Gold X Mining Corp. - Management Reports 2020

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Management’s Discussion and Analysis For the Year Ended December 31, 2019

Prepared by: Gold X Mining Corp. (formerly Sandspring Resources Ltd.) 9137 East Mineral Circle, Suite 180 Centennial, Colorado, USA

Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Introduction

The following management’s discussion and analysis (“MD&A”) of the financial condition and results of the operations of Gold X Mining Corp. (formerly Sandspring Resources Ltd.) and its subsidiaries (collectively the “Company” or “Gold X”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the year ended December 31, 2019. This discussion should be read in conjunction with the audited annual consolidated financial statements of the Company for the year ended December 31, 2019, and the related notes thereto. Information contained herein is presented as at April 22, 2020 unless otherwise indicated. Further information about the Company and its operations is available on Gold X’s website at www.goldxmining.com or on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

The Company’s outstanding common shares (the “common shares”) are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “GLDX‐V”.

This MD&A was written to comply with the requirements of National Instrument 51‐102 – Continuous Disclosure Obligations. Results are reported in Canadian dollars, unless otherwise noted.

Company Overview

Corporate Developments. The Company was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on September 20, 2006 and continued into the province of British Columbia in November 2019. The Company announced the completion of the acquisition (the “Acquisition”) of 100% of the issued and outstanding shares of GoldHeart Investment Holdings Ltd. (“GoldHeart”). GoldHeart, through its wholly‐owned subsidiary ETK Inc. (“ETK”), holds certain mineral and prospecting interests in an area within the Republic of Guyana, South America that the Company refers to as the Upper Puruni Property.

The Company’s goal is to provide superior returns to its shareholders by (i) focusing on the exploration and development of its mineral and prospecting interests in the Toroparu Project, located within the Upper Puruni Property (the “Toroparu Project”), and (ii) evaluating, and acquiring if appropriate, other mineral opportunities.

On November 5, 2019, the Company held its Annual General Meeting (the “AGM”) at which time the shareholders approved Gran Colombia Gold as a “Control Person” of the Company. Gran Colombia was issued 650,000 Subscription Receipts (“Receipt”) as part of its participation in the June 2019 private placement. The Receipts automatically converted upon the Company receiving shareholder approval. Each “Receipt” is convertible into one common share and one share purchase warrant entitling them to purchase one additional share at C$1.32 until June 12, 2024. The share purchase warrants are subject to an acceleration clause whereby the warrant must be exercised within 30 days share the share price trade at $2.25 or higher for ten consecutive days.

In accordance with the approval by Shareholders at the Company’s AGM, Articles of Continuation were filed in the province of British Colombia on November 29, 2019. As approved by the Board of Directors, on November 29, 2019, the Company changed its name to Gold X Mining Corp. and implemented a share consolidation on an 8 to 1 basis. All share amounts presented within this MD&A has been amended to reflect this share consolidation.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

In October 2019, the Company appointed Bassam Moubarak as director and CFO of the Company and Harry Pokrandt and David Constable resigned. The Company also appointed a Strategic Advisory Board consisting of Paul Matysek and Brian Paes‐Braga to assist the Board and management with corporate and shareholder value creation.

At December 31, 2019, the Company had working capital of $6,201,370 (December 31, 2018: $2,001,402), an accumulated deficit of $171,457,498 (December 31, 2018: $152,547,651), incurred losses at December 31, 2019 amounting to $18,909,847 (2018: $10,185,196), and used cash in operating activities during 2019 of $7,439,854 (2018: $8,901,271). Although the Company has been successful in the past obtaining financing, there is no assurance that it will be able to obtain adequate financing or that such financing will be on terms that are acceptable to the Company. As at December 31, 2019, management determined the existence of material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern.

In December 2019, the Company completed a debenture financing for US$20,000,000 where the proceeds were used in March 2020 to complete the final purchase of the Toroparu Project (see Toroparu Project for more detail).

In April 2020, the Company appointed Paul Matysek as CEO and Chairman of the Board, Brian O’Neill to the Board of Directors and Richard Munson was appointed President of the Company. Concurrently, Richard Munson, Greg Barnes, Gordon Keep and David Laing resigned from the Board of Directors.

The Company also announced a private placement of 2,631,579 units (Units) at a price of $0.95 per Unit for gross proceeds of $2,500,000. Each Unit will consist of one common share of the Company and one warrant (‘Warrant”) entitling the holder to purchase one share at $1.30 for a period of three years from the date of issuance. The Warrants are subject to an acceleration clause whereby the warrant must be exercised within 30 days should the share price trade at $2.25 or higher for ten consecutive trading days.

The majority of the Company’s efforts to date have been focused on exploring and advancing the Toroparu Project, located within the Upper Puruni Property. Through extensive exploration work, including more than 190,000 meters of drilling, the Company delineated the main Toroparu Pit, Southeast Pit and Sona Hill satellite deposits that are included in the June 2019 Preliminary Economic Assessment study (the “2019 PEA”) that presented the results of a rescoping study of the Toroparu Project following the 2013 pre‐feasibility study (the “2013 PFS”).

Chicharrón Project

In July 2018, the Company completed the acquisition of 100% of the rights to a land package in Antioquia, Colombia known as the Chicharrón Project, which includes the historic silver‐gold producing Guía Antigua Mine. The Company acquired control of 100% of the Chicharrón Project through a series of transactions that included the issuance of shares, a cash payment, reimbursement of certain expenses and a commitment to complete a work program with a budget of a minimum of US$1.0 million (such work program determined by the Company in its sole discretion) within a period of 24 months following closing of the acquisition. As at December 31, 2019, management of the Company determined that there were indicators of impairment on the Chicharrón property and wrote it down to $nil value as of December 31, 2019.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Wheaton Agreement

In November 2013, the Company entered into a precious metals purchase agreement (the “Wheaton PMPA”) with Silver Wheaton (Caymans) Ltd., who subsequently changed its name to Wheaton Precious Metals (Caymans) Ltd. (“Wheaton”). Under the Wheaton PMPA, Wheaton can elect to pay the Company incremental up‐front cash payments totaling US$148.5 million for 10% of the payable gold production from the Company’s Toroparu Project.

In addition, Wheaton can elect to make continuing payments to the Company of the lesser of the market price and US$400 per payable ounce of gold delivered to Wheaton over the life of the Toroparu Project, subject to a 1% annual increase starting after the third three months of production. The Company has received an initial draw down of US$13.5 million of the cash payment, to be used primarily for advancement of the final feasibility study for the Toroparu Project.

In April 2015, the Company and Wheaton amended the Wheaton PMPA to include a silver stream under which Wheaton can elect to pay the Company incremental up‐front cash payments totaling US$5.0 million for 50% of the payable silver production from the Toroparu Project. In addition, Wheaton will make ongoing payments to the Company of the lesser of the market price and US$3.90 per payable ounce of silver delivered to Wheaton over the life of the Toroparu Project, subject to a 1% annual increase starting on the fourth anniversary of production. The Company received an initial draw down of US$2.0 million of the cash payment in four equal installments over the course of 2015, with the remaining US$3.0 million payable in installments during construction of the Toroparu Project.

As noted in the 2019 PEA, the Company has completed and delivered to Wheaton the Company’s estimates of potential payments from Wheaton for the rescoped Toroparu Project as presented in the 2019 PEA due to changes in the initial capital expenditures for the Toroparu Project. Wheaton has not approved the Company’s estimates as of the date of this MD&A.

Under the terms of the Wheaton PMPA, as amended, the Company was required to complete a final feasibility study (the “Feasibility Report”) for its Toroparu Project before December 31, 2019, upon receipt of which Wheaton can elect to proceed and make payments, in amounts to be agreed upon by the Company and Wheaton, to finance construction of the Toroparu Project, or Wheaton can elect to terminate the PMPA.

By letter agreement dated December 17, 2019, Wheaton and the Company agreed to extend the due date for the Feasibility Report to December 31, 2020.

The Company’s ability to finance construction of the Toroparu Project may be dependent on whether Wheaton elects to proceed after completion of the Feasibility Report or the Company secures alternative funding for the construction. There are no assurances that Wheaton will elect to fund construction of the Toroparu Project, or that the Company will be successful in securing alternative financing if available, on terms acceptable to the Company.

Toroparu Project Review and Outlook

In May 2013, the Company completed the 2013 PFS for the Toroparu Project. The 2013 PFS outlined the design of an open‐pit mine producing more than 200,000 ounces of gold annually over an initial 16 year mine

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

life. The 2013 PFS also estimated proven and probable gold reserves for the Toroparu Project using a 0.3 grams gold per ton (“g/t”) cut‐off grade, and metal pricing of US$1,400/oz gold and $3.25/lb copper.

In a press release dated September 26, 2018, available on the Company’s website and on SEDAR, the Company announced an updated Mineral Resource Estimate (2018 MRE) for the Toroparu Project. Highlights of the 2018 MRE include an increase of 459,000 ounces of the Measured resource and 60,000 ounces of the Inferred gold resource as compared to the Company’s previous Mineral Resource Estimate provided in the 2013 PFS. The 2018 MRE was completed by SRK, the same group that prepared the previous Mineral Resource Estimate. The 2018 MRE was done at a 0.30 g/t cutoff at a $1,350 per ounce gold price.

In June 2019, the Company issued a press release (the “June 2019 Press Release”) announcing the completion of a rescoping study for the Toroparu Project. The Toroparu Project was re‐scoped to (i) include the Sona Hill satellite deposit, (ii) adopt a modification of the Project’s processing strategy to start with gold‐only production from a carbon‐in‐leach circuit (“CIL”) for the initial ten years, followed by an expansion of the Project in year 11 to add flotation processing capacity and (iii) include the effects of the Wheaton PMPA. The 2019 PEA summarizes the results of the re‐scoping at base case metal prices of US $1,300 gold (Au), $16.00 silver (Ag), $3.00 copper (Cu). The 2019 PEA Report, dated as of July 18, 2019, is available on the Company’s website and SEDAR.

The 2019 PEA Report documentation of mining production quantities supersedes and replaces the 2013 PFS Statement of Mineral Reserves (“2019 PEA Report”). The 2019 PEA Report is based on exploitation of measured, indicated and inferred mineral resources while the 2013 PFS is based on the exploitation of proven and probable mineral reserves. Inferred resources from the Mineral Resource Estimate identified in the Company’s September 26, 2018 press release comprise 5% of the resources used in the production schedule reported in the 2019 PEA Report.

Key aspects and findings from the 2019 PEA Report include:

4.5 million ozs Au production, with 3.64 million ozs produced in Au doré bars, over 24‐year life of mine (“LoM”) – up from 3.7 million ozs from the 2013 PFS
1.476 million ozs (mozs) Au Doré over 10‐Year Initial Phase
2.148 million ozs Au Doré and 876,000 ozs Au in concentrate produced at 217,000 ozs/year during 14‐Year Second Phase
$1.25 Billion After‐Tax Free Cash Flow (with Wheaton PMPA)
$378 million Pre‐Production Capex – down from $501 Million in the 2013 PFS
$272 million Pre‐production financing required with Wheaton PMPA
$232 million Phase 2 expansion financed from internal cash flow
Payback Period 2.92 years
Project Global Gold Resource: 7.353 Million ozs M&I; 3.150 Million ozs Inferred[1]

1 The Company press released an updated Mineral Resource Estimate on September 26, 2018. This Press Release can be found at www.goldxmining.com and www.sedar.com.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Project economic results from the 2019 PEA Report Base, with and without the Wheaton PMPA[2] , Downside, and Upside Sensitivity Cases are presented in Table 1. The Toroparu Project, with Wheaton’s participation, generates an 18.16% after tax IRR at a $1,250/oz Au price, 24.2% at $1,400/oz of Au, and 27.68% at $1,500/oz of Au, indicating that project returns are both robust at historic Au prices and positively leveraged to higher Au prices.

Table 1: Projec t Economics Metric	w/o PMPA w/ PMPA Base Case	w/ PMPA w/ PMPA w/ PMPA Sensitivity to Gold Price
Gold Price (incl $16/oz Ag & $3.00/Lb Cu)	$1,300 /oz	$1,250 /oz $1,400 /oz $1,500 /oz
LoM (Years) Gold Production (koz) Payable Gold (koz) Payable Silver (koz) Payable Copper (klb) After‐Tax FCF After‐Tax IRR After‐Tax Payback (yr) After‐Tax NPV (5%) Payback (years)	24 24 4,516 4,516 4,488 4,488 4,460 4,460 124,730 124,730 $1,389 M $1,251 M 16.56% 20.25% 3.67 2.92 $519 M $495 M 3.67 2.92	24 24 24 4,516 4,516 4,516 4,488 4,488 4,488 4,460 4,460 4,460 124,730 124,730 124,730 $1,121 M $1,511 M $1,771 M 18.16% 24.20% 27.68% 3.27 2.34 2.02 $428 M $628 M $760 M 3.27 2.34 2.02
Capital Requirements
Initial Capital (US$M) Capitalized Pre‐Stripping Wheaton Finance	$360 M $360 M $18 M $18 M $0 M $(106) M	$360 M $360 M $360 M $18 M $18 M $18 M $(106) M $(106) M $(106) M
Net Financing Requirement* Sustaining Capital (US$M)	$378 M $272 M $614 M $614 M	$272 M $272 M $272 M $614 M $614 M $614 M
Cost Structure
Direct Operating Costs Indirect Costs	($541.16) ($541.16) ($109.55) ($102.02)	($541.16) ($541.16) ($541.16) ($98.43) ($109.20) ($116.38)
Total Cash Op Costs Sustaining Capex Corporate G&A+Exploration ($6m/y)	($650.71) ($643.18) ($136.75) ($136.75) ($32.08) ($32.08)	($639.59) ($650.36) ($657.54) ($136.75) ($136.75) ($136.75) ($32.08) ($32.08) ($32.08)
Total AISC	($819.55) ($812.01)	($808.42) ($819.20) ($826.38)

* See the June 2019 Press Release for additional details on the PEA including the buildup of the net financing requirement.

2 Wheaton and the Company have agreed to extend the due date for delivery of the Feasibility Report in prior years and the Feasibility Report is now due on or before December 31, 2020. Wheaton can elect, in its sole discretion, to proceed or terminate the Wheaton PMPA after the Company has delivered the Feasibility Report to Wheaton. Accordingly, to reflect the potential of Wheaton electing not to proceed, the economic parameters of the model’s base case without the Wheaton PMPA are set forth in Table 1.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Toroparu Project Acquisition and Agreements

Property Description and Location

The Toroparu Project is located in the Upper Puruni River Area, Region 7 of northwestern Guyana, South America. The Toroparu Project is currently comprised of three main deposits: the Toroparu Main (the “Main Deposit”) the Toroparu SouthEast deposit (the “Southeast Deposit”), and the Sona Hill Deposit. The Main Deposit and SouthEast Deposit are adjacent to each other and are located near the property Main Camp and the Sona Hill Deposit is located approximately 5 km to the southeast of the Main Camp.

The Toroparu Project is located within the Mazaruni Mining District, which is one of six mining districts in Guyana. This mining district is in turn located within Region 7 of Guyana, the Cuyuni – Mazaruni Region which is one of ten administrative regions within the Country of Guyana.

Mineral tenures in Guyana allow for four scales of operation. These include Small Scale claim licenses of 460 m x 245 m or a river claim consisting of one mile of a navigable river. Prospecting Permits Medium Scale (“PPMS’s) and Mining Permits (“MP’s”) cover between 150 to 1,200 acres each and are restricted to ownership by Guyanese. However, foreigners may enter into joint venture arrangements whereby the two parties jointly develop the property. Prospecting Licenses (“PL’s”) covering between 500 and 12,800 acres are granted to local or foreign companies. Large areas for geological surveys are granted as Permission for Geological and Geophysical Surveys with the objective of applying for PL’s over favorable ground.

The Toroparu Project is the Company’s primary resource properties, and is held and operated through ETK, the Company’s wholly‐owned subsidiary.

At closing in of the initial acquisition in 2009 the Toroparu Project covered an area of 242,691 acres (98,214 ha). Following systematic surface and sub‐surface exploration (geophysical, geochemical, and drilling) from 2011 to 2014 the property holdings were modified to focus on permits within the Puruni Shear Corridor, a regional geologic structure that can be traced for more than 150 km within the Puruni volcano‐sedimentary belt into producing gold fields in Venezuela, and that hosts the Toroparu Main Deposit, the Southeast Pit, and the Sona Hill Deposits.

In 2015, the Company acquired rights to 25,605 acres (10,361 ha) within the Otomung concession extending the exploration area 25 km to northwest of the Toroparu Deposit within the Puruni Shear Corridor. A regional geochemical survey of the Otomung concession permits identified Au anomalous features that indicate the potential for new mineralized systems. These features have not been fully explored.

In June 2016, as a second step in the land restructuring, the Company finalized the surrender of 138,162 acres (55,912 ha) of property that was not deemed to be prospective for large scale mineral resources.

ETK currently has four positions of claim ownership in the Upper Puruni Area: seven Small Scale claims, 88 PPMS’s, 24 MP’s and two contiguous PL’s that collectively cover an area of 131,134 acres or 53,149 ha. The Company will consider further land adjustments as additional exploration work is completed.

Location of Mineral Deposits. The Main Deposit and SouthEast Deposits are located on property that was subject to the Alphonso Joint Venture, described below. The Sona Hill Deposit is located on property that is subject to the Godette Joint Venture, described below.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

The Alphonso Joint Venture. The Alphonso Joint Venture was originally entered into in 1999 and was amended and restated in its entirety in 2008. References to the Alphonso Joint Venture are to include the Amended and Restated Agreement as it has been amended through the date of this MD&A.

Mr. Alphonso has retained the right to conduct alluvial mining activities on all lands subject to the Alphonso Joint Venture.

The Alphonso Joint Venture provided that ETK would commence commercial production, defined as production of 50,000 ounces of Au per year, beginning on January 1, 2013 or, in lieu thereof, pay Mr. Alphonso an annual sum of the Guyana dollar equivalent of US$250,000 until commercial production has commenced. As production was not achieved by January 1, 2013, the Company began paying Mr. Alphonso the required annual sum in 2013 and has continued making the annual payments.

The Alphonso Joint Venture further provided that in the event ETK has not achieved commercial production by January 1, 2020, Mr. Alphonso may declare a default under the terms of the agreement. As part of the agreement, the Company had the right to purchase (the “Purchase”) Mr. Alphonso’s entire interest in the Upper Puruni Agreement for US$20 million.

On December 4, 2019, the Company announced a non‐brokered private placement offering (the “Offering”) of up to US$20,000,000 principal amount, 10% secured convertible debentures due thirty‐six months from the closing date of the Offering (the “Debentures”).

On December 30, 2019, the Company announced that it currently had in escrow US$20 million from the debenture offering announced on December 4, 2019, which funds were used for the Purchase in March 2020.

The outstanding amount of each Debenture are convertible, in whole or in part, at the option of holder into that number of Gold X common shares (the “Common Shares”) equal to the quotient of such amount converted to Canadian dollars using the daily representative rate of exchange as published by the Bank of Canada on the business day prior to conversion divided by CAD$3.20 (the “Conversion Price”), subject to customary adjustments. The interest on the Debentures will be compounded semi‐annually and payable annually. Interest is payable in shares at the option of the holder at the current market price (being the weighted average of the trading price on the TSX Venture Exchange per Common Share for the 20 trading days prior to such payment of interest). If the holder does not elect to receive interest in shares then the Company has the right to settle the interest payment in cash or defer payment, with interest to maturity.

Wheaton Precious Metals International subscribed for Debentures in the principal amount of US$10,000,000 (CAD$13,059,000). Gran Colombia Gold Corp. (“Gran Colombia”) subscribed for Debentures in the principal amount of US$5,000,000 (CAD$6,529,500).

The remaining Debentures in the aggregate principal amount of US$5,000,000 (CAD$6,529,500) were subscribed to by other investors.

In March 2020, the Company completed the final purchase for Mr. Alphonso’s entire interest and his underlying rights (other than the right to continue alluvial mining) and paid US$20 million to Mr. Alphonso.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Godette Agreement.

The Company, through its wholly‐owned subsidiary ETK, has rights to three MPs pursuant to the Godette Joint Venture Agreement (the “Godette Agreement”) which was originally entered into in 2008. ETK has sole operatorship and sole decision‐making discretion in all matters pertaining to Au exploration on the lands subject to the Godette Agreement. ETK also has the sole and exclusive right to sell all Au, other precious metals or gemstones it may recover from the properties.

The Sona Hill deposit is located on lands subject to the Godette Agreement.

ETK purchased 100% of the Godette’s interest in the Godette Agreement for the sum of US$300,000 in 2016.

B.M. Mining Agreement

In September 2015, ETK entered into an agreement (the “B.M. Mining Agreement”) with Bryan Stephens, d/b/a B.M. Mining, to acquire the right to explore 25,605 acres of property in the Otomung River area (the “Otomung Block”) which is located immediately adjacent to the northwestern boundary of ETK’s current property block in the Toroparu Project area.

Under the terms of the final B.M. Mining Joint Venture Agreement (the “B.M. Mining Joint Venture”) as signed on October 12, 2017, ETK has the option to extend the B.M. Mining Agreement annually by making certain payments to B.M. Mining as described in the B.M. Mining Joint Venture. ETK has made the optional payments to extend the B.M. Mining Agreement and intends to keep the B.M. Mining Agreement in force.

ETK has the right to buy B.M. Mining’s interest in the B.M. Mining Agreement for US$200,000 and the issuance of a 3% net smelter royalty (“NSR”). ETK also has the right to buy all of the 3% NSR upon payment to B.M. Mining of an amount that is tied to the price of Au per ounce at the time ETK exercises its option to purchase.

Summary of Property Holding

After the restructuring efforts undertaken by the Company with regard to the PPMSs held under the agreement with Mr. Alphonso, the assignment of the three PLs to Mr. Alphonso, the addition of the B.M. Mining PPMSs, and other adjustments, as of December 31, 2019 the Toroparu Project covers a total of 131,334 acres (53,149 hectares) comprising seven small scale claims, 88 PPMSs, 13 MPs, and two contiguous PLs.

Rentals and Royalties

The Company has executed a mineral agreement with the Government of Guyana (the “Mineral Agreement”) that stipulates a royalty of 8% on gold (1.5% on copper) produced from its mineral claims payable in cash or in kind to the Government of Guyana.

Mineral claims are also subject to annual rentals. The rental rates for each of the MPs are US$1.00 per acre per annum. Rental rates for PLs are US$0.50 per acre for the first year, US$0.60 per acre for the second year, and US$1.00 per acre for the third year. The PL’s held by the Company issued in October 2013 were set to expire on February 21, 2020. Due to the level of work completed by the Company on the PL’s and the

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

demonstration by the Company that potentially valuable mineralization was present on the PL’s, the Guyana Geology and Mines Commission recommended that the Company apply for reissuance of the PL’s. The Company applied for reissuance on February 14, 2020.

An application fee of US$100 and a work performance bond equal to 10% of the approved budget is also required. Rentals on the claims controlled by ETK are payable annually by the expiry date of each claim.

Environmental Liabilities

Neither the Toroparu Project, nor the Chicharron Project are the subject of any known environmental liabilities.

Toroparu Project Permits

ETK has all the necessary permits and permissions currently required to conduct its exploration work and medium‐scale mining and gravity recovery of gold and other minerals on the Toroparu Project. In addition, the project has its Environmental Authorization, Mineral Agreement and Fiscal Stability Agreement in place.

The Company has also signed a Memorandum of Understanding with the Guyana Government giving the Company exclusive rights to develop the Kurupung Hydro Project, approximately 50 km south of the Toroparu Project. Optimizing the project’s power supply by building the proposed run‐of‐river hydroelectric facility could significantly reduce the project’s life‐of‐mine operating costs. The Memorandum of Understanding is effective through December 31, 2021.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Exploration Expenditures

The following table sets forth a breakdown of material components of the Company’s exploration expenditures for the year ended December 31, 2019 and 2018.

		Year Ended		Year Ended
		December 31, 2019		December 31, 2018
Chicharron Project exploration costs
Camp expenses	$	66,838	$	56,406
Consulting		133,060		91,483
Drilling		428,031		175,461
Engineering studies		5,843		37,256
Lab fees		940		2,227
Office and administrative costs		10,689		6,410
Salaries and benefits		161,084		82,103
Travel and accommodation		1,690		5,155
Total Chicharron Project exploration costs	$	808,175	$	456,501
ToroparuProject exploration costs
Camp expenses	$	629,051	$	1,046,159
Consulting		204,891		570,424
Drilling		‐		1,077,439
Engineering studies		1,079,024		1,609,566
Lab fees		145,205		384,902
Office and administrative costs		98,646		184,181
Salaries and benefits		372,524		421,097
Travel and accommodation		163,036		427,131
Production commitment fees		300,685		480,716
Prospectinglicenses		183,522		323,230
Toroparu Project exploration costs sub‐total	$	3,176,584	$	6,524,845
Stock‐based compensation		25,362		27,903
Depreciation		75,852		46,239
Total Toroparu Project exploration costs	$	3,277,798	$	6,598,987
Total exploration costs	$	4,085,973	$	7,055,488
Less: Depreciation		(75,852)		(46,239)
Total exploration costs net of depreciation	$	4,010,121	$	7,009,249

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Summary of Quarterly Results

The selected quarterly financial information prepared in accordance with IFRS for the past eight financial quarters is outlined below.

quarters is outlined below.
Three Months Ended	Net Loss$	Basic and Diluted Loss Per Share$
Dec 31,2019	(13,662,682)	(0.39)
Sep30,2019	(1,447,708)	(0.05)
Jun 30,2019	(1,404,718)	(0.05)
Mar 31,2019	(2,394,739)	(0.09)
Dec 30,2018	(2,058,628)	(0.08)
Sep30,2018	(2,423,784)	(0.10)
Jun 30,2018	(1,696,812)	(0.10)
Mar 31,2018	(4,005,972)	(0.24)

The Company’s net loss related primarily to the impairment of the Chicharrón property of $9,264,027 in Q4 of 2019. All other expenses variance primarily relate to timing of exploration expenditures in Guyana and general working capital purposes and management compensation.

Results of Operations

Year Ended December 31, 2019, compared with Year Ended December 31, 2018

The Company’s net loss totaled $18,909,847 for the year ended December 31, 2019, with basic and diluted loss per share of $0.54. This compares with a net loss of $10,185,196 with basic and diluted loss per share of $0.49 for the year ended December 31, 2018. The increase in net loss of $8,724,651 was due to:

Impairment of the Chicharron property of $9,264,027 for the year ended December 31, 2019 as a result of management ceasing further exploration work at the property.
Exploration expenditures decreased $2,999,128 during the year ended December 31, 2019 as compared to the year ended December 31, 2018, primarily due to a decrease of $417,108 for camp expenses, $1,077,439 for drilling, $530,542 for engineering, $365,533 for consulting, $239,697 for lab fees, $264,095 for travel, $139,708 for prospecting licenses, and $180,031 for B.M. Mining reduced annual agreement amount; and deferred property obligation present value calculation as relates to the US$1,000,000 payment in December 2018. The Chicharrón Project exploration costs of $351,674 are included in the net decrease for year ended December 31, 2019.
Investor relations and marketing costs for the year ended December 31, 2019 increased $1,099,028 as compared to the year ended December 31, 2018. The increase is due to the addition of strategic advisory board, digital marketing firms and marketing advisory services.
There was an increase of $823,967 in stock‐based compensation during the year ended December 31, 2019 as compared to the year ended December 31, 2018, due to increase in management stock options.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Depreciation increased $83,266 during the year ended December 31, 2019 as compared to the year ended December 31, 2018 due to the amortization of IFRS 16 Right of Use Lease Liability.

Deferred Management Compensation

At December 31, 2019, the Company has a remaining obligation of $593,601 (US$457,038) (December 31, 2018: $633,666) pertaining to management compensation and severance amounts owed in connection with a corporate restructuring that occurred in the fourth quarter of 2014. Subsequent to December 31, 2019, the Company settled the full obligation owing to management in cash of US$457,038.

In November 2017, the Company agreed to settle $432,852 of its deferred management compensation through the issuance of an aggregate of 1,236,718 units. Each unit consisted of one common share and one share purchase warrant entitling the holder to acquire one additional common share at a price of $0.50 for a period of five years. In January 2018, the units were issued with a fair value of $668,858 and the liability of $432,852 was extinguished resulting in a loss on settlement of the liability of $236,006.

Liquidity and Capital Resources

There is no assurance that equity, or any other form of capital, will be available to the Company in the amounts or at the times desired by the Company, or on terms that are acceptable to the Company. See “Risk Factors” below and “Note 1 to the Annual Financial Statements for going concern discussion”.

The Company’s liquidity and ability to access capital resources fluctuates based on the trends identified under the heading “Trends”. Apart from these and the risk factors noted under the heading “Risk Factors” below, management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company’s liquidity and capital resources.

The Company does not have significant credit or interest rate risk. Accounts payable and accrued liabilities are short‐term and non‐interest bearing, while the convertible debentures bear interest at a fixed rate. The Company’s credit risk with financial instruments is minimal as excess cash is invested with major Canadian chartered banks in guaranteed investment certificates.

Trends

The Company anticipates that it will continue to experience net losses as a result of operating costs and ongoing exploration and evaluation of the Toroparu Project until such time as revenue‐generating activities are commenced. The Company’s future financial performance is dependent on many external factors. Both the price of, and the market for, gold is volatile, difficult to predict, and subject to changes in domestic and

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

international political, social, and economic environments. Circumstances and events such as current economic conditions and ongoing volatility in the capital markets could materially affect the future financial performance of the Company.

Contingencies

The Company’s mining and exploration activities are subject to various government laws and regulations relating to environmental protection. As at December 31, 2019, the Company does not believe that there are any significant environmental obligations requiring material capital outlays in the immediate future and anticipates that such obligations will arise only when mine development commences.

Off‐Balance Sheet Arrangements

As of the date of this MD&A, the Company has no material off‐balance sheet arrangements.

Select Annual Financial Information

Select Annual Financial Information
		Year ended		Year ended		Year ended
	December 31, 2019		December 31, 2018			December 31, 2017
Net Loss	$	(18,909,847)	$	(10,185,196)	$	(8,008,988)
Net loss per share basic and diluted	$	(0.53)	$	(0.49)	$	(0.54)
		As at		As at		As at
	December 31, 2019		December 31, 2018			December 31, 2017
Mineral properties under exploration	$	25,061,071	$	34,295,548	$	25,061,071
Total assets	$	58,905,377	$	37,881,768	$	30,359,078
Current liabilities	$	1,500,684	$	1,455,981	$	2,597,266

Commitments

Under the terms of the Wheaton PMPA, Wheaton may purchase 10% of the gold produced from the Company’s Toroparu Project in exchange for funding of US$148.5 million and 50% of the silver produced from the Company’s Toroparu Project in exchange for funding of US$5 million, for a total commitment from Wheaton of US$153.5 million which amount may change under the Toroparu Project rescoping as detailed in the 2019 PEA. Up‐front payments of US$15.5 million have already been received, with the remainder to be paid out in installments during project construction. In addition, Wheaton will make ongoing payments to the Company of the lesser of the market price and US$400 per payable ounce of gold delivered to Wheaton over the life of the Toroparu Project, subject to a 1% annual increase starting after the third three months of production. With regard to silver production, Wheaton will make ongoing payments to the Company of the lesser of the market price and US$3.90 per payable ounce of silver delivered to Wheaton over the life of the Toroparu Project, subject to a 1% annual increase starting on the fourth anniversary of production.

In November 2011, the Company executed a mineral agreement with the Government of Guyana that stipulates a royalty of 8% on gold (1.5% on copper) produced from its mineral claims payable in cash or in kind to the Government of Guyana. Mineral claims are also subject to annual rentals, as previously described.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

An in‐kind royalty of 6% was payable to Mr. Alphonso on all gold and other mineral production from the claims subject to the Alphonso Joint Venture. With the closing of the Purchase, as discussed above, the in‐ kind royalty payment to Mr. Alphonso is extinguished.

The Company has certain commitments to maintain its rights under the B.M. Mining Agreement consisting of annual payments in 2019 of US$90,000 increasing to US$100,000 in 2020 and onwards. By agreement dated November 23, 2019, the annual payment due under the B.M. Mining Agreement was reduced to US$35,000, which was paid in December 2019.

Subsequent Events

2,000 warrants were exercised for proceeds of $2,640.

The Company announced a non‐brokered private placement of 2,631,579 units (the “Units”) at a price of $0.95 per Unit for gross proceeds of up to $2,500,000. Each Unit consists of one common share of the Company (“Share”) and one share purchase warrant entitling the holder to purchase one Share at $1.30 for a period of three years from the date of issuance (“Warrant”). The Warrants are subject to an acceleration clause whereby the warrant must be exercised within 30 days should the share price trade at $2.25 or higher for ten consecutive days.

The Company reserved for issuance 925,000 stock options with an exercise price of $1.30 and a term of 5 years. The Company also purchased 509,375 options with an exercise price of $4.24 from option holders at a price of $0.05 per option, for total consideration of $22,813.

Share Capital

The Company is authorized to issue an unlimited number of common shares.

As of the date of this MD&A, the Company had 38,030,790 common shares outstanding on a non‐diluted basis. The Company also had 3,798,125 stock options and 22,752,469 common share purchase warrants outstanding, which are exercisable to acquire one common share of the Company.

Proposed Transactions

As of the date of this MD&A, there are no proposed transactions of a material nature being considered by the Company, other than those disclosed in this document.

Related Party Transactions

As at December 31, 2019, Gran Colombia owned 20.66% on an undiluted basis of the Company, excluding the impact of warrants and convertible debentures.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

The Company’s transactions below include related party transactions not disclosed elsewhere in this MD&A and are in the normal course of business and all amounts due to related parties are non‐interest bearing and payable on demand.

a) Included in accounts payable and accrued liabilities is $31,615 (December 31, 2018: $34,259) due to officers and directors of the Company.
b) Included in accounts payable and accrued liabilities is $Nil (December 31, 2018: $87,547) due to Gran Colombia for reimbursement of exploration expenditures.

c) Remuneration of directors and key management of the Company was as follows:

	Year Ended
	December 31,2019 December 31,2018
Salaries and benefits for management	$ 390,891 $ 385,774
Stock‐based compensation	1,172,977 1,037,631
	$1,563,868 $1,423,405

The Company’s Directors elected to waive fees for 2018‐2019.

Financial Instruments

The Company’s activities potentially expose it to a variety of financial risks including credit risk, liquidity risk, currency risk and interest rate risk.

Credit Risk

Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligation. Financial instruments that potentially subject the Company to credit risk consist of cash and restricted cash. The maximum credit risk represented by the Company’s financial assets is represented by their carrying amounts. The Company holds its cash and restricted cash with reputable financial institutions, from which management believes the risk of loss to be minimal.

Liquidity Risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if its access to the capital market is hindered whether as a result of a downturn in stock market conditions generally or as a result of conditions specific to the Company. The Company generates cash primarily through its financing activities. At December 31, 2019, the Company had cash, restricted cash of $7,528,166 (December 31, 2018: $3,252,657) to settle current liabilities of $1,500,684 (December 31, 2018: $1,455,981). In June 2019 and August 2019, the Company completed equity financings for gross proceeds of $4,000,125 and $7,500,000 respectively. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity (Note 1).

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

The Company’s cash, restricted cash and cash held in escrow are measured using Level 1 inputs as at December 31, 2019.

Currency Risk

The Company’s functional currency is the Canadian dollar and major purchases including acquisitions and financings are generally transacted in Canadian dollars. The Company funds certain operations, exploration and administrative expenses in Guyana and Colombia on a cash call basis using U.S. dollar currency and maintains U.S. dollar, Guyanese dollar and Colombian peso bank accounts. The Company is subject to gains and losses from fluctuations in the U.S. dollar, Guyanese dollar, and Colombian peso against the Canadian dollar.

The following table summarizes, in Canadian dollar equivalents, the Company’s major foreign currency exposures to the U.S. dollar as at December 31, 2019. The Company manages its U.S. dollar currency risk by maintaining resources in its U.S. dollar bank accounts sufficient to meet its U.S. dollar operational requirements. The Company’s exposure to the currency risk of Guyanese dollars and Colombian pesos is not material.

material.
		December 31,2019
Assets	$	26,482,008
Liabilities		(27,153,507)
	$	(671,499)

The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at December 31, 2019 with all other variables held constant.

	Sensitivity Analysis,	Increase (Decrease) in
	Change in USD	Net Income
Decrease in Net Income	‐1%	$ 6,715
Increase in Net Income	1%	$ (6,715)

Management of Capital

The Company manages its capital to ensure that funds are available or are scheduled to be raised to provide adequate funds to carry out the Company’s planned exploration programs and to meet its ongoing administrative costs. The Company considers its capital to be total shareholders’ equity (managed capital) which, at December 31, 2019, totaled $14,438,076 (December 31, 2018: $19,484,987).

This capital management is achieved by the Board of Directors’ review and acceptance of exploration budgets that are achievable using existing resources and the timely matching and release of the next stage of expenditures with the resources made available from private placements or other fundraising.

The Company’s capital management objectives, policies and processes have remained unchanged during the year ended December 31, 2019.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Changes in Accounting Policies

IFRS 16 – Leases

The Company adopted IFRS 16 Leases (“IFRS 16”) on January 1, 2019 which introduces a single, on‐balance sheet accounting model for lessees. As a result, the Company, as a lessee, has recognized right‐of‐use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments. The Company has elected not to apply IFRS 16 to leases with a term of less than 12 months or leases where the underlying asset is of low value.

The Company adopted IFRS 16 using the modified retrospective approach; therefore, the comparative information for 2018 has not been restated.

As at January 1, 2019, the applicable leases consisted of office leases that had previously been classified as operating leases. On transition, lease liabilities for these leases were measured at the present value of remaining lease payments, discounted at the Company’s incremental borrowing rate as of January 1, 2019, which was estimated at 6.5%. The Company elected to measure the right‐of‐use assets at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.

On transition to IFRS 16, the Company recognized right‐of‐use assets and lease liabilities for its office leases resulting in an increase to its property plant and equipment of $166,283 as at January 1, 2019 with a corresponding increase in lease liabilities, included in accounts payable and accrued liabilities.

The following is the new accounting policy for leases under IFRS 16:

A contract is or contains a lease when the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

The Company recognizes a right‐of‐use asset and lease liability at the lease commencement date. The right‐ of‐use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses, and adjusted for certain re‐measurements of the lease liability. The cost of the right of use asset includes the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date, less any lease incentives received, any initial direct costs; and if applicable, an estimate of costs to be incurred by the Company in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The incremental borrowing rate reflects the rate of interest that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is re‐measured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

guarantee, or, as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

The Company does not recognize right‐of‐use assets and lease liabilities for leases of low‐value assets and leases with lease terms that are less than 12 months. Lease payments associated with these leases are instead recognized as an expense over the lease term on either a straight‐line basis, or another systematic basis if more representative of the pattern of benefit.

The Company has applied judgment to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right‐of‐use assets recognized.

Right‐of‐use assets are presented in the same line item as it presents underlying assets of the same nature that it owns. The Company presents lease liabilities in accounts payable and accrued liabilities in the statement of financial position.

Disclosure of Internal Controls

Management has established processes to provide sufficient knowledge to support representations that it has exercised reasonable diligence that (i) the audited consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.

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

(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer’s GAAP.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Technical Disclosure

Certain information set out herein is based on the 2019 PEA Technical Report which was prepared by SRK with an effective date of July 18, 2019, entitled “Preliminary Economic Assessment Report Toroparu Gold Project Upper Puruni River Area, Guyana”.

Cautionary Note Regarding Forward‐looking Statements

This MD&A contains certain forward‐looking information and forward‐looking statements, as defined in applicable securities laws (collectively referred to herein as “forward‐looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward‐looking statements. Often, but not always, forward‐looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward‐looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward‐looking statements. The forward‐looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. Specifically, this MD&A includes, but is not limited to, forward‐looking statements regarding: the potential of the Company’s properties to contain copper and gold deposits that can be profitably extracted; the Company’s ability to meet its working capital needs at the current level for the 12‐month period ending December 31, 2019; the plans, costs, timing and capital for future exploration and development of the Company’s property interests, including the costs and potential impact of complying with existing and proposed laws and regulations; management’s outlook regarding future trends; sensitivity analysis on financial instruments, which may vary from amounts disclosed; market prices and price volatility for gold, silver and copper; and general business and economic conditions.

Inherent in forward‐looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. These risks, uncertainties and other factors include, but are not limited to, price volatility, changes in debt and equity markets, timing and availability of external financing on acceptable terms, the uncertainties involved in interpreting geological data, uncertainty regarding the Company confirming title to its properties, the possibility that future exploration results will not be consistent with the Company’s expectations, increases in costs, environmental compliance and changes in environmental and other local legislation and regulation, interest rate and exchange rate fluctuations, changes in economic and political conditions and other risks involved in the mining industry, as well as those risk factors listed in the “Risk Factors” section below. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward‐looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward‐looking statements contained in this MD&A. Such statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to, assumptions about the availability of financing for the Company’s exploration and development activities; operating and exploration costs; the Company's ability to retain and attract skilled staff; timing of the receipt of regulatory and governmental approvals for exploration projects and other operations; market competition; and general business and economic conditions.

Forward‐looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward‐looking statements. All

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

forward‐looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward‐looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward‐looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward‐ looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward‐looking statements, unless required by law.

Significant Accounting Estimates and Judgments

The preparation of these consolidated financial statements require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors including expectations of future events that are believed to be reasonable under the circumstances.

Critical Accounting Estimates

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively from the period in which the estimates are revised. The following are the key estimate and assumption uncertainties that have a significant risk of resulting in a material adjustment within the next financial year.

(i) Impairment of assets

When there are indications that an asset may be impaired, the Company is required to estimate the asset’s recoverable amount. Management considers various factors including overall economic viability of the project, resource prices and long‐term forecasts, ability to maintain title and finance the asset, and market capitalization, when evaluating whether there are any indicators of impairment. Recoverable amount is the greater of value in use and fair value less costs of disposal. Determining the value in use requires the Company to estimate expected future cash flows associated with the assets and a suitable discount rate in order to calculate present value. Chicharron was written down to $nil, due to management’s decision to curtail exploration operations.

(ii) Stock‐based compensation

Management is required to make certain estimates when determining the fair value of stock option awards, and the number of awards that are expected to vest. These estimates affect the amount recognized as stock‐based compensation in the statement of operations. For the year ended December 31, 2019, the Company recognized $2,044,784 in stock‐based compensation expense as related to G&A overhead (December 31, 2018: $1,223,358).

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Critical Accounting Judgments

In the preparation of these consolidated financial statements management has made judgments, aside from those that involve estimates, in the process of applying the accounting policies. These judgments can have an effect on the amounts recognized in the financial statements.

(i) Mineral properties under exploration

Management is required to apply judgment in determining whether technical feasibility and commercial viability can be demonstrated for the mineral properties. Once technical feasibility and commercial viability of a property can be demonstrated, exploration costs will be reclassified to mineral properties under exploration and subject to different accounting treatment. As at December 31, 2019 and 2018 management had determined that no reclassification of exploration expenditures was required as no positive feasibility has been derived, no planned financing was in place and the Board of Directors had not approved the development of resource assets.

(ii) Going Concern

Management is required to apply judgment regarding the going concern assumption of the Company as discussed in Note 1 to the Annual Financial Statements. Management considers various factors including current working capital, budgeted and committed expenditures, discretionary expenditures and available financing opportunities. As at December 31, 2019, management determined the existence of material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern.

Risk Factors

The operations of the Company are speculative due to the high‐risk nature of its business. In addition to information set out elsewhere in this MD&A, the factors set forth below could materially affect the Company’s financial condition and/or future operating results and could cause actual events to differ materially from those described in forward‐looking statements relating to the Company.

Limited Operating History and History of Losses

The Company has not commenced commercial mining operations and is not currently generating cash flows from operations, and there can be no assurances that it will generate positive cash flows from operations in the future.

No History of Mineral Production

The mineral reserves contained in this MD&A are estimated quantities of proven and probable mineral reserves that can be mined legally and economically, and processed by extracting their mineral content under current conditions and conditions anticipated in the future. The mineral resources contained in this MD&A are estimated quantities of measured, indicated and inferred mineral resources. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves. Furthermore, the quantity and

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

grade of reported inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category. There is no assurance that commercial quantities of metals and minerals will be discovered at the Toroparu Project or any future properties, nor is there any assurance that the exploration programs of the Company thereon will yield any positive results. Even if commercial quantities of metals and minerals are discovered, there can be no assurance that any property of the Company will ever be brought to a stage where mineral resources can profitably be produced thereon. Factors which may limit the ability of the Company to produce mineral resources from its properties include, but are not limited to, the price of the mineral resources which are currently being explored for, availability of additional capital and financing, the actual costs of bringing properties into production, and the nature of any mineral deposits.

Additional Capital

The development of the Company’s Resource Assets, or any future reserves found in them, will require substantial additional future financing. Failure to obtain sufficient financing could result in the delay or indefinite postponement of construction, development or production on any or all such property or even loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to the Company. In addition, any future financing may be dilutive to existing shareholders of the Company.

Exploration and Mining Risks

Resource exploration and development is a speculative business and involves a high degree of risk. The mineral resources contained in this MD&A are estimated quantities of measured, indicated and inferred mineral resources. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves. Furthermore, the quantity and grade of reported inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category. The mineral reserves contained in this MD&A are estimated quantities of proven and probable mineral reserves that can be mined legally and economically, and processed by extracting their mineral content under current conditions and conditions anticipated in the future. There is no certainty that the expenditures to be made by the Company in the exploration of the Upper Puruni Property will result in discoveries of additional commercial quantities of metals or minerals, or that the Company will be able to profitably extract mineralization. Further, the Company’s operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of metals and minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave‐ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken by the Company, milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. Although the Company intends to maintain when reasonable and possible, liability insurance in an amount which it considers adequate, the nature of these risks is such that liabilities could exceed policy limits, in which event the Company could incur significant costs that could have a materially adverse effect upon its financial condition. The exploration for and development of mineral deposits involves significant risks which even a

‐23‐

Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Company will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, including: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) metal prices, which are highly cyclical; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The precise effect of these factors cannot be accurately predicted; however, a combination of these factors may result in the Company not receiving an adequate return on invested capital.

Resource and Reserve Estimates Are Uncertain

The mineral resources contained in this MD&A are estimated quantities of measured, indicated and inferred mineral resources. The mineral reserves contained in this MD&A are estimated quantities of proven and probable mineral reserves that can be mined legally and economically, and processed by extracting their mineral content under current conditions and conditions anticipated in the future. There are numerous uncertainties inherent in estimating mineral resources and mineral reserves, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any mineral resource or mineral reserve estimate is a function of, among other things, the quantity and quality of available data, the assumptions made, and judgments used in engineering and geological interpretation. Mineral resource and mineral reserve estimates are also uncertain because they are based on limited sampling and not the entire ore body. In addition, there can be no assurance that gold or copper recoveries in small scale laboratory tests will be duplicated in larger scale tests under on‐site conditions or during production. There is no assurance that the estimated amount of mineral reserves will be recovered, or that it will be recovered at costs that the Company assumed in determining such mineral reserves. As the Company gains more knowledge and understanding of an ore body through on‐going exploration and mining activity, the mineral resource and mineral reserve estimates may change significantly, either positively or negatively. In particular, results of drilling, metallurgical testing, production, the evaluation of mine plans and fluctuations in gold or copper prices subsequent to the date of any estimate may require revisions of such estimate. Any material reductions in mineral resource or mineral reserve estimates, or of the Company’s ability to extract the mineral reserves, could have a material adverse effect on the Company’s results of operations and financial condition.

Uninsurable Risks

The Company’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave‐ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Company’s property interests or the properties of others, delays in mining, monetary losses and possible legal liability. It is not always possible to fully insure against such risks, and the Company may decide not to take out insurance against such risks as a result of high premiums or for other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in an increase in costs and a decline in value of the securities of the Company. It is anticipated that the Company will not be insured against most

‐24‐

Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

environmental risks. Insurance against environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) has not been generally available to companies within the industry. It is anticipated that the Company will periodically evaluate the cost and coverage of the insurance against certain environmental risks that is available to determine the appropriateness of obtaining such insurance. Without such insurance, and if the Company becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds available to the Company to pay such liabilities and could result in bankruptcy. Should the Company be unable to fund fully the remedial cost of an environmental incident, it could potentially be required to enter into interim compliance measures pending completion of the required remedy.

Environmental and Regulatory Risks

All phases of the Company’s operations are subject to environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s business, conditions or operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at this time.

Government approvals, licenses and permits are currently and will in the future be required in connection with the operations of the Company. To the extent such approvals are required and not obtained the Company may be curtailed or prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures, production costs, or reduction in levels of production at producing properties in the future, or require abandonment or delays in development of new mining properties in the future.

Permits and Licenses

Operations of the Company will require licenses and permits from various governmental authorities. Although the Company believes it currently has all required licenses and permits for its operations as currently conducted, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such licenses and/or permits for the existing operations or additional licenses and/or permits for all future operations. The Company anticipates that it will be able to obtain in the future all

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

necessary licenses and permits to carry on the activities which it intends to conduct, and intends to comply in all material respects with the terms of such licenses and permits. However, there can be no guarantee that the Company will be able to obtain and maintain, at all times, all necessary licenses and permits required to undertake its proposed exploration and development or to place properties into commercial production and to operate mining facilities thereon. In the event of commercial production, the cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations or preclude the economic development of the Toroparu Project.

Government Regulation

The mining, processing, development and mineral exploration activities of the Company are subject to various laws governing prospecting, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Exploration may also be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on future exploration and production, price controls, export controls, currency availability, foreign exchange controls, income taxes, delays in obtaining or the inability to obtain necessary permits, opposition to mining from environmental and other non‐governmental organizations, limitations on foreign ownership, expropriation of property, ownership of assets, environmental legislation, labor relations, limitations on repatriation of income and return of capital, limitations on mineral exports, high rates of inflation, increased financing costs, and site safety. This may affect both the Company’s ability to undertake exploration and development activities in respect of present and future properties in the manner contemplated, as well as its ability to continue to explore, develop and operate those properties in which it has an interest or in respect of which it has obtained exploration and development rights to date. Although the Company believes that its exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail development or future potential production. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof, could have a substantial adverse impact on the Company.

Mineral Tenure in Foreign Jurisdictions

There are certain risks associated with the Guyanese and Colombian mineral tenure regimes which are either not present, or are considerably reduced, in mineral tenure regimes in Canada and elsewhere. Such risks include the inability to definitively search government registries for certain underlying small scale claims which may exist within areas, and the potential uncertainty regarding the ability of the holder of a PL or MP or medium scale permit to explore for minerals which are not specifically identified in the relevant license or permit. Also, the Company may not be the registered holder certain of its claims in accordance with the laws in Colombia or Guyana or pursuant to the underlying agreements.

Territorial Risks

During 2015 the Government of Venezuela made several pronouncements related to the Venezuela‐Guyana border that indicated that Venezuela was disputing the agreed border between the two countries. The Venezuela‐Guyana border dispute was resolved and agreed upon by all parties under the 1899 Arbitration Agreement and any claims made outside of such agreement violate international law. The matter is currently

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

before the United Nations, however Venezuela’s border claim is widely viewed by the international community to be without merit.

If the Toroparu Project were to be encroached upon by the government of Venezuela, the Company would likely be unable to continue operations at Toroparu. Political instability in relation to these or other matters could also have a material adverse impact upon the Company’s ability to access suitable financing on acceptable terms.

Although considered highly unlikely, the possibility that Venezuela may secure control over the land underlying the Company’s property interests and the potential expropriation of such assets cannot be ruled out. The occurrence of these uncertainties cannot be accurately predicted and may constrain the Company’s ability to secure claim to its mineral properties, and/or impact its inability to operate its properties as permitted or enforce its rights with respect to its property interests. Any such loss, reduction or expropriation of its entitlements would have a material adverse effect upon the Company.

No Assurance of Title and Title Disputes

Although the Company has received a title opinion from Guyana local counsel in connection with the Upper Puruni Property, title insurance generally is not available, and the ability of the Company to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Furthermore, the Company has not conducted surveys of the claims in which it holds interests and, therefore, the precise area and location of such claims may be in doubt or challenged. Accordingly, the Company’s properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects which could have a material adverse impact on the Company’s business operations, condition and results of operations. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Political Risks

All of the Company’s current operations are presently conducted in South America and as such, are exposed to various levels of political, economic and other risks and uncertainties present in emerging nations. Such risks and uncertainties vary from country to country and include, but are not limited to: (i) currency exchange rates; (ii) high rates of inflation; (iii) labor unrest; (iv) renegotiation or nullification of existing concessions, licenses, permits and contracts; (v) changes in taxation policies; (vi) restrictions on foreign exchange and changing political conditions; (vii) currency controls; and (viii) governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Future political actions in Guyana and Colombia cannot be predicted and may adversely affect the Company. Changes, if any, in mining or investment policies or shifts in political attitude in the country of Guyana or Colombia may adversely affect the Company’s business, results of operations and financial condition. Future operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. The possibility that future governments may adopt substantially different policies, which may extend to the expropriation of assets, cannot be ruled out. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements. The

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Company’s consolidated business, results of operations and financial condition.

Infrastructure

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, power sources and water supplies are important requirements, which affect capital and operating costs. Unusual or infrequent weather, natural phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s future operations, financial condition and results of operations.

Limited Market for Securities

The Company’s common shares are currently listed on the TSXV; however, there can be no assurance that an active and liquid market for the common shares will be maintained and an investor may find it difficult to resell securities of the Company.

Price and Volatility of Public Stock

The market price of the Company’s common shares has experienced fluctuations which may not necessarily be related to the financial condition, operating performance, underlying asset values or prospects of the Company. It may be anticipated that any market for the common shares will be subject to market trends generally and the value of the common shares on the TSXV, or such other stock exchange as the common shares may be listed from time to time, may be affected by such volatility.

‐ Future Sales of Common Shares by Existing Shareholders and Future Issuances of Common Shares or Equity Related Securities

Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of such common shares and could impair the ability of the Company to raise capital through future sales of such common shares.

Any issuance of additional equity securities could dilute the interests of existing shareholders and could substantially decrease the trading price of the common shares. The Company may issue equity securities in the future for a number of reasons, including to finance its operations and business strategy (including in connection with acquisitions, strategic collaborations or other transactions) and to satisfy the Company’s obligations upon the exercise of outstanding warrants or options or for other reasons. Sales of a substantial number of common shares or other equity‐related securities in the public market (or the perception that such sales may occur) could depress the market price of the common shares and impair the Company’s ability to raise capital through the sale of additional equity securities. The Company cannot predict the effect that future sales of the common shares or other equity‐related securities would have on the market price of the common shares.

Commodity Prices

Factors beyond the control of the Company may affect the marketability and price of minerals discovered, if any. Resource prices have fluctuated widely in recent years and months and are affected by numerous

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

factors beyond the control of the Company, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors cannot be accurately predicted.

Global Financial Conditions

Securities of mining and mineral exploration companies, including the common shares of the Company, have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in Canada and globally, and market perceptions of the attractiveness of particular industries. The price of the securities of the Company is also significantly affected by short‐term changes in commodity prices, base and precious metal prices or other mineral prices, currency exchange fluctuation and the political environment in the countries in which the Company does business. As of the date of this document, the global economy continues to be in a period of significant economic volatility.

Litigation

Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Like most companies, the Company is subject to the threat of litigation and may be involved in disputes with other parties in the future which may result in litigation or other proceedings. The results of litigation or any other proceedings cannot be predicted with certainty. If the Company is unable to resolve these disputes favorably, it could have a material adverse effect on the Company’s financial position, results of operations or the Company’s property development.

Reliance on Limited Number of Property Interests

The only property interests held by the Company are the Upper Puruni Property and the interests held in connection with the Alphonso Upper Puruni Agreement, the Godette Agreement and the B.M. Mining Agreement. As a result, unless the Company acquires additional property interests, any adverse developments affecting any of the properties comprising the Upper Puruni Property could have a material adverse effect upon the Company and could materially and adversely affect the potential mineral resource production, profitability, financial performance and results of operations of the Company.

Uncertainty of Cost Estimates and Timing of New Projects

The capital expenditure and time required to develop new mines or other projects is considerable and changes in costs and/or construction schedules, can affect project economics. There are a number of factors that can affect costs and construction schedules, including, among others: availability of labor, power, transportation, commodities and infrastructure; changes in input commodity prices and labor costs; fluctuations in currency exchange rates; availability and terms of financing; difficulty of estimating construction costs over a period of years; delays in obtaining environmental or other government permits; weather and severe climate impacts; and potential delays related to social and community issues.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Competition

Competition in the mineral exploration business is intense and could adversely affect the ability of the Company to suitably develop the properties in which it holds its interests. The Company will be competing with other exploration companies potentially possessing greater financial resources and technical facilities. Accordingly, there is a high degree of competition for desirable mineral leases, suitable prospects for drilling operations and necessary mining equipment, as well as for access to funds. There can be no assurance that necessary funds can be raised by the Company or that any projected work will be completed.

Shortages of Critical Parts, Equipment and Skilled Labor May Adversely Affect Operations and Development Projects

The mining industry has been increasingly impacted by increased demand for critical resources such as input commodities, drilling and other equipment and skilled labor. These shortages may cause unanticipated cost increases and delays, thereby impacting operating costs, capital expenditures and production schedules.

Dependence on Key Personnel

The Company’s future success and growth depends in part upon the experience of a number of key management personnel. If for any reason, any one or more of such key personnel do not continue to be active in the Company’s management, the operations and business prospects of the Company could be adversely affected.

Conflicts of Interest

Certain directors of the Company are also directors, officers or shareholders of other companies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company will be required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board of Directors of the Company, any director in a conflict situation will be required to disclose his or her interest and abstain from voting in connection with the matter giving rise to the conflict. In determining whether or not the Company will participate in any project or opportunity, its directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the relevant time.

Currency

The fair value of, or future cash flows from, the Company’s financial instruments will fluctuate based on changes in foreign exchange rates. The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Company funds certain operations, exploration and administrative expenses in Guyana and Colombia on a cash call basis using U.S. dollar currency and maintains U.S. dollar, Guyanese dollar and Colombian peso bank accounts. The Company is subject to gains and losses from fluctuations in the U.S. dollar, Guyanese dollar and Colombian peso against the Canadian dollar.

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Dividend Policy

No dividends on the common shares have been paid by the Company to date. Payment of any future dividends, if any, will be at the discretion of the Company’s Board of Directors, after taking into account many factors, including the Company’s consolidated operating results, financial condition, and current and anticipated cash needs.

Cyber Security Threats

Information systems and other technologies, including those related to the Company’s financial and operational management, are an integral part of the Company’s business activities. Network and information systems‐related events, such as computer hackings, cyber‐attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, malicious social engineering or other malicious activities, or any combination of the foregoing, or power outages, natural disasters, terrorist attacks or other similar events, could result in damage to the Company’s property, equipment and data. These events also could result in significant expenditures to repair or replace the damaged property or information systems and/or to protect them from similar events in the future.

Further, any security breaches, such as misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in the Company’s information technology systems, including personnel and other data, could damage its reputation and require the Company to expend significant capital and other resources to remedy any such security breach. Insurance maintained by the Company against losses resulting from any such events or security breaches may not be sufficient to cover any consequent losses or otherwise adequately compensate the Company for any disruptions to its business that may result, and the occurrence of any such events or security breaches could have a material adverse effect on the business of the Company. There can be no assurance that these events and security breaches will not occur in the future or not have an adverse effect on the business of the Company.

‐ Compliance with Anti Corruption Laws

The Company is subject to various anti‐corruption laws and regulations including but not limited to the Canadian Corruption of Foreign Public Officials Act 1999. In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. The Company’s primary operations are located in Guyana and, according to Transparency International, the country of Guyana is perceived as having fairly high levels of corruption relative to the selected sample of countries around the world. The Company cannot predict the nature, scope or effect of future regulatory requirements to which its operations might be subject or the manner in which existing laws might be administered or interpreted. Failure to comply with the applicable legislation and other similar foreign laws could expose the Company and its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses and reputational damage, all of which could materially and adversely affect the Company’s business, financial condition and results of operations. Likewise, any investigation of any potential violations of the applicable anti‐corruption legislation by Canadian or foreign authorities could also have an adverse impact on the Company’s business, financial condition and results of operations, as well as on the market price of the Common Shares. As a consequence of these legal and regulatory requirements, the Company has instituted policies with regard to the code of business conduct and ethics. There can be no assurance or guarantee that such efforts have been and will be completely effective in ensuring the Company’s

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Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

compliance, and the compliance of its employees, consultants, contractors and other agents, with all applicable anti‐corruption laws.

COVID‐19 Impact

The World Health Organization declared COVID‐19 to be a pandemic on March 11, 2020. COVID‐19 has spread globally, and actions taken in response to COVID‐19 have interrupted business activities and supply chains; disrupted travel; contributed to significant volatility in the financial markets, resulting in a general decline in equity prices and lower interest rates; impacted social conditions; and adversely impacted local, regional, national and international economic conditions, as well as the labor market. To date, COVID‐19 has not had any significant impact on the Company’s operations. However, the Company is actively monitoring and implementing necessary precautions at its exploration sites and offices in response to quarantine directions and is expected to continue through to mid‐April and possibly longer. To the extent possible, the Company expects that its operations will continue to operate during the quarantine period. However, in light of COVID‐ 19, the Company has taken steps to slow down discretionary operating and capital expenditures to preserve its liquidity during this unusual situation.

Additional Information

Additional information relating to the Company is available on SEDAR at www.sedar.com, or on the Company’s website at www.goldxmining.com.

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Gold X Mining Corp. — Management Reports 2020

46005_rns_2020-04-22_d3bb046b-1707-4188-89a0-dbba076904c1.pdf

Introduction

Company Overview

Chicharrón Project

Wheaton Agreement

Toroparu Project Review and Outlook

Toroparu Project Acquisition and Agreements

Property Description and Location

Godette Agreement.

B.M. Mining Agreement

Summary of Property Holding

Rentals and Royalties

Environmental Liabilities

Toroparu Project Permits

Exploration Expenditures

Summary of Quarterly Results

Results of Operations

Year Ended December 31, 2019, compared with Year Ended December 31, 2018

Deferred Management Compensation

Liquidity and Capital Resources

Trends

Gold X Mining Corp. (formerly Sandspring Resources Ltd.) Management’s Discussion and Analysis Year Ended December 31, 2019

Contingencies

Off‐Balance Sheet Arrangements

Select Annual Financial Information

Commitments

Subsequent Events

Share Capital

Proposed Transactions

Related Party Transactions

Financial Instruments

Credit Risk

Liquidity Risk

Currency Risk

Management of Capital

Changes in Accounting Policies

IFRS 16 – Leases

Disclosure of Internal Controls

Technical Disclosure

Cautionary Note Regarding Forward‐looking Statements

Significant Accounting Estimates and Judgments

Critical Accounting Estimates

Critical Accounting Judgments

Risk Factors

Limited Operating History and History of Losses

No History of Mineral Production

Additional Capital

Exploration and Mining Risks

Resource and Reserve Estimates Are Uncertain

Uninsurable Risks

Environmental and Regulatory Risks

Permits and Licenses

Government Regulation

Mineral Tenure in Foreign Jurisdictions

Territorial Risks

No Assurance of Title and Title Disputes

Political Risks

Infrastructure

Limited Market for Securities

Price and Volatility of Public Stock

Commodity Prices

Global Financial Conditions

Litigation

Reliance on Limited Number of Property Interests

Uncertainty of Cost Estimates and Timing of New Projects

Competition

Dependence on Key Personnel

Conflicts of Interest

Currency

Dividend Policy

Cyber Security Threats

‐ Compliance with Anti Corruption Laws

COVID‐19 Impact

Additional Information

More from Gold X Mining Corp.

Gold X Mining Corp. Management Reports 2020