Artemis Gold : MD&A for June 30, 2022

MANAGEMENT DISCUSSION AND ANALYSIS

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

ARTEMIS GOLD INC.

Dated August 11, 2022

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three and six months ended June 30, 2022

1. GENERAL
   This management's discussion and analysis ("MD&A") is management's interpretation of the results and financial condition of Artemis Gold Inc. ("Artemis" or the "Company") for the three and six months ended June 30, 2022, and includes events up to the date of this MD&A. This discussion should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2022 and the related notes thereto (the "Interim Financial Statements") and other corporate filings of the Company, including the Company's audited consolidated financial statements for the year ended December 31, 2021 (the "Annual Financial Statements") and its most recently filed Annual Information Form ("AIF"), all of which are available under the Company's profile on SEDAR at www.sedar.com. Unless otherwise specified, all financial information has been derived from the Company's Interim Financial Statements which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") applicable to the preparation of interim financial statements including International Accounting Standard ("IAS") 34 - Interim Financial Reporting. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified. This MD&A contains forward-looking information. Please see the section, "Note Regarding Forward-Looking Information" for a discussion of the risks, uncertainties and assumptions used to develop the Company's forward-looking information.
2. TECHNICAL INFORMATION
   All scientific and technical information herein related to the Blackwater Gold Project located in central British Columbia (the "Blackwater Project" or "Blackwater") has been reviewed and approved by Mr. Jeremy Langford, FAusIMM., who is the Company's Chief Operating Officer and a qualified person for the purposes of National Instrument 43-101Standards of Disclosure for Mineral Projects ("NI 43-101"). For additional information regarding the Blackwater Project, please see the Company's news release dated September 13, 2021, as well as the Company's technical report entitled "Blackwater Gold Project, NI 43-101 Technical Report on Updated Feasibility Study" with an effective date of September 10, 2021 (the "Feasibility Study"), both available on the Company's profile at www.sedar.com.
3. BACKGROUND
   Artemis was incorporated on January 10, 2019, pursuant to the Business Corporations Act (British Columbia) and its common shares are traded on the TSX Venture Exchange (the "TSXV") under the symbol "ARTG".
   Since the acquisition of the Blackwater Project from New Gold Inc. ("New Gold") on August 21, 2020 (the "Blackwater Acquisition"), the Company's primary focus has been to advance Blackwater to construction.
   The Company also holds a 32% equity interest in Velocity Minerals Ltd ("VLC"). VLC is engaged in the business of acquiring, exploring, and evaluating mineral resource properties in Bulgaria and its flagship project is the Rozino Project. Velocity's common shares are traded on the TSXV under the symbol "VLC".

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ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three and six months ended June 30, 2022

1. HIGHLIGHTS AND KEY BUSINESS DEVELOPMENTS Corporate highlights since the prior quarter
   The Company continued to focus on key optimization and de-risking activities associated with the Blackwater Project through:
2. 1. Executing an Interim Services Agreement ("ISA") with Sedgman Canada Limited ("Sedgman"), a CIMIC Group Company for an Engineering, Procurement and Construction ("EPC") contract for the construction of the processing facility and associated infrastructure (the "Facilities") for the Blackwater Project;
   2. Securing orders for certain long-lead equipment (associated with major works construction) under the ISA, including orders for crushing and grinding equipment, the adsorption, desorption and recovery ("ADR") plant, agitators, gravity concentrators, leach reactors, pumps, samplers and screens.
   3. Executing binding agreements with Finning (Canada), a division of Finning International Inc. (TSX: FTT) ("Finning") for the supply of a primary and ancillary mining fleet for the Blackwater Project, as well as the supply of associated parts, components and services for the mining fleet (collectively the "Mining Equipment Supply Agreements");
   4. Entering into a binding agreement with Caterpillar Inc. ("Caterpillar") which provides the Company an option to place orders for Caterpillar's future zero-emissions haul trucks for shipments beginning in 2029;
   5. Executing a Master Lease Agreement for a $140 million equipment lease facility (the "Facility") with Caterpillar Financial Services Limited ("Cat Financial") associated with the primary and ancillary mining fleet for the Blackwater Project ("Blackwater" or the "Project") in Central British Columbia, Canada.
3. DEVELOPMENT OF BLACKWATER Key milestones achieved
   Since April 1, 2022, the Company has completed the following activities to reduce the project execution risk associated with Blackwater:
4. 1. Execution of an ISA for the EPC contract for the Facilities for the Blackwater Project

On May 2, 2022, the Company announced it had made an award for the EPC scope of works for the engineering, procurement, construction and commissioning of the processing plant and associated infrastructure at the Company's Blackwater project in the amount of approximately $312 million, consistent with the prescribed budget for the process plant and selected infrastructure scope of works in the Feasibility Study.

The EPC contract is expected to be executed during Q3 2022, supported by performance security including bank letters of credit which will underwrite the financial performance and obligations of the contractor under the contract.

While the parties finalize the definitive EPC contract, in order to maintain the project schedule, the Company executed the ISA, the scope of which includes but is not limited to, the following activities:

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ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three and six months ended June 30, 2022

• Derisking by way of:

1. Procurement and pricing of long lead equipment;

• 1. Potential advance procurement of certain raw materials for fabricators; o Detailed engineering work commencing in Q2 2022; and
     o Progression of quantification of structural steel/platework and piping areas of the estimate.
• Optimization through refined scope changes.

The final EPC contract terms will provide for potential cost adjustments of certain components of construction representing approximately less than 15% of the total contract amount, including the potential for cost adjustments from further quantity definition. Standard adjustments, including, currency exchange rates for certain equipment purchases also apply, and further optimization of the processing plant with final engineering will occur.

Artemis is also considering awarding additional construction packages under an EPC agreement type structure to further enhance the risk management of the total capital expenditure for Blackwater.

When combined with the EPC for the Power Transmission Line announced on August 18, 2021, the percentage of the estimated total capex for Blackwater under EPC is on track to target ~60% of the initial Stage 1 development capital in a lump sum EPC type arrangement.

1. Placement of orders for long-lead construction equipment

Following the execution of the ISA, Sedgman commenced with detailed engineering, as well as procurement of long-lead construction equipment in order to not only secure pricing, but also to maintain the Project schedule. The packages for which purchase orders have already been issued include the crushing and grinding equipment, the ADR plant, agitators, gravity concentrators, leach reactors, pumps, samplers and screens.

The Company similarly entered into an early engineering and procurement agreement to allow BC Hydro to perform certain engineering design, procurement and other services related to the Power Transmission line.

The cost of procurement of these packages form part of the initial capital of the Project.

1. Execution of Mining Equipment Supply Agreements and placement of orders for mining and ancillary equipment

During the quarter, the Company executed the Mining Equipment Supply Agreements with Finning for the supply of a primary and ancillary mining fleet. Under the Mining Equipment Supply Agreements, the Company has secured equipment pricing for the primary fleet until December 31, 2024, subject to minor index and foreign exchange adjustments. Finning has further agreed to delivery dates for the primary and ancillary fleet in order to support mine development for Blackwater. The Mining Equipment Supply Agreements secure the supply of equipment, as well as the supply of parts and labour, the latter of which will support the equipment availability guarantees provided by Finning.

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ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three and six months ended June 30, 2022

1. Establishing a pathway to future decarbonization of the Blackwater haul fleet

Concurrent with execution of the Mining Equipment Supply Agreements, the Company also executed a binding agreement with Caterpillar which provides the Company an option to place orders for Caterpillar's future zero- emissions haul trucks for shipments beginning as early as 2029. In addition, the Company obtains access to Caterpillar's early deployment program to help develop the Company's roadmap for the prospective transition from diesel operations to electric hauling.

1. Closing of Master Lease Agreement for mining and ancillary equipment

On July 27, 2022, the Company executed the Master Lease Agreement with Cat Financial. The Facility with Cat Financial provides for up to $140 million in equipment financing, with amounts associated with the primary fleet repayable over a six-year period and on terms consistent with the assumptions contained within the Feasibility Study. Utilization of the Facility remains subject to various conditions precedent.

Next Steps

Over the next 12 months, the Company will be focused on the following activities:

• Executing the EPC contract for the Facilities;
• Executing an ISA for the EPC activities associated with the 135-kilometer long 230kV electricity transmission line and High Voltage substation;
• Continuing engagement with First Nations who may be impacted by the Project;
• Finalization of the definitive credit agreement for the project loan facility;
• Placing orders for remaining long lead construction items, mining and ancillary fleet;
• Receiving the BC Mines Act Permit and other authorizations in order to commence Project construction; and
• Commencement of major works construction activities shortly following receipt of the BC Mines Act Permit in the Fall of 2022.

6. DISCUSSION OF OPERATIONS

The following information has been derived from the unaudited Interim Financial Statements for the three and six months ended June 30, 2022 ("Q2 2022" and "YTD 2022", respectively) and the three and six months ended June 30, 2021 ("Q2 2021" and "YTD 2021", respectively) and should be read in conjunction with the Company's Interim Financial Statements, which are available on www.sedar.com.

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