Four Nines Gold : Interim MD&A - Q1

Four Nines Gold Inc.

Management Discussion & Analysis

(Expressed in Canadian Dollars)

For the three months ended April 30, 2022

Overview

The following covers the operations of Four Nines Gold Inc. (the "Company" or "Four Nines") for the three months ended April 30, 2022 prepared as of June 10, 2022. This management discussion and analysis ("MD&A") should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements for the period ended April 30, 2022 and related notes and the audited financial statements for the year ended January 31, 2022 and related notes. These documents are available for viewing on SEDAR at www.sedar.com.All dollar amounts therein and in the following MD&A are in Canadian dollars unless otherwise indicated. These condensed interim consolidated financial statements were prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB").

Forward-Looking Statements

This MD&A contains certain statements that may be deemed "forward-looking statements". All statements in this MD&A, other than statements of historical fact, that address exploration drilling, exploitation activities and events or developments that the Company expects to occur, are forward-looking statements. Forward- looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Information inferred from the interpretation of drilling results and information concerning mineral resource estimates may also be deemed to be forward-looking statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward - looking statements. Factors that could cause the actual results to differ materially from those in the forward-looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change beyond the procedures required under applicable securities laws.

Description of Business

The Company is a junior resource company engaged in the acquisition and exploration of properties in Canada. The Company was incorporated on March 19, 2015 under the name "Hornby Acquisition Ltd." pursuant to the Business Corporations Act (British Columbia). On April 20, 2016, the Company changed its name to "Eureka Dome Gold Inc." and on November 30, 2016, the Company changed its name to "Four Nines Gold Inc.".

On August 24, 2017, the Company completed an initial public offering ("IPO") and was listed on the Canadian

Securities Exchange ("CSE"). The Company commenced trading on the CSE on August 31, 2017 under the symbol "FNAU".

The head office, principal address and records office of the Company are located at Suite 1000, 409 Granville Street, Vancouver, British Columbia, Canada, V6C 1T2.

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Four Nines Gold Inc.

Management Discussion & Analysis

(Expressed in Canadian Dollars)

For the three months ended April 30, 2022

COVID-19

During March 2020, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and, specifically, the regional economies in which the Company operates. As at the date of this report, the Company has not been significantly impacted by the spread of COVID-19. However, the duration and impact of the pandemic could continue to have a negative impact on the stock market, including trading prices of the Company's shares and its ability to raise new capital. These factors, amongst others, could have a significant impact on the Company's operations going forward.

War in Ukraine

The Company's business financial condition and results of operations may be further negatively affected by economic and other consequences from Russia's military action against Ukraine and the sanctions imposed in response to that action in late February 2022. While the Company expects any direct impacts, of the pandemic and the war in the Ukraine, to the business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect the business.

Mineral properties

Bonneville Property, Quebec

By a mineral property option agreement dated June 18, 2020 and as amended on July 27, 2020, the Company may acquire up to 100% interest in the Bonneville Property. This property consists of 36 mineral tenures and is located in central Quebec. The project covers an area of approximately 2,018 hectares in the Lac Bachelor gold camp 215 kilometres northeast of Val d'Or, Quebec. The property is located within the Abitibi greenstone belt, five km west of the village of Miquelon. Recent exploration at the Bonneville gold project includes soil sampling, ground geophysics and a single diamond drill hole in 2018, which tested one of the three target zones.

As consideration the Company will pay cash of $210,000, and incur $350,000 in exploration expenditures as follows:

1. Cash payment of $35,000 upon signing (June 18, 2020) (Paid);
2. Cash payment of $75,000 upon regulatory authorities' approval (June 22, 2020) (Paid);
3. Cash payment of $75,000 by July 31, 2020 (Paid);
4. Cash payment of $25,000 by June 18, 2021 (Paid); and
5. Incur $350,000 in exploration expenditures on or before June 18, 2022.

In the event of a shortfall of exploration expenditures, the Company can pay the Optionor in cash or shares of the Company as long as the share issuance does not make the Optionor a holder of more than 19.9% of the shares outstanding at the time of issuance.

Should the Company acquire 100% of the property the Optionor will retain a 1% Net Smelter Returns ("NSR") royalty. The Company shall be entitled to buy back the 1% NSR for $1,000,000.

The Company is currently renegotiating an extension on the $350,000 exploration expenditure commitment.

Lassen Properties, California

During the three months ended April 30, 2022, the Company staked 25 claims located in Hayden Hill Mining District in California totaling $45,310.

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Four Nines Gold Inc.

Management Discussion & Analysis

(Expressed in Canadian Dollars)

For the three months ended April 30, 2022

Selected Annual Information

The following is a summary of the Company's financial results for the Company's three most recently completed financial years:

	Year-ended	Year ended	Year ended
	January 31, 2022	January 31, 2021	January 31, 2020
	$	$	$
Total revenues	Nil	Nil	Nil
Net and comprehensive loss	(469,125)	(159,952)	(86,564)
Loss per share - basic and diluted	(0.03)	(0.01)	(0.01)
Total assets	1,246,021	580,133	724,222
Long term liabilities	Nil	Nil	Nil
Cash dividends declared per share	Nil	Nil	Nil

During the year ended January 31, 2020, the Company completed the reclamation obligation on the Mariposa property. During the year ended January 31, 2021, the Company acquired a mineral property and granted stock options. During the year ended January 31, 2022, the Company continued to review potential mineral property acquisitions and granted stock options.

Fourth Quarter

N/A

Results of Operations

During the three months ended April 30, 2022, the Company has not generated revenue to date and has recorded a net loss of $151,161 as compared to the net loss of $51,439 for the comparable three months ended April 30, 2021.

Total expenses for the three months ended April 30, 2022 amounted to $151,161 as compared to $51,439 for the comparable period, an increase of approximately $99,800.

The main increase can be attributed to an increase in exploration expenses, professional fees and share-based payments. During the current quarter, the Company continued to evaluate potential mineral properties for potential acquisition as the Company incurred $37,519 in property investigation cost as compared to $nil for the comparable quarter. Professional fees have increased to $14,036 in the current quarter as compared to $3,742 for the comparable quarter as the Company engaged legal counsel to perform due diligence on any potential acquisition. The Company also recorded $76,974 in share-based payments as compared to $33,951 for the comparable quarter. The share-based payments represent stock options that vested during the quarter. Hare- based payment is a non-cash transaction.

During the quarter, the Company staked 25 claims located in Hayden Hill Mining District in California totaling $45,310.

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Four Nines Gold Inc.

Management Discussion & Analysis

(Expressed in Canadian Dollars)

For the three months ended April 30, 2022

Summary of Quarterly Results

The following is a summary of the Company's financial results for the eight most recently completed quarters.

	April 30,	January 31,	October 31,	July 31,
For the quarter ended	2022	2022	2021	2021
Net and comprehensive loss	($152,161)	($233,575)	($60,203)	($123,908)
Loss per share - basic and diluted	($0.01)	($0.01)	($0.00)	($0.01)
	April 30,	January 31,	October 31,	July 31,
For the quarter ended	2021	2021	2020	2020
Net and comprehensive loss	($51,439)	($66,746)	($34,986)	($46,619)
Loss per share - basic and diluted	($0.00)	($0.00)	($0.00)	($0.00)

Factors causing Variance for each Quarter

During the quarter ended July 31, 2020, the Company recorded a net loss of $46,619 as compared to $11,601 for the previous quarter. The increase can be attributed to the Company engaging an external consultant to assist in its application to trade on the OTC markets in the U.S. markets. During the quarter ended October 31, 2020, the Company recorded a net loss of $34,986 as compared to $46,619 for the previous quarter. During October 31, 2020, the Company granted stock options and recorded a share-based payment of $22,708. During the quarter ended January 31, 2021, the Company recorded a net loss of $66,746 as compared to $34,986 for the previous quarter. The increase can be attributed to the recording of the share- based payments on the vested portion. During the quarter ended April 30, 2021, the Company recorded a net loss of $51,439 as compared to $66,746 for the previous quarter a decrease of $15,307. The prior year was the Company's year and had an accrual for year-end audit fee. During the quarter ended July 31, 2021, the Company recorded a net loss of $123,908 as compared to the net loss of $51,439 an increase of $72,469. The increase can be attributed to the Company paying $60,000 to a third party for advisory service. During the quarter ended October 31, 2021, the Company recorded a net loss of $60,203 as compared to $123,908 for the previous quarter a decrease of $63,705 which can be attributed to the $60,000 that was paid to a third party for advisory service in the previous quarter. During the quarter ended January 31, 2022, the Company recorded a net loss of $233,575 as compared to $60,203 an increase of $173,372 which can be attributed to the recording of share-based payments on stock options granted during the quarter. During the quarter ended April 30, 2022, the Company recorded a net loss and comprehensive loss of $152,161 as compared to a net loss and comprehensive loss of $$233,575. Included in the prior year were year-end adjustments.

Liquidity and Capital Resources

The Company had cash of $921,832, GST receivable of $2,374 and prepaid expense of $5,993 at April 30, 2022, compared to $1,014,975, $2,505 and $10,487 at January 31, 2022 respectively. As at April 30, 2022, the Company had accounts payable of $97,791 as compared to accounts payable of $132,062 at January 31, 2022 and working capital of $832,408 as compared to a working capital of $895,905 as at January 31, 2022.

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Four Nines Gold Inc.

Management Discussion & Analysis

(Expressed in Canadian Dollars)

For the three months ended April 30, 2022

The Company's estimated its budget to be its working capital and believes that the current capital resources are not sufficient to pay overhead expenses for the next twelve months and will need to seek additional funding to fund its overhead expenses and future commitments. The Company will continue to monitor the current economic and financial market conditions and evaluate their impact on the Company's liquidity and future prospects.

Since the Company will not be able to generate cash from its operations in the foreseeable future, the Company will have to rely on the issuance of shares or the exercise of options and warrants to fund ongoing operations and investment. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.

During the three months ended April 30, 2022, the Company issued 570,000 common shares pursuant to the exercise of share purchase warrants for total proceeds of $57,000

Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements to report.

Related Party Transactions

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Related party transactions are comprised of services rendered by directors and/or officers of the Company or by a company with a director in common. Related party transactions are in the ordinary course of business and are measured at the exchange amount.

Key management personnel compensation

The Company considers its President, Chief Executive Officer, Chief Financial Officer, and the directors of the Company to be key management.

	For the three months ended April 30,
	Relationship	2022		2021
Consulting fees
Harmony Corporate Services Ltd.	Company controlled by Geoff $	6,000	$	6,000
	Balderson, Director and CFO
Share-based payments
Daniel Schieber	Former Director	-		23,000
Charles Ross	Director and CEO	1,317		5,476
Jim Mustard	Director	658		2,738
Geoff Balderson	Director and CFO	219		913
Joseph Yelder	Director	439		1,825
David Flint	Director	11,000		-
		13,633		33,951
	$	19,633	$	39,951

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