Aris Gold : Management Discussion and Analysis

Management's Discussion and Analysis

For the three months and years ended December 31, 2021 and 2020 (expressed in thousands of United States dollars, except as noted)

Management's Discussion and Analysis

Three months and years ended December 31, 2021 and 2020

The following management's discussion and analysis (MD&A) of the results of operations and financial condition for Aris Gold Corporation (formerly Caldas Gold Corp.) (the Company or Aris Gold) is prepared as of March 3, 2022 and should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2021 and 2020, and the related notes (the Financial Statements), which have been prepared in accordance with International Financial Reporting Standards (IFRS) 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-looking Information included on page 21 of this MD&A. The financial information in this MD&A is derived from the Financial Statements using accounting policies consistent with IFRS. Reference should also be made to pages 13 through 15 of this MD&A for information about non-IFRS measures referred to in this MD&A. All figures contained herein are expressed in 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.

In February 2020, the Company, which at the time was named Bluenose Gold Corp. (Bluenose), completed the acquisition of Caldas Finance Corp. (CFC) through a share exchange transaction (RTO Transaction). CFC owned the Marmato mine in Colombia. Following completion of the RTO Transaction, the Company changed its name to Caldas Gold Corp. and changed its fiscal year end from June 30 to December 31. The historical figures presented herein for the three months ended March 31, 2020 and June 30, 2020 represent those of CFC.

On February 4, 2021, the Company changed its name to Aris Gold Corporation concurrent with the appointment of the new board of directors (Board) and management team (Aris Transaction) and the expansion of the corporate growth strategy.

Business Overview

Aris Gold is led by an executive team with a demonstrated track record of creating value through building globally relevant gold mining companies. The Company's strategy is to acquire operating gold mines and projects nearing construction with the aim of creating value through diversification, mine and corporate-level optimizations, investing in expansions and near-mine exploration, and active portfolio management. Aris Gold operates the Marmato mine in Colombia where it is advancing the new Lower Mine project to significantly expand gold production and mine life while also modernizing the historic Marmato Upper Mine. The Company also owns the Juby Project in the Abitibi greenstone belt in Ontario, Canada.

In 2021, Aris Gold focused on the planning and starting development of the new Lower Mine expansion project at Marmato, while improving the Marmato Upper Mine operation. The Marmato Upper Mine underwent a workforce reorganization with an enhanced focus on productivity, health and safety, mine planning and cost management. The Lower Mine project team is refining a comprehensive development plan that includes completing optimization studies, finalizing an amended environmental management plan, an update to the mineral resource estimate (MRE) effective June 30, 2021 with the drilling results completed since the Marmato Pre-Feasibility Study mineral resource estimate (PFS MRE) effective March 17, 2020, and preparing for an update of the Mineral Reserve estimate. Under the leadership of the new Aris Gold-led Lower Mine project team, several aspects of the Lower Mine are being reviewed in the context of the significant scale and additional exploration potential of the Marmato deposit, which remains open along strike and at depth.

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Management's Discussion and Analysis

Three months and years ended December 31, 2021 and 2020

Q4 2021 and Annual Highlights

During 2021, Aris Gold advanced the Company on multiple fronts, including:

• Negotiated a 30-year extension of the mining title at the Marmato mine to October 2051, which included an agreement with the Agencia Nacional de Mineria (ANM) for the creation of a social investment fund with a defined contribution formula based on gold production rates
• Commenced construction of the Lower Mine project at the Marmato mine with the following notable developments:
  o Submitted the updated Environmental Management Plan (PMA) to Corpocaldas, the regional environmental authority, which addresses the environmental impacts of the Lower Mine development.
  o Awarded the engineering, procurement and construction management (EPCM) contract to Wood PLC for the Lower Mine project.
  o Completed several Lower Mine optimizations with Wood PLC.
  o Progressed FEL3-level engineering and design work and finalizing a detailed cost estimate and construction schedule.
  o Began construction of the new camp and administrative facilities in Q4 2021.
  o Commenced the procurement process for long lead items such as the mill and filter presses. o Commenced earthworks at the portal and main ramp system in January 2022 as planned.
  o All other critical path activities remain within the schedule for first gold production from the Lower Mine in Q4 2023.
  o Based on a management review of the Lower Mine capital requirements in Q4 2021, the project capital cost remains in line with the PFS estimate of $270 million, after factoring in the decision to use a mining contractor rather than purchase an owner-mining fleet.
• Published an inaugural Sustainability Report highlighting the Company's approach and performance on a range of material environmental, social and governance (ESG) topics and the adoption of a new ESG governance strategy, as well as the Company's plans and priorities for 2021 and beyond
• Substantially completed a 35,000-metre drill program that began in May 2020, following completion of the Marmato PFS. The drill program had two objectives: i) convert inferred mineral resources to the indicated category; and ii) test potential areas at depth and along strike. Between May 2020 and June 30, 2021, results were received for 43 holes totalling 27,737 metres, or approximately 80% of the total program. The drill results demonstrated continuity of grades and widths and confirmed the quality and interpretation of the mineralized zones, currently extending 800 metres vertically from the 1,000 metres elevation to the 200 metres elevation, and along strike for over 950 metres. The Marmato deposit is still open with high-grade mineralization along strike and at depth with opportunities for further growth. Additional drill programs are in the planning stage.
• Announced an updated mineral resource estimate (MRE) for the Marmato mine with an effective date of June 30, 2021:
  o Measured and Indicated mineral resources of 5.8 million ounces (Moz) of gold comprised of 56.9 million tonnes at 3.2 grams per tonne (g/t) gold, representing a 42% increase in contained gold ounces from the
  PFS MRE.
  o Inferred mineral resources of 2.6 Moz gold comprised of 30.8 million tonnes at 2.6 g/t gold, representing an 18% increase in contained gold ounces from the PFS MRE.
• Announced encouraging results from an initial 10,000-metre drill program at the Juby gold project in the Abitibi greenstone belt of Ontario. The 2021 drill program comprised 26 diamond drillholes totalling 10,709 metres and achieved its objective, which was to test the extension between the Golden Lake and Big Dome deposits and confirm the known high-grade mineralized zones.

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Management's Discussion and Analysis

Three months and years ended December 31, 2021 and 2020

• Closed the precious metals purchase agreement (PMPA) with Wheaton Precious Metals International Ltd (WPM) and received $34 million of the $110 million. The remaining $76 million will be received in three installments as development of the Lower Mine progresses.
• Conducted performance optimization activities at the Marmato Upper Mine including a comprehensive review of operations management, administrative and organizational structures. Aris Gold is focused on recruiting and training individuals from within the Caldas region and increasing procurement of goods and services from local businesses. The regional office in Medellin has been closed and teams have been relocated to the Marmato mine. Q4 2021 results show the improvements that are now starting to be realized in the production and all-in sustaining costs (AISC) statistics (see Operations review and financial performance).
• Conducted a COVID-19 vaccination program which resulted in over 98% of employees, along with many others in the local communities around the Marmato mine, being vaccinated.

Outl ook

Aris Gold management will continue to focus on performance optimization in the Marmato Upper Mine, while ramping up construction of the Lower Mine. The Company's guidance for 2022 for the Upper Mine operations is as follows:

Upper Mine Guidance

Gold production	40,000 to 45,000 oz gold
All-in sustaining cost	$1,300 to $1,400 per oz gold
Sustaining capital	$5 million
Expansion capital	$3 million

The gold production rate from the Upper Mine is expected to increase in the second half of 2022, as the benefits of the initiatives being implemented by the operations team lead to increased mined grades and increased tonnes mined and processed. Sustaining and expansionary investments in Upper Mine are planned to support the gradual increase in throughput to 1,500 tpd during 2022 with modest plant upgrades, new mining equipment, and enhanced maintenance programs. In 2022, Aris Gold will also complete the remaining upgrades to the Marmato tailings storage facility to align with international compliance standards, including the Canadian Dam Association Guidelines. Based on the guidance for 2022, the Upper Mine is expected to contribute $20 million in free cash flow which will be allocated toward the Lower Mine expansion.

During 2022, the Company expects to invest $85 million in the construction of the Lower Mine. Lower Mine construction commenced in Q4 2021 and will ramp up during 2022 with key milestones including:

• Construction of a new camp and administrative areas;
• Successful completion and approval of the Environmental Management Plan (PMA) with Corpocaldas;
• Development of the new portal and decline; and
• Procurement of long lead order items.

Based on the Lower Mine development optimization work and the updated MRE effective June 30, 2021 and announced in November 2021, Aris Gold is planning to update the mineral reserve estimate during H1 2022. On the basis of the increases to the updated MRE, the updated gold production profile is anticipated to extend by several years beyond the currently defined mine life in the PFS.

Targeted heath and safety training has resulted in a dramatic reduction in lost time injuries (LTIs) during 2021, and this will remain an area of critical focus during 2022. Social investment for 2022 has been budgeted at $25 per oz based on the prior year's gold production, as per Aris Gold's agreement with the ANM.

After successfully implementing COVID-19 safety protocols and achieving a vaccination rate of 98% amongst employees at the Marmato mine, Aris Gold will continue to monitor and proactively manage changes in the COVID-19 pandemic through 2022.

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Management's Discussion and Analysis

Three months and years ended December 31, 2021 and 2020

Operating and Financial Results for the Period

Operations review and financial performance

In Q4 2021, Aris Gold recorded a net loss of $5.9 million (Q4 2020: $33.7 million). After adjustments set out in the

reconciliation on page 15 of this MD&A, the adjusted loss for Q4 2021 was $0.1 million (Q4 2020: adjusted loss of $1.7 million). The improvement in adjusted losses was driven by a 9% increase in earnings from mining operations and a 43% decrease in general and administration costs.

For the year ended December 31, 2021, Aris Gold recorded a net loss of $1.6 million (2020: $83.1 million) and an

adjusted loss of $2.3 million (2020: adjusted earnings of $2.0 million). When comparing the adjusted earnings for the year ended December 31, 2021 to 2020, the decrease was driven by a 36% decrease in earnings from mining operations as the Company underwent a reorganization and prepared for the Lower Mine development, and a 92% increase in general and administration costs which historically were paid for by GCM Mining (GCM) (formerly Gran Colombia Gold Corp.) until the completion of the Aris Transaction on February 4, 2021.

Operating data

Tonnes of ore processed (t) Average gold grade processed (g/t) Gold Recovery (%)

Gold produced (ounces) Gold sold (ounces)

Average realized gold price ($ per oz sold) Total cash costs ($ per oz sold) 1

AISC ($ per oz sold) 1

Financial data ($000s, except per share amounts) Revenue

Cost of sales

Depreciation and depletion

Materials and supplies inventory provision Earnings from mining operations

Acquisition and restructuring expenses RTO Transaction expense

General and administration costs Share-based compensation Other expenses

Loss from operations

Gain (loss) on financial instruments

Finance fees and interest (net)

Foreign exchange gain (loss)

Income tax expense

Net loss

Net loss per share - basic and diluted Adjusted loss 1

Additions to mining interests

Balance sheet, as at ($000s)

Cash and cash equivalents

Total assets

Total long-term debt

Three months ended December 31,	Year ended December 31,
	2020		2020
2021	2021
87,737	83,626	323,957	308,576
2.71	2.99	2.78	2.70
88.5%	89.4%	90.8%	89.1%
7,429	7,181	26,830	23,832
6,725	6,589	26,925	23,830
1,774	1,870	1,788	1,767
1,187	1,238	1,319	1,168
1,505	1,941	1,656	1,653
12,070	12,550	48,849	42,790
(9,366)	(10,078)	(40,915)	(33,568)
(473)	(328)	(2,006)	(1,152)
-	-	(801)	-
2,231	2,144	5,127	8,070
(7)	-	(12,750)	-
-	-	-	(16,700)
(2,329)	(1,704)	(7,655)	(3,984)
(512)	(708)	(2,054)	(4,502)
42	-	(21)	-
(575)	(268)	(17,353)	(17,116)
(4,515)	(26,576)	18,068	(47,927)
(10)	(6,552)	(722)	(15,928)
(23)	624	227	490
(763)	(972)	(1,793)	(2,633)
(5,886)	(33,744)	(1,573)	(83,114)
(0.04)	(0.34)	(0.01)	(1.25)
(66)	(1,668)	(2,321)	1,967
9,661	12,965	33,889	25,987
		Dec 31, 2021	Dec 31, 2020
		138,008	32,007
		293,666	290,576
		86,124	83,258

1. See "Non-IFRS Measures" on pages 13 to 15 for full details on total cash costs ($ per oz sold), AISC ($ per oz sold) and adjusted (loss)/earnings calculations. The Company has changed its methodology of calculating cash costs and AISC, and therefore amounts for the three months and years ended December 31, 2021 and 2020 have been updated for the purposes of comparison.

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