Artemis Gold : MD&A for March 31, 2021

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended March 31, 2021 and 2020

ARTEMIS GOLD INC.

Dated May 27, 2021

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2021

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 months ended March 31, 2021 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 months ended March 31, 2021 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, 2020 (the "Annual Financial Statements"), 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 and Annual Financial Statements which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. 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 ("COO") 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 August 26, 2020, as well as the Company's technical report entitled "Blackwater Gold Project British Columbia NI 43-101 Technical Report" dated September 18, 2020 (with an effective date of August 26, 2020) (the "2020 PFS"), 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) under the name 1193490 B.C. Ltd. Artemis was incorporated as a wholly-owned subsidiary of Atlantic Gold Corporation for the purpose of acquiring gold mineral exploration properties. The Company's 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 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 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 months ended March 31, 2021

4. HIGHLIGHTS AND KEY BUSINESS DEVELOPMENTS Corporate highlights since the prior quarter

• The Company continued its work towards de-risking the Blackwater Project by:
• • Completing a 33,216-metre grade control drill program, the results of which will inform mine planning for the initial years of mining;
  • Completing site investigation work, including geotechnical drilling at the proposed tailings storage facility (the "TSF") and plant site;
  • Continuing negotiations with indigenous nations;
  • Submitting an application to the government of British Columbia for permits for early construction works, as well as documents to the federal government required to amend Schedule 2 of the Metal and Diamond Mining Effluent Regulations ("MDMER") for mine waste disposal;
  • Executing a memorandum of understanding ("MOU") with Ausenco Engineering Canada Inc. ("Ausenco") based on a guaranteed maximum price ("GMP") for a fixed-price Engineering, Procurement and Construction ("EPC") contract to construct a 5.5 million tonne per annum processing facility and associated infrastructure for $236 million;
  • Executing a credit-approved mandate letter with Macquarie Bank Limited ("Macquarie") and National Bank of Canada ("National Bank") to arrange a project loan facility (the "PLF") in the amount of $360 million plus up to $25 million in capitalized interest, to fund a significant component of the estimated construction costs of the Blackwater Project; and
  • Executing an impact benefits agreement (the "IBA") with Nazko First Nation ("Nazko").
• The Company strengthened its management team through the appointment of Mr. Jeremy Langford as COO, Ms. Candice Alderson as Senior Vice President Corporate Affairs and Mr. Gerrie van der Westhuizen as Vice President Finance.
• On March 25, 2021, the Company converted its convertible debenture in VLC (in the amount of $5,302,784, including accrued interest) at a conversion price of $0.25/share for a total of 21,211,136 additional common shares of VLC. This brought the Company's position to 32% of VLC's issued and outstanding common shares.
• The Company engaged The Terron Group, LLC ("Terron") to provide integrated Environmental Social Governance ("ESG") services and management training to Artemis.
• The Company appointed Ms. Elise Rees, FCPA, FCA, to the Company's board of directors. Concurrent with her appointment as a director of the Company, Ms. Rees was also appointed as Chair of the Company's audit committee.
• On May 19, 2021, the Company completed a brokered offering with a syndicate of underwriters to issue 18,853,100 common shares on a bought deal basis at a price of $6.10 per common share (the "Bought Deal Offering"). The Company also announced a Non-Brokered Offering for 9,200,000 common shares, also at a price of $6.10 per common share. The Non-Brokered Offering closed on May 25, 2021, for combined gross proceeds of $171,123,910.

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ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2021

5. DEVELOPMENT OF BLACKWATER Key milestones achieved

Since January 1, 2021, the Company has completed the following activities to reduce the project execution risk associated with Blackwater:

1. Filing of applications for early construction works
   The Company submitted applications to the B.C. government to undertake an early works construction program, which is designed to focus on clearing of key infrastructure areas including haul roads, the stage 1 TSF and camp areas. In addition, the early works permits would allow for construction of the mine access road and for plant-site bulk earthworks to facilitate early mobilization of an EPC contractor to site.
2. Award of GMP
   Following a competitive bidding process involving a number of GMP proposals from engineering firms, the Company entered into an MOU with Ausenco. This was based on Ausenco's proposal to engineer and construct the processing facility and associated infrastructure for a GMP of $236 million, subject to any technical or commercial changes that may be requested by Artemis. Ausenco has already undertaken a significant amount of detailed engineering work and will progress work towards concluding a fixed-price EPC contract on an "open-book" basis, which is expected to mitigate the potential for capital cost and schedule overruns. The GMP for the processing facility covers a number of construction packages, including the process plant and ore crushing circuit, on-site infrastructure, as well as engineering and project management. A fixed price EPC contract on the processing facility and associated infrastructure represents by far the largest single component of the capital cost of Blackwater at approximately 40% of the 2020 PFS estimate.
   The Company is also conducting a competitive bidding process for a GMP proposal (in connection with a fixed-price EPC contract) for the construction of the electricity transmission line and associated offsite infrastructure for Blackwater, which is expected to be awarded in Q2 2021.
   Ultimately, Artemis is targeting approximately 60% of the initial development capital for Blackwater to be insulated from capital cost and schedule overruns once final EPC fixed-price contracts have been executed.
   The Company expects to file a feasibility study (the "Feasibility Study"), reflecting the work undertaken as part of the GMP work streams, by mid-2021.
3. Commenced federal Schedule 2 amendment regulatory process
   The Company submitted documents as required to commence the federal Schedule 2 regulatory process under the MDMER in respect of Blackwater. As part of the permitting process for Blackwater, a listing on Schedule 2 of the MDMER by way of a regulatory amendment is required for the deposition of mine waste into water bodies frequented by fish.
   The Company has completed an objective and rigorous Assessment of Alternatives for mine waste disposal, as well as a fish habitat compensation plan, which are the two key elements required to commence the regulatory amendment process. Given the extensive consultation and study undertaken as part of the Environmental Assessment approval (which concluded in 2019), Artemis believes that Blackwater is eligible

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ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2021

for a streamlined Schedule 2 amendment process. The abbreviated streamlined process does not diminish environmental protection but provides a more efficient regulatory system that aims to shorten the approval process from a period of 8-12 months down to 5-6 months.

1. Grade control drilling program
   The Company completed its reverse circulation ("RC") drill program targeting mineralization planned to be mined during the first year of production within Phase 1 of the Blackwater development plan as set out in the 2020 PFS (the "GC Program"). The primary objectives of the GC Program were to:
2. • Optimize grade selectivity and mine schedule for managing the tonnes and grade of mineralized material to be processed in the first year of operations;
   • More accurately delineate ore and waste boundaries to mitigate ore dilution;
   • Optimize drill and blast designs;
   • Provide a larger sample size to reduce the grade variability of mineralization

Results from the GC Program provided significantly increased confidence in the target area earmarked for the first year of operations at Blackwater compared with the corresponding area in the Company's mineral resource estimate as contained in the Company's 2020 PFS. The GC Program confirmed wide, near-surface intersects of elevated gold grades at the start of the mine life as outlined in the 2020 PFS. The Company completed 33,216 metres of grade control drilling (covering 561 holes) ahead of schedule, with a total of 11,500 samples collected, prepared and dispatched for analysis to SGS Canada Inc. in Burnaby, B.C.

The GC Program was designed to bring the drill density from up to 50 x 50m core spacing down to 12.5 x 12.5m spacing, generating up to 16 times the data when compared to the New Gold reserve definition drill program. This Program has targeted a zone within the first 60m (six mining benches) from surface containing in excess of five million tonnes of high-grade ore to improve short-term mine planning at the start of production.

The LeachWELLTM assay method was selected to increase the sample size from a more standard 50g to one kilogram sample which reduces variability and increases repeatability of assay results. Additionally, the LeachWELLTM method increases the understanding of leachability of the orebody with the information feeding directly into the process design. Extensive duplicate analyses highlight excellent LeachWELLTM repeatability of assay results and recoverable gold and silver.

849 samples have been assayed for residue gold and silver concentration in the LeachWELLTM residues, resulting in a calculated overall recovery of 96.7% for gold and 72.2% of silver.

Additional technical disclosures, including details of intercepts, illustrative figures and a description of data verification procedures are included in the Company's news release dated May 4, 2021 available on the Company's profile at www.sedar.com.

1. Geotechnical site investigation
   The Company completed a geotechnical drilling program on site in order to support detailed design of the TSF and the freshwater reservoir for Blackwater. This program included downhole seismic surveys and was expanded in January 2021 to incorporate additional drilling within the proposed plant-site area. The

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