AFRICAN ENERGY METALS INC.

(formerly Central African Gold Inc.) MANAGEMENT DISCUSSION AND ANALYSIS Years Ended December 31, 2021 and 2020

TABLE OF CONTENTS

Page

1.

DESCRIPTION OF BUSINESS

3.

2.

LIQUIDITY AND CAPITAL RESOURCES - FINANCIAL CONDITION OF THE COMPANY

4.

3.

RESULTS OF OPERATIONS

5.

4.

SUMMARY OF QUARTERLY FINANCIAL INFORMATION

6.

5.

TRANSACTIONS WITH RELATED PARTIES

6.

6.

OFF BALANCE SHEET ARRANGEMENTS

7.

7.

PROPOSED TRANSACTIONS

7.

8.

CRITICAL ACCOUNTING ESTIMATES

7.

9.

RISKS RELATED TO THE COMPANY'S BUSINESS

7.

10.

OTHER MD&A DISCLOSURE REQUIREMENTS

10.

This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes thereto for the years ended December 31, 2021 and 2020 (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 April 27, 2022 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. (formerly Central African Gold 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.

On March 11, 2020, the novel coronavirus outbreak ("COVID-19") outbreak was declared a pandemic by the World Health Organization. The situation is dynamic and the ultimate duration and magnitude of the impact on the economy and the Company's business are not known at this time. These impacts could include an impact on the Company's ability to obtain debt and equity financing to fund ongoing exploration activities as well as the Company's ability to evaluate, explore and conduct business. These conditions result in significant uncertainties that may cast substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

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 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 onwww.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.

The Company entered into an Assignment Agreement with KBG Capital Sarl (KBG) pursuant to which KBG agreed to assign to Central African Gold 100% of KBG's interest in an exclusive option agreement with La Societe Miniere de Bakwanga SA (MIBA) to enter a joint venture to develop and exploit the Musefu Gold Project (the "Project") located in Kasai Central Province in southern DRC. All shareholders of KBG were arms length to the Company at the effective date of the transaction. In consideration of the assignment, Central African Gold will reimburse supported prior expenses, assume certain non- material financial obligations and has issued 5,000,000 million common shares of Central African Gold to the beneficial owners of KBG. Central African also paid a finder's fee consisting of 330,000 common shares to arms length parties. The closing of the transaction was subject to completion of a satisfactory due diligence review by Central African Gold, other industry standard conditions and regulatory approvals including the Toronto Stock Venture Exchange. The transaction closed on September 16, 2021.Subsquent to the year end the Company cand KBG consented to the termination of the Assignment Agreement as the focus of the Company had returned to copper, cobalt, and lithium and away from gold.

In July 2021, the Company announced the appointment of Mr. Yves Kabongo as CEO replacing Stephen Barley who remains as Executive Chairman.

In September 2021, the Company completed a non-brokered private placement of 12,500,000 units at CDN $0.15 per unit for gross proceeds of CDN $1,875,000. Each unit consisted of one common share and one common share purchase warrant exercisable into one share at a price of CDN $0.25 per share for a period of two years from the date of issue. Share issuance costs of CDN $15,697 were incurred in connection with the private placement. The Company also issued 9,333 broker warrants with the same terms and conditions with a fair market value of CDN $1,541. The proceeds from the Financing will be used to source new projects for the Company and for general working capital purposes.

2. SELECTED ANNUAL RESULTS

2021 $

2020

2019

$

Financial results Total revenue

Net loss for the year

Nil 724,512

Nil

$ Nil

1,452,078 4,134,088

Basic and diluted loss per share Statement of financial position Cash

(0.02)

(0.06) (0.37)

Total assets

165,020 243,939

25,223 3,991

95,171 8,312

Shareholders equity (deficiency)

  • 205,738 (2,314,877)

(2,757,389)

3. LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

As at December 31, 2021, the Company had current assets of $243,939 and current liabilities of $38,201. There is a working capital of $205,738 as at December 31, 2021.

The financial information presented in this MD&A is based on consolidated financial statements that have been prepared based on accounting principles applicable to a "going concern", which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

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Central African Gold Inc. published this content on 28 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2022 02:41:04 UTC.