Aris Gold : Management Discussion and Analysis

Management's Discussion and Analysis

For the three and six months ended June 30, 2022 and 2021

(expressed in thousands of United States dollars, except as noted)

Management's Discussion and Analysis

Three and six months ended June 30, 2022 and 2021

The following management's discussion and analysis (MD&A) of the results of operations and financial condition for Aris Gold Corporation (the Company or Aris Gold) is prepared as of August 10, 2022 and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the six months ended June 30, 2022 and 2021 (the Interim Financial Statements), as well as the audited consolidated financial statements for the years ended December 31, 2021 and 2020, and the related notes (the Annual Financial Statements), which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and are available on Aris Gold's website at www.arisgold.comand under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Additional information regarding Aris Gold, including its Annual Information Form (AIF) for the year ended December 31, 2021 and dated March 3, 2022, as well as other information filed with the Canadian securities regulatory authorities, is available under the Company's SEDAR profile. Readers are encouraged to read the Cautionary Note Regarding Forward-lookingInformation section of this MD&A. The financial information in this MD&A is derived from the condensed consolidated interim financial statements prepared in accordance with International Accounting Standards (IAS) 34, Interim Financial Reporting using accounting policies consistent with IFRS. Reference should also be made to the Non-IFRSMeasures section of this MD&A for information about non-IFRS measures referred to in this MD&A. All figures contained herein are expressed in thousands of United States dollars (US), except as otherwise stated.

Aris Gold is a company existing under the laws of the Province of British Columbia, Canada. The address of the Company's registered and records office is 2900 - 550 Burrard Street, Vancouver, British Columbia, V6C 0A3. Aris Gold's common shares trade on the Toronto Stock Exchange (TSX) under the symbol ARIS and on the OTCQX under the symbol ALLXF. Aris Gold has exchange-traded common share purchase warrants listed on the TSX under the symbol ARIS.WT and senior secured Gold-Linked Notes listed on the NEO Exchange under the symbol ARIS.NT.U.

Business Overview

Aris Gold is a gold production and development company that is creating a leading gold producer operating entirely in the Americas. On July 25, 2022, Aris Gold announced an agreement (the Arrangement Agreement) with GCM Mining Corp. (GCM) to combine in an at-market transaction (the Transaction). If the Transaction is completed, the combined company will continue as Aris Mining Corporation (Aris Mining) and will be headquartered in Vancouver, Canada, with a Board of Directors led by Ian Telfer as Chair and an integrated operations team led by Neil Woodyer as CEO. The Transaction with GCM follows the announcement on April 12, 2022, when Aris Gold became the operator and 20% shareholder of the Soto Norte gold project, with an option to increase to 50% ownership.

Following the closing of the Transaction the combined group will have a balanced mix of production, development, and exploration assets across the Americas with proven and probable mineral reserves of 3.8 million ounces of gold, measured and indicated mineral resources of 18.3 million ounces of gold, inclusive of mineral reserves, and inferred mineral resources of 7.7 million ounces of gold.1

Aris Gold's current assets include:

• Marmato Mine (Caldas, Colombia): a historic producing underground gold mine currently undergoing a modernization and expansion program, which includes the construction of a new decline, mine workings, 4,000 tonnes per day (tpd) carbon in pulp processing plant and dry stack tailings facilities. The Pre-Feasibility Study disclosed in the Marmato Technical Report estimates production of 175,000 ounces per year (oz/yr) from the optimized Upper Mine and the Lower Mine expansion project.2
• Soto Norte Project (Santander, Colombia): a large-scalefeasibility-stage underground gold project undergoing permitting and licensing. In April 2022, Aris Gold became the operator of the Soto Note joint venture and is leading a new and reframed environmental permitting process. The Feasibility Study disclosed

1. See the full breakdown of mineral resources and mineral reserves in section Pro forma Consolidated Mineral Resources and Mineral Reserves of this MD&A.
2. See the references to the current Technical Reports in section Qualified Person and Technical Information of this MD&A.

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Management's Discussion and Analysis

Three and six months ended June 30, 2022 and 2021

in the Soto Norte Technical Report estimates average gold production of 450,000 oz/yr over the steady state production years. Upon exercising its option to increase its joint venture ownership interest from 20% to 50%, the attributable gold production to Aris Gold would be 225,000 oz/yr.2

• Juby Project (Ontario, Canada): an advanced stage gold project with an open pit mineral resource located in the Abitibi greenstone belt

GCM's assets that will form part of the combined company's portfolio are as follows:

• Segovia Operations (Antioquia, Colombia): a high-grade underground mining district that produced 208,817 ounces of gold in 2021. Operations at Segovia have been ongoing for over 150 years and there is a well-established history of mineral resource and reserve replacement. The Segovia Operations include the purchase of mined material from small-scale miners, which are described in the Segovia Technical Report3 and represented about 16% of 2021's gold production, as part of an industry-leading Colombian program for the integration of informal small- scale miners into the supply chain, with added environmental, social and security benefits. GCM is currently expanding milling capacity at the Maria Dama processing facility from 1,500 tpd to 2,000 tpd.
• Toroparu Project (Cuyuni-Mazaruni,Guyana): an advanced stage, open pit and underground gold project with estimated average gold production of 225,000 ounces per year over a 24-year mine life, as described in the Preliminary Economic Assessment disclosed in the Toroparu Technical Report3,4. Located approximately 50 kilometres southwest of the recently constructed Aurora gold mine, Toroparu is one of the largest undeveloped gold projects in the Americas and provides the combined company with a foothold in the emerging and highly prospective Central Guiana Shear Zone. GCM are advancing with infill drilling and pre-construction activities.

The Transaction will create a combined company with two operating assets, Marmato Mine and Segovia Operations, both generating free cash flow, and a strong starting cash position to support the development of the advanced-stage projects. The combined company will also have access to $260 million of future funding from Wheaton Precious Metals International (WPMI) from the precious metal streams on both the Marmato Mine and the Toroparu Project.

GCM shareholders and Aris Gold shareholders (taking into consideration the 44.3% of Aris Gold currently held by GCM) are expected to own, based on respective share values as of the date of execution of the Arrangement Agreement and on a diluted in-the-money basis, approximately 74% and 26% of Aris Mining, respectively - a gold producer with increased diversification of operating and project development risk, an improved capital markets profile, and reduced overhead costs. It is anticipated that both the GCM and Aris Gold shareholder meetings will take place on September 19, 2022; subject to receipt of shareholder and regulatory approvals and satisfaction of customary closing conditions, with completion of the Transaction and the launch of the new Aris Mining expected to occur promptly thereafter.

Q2 2022 Highlights

• Closing of the Soto Norte Transaction and associated financings

1. On April 12, 2022, Aris Gold completed the Soto Norte Transaction.

• 1. Concurrent with the closing of the Soto Norte Transaction, the Company amended its existing $110 million precious metals stream at the Marmato mine with WMPI (the WPMI Stream) to increase the aggregate total funding amount by $65 million to $175 million.
• Advanced the construction of the Marmato Lower Mine, including:
• 1. advancing the El Higuerón ventilation decline, which remains on track for completion in Q4 2022;

1. See the references to the current Technical Reports in section Qualified Person and Technical Information of this MD&A.
2. A preliminary economic assessment is preliminary in nature, and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized.

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Management's Discussion and Analysis

Three and six months ended June 30, 2022 and 2021

1. furthering the land acquisition process and working closely with Corpocaldas, the regional environmental

authority, to finalize updates to the Environmental Management Plan (PMA), to facilitate the permitting process for the Lower Mine development and construction of the processing plant and associated facilities;

1. continuing the geotechnical and environmental studies required for the advancement of the Lower Mine decline;

1. commencing the Salvador decline, which will provide a link between the Upper and Lower Mines;

1. progressing construction of the secondary 200-person camp and site access road that connects to the primary 800-person camp, with commissioning expected in Q3 of 2022;

1. advancing negotiations with the local power authorities to secure the connection to the local electricity grid, with the anticipated timing and capacity meeting the needs of the project; and

• 1. refining the FEL3 engineering design, cost and completion schedule, expected to be completed in Q3 of 2022. Upon completion, the FEL3 works will inform the timing of the remaining critical path activities.
• Continued optimization work at the Marmato Upper Mine, including:
• 1. relocating the gravity concentrator to the primary milling circuit to enhance the recovery of free gold in the circuit;

1. implementing a new strategy to optimize the ventilation system and further improve conditions

underground; and

• 1. modifying the mechanized mining methods to decrease stope widths and further reduce dilution.
• With gold sold of 15,397 ounces at AISC of $1,487 per ounce sold, H1 2022 operating results compare favorably to gold sold of 13,505 ounces at AISC of $1,773 per ounce sold for the same period in 2021 and continues to demonstrate the positive impact of the optimization activities undertaken by the company (see Non-IFRSMeasures and Operations review and financial performance).

Outlook

Aris Gold was formed with the vision of creating a globally relevant gold producer. During Q2 2022, the Company made significant progress in delivering on these growth objectives with the completion of the Soto Norte Transaction in April 2022, then progressed the opportunity to combine Aris Gold with GCM as announced on July 25, 2022. Aris Gold intends to expand production with the strong pipeline of development and expansion projects that the combined company will operate.

Following the announcement of the Transaction with GCM, management is focused on the integration of the two companies, preparing the projects teams at the Lower Mine project at Marmato, and reviewing construction plans at the Toroparu Project to utilize the strengthened mine-building, operating and financial capacity of the combined team. The new Aris Mining team intends to leverage the established integration programs implemented by GCM Mining's Segovia operation in building relationships and agreements with the small-scale miners around Marmato to increase the Marmato feed grade with higher grade small-scale mining ore.

The management team will continue to look for opportunities to acquire other companies, producing mines and development projects that fit within the growth strategy.

During Q2 2022, Aris Gold continued to develop its 2021 Sustainability Report with additional disclosures and metrics and the Company's progress. Aris Gold plans to publish its 2021 Sustainability Report during Q3 2022.

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Management's Discussion and Analysis

Three and six months ended June 30, 2022 and 2021

Operating and Financial Results for the Period

Operations review and financial performance

In Q2 and H1 of 2022, Aris Gold recorded a net loss of $1.7 million and net earnings of $1.3 million respectively (Q2 2021: net earnings of $5.9 million, H1 2021: net loss of $1.7 million). After adjustments set out in the reconciliation on page 16 of this MD&A, the adjusted loss for Q2 and H1 of 2022 was $3.5 million and $2.1 million respectively (Q2 2021: adjusted loss of $1.8 million, H1 2021: adjusted loss of $3.5 million). In addition to the drivers discussed below the table, the changes in the adjusted losses between Q2 and H1 of 2022 and the corresponding periods for 2021 were primarily driven by increases in earnings from mining operations realized through optimization activities at the Marmato Upper Mine, offset by higher general and administrative costs and higher finance fees and interest associated with the new financings.

		Three months ended June 30,		Six months ended June 30,
Operating data		2022		20211		2022		20211
Tonnes of ore processed (t)	81,484	72,196	162,429	152,475
Average gold grade processed (g/t)		3.11		2.78		3.04		2.77
Gold recovery (%)		92.3%		89.7%		93.1%		90.4%
Gold produced (ounces)	7,411	5,958	14,830	12,601
Gold sold (ounces)	7,699	6,093	15,397	13,505
Average realized gold price ($ per oz sold)	1,856	1,811	1,870	1,806
Total cash costs ($ per oz sold) 2	1,287	1,419	1,257	1,374
AISC ($ per oz sold) 2	1,537	1,818	1,487	1,773
Financial data ($000s, except per share amounts)		14,467				29,144
Revenue			11,214			24,853
Cost of sales	(11,717)	(9,842)	(22,612)	(21,241)
Depreciation and depletion	(473)	(502)	(1,013)	(1,019)
Materials and supplies inventory provision	-	(303)	-	(830)
Earnings from mining operations	2,277	567	5,519	1,763
Acquisition and restructuring expenses	-	48	-	(12,743)
General and administration costs	(3,618)	(1,888)	(5,533)	(3,640)
Share-based compensation		(619)		(475)		(1,105)		(1,243)
Loss from investment in associate		(285)		-		(285)		-
Loss before finance income/(expenses) and		(2,245)		(1,748)		(1,404)		(15,863)
income tax	(1,968)		(2,199)
Finance fees and interest (net)	(25)	(702)
Gain on financial instruments	3,261	7,582	6,930	14,519
Foreign exchange gain (loss)	(68)	62	(159)	327
Income tax expense	(807)	35	(1,972)	(16)
Net earnings (loss)	(1,749)	5,906	1,329	(1,735)
Net earnings (loss) per share - basic and diluted	(0.01)	0.04	0.01	(0.01)
Adjusted loss2		(3,512)		(1,848)		(2,195)		(3,449)
Additions to mining interests		8,343		6,838		15,451		14,954
Balance sheet, as at ($000s)						June 30, 2022	Dec 31, 2021
Cash and cash equivalents					111,221	138,008
Total assets					384,112	293,666
Total long-term debt					78,251	86,124

1. In the year ended December 31, 2021, management determined that the nature of the services provided by the site administrative department at the Marmato Mine were shared between the Upper and Lower Mine and accordingly, certain immaterial costs previously allocated to cost of sales should be capitalized to the Lower Mine expansion project, and as such comparative figures have been updated from results previously disclosed. Refer to the Summary of quarterly results section for further details.
2. Refer to the Non-IFRSMeasures section for full details on total cash costs ($ per oz sold), AISC ($ per oz sold) and adjusted (loss)/earnings calculations.

Gold production for Q2 2022 increased year-over-year by 24% to 7,411 ounces, driven by a 13% increase in throughput and a 12% increase in grade against Q2 2021. Gold production for H1 2022 increased by 18% to 14,830 ounces, driven by a 7% increase in throughput and a 10% increase in grade against H1 2021. Revenue increased by 29% for Q2 2022 and 17% for H1 2022 compared to the same periods in 2021, primarily driven by the increase in gold sold over the same periods in 2021.

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