O2Gold Inc. — Management Reports 2021

May 1, 2021

O2Gold Inc. (formerly Origin Gold Corporation)

Management’s Discussion and Analysis

For the years ended December 31, 2020 and 2019

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

The following Management Discussion & Analysis (the “ MD&A ”) of the financial condition and results of the operations of O2Gold Inc. (“ O2Gold ” or “ the Company ”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the years ended December 31, 2020 and 2019.

This MD&A should be read in conjunction with the accompanying audited consolidated financial statements of the Company and the notes thereto for the years ended December 31, 2020 and 2019. These documents are prepared in accordance with International Financial Reporting Standards (“ IFRS ”) including comparative figures unless otherwise noted.

All monetary amounts included in this report are expressed in Canadian dollars, the Company’s reporting currency, unless otherwise noted.

Further information regarding the Company and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada and can be accessed at www.sedar.com.

Incorporation and nature of activities

O2Gold was incorporated under the Canada Business Corporations Act on April 20, 2012. The Company’s common shares are listed on the TSX Venture Exchange (the “ TSXV ”) under the symbol “OTGO”. The address of its head office and principal place of business is 65 Queen Street West, 9[th] Floor, Toronto (Ontario), Canada, M5H 2M5.

The consolidated financial statements include the accounts of O2Gold and those of its wholly owned subsidiaries: Rio Moche Exploration Inc. until its dissolution in February 2019, 11023926 Canada Inc. and Trinité S.A.S., a Colombian subsidiary, entities incorporated in 2018.

O2Gold is a mineral exploration Company with activities in Colombia.

Operating activities

The Company reported a net loss of $1,433,744 in the year ending December 31, 2020 compared to a net loss of $1,011,634 for the same period of the prior year, reflecting:

• a) Exploration and evaluation expenses of $312,520 ($413,639 in the year ending December 31, 2019).

For accounting purposes, option payments to acquire the right to mineral properties and all expenses related to the exploration and evaluation of these properties are expensed as incurred.

Regional Geology

Beginning in April 2016, Company personnel have been visiting Bolivar South area, in Bolivar department, Colombia, in search of gold exploration projects. The region is well-known for its gold production since pre-colonial times, and currently hosts thousands of artisanal mining operations. However, the region has been abandoned by major mining and exploration companies due to the wellknown security concerns that have plagued the region over the last forty years. Accessibility issues are also responsible for the lack of development in the region.

During the last five years, however, the situation has dramatically improved as a result of the peace process and subsequent disarming of Colombia’s largest guerilla group. This has opened up a large and largely untouched region with immense mining and exploration potential.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

The Bolivar South area gold-bearing veins are structurally controlled and hosted by Jurassic intrusions within the Precambrian and Paleozoic metamorphic rocks (gneisses and schists). The typical epithermal gold deposits consist of complex quartz-carbonate vein systems related to hydrothermal fluids. Ore mineralogy is a mixed base-metal sulphide, pyrite-sphalerite-chalcopyrite-galena, occasional bornite.

Regional Exploration

In 2017, the Company conducted a regional survey of artisanal gold mining operations sites in South Bolivar in order to better understand the geology of the area, and to evaluate the gold potential within a 40 km radius around the La Pantera Property (defined below).

This investigation was carried out in two campaigns, covering a total of 60 operations from 31 mining settlements or mining cooperatives in the region. It provided an inventory of all mines and their conditions, including, among other relevant details, daily tonnage, production type, number of mine workings, recovery methods and capacity, and social acceptability. All this information was compiled and recorded in a database.

In 2018, the positive results from the metallurgical testing, conducted on sites not owned by the Company, led to engagement with Bumigeme Inc. (“ Bumigeme ”) to conduct a study to evaluate the feasibility of operating a 300 tonnes per day (“t/d”), 105,000 tonnes per year (“t/y”) regional gold milling and processing facility in the Bolivar South province. The results of those metallurgical tests were used to design a flowsheet for a gravity-followed-by-cyanidation processing plant.

On March 20, 2018, Bumigeme issued a report entitled “ Study of the regional gold processing plant, 300t/d mill project, Department of Bolivar (South), Colombia ”. Highlights of the report are:

a) Results indicate gold recovery of 90% using a process flowsheet consisting of gravity separation followed by cyanidation.

b) Mineralized material from different artisanal miners to be trucked to the plant, weighted, assayed and stockpiled individually.

c) Dry tailing will be produced and stockpiled.

d) The capital expenditure for the project is estimated at US$10.9 million.

e) The implementation of the process plant in Bolivar South will benefit the stakeholders: elevated standard of living of the local community, improved infrastructure, cleaner environment and increased revenue for the government derived from taxes and royalties.

f) The report recommends that the Company should decide the exact location of the plant in order to start the environmental and social impact study and to better define the transportation and infrastructure parameters. Bumigeme also recommends performing additional metallurgical test work in order to refine the plant design.

During 2019, a complementary metallurgical study was completed by COREM, an industrial research center specialized in mineral processing in Quebec, in order to increase the gold recovery and to evaluate the possibility of producing dry tailings.

In regard to the regional gold processing plant, the results of the study show a potentially viable project. The Company has been evaluating the financial market’s appetite for this kind of project and then will define the technical, financial, and regulatory parameters to implement the project.

Before proceeding with the mill project, the Company may be required to obtain TSXV approval that could trigger a Change of Business (“ COB ”) as defined by Policy 5.2 of the TSXV. The securities of O2Gold could be subject to a trading halt until the Company satisfies the TSXV’s requirements for a COB and receives shareholder approval.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

Following the encouraging results from this regional sampling program, management of the Company pursued discussions with Mining Solutions S.A.S. (“ Mining Solutions ”), an active player in the Bolivar South region. In June 2018, Mining Solutions granted an exclusive option to the Company for 60 days to acquire 50% of the mining title 0-561 (“ La Pantera Property ”).

La Pantera Property

Under an option and assignment agreement dated July 14, 2018, the Company secured the ownership of an interest of 50% of the mining title 0-561 (“La Pantera property”) in consideration for US$115,000 in cash and the issuance of 1,000,000 of its common shares under the following terms:

• a) A cash payment of $$53,917 (US$40,000) paid as of December 31, 2018;

• b) A cash payment of $33,898 (US$25,000) paid in August 2019, at the date of issue of the administrative act before the competent mining authority which declares the execution of the title transfer ;

• c) The issuance of 1,000,000 common shares of the Company and a cash payment of US$50,000 (Canadian equivalent of $65,000 converted at the appropriate exchange rate on December 31, 2020) on the date the transfer of the mining title is completed before the National Mining Registry (not complete at December 31, 2020), and;

• d) The execution of an exploration program on the La Pantera property, according to the recommendation made in the National Instrument 43-101 technical report of 2018, also considering subsequent reviews within a period of 6 years.

Pursuant to the option agreement, the optionor of the 50% interest is also expected to receive US$8 as royalties for each ounce of gold recognized as measured and indicated resource (as defined by National Instrument 43-101) identified during a 6-year exploration program. A royalty of 2% net smelter is payable by the Company on the ounces of gold produced, after deducting the quantity of ounces on which royalties were paid pursuant to the $US8 royalty as defined.

As at December 31, 2020, the terms of the option have not yet been met.

La Pantera-Geology

A NI 43-101 technical report (the “ Technical Report ”) on the La Pantera Property, dated August 20, 2018, was prepared by Pierre O’Dowd, BSc., an independent consulting geologist, and has been filed on SEDAR (www.sedar.com). The recommendation in the Technical Report is for a two-phase surface exploration program over two years totaling US$269,000 and consisting of mapping, sampling, geophysical surveying, and mechanical trenching in order to generate drilling targets.

In October 2018, the Company initiated its first surface exploration program on the property in line with the recommendation of the first phase of the Technical Report.

The following activities were initiated at the beginning of 2019 at a budgeted cost of US$120,000:

• a) Drone airborne and ground MAG surveys to build orthomosaic maps of the whole area. The survey will provide the exact location of the widespread and numerous artisanal surface operations; and

• b) Grade and volume definition of the saprolitic cover.

In 2019, the technical team completed the regional geology over the entire property with more than 100 km of traverses, which led to the reinterpretation of the structural pattern that controls the mineralization.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

Main Deformation Corridor

A large deformation corridor striking SW/NE has been identified cutting diagonally through the La Pantera Property. This large fault/shear zone, occasionally observed over a width of 200 meters, was followed inside the concession for over 4.5 km. The results of the MAG survey confirm the position and the extension of this mineralized trend within the property. Furthermore, geomorphological observations, outcrops mapping, trenches and active artisanal mining sites indicate the continuity of this deformation corridor up to 2.5 km northeast of the property.

The large fault/shear zone permitted the emplacement of a typical hydrothermal system characterized by intense silicification, quartz veins and veinlets as well as hydrothermal breccia zones showing anomalous gold values, even in highly gold-depleted meteorized superficial rock occurrences.

The presence of gold is further confirmed by extensive active saprolite exploitations and numerous small underground mining operations all over this SW/NE trend. It is postulated that this large shear zone cuts through older gold bearing veins and has likely generated secondary extensional faults allowing the emplacement of gold rich vein systems, during various hydrothermal events, striking E- W on the west side and striking NW/SE on the east side of the deformation zone (Figure 1).

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Figure 1: Mineralization model in the La Pantera area proposed by the O2Gold Inc. team.

East-West Veins System

To the west of the large deformation corridor, an intense E-W striking vein system has been observed. This vein system is composed of numerous parallel veins that extend from south to north (Mina Matos) in the La Pantera Property and is related to the presence of iron cap oxides at elevations of more than 100 m. The veins are vertical to sub-vertical and range from 0.10 to 0.50 m in thickness. They are composed of massive quartz with pyrite, sphalerite, and galena with significant gold values.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

In the southwestern portion of the concession, the geological team found fragments of botryoidal and nodular iron oxides. The origin of those iron oxide crust blocks was located on top of hills where an iron laterite cap was observed.

Northwest-Southeast Vein System

The geological survey performed in the southeast portion of the property revealed the existence of an intense system of parallel veins, striking NW/SE and extending 2 km from Mina Bulla to Los Pueblos at the southern limit of the concession (Figure 2). To better define this vein system, 11 trenches were dug and sampled in this highly meteorized zone. The best gold assay results came from the initial discovery, an open cut face, with an average of 0.8 gr/ton Au over 13 meters from saprolite and various quartz veins and veinlets.

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Figure 2: Trench results in saprolite of granodiorite in Los Pueblos sector.

Results from the sampling of these trenches were deemed interesting considering that the meteorization process usually depletes the gold content close to surface. They also show that the vein system is open to the north, towards Mina Bulla veins.

Work of the O2Gold Team in 2020

In 2020, due to the mobility restrictions imposed by the Colombian government, the new technical team from the La Pantera area worked from home offices and sought to integrate all the information obtained previously for the purposes of planning the next exploration campaign. Despite the extensive mapping carried out in regions of artisanal operation, the new technical team concluded that the positive results for the delimitation of mineralized bodies were small, with no marked anomalies—either geochemically or geophysically—that could be delimited in the plane. Figure 3 maps the primary results obtained in the last two years of geological exploration.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

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Figure 3: Compilation of the results obtained by the O2Gold Inc. technical team for the La Pantera area, highlighting the Los Pueblos sector, where trench openings over saproliticized material were carried out.

Trenching was limited to the sector of Los Pueblos, which, because it is intensely eroded, did not show continuities of mineralized veins, only the saprolite of a granodioritic body intensely veined with low-grade values, as shown in Figure 2.

The presence of extensively eroded areas with only the exposure of saprolite material is considered a limiting factor in defining the continuity of the mineralized vein systems, which are observed occasionally in activities of artisanal miners. In addition, as it is mineralized with low grades (<1g/t Au), these areas have been extensively explored by hydraulic disassemble equipment, disfiguring the existing geological control. To avoid these zones, marked in yellow in Figure 4, the exploration team of O2Gold delimited sectors and defined buffer zones—marked in blue in Figure 4—where it expects to find geological information still intact. These buffer zones are the forthcoming targets of exploration to be carried out in April 2021.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

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Figure 4: Sectors in the La Pantera area planned for systematic exploration work, with polarized induction geophysics and opening trenches in the limited saprolite buffer zones.

These works will begin in the sector called Barbacoas, where the best values for gold in rock/veins were observed and where there is a tunnel opened by artisanal miners, which allows for control over the mineralization in the strike. The first works to be developed are polarized induction lines, followed by trench openings for mapping and collecting samples, as shown in Figure 5.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

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Figure 5: Results obtained and work planned for the Barbacoas sector, in the south-central portion of the La Pantera area, to be carried out during the second half of April 2021.

Otú Central

On October 26, 2020, the Company entered into a definitive agreement with, inter alia , Bullet Holding Corp. (“ Bullet ”), a private company, pursuant to which the Company expects to acquire a 100% interest in a gold mining project in Colombia known as the Otú Central Project. The definitive agreement was amended on November 30, 2020 to satisfy a condition imposed by the TSXV of a minimum price of $0.18 per common share, converted to United States dollars (the “ Minimum Price ”) and then again on March 25, 2021 and April 5, 2021 to extend the drop dead date and to allow the Company additional flexibility to raise the funds required pursuant to the agreement, respectively.

The Otú Central Project consists of interests in mining claim titles and applications in the Segovia/Zaragosa regions of Antioquia in Colombia (the “ Assets ”) for total consideration of US$9,000,000 ($11,458,800), payable as US$1,000,000 ($1,273,200) in cash and the reminder payable as follows, in each case subject to approval of the TSXV:

• a) Following completion of a private placement of the Company’s common shares for proceeds of greater than US$3,000,000, that number of common shares equal to US$3,000,000 divided by the greater of (i) the share price of the financing, and (ii) the Minimum Price.

• b) On October 26, 2021, that number of common shares equal to US$2,500,000 divided by the greater of (i) the 30-day volume weighted average price (“ VWAP ”) of the common shares on the TSXV for the period immediately prior to the date such shares are issued, and (ii) the Minimum Price.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

• c) On October 26, 2022, that number of common shares equal to US$2,500,000 divided by the greater of (i) the 30-day VWAP of the common shares on the TSXV for the period immediately prior to the date such shares are issued, and (ii) the Minimum Price.

At the date of this MD&A, the Company has paid US$1,000,000 ($1,273,200) in cash and US$3,000,000 ($3,822,600) satisfied by the issuance of 18,807,206 common shares of the Company, at a deemed price per unit of $0.20.

If at the time of payment, the Company’s share price is less than the Minimum Price, the Company shall pay any outstanding amounts in United States dollars.

The Company is acquiring the Assets free of debt and will also acquire the related infrastructure.

Bullet will retain a perpetual 2% net smelter return royalty affecting the entire Otú Central Project, with the exception of production from a certain mining title, which is already affected by a 5% net smelter return royalty payable to a third party. Bullet is also expected to contribute exploration expertise and community relationships developed during several years of grassroots exploration.

Outlook for 2021

Management of O2Gold is actively renegotiating the existing agreement with Mining Solutions and other parties to buy 100% of the La Pantera Property.

In 2020, as previously stated, a new technical team reevaluated the existing geologic information and data for the purposes of defining an exploration strategy that accounts for the areas with extensive artisanal work, which make it difficult to reliably define vein systems. The work will be focused on geologic mapping, ground geophysics by polarized induction, and trenching, with subsequent mapping and sample collection. This work is expected to begin later in April 2021. The rest of the work is expected to take place following interpretation of the geophysical results. Likewise, drilling is projected to take place according to the results obtained from trenching and the delimitation of the mineralized body on the surface.

The technical team has planned an intensive exploration of the brownfields, where artisanal operations and identified veins already exist. Mapping, sampling, ground geophysics, and trenching work will be conducted in anticipation of drilling in the second half of 2021. In addition, exploration of the property’s greenfields will continue; mapping and sampling in streams and slopes have already been carried out and are to be followed by airborne geophysical surveys.

Qualified Persons

Marcelo Albuquerque, P.Geo., is the qualified person (as defined in NI 43-101) who has reviewed and approved the scientific and technical information in this document.

The study on the regional, 300 t/d processing plant project has been prepared by Bumigeme and Daniel Goffaux (D.G. Mine Consultant Inc.). The qualified persons responsible for the preparation of this report are independent of the Company.

• b) Professional and consulting fees for the years ending December 31, 2020 and 2019 are summarized below:

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

	For the year ending	For the year ending
	December 31,
	2020 ($)	2019 ($)
Consulting fees	353,189	120,000
Accounting fees	-	104,476
Audit fees	57,247	28,586
Legal fees	128,473	42,653
Totalprofessionaland consultingfees	538,909	295,715

Audit and legal fees were higher in 2020 as a result of due diligence related to acquisitions and a change in the Company’s auditor in January 2020. Consulting fees were higher in 2020 as a result of increased corporate and operational activity during the year.

• c) Shareholder communication and transfer agent fees: In the year ending December 31, 2020, the Company incurred $50,701 in shareholder communication and transfer agent fees, compared with $101,591 in the corresponding period in the prior year. In the first quarter of 2019, management of the Company attended a mining conference, and had a series of meetings in several cities in Europe to provide information about the Company and its future plans.

• d) Travel expenses relate mainly to business development activities conducted in South America and Canada. In the year ending December 31, 2020, the Company incurred travel expenses of $5,917, compared to $27,157 in the corresponding period of the prior year.

• e) Share based compensation was $437,905 in the year ending December 31, 2020, as 650,000 options were granted to a director and consultants in May 2020, 800,000 options were granted to a director, an officer, and consultants in August 2020, and 1,400,000 options were granted to a director, an officer, and consultants in November 2020. During the year ending December 31, 2019, a $125,600 stockbased compensation non-cash cost was recorded as 1,160,000 options were granted to directors, officers and consultants in January 2019, 1,000,000 options were granted to directors, officers and consultants in July 2019, and 400,000 options were granted to a director and officer in December 2019.

Financing activities

In June 2020, the Company closed a non-brokered private placement, consisting of 10,000,000 units at a price of $0.05 per unit for aggregate gross proceeds to the Company of $500,000. Issue costs totaled $3,250.

During 2020, 1,060,000 of the Company’s outstanding options and 2,130,000 of the Company’s outstanding warrants were exercised, generating aggregate proceeds of $425,500.

In March 2019, the Company closed a non-brokered private placement, consisting of 6,090,000 units at a price of $0.10 per unit for aggregate gross proceeds to the Company of $609,000. Issue costs totaled $28,932.

In May 2019, the Company closed a non-brokered private placement, consisting of 3,566,000 units at a price of $0.10 per unit for aggregate gross proceeds to the Company of $356,600. Issue costs totaled $47,349.

In October 2019, the Company closed a non-brokered private placement, consisting of 800,000 units at a price of $0.10 per unit for aggregate gross proceeds to the Company of $80,000. Issue costs totaled $4,879.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

Investing activities

Investing activities generated $22,702 in the year ending December 31, 2020, as the Company sold property, plant, and equipment. In the year ending December 31, 2019, the Company made expenditures totalling $29,690 for the acquisition of equipment in Colombia.

Liquidity and capital resources

The Company has no long-term debt and working capital (current assets less current liabilities) of $240,444 as of December 31, 2020 ($266,013 as of December 31, 2019). Information regarding the working capital of the Company for the previous eight quarters is presented below:

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2020 2019
Q4-2020 Q3-2020 Q2-2020 Q1-2020 Q4-2019 Q3-2019 Q2-2019 Q1-2019
Cash 405,472 509,831 347,004 120,558 252,070 400,709 642,149 623,983
Receivables 29,374 7,745 20,596 16,393 14,734 14,777 22,354 19,074
Prepaid Expenses 27,023 16,649 28,353 40,759 30,967 49,347 15,036 22,243
Current Liabilities 221,425 61,676 49,618 85,129 31,758 55,193 64,767 87,934
Working Capital 240,444 472,549 346,335 92,581 266,013 409,640 614,772 577,366
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Management of the Company believes that it does not have sufficient funds to pay its ongoing general and administrative expenses, to pursue exploration and to meet its liabilities, obligations and existing commitments for the ensuing 12 months as they become due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The Company’s ability to continue future operations beyond December 31, 2021 and fund its exploration and evaluation expenditures is dependent on management’s ability to secure additional financing in the future, which may be completed in a number of ways, including, but not limited to, the issuance of debt or equity instruments. Management will pursue such additional sources of financing when required.

While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Company or that they will be available on terms which are acceptable to the Company. If management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts eventually realized for assets might be less than amounts reflected in these consolidated financial statements.

On May 27, 2020, the Company granted 650,000 stock options to certain consultants and a director of the Company pursuant to the Company’s stock option plan. The stock options vest immediately and may be exercised at a price of $0.055 per option for a period of five years from the date of grant.

On June 24, 2020, the Company completed a private placement financing of 10,000,000 units (each, a “ Unit ”) at a price of $0.05 per Unit for gross proceeds of $500,000. Each Unit consists of one common share of the Company and one common share purchase warrant, entitling the holder to acquire one additional common share at an exercise price of $0.075 per common share for a period of 24 months following the closing date of the offering. No finder’s fees were paid in connection with the offering.

The Company used the net proceeds of the Offering for general corporate purposes and to add personnel to its mining team.

On August 26, 2020, the Company granted an aggregate of 800,000 stock options to certain consultants, a director and an officer of the Company pursuant to the Company’s stock option plan. The stock options vest immediately and may be exercised at a price of $0.29 per option for a period of five years from the date of grant.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

On November 11, 2020, the Company granted an aggregate of 1,400,000 stock options to certain consultants and officers and a director of the Company pursuant to the Company’s stock option plan. The stock options vest immediately and may be exercised at a price of $0.24 per option for a period of five years from the date of grant.

On April 8, 2021, the Company granted 400,000 stock options to a director of the Company pursuant to the Company’s stock option plan. The stock options vest immediately and may be exercised at a price of $0.26 per option for a period of five years from the date of grant.

On April 16, 2021, the Company completed a private placement financing of 17,390,000 units (each, an “April 2021 Unit”) at a price of $0.20 per April 2021 Unit for gross proceeds of $3,478,000. Each April 2021 Unit consists of one common share of the Company and one half of one common share purchase warrant, with each whole warrant entitling the holder to acquire one additional common share at an exercise price of $0.30 per common share for a period of 24 months following the closing date of the offering. Finder’s fees were paid to eligible finders in accordance with the policies of the TSXV consisting of cash commissions of $178,850 and 894,250 finder warrants. Each finder warrant entitles the holder thereof to purchase one common share at a price of $0.20 for a period of 24 months following the closing date of the offering.

The Company intends to use the net proceeds of the offering for general corporate purposes and to satisfy payment obligations in connection with the acquisition of the Otú Central Project in Colombia.

On April 29, 2021, the Company granted 1,000,000 stock options to a consultant of the Company pursuant to the Company’s stock option plan. The stock options vest immediately and may be exercised at a price of $0.26 per option for a period of five years from the date of grant.

On April 29, 2021, the Company granted 3,775,000 registered share units to certain directors, officers and consultants of the Company pursuant to the Company’s RSU Incentive plan. Each RSU vests immediately and represents the right of the grantee to receive one common share of the Company.

Summary of quarterly information

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2020 2019
Q4-2020 Q3-2020 Q2-2020 Q1-2020 Q4-2019 Q3-2019 Q2-2019 Q1-2019
Net loss for the period 617,206 366,657 278,184 171,697 245,451 241,609 229,900 294,674
Net loss per share
(basic and diluted) (0.01) (0.00) (0.01) (0.00) (0.00) (0.01) (0.00) (0.01)
Total assets 464,152 565,774 427,548 209,332 329,424 496,511 711,233 667,869
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Related party transactions

Key management includes directors and officers. The compensation paid or payable to key management is presented below:

	Year ended	Year ended	December 31,
	2020		2019
	$		$
Consulting fees		169,942	194,506
Share-based compensation		246,700	65,100
Unit issue expenses		-	24,281
		416,642	283,887

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

Details of related party transactions with the directors and officers of the Company and companies controlled by the directors and officers not otherwise disclosed in the consolidated financial statements are as follows:

• a) In the year ending December 31, 2020, the remuneration of the President and CEO totaled $130,000 (year ended December 31, 2019 - $120,000), including a $50,000 bonus.

• b) In the year ending December 31, 2020, the Chief Financial Officer and Secretary charged professional fees of $87,584 (year ended December 31, 2019 - $129,660).

As of December 31, 2020, the balance due to officers and directors of the Company amounted to $nil (December 31, 2019 - $1,160). Such amounts are unsecured, non-interest bearing, with no fixed terms of payment or “due on demand”, included in accounts payable and accrued liabilities.

These related party transactions were initially recorded at fair value. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.

Outstanding share data

As at the date of this MD&A, the Company has:

• 115,133,897 common shares outstanding

• 4,450,000 stock options outstanding with expiry dates ranging between July 2, 2021 and April 29, 2026. If all the options are exercised, 4,450,000 shares would be issued for gross proceeds of $987,750.

• 20,729,353 warrants outstanding with expiry dates ranging from May 16, 2021 to April 16, 2023. If all the warrants are exercised, 20,729,353 shares would be issued for gross proceeds of $5,819,406.

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements.

Management and board changes

On January 20, 2020, Deborah Battiston was appointed as the Chief Financial Officer of the Company, replacing Vatche Tchakmakian, and Jaime Lalinde was appointed to the Company’s Board of Directors, replacing Guy Lord. In addition, Aaron Atin was appointed as Secretary of the Company.

On February 26, 2020, Jaime Lalinde was appointed as President and Chief Executive Officer of the Company, replacing Rejean Gosselin, who remains an advisor to the Board of Directors.

On February 26, 2020, Algimantas Didziulus was appointed to the Board of Directors, replacing Jean Depatie.

On May 15, 2020, Scott Moore was appointed to the Board of Directors, replacing Jacques Authier.

On September 21, 2020, Fred Leigh was appointed as a director and the non-executive chairman of the Board of Directors.

On November 11, 2020, Scott Moore resigned from the Board of Directors.

On April 8, 2021, Raziel Zisman was appointed to the Board of Directors, replacing Fred Leigh.

On April 23, 2021, Robert W. Allen was appointed to the board of Directors.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

Management’s responsibility for financial information and critical accounting estimates

The Company’s consolidated financial statements are the responsibility of management. The consolidated financial statements were prepared by the Company’s management in accordance with IFRS. A description of the Company's significant accounting policies can be found in Note 2 of the Company's 2020 annual consolidated financial statements.

When preparing the consolidated financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income, and expenses. The actual results are likely to differ from the judgments, estimates, and assumptions made by management, and will seldom equal the estimated results. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income, and expenses are discussed in Note 3 of the Company’s 2020 annual consolidated financial statements.

Financial instruments

The Company considers managing risk as being an integral part of its development and diversification strategies. The Company uses a proactive and rigorous approach for the management of the financial risks to which it is exposed. The Company focuses on actively securing short to medium term cash flows by minimizing the exposures to financial markets.

The Company does not enter into financial instrument agreements, including derivative financial instruments, for speculative purposes.

The Company’s most significant financial risk exposure and its financial risk management policies are discussed in Note 9 of the consolidated financial statements for the year ending December 31, 2020.

Risk factors

The Company is exposed to a number of risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. The following outlines certain risk factors specific to the Company. These risk factors could materially affect the Company’s future results and could cause actual events to differ materially from those described in forward–looking information relating to the Company.

Novel Coronavirus (“ COVID-19 ”)

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations.

Nature of Mineral Exploration and Mining

The Company holds an interest in an exploration property. It does not hold any interest in a mining property in production. The Company’s viability and potential for success lie in its ability to complete exploration to develop, exploit and generate revenue out of mineral deposits. The exploration and development of mineral deposits involve significant financial risks over a significant period of time which even a combination of careful evaluation, experience and knowledge may not eliminate.

While discovery of a mine can lead to substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on the Company’s properties will result in a profitable commercial mining operation.

The operations of the Company will be subject to all of the hazards and risks normally associated to exploration and development of mineral properties, any of which can result in damage to life or property, environmental damage and possible legal liability. While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Company cannot insure or against which it may elect not to insure. The potential costs which could be associated with any liabilities not covered or in excess of insurance coverage or in compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings and competitive position of the Company and, potentially, its financial position.

Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of a deposit, such as its size and grade, proximity to infrastructure, financing costs and government regulations, including regulations relating to prices, taxes and royalties, infrastructures, land use, importing and exporting and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on capital.

Financing Risks

The Company has limited financial resources, and there is no assurance that additional funding will be available to it for further exploration work or the development of its projects or to fulfill its obligations under applicable agreements. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that terms of the financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interests of the Company, with possible dilution or loss of such interests.

Foreign Country Risk

The Company is conducting its exploration activities in Colombia. There is a sovereign risk of investing in a foreign country, including the risk that the mining concessions may be susceptible to revision or cancellation by new laws or changes in direction by the government in question. These are matters over which the Company will have no control. Although management believes that the government and population of Colombia support the development of natural resources and mining activities there, is no assurance that future political and economic conditions in such country will not result in the adoption of different policies or attitudes respecting the development and ownership of mineral resources. Any such changes in policy or attitudes may result in changes in laws affecting ownership of assets, land tenure and mineral concessions, taxation, royalties, rates of exchange, environmental protection, labour relations, repatriation of income and return of capital, which may affect both the Company’s ability to undertake exploration and, if warranted, development and mining activities in respect of current and future properties.

No Assurance of Title

The acquisition of titles to mineral projects is a detailed and time-consuming process. Although the Company has taken precautions to ensure that the agreements related to its properties are valid and legally binding, and that title of the property can be transferred and properly recorded by obtaining a legal opinion from local counsel, there can be no assurance that such title will ultimately be secured. Furthermore, there is no assurance that the interest of the Company in its properties may not be challenged or impugned.

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

Potential Land Claims

The Company’s La Pantera Property is located in the Bolivar region of the Department of Bolivar, Colombia, which area can be subject to peasants, indigenous, afro-descendants and other land claims by those who were forced to flee their lands over the past 25 years. Victims displaced by Colombia’s armed forces, guerrillas and paramilitary groups may also make claims for land restitution. This would have an impact on the Company’s ability to develop its properties without renegotiating with third parties.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, community, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations. Disruptions in the supply of products and services required for the Company’s activities in any of the jurisdictions in which it operates would also adversely affect its business, results of operations and financial condition.

Fluctuating Mineral Prices

The mining industry is heavily dependent upon the market price of the metals or minerals being mined. There is no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market will exist for the sale of the same. There can be no assurance that mineral prices will be such that the Company’s properties can be mined at a profit. Factors beyond the control of the Company may affect the marketability of any minerals discovered. The prices of many base and precious metals have experienced volatile and significant price movements over short periods of time and are affected by numerous factors beyond the control of the Company.

No Significant Revenues

To date, the Company has not recorded any revenues, other than interest and investment income and the Company has no dividend record. The Company has not commenced commercial production on any of its properties. There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. There can be no assurance that the Company will generate any revenues or achieve profitability.

Dilution and Future Sale of Common Shares

The Company may issue additional shares in the future, which would dilute current shareholder’s holdings. The Company’s articles of incorporation permit, among other things, the issuance of an unlimited number of common shares and the interests of the holders of the Company’s common shares may be diluted thereby.

Conflicts of Interest

The directors and officers of the Company may serve as directors and/or officers of other public resource companies or have significant shareholdings in other public resource companies. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interests of the Company. In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director is required by the Canada Business Corporations Act to disclose the conflict of interest and abstain from voting on the matter.

Environmental Regulations

The operations of the Company are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills,

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

release or emissions of various substances produced in association with certain mining industry operations. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving toward stricter standards, and enforcement, fines and penalties for non-compliance are becoming more stringent.

There are no known environmental liabilities. However, the Company has noted that intermittent artisanal mining carried out on the La Pantera Property is being performed without control or oversight. As per the provisions of the agreement with Mining Solutions, the Company will be taking steps to oversee the activities of the artisan miners on the La Pantera Property once the title has been transferred. In the meantime, on the Company’s recommendation, the owners of the property have advised the competent authorities to put an end to these activities.

Dependence on Key Personnel

The Company is dependent on a relatively small number of key employees or consultants, the loss of any of whom could have an adverse effect on its operations. The Company does not currently have key person insurance on these individuals.

Anti-corruption Laws

The Company operates in a jurisdiction that has experienced governmental and private sector corruption to some degree. The Company is required to comply with the Corruption of Foreign Public Officials Act (Canada), which has recently seen an increase in both the frequency of enforcement and severity of penalties. Although the Company’s code of conduct mandates compliance with anti-corruption laws, there can be no assurance that the Company’s internal control policies and procedures will always protect the Company from recklessness, fraudulent behavior, dishonesty or other inappropriate acts. Violation or alleged violation of anti-corruption laws could lead to civil and criminal fines and penalties, reputational damage and other consequences that may materially adversely affect the Company’s financial condition and results of operation.

Security Risks

In recent years, although criminal activity and violence has decreased in Colombia, it is home to South America’s largest and longest running insurgency. During the 40-year course of armed conflict between government forces and anti-government insurgent groups and illegal paramilitary groups, both funded by the drug trade, Colombia has experienced significant social upheaval and criminal activity relating to drug trafficking. Insurgents have attacked and kidnapped civilians and violent guerrilla activity exists in some parts of the country. While the situation has improved dramatically in recent years, there can be no guarantee that the situation will not again deteriorate. Colombia’s government has signed a peace accord with the Revolutionary Armed Forces of Colombia (“FARC”), Colombia’s largest guerrilla group. The parties reached agreements on reforms to ease political participation for opposition movements, and land and rural development, among other issues. In addition, Colombia’s government has had preliminary conversations with the National Liberation Army, Colombia´s second largest rebel group, although formal negotiations have been suspended. There can be no assurance that continuing attempts to reduce or prevent guerilla, drug trafficking or criminal activity will be successful or that guerilla, drug trafficking and/or criminal activity will not disrupt the Company’s operations in the future. Such incidents may halt or delay exploration activities, increase costs, result in harm to employees, contractors or visitors, decrease operational efficiency, increase community tensions or otherwise adversely affect the Company’s ability to conduct business.

Potential Volatility of Share Price

There can be no assurance that an active trading market for the Company’s common shares will be sustained. The market price of the Company’s common shares is volatile and could be subject to wide fluctuations due to a number of factors, including but not limited to: actual or anticipated fluctuations in the Company’s results of operations; changes in estimates of the Company’s future results of operations by

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O2Gold Inc. (formerly Origin Gold Corporation) Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

management or securities analysts; introduction of new products or services by the Company or its competitors; and general industry changes. In addition, the financial markets have in the past experienced significant price and value fluctuations that have particularly affected the market prices of equity securities of many venture and mining issuers and that sometimes have been unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally and in the mining industry specifically, may adversely affect the market price of the Company’s shares.

Use of and Reliance on Experts Outside Canada

The Company uses and relies upon a number of legal, financial and industry experts outside of Canada as required given its corporate and operational structure. Some of these industry professionals may not be subject to equivalent educational requirements, regulations, and rules of professional conduct or standards of care as they would be in Canada. The Company manages this risk through the use of reputable experts and review of past performance. In addition, the Company uses, where possible, experts and local advisers linked with firms also operating in Canada to provide any required support.

Uninsurable Risks

Development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could have an adverse impact on the Company’s results of operations and financial condition and could cause a decline in the value of the Company’s common shares. The Company does not intend to maintain insurance against environmental risks.

Forward-looking information

This MD&A contains forward-looking information under Canadian securities legislation. Forward-looking information includes, but is not limited to, dispositions and strategy, development potential and timetable of the Company’s exploration properties; the Company’s ability to raise required funds; future mineral prices; mineralization projections; conclusions of economic evaluation; the timing and amount of estimated future exploration and development; costs of development; capital expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, 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 information is based on the opinions and estimates of management as of the date such statements are made. Estimates regarding the anticipated timing, amount and cost of exploration are based on previous industry experience and regional political and economic stability. Capital and operating cost estimates are based on extensive research of the Company, recent estimates of costs and other factors that are set out herein. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: unexpected events and delays during exploration and development; acquisition risks; regulatory risks; revocation of government approvals; timing and availability of external financing on acceptable terms; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of minerals; accidents, labour disputes and other risks of the mining industry. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forwardlooking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers

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O2Gold Inc. (formerly Origin Gold Corporation)

Management’s Discussion and Analysis For the years ended December 31, 2020 and 2019

should not place undue reliance on forward-looking information. The Company does not undertake to update its forward-looking information, except in accordance with applicable securities laws.

(s) Jaime Lalinde CEO and President

(s) Deborah Battiston Chief Financial Officer

April 29, 2021

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