Gold Mountain Mining Corp.

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MANAGEMENT DISCUSSION & ANALYSIS YEARS ENDED JANUARY 31, 2023 AND 2022

Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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MANAGEMENT DISCUSSION & ANALYSIS ........................................................................................................................... 1 CORPORATE OVERVIEW ......................................................................................................................................................... 1 SUMMARY RESULTS AND HIGHLIGHTS ............................................................................................................................... 1 COMPANY OUTLOOK .............................................................................................................................................................. 2 ELK GOLD MINE ........................................................................................................................................................................ 3 EXTERNAL PERFORMANCE DRIVERS AND RISKS .............................................................................................................. 5 COMMUNITY ENGAGEMENT .................................................................................................................................................. 7 ELK MINE OPERATIONS .......................................................................................................................................................... 7 EXPLORATION ACTIVITY ........................................................................................................................................................ 9 CONSOLIDATED FINANCIAL RESULTS ............................................................................................................................... 10 FOURTH QUARTER ................................................................................................................................................................. 11 SUBSEQUENT EVENTS .......................................................................................................................................................... 11 LIQUIDITY, CAPITAL RESOURCES AND CAPITAL MANAGEMENT ................................................................................. 12 OFF-BALANCE SHEET ITEMS ............................................................................................................................................... 13 OUTSTANDING SHARE INFORMATION .............................................................................................................................. 14 QUARTERLY INFORMATION ................................................................................................................................................. 14 SELECTED ANNUAL INFORMATION .................................................................................................................................... 15 NON-IFRS MEASURES ........................................................................................................................................................... 15 COMMITMENTS AND CONTINGENCIES ............................................................................................................................. 17 RELATED PARTY TRANSACTIONS ...................................................................................................................................... 17 RISK FACTORS ........................................................................................................................................................................ 18 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS ................................................................................................ 18 RECENT ACCOUNTING PRONOUNCEMENTS AND CHANGES ........................................................................................ 19 FINANCIAL INSTRUMENTS .................................................................................................................................................. 19 CONTROLS AND PROCEDURES ........................................................................................................................................... 20 FORWARD-LOOKING STATEMENTS .................................................................................................................................... 21 NOTE TO U.S. INVESTORS .................................................................................................................................................... 22 TECHNICAL INFORMATION .................................................................................................................................................. 22

Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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MANAGEMENT DISCUSSION & ANALYSIS

This Management Discussion and Analysis (“MD&A”) of Gold Mountain Mining Corp. (the “Company” or “Gold Mountain”) contains information that management believes is relevant to an assessment and understanding of the Company’s consolidated financial position and the results of its consolidated operations for the years ended January 31, 2023 and 2022. This MD&A should be read in conjunction with the Company’s audited financial statements for the years ended January 31, 2023 and 2022, which are prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A is dated April 27, 2023.

Additional information including this MD&A, the audited consolidated financial statements for the years ended January 31, 2023 and 2022, press releases, and other corporate fillings are available on SEDAR, www.sedar.com, and on the Company’s website, www.gold-mountain.ca.

This MD&A contains certain non-IFRS measures. The Company believes that these measures, in addition to information prepared in accordance with IFRS, provides investors with useful information to assist in their evaluation of the Company’s performance and ability to generate cash flow from its operations. While these measures are intended to provide additional information, they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS, as they do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers. For further information, refer to the section Non-IFRS Measures within this MD&A.

This MD&A contains forward-looking statements and should be read in conjunction with the risk factors outlined in the Risks and Uncertainties and Forward-Looking Statements sections. This MD&A provides management’s analysis of historical financial and operating results and provides estimates of the Company’s future financial and operating performance based on information currently available. Actual results will vary from estimates and variances may be significant. Readers should be aware that historical results are not necessarily indicative of future performance.

All amounts are in Canadian Dollars (“$"), unless otherwise stated. References denoted as “US $” are to the United States Dollar.

The following additional abbreviations may be used within this MD&A: General and Administrative Expenses (“G&A”); Property, Plant, and Equipment (“PPE”); Asset Retirement Obligation (“ARO”); Gold (“Au”); Silver (“Ag”); Troy Ounces (“oz”); Grams per Tonne (“g/t”); Tonnes (“t”); Hectares (“ha”); and Metres (“m”). In addition, throughout this MD&A, the reporting periods for the three months ended January 31, 2023 and 2022 are condensed to Q4 2023 and Q4 2022, respectively, and the years ended January 31, 2023 and 2022 are abbreviated as YE 2023 and YE 2022, respectively.

CORPORATE OVERVIEW

Gold Mountain is a gold mining, mine development, and exploration company. Its flagship property is the Elk Gold Mine (“Elk Mine”) located in British Columbia, Canada, which began revenue generating mining operations during the year ended January 31, 2023. An overview of the Elk Mine, including a description of the project, operational activities, and other relevant information is provided throughout this MD&A.

The Company was incorporated under the Business Corporations Act of British Columbia on November 5, 2018. The registered head office and principal address of the Company is 1285 West Pender Street, Suite 1000, Vancouver, British Columbia, Canada, V6E 4B1. The Company’s common shares trade on the Toronto Stock Exchange under the symbol “GMTN”, on the Frankfurt Stock Exchange under the ticker “5XFA” and on the OTCQB Venture Market under the stock symbol “GMTNF”.

SUMMARY RESULTS AND HIGHLIGHTS

Summary Operational Results

Summary Operational Results
Q4 2023 Q4 2022 YE 2023	YE 2022
Ore mined and crushed (t) 10,627 - 44,809 Waste mined (t) 239,761 - 1,557,959 Total mined (t) 250,388 - 1,602,768 Ore grade mined (g/t) 5.52 - 4.07 Strip ratio waste/ore 22.6 - 34.8 Gold ounces produced (oz) 1,942 - 5,680 Gold ounces sold (oz) 2,056 - 5,644	- - - - - - -

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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Summary Financial Results

Summary Financial Results
Q4 2023 Q4 2022 YE 2023	YE 2022
Revenue $ 4,141,813 $ - $ 10,908,467 Cost of sales (2,977,800) - (10,840,314) Mine operating income 1,164,013 - 68,153 Net income (loss) and comprehensive income (loss) 41,412 (2,073,803) (4,864,408) Net income (loss) per share – basic and diluted 0.00 (0.03) (0.06) Adjusted EBITDA1 606,022 (1,284,838) (2,284,381)	$ - - - (12,415,293) (0.19) (6,031,842)
Average realized gold price1($/oz) 1,982 - 1,908 Total Cash Costs1($/oz) $ 1,334 $ - $ 1,796	- $ -

Q4 2023 Highlights

Gold production of 1,942 oz from 10,627 tonnes of ore grading 5.52 g/t
Gold sales of 2,056 oz at an average realized gold price[1] of $1,982, generating total revenue of $4.1 million
● Mine operating income of $1.2 million
Net income of $0.04 million, or $0.00 per share (compared to a net loss of $2.1 million the prior comparable quarter, or $0.03 loss per share)
Total Cash Costs[1] per ounce sold of $1,334
Successfully improved on operating and financial metrics over the past two quarters with Q4 2023 results achieving the Company’s lowest strip ratio, highest mined grade, and record gold ounces sold. The Company anticipates seeing continued improvements into the new fiscal year.

YE 2023 Highlights

Gold production of 5,680 oz from 44,809 tonnes of ore grading 4.07 g/t
Gold sales of 5,644 oz at an average realized gold price[1] of $1,908, generating total revenue of $10.9 million
● Mine operating income of $0.07 million
Net loss of $4.9 million, or $0.06 loss per share (compared to a net loss of $12.4 million in YE 2022, or $0.19 loss per share)
Total Cash Costs[1] per ounce sold of $1,796
Transitioned from a development company to a permitted operating gold mine
Closing cash balance at January 31, 2023 of $3.2 million (compared to $2.6 million at January 31, 2022)

COMPANY OUTLOOK

The Company continues to focus on the Elk Mine and reviewing overall efficiencies and enhancements learned over the course of the initial year of operations. The ultimate goal is to continue to improve the accuracy of grade forecasting, generate a greater understanding of the ore body through additional in-fill drilling programs, improve drilling and blasting designs, and improve sampling techniques and scale ore mining operations to the Elk Mine’s Phase 1 production profile of 70,000 tonnes of ore per year. The Company continues to also evaluate approaches to mine more efficiently and more selectivity with geology and operations working together to optimize vein exposure and reduce excess dilution helping lead to higher overall average grades mined. The Company anticipates continuing to see improvements in accuracy of grade forecasting and increased consistency in mining operations.

In addition to the above mine optimization programs, the Company continues to work with the respective governing bodies to obtain the necessary permits for the expansion of mining operations from the current 70,000 tonnes permitted to 324,000 tonnes per year, as contemplated in the 2021 PEA (further discussed in the section Elk Gold Mine ). A majority of the proposed expansion of the Elk Mine involves transitioning to underground mining in the future. In order to do so, the Company must rehabilitate the historic underground decline that was developed by previous owners, and is currently flooded, and additionally develop new underground infrastructure. The Company has begun early engagement with surrounding Indigenous Communities in order to pro-actively address any community concerns. The Company is aware of and acknowledges each respective Indigenous Nation’s decision-making process that will continue independently from the federal and provincial regulatory regimes. Timing and analysis of the underground development is currently ongoing.

1 This is a non-IFRS financial measure, for further information refer to Non-IFRS Measures section in this MD&A.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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Gold Mountain was encouraged by the results of its metallurgical test work program completed in 2022 which indicated the potential for including a gravity concentration process into the production assaying procedure. Following the initial test work, the Company has initiated a 6-week trial program in collaboration with New Gold Inc. whereby production assays samples from the Elk Mine are being assayed by the gravity concentration process in parallel to the existing production assay procedure to better understand the variances between the two methods and confirm if the newly proposed method more accurately represents all of the potential nuggets present in the Elk Mine ore. If the results of this 6-week trial period continue to demonstrate that the gravity assay process improves the accuracy of the assay procedure, the Company anticipates revising the sampling and assaying standard operating procedures which forms the basis of the commercial terms between Gold Mountain and New Gold Inc.

Lastly, the Company continues to evaluate all current and historic geological information, which will inform the Company’s updated resource estimate and preliminary economic assessment anticipated to be completed prior to the end of calendar 2023.

ELK GOLD MINE

Terms on Acquisition

The Company completed its acquisition of the Elk Mine from Equinox Gold Corp. (“Equinox”) in May 2019 for total consideration of $10 million payable as follows:

Cash of $1 million payable at the closing date (completed); and
A secured, non-interest bearing, promissory note for $9 million payable in annual installments of $3 million commencing two years from closing (of which $6 million has been paid as at January 31, 2023, and only the final installment of $3 million remains outstanding and due on May 16, 2023)

In the event of default on non-payment of the promissory note, the outstanding amount shall bear interest at a rate of 10% per annum, payable monthly from the date of default until the earlier of (i) the date of repayment or (ii) the date of default is cured. The promissory note is a direct first ranking secured obligation of the Company in priority to all current and future debt and other liabilities of the Company and in priority to all equity securities of the Company of any nature whatsoever. If the Company defaults on the payment of the promissory note, Equinox has the right to take possession of the Elk Gold Mining Corp common shares (Gold Mountain’s wholly-owned subsidiary that owns title to the Elk Mine). Equinox subsequently assigned the Elk Mine acquisition agreement to Sandbox Royalties Corp. (“Sandbox”) on June 17, 2022.

Production from the Elk Mine is subject to a 2% net smelter return (“NSR”) royalty held by Star Royalties Ltd. A further 1% NSR royalty is payable to Don Agur on production from the Agur Option block, which is outside any of the currently identified mineralized zones.

Property Description and Land Tenure

The Elk Mine is located in south central British Columbia, Canada, approximately 325-km northeast of Vancouver and 55-km west of Okanagan Lake, midway between the cities of Merritt and West Kelowna and hosts a number of known mineralized zones which the Company continues to investigate, develop, and mine.

The project consists of 32 contiguous mineral claims covering 22,152-ha and two mining leases covering 646-ha. The 150-ha mining lease expires on September 14, 2023 and the 496-ha mining lease expires on November 17, 2023. All mineral claims are scheduled to expire on September 30, 2025, however, the claims may be maintained beyond their current expiry date by continuing to conduct work on the property at a rate of $331,321 per annum, or by cash payment in lieu at double that rate. The mining leases may be maintained by paying total yearly rental payments of $13,000 and providing an annual reclamation report that is acceptable to the Ministry of Energy, Mines, and Low Carbon Innovation (the “Ministry” or “EMLI”). The Company intends to maintain the mining leases in good standing. Surface rights are currently held by the provincial government of British Columbia.

Permitting and Reclamation

The Company currently maintains a number of key permits which allow mining and exploration at the Elk Mine including the Mine Permit M-199 (“M-199 Permit"), the Effluent Discharge Permit #106262 (“Discharge Permit”), as well as the Exploration Permit M-4-387 (“Exploration Permit”). Of note, M-199 currently allows for production of up to 70,000 tonnes per annum for the life of the mine (currently contemplated for 11 years). Gold Mountain will require additional permitting amendments to M-199 to increase total mining to approximately 324,000 tonnes per annum, as part of the mine's expansion plans in the future. The Company intends to move forward with the necessary permit amendments and is aware and acknowledges each respective

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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Indigenous Nation’s decision-making process will continue independently from the Province of British Columbia’s regulatory regime.

The M-199 Permit provides for posting a total of $15,866,700 in reclamation security in installments, as outlined below:

Within 60-days of the issuance of the M-199 Permit (December 20, 2021) - $4,592,500 (requirement met);
By October 1, 2022 – an additional $2,703,400 (requirement met);
By October 1, 2023 – an additional $2,040,800;
By October 1, 2024 – an additional $1,380,000; and
By October 30, 2024 – an additional $5,000,000.*
If the construction and commissioning of the active water treatment plant is completed to the satisfaction of the Ministry by October 30, 2024, Gold Mountain is not required to post this additional security in the amount of $5 million.

On September 2022, the Company as principal and its surety posted a second reclamation security bond in favor of the Province of British Columbia for $2,703,400, for a total cumulative reclamation security bond of $7,445,900. The Company anticipates posting additional reclamation security bonds as shown in the table above. As of January 31, 2023, the Company posted $1,290,761 in reclamation deposits.

Preliminary Economic Assessment and Resource Estimates

In November 2021, the Company filed an amended National Instrument (“NI”) 43-101 compliant independent Technical Report and Preliminary Economic Assessment (the “2021 PEA”) for the Elk Gold Project titled “National Instrument 43-101 Technical Report Updated Preliminary Assessment on the Elk Gold Project, Merritt, British Columbia, Canada” prepared by Robert G. Wilson, P.Geo, Greg Z. Mosher, P.Geo, Antonio Loschiavo, P.Eng., and Andre De Ruijter, P. Eng, each an independent “Qualified Person” as defined in NI 43-101, with an effective date of May 14, 2021, a report date of August 26, 2021 and an amended date of November 4, 2021. The table below summarizes the resource estimate at the Elk Gold Project used in the 2021 PEA:

Classification Tonnes AuEq (g/t) Au Capped(g/t) Ag Capped(g/t)	AuEq (Oz)
Measured 196,000 9.9 9.8 9.9 Indicated 3,148,000 5.8 5.7 11.2	63,000 589,000
Measured + Indicated 3,344,000 6.1 5.9 11.1	652,000
Inferred 1,029,000 4.8 4.7 10.9	159,000

Notes:

1) CIM definitions were followed for classification of Mineral Resources.

2) Mineral Resources are not Mineral Reserves and have not demonstrated economic viability.

3) Results are presented in-situ and undiluted.
4) Mineral resources are reported at a cut-off grade of 0.3 g/t Au for pit-constrained resources and 3.0 g/t for underground resources.
5) The number of tonnes and metal ounces are rounded to the nearest thousand.
6) The Resource Estimate includes both gold and silver assays. The formula used to combine the metals is: AuEq = ((Au_Cap55.810.96) + (Ag_Cap0.760.86))/(55.81*0.96)
7) The Resource Estimate is effective as of May 1, 2021.

The 2021 PEA contemplates producing an initial amount of crushed ore containing approximately 19,000 ounces of gold per year and increasing crushed ore production to contain approximately 64,000 ounces of annual gold production by Year 4. The pre and post-tax net present value (“NPV”) (5% discount) are $395 million and $231 million, respectively using a gold price of US $1,600 per ounce. The 2021 PEA assumes that for the life of mine, the mineralized material from the Elk Mine will be mined by the Company’s contract mining partner, Nhwelmen-Lake LLP and then delivered to New Gold Inc.’s New Afton Mine (“New Afton”) located approximately 130-km from the Elk Mine. Other key assumptions include a life of mine of 11 years, with total metal production of 582,080 ounces, an average life of mine gold head grade of 6.98 g/t, a life of mine strip ratio of 20.2 : 1, and gold recovery rates of 92%.

The 2021 PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the 2021 PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. For additional information, key assumptions, parameters, and sensitivities used to estimate the mineral resources and the 2021 PEA, refer to the full document available under the Company’s profile at www.sedar.com.

Resource Estimate

In January 2022, the Company filed an updated NI 43-101 compliant independent Technical Report for the Elk Gold Project titled “National Instrument 43-101 Technical Report and Resource Update on the Elk Gold Project, Merritt, British Columbia, Canada” prepared by L. John Peters, P.Geo, Gregory Z. Mosher, P.Geo, and Marinus Andre De Ruijter, P. Eng, each an independent “Qualified Person” as defined in NI 43-101, with an effective date of December 7, 2021, and a report date of January 21, 2022 (the “Technical Report”).

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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The updated NI 43-101 included a 24% increase in Measured and Indicated resources from the estimates in the 2021 PEA. The table below summarizes the updated resource estimate at the Elk Mine:

Classification Tonnes AuEq (g/t) Au Capped(g/t) Ag Capped(g/t)	AuEq (Oz)
Measured 169,000 10.4 10.3 10.9 Indicated 4,190,000 5.6 5.4 11.0	56,000 750,000
Measured + Indicated 4,359,000 5.8 5.6 11.0	806,000
Inferred 1,497,000 5.4 5.3 14.4	262,000

Notes:

1) CIM definitions were followed for classification of Mineral Resources.
2) Mineral Resources are not Mineral Reserves and have not demonstrated economic viability.
3) Results are presented in-situ and undiluted.
4) Mineral resources are reported at a cut-off grade of 0.3 g/t AuEq for pit-constrained resources and 3.0 g/t AuEq for underground resources.
5) The number of tonnes and metal ounces are rounded to the nearest thousand.
6) The Resource Estimate includes both gold and silver assays. The formula used to combine the metals is: AuEq = ((Au_Cap53.200.96) + (Ag_Cap0.670.86))/(53.20*0.96)
7) The Resource Estimate is effective as of October 21, 2021.

The resource estimate includes resources in three separate zones on the Elk Gold Project: i) the Siwash North, which comprises the majority of the estimate, ii) the Lake Zone and iii) the South Zone. For additional information, key assumptions, parameters, and sensitivities used to estimate the updated mineral resources, refer to the full document available under the Company’s profile at www.sedar.com.

For information on the data verification and key assumptions and parameters used to estimate the mineral resources, please see the Technical Report, a copy of which is available at www.sedar.com.

EXTERNAL PERFORMANCE DRIVERS AND RISKS

Price of Gold

The price of gold is a significant factor in determining the Company’s profitability, financial performance, and cash flow from operations. The price of gold is subject to volatile price fluctuations and can be affected by numerous macroeconomic conditions, including supply and demand, the value of the US dollar, interest rates, and global economic and geopolitical issues. Despite the volatility, management considers the gold price outlook for the remainder of 2023 and longer-term to be favorable and is committed to being an unhedged seller of its ore materials. Key drivers of the price of gold continue to be linked to the global economic slowdown, inflation, recent banking failures in the United States, and monetary policy concerns, and the uncertainties surrounding international supply chain disruptions.

As at January 31, 2023, the price of gold closed at $2,567/oz, up 12% from the closing price on January 31, 2022 of $2,283/oz. The average spot gold price for YE 2023 was $2,364/oz (YE 2022 - $2,248/oz). Gold prices have remained very strong and the Company expects this to continue based on precious metals analyst forecasts as the global economy slows and interest rates begin to stabilize.

Ore Purchase Agreement

The Company has strategically partnered with New Gold Inc. (“New Gold”) to sell all of its mined ore. On January 26, 2021, the Company entered into an Ore Purchase Agreement with New Gold to purchase crushed ore from the Elk Mine.

Under the agreement, the Company delivers crushed ore to New Gold’s New Afton Mine located 130-km from the Elk Gold Project near Kamloops, British Columbia. Gold Mountain will deliver up to 70,000 tonnes of crushed ore per annum or approximately 200 tonnes per calendar day. The Ore Purchase Agreement has a term of three years from the effective date (February 2022). In May 2021, the Company and New Gold signed a non-binding letter of intent contemplating the increase in tonnage to be delivered to New Afton for up to 350,000 tonnes per annum, which is expected to begin in year four of production, subject to entering into a definitive agreement with New Gold.

The crushed ore is sampled and weighed at the Elk Mine by the Company to determine the contained ounces of gold and silver being delivered to New Afton. Following delivery of the crushed ore, New Gold agrees to pay the Company on the 17th of each month following the month of delivery based on the value of the gold and silver in the crushed ore, net of the agreed metallurgical recovery and concentrate selling costs.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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Mining Contract

Gold Mountain relies on a single mining contractor for its overall mine operation. On January 19, 2021, the Company entered into a mining contract (“Mining Contract”) with Nhwelmen for contract mining services at the Elk Mine. Nhwelmen is a majority owned, First Nations mining contractor.

Pursuant to the terms of the Mining Contract, Nhwelmen is paid a fixed price per tonne mined over the first three years which is determined based on the planned production rate, mined volumes, haulage distances and equipment productivity. The Mining Contract also includes a quarterly fuel adjustment to account for fuel price variances. The scope of the Mining Contract includes mining of ore at a rate of 70,000 tonnes per annum (200 tonnes per day), waste mining, drilling, blasting, hauling, site supervision, supply of operating personnel, road maintenance, dust suppression as well as all the site preparation activities required prior to commencing mine operations, including topsoil stockpiling, and preparing surface water management structures. Nhwelmen also hauls the crushed ore from the Elk Mine to New Afton.

The Mining Contract is for the life of mine while the price schedule carries a three-year term. The obligations of the Company under the Mining Contract began in May 2021.

COVID-19 Pandemic

The COVID-19 pandemic has significantly impacted the global economy, disrupted global supply chains, and created significant volatility in the financial markets. To date, the impact of COVID-19 on Gold Mountain’s operational and financial performance has been effectively minimized through a combination of controls, strict safety protocols, and as a result of our operations being located in a well populated area, near high metropolitan areas with ample supply sources and excellent infrastructure in Canada.

These measures have included monitoring employees and contractors for illness, physical distancing measures, implementation of remote work and video conferencing, cancellation of non-essential travel, screening questionnaires, adherence to mask mandates, and routine sanitation and deep cleaning of the workplace spaces.

While the Company has not yet been significantly impacted by COVID-19, additional government or regulatory actions or inactions, in the future, around the world in jurisdictions where the Company or its suppliers operate may also have a potential economic and social impact. If the Company’s operations are disrupted or suspended because of these or other measures, it may have a material adverse effect on the Company’s business, results of operations and financial performance. The extent to which COVID-19 may impact the Company’s future business and operations will depend on future developments that are highly uncertain and cannot be accurately estimated at this time.

Early-Stage Mine Operations

Development and construction activities commenced at the Elk Mine in June 2021 and in February 2022, the Company delivered its first ore to New Afton. Mined ore is being crushed, sampled, and assayed prior to being delivered to New Afton in accordance with the terms of the Ore Purchase Agreement, which specifies the sale will be recognized upon delivery of the crushed ore.

The Company based its production decision at the Elk Mine on a preliminary economic assessment and not on a feasibility study or pre-feasibility study of mineral reserves demonstrating economic and technical viability. The Company did not complete a feasibility study or pre-feasibility study in connection with its production decision due to, among other factors, the ability to move ahead to development and production based on comparatively low initial capital costs due to foregoing the need to construct a processing facility and the Company's knowledge of the resource base. As a result, there is increased uncertainty and there are multiple technical and economic risks of failure which are associated with this production decision. These risks, among others, include the inclusion of inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves.

Furthermore, there are risks associated with areas that are analyzed in more detail in a pre-feasibility and feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts. There is no assurance given all of the known and potentially unknown risks associated with the Elk Gold Project that the Company will be able to profitably carry-on mining operations. In addition, there is no assurance that production will be profitable or that continued exploration of the Elk Gold Project will demonstrate adequate additional mineralization which can be mined economically, such that mining operations on the Elk Gold Project may not be sustainable beyond currently estimated resources or in the medium to long term or at all.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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COMMUNITY ENGAGEMENT

Over the past two years, Gold Mountain has made a concerted effort to build strong relationships with communities that are affected by the development of the Elk Mine. The Company looks forward to continued collaboration with all Indigenous Nations that have interests in the Company’s flagship project. The Company also wishes to communicate that there is no time limit on direct engagement and consultation between the Company and each respective Indigenous Nation. The Company acknowledges each respective Indigenous Nation’s decision-making process will continue independently from the Province of British Columbia.

On June 3, 2021, the Company announced that it successfully executed three memorandums of understanding with surrounding Indigenous communities, establishing a process for ongoing engagement towards social and economic collaboration.

One of the conditions in the Company’s Mine Permit is the establishment of the Elk Gold Life of Mine Committee made up of representatives of Indigenous communities around the Elk Mine and certain British Columbia provincial agencies. For the year ended January 31, 2023 the Company held four meetings of its Life of Mine Committee and three meetings of the Life of Mine Technical Sub Committee, which were attended by representatives of certain Indigenous communities and provincial agencies. Local community engagement and discussions are ongoing.

ELK MINE OPERATIONS

Development and construction activities commenced at the Elk Mine in June 2021 and in February 2022, the Company delivered its first ore to New Afton. Mined ore is being crushed, sampled and assayed prior to being delivered to New Afton, in accordance with the terms of the ore purchase agreement, which specified the sale will be recognized upon delivery of the crushed ore. The Company currently utilizes and maintains a crusher and sample plant on site, with all ore placed as run-of-mine directly on the ore stockpile.

During the year ended January 31, 2023, the Company mined a total of 44,809 tonnes of ore and 1,557,959 tonnes of waste, all of which came from Phase 1 of the Siwash North pit. The average ore grade mined for the year was 4.07 g/t gold (with Q4 2023 achieving some of the highest grades of 5.52 g/t gold). The result was production of 5,680 ounces of gold for YE 2023.

The Elk Mine experienced challenges during commissioning with respect to both grade control and sampling processes, which has resulted in lower than forecast ore production during initial ramp-up. During YE 2023, the Company implemented a number of initiatives which have provided a better understanding of the ore body. These initiatives include hiring industry experts that have experience mining narrow-vein deposits, implementing a robust in-fill drill program and reviewing sampling techniques.

The in-fill drill program gold assay results to date, support the resource drill hole assays used to build the resource block model and have allowed the Company to improve its short-term grade control modeling. The Company has engaged external consultants with expertise in development and evaluation of sampling processes to assist the Company in achieving a better level of confidence in its production sample gold assays which drive the Company’s revenues. The analysis continued during the fourth quarter with the goal of ensuring that the sampling process on site is sufficient to collect a physical sample which is representative of each ore lot and that the assay procedures adequately capture any impacts from the nuggety nature of the ore. The testing program was completed and the Company is in a trial period to confirm the results from the independent metallurgical test work prior to advancing this initiative further.

In August 2022, the Company moved a significant amount of waste rock in order to implement a revised pit design which maintains a larger minimum mining width and allows for more efficient and selective ore mining. These efforts have resulted in better mining widths and improved ore/waste separation in the last quarter and gold grades have continued to improve toward the end of Q4 2023.

Indicators of impairment

As a single asset business, the Company’s market capitalization is directly related to the Elk Mine’s performance. Management of the Company completed an impairment indicator assessment and concluded that an impairment indicator existed at July 31, 2022 as the Company’s market capitalization fell below the carrying value of net assets. Accordingly, the Company estimated the recoverable amount of the cash generating unit (“CGU”) and compared it to the carrying value of the CGU. The recoverable amount of the CGU was based on a fair value less cost of disposal method using discounted cash flow model. Upon completion of the Company’s impairment assessment, it was determined that the Elk Gold Property CGU was not impaired.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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Key assumptions in impairment assessment and sensitivity analysis

The projected cash flows used in impairment testing are significantly impacted by changes in assumptions, including: a) gold price, b) production volumes, c) operating costs and capital expenditures, d) gold grades and e) the discount rate of 5%. The Company’s impairment testing of property and equipment and near-mine exploration and evaluation assets incorporates the following key assumptions:

a) Gold price

Forecast gold prices are based on analyst consensus estimates as follows:

	2022	2023	2024	2025+
Gold(US$ per Oz)	1,800	1,800	1,700	1,700

b) Production volumes

Estimated production volumes and timing are based on life-of-mine plans and internal management forecasts and consider the long-term development plans and expectations for the mine based on the preliminary economic assessment.

Production volumes are dependent on several variables, including the amount of recoverable resources, production and other cost estimates, future capital expenditures and exploration potential.

c) Operating costs and capital expenditures

Operating costs and capital expenditures are based on the most recent preliminary economic assessment, adjusted as needed for current operating results and costs. Operating cost and capital expenditure assumptions are continuously subjected to review.

d) Gold grades

Projected gold grades are based on the technical report published in January 2022.

The Company performed a sensitivity analysis of key assumptions as follows:

a 50% decrease in gold grades would not result in an impairment
a 10% decrease in the short and long-term gold price would not result in an impairment
a 10% decrease in gold recoveries would not result in an impairment
a 10% increase in operating costs and capital expenditures would not result in an impairment
a 5% increase in the real after-tax discount rate would not result in an impairment

Management’s estimates of the production volume and gold grade are prepared by or under the supervision of and verified by Qualified Persons as defined in NI 43-101 of the Canadian Securities Administrators (management’s experts).

The Company completed an impairment indicators assessment at January 31, 2023 and did not identify any additional impairment indicators.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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EXPLORATION ACTIVITY

During the year ended January 31, 2023, the Company incurred a total of $3,502,599 (January 31, 2022 - $8,136,562) in exploration expenditures in and around the Elk Mine. The following table provides a detailed breakdown of the exploration costs incurred in each year presented:

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YE 2023 YE 2022
Exploration and evaluation costs
Aircraft $ - $ 27,083
Assaying 149,709 380,505
Camp operations 368,329 423,366
Consulting 63,880 491,295
Drilling 1,754,812 3,362,404
Depletion and amortization 37,463 34,797
Geological 440,598 2,031,538
Maintenance 430,051 881,557
Share-based payments 38,073 399,158
Travel and accommodation 219,684 104,859
Total exploration and evaluation costs $ 3,502,599 $ 8,136,562
----- End of picture text -----

For the years ending January 31, 2023 and 2022, the Company completed a significant exploration program which included geological mapping, prospecting, soil geochemical surveys, and diamond drilling. The Company’s latest NI 43-101 on the project was filed in January 2022 and discussed in the section Elk Gold Mine in this MD&A. Exploration work conducted following that time has not been included in the latest technical report.

On February 15, 2022, Gold Mountain announced the discovery of a new high-grade gold system in an area outside its current mine plan known as the Elusive Zone, located 5-km southwest of the Siwash North gold resource. The diamond drill intercepts, which are not included in the latest technical report, confirm the presence of multiple high-grade zones at the Elk Gold Project and illustrate the robust exploration potential and scalability of the project. Drilling highlights included 2.07m grading 51.15 g/t gold, including an area of 0.3m of 351 g/t gold (drill hole SND21-051). Gold Mountain was the first operator to drill test this new area of interest. The full press release outlining all the drill holes announced and other details are available on the Company’s website and www.sedar.com.

During the year ended January 31, 2023, Gold Mountain continued its exploration of the Siwash North Zone, performing infill and step-out drilling along its well-established mineralization targeting the veins surrounding its open pits. The Company’s goals for its Phase III drill program was to add ounces to its resource, establish vein continuity in its open pits and further validate geological models. The Phase III drilling program was completed in June 2022 and included 15,500m of drilling 63 diamond drill holes in the Siwash North and Gold Creek Zones.

On April 7, 2022 and September 14, 2022, the Company provided additional information on its Phase III drill campaign in the Siwash North and Gold Creek Zones. Drilling highlights announced include (for full results and analysis refer to the Company’s press releases available on the Company’s website and www.sedar.com):

1.50 m grading 42.39 g/t Au including 0.30m of 207.00 g/t Au (SND21-066)
2.31 m grading 18.90 g/t Au including 0.43m of 101.00 g/t Au (SND21-068)
1.60 m grading 26.03 g/t Au including 1.09 m of 38.20 g/t Au (SND21-074)
65.37 g/t Au over 1.31 m including 276 g/t Au over 0.31 m (SND22-043)
48.38 g/t Au over 2.04 m including 258 g/t Au over 0.38 m (SND22-021)
59.54 g/t Au over 1.30 m Including 258 g/t Au over 0.30 m (SND22-022)

The Company considers the drilling campaign successful at expanding several important areas of the vein model and continued to intercept high gold grade areas of the project. Drilling on the 1300 vein extended its mineralization down-dip another 150m, reaching a depth of over 400m below the surface.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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Gold Mountain began initial plans to begin a Phase IV exploration drilling program in August 2022, which targeted the Gold Creek, Lake, South, and Elusive Zones, however, exploration plans were put on hold to focus on in-fill drilling and ore control practices in the short-term. In the meantime, the Company is anticipating results from soil geochemical surveys completed in 2022, which will be reviewed and interpreted to identify new drill targets in the Elusive and Southern Breccia Zones.

CONSOLIDATED FINANCIAL RESULTS

The following is a summary of the significant components of the Company’s net income (loss) summarized for the three and twelve months ended January 31, 2023 and 2022:

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Q4 2023 Q4 2022 YE 2023 YE 2022
Revenue $ 4,141,813 $ - $ 10,908,467 $ -
Cost of sales (2,977,800) - (10,840,314) -
Mine operating income 1,164,013 - 68,153 -
Other operating expenses
Management, director and consulting fees (419,752) (557,248) (1,411,423) (2,015,250)
General and administration (46,375) (33,901) (190,938) (106,589)
Investor relations (40,723) (87,945) (197,491) (214,029)
Marketing (97,543) (224,499) (527,839) (3,013,161)
Other expense (124,000) - (256,000) -
Professional fees (111,426) (128,068) (451,148) (338,725)
Regulatory and transfer agent fees (6,513) (253,980) (79,696) (327,798)
Share-based payments (124,870) (593,669) (1,369,985) (5,534,154)
Travel (2,227) (2,069) (4,692) (21,902)
Other items
Finance and other income (loss) (23,640) 456 22,334 742
Finance and accretion expense (125,532) (217,596) (643,349) (945,316)
Recovery of flow-through share premium - 24,716 177,666 100,889
Net income (loss) and comprehensive loss $ 41,412 $ (2,073,803) $ (4,864,408) $ (12,415,293)
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The following analysis pertains to the YE 2023 and comparative, for a discussion on Q4 2022 refer to the section Fourth Quarter in this MD&A that follows.

For the YE 2023, the Company recorded a net loss and comprehensive loss of $4,864,408 compared to $12,415,293 for the YE 2022. As previously discussed, the year ended 2023 marked the first year of mining operations at the Elk Mine.

The Company generated gross revenue of $10,908,467 from the sale of 5,644 ounces of gold derived from the Elk Mine operations. Cost of sales totaled $10,840,314, resulting in an overall mine operating income of $68,153 for the YE 2023. While financial results improved in Q4 2023, the YE 2023 did have certain challenges which resulted in higher cost of sales including: (i) lower than expected gold grades achieved as ore losses and dilution were higher than anticipated, (ii) increased costs of infill drilling activities to verify and improve the accuracy of the grade control model, (iii) lower production rates due to in-fill drilling activities and activities related to optimization of ore control design, and (iv) implementation of a revised pit design which maintains a larger minimum mining width. The Company anticipates improvements to mining techniques and knowledge gained in the first year of operations will reduce some of the issues identified in the early stages of commercial production going forward.

The Company was successful in significantly reducing other operating expenses and corporate costs in YE 2023, when compared to YE 2022, mostly from the following:

Management, director, and consulting fees were reduced from the prior year as YE 2022 included a share bonus payment issued to certain officers of the Company and lower corporate advisory services were partially offset by higher management and director fees for the YE 2023;
The Company scaled back its digital, marketing and advertising campaigns during the YE 2023, which resulted in significant savings year-over-year;
Reduced regulatory and transfer agent fees were the result of the incursion of fees related to the initial TSX listing during YE 2022;

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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Share-based payments were lower by $4,164,169 in YE 2023, as a result of restricted and performance share units and stock options that vested in YE 2022; and
A charge to other operating expense of $256,000 in YE 2023 for the EMLI order discussed in the Commitments and Contingencies section of this MD&A

The Company also realized a reduction of finance and accretion expense due to the reduced accretion charges on the promissory note with Sandbox (formerly Equinox), related to a portion of the note’s repayment. The increase in recovery of flowthrough share premium relates to the Company’s exploration activities during YE 2023.

Property and equipment

Effective June 1, 2021, the Company commenced capitalization of all direct costs related to the development of the Elk Mine, as management determined that the technical feasibility and commercial viability of the project had been established. Accordingly, the Company reclassified capitalized costs associated with the Elk Mine from exploration and evaluation assets to mineral property within property and equipment. Costs related to development work are capitalized in property and equipment as mineral property.

During the year ended January 31, 2023, the Company capitalized $4,620,024 of stripping costs to mineral property. The Company also recorded $737,165 in BC Mineral Exploration Tax Credits (“BCMETC”) as a reduction to the mineral property and recorded a reduction of $283,316 to its BCMETC receivable to capitalized mineral property as a result of prior year periods income tax returns being reassessed.

A discussion on exploration and evaluation assets is provided in the section, Exploration Activity , earlier in this MD&A.

FOURTH QUARTER

The Company showed significant improvement in its financial and operating activities during Q4 2023 when compared to the prior two quarters with the Company generating positive mine operating income of $1,164,013. The net income for the same period was $41,412 compared to net loss of $2,073,803 in Q4 2022.

Gold Mountain produced a total of 1,942 ounces of gold from 10,627 tonnes of ore, with an average grade of 5.52 g/t and a strip ratio of waste to ore of 22.6 to 1 during Q4 2023. The Company mined total waste of 239,761 tonnes in the period. The strip ratio for the quarter was significantly lower than the overall strip ratio for YE 2023, which was 34.8 to 1.

As a result of the mine operations, the Company sold 2,056 ounces of gold, generating a total of $4,141,813 in revenue for Q4 2023. Cost of sales amounted to $2,977,800 or 72% of total revenue, generating mine operating income of $1,164,013. The improvement seen in Q4 2023 when compared to the prior two quarters was the result of increasing grade, less waste mined, better ore control and knowledge combined with improved drill and blasting techniques.

Similar to the results seen over the course of the YE 2023, the Company was able to reduce its other operating expenses significantly in Q4 2023 when compared to Q4 2022 for similar reasons outlined in the section titled, Consolidated Financial Results . Other operating expenses were reduced in Q4 2023 to $973,429 from $1,881,379 in Q4 2022 as a result of lower corporate advisory services fees incurred, a scale-back of the Company’s digital marketing campaign, a reduced number of RSUs, PSUs, and options that vested, and less expenses incurred from the TSX listing in YE 2022.

SUBSEQUENT EVENTS

On March 20, 2023, 110,000 stock options and 55,000 RSUs were granted to the new CFO. The stock options are exercisable at $0.20 and expire on March 20, 2028.

Subsequent to January 31, 2023, 27,500 RSUs, 9,500 PSUs, 160,626 warrants and 55,000 stock options expired.

Subsequent to January 31, 2023, 75,000 PSUs were converted to common shares.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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LIQUIDITY, CAPITAL RESOURCES AND CAPITAL MANAGEMENT

Capital Management

Gold Mountain defines its capital as both debt and shareholders’ equity. The Company manages its capital structure and makes adjustments, based on the funds available to the Company, in order to support the acquisition, exploration, development and mining operations.

The Board of Directors relies on the expertise of management to sustain future development of the business. As such, the Company expects to rely on cash flows generated from operations at its Elk Mine and the equity/debt markets to fund its activities.

In order to carry out planned exploration, development and operational activities and pay for administrative costs, the Company will need to generate sufficient cash flows from the Elk Mine and/or will need to raise additional funds. The Company will also continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in management’s approach to capital management during the year ended January 31, 2023.

Cash Flows and Balances

As at January 31, 2023, the Company had a cash balance of $3,203,419 (January 31, 2022 - $2,557,764) and working capital of $529,166 (January 31, 2022 – working capital deficit of $1,191,637).

The following table summarizes cash inflows and outflows for the periods noted:

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YE 2023 YE 2022
Cash flow provided by (used in)
Operating activities $ (4,003,436) $ (7,417,342)
Investing activities (10,344,376) (13,825,868)
Financing activities 14,993,467 21,109,592
Increase (decrease) in cash $ 645,655 $ (133,618)
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Cash flows used in operating activities can vary significantly from period to period as a result of the Company’s working capital requirements, which are dependent on the level of operations. The Company commenced delivery of crushed ore to New Afton in February 2022 and has experienced operational challenges during initial ramp-up.

Cash flows used in investing activities can vary depending on the nature of the transactions occurring during the year. During the year ended January 31, 2023, most investing activities related to exploration and evaluation expenditures and mineral property expenditures.

Cash flows provided by financing activities for the year ended January 31, 2023 resulted from the issuance of shares from the bought-deal public offering (discussed below), partially offset by the second installment payment of $3,000,000 to Equinox. During the year ended January 31, 2023, a total of 658,027 warrants were exercised for gross proceeds of $784,168 and 196,000 stock options were exercised for gross proceeds of $144,000.

Cash flows provided by financing activities for the year ended January 31, 2022 resulted from the issuance of shares from the bought-deal private placement and brokered private placement (discussed below), partially offset by the first installment payment of $3,000,000 to Equinox. During the year ended January 31, 2022, 2,695,894 warrants were exercised for gross proceeds of $3,032,404 and 1,209,258 stock options were exercised for gross proceeds of $510,133.

Recently Completed Financings

On April 21, 2022, the Company closed a bought deal public offering of 14,800,000 units for $1.25 per unit raising gross proceeds of $18,500,000. Each unit consisted of one common share and one-half of a share purchase warrant. The Company issued a total of 14,800,000 common shares, 7,400,000 warrants exercisable until April 21, 2024 for $1.75 and 660,000 broker warrants exercisable until October 21, 2023 for $1.25.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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On June 24, 2021, the Company announced that it had completed a bought deal private placement (the “Offering”) led by Canaccord Genuity Corp, Eight Capital and Red Cloud Securities Inc. (collectively the “Underwriters”). The Company issued a total of 4,255,190 units (the “HD Units”) at a price of $2.10 per HD Unit and 1,326,450 flow-through units (the “FT Units”) at a price of $2.31 per FT Unit, for total gross proceeds of $11,999,999. Each FT Unit consists of one common share of the Company and one-half of one common share purchase warrant where each common share entitles the holder to a renunciation, for tax purposes, of qualifying expenditures incurred by the Company in respect of the Elk Mine. Each HD Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each HD Unit and FT Unit warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price of $3.15 for a period of two years following the closing date of the Offering. In connection with the Offering, the Underwriters received an aggregate cash fee of $690,000 and 320,612 non-transferrable broker warrants. Each broker warrant entitles the holder thereof to purchase one common share at an exercise price of $2.10 for a period of two years from closing.

On February 23, 2021, the Company closed its brokered private placement by issuing 10,310,000 units at a price of $0.97 per unit for gross proceeds of $10,000,700. Each unit consists of one common share of the Company and one-half of a share purchase warrant. Each full warrant is exercisable for one common share of the Company for a price of $1.25 for a period of three years following the closing of the private placement.

The table below sets out the disclosure the Company had previously made about its use of proceeds (other than working capital) from previous financings and any variations from planned expenditures.

Financing	Disclosed Use	Actual Use	Variation
February 2021 - $10,000,700	Advancement of the Elk Mine	Same as disclosed	No variation
June 2021 - $11,999,999	Advancement of the Elk Mine (for funds from flow through portion, Canadian Exploration Expenses)	Same as disclosed	No variation
April 2022 - $18,500,000	Development of Elk Mine, repayment of obligations under Equinox Promissory Note (now Sandbox), business development, G&A, and general working capital	Same as disclosed use, with a portion of the proceeds allocated for infill drilling	The Company elected to conduct infill drilling at the Elk Mine

Going Concern

As at January 31, 2023, Gold Mountain had working capital of $529,166 and for the year ended January 31, 2023, incurred a loss of $4,864,408 and used cash of $4,003,436 for operating activities and $10,344,376 for investing activities and received cash of $14,993,467 from financing activities.

The ongoing operations and capital expenditures of the Elk Mine are dependent on the Company’s ability to generate sufficient cash flow from production, which is subject to operational effectiveness, achieving targeted production levels and the price of gold or the Company’s ability to raise additional financing. In the year ended January 31, 2023, the Company has experienced challenges during commissioning with respect to both grade control and sampling processes, which has resulted in lower than forecast ore production during initial ramp-up. To continue operations at the Elk Mine, and to be able to make the $3,000,000 promissory note payment due in May 2023, the Company will need to improve operational performance and will require additional equity, debt or an alternative form of financing. Management intends to fund operating costs over the next twelve months with cash generated from operations and equity, debt or an alternative form of financings. While the Company has been successful at raising funds in the past, there can be no assurance that it will be able to do so in the future. The consolidated financial statements do not give effect to adjustments to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

See Note 1 of the Company’s audited consolidated financial statements for the years ended January 31, 2023 and 2022 for further information.

OFF-BALANCE SHEET ITEMS

As of January 31, 2023, the Company did not have any off-balance sheet items.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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OUTSTANDING SHARE INFORMATION

The following table outlines the issued and outstanding common shares and convertible instruments of the Company as of the date of this MD&A, January 31, 2023 and 2022. For further information and details concerning outstanding shares and convertible instruments listed below, refer to the audited consolidated financial statements for the years ended January 31, 2023 and 2022.

	As at April 27, 2023	As at January 31, 2023	As at January 31, 2022
Common shares	88,074,671	87,999,671	71,014,144
Options on common shares	5,136,096	5,081,096	4,137,096
Restricted and performance share units	509,500	566,500	1,052,500
Share purchase warrants	15,982,170	16,142,796	8,933,629

For details relating to equity-based transactions subsequent to January 31, 2023 refer to the section Subsequent Events of the MD&A.

QUARTERLY INFORMATION

Gold ounces produced_(oz)_	Q4 2023 1,942	Q3 2023 1,283	Q2 2023 468	Q1 2023 1,987	Q4 2022 -	Q3 2022 -	Q2 2022 -	Q1 2022 -
Gold ounces sold_(oz)_	2,056	1,133	557	1,898	-	-	-	-
Average realized gold price_($/oz)_	1,982	1,829	1,721	1,930	-	-	-	-
Total cash costs per gold ounce sold ($/oz)	1,334	2,442	3,601	1,379	-	-	-	-
Revenue_($)_	4,141,813	2,091,371	968,860	3,706,423	-	-	-	-
Income (loss) from mining operations_($)_	1,164,013	(843,245)	(1,178,035)	925,420	-	-	-	-
Net income (loss)($)	41,412	(2,110,018)	(2,557,986)	(237,816)	(2,073,803)	(2,670,654)	(4,858,442)	(2,812,394)
Net loss per share – basic and diluted_($)_	0.00	(0.02)	(0.03)	(0.00)	(0.03)	(0.04)	(0.08)	(0.05)

The information for Q1 2023 and onward includes the financial and operational results of the Elk Mine following the commencement of commercial operations. Prior to Q1 2023, the Company was in the final stages of permitting, development, ramping up to initial ore production and expenditures largely related to corporate G&A. Following the commencement of operations of the Elk Mine, the financial results have been impacted directly by the level of gold production for each particular quarter and the average realized gold price. These are the main drivers in the volatility noted in the above quarterly information table.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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SELECTED ANNUAL INFORMATION

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YE 2023 YE 2022 YE 2021
Financial Results
Revenue $ 10,908,467 $ - $ -
Net loss and comprehensive loss (4,864,408) (12,415,293) (7,697,430)
Loss per common share – basic and diluted (0.06) (0.19) (0.24)
Balance Sheet Information
Total assets 46,015,656 32,665,843 13,984,442
Total current liabilities 6,103,790 5,208,539 4,431,176
Total non-current liabilities 2,272,467 4,472,489 4,531,018
Shareholders' equity $ 37,639,399 $ 22,984,815 $ 5,022,248
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The table highlights the change year over year as the Company transitioned from a development company to an operational mining company with revenues being generated. The key differences between year over year results are discussed throughout this MD&A.

NON-IFRS MEASURES

The Company has included certain non-IFRS measures in this document, as discussed below. The Company believes that these measures, in addition to conventional measures prepared in accordance with IFRS, provide investors an improved ability to evaluate the underlying performance of the Company. The non-IFRS measures 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. These measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)

Adjusted EBITDA excludes the following from net earnings: interest on financial instruments, accretion expense on reclamation liability, taxes, depreciation and amortization of property and equipment, share-based payments and other non-cash expenses. The Company uses this measure internally to evaluate its underlying operating performance for the reporting periods presented and to assist with the planning and forecasting of future operating results. Management believes that Adjusted EBITDA is a useful measure of Gold Mountain’s performance as these adjusting items do not reflect the underlying operating performance of the business and are not necessarily indicative of future operating results. The table below reconciles Adjusted EBITDA for Q4 2023 and YE 2022 (as well as each of the comparative periods).

	Q4 2023 Q4 2022 YE 2023 YE 2022
Net income (loss) and comprehensive income (loss) Deductions: Recovery of flow-through share premium Finance and other loss (income) Addbacks: Other expense Finance expense Share-based payments Depletion and depreciation	41,412 $ (2,073,803) $ (4,864,408) $ (12,415,293) $

	-(24,716) (177,666) (100,889)
	23,640 (456) (22,334) (742)

	124,000 - 256,000 -
	125,532 217,596 643,349 945,316
	124,870 593,671 1,369,985 5,534,154
	166,568 2,870 510,693 5,612
Adjusted EBITDA	$ 606,022 $ (1,284,838) $ (2,284,381) $ (6,031,842)

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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Total Cash Costs Per Ounce of Gold Sold and Cost of Sales Per Ounce of Gold Sold

Total cash cost per gold ounce sold is a common financial performance measure in the gold mining industry but has no standard meaning under IFRS. The Company reports total cash costs on a sales basis. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s performance and ability to generate cash flow. Accordingly, it is 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. The measure, along with sales, is a key indicator of a Company’s ability to generate operating earnings and cash flow from its mining operations. Costs of sales per gold ounce sold includes depreciation and depletion and share based compensation allocated to production to the cash costs figures (there are no comparatives available as the Company did not generate any gold sales in the prior periods).

Total cash costs figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is considered the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary, and the cost measures presented may not be comparable to other similarly titled measures of other companies.

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Q4 2023 YE 2023
Cost of sales $ 2,977,800 $ 10,840,314
Deductions:
Depletion and depreciation (149,851) (493,976)
Share-based payments (18,413) (69,484)
Silver credits (67,709) (140,077)
Total cash costs $ 2,741,827 $ 10,136,777
Gold ounces sold (oz) 2,056 5,644
Total cash costs per ounce of gold sold $ 1,334 $ 1,796
Cost of sales per ounce of gold sold $ 1,448 $ 1,921
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Average Realized Price per Ounce of Gold Sold

Management uses this measure to better understand the price realized in each reporting period for gold sales. Average realized price excludes from revenue any unrealized gains and losses, if applicable, on non-hedge derivative contracts. The average realized price is intended to provide additional information only and does not have any standardized definition under IFRS; it should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently. The measure is reconciled for the periods presented as follows (there are no comparatives available as the Company did not generate any income in the prior periods):

	Q4 2023 YE 2023
Revenue Less: Revenue attributed to silver sales	$ 4,141,813 $ 10,908,467
	(67,709) (140,077)
Revenue from crushed ore sales of gold Divided by: Gold ounces sold(oz)	$ 4,074,104 $ 10,768,390
	2,056 5,644
Average realizedpricepergold ounce sold	$ 1,982 $ 1,908

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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COMMITMENTS AND CONTINGENCIES

Commitments

The Company is committed to a number of obligations under the normal course of operations including capital expenditures commitments and contractual obligations. The following table provides a summary of the upcoming commitments by year (not discussed elsewhere in this MD&A).

discussed elsewhere in this MD&A).
Total	Total
Carrying	Contractual	Less than	Between 1 and	More than
Amount Accounts payable and accrued liabilities $ 2,872,914 Short-term loans 82,379 Promissorynote 2,861,160 Total $ 5,816,453	Cash Flow $ 2,872,914 82,379 3,000,000 $ 5,955,293	1 Year $ 2,872,914 82,379 3,000,000 $ 5,955,293	5 Years $ - $ - - $ - $	5 Years - - - -

In addition to the above, the Elk Mine is also subject to certain NSR royalties discussed within this MD&A under the section Elk Gold Mine .

On January 26, 2021, Elk Mining entered into an Ore Purchase Agreement (“OPA”) with New Gold Inc. (“New Gold”) for a threeyear term. Under the terms of the OPA, GMTN will deliver up to 70,000 tonnes of ore per annum, or approximately 200 tonnes per day, to the mill located at New Gold’s New Afton Mine situated 130km from the Elk Gold Property, in Kamloops, British Columbia. The OPA is effective upon the first delivery of ore to the New Afton Mine, which occurred on February 2022.

Contingencies

Various tax and legal matters may be outstanding from time to time. Judgements and assumptions regarding these matters are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations. If management’s estimate of future resolution of these matters changes, the Company will recognize the effects of these changes in the consolidated financial statements on the date such changes occur.

During the year ended January 31, 2023, the Company received an order from the Ministry of Energy, Mines and Low Carbon Innovation (“EMLI”) to relocate waste rock stored at the Elk Mine’s east waste rock storage facility. Management is currently working with EMLI to achieve a mitigating alternative that enables compliance with the applicable requirements. An administrative penalty could be administered by EMLI as a result of the order.

Depending on the conclusion of the ongoing discussions, the estimated costs to mitigate or complete the work may range from a nominal amount to $1.6 million. Management has applied a probability weighted average methodology to estimate the provision by considering the likelihood of each outcome. As a result, the Company recognized a provision of $256,000 as of January 31, 2023 and recorded this amount in the consolidated statement of loss and comprehensive loss as other expense. This provision will be reviewed at each reporting period as the resolution becomes more clear and discussions progress with EMLI. The critical judgments made in estimating the provision that create a high degree of estimation uncertainty are (i) estimated costs to mitigate/fulfill the order, and (ii) weighting assigned to each possible outcome.

RELATED PARTY TRANSACTIONS

In accordance with IFRS standards, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Company has identified the Chief Executive Officer and President, Vice President Permitting, former Chief Financial Officer, Chief Operating Officer, and General Counsel, Head of Indigenous Relations and Corporate Secretary, as well as the Company’s directors as its key management personnel. All related party transactions were incurred in the normal course of operations and are recorded at the amount agreed upon by the related parties.

During the year ended January 31, 2023 and 2022, the Company incurred the following amounts for key management personnel:

	YE 2023	YE 2022
Management, director and consulting fees	$ 1,157,500	$ 1,016,519
Share-based payments	844,403	2,589,310
Total compensation	$ 2,001,903	$3,605,829

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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Included in the management, director and consulting fees for the year ended January 31, 2022 was 230,000 bonus shares issued to officers of the Company with a fair value of $289,800.

During the year ended January 31, 2023, the Company converted 540,000 vested Performance Share Units (“PSUs”) and 270,000 of vested Restricted Share Units (“PSUs”) (year ended January 31, 2022 – 1,070,000 of vested PSUs and 170,000 of vested RSUs) into common shares and issued them to certain directors and officers of the Company.

The following amounts due to related parties are unpaid director and management fees and expense reimbursements included in trade payables and accrued liabilities as at January 31, 2023 and 2022. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

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As at January 31, 2023 As at January 31, 2022
Chief Executive Officer and President $ 154,944 $ 156,570
VP - Permitting (formerly President) 76,857 67,333
Chief Operating Officer 102,324 76,570
Former Chief Financial Officer - 44,000
General Counsel, Head of Indigenous Relations and Corp. Secretary - 157,725
Directors 14,506 9,000
Former director of subsidiary 15,217 6,217
Total compensation $ 363,848 $ 517,415
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RISK FACTORS

The Company’s primary source of revenue is the sale of crushed ore from its Elk Mine. The Company has a contract with a single customer, New Gold, for its crushed ore. While the Company does not have any collection issues or disputes with New Gold, any disputes, delays, or unanticipated termination of the agreement could lead to a failure to receive revenue from the Elk Gold Project or collect associated trade receivables.

Natural resources exploration, development and operation involves a number of risks and uncertainties, many of which are beyond the Company’s control. These risks and uncertainties include without limitation, the risks discussed elsewhere in this MD&A, those identified in the Company’s Annual Information Form for the year ended January 31, 2023 and the Company’s disclosure documents as filed in Canada on SEDAR at www.sedar.com. Readers should carefully consider such risks and uncertainties prior to deciding to invest in the securities of Gold Mountain.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities, disclosure of commitments and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience, current and expected economic conditions. Actual results could differ from these estimates. The significant judgements and estimates used in the preparation of the audited consolidated financial statements that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities and earnings within the next financial year include:

Impairment of long-lived assets, including Exploration and Evaluation Assets and Property and Equipment
Determination of technical and commercial viability of the Elk Mine
Reclamation provision
Recoverable number of equivalent ounces of gold
Determination of going concern
Estimates related to contingent liabilities (other provision)

Information about judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are included in Note 3 to the Company’s audited consolidated financial statements for the year ended January 31, 2023.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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RECENT ACCOUNTING PRONOUNCEMENTS AND CHANGES

The Company’s accounting policies are outlined in the audited consolidated financial statements for the years ended January 31, 2023 and 2022 in Note 2. IFRS accounting pronouncements with respect to new standards, interpretations, and amendments that are not yet effective as at January 31, 2023, which have not yet been applied in preparing the Company’s audited consolidated financial statements, are not expected to materially impact the Company’s consolidated financial statements.

FINANCIAL INSTRUMENTS

Fair Values

The carrying values of cash, trade and other receivables (excluding GST receivables), accounts payable and accrued liabilities and short-term loans approximate their fair value due of the relatively short-term nature of the instruments and are measured and reported at amortized cost. The promissory note and reclamation deposits are measured and reported at amortized cost using the effective interest rate method. Lease liabilities are measured and reported at amortized cost using the incremental borrowing rate. These estimates are subjective and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumption could significantly affect the estimates.

Gold Mountain’s financial assets and liabilities are classified based on the lowest level of input significant to the fair value measurement based on the fair value hierarchy, as follows:

Level 1 - Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2 - Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3 - Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. For the year ended January 31, 2023, the Company has recognized revenue from the sale of crushed ore and the Company has a significant credit risk related to its trade receivables as all of them are owed by one customer. To date, all outstanding amounts have been collected.

The type of risk exposure and the way in which such exposure is managed is summarized as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts and trade receivables. The majority of cash is deposited in bank accounts at a major bank in Canada. As most of the Company’s cash is held by one major bank there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. The Company also has a significant credit risk related to its trade receivables as all trade receivables are owed by one customer. To date, all outstanding trade receivable amounts have been collected.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company aims to have sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations, its ability to raise equity capital or borrow debt and its holdings of cash. Refer to Note 1 of the Company’s audited consolidated financial statements for the years ended January 31, 2023 and 2022 for the Company’s statement on going concern.

Historically, the Company’s principal source of funding has been the issuance of common shares for cash. The Company’s access to financing is always uncertain. There can be no assurance of continued access to the necessary levels of funding.

For the payment profile of financial liabilities based on their undiscounted cash flows refer to the section Commitments and Contingencies within this MD&A.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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Market risk

Market risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate because of changes in market prices or prevailing conditions. Market risk comprises three types of risk: interest rate risk, foreign exchange risk and price risk and are disclosed as follows:

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risks.

Foreign exchange risk

The Company and its subsidiaries’ functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company’s exposure to foreign currency risk is minimal.

Price risk

The Company sells ore containing gold and silver at world market prices. The market prices of gold and to a lesser extent silver will be a primary driver of our profitability and ability to generate both operating and free cash flow. The Company is committed to be an unhedged gold producer and gold and silver sales are subject to market prices. The Company has not entered into any hedge positions during the year ended January 31, 2023, and does not have any positions outstanding as at January 31, 2023.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. As of January 31, 2023, the CEO and CFO have each concluded that the Company’s disclosure controls and procedures, as defined in NI 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings are effective to achieve the purpose for which they have been designed.

Internal Controls over Financial Reporting

Internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. Management is also responsible for the design of the Company’s internal control over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

The Company’s internal controls over financial reporting include policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s internal controls over financial reporting. As of January 31, 2023, the CEO and CFO have each concluded that the Company’s internal controls over financial reporting, as defined in NI 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings, are effective to achieve the purpose for which they have been designed. Because of their inherent limitations, internal controls over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable Canadian securities legislation. Except for statements of historical fact relating to Gold Mountain, forward-looking information includes, but is not limited to, information with respect to the Company’s expected production from, and the further potential of, the Company’s properties; the Company’s ability to raise additional funds, as required; the future price of minerals, particularly gold; the estimation of mineral resources and mineral reserves; conclusions of economic evaluations; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production, general and administrative and other costs; capital expenditures; success of exploration activities; mining or processing issues; currency rates; government regulation of mining operations; environmental risks; impairment analysis; and outlook, guidance, and other forecasts.

Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made.

Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond Gold Mountain’s control, including risks associated with or related to: impacts related to the COVID-19 pandemic; the volatility of metal prices; changes in tax laws; the dangers inherent in exploration, development and mining activities; the uncertainty of reserve and resource estimates; cost or other estimates; actual production, development plans and costs differing materially from the Company’s expectations; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining activities; environmental regulations or hazards and compliance with complex regulations associated with mining activities; the availability of financing and debt activities, including potential restrictions imposed on Gold Mountain’s operations as a result thereof and the ability to generate sufficient cash flows; fluctuations in price and availability of energy and other inputs necessary for mining operations; shortages or cost increases in necessary equipment, supplies and labour; the reliance upon contractors, third parties and joint venture partners; the dependence on key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate and weather conditions; litigation risk; competition with other mining companies; community support for Gold Mountain’s operations; failures of information systems or information security threats; continued support and operation of the New Gold facility at New Afton. The list is not exhaustive of the factors that may affect Gold Mountain’s forward-looking statements.

Gold Mountain’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to Gold Mountain’s ability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the availability and cost of inputs; the price and market for outputs, including gold; the timely receipt of necessary approvals or permits, including those related to mine expansion; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.

Gold Mountain’s forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. Gold Mountain does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities Gold Mountain will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.

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Gold Mountain Mining Corp. MANAGEMENT DISCUSSION & ANALYSIS Years Ended January 31, 2023 and 2022

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NOTE TO U.S. INVESTORS

This MD&A uses the terms “Measured”, “Indicated” and “Inferred” Resources. U.S. investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. U.S. investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

TECHNICAL INFORMATION

Unless otherwise stated, all of the scientific and technical information contained in this MD&A has been reviewed and approved by Mr. Grant Carlson, P. Eng., a "Qualified Person" within the meaning of National Instrument 43-101 - Standards of Disclosure for Minerals Projects and the Chief Operating Officer of the Company.

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Gold Mountain Mining Corp. — Management Reports 2023

47810_rns_2023-04-28_7f182d38-a451-45b9-9bb6-a281984c9ce7.pdf