Asante Gold : January 31st, 2022 – Annual Financial Statement (MD&A)

MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended January 31, 2022

This Management Discussion and Analysis ("MD&A") of Asante Gold Corporation ("Asante" or the "Company" or the "Issuer") provides an analysis of the Company's performance and financial condition for the year ended January 31, 2022. It is prepared as at May 31, 2022, and was approved by the Board of Directors on that date.

This MD&A should be read in conjunction with the Company's audited consolidated financial statements for the years ended January 31, 2022, and 2021 including the related note disclosures. The Company's audited consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar figures included therein and in the following discussion and analysis are quoted in the presentation currency of Canadian dollars unless otherwise specified. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com or the Company's website at www.asantegold.com.

This MD&A may contain forward-looking statements that are based on the Company's expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements speak only as of the date on which they are made, are not guarantees of future performance, and involve risks and uncertainties that are difficult to control or predict. Examples of some of the specific risks associated with the operations of the Company are set out below. Actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. The Company undertakes no obligation to update or revise any forward-looking statements included in this MD&A except as otherwise required by applicable law.

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MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended January 31, 2022

The following information should be read in conjunction with the audited consolidated financial statements for the years ended January 31, 2022, and 2021 and related notes thereto. The audited consolidated financial statements were prepared in accordance with International Financial Reporting Standards. All currency amounts are expressed in Canadian dollars unless otherwise stated.

Principal Business and Corporate Developments

Asante is a mineral exploration and emerging gold producing company primarily involved in the acquisition, assessment and development of mineral properties in the Republic of Ghana. The Company's objective is to undertake mineral exploration on properties assessed to be of merit, to define mineral resources, and to take them to production when warranted. Precious metals are targeted with a focus on gold. In May 2015, the Company obtained a listing on the Canadian Securities Exchange ("CSE") and commenced trading under the symbol "ASE".

In the past, the Company had no operational revenue and exploration activity had been constrained. These underlying conditions improved dramatically during March 2021 when the Company undertook a significant review of its strategic direction.

The strategic review led the Company to refocus its efforts on becoming a gold producer in the near term.

This review resulted in an influx of new capital and investors, principally Ghanaian based investors, and a renewed urgency in developing the Kubi Gold Project.

The review also led to the most recent acquisition of the Bibiani Gold Mine and the concurrent capital raise of $75 million to realize the objective of becoming a gold producer in the near term.

In August 2021, the Company acquired the Bibiani Gold Project in Ghana from Resolute Mining Limited ("Resolute") through the purchase of all the issued and outstanding common shares of Mensin Bibiani Pty. Ltd, with the Ghanaian Government retaining 10% free carried interest in the mining operations. At the time of acquisition, the Bibiani mine had been on a care and maintenance basis since Ashanti Goldfields exited the project in 2006 when the price of gold was US$650 per ounce. During the tenure of its ownership, Resolute completed 50,500 metres of drilling and issued a feasibility study update in July 2018.

Asante developed plans to bring the mine back to production and is on course for a first gold pour in Q3 2022. The planned gold pour is dependant on the successful completion of the refurbishment and commissioning of the Bibiani processing plant and successful commencement of mining operations.

The Company appointed Harlequin International (Ghana) ("Harlequin") to undertake refurbishment of the Bibiani processing plant. The Harlequin refurbishment Engineering, Procurement and Construction Management ("EPCM") contract commenced in September 2021 with work including offsite servicing of principal equipment, including lubrication systems, motors and drives; testing and upgrading of electrical components, instrumentation and control systems. The gravity recovery equipment has been upgraded, including installation of a high efficiency Knelson concentrator and Gekko intensive leach reactor.

The refurbishment program was for a period of 9 months, plus commissioning, at a preliminary cost of US$26 million, and as a result, the Company developed a schedule showing initial gold pour during Q3 2022. As at the date of this MD&A, the refurbishment program is on track to achieve the objective of the Company becoming a gold producer with an initial gold pour during Q3 2022.

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MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended January 31, 2022

The decision of the Company to produce at the Bibiani Gold Project is not based on a technical report supporting mineral reserves or a feasibility study of mineral reserves, demonstrating economic and technical viability, and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, which include increased risks associated with developing a commercially mineable deposit. Historically, such projects have a much higher risk of economic or technical failure. There is no guarantee that anticipated production costs will be achieved. Failure to achieve the anticipated production costs would have a material adverse impact on the Company's cash flow and future profitability. Readers are cautioned that there is increased uncertainty and higher risk of economic and technical failure associated with such production decisions. It is further cautioned that mineral resources are not mineral reserves and do not have demonstrated economic viability.

In addition to the acquisition of the mine and processing plant, Asante also acquired potential exploration opportunities, both from near surface and underground targets, and commenced a drill program on the Bibiani mine and its associated satellite pits, the Walsh and Strauss pits. The Company reported early results from expansion drilling on the Walsh Satellite pit which confirms the extension and grade continuity of the mineralization beneath the current US$1,500 per ounce design shell. The assay results improve the existing deposit model and will support an update of the Walsh mineral resource estimate. Follow-up drilling is continuing, focusing on deepening and extending the Walsh Pit to its economic limit.

The global pandemic outbreak of COVID-19 in February 2020 has had limited impact on the day-to-day activities of the Company thus far, and various exploration programs including geophysics, trenching, auger drilling and diamond drilling have continued whilst maintaining health protocols. Most recent progress globally with the distribution of vaccines has had a further mitigating effect. The relaxation of world government stimulus packages to minimise the initial impact of the pandemic could continue to impact prices of precious and industrial minerals leading to further volatility in world stock markets and macroeconomic policy measures.

The Company has implemented anti-COVID protocols to protect staff and contract workers. Nevertheless, given the spread of COVID-19 variants, the possibility of a more significant impact on the Company's operations cannot be excluded. Management has given consideration as to the impact of COVID-19 on the Company and its operations and concluded that the financial statements appropriately reflect and disclose management's best estimate and uncertainty regarding the impact of COVID-19 on the Company's operations and financial results.

The Company is continuing with its listing application to trade on the Ghana Stock Exchange, with Black Star Advisors Limited of Accra, Ghana acting as Financial Advisor in connection with this listing.

Overall Performance

The last year has been a period of transformation for Asante as it evolved from an exploration company to be on the verge of initial gold production in 2022. Following is a summary of developments and achievements during the year ended January 31, 2022.

During February 2021, the Company commenced the process of applying for a listing on the Ghana Stock Exchange to complement its current CSE listing.

In March 2021, the Company appointed Mr. Malik Easah as an Executive Director. Mr. Easah is a Ghanaian resident and has extensive experience within the Ghanaian resources industry. Most recently, this has been in the development of the Namdini Gold Project with Cardinal Resources Limited, which was subsequently sold to Shandong Gold Mining (Hong Kong) Co., Ltd.

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MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended January 31, 2022

During March 2021, the Company commenced a 3-hole exploration program on the Kubi Gold Project. Analysis of assays confirmed typical Kubi Main Zone gold mineralization of 30.0m grading 7.47 g/t Au from 73m including intersections of 10.75 g/t over 16.0m from 87m and 14.31 g/t over 10.0m from 92m. Metso Outotec (Finland) Oy Helsinki, Finland was engaged during June 2021 as a Principal Project Development Partner to complete a preliminary capital and operating cost estimate on treatment options for processing of the gold ore.

During April 2021, the Company issued 47,710,602 units at a price of $0.15 per unit under a private placement, including 935,502 units which were issued to an arm's length finder. Each unit consists of one common share of the Company, and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at an exercise price of $0.25 until April 15, 2023.

In May 2021, the Company finalized the purchase of prospecting licences Diaso (104.1km2), Juabo (59.2 km2), Manhia (18.69km2), Dunkwa Gyimigya (32.72km2), Gyimigya (5.52km2), Agyaka Manso (40.0km2), Amuabaka (28.86km2) and Nkronua-Atifi (24.97km2) (the PL's) from Goknet Mining Company Limited pursuant to the terms of an agreement with Goknet dated December 28, 2016. The Company will issue 375,000 fully paid common shares of the Company for each of the PL's transferred, to a maximum of 3,000,000 common shares, together with a vendor royalty equal to 2.0% of the Net Smelter Returns on each of the concessions transferred.

Commencing in July 2021, the Company employed the initial members of the Bibiani Mine Development Team with the engagement of Mr. David Anthony as Chief Operating Officer and Mr. Paul Abbott as Manager Geology. Subsequent appointments to the team were made with Mr. Dean Bertram as General Manager, Bibiani Mine, Mr. Eben Swanepoel as Project Director, Mr. Walter Agbey as Metallurgical Manager, and Mr. Kwamina Ackun-Wood as Exploration Manager, Bibiani Mine.

In August 2021, the Company announced and closed an agreement with Resolute to purchase 100% of their Bibiani Gold Mine ("Bibiani") in Ghana, whereas the Ghanaian Government retains the remaining 10% free carried interest in the mining operations

Key terms of the transaction are as follows:

1. Asante acquired Resolute's interest in Bibiani through the purchase of all the issued and outstanding common shares of Mensin Bibiani Pty. Ltd, for a total cash consideration of US$90 million payable in three tranches as follows:
2. 1. US$30 million (paid $38 million) initial payment on closing;
   2. Additional US$30 million (paid $38 million) on or before 6 months from closing; and
   3. Final US$30 million to be paid on or before 12 months from closing.

The agreement has received Ministerial Consent, having been approved by the Ghanaian Honourable Minister of Lands and Natural Resources.

1. To fund the initial payment, start up, and working capital, Asante accepted subscription receipts from accredited investors for $75 million, which were converted into 106,642,857 common shares at $0.70 per share. The Company paid finder's fee by issuing 1,593,000 subscription receipts, which were converted into 2,275,714 common shares with a fair value of $2,298,471.

In September 2021, following the acquisition of the Bibiani mine and reassessment of the economics of the Bibiani mine, the Company commenced a refurbishment of the processing plant and site infrastructure with the award of an EPCM contract.

In October 2021, and as a strategic investment, the Company subscribed for 22,086,121 common shares of Roscan Gold Corporation ("Roscan") (TSXV: ROS) at a price of $0.29 per share for a total cost of $6,404,975.

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MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended January 31, 2022

During December 2021, the Company announced significant gold intercepts from its ongoing near mine exploration drill program at the Bibiani Gold Mine. Significant intercepts from the Walsh Satellite pit were assayed and returned 18m @ 3.85g/t Au from 141m; incl. 16m @ 4.22g/t Au and 12m @ 4.41g/t Au from 174m. The results confirmed the extension and grade continuity of the mineralization beneath the US$1,500 designed pit shell.

In December 2021, the Company awarded a 72 month mining contract for surface mining of the Bibiani mine to PW Mining (Ghana). Mobilization of equipment to site commenced in January 2022.

In January 2022, the Company appointed Mr. Mohammad Alothman and Mr. Alexander Smirnov to the Board of Directors. In addition, the Company appointed Mr. Jon Grygorcewicz as CFO.

The Company continues to focus on completion of the refurbishment of the Bibiani processing plant and on mining development with the goal of commencing gold production at the Bibiani mine during the third quarter of 2022.

Subsequent Events

In February 2022, the Company granted 1,300,000 and 5,739,340 stock options, respectively, to certain officers, directors, and consultants of the Company at an exercise price of $1.75 per share. These options were granted for a period of two and five years, respectively, vested as follows: 20% on the date of grant, 20% three months from the date of grant, 20% six months from the date of grant, 20% nine months from the date of grant, and 20% on the first anniversary of the date of grant. In addition, the Company granted 4,285,900 DSUs to certain directors of the Company and 1,515,760 RSUs to certain officers and consultants of the Company. The DSUs vested immediately. The RSUs vest as follows: one-third on the first anniversary of the date of grant, one-third on the second anniversary of the date of grant, and one- third on the third anniversary of the date of grant.

In February 2022, the Company paid US$30 million ($38 million) to Resolute in relation to the acquisition of the Bibiani property.

In March 2022, the Company closed a private placement of 58,431,914 common shares at $1.75 per share for gross proceeds of $102 million. In connection with the financing, the Company paid finders fees of $3 million.

In March 2022, the Company appointed David Anthony as President and CEO of the Company. Concurrently, Douglas MacQuarrie stepped down as President and CEO and was appointed as Non- Executive Chairman of the Company.

In March 2022, the Company granted 500,000 stock options to certain consultants and employees of the Company at an exercise price of $1.75 per share. These options were granted for a period of five years, vested as follows: 20% on the date of grant, 20% three months from the date of grant, 20% six months from the date of grant, 20% nine months from the date of grant, and 20% on the first anniversary of the date of grant. In addition, the Company granted 1,000,000 stock options to an officer of the Company at an exercise price of $1.75 per share. These options were granted for a period of five years, vested as follows: 25% on the date of grant, 25% six months from the date of grant, 25% nine months from the date of grant, and 25% on the first anniversary of the date of grant.

In April 2022, the Company appointed Frederick Attakumah as Executive Vice President and Country Director of the Company.

In addition, the Minister of Lands and Natural Resources approved the transfer of the Kubi Mining Lease to Asante Gold (Ghana) limited. The Ghanaian government retains a 10% interest in Kubi.

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