Aurion Resources : Financial Statements for the Period Ending Jun. 30, 2023 (MD&A)

Management's Discussion & Analysis of

Financial Conditions & Results of Operations

June 30, 2023

Management's Discussion and Analysis

June 30, 2023

Background

This discussion and analysis of financial position and results of operations of Aurion Resources Ltd.(the "Company" or "Aurion") is prepared as of August 24, 2023, and should be read in conjunction with the condensed consolidated interim financial statements for the three and six months ended June 30, 2023 where necessary. All dollar figures included therein and in the following Management's Discussion and Analysis ("MD&A") are quoted in Canadian dollars unless otherwise indicated.

Additional information relevant to the Company's activities can be found on SEDAR at www.sedarplus.ca.

Forward-Looking Statements

Certain statements contained in the following MD&A constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Company Overview

Aurion is a Canadian exploration company listed on the TSX Venture Exchange (TSX-V:AU). Aurion's strategy is to generate or acquire early-stage precious metals exploration opportunities and advance them through direct exploration by our experienced team or by business partnerships and joint venture arrangements. Aurion's current focus is exploring on its Flagship Risti and Launi projects, as well as advancing joint venture arrangements with Kinross Gold Corp., B2 Gold Corp., and Strategic Resources Inc. in Finland.

Aurion was incorporated under the Business Corporations Act (Alberta) on April 6, 2006 and was continued into British Columbia on August 10, 2018 under the Business Corporations Act (British Columbia). The Company was listed on the TSX Venture Exchange ("Exchange") on October 3, 2008. Aurion and its wholly-owned subsidiaries, Aurion Resources (US) LLC, Aurion Oy and FennoEx Oy are engaged in the evaluation, acquisition and exploration of mineral properties in Canada, the United States, and Finland respectively. The Company's primary focus is currently in Finland.

Six Months 2023 Highlights and Significant Events:

• February 6, 2023: Aurion announced results from 14 drill holes (4,353 m) from the Aurion-B2Gold JV, including the discovery of new Gold-Copper mineralization along the Helmi-Kutuvuoma Trend:
  o New zone of mineralization 2 km west of the Helmi discovery:
• • 6.25 g/t Au over 6.00 m from 222.60 m; 0.26 g/t Au and 1.07% Cu over 12.80 m from
  • 1. m (KUE22028).
  • 1.02 g/t Au and 1.84% Cu over 5.60 m from 97.40 m, 0.55 g/t Au and 1.16% Cu over
  • 1. m from 105.80 m (KUE22033).
  • New mineralized zones located 2 km west of Helmi Main Zone and 4 km east of the Kutuvuoma Prospect (historic drill holes including 11.4 g/t Au over 13.3 m) along the

structural corridor.

1. Gold intercepts at the western part of the Helmi Discovery:
2. • 1.56 g/t Au over 24.80 m from 159.00 m (KUE22027)

1. Budget announced at $10.4 million for the Aurion-B2Gold JV for the year:
2. • Aurion is fully financed to contribute to maintain its 30% interest.

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• • Active winter drilling season is on-going with three drill rigs.
  • Exploration plans include a minimum of 10,500 m of diamond core drilling in various target areas including the Helmi discovery, the Kutuvuoma-Helmi structural corridor as well as scout holes within the extensive 331 km2 JV property.
• February 21, 2023: Aurion announced exploration results on its 100% owned Risti property, including
  2.41 g/t Au over 56.55 m.

1. Three drill holes (557.6 m) were drilled into the Vanha of the Kaaresselka Prospect and seven

scout holes (1,081.6m) were completed in the greater Kaares area in the southern part of Risti.

1. Drill hole KS22027, located at the eastern end of Vanha, returned:
2. • 2.41g/t Au over 56.55 m from 95.75 m including 17.12 g/t Au, 0.55% Cu and 175 ppm Co over 5.90 m from 95.75 m (including 24.36 g/t Au and 0.75% Cu over 4.00 m) and
   • 1. g/t Au over 7.45 m from 138.90 m.
   • Additional intervals include 1.43 g/t Au, 0.46% Cu and 175 ppm Co over 7.10 m from
   • 1. m and 2.13 g/t Au over 2.75 m from 207.80 m.
   • One of the cobalt mineralized zones, 220 ppm Co over 29.70 m from 29.10 m, partly overlaps with gold and/or copper mineralized intervals.
   • The entire hole is within altered and deformed mafic volcanic rocks with local graphitic sediments. The hole ended in mineralization.

1. Drill hole KS22028, located at the eastern end of Vanha, was collared 22 m southwest of KS22027 to drill on the same section at a shallower angle and returned:
2. • 1.23 g/t Au, 0.56% Cu and 226 ppm Co over 5.90 m from 14.65 m, 0.66 g/t Au over 6.05 m from 44.00 m, 1.75 g/t Au over 2.50 m from 65.60 m and 0.26 g/t Au over

7.30 m from 76.95 m.

1. Drill hole KS22029, located at the eastern end of Vanha, was collared approximately 50 m west of KS22027 and returned:
2. • 0.66 g/t Au over 3.95 m from 46.50 m, 1.22 g/t Au, 0.13% Cu and 171 ppm Co over 19.90 m from 92.50 m.
   • 2.27 g/t Au over 11.30 m from 124.10 m and 0.47 g/t Au over 17.00 m from 185.80 m.
   • Cobalt mineralized zones, including 283 ppm Co over 14.85 m from 64.00 m and 190 ppm Co over 17.50 m from 92.50 m, partly overlap with gold and/or copper mineralized intervals.
   • The entire hole is within altered and deformed mafic volcanic rocks. The hole ended in mineralization.

1. Scout hole KS22021, located approximately 1.9 km NW of Vanha, intersected a new zone of mineralization with 1.40 g/t Au over 3.25 m from 79.40 m and 1.86 g/t Au over 3.40 m from 103.65 m. The scout hole was designed to test a gold in base of till anomaly on an interpreted

structural feature from geophysical data sets.

1. Scout hole KS22022, located 1.2 km NW of Vanha, targeted a gold in base of till anomaly on an interpreted structural feature from geophysical data sets. The hole intersected a new area of

gold mineralization with 0.42 g/t Au over 1.50 m from 83.60 m and 0.52 g/t Au over 1.10 m from 106.10 m.

1. Scout hole KS22023, located 1.2 km NW of Vanha, was drilled on section with KS22022 and targeted a multi-element base of till anomaly on an interpreted structural feature from

geophysical data sets. Hole KS22023 intersected a new area of gold mineralization with 0.87 g/t Au over 0.25 m from 187.10 m.

1. Scout hole KS22024, located 1.7 km NW of Vanha, targeted a multi-element base of till anomaly on an interpreted structural feature from geophysical data sets. Hole KS22024 intersected widespread Zn mineralization with a best interval of 1.50% Zn over 13.05 m from 95.75 m.

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• 1. Scout hole KS22025, located 400 m east of Vanha, targeted a gold in base of till anomaly on an interpreted structural feature from geophysical data sets, intersected 0.69 g/t Au over 2.00 m from 24.20 m and 0.31 g/t combined Pt and Pd over 29.80 m from 34.00 m.
• April 12, 2023: Aurion announced that it completed a marketed private placement (originally announced March 22, 2023) and a non-brokered private placement to Kinross Gold Corporation ("Kinross") for an aggregate of 12,151,730 common shares of the Company at a price of C$0.55 per Common Share for gross proceeds of C$6,683,452.
• 1. Under the marketed private placement, the Company issued 10,909,090 common shares for aggregate gross proceeds of C$6,000,000.

• 1. Under the Non-Brokered Financing, the Company issued 1,242,640 common shares for aggregate gross proceeds of C$683,452. The Non-Brokered Financing was fully subscribed for by Kinross Gold Corporation. Kinross exercised its pro rata right granted pursuant to a prior financing to maintain a 9.98% interest in the Company.
• May 8, 2023: Aurion reported drilling results for 6 holes from the winter drilling program on the Aurion-B2Gold JV along the Helmi-Kutuvuoma Trend. Highlights included:
• 1. A total of 8,000 m of diamond core drilling was completed during winter 2022/23 drill campaign.

1. Results were released for 1 hole (606.20 m) at Helmi and 5 scout holes (829.50 m) along the Helmi-Kutuvuoma trend.

1. At Helmi, Gold mineralization was confirmed at depth:
2. • Drillhole IKK22043 intersected 1.07 g/t Au over 57.30 m from 360.80 m, 9.72 g/t Au over 1.35 m from 333.25 m, 6.26 g/t Au over 0.55 m from 355.70 m, and 12.15 g/t Au over 0.40 m from 577.70.
   • The hole was a scissor hole to IKK22038, that returned 0.82 g/t Au over 108.10 m from 286.30 m.
   • The hole confirmed depth extensions and provided further information on the

geometry of one of the main mineralized lenses.

1. Helmi-KutuvuomaTrend - Further gold mineralized intervals were encountered:
2. • Along the Helmi-Kutuvuoma Trend, drill hole KUE22035, 2.6 km to the west of Helmi, returned multiple intervals of gold mineralization.
   • Results included 2.02 g/t Au over 0.70 m from 210.00 m, 1.36 g/t Au over 1.45 m from
   • 1. m, 1.39 g/t Au over 1.75 m from 219.40 m, 2.61 g/t Au over 1.40 m from
     1. m and 1.25 g/t Au over 2.30 m from 237.90 m.
   • The hole is located 250 m along strike from hole KUE22028 that intersected 6.25 g/t Au over 6.00 m from 222.60 m and 0.26 g/t Au and 1.07% Cu over 12.80 m from
   • 1. m (press release February 6, 2023).

• 1. Other widely spaced holes that tested geochemical and geophysical targets did not intersect significant gold mineralization or failed to reach the target depths.
• May 10, 2023: Aurion announced drilling results from the Aurion-B2Gold JV at the Sinermä prospect.
• 1. A total of 8,000 m of diamond core drilling was completed during winter 2022/23 drill campaign.

1. Results were released for 16 holes (2,192.0 m) at the Sinermä prospect.

1. Sinermä is located approximately 29 km WNW of the Helmi Discovery and approximately 23 km SSE of Agnico Eagle's Kittilä Mine.

1. Gold was intersected in shallow drilling over 450 metres of strike length:
2. • Drill hole SIN23013 returned 0.65 g/t Au over 30.20 m from 3.40 m, including 5.09 g/t Au over 1.25 m.
   • Drill hole SIN23020 returned 0.54 g/t Au over 30.20 m from 3.80 m, including 18.55 g/t Au over 0.40 m (SIN23020).

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• All holes, except two (SIN23007 and SIN23014), returned at least some anomalous gold (≥0.1 g/t) values.

1. The drill program was designed to test new target areas and the potential extension of a gold mineralized system identified in 2020 in the Sinermä area.

1. Previous results from trench channel sampling included 1.07 g/t Au over 42.40 m and 1.30 g/t Au over 20.80 m.

• 1. A four-hole diamond core drilling program, completed in 2020, returned 0.54 g/t Au over
  2. 1. m from 7.00 m (SIN20001), 4.11 g/t Au over 1.40 m from 13.50 m (SIN20002) and
     1. g/t Au over 0.75 m from 110.80 m (SIN20003), (see Press Release: January 13, 2021).
• May 23, 2023: Aurion announced that the Company had staked properties prospective for Gold and Critical Minerals in Northern Finland.
• 1. The properties cover over 1,000 km2 in northeastern Finland and are unexplored in an underexplored region.
  2. 
      Property package includes recently staked areas (two reservations) totaling 1,404.7

km2 and the Auermaa property comprised of 632.2 km2 in a reservation and two exploration permit applications.

1. Gold prospects - Aurmavaara:
2. • The prospect has seen limited exploration, but surface sampling by Aurion has returned from nil to 10.4 g/t Au in grab samples.

1. Lithium prospects - Geological terrain considered prospective for lithium-cesium-tantalum (LCT) pegmatites:
2. • Historic geologic mapping data includes numerous observations of pegmatites in outcrops and in boulders, but the area has not been explored for lithium despite numerous anomalous lithium values in regional scale till sampling by the GTK.
   • Within the property bounds, a total of 493 regional scale till samples were collected between 1976 and 1988 from widely spaced sampling with one sample approximately every 4 km2 (Regional till geochemistry data by the GTK).
   • Approximately 10% of the till samples returned values above 35 ppm Li, including 14 samples over 50 ppm Li to a maximum of 95.7 ppm Li and 35 samples ranging from

35 to 50 ppm Li. Cesium and tantalum were not included in the historic till analysis by the GTK.

1. Phosphate and REE prospects - Properties cover part of the Sokli carbonatite complex. Historic drill intercepts in residuum of weathered bedrock include:
2. • 13.51% P2O5 and 5.03% total rare earth oxides (TREO) over 12.00 m from 2.00 m.
   • 8.53% P2O5 over 48.50 m from 23.10 m, including 14.79% P2O5 over 19.20 m from
   • 1. m.
   • 7.15% P2O5 over 57.90 m from 6.55 m, including 11.81% P2O5 and 18.30% Fe2O3 over
   • 1. m from 6.55 m.
   • 10.57% P2O5 over 22.90 m from 34.40 m.
   • Historic drill intercepts in fresh rock include: 4.23% P2O5 over 125.00 m from 54.00 m and 3.33% P2O5 over 189.40 m from 31.00 m.
   • Historic trench result: 10.42% P2O5 and 2.78% TREO over 39.10 m.

• 1. The Company plans to evaluate strategic options for the critical minerals opportunities.
• August 16, 2023: Subsequent to the end of the quarter, Aurion announced that the Company had exercised its option to repurchase royalties and other rights on major properties and that JV partner, B2Gold Corp., would contribute funds to the repurchase.
• 1. Aurion announced that it has given Dragon Mining Ltd. ("Dragon") notice (the "Notice") of its intent to exercise the option to acquire and eliminate all encumbrances on the Kutuvuoma and Silasselkä properties (the "Option") for a total consideration of €5,000,000 (See news releases dated May 31, 2023, July 10, 2023, and July 31, 2023).

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