NevGold Corp. - Management Reports 2023

==> picture [191 x 39] intentionally omitted <==

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the Quarter Ended March 31, 2023

INTRODUCTION

This Management’s Discussion and Analysis (“ MD&A ”) of Nevgold Corp. (“ the Company ” or “ NevGold ” or “ the Corporation ”), has been prepared by management as of May 29, 2023, unless otherwise noted. The following discussion of performance, financial condition and outlook should be read in conjunction with the consolidated financial statements for the years ended December 31, 2022 and 2021, and the notes thereto, prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar references are to Canadian dollars ($) except where otherwise may be indicated.

Additional information relevant to the Company’s activities and those of its predecessor Silver Mountain Mines can be found on SEDAR at www.sedar.com under the profile of the Company.

Mr. Derick Unger CPG is the non-independent Qualified Person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects , and approved all scientific and technical information in this MD&A. Mr. Unger is the Vice President Exploration of the Company.

Readers are cautioned that this MD&A contains forward-looking statements and that actual results may vary from management’s expectations. See “Forward-Looking Statements” at the end of this MD&A and the various risk factors and other matters discussed in the Company’s public disclosure at www.sedar.com.

DESCRIPTION OF THE BUSINESS

The Company was formed on June 23, 2021 by a business combination of Silver Mountain Mines Inc. (“SMM") and Nevgold BC Holding Inc. (“Nevgold BC”). The business combination is considered a reverse-take-over (“RTO”) whereby SMM is the legal parent and Nevgold BC is considered the acquirer. After the Transaction, SMM has changed its name to Nevgold Corp.

NevGold’s principal business activity is the exploration and development of its mineral properties including:

the Limousine Butte and Cedar Wash gold properties in Nevada, USA,
the Nutmeg Mountain gold project in Idaho, USA; and
the Ptarmigan polymetallic property in British Columbia, Canada

Nevgold March 31, 2023 MD&A - Page | 1

HIGHLIGHTS, RECENT DEVELOPMENTS AND OUTLOOK

Nutmeg Mountain Gold Project

GoldMining Inc. Option Agreement

On July 4, 2022 Nevgold closed an option and financing agreement (“Nutmeg Option Agreement”) with GoldMining Inc. (“GMI”) relating to the acquisition of the Nutmeg Mountain Gold Project (“Nutmeg Project”) in Idaho (the “Nutmeg Option”).

Under the Nutmeg Option Agreement, Nevgold, GMI, and their respective U.S. subsidiaries agree to the following:

In consideration for the grant of the Option, Nevgold issued 4,444,444 common shares to GMI at a price of $0.675 per share, totalling $3.0 million.
Concurrent with the above share issuance, GMI has made an initial investment of $1 million, subscribing for 1,481,481 Nevgold shares at a price of $0.675 per share (proceeds received in July 2022). GMI has become a large, cornerstone, strategic investor of Nevgold with an approximate 10.6% interest.
GMI also commits to a further lead order in an amount up to $1.25 million in a future financing by Nevgold to be completed by November 30, 2022. This date was deferred by mutual agreement util December 5, 2022 when the financing closed and the GMI commitment was met;
In order to exercise the Nutmeg Option, Nevgold will pay the following amounts, or at its discretion, issue shares to GMI with an equivalent value, on the following schedule:
January 1, 2023: $1.5 million (3,658,536 common shares issued on January 1, 2023 with the fair value $1.5 million).
July 1, 2023: $1.5 million
o January 1, 2024: $3.0 million
In order to exercise the Nutmeg Option, Nevgold will also be required to make qualifying expenditures on the Nutmeg Project totalling $2.25 million:
$1.5 million on or before June 1, 2023
a further $0.75 million on or before December 31, 2023
On completion of the total $9.0 million in equity issuances and/or payments to GMI and total $2.25 million in qualifying expenditures by January 1, 2024, Nevgold would own 100% of the Nutmeg Project
Nevgold commits to a schedule of future success-based contingent payments totalling $7.5 million to GMI, payable in cash or shares at the election of Nevgold:
$0.5 million on completion of a Preliminary Economic Assessment on the Project
$2.5 million on completion of a Preliminary Feasibility Study on the Project
$4.5 million on completion of a Feasibility Study on the Project
Nevgold will enter into an Investor Rights Agreement with GMI with customary rights including pre-emptive equity participation rights and a right to appoint a Board member.

Issuance of Shares

On January 1, 2023. NevGold issued 3,658,536 common shares of the Company (with a fair value of $1.5 million) to GMI pursuant to the Nutmeg Option Agreement described above, whereby Nevgold has the right to acquire 100% of the Nutmeg Project in Idaho. These shares issued to GMI are subject to a hold period expiring on May 1, 2023. After this issuance, GMI beneficially owns 12,560,661 common shares of the Company, representing approximately 17.6% of the outstanding common shares of the Company.

Nevgold March 31, 2023 MD&A - Page | 2

Outlook for 2023

At Nutmeg Mountain, Idaho, the Company plans to advance the 2023 drill program at the project. Nutmeg Mountain had not been drilled since 2012, and after completing a robust surface mapping and core relogging program on the plus 70,000 meters of historical drilling in 2H-2022, it was clear the project had an abundance of untested exploration targets. First assays from Nutmeg were received and announced in April 2023.

At Limousine Butte in Nevada, the company is planning a 2023 drill program to follow up on the successful 2022 drill results from the project. The company is currently advancing a “drill targeting” exercise for the potential 2023 program.

The planned work at Cedar Wash has been paused due to the focus at Nutmeg Mountain and Limousine Butte.

In British Columbia, the initial Ptarmigan field exploration program was completed in 2022 under Nevgold’s existing permit. Subject to issuance of a new government permit, a full exploration program will start in 2023 as soon as weather permits. The Chief Gold Commissioner of British Columbia has granted Nevgold an extension on expiry of the Ptarmigan claims to May 9, 2024 given the likelihood the new permits will be delayed by unrelated government negotiations with the First Nations in the area. Nevgold is also continuing its evaluation of other promising mineral properties in BC.

CORPORATE STRUCTURE

As at the date of this report, the organization chart of the Company is shown in Figure 2 below:

==> picture [454 x 343] intentionally omitted <==

Figure 2. Corporate Structure

Nevgold March 31, 2023 MD&A - Page | 3

EXPLORATION AND EVALUATION ASSETS

Nevgold’s three US exploration assets are located in Nevada and Idaho (Figure 3).

==> picture [452 x 400] intentionally omitted <==

Figure 3, Location of US Properties

Nutmeg Mountain Gold Project, Idaho (see also the earlier section Corporate Update)

The Company has an option to acquire 100% of the Nutmeg Mountain Gold Project, formerly called Almaden (see the section “Corporate Update”).

Nutmeg Historical Mineral Resource

Table 1. Nutmeg Historical 2020 Mineral Resource Estimate

Category	Mtonnes	Grade g/tonne	Gold Mozs.
Indicated	43.5	0.65	0.91
Inferred	9.1	0.56	0.16

Nutmeg Mountain’s Historical Mineral Resource Estimate (“MRE”) information is extracted from a report titled "NI 43-101 Technical Report – Almaden Gold Property, Washington County, Idaho” completed by GoldMining Inc. with an effective date of April 1, 2020. NevGold considers the 2020 NI

Nevgold March 31, 2023 MD&A - Page | 4

43-101 mineral resource estimate as an Historical MRE that is both relevant and reliable. A NevGold Qualified Person has not done sufficient work to classify the Historical MRE as a Current MRE and Nevgold is not treating the Historical MRE as a current MRE. Further drilling and geological work will be required before the Historical MRE can be classified as a Current MRE.

The Nutmeg property comprises 1,724 hectares of Federal unpatented mining claims, 12 patented claims and two leases of private land. Historical exploration includes 934 drill holes totalling 70,234 meters, primarily on the patented claims. Road access is vey good - only 20 kilometers east of the town on Weiser Idaho. Weiser is 80 km northwest of Boise ID.

Historical high-grade, shallow, oxide gold drill intercepts include: 51.8m @ 2.14 g/t Au starting at surface (0 meters to 51.8 meters); 60.0m @ 1.38 g/t Au starting at surface (0 meters to 60.0 meters); and 54.7m @ 1.77 g/t Au (15.3 meters to 70.0 meters) including 24.1m @ 3.10 g/t gold. Additional details relating to the geology and interpretation of the historical drill results are contained in the Nevgold’s AIF and other material filed on SEDAR, including previous NI43-101 Technical Reports. Based on the best information available, Nevgold’s Qualified Person is of the opinion that the historical drilling was conducted in accordance with current industry best practices, norms and protocols with respect to drill sample security, integrity, core logging, splitting of core, insertion of blanks and standards and transportation to an industryaccredited lab facility.

The 2022 core relogging and surface mapping campaign is now complete, and the project has been advanced to the drilling stage after identifying multiple exploration targets.

Nevada Properties

The Limousine Butte and Cedar Wash Properties (collectively the “Nevada Properties”) were acquired from McEwen Mining under an asset purchase agreement (“McEwen Agreement”) in 2021. The location of the Nevada and Idaho Properties can be found in Figure 2.

McEwen Agreement

On June 23, 2021 Nevgold closed an Agreement with McEwen Mining Inc. and the McEwen Mining Subsidiaries (“ McEwen Mining ”). Pursuant to the Agreement, Nevgold agreed to purchase, and McEwen Mining agreed to sell, a 100% interest in the Limousine Butte and Cedar Wash Properties in consideration for the following:

a) paying McEwen Mining $600,000 on closing (June 23, 2021) (paid),
b) paying McEwen Mining $50,000 on or before June 23, 2022 (paid), and,
c) paying McEwen Mining $50,000 on or before June 23, 2023;
d) issuing 4,963,455 Class A common shares of the Company (issued in 2021);
e) issuing 2,481,727 share purchase warrants to acquire Class A common share at an exercise price of $0.60 per share with an expiry date of June 23, 2023 (issued in 2021)
f) granting a 0.5% Net Smelter Return (“ NSR ”) royalty on certain areas of the Limousine Butte Property; and
g) granting a 2.5% NSR on the Cedar Wash Property, with an option to reduce the percentage of the Cedar Wash NSR as follows:
i. from 2.5% to 2.0% by payment of US$500,000 to McEwen Mining;
ii. from 2.0% to 1.5% by payment of an additional US$500,000 to McEwen Mining; and
iii. from 1.5% to 1.0% by payment of an additional US$750,000 to McEwen Mining.

Investor Rights Agreement: Pursuant to an investor right agreement, McEwen Mining will have a pro-rata participation right in any future equity financings by the Company and any offering of the Company as long as they hold at least 5% of the issued and outstanding shares.

Nevgold March 31, 2023 MD&A - Page | 5

==> picture [392 x 318] intentionally omitted <==

----- Start of picture text -----

Resurrection
Ridge
Southwest
Exploration
----- End of picture text -----

Figure 6. Limousine Butte landholdings and Gold Exploration Areas

Limousine Butte

The Limousine Butte Property is located in east-central Nevada approximately 105 kilometers north of Ely, Nevada (see Figure 6 above) and encompasses approximately 6,650 hectares.

The project had historical production of approximately 100,000 ounces of gold from the Golden Butte pit in 1989-1990, and has historical drilling totalling approximately 900 holes and 120,000 meters. There are many identified advanced exploration targets within the large, consolidated land package.

Further technical information relating to the Limousine Butte Property is described in a Technical Report developed in accordance with National Instrument 43-101 and filed on SEDAR on May 17, 2021.

Nevgold completed drilling at Limousine Butte in Nevada in Q3-2022, with positive drill results released over the course of 2022, and outlined in the below figures.

Nevgold March 31, 2023 MD&A - Page | 6

==> picture [469 x 197] intentionally omitted <==

Figure 7. Limo Butte - Resurrection Ridge: Long section Looking Northwest

==> picture [469 x 216] intentionally omitted <==

Figure 8. Limo Butte -Cadillac Valley Long Section

Cadillac Valley results show thick intercepts of high-grade, oxide gold with an average thickness of holes drilled of 90 meters. 2022 drill intercepts include:

Hole CV 22-001 : 175.2m @ 0.86 g/t Au oxide, including 58.2m @ 2.13 g/t Au oxide and including 5.9m @ 12.32 g/t Au oxide
Hole CV 22-002: 126.2m @ 0.83 g/t Au oxide
Hole CV22-006: 73.1m @ 0.51 g/t Au oxide; also discovered new zone “Cadillac Valley South” with a +650 meters step out from hole CV22-002

Additional details relating to the geology and interpretation of the drill results above are contained in the associated news releases filed on SEDAR. Nevgold’s Qualified Person is of the opinion that the drilling conducted by Nevgold was conducted in accordance with current industry norms and protocols with respect to drill sample security, integrity, core logging, splitting of core, insertion of blanks and standards and transportation to an industry-accredited lab facility in Nevada.

Nevgold March 31, 2023 MD&A - Page | 7

Cedar Wash

Cedar Wash is an exploration-stage gold property located approximately 300 kilometers South-Southeast of Limousine Butte in Lincoln County, Nevada. The property was discovered by McEwen in 2015 and initial reconnaissance sampling and drilling in 2016-2017 yielded positive results. In 2021, Nevgold compiled and reviewed the existing geological database and commenced surface geology including rock chip sampling, soil sampling, and surface mapping.

Initial field exploration programs were completed in 2022. Cedar Wash is an exciting early-stage property with positive gold grades encountered in historic drilling and surface sampling.

Ptarmigan Properties, BC

The Ptarmigan property is located in the Purcell Mountains, approximately 35 kilometers west of the village of Radium Hot Springs in southeastern British Columbia. The Ptarmigan Property comprises 9,287 hectares and is accessed by well-maintained forestry roads. Historical work at Ptarmigan includes geophysical and geochemical analysis, approximately 14,000 meters of drilling, and metallurgical testwork. In 2021, Nevgold completed a historical data compilation in digitization.

Permitting for a 2022/2023 exploration program and related Notice of Work was submitted to permitting officials for review and consultation with First Nations groups. No permit has yet been received and the company currently operates under its pre-existing permit.

All historic geologic and geophysical data were re-compiled and reinterpreted in 3D geological software;
Mapping and sampling of north targets is nearly complete, with 50 rock samples collected and confirmation that magnetic anomalies are associated with alteration/mineralization;
Numerous structural measurements and rock type data points were collected and an updated geology map will be produced;
Mapping of the southern claim area is still pending due to issues accessing roads to Bruce and Law Creek. This area is lower priority due to distance from intrusive and previous sampling work indicating lesser potential;
Permitting for a 2022/2023 exploration program and related Notice of Work was submitted to permitting officials for review. No permit has yet been received and the company currently operates under its pre-existing permit.
In 2023 a magnetics survey may be undertaken but any drilling can only proceed under a new exploration permit.

General Update

In Nevada key geological staff were hired in 2021 and a Reno office was established. In July 2022 Nevgold also took control of an exploration office in Weiser, Idaho on closing of the Nutmeg Mountain option agreement. Drilling at Nutmeg Mountain project occurred during Q1 and Q2 2023.

At Nutmeg:

January-2023 approval of an Exploration Notice for the federal Bureau of Land Management (“BLM”) claims at the project surrounding the patented mining claims
1H-2023 drill program with assays pending

At Limousine Butte:

Positive 2022 Phase I drill results were released over 2022;
Submission of Exploration Plan of Operations in Q1-2023;
A further drill program is planned for 2023.

Nevgold March 31, 2023 MD&A - Page | 8

At Cedar Wash:

Work programs at Cedar Wash are paused due to focus on Nutmeg Mountain and Limousine Butte.

At Ptarmigan:

Permitting for a 2022/2023 exploration program and related Notice of Work was submitted to British Columbia permitting officials for review. A new permit has not yet been received and the Company currently operates under its pre-existing permit which allows for only limited surface work and reclamation activities;
The Chief Gold Commissioner of British Columbia has granted Nevgold a 12 month extension on the expiry of the Ptarmigan claims (to May 9, 2024) given the delay in new permit issuance. This delay is due to unrelated government negotiations with the First Nations in the area.

The continuity of the Company’s exploration and evaluation assets is as follows:

	Ptarmigan Cedar Wash Limousine Butte Nutmeg
	BC, Canada Nevada, USA Nevada, USA Idaho, USA Total
	$ $ $ $ $
	December 31, 2021 2,644,457 1,513,658 3,274,111 - 7,432,226
	Effect of change of foreign exchange - 40,079 86,443 - 126,522
	Acquisition and renewal of permits - 58,510 208,988 3,131,955 3,399,453
	Drilling - - 3,055,575 - 3,055,575
	Exploration 108,235 7,930 288,016 28,345 432,526
	Geological analyses 15,253 72,429 32,545 3,251 123,478
	Technical Staff 268,175 24,331 181,783 50,649 524,938
	December 31, 2022 3,036,120 1,716,937 7,127,461 3,214,200 15,094,718
	Effect of change of foreign exchange - 68,110 281,229 169,730 519,069
	Acquisition and renewal of permits - - - 1,602,916 1,602,916
	Drilling - - - 605,287 605,287
	Exploration 5,082 9,025 36,783 45,599 96,489
	Geological analyses - - 2,574 26,512 29,086
	Technical Staff 94,558 - 12,645 13,220 120,423
	March 31, 2023 3,135,760 1,794,072 7,460,692 5,677,464 18,067,988

SELECTED QUARTERLY INFORMATION

The Company’s quarterly results are not subject to seasonality and are mainly driven by the Company’s activities in exploring its mineral properties, other business development activities, and incidental events such as issuance and vesting of stock options.

The loss for the quarter ended June 30, 2021 was high as the Company incurred significant consulting and professional fees to enhance the completion of the RTO in that quarter. The June 2021 quarterly information presented in this section is prior to the closing of the Transaction in June 24, 2021 and relates to Nevgold BC.

Losses in other quarters are comparable to each other given the Company’s business did not have significant changes among these quarters.

Nevgold March 31, 2023 MD&A - Page | 9

	March 31	December 31	September 30	June 30
Quarter Ended	2023	2022	2022	2022
Revenues	-	-	-
Net Loss	($562,782)	($805,649)	($656,842)	($583,988)
Loss Per Share,
Basic & Diluted	($0.01)	($0.02)	($0.01)	($0.01)
	March 31	December 31	September 30	June 30
Quarter Ended	2022	2021	2021	2021
-		-	-	-
Net (Loss)	($482,596)	($419,420)	($584,873)	($1,768,388)
Loss Per Share,
Basic & Diluted	($0.01)	($0.01)	($0.01)	($0.46)

RESULTS OF OPERATIONS

Results of operation of the Three Months Ended March 31, 2023

During the quarter ended March 31, 2023, the Company had a net loss of $562,782 (2022 – 482,596). A comparison between 2021 to 2020 is outlined below:

comparison between 2021 to 2020 is outlined below:
Three months ended March 31,	2023	2022
	$	$
Accretion	5,363	5,949
Business development (i)	319,555	259,155
Consulting fees and salaries (ii)	128,830	125,350
Depreciation	15,614	15,594
Occupancy, administrative, and general expenses	52,643	25,562
Transfer agents and listing fees	12,163	3,645
Professional fees	11,305	15,062
Share-based compensation(iii)	32,067	33,764
Loss before the following items:	(577,540)	(484,081)
Interest income	14,758	1,485
Net loss	(562,782)	(482,596)

(i) The Company’s business development expenses comprise expenses incurred to elevate company awareness and broaden the Company’s investor base, including a US listing on the OTCQB and subsequent upgrade in May 2022 to the OTCQX Market.

(ii) The Company’s consulting fees, salaries, and director’s fees include consulting fees charged by the Company’s officers and directors, as well as salaries paid to technical and administrative staff hired by the Company’s subsidiary located in Nevada.

(iii) Share-based compensation expenses incurred are incidental and non-recurring in nature.

LIQUIDITY AND CAPITAL RESOURCES

During the quarter ended March 31, 2023, the Company used $0.55 million (2022- $0.46 million) and $0.96 million (2022 - $1.13 million) in its operating and exploration activities respectively.

As at March 31, 2023, the Company has a working capital of $0.95 million (2022/12/31-$2.42 million). In order to maintain adequate capital for the Company’s planned operations, the Company plans to raise

Nevgold March 31, 2023 MD&A - Page | 10

additional capital when, and as, needed subject to market conditions. While in the past the Company has been able to obtain the financing required to advance its projects when needed, there is no guarantee future financings will be available when needed.

The Company does not have external restrictions on its capital resources.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have off-balance sheet arrangements.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Company’s financial instruments are exposed to several financial and market risks, including credit, interest rate, liquidity, and commodity risks. The Company may, or may not, establish from time-to-time active policies to manage these risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of cash flow of its operations would warrant such hedging activities.

Fair value of financial instruments

The fair value hierarchy established by IFRS 13 Fair Value Measurement has three levels to classify the inputs to valuation techniques used to measure fair value described as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the assets or liabilities either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The fair values of the Company’s receivable, accounts payable and accrued liabilities are equivalent to their carrying values due to their short-term nature. The Company’s lease obligations are measured using level 3 inputs.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.

The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents. The Company mitigates its exposure to credit loss associated with cash and cash equivalents by placing its cash and cash equivalents in major financial institutions.

Liquidity risk and fair value hierarchy

Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they fall due or that it will be required to meet them at excessive cost. The Company reviews its working capital position regularly to ensure there is sufficient capital to meet short-term business requirements, after taking into account the Company’s holdings of cash. The Company’s cash is invested in business accounts, which are available on demand. The Company manages its liquidity risk mainly through raising funds from private placements and amounts from related parties.

The Company's operating cash requirements are continuously monitored and adjusted as input variables change. As these variables change, liquidity risks may necessitate the need for the Company to pursue

Nevgold March 31, 2023 MD&A - Page | 11

equity issuances, obtain project or debt financing, or enter into joint arrangements. There is no assurance that the necessary financing will be available in a timely manner.

Commodity risk

The Company is subject to commodity price risk arising from the fluctuation of metal price beyond the Company's control. The Company may have difficulties to identify and acquire economically viable projects for the Company to invest in if metal prices are depressed for an extended period.

Foreign currency risk

Foreign currency risk is the risk that the fair value of the Company’s assets and liabilities will fluctuate due to changes in foreign exchange rates.

The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in its functional currency. The Company does not manage currency risk through hedging or other currency management tools.

As at March 31, 2023, the Company’s exposure to foreign currency risk on its financial instruments is as follows:

	March 31, 2023	December 31, 2022
Cash Accounts payable and accrued liabilities Leaseliability	US$ 64,100	US$ 10,790
	(176,500)	(123,135)
	(191,240)	(201,393)
Netliabilities denominatedin foreigncurrency	US$ (303,640)	US$ (313,738)
Canadian dollar equivalent	$ (410,800)	$ (424,927)

A 10% change in the US dollar against the Canadian dollar at March 31, 2023 would have an impact of $41,100 (2022 - $42,500) to the Company’s comprehensive loss.

Interest rate risk

The Company is exposed to the risk that the value of financial instruments will change due to movements in market interest rates. As of March 31, 2023 and December 31, 2022, the Company did not have debt instruments exposed to variable interest rate. The risk is not considered significant.

Business risks

In the normal course of its mineral exploration business, the Company is exposed to various operational, technical, financial and regulatory risks and uncertainties, many of which are beyond its control and may significantly affect future results. Operations may be unsuccessful or delayed as a result of competition for services, supplies and equipment, mechanical and technical difficulties, the ability to attract and retain employees and contractors on a cost-effective basis, commodity and marketing risk and seasonality.

The Company is exposed to considerable risks and uncertainties including, but not limited to;

finding mineral resources and reserves on an economical basis;
uncertainties related to estimating the Company’s mineral resource or mineral reserves should there be such an estimate;
technical problems which could lead to unsuccessful drilling programs and environmental damage;
obtaining timely permits and regulatory approvals;
third party related operational risks including the ability to obtain access to certain properties, access to drilling rigs for exploration, road and other transportation infrastructure;
adverse factors including climate, geographical and weather conditions and labour disputes;

Nevgold March 31, 2023 MD&A - Page | 12

regulatory legislation and policies, including the fulfilment of contractual minimum work programs, the compliance with which may require significant expenditures and non-compliance with which may result in fines, penalties, production restrictions, suspensions or revocations of permits and contracts;
changes to government’s policies, laws and interpretations thereof; and,
obtaining comprehensive and appropriate insurance coverages at reasonable rates.

SHARE DATA

As of the date of this MD&A, the Company has 71,418,219 common shares, 17,289,987 share purchase warrants, and 5,266,000 stock options outstanding.

RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2023 and 2022, the Company incurred the following transactions with key management members and the directors of the Company:

	Nature 2023 2022
	$ $
	Key management Consulting fees 78,750 180,750
	Director Professional fees 8,546 3,091

As at March 31, 2023, the Company had accounts payable and accrued liabilities of $Nil due to the Company’s officers and directors (2022/12/31 - $90,579l). As at March 31, 2023, the Company had $111,929 (2022/12/31 - $116,073) included in accounts payable and accrued liabilities owing to a law firm at which a director is a partner. Interest is not charged on outstanding balances and there are no specified terms of repayment.

CONTINGENT LIABILITY

Litigation

In April, 2022, Nevgold’s US subsidiary, Nevgold USA Inc., was notified of a mechanic’s lien filed on certain claims at the Company’s Limousine Butte property in Nevada by InterGeo Drilling, LLC (“InterGeo”). The claim seeks recovery of US$386,906. Nevgold terminated the contract in December 2021 for non-performance pursuant to the terms of the drilling contract. Subsequent to the mechanic’s lien, a formal claim was filed in the White Pine County Court, Nevada by InterGeo, and Nevgold filed a counterclaim. The claims are currently in the discovery phase, with a trial set for October 2023.

Flow-through exploration expenditures

In connection with the flow-through shares issued in 2022, the Company is required to incur $1,120,000 (2021 - $Nil) exploration expenditures on Ptarmigan Property or other BC mineral properties before December 31, 2023

Net Smelter Royalty

The Company has various royalties on its Limousine Butte Project in Nevada. There is a 2.5% Net Smelter Royalty Agreement (“NSR”) with Franco-Nevada Corporation. On select claims at the project, the Company has a 1% NSR owed to Amselco Minerals Inc., and a 2.5% NSR owed to Teck Resources Limited.

Nevgold March 31, 2023 MD&A - Page | 13

As part of the acquisition of Limousine Butte from McEwen, the Company granted a 0.5% NSR to McEwen on a majority of the claims.

As part of the consideration for the acquisition of the Cedar Wash Project in Nevada from McEwen (Note 6), the Company granted a 2.5% NSR to McEwen. The royalty has buydown options of 0.5% for US$500,000, 0.5% for US$500,000, and a final 0.5% for US$750,000. If all buydown options are exercised, the NSR owed to McEwen on Cedar Wash is 1%.

The Company has an NSR Agreement on its Ptarmigan Project in British Columbia. The NSR requires the Company to pay a 3% royalty on the gross value of all products shipped from the lease to a third-party smelter less allowable expenses. If the minerals are shipped to a party other than a smelter, the royalty is decreased to 2% of the value of the recoverable metals and minerals determined by third party testing. The royalty has a 1% buydown option for $1,000,000.

SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are presented in Note 3 of the Company’s annual consolidated financial statements for the year ended December 31, 2022, which is available under the Company’s profile in www.sedar.com. The Company has not adopted new accounting policies since its recent year ended December 31, 2022.

CONTROLS AND PROCEDURES

Disclosure controls and procedures (‘DC&P’) are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting (‘ICFR’) are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. TSXV listed companies are not required to provide representations in filings relating to the establishment and maintenance of DC&P and ICFR, as defined in Multinational Instrument MI- 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) 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 (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding absence of misrepresentations and fair disclosures of financial information. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

FORWARD LOOKING STATEMENTS

Certain of the statements made and information contained herein contain forward-looking information and forward-looking statements within the meaning of applicable Canadian and United States securities laws. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements and information that relate to: Nevgold’s plans for its Nutmeg Mountain, Limousine Butte,

Nevgold March 31, 2023 MD&A - Page | 14

Cedar Wash and Ptarmigan exploration properties; the impacts of the COVID-19 pandemic on the global economy and the Company’s exploration plans; the need for additional funding; the ongoing exploration activities and the objectives and results thereof.

Forward-looking statements and information include statements regarding the expectations and beliefs of management. Often, but not always, forward-looking statements and forward-looking information can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements or information should not be read as guarantees of future performance and results. They are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and events to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information.

Such risks and uncertainties include, without limitation, those relating to: the impact of the COVID-19 pandemic on the business and operations of the Company; the state of financial markets; history of losses; dilution; loss of any material properties; interest rates increase; global economy; no history of production; future metals price fluctuations; speculative nature of exploration activities; periodic interruptions to exploration, development and mining activities; environmental hazards and liability; industrial accidents; failure of processing and mining equipment to perform as expected; labour disputes; supply problems; uncertainty of any future production and cost estimates; the interpretation of drill results and the future estimation of any mineral resources and reserves; changes in project parameters as plans continue to be refined; possible variations in ore reserves, grade of mineralization or recovery rates from management’s expectations and the difference may be material; legal and regulatory proceedings and community actions; accidents; title matters; regulatory approvals and restrictions; increased costs and physical risks relating to climate change, including extreme weather events, and new or revised regulations relating to climate change; permitting and licensing; volatility of the market price of the Company’s securities; insurance; competition; hedging activities; currency fluctuations; loss of key employees; other risks of the mining industry, as well as those risks discussed in this MD&A. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements and information.

The forward-looking statements and information contained herein are based upon assumptions management believes to be reasonable, including, without limitation: no adverse development in respect of the properties; no material changes to applicable laws; no worsening of the current COVID-19 related work restrictions; reduced impacts of the COVID-19 pandemic in the medium-term and long-term; no material adverse change to the price of gold and other metals from current levels; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. The forward-looking information and statements are stated as of the date hereof. Nevgold disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding Nevgold’s business contained in Nevgold’s reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on Nevgold and the risks and challenges of its business, investors should review Nevgold’s filings that are available at www.sedar.com.

Nevgold provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.

Nevgold March 31, 2023 MD&A - Page | 15