Minaurum Gold : Management Discussion and Analysis- MD&A_YearEnd_Apr_30_2022

Management Discussion and Analysis

For the years ended April 30, 2022 and 2021

Containing information up to and including

August 24, 2022

Minaurum Gold Inc.

Management Discussion and Analysis

For the year ended April 30, 2022 and containing information up to and including August 24, 2022

Notice

Management's Discussion and Analysis ("MD&A") is intended to help the reader understand Minaurum Gold Inc. (the "Company" or "Minaurum") financial statements. The information provided herein should be read in conjunction with the Company's audited consolidated financial statements for the years ended April 30, 2022 and 2021, which are prepared in accordance with International Financial Accounting Standards ("IFRS"). The following comments may contain management estimates of anticipated future trends, activities or results. These are not a guarantee of future performance since actual results could change based on other factors and variables beyond management control.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company's board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

The reader is encouraged to review Company statutory filings on www.sedar.comand to review general information.

All currency amounts are expressed in Canadian dollars unless otherwise noted.

Description of Business

The Company is an exploration stage company and engages principally in the exploration and evaluation of mineral resource assets in Mexico. The Company trades on the TSX Venture Exchange under the symbol "MGG".

Caution Regarding Forward-Looking Statements

This MD&A contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and US securities legislation. These statements relate to future events or the future activities or performance of the Company. All statements, other than statements of historical fact are forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. These forward-looking statements include, but are not limited to, statements concerning:

• the Company's strategies and objectives, both generally and in respect of its specific mineral properties;
• the timing of decisions regarding the strategy and costs of exploration programs with respect to, and the issuance of the necessary permits and authorizations required for, the Company's exploration programs;
• the timing and cost of planned exploration programs of the Company, and the timing of the receipt of results there from;
• the Company's future cash requirements;
• general business and economic conditions;
• the Company's ability to meet its financial obligations as they come due, and to be able to raise the necessary funds to continue operations;
• the timing and pricing of proposed financings if applicable;
• the anticipated completion of financings;
• the anticipated receipt of regulatory approval/acceptance of financings;
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Minaurum Gold Inc.

Management Discussion and Analysis

For the year ended April 30, 2022 and containing information up to and including August 24, 2022

• the anticipated use of the proceeds from the financings;
• the potential to verify and potentially expand upon the historical resources;
• the potential for the expansion of the known mineralized zones; and
• the potential for the amenability of mineralization to respond to proven technologies and methods for recovery of ore.

Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward-looking statements are risks and uncertainties beyond the Company's ability to predict or control, including, but not limited to, risks related to the Company's inability to negotiate successfully for the acquisition of interests in exploration and evaluation assets, the determination of applicable governmental agencies not to issue the exploration concessions applied for by the Company or excessive delay by the applicable governmental agencies in connection with any such issuances, the Company's inability to identify one or more economic deposits on its properties, variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks identified herein under "Risk Factors".

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward-looking statements contained in this MD&A. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions about:

• the level and volatility of the prices for precious metals;
• general business and economic conditions;
• the timing of the receipt of regulatory and governmental approvals, permits and authorizations necessary to implement and carry on the Company's planned exploration programs;
• conditions in the financial markets generally, and with respect to the prospects for junior exploration gold and precious metal companies specifically;
• the Company's ability to secure the necessary consulting, drilling and related services and supplies on favorable terms;
• the Company's ability to attract and retain key staff, and to retain consultants to provide the specialized information and skills involved in understanding the precious metal exploration, mining, processing and marketing businesses;
• the nature and location of the Company's mineral exploration projects, and the timing of the ability to commence and complete the planned exploration programs;
• the anticipated terms of the consents, permits and authorizations necessary to carry out the planned exploration programs and the Company's ability to comply with such terms on a cost-effective basis;
• the ongoing relations of the Company with government agencies and regulators and its underlying property vendors/optionees; and
• that the metallurgy and recovery characteristics of samples from certain of the Company's exploration and evaluation assets are reflective of the deposit as a whole.
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Minaurum Gold Inc.

Management Discussion and Analysis

For the year ended April 30, 2022 and containing information up to and including August 24, 2022

These forward-looking statements are made as of the date hereof and the Company does not intend and does not assume any obligation, to update these forward-looking statements, except as required by applicable law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

Historical results of operations and trends that may be inferred from the following discussion and analysis may not necessarily indicate future results from operations. In particular, the current state of the global securities markets may cause significant reductions in the price of the Company's securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations. See "Risk Factors".

Caution Regarding Adjacent or Similar Exploration and Evaluation Assets

This MD&A contains information with respect to adjacent or similar exploration and evaluation assets in respect of which the Company has no interest or rights to explore or mine. The Company advises US investors that the mining guidelines of the US Securities and Exchange Commission (the "SEC") set forth in the SEC's Industry Guide 7 ("SEC Industry Guide 7") strictly prohibit information of this type in documents filed with the SEC. Readers are cautioned that the Company has no interest in or right to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties, and any production therefore or economics with respect thereto, are not indicative of mineral deposits on the Company's properties or the potential production from, or cost or economics of, any future mining of any of the Company's exploration and evaluation assets.

All of the Company's public disclosure filings, including its most recent management information circular, material change reports, press releases and other information, may be accesssed via www.sedar.comand readers are urged to review these materials, including the technical reports filed with respect to the Company's exploration and evaluation assets.

Selected Annual Information
	Year ended	Year ended	Year ended
	April 30, 2022	April 30, 2021	April 30, 2020
General and administrative expenses	$ 3,594,287	$ 2,128,304	$ 1,714,355
Geological exploration costs	5,017,989	5,421,085	3,741,014
Comprehensive Loss for the Year	6,575,644	7,520,677	5,373,809
Comprehensive Loss per Share - Basic and
Diluted	(0.02)	(0.02)	(0.02)
Total assets	16,700,659	11,978,480	9,405,966
Total long-term financial liabilities	201,000	201,000	201,000

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Minaurum Gold Inc.

Management Discussion and Analysis

For the year ended April 30, 2022 and containing information up to and including August 24, 2022

Highlights for the year ended April 30, 2022 and up to August 24, 2022

• On July 9, 2021, the Company completed a bought deal public offering of 23,000,000 units at $0.40 per unit for total gross proceeds of $9,200,000, each unit comprising one common share and one-half of one share purchase warrant. Each whole warrant is exercisable at a price of $0.60 per share for a period of 24 months. In connection with the private placement, the Company also paid total cash commissions of $534,000 and issued 1,335,000 broker warrants. Each broker warrant is exercisable to acquire one common share at a price of $0.40 per share for a period of 24 months.
• On August 17, 2021, the Company issued 1,000,000 common shares, valued at $300,000, and paid $50,000 for the Alamos (Quintera) project.
• On August 18, 2021, the Company received $25,000 from Infinitum Copper Corp. pursuant to an option agreement on the Adelita project.
• On September 10, 2021, the Company appointed Jasmine Lau as Chief Financial Officer, following the resignation of Cale Moodie.
• On September 15, 2021, the Company paid $50,000 for the Alamos (Quintera) project.
• On October 15, 2021, the Company granted 125,000 stock options to a consultant, exercisable at $0.45 per share for a period of 5 years.
• In December 2021, Mr. David Jones, a co-founder and director of the Company, passed away unexpectedly.
• In January 2022, the Company issued an aggregate of 950,000 common shares upon the exercise of 950,000 stock options at a weighted average price of $0.10 per share, for total gross proceeds of $95,000.
• In February 2022, the Company received $100,000 from Infinitum Copper Corp. ("Infinitum") pursuant to an option agreement on the Adelita property, due to Infinitum failing to complete a listing by the 12-month anniversary of the signing of the agreement. Subsequently in March 2022, the Company received 6,105,438 common shares of Infinitum on its first day of trading, representing 16% of the total issued and outstanding common shares calculated post issuance.
• In March 2022, the Company announced the final results, including high-grade silver intercepts, from its 2021 drilling program at the Alamos (Quintera) project.
• On April 14, 2022, the Company released details of its environmental, social and governance ("ESG") activities at the Alamos (Quintera) project.
• In April 2022, the Company granted 7,700,000 stock options to employees, consultants, directors and officers, exercisable at $0.40 per share for a period of 10 years.
• On May 28, 2022 and June 8, 2022, an aggregate of 12,594,750 warrants with a weighted average exercise price of $0.58 expired unexercised.
• On August 17, 2022, the Company exercised its option to acquire the remaining 20% of the Taviche project from Gold79 Mines Ltd. ("Gold79") for $1,000,000. Concurrently, the Company entered into a settlement agreement with Gold79 pursuant to which Gold79 will pay $800,000 to the Company due to a previously undisclosed 1.0% NSR on the Taviche project.
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