African Energy Metals : Consolidated MDA

AFRICAN ENERGY METALS INC.

MANAGEMENT DISCUSSION AND ANALYSIS

Years Ended December 31, 2022 and 2021

TABLE OF CONTENTS

Page
1.	DESCRIPTION OF BUSINESS	3.
2.	CORPORATE AND OPERATIONAL HIGLIGHTS	5.
3.	EXPLORATION AND EVALUATION ASSET	6.
4.	PROPOSED TRANSACTIONS	6.
5.	SELECTED ANNUAL RESULTS	7.
6.	LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN	8.
7.	RESULTS OF OPERATIONS	9.
8.	SUMMARY OF QUARTERLY FINANCIAL INFORMATION	10.
9.	TRANSACTIONS WITH RELATED PARTIES	11.
10.	SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS	11.
11.	RISKS RELATED TO THE COMPANY'S BUSINESS	11.
12.	OTHER MD&A DISCLOSURE REQUIREMENTS	15.

This discussion and analysis should be read in conjunction with the audited consolidated financial statements and related notes thereto for the years ended December 31, 2022 and 2021 (the "Financial Statements"), which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by IASB. All amounts in the financial statements and this discussion and analysis are presented in United States dollars, unless otherwise indicated. This Management Discussion and Analysis ("MD&A") is dated May 26, 2023 and discloses specified information up to that date.

FORWARD LOOKING INFORMATION

This management discussion and analysis ("MD&A") contains certain forward-looking statements and information relating to African Energy Metals Inc. ("Company") that are based on the beliefs of its management as well as assumptions made by and information currently available to the Company. When used in this document, the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. This MD&A contains forward-looking statements relating to, among other things, regulatory compliance, the sufficiency of current working capital, the estimated cost and availability of funding for the continued exploration and development of the exploration projects in Democratic Republic of Congo ("DRC") as described below. Such statements reflect the current views of management with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.

1. DESCRIPTION OF BUSINESS

On March 27, 2007, African Energy Metals Inc. was incorporated pursuant to the provisions of the Business Corporations Act (British Columbia). The Company commenced trading on the TSX Venture Exchange ("TSX-V") under the symbol NMD.V on February 7, 2010. On August 25, 2020, the Company changed its name to Central African Gold Inc. and commenced trading on the TSX-V under the symbol CAGR effective August 26, 2020. On February 7, 2022, the Company changed its name to African Energy Metals Inc. and commenced trading on the TSX-V under the symbol CUCO effective February 12, 2022.

On October 20, 2017, the Company acquired Katanga Cobalt Corp. ("Katanga") pursuant to the terms of a previously executed amalgamation agreement between Central African Gold, Katanga and a subsidiary of Central African Gold ("Subco"), under which Subco amalgamated with Katanga. For accounting purposes this was considered a reverse takeover whereby Katanga was identified as the acquirer of Central African Gold.

The Company is engaged in the acquisition, exploration, and development of mineral resources in the Democratic Republic of Congo.

In late February 2022, Russia launched a large-scale military attack on Ukraine. The invasion significantly amplified already existing geopolitical tensions among Russia, Ukraine, Europe, NATO and the West, including Canada. In response to the military action by Russia, various countries, including Canada, the United States, the United Kingdom and European Union issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs.

A commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, or SWIFT, the electronic banking network that connects banks globally; a ban of oil imports from Russia to the United States; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. Additional

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sanctions may be imposed in the future. Such sanctions (and any future sanctions) and other actions against Russia may adversely impact, among other things, the Russian economy and various sectors of the economy, including but not limited to, financials, energy, metals and mining, engineering and defense and defense-related materials sectors; result in a decline in the value and liquidity of Russian securities; result in boycotts, tariffs, and purchasing and financing restrictions on Russia's government, companies and certain individuals; weaken the value of the ruble; downgrade the country's credit rating; freeze Russian securities and/or funds invested in prohibited assets and impair the ability to trade in Russian securities and/or other assets; and have other adverse consequences on the Russian government, economy, companies and region. Further, several large corporations and U.S. states have announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses.

The ramifications of the hostilities and sanctions may not be limited to Russia, Ukraine and Russian and Ukrainian companies and may spill over to and negatively impact other regional and global economic markets (including Europe, Canada and the United States), companies in other countries (particularly those that have done business with Russia and Ukraine) and on various sectors, industries and markets for securities and commodities globally, such as oil and natural gas. Accordingly, the actions discussed above and the potential for a wider conflict could increase financial market volatility and cause severe negative effects on regional and global economic markets, industries, and companies. In addition, Russia may take retaliatory actions and other countermeasures, including cyberattacks and espionage against other countries and companies around the world, which may negatively impact such countries and companies.

The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted.

While we expect any direct impacts to our business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect our business and may make it more difficult for us to raise equity or debt financing.

Previously completed Management Discussion and Analysis documents covering comments for earlier periods have been prepared and filed accordingly on www.sedar.com.

In June 2021, the Company announced the completion the first stage of a planned acquisition of multiple precious and base metals projects located in the resource rich Democratic Republic of Congo (DRC). Central African Gold has entered into an option agreement to enter into a joint venture agreement with the project owner to jointly develop the Musefu Gold Project which has historical gold exploration and production.

Update and preliminary projections for the industrial solar and carbon credit initiative

The Company retained EcoMetrix and Inerjys Ventures to assist in the development of a favorable business case utilizing industrial solar to generate positive revenue and carbon credits focused on the DRC. EcoMetrix is based in Johannesburg, South Africa and are experts on carbon credits in Africa. Inerjys Ventures is based in Montreal, Canada and are a cleantech investment fund. The approach taken by the Company was to develop a viable business model utilizing sustainable alternate energy to solve an existing problem while generating carbon credits and providing an Environmental, Social, and Governance (ESG) benefit.

The preliminary financial model indicates these goals can be achieved and provide a significant early stage and long-term revenue source for the Company. Like most African countries, the DRC is lacking

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dependable power in sufficient quantity due to an inadequate power grid. As a result, industrial facilities, and in particular mining processing operations, supplement electrical grid power with diesel generators.

In addition to the negative environmental impacts of burning diesel fuel, the cost per kilowatt-hour (kWh) for diesel generated power is roughly five times the cost per kWh of solar-generated power. African Energy Metals' business plan will provide a cleaner hybrid solar/diesel/grid power solution for mining processors, starting with a pilot solar project with a capacity up to 15mW. The business can be expanded to providing a stand-alone solution by the addition of power storage units. The Company is initially targeting mining processors through pre-existing relationships with the Company's DRC management team and their knowledge of the DRC mining sector.

2. CORPORATE AND OPERATIONAL HIGLIGHTS

On April 10, 2023, the Company consolidated all its issued and outstanding common shares on the basis of 1 new share for every 4 old shares (the "Consolidation"). All references herein to the number of shares, options, warrants, weighted average number of common shares and loss per share have been retrospectively restated for the Consolidation, including all such numbers presented for the prior periods.

On March 3, 2022, the Company entered into an agreement with Whiskey Cobalt Mining SASU to acquire 100% interest in a 50/50 joint venture with Liberty Mining and Investments Sarl.

On June 20, 2022, the Company entered into an agreement with AuClair ECC SASU to acquire 100% interest in a 70/30 joint venture and option with E29 Resources Sarl on concession PEPM 4582 in the DRC.

On June 24, 2022, the Company completed a non-brokered private placement of 1,500,000 units at CDN $0.20 per unit for aggregate proceeds of CDN $300,000.

On October 19, 2022, the Company closed the first tranche of its non-brokered private placement of 650,000 units at CDN $0.20 per unit for aggregate proceeds of CDN $130,000.

On December 16, 2022, the Company closed the second tranche of its non-brokered private placement of 600,000 units at CDN $0.20 per unit for aggregate proceeds of CDN $120,000.

On December 29, 2022, the Company closed the third and final tranche of its non-brokered private placement of 750,000 units at CDN $0.20 per unit for aggregate proceeds of CDN $150,000.

During the year ended December 31, 2021 subsidiaries located in Africa, Bankers Cobalt Mining SASU located in the DRC, Bankers Cobalt Mining (Namibia) Limited located in Namibia were disposed for $1.

3. EXPLORATION AND EVALUATION ASSET

On March 3, 2022, the Company entered into a definitive assignment agreement with Whiskey Cobalt Mining SASU ("WCM") to acquire 100% interest in an option agreement with Liberty Mining and Investments Sarl ("Liberty") to enter a 50/50 joint venture with Liberty. Liberty owns 100% of concession PE 8251 located in the Democratic Republic of the Congo ("DRC"). As part of the acquisition cost, the Company paid $70,000 to Liberty and $47,990 (CDN$65,000) to Lockwood Financial Ltd. The Company also issued 625,000 common shares with a fair value of $87,399 (CDN$112,500) to WCM and paid finder's fee of 62,500 common shares with a fair value of $8,740 (CDN$11,250).

During the year ended December 31, 2022, the Company has no further plans to continue exploration on the property given the uncertainty of obtaining financing to continue exploration and recorded an impairment loss of $216,000.

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