscal 2022. Capital expenditures related primarily to the Oxides Project.

EMIPA Exploration and Mine Life Extension

Subject to the favorable completion of technical, economic and funding analysis, the OSP is expected to provide three full production years for Don Mario. During fiscal 2022 the Company completed the quality assurance (metallurgical) testing, engineering plans and CAPEX and OPEX estimates. In the first quarter of fiscal 2023, EMIPA initiated the process for the issuance of a $47 million Bond Program in the Bolivian stock market. Conditional upon closing the Bonds Program issuance and completing rest of the funding, EMIPA expects OSP construction to start in the first quarter of fiscal 2024. OSP is projected to operate for 35 months, starting after a 13-month construction period.

In 2019, the Company commenced an evaluation of re-processing tailings to determine the viability of recovering metal from material deposited in the tailing impoundment since the commencement of production at Don Mario. 1,022.5 meters of infill drilling were completed during fiscal 2022, to improve the tailings mineral resource category, and a new mineral resource estimate was disclosed in the 2022 Annual Information Form. Next phase of the project will be additional metallurgical testing.

New reprocessing and interpretation of historical geological data was completed in December 2020. As a result, a new comprehensive exploration program was launched in the fourth quarter of fiscal 2021. During fiscal 2022, exploration (mapping, geochemical and geophysical sampling) was carried out in two previously unexplored areas of Las Tojas and Oscar sectors. Resulting data has been processed, analyzed and evaluated, and the Company is planning trenching and additional geochemical/geophysical lines in both sectors.

Orvana Argentina

On May 14, 2019, the Company entered into a purchase agreement with Compañía Minera Taguas S.A. (the “Vendor”) pursuant to which Orvana agreed to acquire the Taguas property (“Taguas”) located in the Province of San Juan, Argentina. The Vendor is a related party, as it is indirectly owned by Orvana’s 51.9% shareholder. Orvana Argentina S.A. was incorporated on December 9, 2020 as a subsidiary of the Company to complete the acquisition of the Taguas property. On May 21, 2021 the Company completed the requisite steps to transfer ownership of the Taguas property to Orvana Argentina S.A. The Toronto Stock Exchange ("TSX") has provided acceptance of the acquisition. In consideration for 100% of Taguas, Orvana granted the Vendor an indivisible net smelter royalty equal to 2.5% on all future metals production mined from Taguas. Taguas consists of 15 mining concessions over an area of 3,273.87 ha. It is located in the Province of San Juan, Argentina, on the eastern flank of the Andes, between 3,500 m to 4,300 m above sea level.

On February 11, 2022 the Company filed the "Preliminary Economic Assessment NI 43-101 Technical Report on the Taguas Heap Leach Project San Juan, Argentina” (the “Taguas PEA”), prepared in accordance with National Instrument 43-101 - "Standards of Disclosure for Mineral projects". The Taguas PEA refers only to the oxidized gold-silver mineralization occurring near surface in Cerro Taguas. The report is available for review on SEDAR (www.sedar.com) and on the Company's website (www.orvana.com).

The first phase of infill drilling on Taguas, focused on oxides, started late December 2021 and was completed by May 2022. The Company updated the resource modelling, and latest estimation of mineral resources is reported in the Annual Information Form of the Company in December 2022. Orvana is currently analyzing a strategic option to combine Oxides and Sulphides in a larger undertaking strategy. Fiscal 2023 is being dedicated to enhance the analytics of the sulphides zone of the deposit. Once the oxides – sulphides combined opportunity is understood, a potential next phase of the infill drilling campaign will be designed.

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Geochronology of Cerros Taguas deposit and baseline environmental studies are currently in progress.

Mr. Raúl Álvarez (European Geologist), who supervised the Taguas drilling program, is responsible for all aspects of the work, including the quality control/quality assurance program. Mr. Raúl Álvarez, Director of Exploration and Technical Services, is a qualified person as defined in NI 43-101 and has approved all of the geological scientific and technical information relating to Taguas Project disclosed in this MD&A.

Market Review and Trends

Metal Prices

The market prices of gold and copper are primary drivers of Orvana’s earnings and ability to generate Free Cash Flows[1] . During third quarter of fiscal 2023, gold traded in a range from $1,900 to $2,048 per ounce and averaged $1,977 per ounce compared with $1,872 per ounce in third quarter of fiscal 2022. Orvana’s average gold realized price[1] in the third quarter of fiscal 2023 was $1,978 per ounce, as compared to $1,881 per ounce in third quarter of fiscal 2022. The Company derived approximately 87% of its revenue from sales of gold in the third quarter of fiscal 2023.

Copper prices during the third quarter of fiscal 2023 traded in a range of $3.56 to $4.125 per pound and averaged $3.85 per pound compared with $4.32 per pound during the third quarter of fiscal 2022. Orvana’s average copper realized price [1] in the third quarter of fiscal 2023 was $3.87 per pound, as compared to $4.40 per pound in the third quarter of fiscal 2022. The Company derived approximately 11% of its revenue from sales of copper in the third quarter of fiscal 2023.

Currency Exchange Rates

The results of Orvana’s operations are affected by US dollar exchange rates. Orvana’s largest exposure is to the Euro/US Dollar exchange rate. The Company incurs operating and administration costs at Orovalle in Euros, while revenue is denominated in US dollars. Orvana’s Euro costs decreased year over year, with the Euro to US Dollar exchange rate moving from an average of 1.11 in the nine months of fiscal 2022 to 1.06 in the nine months of fiscal 2023. As a result of foreign exchange movements, mining costs at El Valle were lower by approximately $2.3 million in the nine months of fiscal 2023 compared with the nine months of fiscal 2022.

The Company has a minor exposure in Argentina, as its functional currency is US Dollar and the balance at quarter-end, in Argentinian Pesos is not significant.

Orvana also has a minor exposure to the Canadian dollar and the Swedish krona through corporate administration costs. Orvana’s exposure to the US Dollar to Bolivianos exchange rate is limited as this exchange rate has not fluctuated significantly during previous reporting periods.

1 Free Cash Flow and Realized Prices are a Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

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FINANCIAL CONDITION REVIEW

Balance Sheet Review

The following table provides a comparison of key elements of Orvana’s balance sheet at June 30, 2023 and September 30, 2022.

and September 30, 2022.
(in 000’s)	June 30, 2023	September 30, 2022
Cash and cash equivalents	$5,664	$6,544
Restricted cash (short term)	$96	$96
Non-cash working capital(1)	$(10,542)	$(8,155)
Total assets	$130,208	$128,784
Total liabilities	$76,055	$74,602
Shareholders’ equity	$54,153	$54,182

(1) Working capital represents current assets of $27.5 million excluding cash and cash equivalents and short-term restricted cash less $32.2 million in current liabilities composed of accounts payable, provision for statutory obligations and accrued liabilities, income taxes payable and derivative instruments (not including current debt).

Total assets increased by $1.4 million from $128.8 million at September 30, 2022 to $130.2 million at June 30, 2023, primarily as a result of the increases in (i) inventory of $3.4 million, (ii) other assets for $0.01 million, (iii) reclamation bonds of $0.9 million, (iv) property, plant and equipment of $0.9 million, and (v) deferred income tax asset of $1.1 million and all these offset with the decreases in (i) cash and restricted cash of $1.1 million, (ii) gold and concentrate receivable of $0.6 million, and (iii) VAT receivables and prepaid expenses of $1.1 million, and (iv) Income tax receivables of $2.1 million.

Total liabilities increased by $1.5 million to $76.1 million at June 30, 2023 from $74.6 million at September 30, 2022 primarily as a result of increases in (i) accounts payable and accrued liabilities for $2.0 million, (ii) provision for statutory obligations for $0.1 million, (iii) lease obligations for $1.3 million, (iv) income tax payable for 0.2 million, (v) asset retirement obligation for $2.2 million, and (vi) other longterm liabilities of $0.4 million, offset by decreases in(i) debt for $2.6 million, and (ii) long-term compensations for $2.1 million.

Orovalle Bank debt

• Revolving facilities

In May 2020, Orovalle obtained a revolving credit facility with Bankinter S.A (“Bankinter”) for an amount of €1.5 million ($1.6 million) for a yearly renewable term, and bearing an annual interest of EURIBOR 12 month + 1.95 %.

In May 2022, Orovalle obtained an additional revolving credit facility with Bankinter S.A. (“Bankinter”) for an amount of €0.8 million ($0.9 million) for a three-month renewable term. This facility has no interest, and it is subject to a 1.25% opening fee. In August 2022 this revolving credit facility was increased to €1million ($1.1 million).

As of June 30, 2023 these revolving facilities had a balance of $2.7 million (September 30, 2022 – $2.4 million).

• Spanish Banking Facility – Orovalle

In January 2019 Orovalle closed a syndicated credit facility for a total amount of €6 million ($6.5 million). In May 2019, Orovalle increased the facility by €2 million ($2.2 million), achieving a total aggregated amount of €8 million ($ 8.7 million). During the second quarter of fiscal 2023 Orovalle completed the repayment of this facility.

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 COVID-19 related facilities – Orovalle

As part of the Spanish national program to mitigate economic impacts caused by the COVID-19 pandemic, the Spanish Government offered guarantee lines to the Spanish banking sector through the Official Credit Institute “ICO”, to facilitate companies to access funding. Since April 2020 Orovalle obtained several financing facilities with this guarantee from the Spanish Credit Institute. The detail of proceeds and repayments of each one is described below:

		Principal	Proceeds up until	Repayments up until	Outstanding balance
Facility	Bank	(000s)	June 30, 2023	June 30, 2023	June 30, 2023
			(000s)	(000s)	(000s)
Loan	Bankinter	€ 1,000	€ 1,000	€ 1,000	€ -
	Bankinter	500	500	500	-
	Sabadell	1,500	1,500	1,500	-
	BBVA	800	800	800	-
	Sabadell	547	547	547	-
	Sabadell	350	350	350	-
Revolving line	BSCH	1,800	1,800	7	1,793
Totals (€ 000s)		€ 6,497	€ 6,497	€4,704	€1,793
Totals($000s)		$7,060	$7,060	$5,112	$1,948

 Bankia Loan - Orovalle

In February 2021, Orovalle entered into a loan with Bankia. The principal amounted to €0.5 million ($0.6 million) at a fixed annual interest rate of 1.3%. This loan matured in February 2023. As of June 30, 2023, this loan has been fully repaid.

 Bankinter Loan - Orovalle

In December 2021, Orovalle entered into a loan with Bankinter. The principal amounted to €0.5 million ($0.5 million) at a fixed annual interest rate of 1.5%. This loan matures in December 2023. For the nine-month period ended June 30, 2023, the Company paid $0.2 million in principal (total accumulated principal repayments of $0.4 million).

 Syndicated Loan – Orovalle and Iberia

In December 2021, Orovalle and Orvana Minerals Iberia entered into a syndicated Loan with BBVA and Sabadell. The detail of proceeds and repayments of this loan is described below:

		Principal	Proceeds up until	Repayments up until	Outstanding balance
		(000s)	June 30, 2023	June 30, 2023	June 30, 2023
Facility	Bank		(000s)	(000s)	(000s)
Loan	BBVA	€ 7,500	€ 7,500	€ 2,813	€ 4,687
	Sabadell	7,500	7,500	2,812	4,688
Totals (€ 000s)		€ 15,000	€ 15,000	€ 5,625	€ 9,375
Def. financing fees (€ 000s)		-	-	-	€ (254)
Totals (€ 000s) - net		€ 15,000	€ 15,000	€ 5,625	€ 9,121
Totals($000s)		$16,299	$16,299	$6,112	$9,911

The Company’s obligations to the lenders are secured by the pledge of all of Orvana’s shares of Orovalle and Orvana Minerals Iberia. Amongst other obligations, the ratio net finance debt to EBITDA[1] calculated based on the aggregated financial information of Orovalle and Iberia, must be, throughout the life of the financing, less than 3.5. At June 30, 2023 Orovalle and Orvana Minerals Iberia were in compliance with these covenants.

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 Sabadell Loan – Orovalle

In May 2022, Orovalle entered into a loan with Banco Sabadell. The principal amounted to €0.3 million ($0.3 million) at an annual variable interest rate of EURIBOR 12 month + 0.55%. This loan matures in May 2024. For the nine-month period ended June 30, 2023, the Company paid $0.1 million in principal (total accumulated principal repayments of $0.2 million).

 BBVA Loan 1M€ – Orovalle

In August 2022, Orovalle entered into a loan with Banco Bilbao Vizcaya Argentaria SA (BBVA). The principal amounted to €1.0 million ($1.1 million) at an annual variable interest rate of EURIBOR 3 month + 1.35%. This loan matures in August 2024. For the nine-month period ended June 30, 2023, the Company paid $0.3 million in principal (total accumulated principal repayments of $0.5 million).

 BBVA Loan 0.9M€ – Orovalle

In October 2022, Orovalle entered into a loan with Banco Bilbao Vizcaya Argentaria SA (BBVA). The principal amounted to €1.0 million ($1.0 million) at an annual variable interest rate of EURIBOR 3 month + 1.35%. This loan matures in October 2024. For the nine-month period ended June 30, 2023, the Company paid $0.3 million in principal.

• Caja Rural de Asturias Loan 0.6M€ – Orovalle

In June 2023, Orovalle entered into a loan with Caja Rural. The principal amounted to €0.6 million ($0.7 million) at an annual fixed interest rate of 4.25%. This loan has an 80% guarantee of the Spanish Government (guarantee lines to the Spanish banking sector through the Official Credit Institute “ICO”) and matures in June 2024.

• Fabulosa Loan 0.5M€ – Orvana

In April 2023, Orovalle entered into a loan with Fabulosa Mines Ltd. (the controlling shareholder). The principal amounted to $0.5 million at an annual fixed interest rate of 8%. This loan has a financing fee of 1%, and matures in October 30, 2023.

Shareholders’ Equity

Shareholders’ equity at June 30, 2023 was $54.2 million, similar to the balance as at September 30, 2022. The table below sets out the number of each class of securities of the Company outstanding at June 30, 2023 and as at the date hereof:

	At June 30,2023
Common Shares	136,623,171

Derivative Instruments

The Company has no outstanding derivative instruments at June 30, 2023. The Company recorded fair value adjustments on its derivative instruments as follows:

		For the three	months ended	For the nine	months ended
			June 30,		June 30,
In 000s USD		2023	2022	2023	2022
Change in fair value(gain)	$	293	358	249	871

• 1 EBITDA is a Non-GAAP Financial Performance Measure. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

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Capital Resources

At June 30, 2023, the Company had cash and cash equivalents of $5.7 million and restricted cash of $0.1 million. The Company considers its capital employed to consist of shareholders’ equity (including share capital, contributed surplus and retained earnings), total debt and lease liabilities, net of cash and cash equivalents as follows:

(in 000s)	June 30, 2023	September 30, 2022
Shareholders’ equity	$ 54,153	$ 54,182
Revolving facilities – Orovalle	2,717	2,427
Spanish banking facility – Orovalle	-	964
COVID-19 related facilities – Orovalle	1,948	2,589
Bankia Loan – Orovalle	-	112
Bankinter Loan – Orovalle	132	294
Syndicated Loan – Orovalle and Iberia	9,911	12,363
Sabadell Loan – Orovalle	137	223
BBVA Loan 1M€ – Orovalle	654	953
BBVA Loan 0.9M€ – Orovalle	680	-
Caja Rural Loan 0.6M€ - Orovalle	652	-
Loan from Fabulosa	510
Lease liabilities	1,576	294
	73,070	74,401
Less: Cash and cash equivalents	(5,664)	(6,544)
Capital employed	$67,406	$67,857

The Company’s financial objective when managing capital is to ensure that it has the cash and debt capacity and financial flexibility to fund its ongoing business objectives including operating activities, investments and growth in order to provide returns for shareholders. In order to maintain or adjust the capital structure, in addition to using cash flows from operating activities for this purpose, the Company may issue new shares or obtain additional debt.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the Company’s operating and financial performance and current outlook for the business and industry in general. The Company’s alternatives to fund future capital needs include cash flows from operating activities, debt or equity financing or adjustments to capital spending. The capital structure and these alternatives are reviewed by management and the board of directors of the Company on a regular basis to ensure the best mix of capital resources to meet the Company’s needs.

The Company manages capital through its operating and financial budgeting and forecasting processes. The Company reviews its working capital and forecasts its future cash flows on a periodic basis, based on operating expenditures and other investing and financing activities. The forecast is regularly updated based on the results of each unit. Information is regularly provided to the board of directors of the Company.

Due to the ongoing social and economic uncertainties, the Company’s strategy for fiscal 2023 is to manage its existing capital resources and liquidity in a prudent fashion, to meet all of its existing debt repayment obligations. Refer to “Significant social and economic uncertainties” and “Outlook” sections.

Cash Flows, Commitments, Liquidity and Contingencies

Cash Flows

Total cash and cash equivalents as at June 30, 2023 was $5.7 million, representing $0.9 million lower cash than at September 30, 2022. Short-term restricted cash was $0.1 million at June 30, 2023, which is the same amount as at September 30, 2022. The Company’s total debt was $17.3 million at June 30, 2023. This compares with total debt as at September 30, 2022 of $19.9 million.

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The following table summarizes the principal sources and uses of cash for the periods specified below:

(in 000’s)	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Cash provided by (used in) operating
activities before changes in non-cash
working capital	$4,496	$5,040	($1,161)	$12,184	$2,394
Cash provided by (used in) operating
activities	8,676	1,262	859	13,625	(4)
Cash provided by (used in) investing
activities(1)	(4,969)	(1,282)	(6,787)	(9,448)	(14,951)
Cash provided by (used in) financing
activities	(1,516)	(662)	(3,442)	(5,314)	7,694
Change in cash	$2,191	($682)	($9,370)	($1,137)	($7,261)

(1) These amounts are presented on a cash basis. Each reported period excludes unpaid capital expenditures incurred in the period which will be paid in subsequent periods and includes capital expenditures incurred in prior periods and paid for in the applicable reported period. See “Cash Flows, Commitments and Liquidity - Capital Expenditures”.

Orvana’s primary source of liquidity continues to be from operating cash flows. Cash flows provided by operating activities before changes in non-cash working capital were $4.5 million for third quarter of fiscal 2023 compared with $1.2 million used in the third quarter of fiscal 2022. Cash flows provided by operating activities were $8.7 million for the third quarter of fiscal 2023 compared with $0.9 million for the third quarter of fiscal 2022.

Significant drivers of the change in operating cash flow are production and realized gold and copper prices on sales[1] . Future changes in the market price of gold and copper, either favourable or unfavourable, will continue to have a material impact on the Company’s cash flows and liquidity. The principal uses of operating cash flows have been working capital and the funding of the Company’s planned capital expenditures.

Cash used in investing activities was $5.0 million in the third quarter of fiscal 2023 compared with $6.8 million in the third quarter of fiscal 2022. Capital expenditures drive the majority of cash flows used in investing activities.

Cash used in financing activities was $1.5 million in the third quarter of fiscal 2023 compared with cash used for $3.4 million in the third quarter of fiscal 2022.

1 Free Cash Flow and unitary cash costs are Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

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Capital Expenditures

The following table sets forth Orvana’s capital expenditures for the periods specified below for El Valle and Don Mario:

and Don Mario:
(in 000’s)	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
El Valle	$3,051	$2,979	$2,929	$8,853	$8,110
Don Mario	169	102	775	259	1,657
Corporate	12	-	-	21	2
Taguas	62	78	1,611	172	3,821
Sub-total capital expenditures	$3,294	$3,159	$5,315	$9,305	$13,590
Accountspayable adjustments(1)	$1,677	($1,657)	$1,788	$255	2,480
Total capital expenditures(1)	$4,971	$1,502	$7,103	$9,560	$16,070

(1) These amounts are presented on a cash basis. Each reported period excludes unpaid capital expenditures incurred in the period which will be paid in subsequent periods and includes capital expenditures incurred in prior periods and paid for in the applicable reported period. Since 2020 this adjustment includes the elimination of IFRS16 assets adjusted in CAPEX.

At El Valle, capital expenditures in third quarter of fiscal 2023 consisted mainly of primary development, mine equipment and the stabilization of the legacy open pit wall. Capital expenditures at Don Mario consisted of studies and consulting for the Oxides Project. Capital expenditures at Orvana Argentina are related to exploration and evaluation costs of the Taguas Project.

Due to the ongoing social and economic uncertainties worldwide, Capital expenditures programs are being reviewed companywide. Refer to “Significant social and economic uncertainties” and “Outlook” sections.

Other Commitments

The Company’s current contractual obligations are summarized in the following table:

As at June 30, 2023		Payment	Due by Period
		Less than 1
(In 000s)	Total	Year	1-3 Years	4-5 Years	After 5 Years
Bank debt – Orovalle(1)	$12,922	$9,328	$3,594	-	-
Bank debt – Iberia (50% of Syndicated)(1)	$5,284	$2,151	$3,133	-	-
Finance leases	$1,618	$330	$1,288	-	-
Operating leases	$227	$227	-	-	-
Accounts Payable	$25,664	$25,664	-	-	-
Statutory Labor Obligations	$446	$87	$359	-	-
Long-term compensation	$2,494	$2,136	-	-	$358
Total contractual obligations	$48,655	$39,923	$8,374	$-	$358

(1) Debt payments include interests.

Royalties

Production from El Valle Mines has been subject to a 3% net smelter return royalty (“NSR”) since 2008, with the NSR rate decreasing to 2.5% for any quarter in which the average price of gold is below $1,100 per ounce. During the nine months of fiscal 2023, Orovalle and the NSR holder entered into discussions regarding the terms of the NSR. The Company accrued $0.6 million and $2.1 million in relation to this NSR Royalty for the three and nine months ended June 30, 2023 (June 30, 2022 - $0.8 million and $2.2 million). The total balance accrued and unpaid at the end of the quarter is $2.9 million. Final amounts under this category are subject to the outcome of discussions in progress.

Production from Don Mario Mine is subject to a 3% NSR payable quarterly. Royalty expense under this NSR were $nil and $nil for the three and nine months ended June 30, 2023 (June 30, 2022 - $nil and $nil). The Bolivian government collects a mining royalty tax on the revenue generated from copper, gold and silver sales from Don Mario Mine at rates of 5%, 7% and 6%, respectively. These amounts were $nil and $nil for the three and nine months ended June 30, 2023 (June 30, 2022 - $nil and $nil).

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Liquidity

Orvana’s primary sources of liquidity in the third quarter of fiscal 2023 were operating cash flows, generating cash of $4.5 million from operating activities before changes in non-cash working capital. During the third quarter of fiscal 2023, Orvana provided $8.7 million cash from operating activities, and used cash for $1.5 million in financing activities and $5.0 million in investing activities.

As at June 30, 2023, the Company had cash of $5.7 million, and together with forecasted operating cash flow, the reimbursement of VAT balances, the renewal of current revolving lines and the renewal of credit lines with vendors, expects to cover the Company’s commitments due in less than one year of $40 million.

Operating costs continue impacted by high prices for energy, consumables and services driven by inflationary pressures initially related to global supply chain constraints, and then exacerbated by the conflict in Ukraine. Spain’s Central Bank forecasted in June 2023 consumer prices to surge 3.2% in 2023 and 3.6% in 2024. The Company expects that this inflationary scenario is temporary and will not affect Orovalle’s results in the medium to longer term in a material way.

At EMIPA, operations are in care and maintenance. Capital expenditures in respect to the Oxides Stockpile Project would only be incurred should financing acceptable to the Company is realized.

At Argentina, the Company completed during fiscal 2022 the first phase of the infill drilling program. The Company would continue the campaign only if capital resources and liquidity are available.

The Company’s cash flow forecasts are developed using best available information at the time of their preparation and rely on certain material assumptions, such as gold and copper market prices and the ability to achieve planned production of gold and copper. There can be no assurances that the Company’s cash flow forecasts will not change materially in the future and that the effect of changes to the Company’s forecasts, if negative, could result in future financing requirements for the Company.

If (i) unanticipated events occur that may impact the Company’s operations and/or (ii) if the Company does not have adequate access to financing on terms acceptable to the Company, the Company may need to take additional measures to increase its liquidity and capital resources, including obtaining additional debt or equity financing, pursuing joint-venture partnerships, equipment financings or other receivables financing arrangements. The Company may experience difficulty in obtaining satisfactory financing terms. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on Orvana’s results of operations or financial condition.

The Company’s strategy for the fiscal 2023 is to manage its existing capital resources and liquidity in a prudent fashion to sustain ongoing capital projects and exploration programs.

The Company has been pursuing a number of initiatives in order to meet its objectives of optimizing production, lowering unitary cash costs[1] , maximizing Free Cash Flow[1] , extending the life-of-mine of its operations and growing its operations to deliver shareholder value.

1 Free Cash Flow and unitary cash costs are Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

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Contingencies

• (a) The Company’s mining and exploration activities are subject to various government laws and regulations relating to the protection of the environment. Spanish Water Authority has taken the position that the levels of selenium in the river flowing past El Valle Mine exceed the levels permitted by applicable regulations as a result of discharges attributed to Orovalle which may not be in compliance with certain of Orovalle’s permits. Orovalle has received approximately €1 million ($1 million) in fines relating to these matters and may face further additional fines or other sanctions, including the revocation or suspension of certain permits, in the future. Orovalle is appealing the outstanding fines totalling €0.6 million ($0.7 million) and the enforcement of certain fines has been suspended pending the related criminal matter. A criminal court of Asturias has conducted since fiscal 2015, an investigation into the potential commission by Orovalle of a reckless crime under the Spanish penal code relating to these matters. After the conclusion of the investigation phase, the Court notified in the third quarter of fiscal 2020 the opening of the oral trial. The request of the Prosecutor and the State's Attorney acting in this Process includes a fine of up to €20 million ($21.8 million) and the eventual withholding of Orovalle's operations until it is demonstrated that the alleged polluting activity has ceased. The petition also includes a €5 million ($5.4 million) indemnity for civil liability. At this time, the state prosecutor has petitioned these sanctions against Orovalle in respect of this matter. Orovalle has filed its preliminary statement of defence requesting for the dismissal of the allegations on the basis that, among other things, there is an absence of a committed offence. The process to resolve this matter is ongoing, and as of the date of this MD&A, no final decision by the courts have been rendered in respect of this matter. A date for the commencement of the oral trial had been set for March 2021. Due to procedural matters, on March 1, 2021, the trial has been rescheduled to an undetermined date in the future. In connection with the pending oral trial, the Court set a requirement on Orovalle to provide a bond in the amount of €7 million ($7.6 million) as warranty for contingent liabilities, subject to the outcome of the oral trial. Orovalle has appealed the bond requirement. The appeal is in progress as of date hereof. Individuals have been excluded from any charges, and this case relates only to Orovalle at this time. If Orovalle is ultimately found responsible, monetary penalties, amongst other sanctions, may be applied. These sanctions could have a material impact on the Company.

• (b) During first quarter of fiscal 2020, the Company suspended mining and milling operations at EMIPA, as a result of higher than expected ore-grade operational mining dilution in Las Tojas area, with more narrow, erratic and discontinued mineralized structures, which resulted in uneconomic unitary cost per ounce. As a result of the suspension of operations, during the second quarter of fiscal 2020 EMIPA implemented a labor restructuring process that affected 182 employees. The process was managed according to the terms defined by applicable laws in Bolivia. A group of 84 former employees affected by the restructuring process (the “Former Employees”) decided not to accept the dismissal terms provided for under applicable employment laws in Bolivia. In respect of these Former Employees, EMIPA proceeded to deposit into a judicial account the compensation benefits to which the aforementioned employees were entitled within the period established by law and according to the terms defined by the local regulation.

As a result of filings by the Former Employees to dispute the dismissal process, the Labor Authority notified EMIPA in July 2020 by way of Reinstatement Resolutions that the Former Employees should be reinstated to their original job positions with the payment of the wages accrued since their dismissal (the “Original Reinstatement Resolutions”). EMIPA subsequently filed Constitutional Appeals to dispute the Original Reinstatement Resolutions on the basis that the dismissal process conducted by EMIPA during the restructuring process is in full compliance with applicable employment laws. In June 2021, the Constitutional Court ruled in favor of EMIPA instructing the correction of identified errors in the Original Reinstatement Resolutions, because of not considering the suspension of operations as force majeure causing the restructuring process.

Since then, the Labor Authority has reissued Reinstatement Resolutions (the “Amended Reinstatement Resolutions”) on three separate occasions (June 2021, January 2022 and May 2022) trying to correct the errors identified by Constitutional Court. The Constitutional Court determined that the Labor Authority’s Amended Reinstatement Resolutions on June 2021 and

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January 2022 did not adequately address the deficiencies identified by the Constitutional Court. The Labor Authority reissued its Amended Reinstatement Resolutions for a third time on May 2022 to address the Constitutional Court’s ruling. As the May 2022 Amended Reinstatement Resolutions still did not adequately consider EMIPA’s force majeur reasons for implementing the labor restructuring, EMIPA filed a complaint to the Constitutional Court to direct the Labor Authority to consider EMIPA’s force majeur arguments. The Constitutional Court has issued a sentence instructing the Ministry of Labor to issue new resolutions determining the existence of force majeure, and therefore recognizing that EMIPA’s dismissal of the Former Employees in 2020 was valid and in compliance with applicable laws. As at the date of this report, the Labor Authority has not issued new Reinstatement Resolutions that have complied with the Constitutional Court rulings. In January 2023 EMIPA received new reinstatement resolutions from the Labor Authority, but in this case based on the new Bolivian Law No. 1468, which was implemented to maintain the employment rights during the COVID-19 pandemic. EMIPA has subsequently appealed the matter, arguing that the labor restructuring process was necessary as a result of the suspension of operations, and that it was not COVID-19 related.

In parallel to the administrative jurisdiction, the Former Employees started four criminal complaints against the General Manager of EMIPA, for not reinstating them to EMIPA notwithstanding that the Constitutional Court nullified the Original Reinstatement Resolutions issued by the Labor Authority. Despite the Original Reinstatement Resolutions having been nullified by the Constitutional Court, three of the four complaints continued in progress at the criminal jurisdiction. Two of the three complaints that progressed under the criminal jurisdiction were declared not criminally related, and directed to the labor jurisdiction. Former Employees filed a constitutional appeal regarding these two complaints that were declared not criminally related. The Former Employees won the constitutional appeal, and therefore the files returned to the criminal jurisdiction. EMIPA has subsequently appealed the matter, arguing that these complaints are not within the criminal jurisdiction. Regarding the third of three outstanding complaints, the prosecutor rejected the case as a criminal matter, and is now in the process of being closed. Notwithstanding the status of the matters described in this paragraph, upon the Labor Authority complying with the Constitutional Court’s ruling in favour of EMIPA (as described in the previous paragraph), any remaining criminal complaints against the General Manager of EMIPA will be nullified as there will be no basis for such complaints. The status of the legal proceedings described under this paragraph and the previous paragraph is a summary of a report provided by EMIPA’s external legal counsel.

As at the date of this report, 68 employees continue with their claim for reinstatement. The Company continues defending vigorously its position, as the restructuring process was implemented because of the suspension of operations, and in full compliance with all the applicable laws in Bolivia. Considering the strength of EMIPA’s arguments and all the positive rulings obtained as of today, the Company expects a positive outcome of the process. If EMIPA has to ultimately reinstate the Former Employees, it could have a material impact on the Company.

• (c) At June 30, 2023, reclamation bonds at Orovalle were €7.7 million. Additional reclamation bonds could be required by the Government of the Principality of Asturias, as part of the process of updating the environmental permit of the El Valle Tailings Facility. According to preliminary information, the reclamation bond to cover the execution of the restoration plan of the Orovalle Operation would increase to the total of €8.3 million. Final amounts are subject to the outcome of the permitting process in progress.

• (d) The Company and certain of its employees may be involved in other legal proceedings from time to time, arising in the ordinary course of its business. The amount of ultimate liability with respect to these actions, in the opinion of management, is not expected to materially affect the Company’s financial position, results of operations or cash flows. The Company does not believe that the outcome of any of the matters not recorded in the consolidated financial statements, individually or in aggregate, would have a material adverse effect.

• (e) The Company is, from time to time, involved in various tax assessments arising in the ordinary course of business. The Company cannot reasonably predict the likelihood or outcome of these

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actions. The Company has recognized tax provisions from any uncertain tax positions identified. Management re-evaluates the outstanding tax assessments regularly to update their estimates related to the outcome for those assessments.

SUMMARY OF QUARTERLY RESULTS

The following two tables include results for the eight quarters ended June 30, 2023:

(in 000’s, except per share amounts)	Quarters ended
	Q3 2023 Q2 2023 Q1 2023 Q4 2022
Revenue Net income (loss) Gain (loss) per share (basic and diluted) Total assets Total financial liabilities(1)	$23,998 $22,304 $22,978 $27,713 ($89) ($472) $134 ($6,157) ($0.00) $0.00 $0.00 ($0.05) $130,208 $130,300 $129,260 $128,784 $18,917 $20,146 $19,072 $20,219
	Q3 2022 Q2 2022 Q1 2022 Q4 2021
Revenue Net income (loss) Loss per share (basic and diluted) Total assets Total financial liabilities(1)	$18,450 $21,872 $26,633 $25,220 ($1,838) ($6,162) $440 ($1,249) ($0.01) ($0.05) $0.00 ($0.01) $138,883 $148,278 $151,434 $145,207 $22,986 $26,316 $27,219 $14,936

(1) Financial liabilities include current and long-term portions of debt, obligations under finance leases and derivative liabilities.

FINANCIAL AND OTHER RISKS AND UNCERTAINTIES

Financial Risks

The Company’s activities expose it to a variety of financial market risks (including commodity price risks, currency risk and interest rate risk), credit risks, liquidity risks, financing risks and other risks. Enterprise risk management is carried out by management of the Company under policies approved by the board of directors thereof. Management identifies and evaluates the financial risks in co-operation with the Company’s operating units. The Board of Directors of the Company reviews management’s risk management programs and provides oversight on specific areas. The Company’s overall risk management program seeks to minimize potential adverse effects on the Company’s financial and operating performance.

Other Risks

The Company identified a variety of additional risks and uncertainties in the most recent Annual Information Form (“AIF”) including, but not limited to, (i) mineral resources and reserves estimates and replacement of depleted reserves, (ii) production estimates, (iii) development, capital projects and operations of mines, (iv) competition, (v) acquisitions and divestitures, (vi) title matters, (vii) water supply, (viii) regulatory and other risk, (ix) permits, (x) environmental, health and safety regulations, (xi) political and related risks, (xii) insurance, (xiii) reliance on key personnel and labor relations, (xiv) community relations and license to operate, (xv) litigation, (xvi) conflicts of interest, (xvii) controlling shareholder, and (xviii) share trading volatility.

In respect of regulatory and other risks and environmental regulations risks, see “Contingencies” above.

For a more detailed discussion of such financial and other business risks, please see the “Risk Factors” in Orvana’s most recent AIF at www.sedar.com.

The mining industry worldwide is being impacted by economic and geopolitical concerns. For a more detailed discussion of such risks, refer to “Significant social and economic uncertainties” section.

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OTHER INFORMATION

Critical Accounting Estimates

The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities at the date of the financial statements and the reported amounts of certain revenues and expenses during the period. Actual results could differ significantly from those estimates. Specific items requiring estimates are mineral reserves, accounts receivable, property, plant and equipment, depreciation and amortization, forward metals prices, decommissioning liabilities, future income taxes, stock-based compensation and other accrued liabilities and contingent liabilities.

Net Realizable Amounts of Property, Plant and Equipment and impairment assessment

The Company performs impairment indicators assessments for its property, plant and equipment periodically. At the end of the third quarter of fiscal 2023, the Company prepared discounted cash flow models to estimate the fair value for EMIPA and Orovalle cash generation units, using the value in use approach. The Company estimated that the net recoverable amounts are greater than the carrying values of the respective net assets at June 30, 2023.

In developing an estimate of the value-in-use, cash flows were forecasted over the life of mine considering key assumptions such as recoverable resources (based on estimated quantities of mineral resource and the Company’s ability to convert resources in reserves), future commodity prices for gold, silver and copper, future production and sales volume, future operating, capital and reclamation costs in accordance with the current life of mine plans, foreign exchange rates, and discount rates. Discount rates used were estimated considering the specific risk profile per country. Future forecasted commodity prices are a key assumption in estimating forecasted cash flows and were obtained from independent sources. Reserves and resources are estimated based on National Instrument 43-101 compliant reports produced by qualified persons.

Management used a long-term price per ounce of gold of between $1,997 to $2,147 and long-term price per pound of copper of $3.93 to $3.95 to perform its impairment assessments as at June 30, 2023. A 5% decrease in price per ounce in gold (all else equal) would have resulted in no impairment. A 5% decrease in price per pound in copper (all else equal) would have resulted in no impairment. Management used long-term Euro/USD exchange rates, obtained from independent sources, between 1/1.10 to 1/1.13 to perform its impairment assessments for Orovalle as at June 30, 2023. A 5% devaluation of the annual Euro/USD exchange rates (all else equal) would have resulted in no impairment.

Decommissioning Liabilities

			Undiscounted Cash Flows			Discounted Cash Flows
			Required to Settle	Discount		Required to Settle
As at June 30, 2023			Decommissioning Liabilities	Rate		Decommissioning Liabilities
In 000’s
	El Valle(1)	$	20,887	3.42%	$	15,844
	Don Mario(1)	$	8,334	3.70%	$	6,921
	Total	$	29,221		$	22,765

(1) The discount rate used to measure decommissioning liabilities is based on current interest rates of government bonds of the applicable country and of term that matches the time period to the commencement of the decommissioning liability being incurred.

Decommissioning liabilities relate to the dismantling of the mine facilities and environmental reclamation of the areas affected by mining operations. Mine facilities include structures and the tailings dam. Environmental reclamation requirements include mine water treatment, reforestation and dealing with soil contamination.

It is possible that the Company’s estimates of the ultimate amounts required to decommission its mines could change as a result of changes in regulations, the extent of environmental remediation required, the means of reclamation, cost estimates or the estimated remaining ore reserves. The table sets out

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the Company’s estimates of the undiscounted and discounted cash flows required to settle such decommissioning liabilities in respect of Orovalle and EMIPA at June 30, 2023.

- Long term Compensation

The Company established a Deferred Share Unit (“DSU”) plan, effectively a phantom stock plan, for directors, effective October 1, 2008. For grants subsequent to December 1, 2015, the fair value of the units issued is expensed over the fiscal year in which they are issued and is included in long-term compensation expense under general and administrative expenses in the statement of income. The fair value of the DSUs is marked to the quoted market price of Common Shares at each reporting date and changes in their fair value are also recorded under general and administrative expenses. Payouts are settled in cash within a specified period following a director's departure, based on the market price of the Common Shares at exercise.

The Company established a Restricted Share Unit (“RSU”) plan, effectively a phantom stock plan, for designated executives, effective October 1, 2008. The initial fair value of units issued is expensed and is included in long-term compensation expense under general and administrative expenses in the statement of income. The fair value of the RSUs is marked to the quoted market price of the Common Shares at each reporting date and changes in their fair value are recorded under general and administrative expenses. Payouts are settled in cash after a specified period of vesting, based on the market price of the Common Shares at vesting.

The Company established a Share Appreciation Rights (“SAR”) plan for designated executives, effective in respect of fiscal 2013. Unless otherwise determined by the directors of the Company, designated participants are granted SARs in such number equal to two times the number of RSUs granted to such participant in respect of compensation for a particular fiscal year. The Initial Fair Market Value as defined in the SAR plan is determined based on the closing price of the Common Shares on the date of grant. The fair value of the SARs is measured using an option pricing model at each period end, and to the extent that employees have rendered services over a three-year vesting period, an expense is recorded under general and administrative expenses in the statement of net income over such vesting period. Vested SARs may be exercised provided there has been an appreciation in the market price of the Common Shares from the Initial Fair Market Value on the grant date and payouts are settled in cash as vested SARs are exercised.

Determination of Life of Mine (LOM) Plans and ore reserves and resources

Estimates of the quantities of ore reserves and resources form the basis for our LOM plans, which are used for a number of important business and accounting purposes, including: the calculation of depletion expense; for forecasting the timing of the payment of mine closure and restoration costs and for the assessment of impairment charges and the carrying values of assets. In certain cases, these LOM plans have made assumptions about our ability to obtain the necessary permits required to complete the planned activities. The Company determines mineral resources and reserves under the principles incorporated in the Canadian Institute of Mining, Metallurgy and Petroleum standards for mineral reserves and resources, known as the CIM Standards.

The information is regularly compiled by Qualified Persons and reported under National Instrument 43101, Standards of Disclosure for Mineral Projects (“NI-43-101”).

There are numerous uncertainties inherent in estimating mineral resources and reserves, and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and resources and may, ultimately, result in reserves and resources being restated.

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Gold prices

The net loss of $0.4 million for the nine months of fiscal 2023 would be impacted by changes in average realized gold prices[1] on gold ounces sold. A 5% increase/decrease in average realized gold prices[1] would affect the gross revenue by an increase/decrease of approximately $3.1 million.

Copper prices

The net loss of $0.4 million for the nine months of fiscal 2023 would be impacted by changes in average realized copper prices[1] . A 5% increase/decrease in average realized copper prices would affect gross revenue by an increase/decrease of approximately $0.6 million.

________

1 Realized Prices are Non-GAAP Financial Performance Measures. For further information and detailed reconciliations, please see the “Non-GAAP Financial Performance Measures” section of this MD&A.

Internal Controls over Financial Reporting and Disclosure Controls and Procedures

Management is responsible for the design and effectiveness of disclosure controls and procedures (“DC&P”) and the design of internal control over financial reporting (“ICFR”) to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to the Company’s certifying officers.

As part of the Internal Audit Plan, and to assist in assessing the completeness and accuracy of the Company’s NI 52-109 requirements, Orvana is conducting an evaluation of the design and operating effectiveness of the internal control environment, as well as operational testing of key controls during both interim and year-end periods.

The Company uses the Internal Control – Integrated Framework (COSO 2013 Framework) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to design its ICFR. Based on a review of internal control procedures at the end of the period covered by this MD&A, management believes its internal controls and procedures are appropriately designed as at June 30, 2023.

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation, nor were there any significant deficiencies or material weaknesses in the Company’s internal controls requiring material corrective actions. Management of the Company was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The result of the inherent limitations in all control systems means no evaluation of controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, have been detected and that all of the objectives of the internal controls over financial reporting have been achieved or will be achieved in the future.

Non-GAAP Financial Performance Measures

Gold equivalent ounces (GEO)

Gold equivalent ounces, or GEO, is calculated by converting the production of silver and copper into gold using a ratio of the prices of these metals to that of gold and then adding the result to the gold production. The prices used calculate the ratio are based on the average market prices of silver and copper during the period of reference.

Free Cash Flow

Free cash flow is a non-GAAP financial performance measure that deducts capital expenditures from net cash provided by operating activities. Management believes this to be a useful indicator of our ability to operate without reliance on additional borrowing or usage of existing cash.

Free cash flow is intended to provide additional information only and does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measure is not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate this

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measure differently. The following table reconciles this non-GAAP financial performance measure to the most directly comparable IFRS measure.

Orvana Consolidated	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Net cash provided by operating activities before working capital changes	$4,496	$5,040	($1,161)	$12,184	$2,394
Less CAPEXpaid	$4,971	$1,502	$7,103	$9,560	$16,070
**Free Cash Flow **	($475)	$3,538	($8,264)	$2,624	($13,676)

COC and AISC

Total cash costs per ounce (COC), all-in sustaining costs (AISC) per ounce are non-GAAP financial performance measures which are calculated based on the definition published by the World Gold Council (a market development organization for the gold industry comprised of and funded by gold mining companies from around the world, the "WGC"). The WGC is not a regulatory organization. Management uses these measures to monitor the performance of our gold mining operations and its ability to generate positive cash flow, both on an individual site basis and an overall company basis.

The Company believes that these performance measures more fully define the total costs associated with producing gold, copper and silver, however, these performance measures have no standardized meaning. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

COC include total production cash costs incurred at the Company’s mining operations, which form the basis of the Company’s cash costs. AISC includes COC plus sustaining capital expenditures, corporate administrative expenses, costs of community relations, exploration and evaluation costs and reclamation cost accretion. The Company believes that this measure represents the total costs of producing gold from current operations and provides the Company and other stakeholders of the Company with additional information relating to the Company’s operational performance and ability to generate cash flows. As the measure seeks to reflect the full cost of gold production from current operations, new project capital is not included in AISC. The Company reports these measures on a gold-ounces sold basis.

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Orvana Consolidated	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Cash operating costs and all-in sustaining
costs (by-product)(1)(in 000’s)
Total mining costs (sales based)	$18,280	$18,205	$17,873	$55,325	$60,774
Deductions, refining, treatment, penalties,
freight & othercosts	1,806	2,229	1,935	6,341	5,727
Sub-total -other operating costs	$1,806	$2,229	$1,935	$6,341	$5,727
Copper sales - gross revenue value	(2,696)	(4,918)	(3,401)	(12,778)	(15,012)
Silver sales - gross revenue value	(636)	(919)	(651)	(2,550)	(2,480)
Other by-product gross revenue value			-	0	-
Sub-total by-product revenue	($3,332)	($5,837)	($4,052)	($15,328)	($17,492)
Cash operating costs	$16,754	$14,597	$15,756	$46,338	$49,009
Corporate general & administrative costs	321	100	(474)	1,580	3,048
Community costs (current operations)			35	0	107
Reclamation, accretion & amortization	409	416	360	1,188	1,023
Exploration and study costs (sustaining)			0	0	(29)
Primary development (sustaining)	1,892	1,408	1,567	4,921	4,355
Other sustaining capital expenditures(2) (3)	1,171	1,614	1,378	3,979	3,772
All-insustaining costs	$20,547	$18,135	$18,622	$58,006	$61,285
Au/oz sold	11,404	9,581	8,980	31,784	29,619
Cash operating costs ($/oz) gold	$1,469	$1,524	$1,754	$1,458	$1,655
All-insustaining costs ($/oz) gold	$1,802	$1,893	$2,074	$1,825	$2,069

(1) Costs are reported per ounce of gold sold in the period.

(2) Sustaining capital expenditures are those expenditures which do not increase annual gold ounce production at a mine site and excludes all expenditures at the Company’s projects and certain expenditures at the Company’s operating sites which are deemed expansionary in nature.

(3) Capital expenditures include unpaid capital expenditures incurred in the period.

The following table provides a reconciliation of COC and AISC (by-product) per ounce of gold sold for Orovalle for the periods set out below:

Orovalle	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Cash operating costs and all-in sustaining
costs (by-product)(1)(in 000’s)
Total mining costs	$17,405	$17,384	$16,979	$52,782	$57,905
Deductions, refining, treatment, penalties,
freight & other costs	1,806	2,229	1,935	6,341	5,727
Sub-total-other operating costs	$1,806	$2,229	$1,935	$6,341	$5,727
Copper sales - gross revenue value	(2,696)	(4,918)	(3,401)	(12,778)	(15,012)
Silver sales-gross revenue value	(636)	(919)	(651)	(2,550)	(2,480)
Sub-total by-product revenue	($3,332)	($5,837)	($4,052)	($15,328)	($17,492)
Cash operating costs	$15,879	$13,776	$14,862	$43,795	$46,140
Corporate general & administrative costs	260	(889)	637	(552)	2,236
Community costs (current operations)	0	0	0	0	0
Reclamation, accretion & amortization	346	355	300	1,001	842
Primary development (sustaining)	1,892	1,355	1,567	4,811	4,355
Other sustaining capital expenditures(2) (3)	1,148	1,607	1,362	3,927	3,754
All-in sustaining costs	$19,525	$16,204	$18,728	$52,982	$57,327
Au/oz sold	11,404	9,581	8,980	31,784	29,619
Cash operating costs ($/oz) gold	$1,392	$1,438	$1,655	$1,378	$1,558
All-in sustaining costs ($/oz) gold	$1,712	$1,691	$2,085	$1,667	$1,935

(1) Costs are reported per ounce of gold sold in the period.

(2) Sustaining capital expenditures are those expenditures which do not increase annual gold ounce production at a mine site and excludes all expenditures at the Company’s projects and certain expenditures at the Company’s operating sites which are deemed expansionary in nature.

(3) Capital expenditures include unpaid capital expenditures incurred in the period.

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Q3 2022 and YTD 2022 financial performance information have been revised for comparative purposes. Refer to Note 3 of the Consolidated Financial Statements for the year ended September 30, 2022, for detail of the revision.

EBITDA

EBITDA is a non-GAAP financial performance measure, which excludes the following from net earnings:

• Income tax expense;

• Taxes provisions;

• Finance costs and income;

• Write-offs;

• Impairment adjustments; and

• Depreciation.

Management believes that EBITDA is a valuable indicator of our ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations, and fund capital expenditures. Management uses EBITDA for this purpose.

The following table provides a reconciliation of EBITDA to the Company’s consolidated financial statement for their respective periods:

(in 000’s)	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Net income (loss)	($89)	($472)	($1,838)	($427)	($7,561)
Less:
Finance costs	(478)	(443)	(289)	(1,170)	(1,035)
Income taxes	(125)	88	1,062	1,123	1,847
Depreciation, amortization and write-offs	(4,622)	(3,828)	(3,229)	(11,913)	(10,278)
VATprovision in Argentina	(28)	(39)	-	(117)	-
EBITDA	$5,164	$3,750	$618	$11,650	$1,905

Q3 2022 financial performance information has been revised for comparative purposes. Refer to Note 3 of the Consolidated Financial Statements for the year ended September 30, 2022, for detail of the revision.

Realized price per ounce/pound

Realized price is a non-GAAP financial measure which excludes from sales treatment and refining charges. We believe this provides investors and analysts with a more accurate measure with which to compare to market gold prices and to assess our gold sales performance. For those reasons, management believes that this measure provides a more accurate reflection of our Company’s past performance and is a better indicator of its expected performance in future periods.

The realized price measure is intended to provide additional information, and does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measure is not necessarily indicative of sales as determined under IFRS. Other companies may calculate this measure differently. The following table reconciles realized prices to the most directly comparable IFRS measure.

Gold	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Gross revenue $000s(a)	$22,895	$19,411	$16,924	$61,298	$55,812
Ounces sold(b)	11,575	10,238	8,998	32,842	30,269
Liquidation adjustments(Oz.)	(171)	(657)	(18)	(1,058)	(650)
Net ounces sold	11,404	9,581	8,980	31,784	29,619
Realizedpriceper ounce(a)/(b)	$1,978	$1,896	$1,881	$1,866	$1,844

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Copper	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Gross revenue $000s(a)	$2,929	$4,646	$4,959	$12,072	$15,791
Pounds sold(000s) (b)	757	1,145	1,128	3,143	3,573
Liquidation adjustments(000s Lb.)	(11)	(24)	(8)	(48)	(23)
Net Pounds sold(000s)	746	1,122	1,120	3,095	3,550
Realizedpriceperpound	$3.87	$4.06	$4.40	$3.84	$4.42
Silver(1)	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Gross revenue$000s(a)	$629	$854	$759	$2,390	$2,584
Ounces sold(b)	25,921	37,444	32,989	106,868	111,121
Liquidation adjustments(Oz.)	715	2,701	(588)	3,668	(4,061)
Net ounces sold	26,635	40,145	32,401	110,536	107,061
Realizedpriceper ounce(a)/(b)	$24.27	$22.80	$23.00	$22.36	$23.26
(1) Silver not disclosed in Consolidated Results table due to its low materiality.
Gross revenue vs Net revenue
reconciliation	Q3 2023	Q2 2023	Q3 2022	YTD 2023	YTD 2022
Gross revenue$000s	$26,453	$24,910	$22,642	$75,761	$74,187
Liquidation & mark to market adjustments	$(649)	$(377)	$(2,257)	$(140)	$(1,504)
Deductions & other	$(1,806)	$(2,229)	$(1,935)	$(6,341)	$(5,728)
Net revenue	$23,998	$22,304	$18,450	$69,280	$66,955

Other Information

Other operating and financial information with respect to the Company, including the AIF, is available on SEDAR at www.sedar.com and on the Company’s website at www.orvana.com.

Cautionary Statements – Forward-Looking Information

Certain statements in this MD&A constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, potentials, future events or performance (often, but not always, using words or phrases such as “believes”, “expects”, “plans”, “estimates” or “intends” or stating that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “are projected to” be taken or achieved) are not statements of historical fact, but are forward-looking statements.

The forward-looking statements herein relate to, among other things, Orvana’s ability to achieve improvement in Free Cash Flow[1] ; the ability to maintain expected mining rates and expected throughput rates at El Valle plant; the potential to extend the mine life of El Valle and Don Mario beyond their current life-of-mine estimates including specifically, but not limited to in the case of Don Mario, the processing of the mineral stockpiles (OSP) and the reprocessing of the tailings material; Orvana’s ability to optimize its assets to deliver shareholder value; the Company’s ability to optimize productivity at Don Mario and El Valle; EMIPA’s ability to finance the OSP, including without limitation, the completion of the planned bonds issuance program in the Bolivian stock market; EMIPA’s ability to complete the construction of the OSP in a timely manner and operate same for the estimated periods; Orovalle’s ability to complete the permitting process of the El Valle Technical Storage Facility increasing the storage capacity; Orovalle’s ability to complete the stabilization project of the legacy open pit wall; estimates of future production, operating costs and capital expenditures; mineral resource and reserve estimates; statements and information regarding future feasibility studies and their results; future transactions; future metal prices; the ability to achieve additional growth and geographic diversification; future financial performance, including the ability to increase cash flow and profits; and future financing requirements and mine development plans.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject

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to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of the Company contained or incorporated by reference in this MD&A, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein or as otherwise expressly incorporated herein by reference as well as: there being no significant disruptions affecting operations, whether due to labour disruptions, supply disruptions, power disruptions, damage to equipment or otherwise; permitting, development, operations, expansion and acquisitions at El Valle and Don Mario being consistent with the Company’s current expectations; political developments in any jurisdiction in which the Company operates being consistent with its current expectations; certain price assumptions for gold, copper and silver; prices for key supplies being approximately consistent with current levels; production and cost of sales forecasts meeting expectations; the accuracy of the Company’s current mineral reserve and mineral resource estimates; labour and materials costs increasing on a basis consistent with Orvana’s current expectations; and the availability of necessary funds to execute the Company’s plan. Without limiting the generality of the foregoing, this MD&A also contains certain "forward-looking statements" within the meaning of applicable securities legislation, including, without limitation, statements with respect to the results of the Company’s exploration activities, including but not limited to drilling results and analyses, the mineral resource estimation, conceptual mine plan and operations, internal rate of return, sensitivities, taxes, net present value, potential recoveries, design parameters, operating costs, capital costs, production data and economic potential; the timing and costs for production decisions; permitting timelines and requirements; exploration and planned exploration programs; the potential for discovery of additional mineral resources; timing for completion of a feasibility study; timing for first gold production at Taguas; identifying additional resources beyond the replenishment of annual depletion rates at El Valle for the extension of mine life; completion of the infill drilling program at Taguas; making a decision on the oxides stockpile at Don Mario in a timely manner; and the Company's general objectives and strategies.

A variety of inherent risks, uncertainties and factors, many of which are beyond the Company’s control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include Orvana’s ability to prevent and/or mitigate the impact of COVID-19 and other infectious diseases at or near our mines; the Company’s ability to support the sustainability of its business including through the development of crisis management plans, increasing stock levels for key supplies, monitoring of guidance from the medical community, and engagement with local communities and authorities; the general economic, political and social impacts of the continuing conflict between Russia and Ukraine, our ability to support the sustainability of our business including through the development of crisis management plans, increasing stock levels for key supplies, monitoring of guidance from the medical community, and engagement with local communities and authorities; fluctuations in the price of gold, silver and copper; the need to recalculate estimates of resources based on actual production experience; the failure to achieve production estimates; variations in the grade of ore mined; variations in the cost of operations; the availability of qualified personnel; the Company’s ability to obtain and maintain all necessary regulatory approvals and licenses; the Company’s ability to use cyanide in its mining operations; risks generally associated with mineral exploration and development, including the Company’s ability to continue to operate the El Valle and/or ability to resume long-term operations at the Carlés Mine; the Company’s ability to successfully implement a sulphidization circuit and ancillary facilities to process the current oxides stockpiles at Don Mario; the Company’s ability to successfully carry out development plans at Taguas; sufficient funding to carry out development plans at Taguas and to process the oxides stockpiles at Don Mario and/or ability to resume long-term operations at the Carlés Mine; the Company’s ability to acquire and develop mineral properties and to successfully integrate such acquisitions; the Company’s ability to execute on its strategy; the Company’s ability to obtain financing when required on terms that are acceptable to the Company; challenges to the Company’s interests in its property and mineral rights; current, pending and proposed legislative or regulatory developments or changes in political, social or economic conditions in the countries in which the Company operates; general economic conditions worldwide, including fluctuating operational cost, such as, but not limited to, power supply cost and evolving inflation rates; current and future environmental matters; and the risks identified in the Company’s AIF under the heading “Risks and Uncertainties”. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements and reference should also be made to the Company’s AIF for a description of additional risk factors.

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The forward-looking statements made in this MD&A with respect to the anticipated development and exploration of the Company’s mineral projects are intended to provide an overview of management’s expectations with respect to certain future activities of the Company and may not be appropriate for other purposes.

Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions and, except as required by law, the Company does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. Readers are cautioned not to put undue reliance on forward-looking statements.

Cautionary Notes to Investors – Reserve and Resource Estimates

In accordance with applicable Canadian securities regulatory requirements, all mineral reserve and mineral resource estimates of the Company disclosed in this MD&A have been prepared in accordance with NI 43-101, and classified in accordance with Canadian Institute of Mining Metallurgy and Petroleum's "CIM Standards on Mineral Resources and Reserves Definitions and Guidelines" (the "CIM Guidelines").

Pursuant to the CIM Guidelines, mineral resources have a higher degree of uncertainty than mineral reserves as to their existence as well as their economic and legal feasibility. Inferred mineral resources, when compared with measured or indicated mineral resources, have the least certainty as to their existence, and it cannot be assumed that all or any part of an inferred mineral resource will be upgraded to an indicated or measured mineral resource as a result of continued exploration. Pursuant to NI 43101, inferred mineral resources may not form the basis of any economic analysis, including any feasibility study. Accordingly, readers are cautioned not to assume that all or any part of a mineral resource exists, will ever be converted into a mineral reserve, or is or will ever be economically or legally mineable or recovered.

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