O2Gold Inc. — Management Reports 2021

Nov 27, 2021

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O2Gold Inc.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2021

• 1 -

O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

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 three and nine months ended September 30, 2021.

This MD&A should be read in conjunction with the accompanying condensed interim consolidated financial statements of the Company and the notes thereto for the three and nine months ended September 30, 2021, and with the audited consolidated financial statements of the Company, the MD&A and the notes thereto for the fiscal year ended December 31, 2020. 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 198 Davenport Road, Toronto (Ontario), Canada, M5R 1J2.

The condensed interim consolidated financial statements include the accounts of O2Gold and those of its wholly owned subsidiaries: 11023926 Canada Inc., Trinité S.A.S., a Colombian company, and Buenaventura Gold Inc., a Panamanian company.

O2Gold is a mineral exploration Company with activities in Colombia. The Company’s contiguous 30,000hectare land package includes several brownfields and largely under-explored greenfields.

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.

Outlook for 2021

In 2021, the Company is focused on the Otú Central Project.

The Otú Central Project’s technical team has planned an intensive exploration of the brownfields, where artisanal operations and identified veins exist. Mapping, sampling, and ground geophysics work was conducted in Aurora and currently is being a target of drilling in a regular grid with 100 meters spacing and two holes per section.

A Spontaneous Potential survey (ground geophysical technique) and an aero topographic survey were contracted and carried out at the La Aurora, Quintanillo, and Aparecida targets. Currently, this geophysical program is carried out in the Botella target.

Drilling the La Aurora target began in early August and permits to capture water for the Quintanillo target have already been requested from CORANTIOQUIA. Approval is expected within the next month. The Aparecida target also has permissions for its drill program and has a program ready to start.

Surface mapping and sampling will be carried out at the Amanzaguapos target until the end of the year.

The Company has terminated its agreement with Mining Solutions and other parties regarding La Pantera Property and has shifted the focus of its exploration to the Otú Central Project.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 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 agreed 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 Company agreed to acquire the Otú Central Project which 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 (approximately $11,430,000), payable as US$1,000,000 (approximately $1,270,000) 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.

• 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.

In accordance with the policies of the TSXV, no more than 57,777,778 common shares may be issued as consideration for the acquisition.

On April 23, 2021, the Company completed the acquisition of the Otú Central Project. Pursuant to the terms of the amended share purchase agreement, the Company acquired all the issued and outstanding shares of Buenaventura Gold, Inc., a company that indirectly owns, or to which have been indirectly irrevocably transferred, 100% of the Assets. The Company paid US$975,000 (approximately $1,240,000) in cash and US$3,000,000 (approximately $3,810,000) satisfied by the issuance of 18,807,206 units of the Company, at a deemed price per unit of $0.20.

As at September 30, 2021, the Company had paid US$1,000,000 (approximately $1,270,000) in cash and US$3,000,000 (approximately $3,810,000) in shares to Bullet in relation to the definitive agreement.

On October 26, 2021, the Company satisfied the second tranche of the acquisition through the issuance of 13,981,150 common shares of the Company at a deemed price per share of $0.22.

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.

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.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

EXPLORATION WORK

In February 2021, the Company began mapping and collecting samples of mineralized veins in La Aurora-Quintanillo, a target where Bullet had previously carried out mapping and sampling of tunnels that were then in production.

Key highlights of the exploration work include:

• The Company has identified two more vein systems than those known form previous exploration carried out in 2008. A total of 169 samples were collected within these new vein systems averaging 0.44 g/t of Au and 0.69 g/t pf Ag, with maximum values of 50.19 g/t of Au and 40.90 g/t of Ag.

• Since the Company entered into the agreement, 21.18 km[2] (2,118 hectares) of applications have been added, for a total of 278.72 km[2] (27,872 hectares) between titles and applications. The land package is contiguous along the prolific Otú Fault.

• The Company has defined 13 targets for follow-up, all of them with the presence of Au-Ag mineralized vein systems and intensively worked by artisanal miners.

• Upcoming work plans include detailed geological mapping and sampling of the La AuroraQuintanillo target, which has been the site of at least 23 artisanal mines.

As shown in Figure 1, La Aurora-Quintanillo is located immediately west of the Otú Fault, which is a sinister strike-slip fault system with an extension of more than 80km and several associated occurrences, including Gran Columbia Gold’s El Silencio mine (approximately 20km to the south) and Soma Gold’s El Limon mine (approximately 20km to the north).

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Figure 1: General maps of O2Gold mining rights- (A) The Otú Fault, mines, and recorded occurrences. (B) La Aurora-Quintanillo target highlighted in red and other targets. (Datum: Magna Colombia Bogota, EPSG:3116).

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

In the target La Aurora-Quintanillo the mineralization occurs in quartz veins, sometimes parallel to the foliation of the host rocks and occasionally orthogonal to this general direction. Several sampling points suggest that the main lode is continuous for more than 4km, displaced only once by the La Nevera Fault, of direction N40E, which causes a displacement on the surface of about 200 meters (Figure 2). In addition to this main body, with direction N05-10W, two more systems have been defined, one N45W and a second with directions varying N70W.

During the mapping, O2Gold’s geologists verified that the region is highly weathered, making it difficult to trace mineralized veins.

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Figure 2: Map of the target with the main faults, tracks, and sampled points. (Datum: Magna Colombia Bogota, EPSG:3116).

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

The thickness observed in previous works and during this mapping showed a range from 0.40 to 1.00 meters, up to 3 meters, and presents an anastomosed pattern that causes the opening and closing of the mineralized structures. The mineral paragenesis observed in a few non-weathered samples shows 5-15% of sulfides of the galena, sphalerite, and pyrite, and the gangue minerals represented by quartz and some calcite, which corroborates the historical data reported by the mapping of the tunnels.

In total, 169 samples were collected for analysis using the FAA515/FAG505/AAS12C methods at SGS Colombia S.A.S.’s (“ SGS ”) laboratories in Medellín. The geographic position of these samples on the target is shown in Figure 3.

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Figure 3: Samples map of the recent campaign and their gold grades, and the mineralized veins identified with their strikes measured in the field. (Datum: Magna Colombia Bogota, EPSG:3116).

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

Within these samples, 10% had values greater than 0.1 g/t Au, which is important for indicating the presence of mineralization. Results greater than 0.5 g/t Au were recorded in ten samples, up to 50.19 g/t Au.

During May and June 2021, ground geophysics works were carried out on the La Aurora, Quintanillo, and Aparecida targets, using four methods (Spontaneous Potential - SP, Electrical Resistivity Profiling - ERP, Vertical Electrical Sounding - VES, and Electrical Resistivity Tomography - ERT) to observe the extent of mineralized quartz veins observed during the mapping and sample collection.

For the area that will be drilled in August 2021, called La Aurora, the data analysis and its interpretation have already been carried out, and it is possible to observe at least three coincident structures of low Spontaneous Potential and Resistivity (Figure 4), which are interpreted as zones containing mineralized veins.

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Figure 4: La Aurora Mine Maps: (A) Interpretation of geophysical data; (B) Profiles Graphs of Spontaneous Potential and Resistivity.

During this period, mapping and sampling of surface and tunnels of artisanal mines were also carried out in the Aparecida and Botella targets.

The samples from the Aparecida brownfield (55 in total) showed values ranging from 0.005 to 42.3 g/t, with an average grade of 2.05 g/t. The results, shown in Figure 5, reinforce the mineralization and grade results obtained to date and confirm the previous exploration results. Additionally, they indicate the potential for mineralized veins within the Fortaleza artisanal mine tunnel (SW of the road), where the exploration team sampled 1-meter-thick vein channels.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

Sampling of the Botella brownfield returned values ranging from 0.005 to 36.6 g/t, with an average grade of 5.4 g/t, shown in Figure 6. These figures are based on a total of 56 samples plus 5 controls. In addition to the surface samples, the exploration also mapped and collected samples from artisanal tunnels.

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Figure 5: Map of the collected samples and results obtained in the Aparecida target and its context within the exploration works of the Otú Central Project.

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Figure 6: Map of the collected samples and results obtained in the Botella target and its context within the exploration works of the Otú Central Project.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

In August, the final interpretation reports of ground geophysics data were presented (Spontaneous Potential – SP; Electrical Resistivity Profiling – ERP; Vertical Electrical Sounding – VES Electrical Resistivity Tomography – ERT), performed on the Aparecida and Quintanillo targets. A system of highly resistive zones (possible veins) in an anastomosed form on the Aparecida target in an approximate area of 650 x 500 meters, at least four of these zones corresponding to veins identified in the mapping phase (Figure 6), with results of up to 42.3 gpt Au.

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Figure 7: Map of gold results in veins collected during mapping and their possible projections (A), and Spontaneous potential anomaly map and associated vein projections (B).

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

In the Quintanillo target, the resistivity anomalies could delimit a zone 1.2km long, in the same direction as the central Aurora system, and at least two more structures orthogonal to this main direction (Figure 7).

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Figure 8: Spontaneous potential anomaly map and associated vein projections (A), and map of gold results in veins collected during mapping and their possible projections (B).

On July 15, 2021, the contracting of drilling services for the Otú Central Project to be carried out by SERVIMINAS was announced. A contract was signed for 4,000 meters, which could extend up to 10,000 meters. This drilling started in the first week of August, and Table 1 shows the meters drilled until the end of September.

Table 1: Drilling was carried out at the central Otú Project on the Aurora target.

HOLE_ID	X	Y	Z	Az.	DIP	EXEC (m)	Start	End
AUR‐21‐001	917467	1293752	289	55	‐65	220.00	07/08/2021	23/08/2021
AUR‐21‐002	917490	1293900	238	55	‐70	125.20	15/08/2021	25/08/2021
AUR‐21‐003	917467	1293752	290	235	‐85	180.00	27/08/2021	03/09/2021
AUR‐21‐004	917390	1293818	310	55	‐74	241.00	02/09/2021	20/09/2021
AUR‐21‐005	917431	1293606	322	55	‐55	185.20	15/09/2021
AUR‐21‐006	917391	1293942	264	55	‐60	125.35	27/09/2021
TOTAL PROYECTO						1,076.75

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

The main objective of the drilling is to delimit the continuity of the principal vein of the Aurora target, at least 800 meters in length, and to verify its downdip extension. In addition, it is intended to prove the other two zones of anomalous low resistivity verified in-ground geophysics works.

Figure 9 presents the planned and executed drillings carried out up to the end of September. These holes have crossed Aurora's main vein relative to sea level at 216 (002), 200 (001), 131 (003), and 105 (004) meters, which represents a down-dip extension of up to 155 meters. Regarding the extension along the strike, 100 meters of Aurora's vein have been intercepted so far. About the two other zones of low resistivity detected, the one to the east only marks the contact of the host-rock with the silicified hydrothermal alteration zone. To the west of the principal vein, it showed a positive mineralization result but with low recovery due to the weathering conditions of the intercepted interval. During the remainder of the campaign, an attempt will be made to cross this potential zone once more.

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Figure 9: Planned and executed drilling map, with Au and Ag (gpt), results intercepted so far.

Table 2 presents the main mineralized interval ranges cut by drilling and their values for Au and Ag.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

Table 2: Mineralized intervals intercepts by drilling in Aurora target.

Hole	**Section **	#Sample	From	To	**Lenght(m) **	**Auppm **	Ag ppm
		R5001	8.70	11.70	3.00	0.007	12.30
AUR_21_001	C	R5066	97.40	98.10	0.61	20.110	3.30
		R5067	98.10	99.00	0.90	0.705	0.80
		R5077	123.60	124.60	1.00	0.131	0.30
		R5125	23.10	23.80	0.70	19.260	10.50
AUR_21_002	D	R5126	24.80	25.80	1.00	0.557	0.30
		R5128	39.70	40.60	0.90	0.365	0.30
		R5178	159.20	160.40	1.20	1.711	14.20
AUR_21_003	C	R5183	162.30	163.20	0.90	0.878	0.30
		R5251	36.20	37.10	0.90	0.020	78.60
		R5276	83.40	84.00	0.60	0.003	11.20
AUR_21_004	D	R5281	87.20	88.10	0.90	0.003	100.90
		R5367	211.05	212.00	0.95	0.147	6.30
		R5372	215.10	216.10	1.00	0.003	11.60

Next Steps

For the next quarter, drilling will continue on the Aurora target, in a regular grid of two holes per section every 100 meters and will start the scout drilling on the Aparecida and Quintanillo targets.

The Company intends to continue the systematic mapping and sampling of other targets simultaneously. Targets with positive gold results will be programmed with ground geophysics lines to verify mineralized vein projections.

La Pantera Property

Under an option and assignment agreement with Mining Solutions S.A.S. (“Mining Solutions”), 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 $62,000 converted at the appropriate exchange rate on June 30, 2021) on the date the transfer of the mining title is completed before the National Mining Registry (not complete on June 30, 2021), 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 was 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.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

In June 2021, the option on La Pantera Property was terminated, with the Company retaining no interest in La Pantera. Pursuant to the agreement with Mining Solutions, all of the information obtained during the contract period was forwarded to Mining Solutions.

Operating activities

The Company reported a net loss of $13,966,030 in the nine months ending September 30, 2021, compared to a net loss of $819,203 for the same period of the prior year, reflecting:

• a) Exploration and evaluation expenses of $11,189,370, consisting primarily of the acquisition cost of the Otú Central Project ($204,321 in the nine months ending September 30, 2020).

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

Exploration and evaluation expenditures made by the Company in the nine months ended September 30, 2021 and 2020 are as follows:

	Nine months ended	Nine months ended
	September 30,
	2021	2020
	$	$
Acquisition cost	10,424,578	-
Geology and mettallurgical studies	176,071	9,479
Logistics,travel and overhead	588,721	194,842
	11,189,370	204,321

• b) Professional and consulting fees for the nine months ending September 30, 2021 and 2020 are summarized below:

below:
	For the nine months ending
	September 30,
	2021($)	2020($)
Consulting fees	284,809	285,304
Audit fees	47,099	49,247
Legal fees	10,437	3,692
Totalprofessional and consultingfees	342,345	338,243

• c) Shareholder communication and transfer agent fees: In the nine months ending September 30, 2021, the Company incurred $171,507 in shareholder communication and transfer agent fees, compared with $34,291 in the corresponding period of the prior year. The increase is primarily due to expenses related to the Company’s acquisition of the Otú Central Project.

• d) General and administrative expenses: In the nine months ending September 30, 2021, the Company incurred $523,571 in general and administrative expenses, compared with $34,828 in the corresponding period of the prior year. The increase is primarily due to increased promotional and corporate development expenses.

• e) Travel expenses relate mainly to business development activities conducted in South America and Canada.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

• f) Share-based compensation was $1,374,320 in the nine months ended September 30, 2021, as 3,775,000 restricted share units and 1,800,000 stock options were granted to directors, officers, and consultants of the Company during the period. During the nine months ended September 30, 2020, a $197,385 stock-based compensation non-cash cost was recorded, as 1,400,000 options were granted to a director and consultants during the period.

Financing activities

In April 2021, the Company completed a private placement financing, consisting of 17,390,000 units at a price of $0.20 per unit for aggregate gross proceeds to the Company of $3,478,000. Issue costs totaled $197,975.

In the nine months ending September 30, 2021, 1,430,000 of the Company’s outstanding options and 13,317,000 of the Company’s outstanding warrants were exercised, generating aggregate proceeds of $1,440,050.

In June 2020, the Company completed a private placement financing, 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.

Investing activities

The Company had no investing activities during the nine months ended September 30, 2021 and 2020.

Liquidity and capital resources

The Company has $2,688,105 in long-term debt and a working capital (current assets less current liabilities) deficit of $1,006,853 as of September 30, 2021 (no long-term debt and working capital of $240,444 as of December 31, 2020). Information regarding the working capital of the Company for the previous eight quarters is presented below:

	2021	2021	2021	2020	2020	2020	2020	2019
	Q3-2021	Q2-2021	Q1-2021	Q4-2020	Q3-2020	Q2-2020	Q1-2020	Q4-2019
Cash	1,475,960	2,166,651	529,574	405,472	509,831	347,004	120,558	252,070
Receivables	129,302	109,263	50,737	29,374	7,745	20,596	16,393	14,734
Prepaid Expenses	550,114	681,111	37,708	27,023	16,649	28,353	40,759	30,967
Current Liabilities	3,162,229	3,069,372	152,479	221,425	61,676	49,618	85,129	31,758
Working Capital	(1,006,853)	(112,347)	465,540	240,444	472,549	346,335	92,581	266,013

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.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

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 exploration activities at the Otú Central Project in Colombia and for general corporate purposes.

On April 30, 2021, the Company granted 1,000,000 stock options to consultants 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 30, 2021, the Company granted 3,775,000 registered share units (“RSU’s”) to certain directors, officers and consultants of the Company pursuant to the Company’s RSU Incentive plan. Each RSU vested immediately and represents the right of the grantee to receive one common share of the Company. On May 18, 2021, the RSU’s were converted to common shares of the Company at a deemed price of $0.26 per share, and $981,500 was recorded in share-based compensation.

On August 16, 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 $0.24 per option for a period of five years from the date of grant.

On September 21, 2021, the Company issued 800,323 common shares, at a deemed price per share of $0.22 based on the closing price of the Company’s common shares on the TSXV on the date of agreement, to Geominas Serviminas JV (“Geominas”) to settle approximately $176,000 of the Company’s cash indebtedness owing to Geominas in connection with the Company’s exploratory drill program at the Otú Central Project.

Subsequent to September 30, 2021, 115,000 of the Company’s outstanding warrants were exercised, generating aggregate proceeds of $17,250.

Summary of quarterly information

	2021	2021	2021	2020	2020	2020	2020	2019
	Q3-2021	Q2-2021	Q1-2021	Q4-2020	Q3-2020	Q2-2020	Q1-2020	Q4-2019
Net loss for theperiod	1,276,748	12,293,619	395,663	617,206	366,657	278,184	171,697	245,451
Net loss per share (basic and diluted)	(0.01)	(0.11)	(0.02)	(0.01)	(0.00)	(0.01)	(0.00)	(0.00)
Total assets	2,157,559	2,959,241	620,269	464,152	565,774	427,548	209,332	329,424

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

Related party transactions

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

	Three months ended	Three months ended	Three months ended	September 30,	Nine months ended	September 30,
		2021		2020	2021	2020
					$	$
Consulting fees	$	51,000	$	35,941	141,000	154,584
Share-based compensation		71,720		123,420	910,987	143,620
	$	122,720	$	159,361	1,051,987	298,204

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.

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 nine months ending September 30, 2021, the remuneration of the President and CEO totaled $90,000 (nine months ended September 30, 2020 - $95,000).

• b) In the nine months ending September 30, 2021, the Chief Financial Officer and Secretary charged professional fees of $51,000 (nine months ended September 30, 2020 - $59,584).

As at September 30, 2021, there were no amounts owed to officers and directors of the Company (December 31, 2020 – no amounts owed). Any amounts are unsecured, non-interest bearing, with no fixed terms of payment or “due on demand” and are 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:

• 134,395,870 common shares outstanding.

• 4,650,000 stock options outstanding with expiry dates ranging between May 27, 2025 and August 16, 2026. If all the options are exercised, 4,650,000 shares would be issued for gross proceeds of $1,133,750.

• 19.652,853 warrants outstanding with expiry dates ranging from June 24, 2022 to April 23, 2023. If all the warrants are exercised, 19,652,853 shares would be issued for gross proceeds of $5,657,931.

Off-balance sheet arrangements

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

Management and board changes

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.

On July 29, 2021, Fayyaz Alimohamed was appointed to the Board of Directors.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

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 8 of the condensed interim consolidated financial statements for the three and nine months ending September 30, 2021.

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 COVID-19. 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.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

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 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. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

Potential Land Claims

The Property in Otú Central is located in an area that can be subject to peasants, indigenous, afrodescendants 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, guerillas 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, release or emissions of various substances produced in association with certain mining industry operations.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

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 is carried out on the Otú Central Property. The Company is taking steps to oversee the activities of the artisan miners on the Otú Central Property and expects to eventually reach agreements with them to allow them access to certain areas to carry out their 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 (“ELN”), 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 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

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

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.

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O2Gold Inc. Management’s Discussion and Analysis For the three and nine months ended September 30, 2021

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 forward-looking 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 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

November 26, 2021

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