Provenance Gold Corp. — Management Reports 2021

May 1, 2021

PROVENANCE GOLD CORP. MANAGEMENT'S DISCUSSION & ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

The following Management’s Discussion and Analysis ("MD&A") for Provenance Gold Corp. (" Provenance " or the " Corporation "), prepared as of April 30, 2021, for the year ended December 31, 2020 should be read in conjunction with the audited consolidated financial statements and related notes of the Corporation for the year ended December 31, 2020. The consolidated financial statements have been prepared using accounting principles consistent with International Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). All monetary amounts in this MD&A and in the financial statements are expressed in Canadian dollars unless otherwise stated. Additional information on the Corporation can be found on SEDAR at www.sedar.com . The reader should be aware that historical results are not necessarily indicative of future performance. The consolidated financial statements together with the following MD&A are intended to provide readers with a reasonable basis for assessing the financial performance of the Corporation.

Forward-Looking Statements

Information set forth in this MD&A may involve forward-looking information under applicable securities laws. Forward-looking information is information that relates to future, not past, events. In this context, forward looking information often addresses expected future business and financial performance, and often contains words such as “anticipate”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “could”, “should”, or “will” be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the future expenditures and capital needs of the Corporation and the future exploration on, and the development of, the Corporation’s projects are forward-looking information. By its nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the Corporation’s actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forwardlooking information. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors and promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of the Corporation’s common share price and volume and the additional risks identified in the “Risk Factors” section of this MD&A, and other reports and filings with applicable Canadian securities regulations.

Forward-looking information is in addition based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long-term price of commodities; that the Corporation can access financing, appropriate equipment and sufficient labor and that the political environment will continue to support the development and operation of mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Forward-looking information is made based on management’s beliefs, estimates and opinions on the date that information is given and the Corporation does not intend to update forward-looking statements or information, except as may be required by applicable law.

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Description of Business

Provenance Gold Corp. is classified as a reporting issuer in the jurisdictions of British Columbia and Alberta. The Corporation is an exploration stage company engaged in the acquisition, exploration and development of resource properties. As a reporting issuer, the Corporation’s business is to comply with all reporting requirements while endeavoring to find, acquire and finance suitable and favorable resource related projects. Prior to 2017, the Corporation did not conduct significant commercial operations other than to meet filing requirements. On January 16, 2017, the Corporation acquired 1084160 B.C. Ltd., which held the Yukon option and was renamed “Provenance Gold Corp.”

As at December 31, 2020, it has interests in the following resource properties:

2K Gold Property, Yukon, Canada

On June 10, 2016, the Corporation’s CEO entered into the Moosehorn Range Property Option Agreement (the “MRPOA”) pursuant to which he was granted the option to purchase a 100% interest in 149 quartz claims located in the Moosehorn Range in Yukon, Canada and the exclusive right to conduct mineral exploration and feasibility study work on the property during the period of the option. On August 4, 2016, the Corporation and the Corporation’s CEO entered into an assignment agreement whereby the MRPOA was assigned to the Corporation. On January 31, 2017, the optionor, the Corporation and the Corporation’s CEO replaced MRPOA in its entirety with MRPOA 2. On September 20, 2019, MRPOA 2 was amended to include an additional 47 quartz claims and, among other items, to defer the scheduled payment of $130,000 due on June 10, 2019 to March 31, 2020. Based on the remaining cash payments to be made and exploration expenditures to be incurred in order to exercise the option, in combination with a corresponding lack of investor interest in the Property, the Corporation wrote off exploration and evaluation assets of $1,256,369 ($230,000 in cash paid and $1,026,369 in exploration expenditures incurred) as at December 31, 2019.

On May 8, 2020, the Corporation received a written notice of termination from the optionor because the March 31, 2020 payment was not made. Consequently, the property has been written off since the Corporation had no further interest in this property. Pursuant to MRPOA 2, the Corporation is required to ensure that the property is in good standing in respect of assessment work for a period of at least two years from the date of termination.

Silver Bow Property, Nevada U.S.A.

On August 29, 2018, the Corporation entered into the Silver Bow Nevada Property Option Agreement (the “SB Agreement”) to acquire a 100% interest in 73 mineral claims referred to as the Silver Bow property, located in the Silver Bow Mining District, and 10 claims referred to as the Golden Ridge Property located in Nevada, USA. Pursuant to a trust agreement entered into between the Corporation and the CEO of the Corporation on September 20, 2018, the CEO was holding the 10 Golden Ridge Property claims in trust for the Corporation. During the fiscal 2019 year, these 10 claims were allowed to lapse.

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Pursuant to the SB Agreement, cash payments totaling US $1,500,000 are required to be made over a sevenyear period and exploration expenditures are required to be incurred as follows (all amounts are in US dollars):

Payments

• $2,300 for claim and re-staking fees within 60 days of the signing of the agreement (paid)

• $10,000 by July 18, 2019 ( paid) ;

• $20,000 by July 18, 2020 ( paid );

• $40,000 by July 18, 2021;

• $50,000 by July 18, 2022;

• $50,000 by July 18, 2023;

• $100,000 by July 18, 2024;

• Balance of $1,500,000 less all option payments received prior to July 18, 2025.

Exploration Expenditures

• $50,000 by July 18, 2020 ( spent );

• $75,000 between July 18, 2020 and June 18, 2021 (spent);

• $100,000 between July 18, 2021 and June 18, 2022;

• $100,000 between July 18, 2022 and June 18, 2023;

• $150,000 between July 18, 2023 and June 18, 2024.

Year 7 and beyond - $250,000 minimum holding cost to be paid by the seventh anniversary of signing (June 18, 2025) and each subsequent anniversary thereafter until the cumulative $1,500,000 is complete to purchase the option outright.

Pursuant to the SB Agreement, the Corporation will also pay a 2% net smelter royalty (“NSR”) in every year that lode gold or silver is recovered from the property. This NSR can be bought out at any time by paying $1,000,000.

The SB Agreement will terminate if either party is in default and within 45 days of receiving written notice of the default, it is not remedied. After termination of the SB Agreement, the Corporation is required to ensure that the Property is in good standing for a period of at least one year from the date of termination.

On April 24, 2019, the Corporation entered into a trust agreement (the “Trust Agreement”) with the CEO of the Corporation in respect of an additional 29 lode mining claims on the Silver Bow property adjoining the above-noted mineral claims. The CEO is the beneficial owner of an interest in these claims, which are registered in his name. Pursuant to the Trust Agreement, the CEO with (a) hold the claims in trust for and on behalf of the Corporation; (b) the claims will be held on behalf of the Corporation until such time as the Corporation wishes to have the titles transferred to its name, a subsidiary’s name or to any other person or corporation as directed by the Corporation; and (c) the Trust Agreement terminates upon the expiration, surrender or termination of the claims for any reason.

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Blue Horse Lease, Nevada U.S.A.

On May 22, 2020, Provenance Gold USA (“PG USA”), a wholly-owned subsidiary of the Corporation, was incorporated in Reno, Nevada.

On June 11, 2020, the Corporation, through its subsidiary PG USA entered into a Mining Lease and Assignment (the “Lease”) with a trust (the “Lessor”) and two estates in Nevada, USA. The effective date of the Lease is August 20, 2019. Pursuant to the Lease, the Lessor grants, lets and leases to PG USA all of its rights, title and interests in and to the Blue Horse patented mining claim, including the Lessor’s interest in all minerals, situated in Nye County, Nevada (the “Property”). The Property is located in the Silver Bow Mining District.

The Lease is for an initial term of three years and shall continue for so long thereafter as mineral exploration, mine development, mining or mineral processing operations are conducted by PG USA or its successor on any portion of the Property or its overall Silver Bow property position. At any time after the third anniversary PG USA may, by providing written notice to the Lessor, extend the primary term for an additional five years, for a total of eight years and so long thereafter as mineral exploration, mine development, mining or mineral processing operations are conducted on any portion of the Property.

Lease payments totaling US$50,000 are required to be made over a three-year period as follows (all amounts are in US dollars):

Payments

• $10,000 on signing (paid );

• $10,000 by August 20, 2020 (paid);

• $15,000 by August 20, 2021; and

• $15,000 by August 20, 2022.

No other lease payments are required thereafter until royalty or royalty purchase is made.

The Lessor will pay all property taxes annually. PG USA is responsible for making all payments and filings required to maintain the property in good standing before July 1 of each year, including but not limited to, property taxes, federal maintenance fees and any federal or state filings.

PG USA will pay the Lessor a production royalty of 1% of net smelter returns (“NSR”) on all minerals produced and sold by PG USA from within the vertical boundaries of the Property. The NSR payments are capped at $250,000 and no other payments are due once this requirement is met.

PG USA may terminate the Lease at any time with respect to all or any part of the Property by giving 60 days written notice to the Lessor. In the event of a material default by PG USA, PG USA will have at least 60 days to cure the default and, if not cured, the Lessor may terminate the Lease by giving written notice to PG USA. Upon termination of the Lease by PG USA, all payments made to the Lessor are retained by the Lessor and all liabilities and obligations of PG USA not due or accrued prior to termination will cease and terminate. Upon expiration or termination of the Lease, PG USA will have no further liability or obligation as to the portion of the Property that is no longer subject to the Lease.

After expiration or termination of the Lease, PG USA is required to promptly reclaim all surface disturbance on the terminated portion of the Property caused by, or on behalf of, PG USA in accordance with applicable legal requirements.

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White Rock Property, Nevada U.S.A.

On June 12, 2020, the Corporation, through its subsidiary PG USA, entered into the Provenance Gold USA Option Agreement (the “Option Agreement”) with a wholly-owned Nevada subsidiary (“NSRI”) of Ely Gold Royalties Inc. Pursuant to the Option Agreement, NSRI gives and grants to PG USA the sole and exclusive right and option to purchase 100% of NSRI’s right, title and interest in and to 30 unpatented mining claims and certain existing data (as defined) (collectively, the “White Rock Property”) and any related, additional data, information and records acquired by NSRI during the option period.

The Option will remain in force during the term of the Option Agreement from the effective date to and including the first to occur of (a) the option closing; (b) the termination of the Option Agreement; or (c) four years from the initial closing date.

To acquire a 100% in the property, cash payments totaling US$250,000 are required to be made as follows (all amounts are in US dollars):

Payments

• $10,000 on signing ( paid );

• $25,000 by June 12, 2021;

• $40,000 by June 12, 2022;

• $50,000 by June 12, 2023; and

• $125,000 by June 12, 2024.

PG USA has the right to exercise the option prior to the termination of Option Agreement by giving NSRI written notice of such exercise or by payment of all payments not yet paid as of the exercise date.

Subject to the termination of the Option Agreement, until all option payments are made and the option is exercised and closed, PG USA is responsible for paying all mining claim maintenance and rental fees required to be paid to keep the claims in good standing.

PG USA will pay NSRI a production royalty of 2% of NSR on all mineral production from the unpatented mining claims.

During the option period and following the option exercise if the option closing occurs and unless otherwise agreed by the parties, if either party or its affiliates acquires, directly or indirectly, any additional mining claims located wholly or partly within a distance of two miles from the outermost perimeter of the White Rock Property, the additional claims will be included in and form part of the White Rock Property and be subject to the Option Agreement.

PG USA may terminate the Option Agreement without further liability at any time by giving written notice of termination to NSRI. In the event of a material default by PG USA, PG USA will have at least 30 days to cure the default and, if not cured, NSRI may terminate the Option Agreement by giving written notice to PG USA.

After termination of the Option Agreement, PG USA is required to:

• pay to NSRI any governmental fees due with respect to the property within 60 days or less from the date of termination; and

• complete all required reclamation obligations directly arising as a result of its exploration activities.

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Mineral Hill Silver Property, Nevada U.S.A.

On April 19, 2021, the Corporation entered into a definitive share purchase agreement with Cariboo Gold Producers Inc. (“Cariboo Gold”) to acquire all of the outstanding share capital of Cariboo Gold. Cariboo Gold controls the rights to the Mineral Hill Silver Property, which consists of 9 patented claims, 160 acres of private homestead lands and 20 unpatented claims for a total of 540 acres. The terms of the acquisition are as follows:

• Issuance of 3,000,000 shares of the Corporation; and

• One-time cash payment of $20,000

The underlying property agreement has progressive payments over six years, totaling a cumulative amount of $195,000, plus escalating work commitments over eight years.

Strategy

The Corporation has mobilized a team of consultants for daily management of the projects and on the ground support. Significant work has been done to date on both properties through historical work as well as exploration work completed by the Corporation. This work has included infrastructure development, sampling, assaying and key target area evaluation.

The 2018 and 2019 field programs on the Nevada property focused on surface sampling, historical data collection and assaying to provide more validation of the Corporation’s belief in the gold and silver mineralization within the property. During 2019, the Corporation completed its in-depth data collection, geological mapping, sampling, and geophysical analysis of the property.

Work completed in 2020 resulted in determining drill targets, building comprehensive reports on its Nevada properties in addition to permitting and being drill-ready on both properties. In order to proceed with the proposed drill program, the Corporation completed a non-brokered private placement in the first quarter of 2021. The Corporation then commenced its drilling program on the Silver Bow property in February 2021.

Risk Factors

The Corporation is in the business of acquiring, exploring and, if warranted, developing and exploiting natural resource properties. Due to the nature of the Corporation’s business and the present stage of exploration of its resource properties (which are primarily early-stage exploration properties with no known resources or reserves that have not been explored by modern methods), the following risk factors, among others, will apply:

Mining Industry is Intensely Competitive:

The Corporation’s business will be the acquisition, exploration and development of resource properties. The mining industry is intensely competitive and the Corporation will compete with other companies that have far greater resources.

Resource Exploration and Development is Generally a Speculative Business:

Resource exploration and development is a speculative business and involves a high degree of risk, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in size to return a profit from production. The marketability of natural resources that may be acquired or discovered by the Corporation will be affected by numerous factors beyond the control of the Corporation. These factors include market fluctuations, the proximity and capacity of natural resource markets, government

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regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Corporation not receiving an adequate return on invested capital. The great majority of exploration projects do not result in the discovery of commercially mineable deposits of ore.

Fluctuation of Metal Prices:

Even if commercial quantities of mineral deposits are discovered by the Corporation, there is no guarantee that a profitable market will exist for the sale of the metals produced. Factors beyond the control of the Corporation may affect the marketability of any substances discovered. The prices of various metals have experienced significant movement over short periods of time, and are affected by numerous factors beyond the control of the Corporation, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The supply of and demand for metals are affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any mineral deposit will be such that any of its resource properties could be mined at a profit.

Permits and Licenses:

The operations of the Corporation will require licenses and permits from various governmental authorities. There can be no assurance that the Corporation will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects.

No Assurance of Profitability:

The Corporation has no history of earnings and, due to the nature of its business, there can be no assurance that the Corporation will ever be profitable. The Corporation has not paid dividends on its shares and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Corporation is from the sale of its common shares or, possibly, the sale or optioning of a portion of its interest in its resource properties. Even if the results of exploration are encouraging, the Corporation may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists. While the Corporation may generate additional working capital through further equity offerings or through the sale or possible syndication of its properties, there can be no assurance that any such funds will be available on favourable terms, or at all. At present, it is impossible to determine what amounts of additional funds, if any, may be required. Failure to raise such additional capital could put the continued viability of the Corporation at risk.

These financial statements have been prepared assuming the Corporation will continue on a going concern basis:

The Corporation’s financial statements for the year ended December 31, 2020 have been prepared on the basis that it will continue as a going concern. The Corporation recorded a comprehensive loss of $442,290 (2019 - $1,631,853) for the year ended December 31, 2020. As at December 31, 2020, the Corporation had a working capital deficiency of $355,961 and an accumulated deficit of $2,994,022 (December 31, 2019 - $2,551,732), which was funded primarily by the issuance of equity. The Corporation’s ability to continue as a going concern and to realize assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. If the Corporation is unable to obtain adequate additional financing, it may be required to curtail operations and exploration activities. Furthermore, failure to continue as a going concern would require that the Corporation’s assets and liabilities be restated on a liquidation basis which would likely differ significantly from their going concern assumption carrying values.

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Uninsured or Uninsurable Risks:

The Corporation may become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Corporation’s perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

Government Regulation:

Any exploration, development or mining operations carried on by the Corporation will be subject to government legislation, policies and controls relating to prospecting, development, production, environmental protection, mining taxes and labour standards. In addition, the profitability of any mining prospect is affected by the market for precious and/or base metals which is influenced by many factors including changing production costs, the supply and demand for metals, the rate of inflation, the inventory of metal producing corporations, the political environment and changes in international investment patterns.

Environmental Matters:

Existing and possible future environmental legislation, regulations and actions could cause significant expense, capital expenditures, restrictions and delays in the activities of the Corporation, the extent of which cannot be predicted and which may well be beyond the capacity of the Corporation to fund. The Corporation’s right to exploit any mining properties will be subject to various reporting requirements and to obtaining certain government approvals and there can be no assurance that such approvals, including environment approvals, will be obtained without inordinate delay or at all.

Financing Risks:

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

Insufficient Financial Resources:

The Corporation does not presently have sufficient financial resources to undertake by itself the exploration and development of all of its planned exploration and development programs. The development of the Corporation’s properties will therefore depend upon the Corporation’s ability to obtain financing through the joint venturing of projects, private placement financing, public financing or other means. There can be no assurance that the Corporation will be successful in obtaining the required financing. Failure to raise the required funds could result in the Corporation losing, or being required to dispose of, its interest in its properties. In particular, failure by the Corporation to raise the funding necessary to maintain in good standing its various option agreements could result in the loss of its rights to such properties.

Dependence Upon Others and Key Personnel:

The success of the Corporation’s operations will depend upon numerous factors, many of which are beyond the Corporation’s control, including (i) the ability to design and carry out appropriate exploration programs on its resource properties; (ii) the ability to produce minerals from any resource deposits that may be located;

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(iii) the ability to attract and retain additional key personnel in exploration, marketing, mine development and finance; and (iv) the ability and the operating resources to develop and maintain the properties held by the Corporation. These and other factors will require the use of outside suppliers as well as the talents and efforts of the Corporation and its consultants and employees. There can be no assurance of success with any or all of these factors on which the Corporation’s operations will depend, or that the Corporation will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities. This is especially true as the competition for qualified geological, technical and mining personnel and consultants is particularly intense in the current marketplace.

Price Fluctuations and Share Price Volatility:

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered development stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual and extreme fluctuations in price will not occur.

Surface Rights and Access:

Although the Corporation acquires the rights to some or all of the minerals in the ground subject to the tenures that it acquires, or has a right to acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities, however, the enforcement of such rights can be costly and time consuming. In areas where there are no existing surface rights holders, this does not usually cause a problem, as there are no impediments to surface access. However, in areas where there are local populations or land owners, it is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and carry-on mining activities, the Corporation will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Corporation may need to rely on the assistance of local officials or the courts in such jurisdictions.

Title:

Although the Corporation has taken steps to verify the title to the resource properties in which it has or has a right to acquire an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title (whether of the Corporation or of any underlying vendor(s) from whom the Corporation may be acquiring its interest). Title to resource properties may be subject to unregistered prior agreements or transfers and may also be affected by undetected defects or the rights of indigenous peoples.

COVID19:

The outbreak of the Coronavirus Disease 2019, or COVID-19, has spread across the globe and is impacting worldwide economic activity. This global pandemic poses the risk that the Corporation or its clients, employees, contractors, suppliers, and other partners may be unable to conduct regular business activities for an indefinite period of time. At this point, the impact on the Corporation has been minimal. The Corporation continues to monitor the situation and is taking all necessary precautions in order to follow rules and best practices as set out by the federal and provincial governments.

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Results of Operations

Year ended December 31, 2020

During the year ended December 31, 2020, the Corporation recorded a comprehensive loss of $442,290 ($0.01 per share) compared with a loss of $1,631,853 ($0.05 per share) in 2019.

Significant items in the year ended December 31, 2020 include:

• Consulting fees of $190,000 (2019 - $143,943) were paid to management and certain consultants;

• Corporate communications expenditures increased to $142,500 (2019 - $55,985);

• Professional fees increased to $60,154 (2019 - $43,909). These costs were related to ongoing regulatory activities and preparation for the 2020 financings;

• Claims maintenance and general exploration were $Nil (2019 – $69,353) and related travel costs declined from $20,463 in 2019 to $2,500 in 2020;

• Share based- payments were $Nil (2019 - $10,765) as no share options were granted during the year ;

• Interest of $9,800 was paid on short-term loan of $35,000 in 2020 (2019 - $Nil).

Three months ended December 31, 2020

During the three months ended December 31, 2020, the Corporation recorded a comprehensive loss of $132,063 ($0.00 per share) compared with a loss of $1,395,628 ($0.04 per share) in 2019.

Significant items in the three months ended December 31, 2020 include:

• Consulting fees of $29,500 (2019 - $28,162) were paid to management;

• Corporate communications expenditures increased to $37,000 (2019 - $16,000);

• Professional fees increased to $37,073 (2019 - $18,098). These costs were related to ongoing regulatory activities and preparation for the 2020 financings;

• Claims maintenance and general exploration costs were $Nil (2019 – $69,353);

• Write-off exploration and evaluation assets was $Nil (2019 – $1,256,369).

Selected Annual Information

Selected financial data for the Corporation for the three most recently completed financial years is presented below. It has been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). The presentation and functional currency of the Corporation is the Canadian dollar.

	December 31, 2020	December 31, 2019	December 31, 2018
	$	$	$
Total revenue	-	-	-
Net loss	(442,290)	(1,631,853)	(301,177)
Net loss per share, basic and diluted	(0.01)	(0.05)	(0.01)
Total assets	416,060	279,604	1,347,722
Total current financial liabilities	391,996	303,160	73,590
Total non-current financial liabilities	-	-	-

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The 2019 results reflect the write down of the 2K Gold property in the amount of $1,256,369. In 2020, the Corporation continued to develop its Nevada properties and secure financing to commence a drilling program.

Provenance has reported no discontinued operations and has paid no dividends and is unlikely to pay dividends for the foreseeable future.

Discussion of Operations and Overall Performance

Matters in prior periods related to the ongoing development of the Corporation’s various properties have been disclosed in previous MD&A filed on SEDAR.

Selected Quarterly Financial Information

The following selected financial data is derived from the financial statements of the Corporation prepared within acceptable limits of materiality and is in accordance with International Financial Reporting Standards.

December 31, 2020 $	September 30, June 30, 2020 2020 $ $	March 31, 2020 $
Total revenue - Net loss 132,063 Net loss per share, basic and diluted 0.00 Total assets 416,060 Total liabilities 391,996 Total shareholder’s equity (deficiency) 24,064	- - 175,727 98,286 0.00 0.00 458,668 267,380 302,540 425,434 156,128 (158,054)	- 36,214 0.00 248,672 308,442 (59,770)
December 31, 2019 $	September 30, June 30, 2019 2019 $ $	March 31, 2019 $
Total revenue - Net loss 1,395,628 Net loss per share, basic and diluted 0.04 Total assets 279,604 Total liabilities 303,160 Total shareholder’s equity (deficiency) (23,556)	- - 73,139 83,664 0.00 0.01 1,434,579 1,317,407 212,507 199,983 1,222,072 1,117,424	- 79,422 0.00 1,357,139 159,842 1,197,297

The following discussion outlines the reasons for some of the variations in the quarterly numbers but, as with most junior mineral exploration companies, the results of operations (including interest income and net losses) are not the main factors in establishing the financial health of the Corporation. Of far greater significance are the resource properties in which the Corporation has, or may earn an interest, its working capital and how many shares it has outstanding. The variation seen over such quarters is primarily dependent upon the success of the Corporation’s ongoing property evaluation program and the timing and results of the Corporation’s exploration activities on its then current properties, none of which are possible to predict with any accuracy. There are no general trends regarding the Corporation’s quarterly results and the Corporation’s business of resource exploration is not seasonal, as it can work on its property on a yearround basis (funding permitting). Quarterly results may vary significantly depending mainly on whether the Corporation has abandoned any properties or granted any stock options and these factors which may account for material variations in the Corporation’s quarterly net losses are not predictable. General and

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administrative costs tend to be quite similar from period to period, except in certain cases when there is an increase in corporate activities resulting from the completion of a private placement.

Liquidity, Capital Resources and Outlook

At December 31, 2020, the Corporation had cash of $34,306, GST receivable of $1,729 and current liabilities of $391,996. At December 31, 2020, the Corporation had a working capital deficiency of $355,961.

During the year ended December 31, 2020, the Corporation used $173,346 of cash in operating activities (2019 –$311,653), had a net outflow of $214,973 in investing activities (2019 –$79,495), and generated $399,910 in financing activities (2019 – $373,000).

Pursuant to an agreement entered into on October 3, 2017 under National Policy 46-201 Escrow for Initial Public Offering as an emerging issuer 6,500,000 of these common shares were deposited into escrow. As at December 31, 2020, there were no common shares held in escrow.

On February 6, 2019, 1,600,000 settlement receipts were converted into common shares of the Corporation on a one-for-one basis pursuant to a debt settlement agreement (the “Agreement”) entered into on September 26, 2018 with an unrelated third-party creditor to settle $400,000 in outstanding indebtedness in respect of exploration and evaluation expenditures incurred on the 2K Gold Property. Pursuant to the Agreement, the Corporation issued 1,600,000 settlement receipts (the “receipts”) at a deemed price of $0.25 (being the Corporation’s share price on September 24, 2018) per receipt with each receipt automatically converting into one common share of the Corporation on February 26, 2019 and the Corporation having the option to redeem all or any portion of the receipts by making a cash payment of $0.25 per receipt to the creditor. Pursuant to IAS 32, Financial Instruments: Presentation , these receipts are required to be presented as equity on the statement of financial position because they do not meet the definition of a liability.

On August 27, 2019, the Corporation completed the first tranche of a private placement of 1,169,997 units at a price of $0.15 per unit for gross proceeds of $175,500. Each unit consists of one common share of the Corporation and one half of one common share purchase warrant. Each full warrant entitles the holder to purchase an additional common share at a price of $0.30 per share until August 27, 2021.

On December 30, 2019, pursuant to a subscription agreement for a non-brokered private placement entered into on December 27, 2019 for 1,000,000 units at a price of $0.15 per unit, the Corporation received gross proceeds of $150,000 from the private company providing media services to the Corporation. Each unit consists of one common share of the Corporation and one-half of one common share purchase warrant. Each full warrant entitles the holder to purchase an additional common share of the Corporation at a price of $0.30 per share for a period of 24 months from the date of issue. The units were issued on February 10, 2020.

On August 6, 2020, the Corporation completed a non-brokered private placement of 4,443,444 units at a price of $0.09 per unit for gross proceeds of $399,910. Each unit consists of one common share of the Corporation and one common share purchase warrant. Each full warrant entitles the holder to purchase an additional common share of the Corporation at a price of $0.15 per share until August 6, 2025.

On August 6, 2020, the Corporation issued 1,000,000 common shares to an arms-length third party in consideration for certain consulting obligations and work associated with the Corporation’s land acquisitions and option agreements in Nevada. These shares have been valued at $90,000 and expensed during the period ended December 31, 2020 as consulting expense.

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On February 16, 2021, the Corporation completed a non-brokered private placement of 9,615,000 units at a price of $0.10 per unit for gross proceeds of $961,500. Each unit consists of one common share of the Corporation and one common share purchase warrant. Each full warrant entitles the holder to purchase an additional common share of the Corporation at a price of $0.15 per share until February 16, 2026.

On April 21, 2021, the Corporation completed a non-brokered private placement of 3,150,000 units at a price of $0.10 per unit for gross proceeds of $315,000. Each unit consists of one common share of the Corporation and one common share purchase warrant. Each full warrant entitles the holder to purchase an additional common share of the Corporation at a price of $0.15 per share until April 21, 2026.

On April 21, 2021, the Corporation entered into debt settlement agreements with the CEO and CFO of the Company to settle outstanding indebtedness totalling $167,000 by issuing 1,670,000 common shares of the Company at a deemed price of $0.10 per share. These debt settlement agreements are subject to exchange approval.

Additional equity or debt financing will be required to implement the Corporation’s exploration projects. There can be no assurance that the Corporation will be able to secure additional financing in the future on terms that are acceptable to it or at all.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at December 31, 2020 or at the date of this MD&A.

Financial Instruments and Other Instruments

The Corporation’s financial instruments consist of cash, accounts payable, due to related party and loan payable. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments and that the fair value of these financial instruments approximates their carrying values, as applicable. Liquidity risk is assessed as high.

Related Parties

Related Party Transactions

All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amount, which is the amount agreed to by the related parties. Unless otherwise indicated, the balances are unsecured, non-interest bearing, without specific terms of repayment and have arisen from advances or the provision of services and fees described.

During the year ended December 31, 2020, the Corporation incurred: $45,000 (2019 - $52,500) in consulting fees paid or payable to the Chief Executive Officer (the “CEO”) of the Corporation; $45,000 (2019 - $52,500) in consulting fees paid or payable to a company controlled by the Chief Financial Officer (the “CFO”) of the Corporation; and $10,000 (2019 – $38,943) in consulting fees paid to a director of the Corporation.

Related Party Balances

At December 31, 2020, accounts payable and accrued liabilities included $112,000 (2019 – $72,000) payable to the CEO of the Corporation and $87,779 (2019 - $52,500) payable to a company controlled by the CFO of the Company for consulting fees incurred during the current and prior year. As at December 31, 2020 the total accounts payable due to related parties is $199,779.

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Amounts advanced by a director of the Corporation totaled $20,000 and were made to aid with working capital requirements. The advances are non-interest bearing without specific terms of repayment.

Significant Accounting Judgments and Use of Estimates

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

The Corporation’s significant judgments and estimates are disclosed in the financial statements as at and for the year ended December 31, 2020.

Disclosure of Outstanding Share Data

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

As at the date of this MD&A, the following is a description of the outstanding equity securities issued by the Corporation:

	Authorized	Outstanding
Voting or equity securities issued and outstanding	Unlimited Common Shares	56,307,575 Common Shares
Securities convertible or exercisable into voting or equity securities - warrants exercisable at $0.30 - warrants exercisable at $0.40 - warrants exercisable at $0.30 - warrants exercisable at $0.15 - warrants exercisable at $0.15 - warrants exercisable at $0.15		584,999 1,033,000 500,000 4,443,444 9,615,000 3,150,000

Changes in Internal Controls over Financial Reporting

There have been no changes in the Corporation's internal control over financial reporting during the year ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Approval

The Board of Directors of the Corporation has approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it.

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