Banyan Gold : Q3 MD&A June 30 2022

BANYAN GOLD CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED JUNE 30 2022

Background

This discussion and analysis of financial position and results of operations is prepared as at August 24, 2022 and should be read in conjunction with the year-end financial statements and the accompanying notes for the quarter ended June 30, 2022 for Banyan Gold Corp. (the "Corporation", "Company", "Issuer" or "Banyan"). The financial statements, including comparatives, have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS"). Except as otherwise disclosed, all dollar figures included therein and in the following Management Discussion and Analysis ("MD&A") are quoted in Canadian dollars.

This MD&A contains "forward-looking statements" that are subject to risk factors set out in the cautionary statement below. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com and at www.banyangold.com.

Cautionary Note Regarding Forward-Looking Statements

Consequently, all of the forward-looking statements made in this MD&A are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Banyan. These forward-looking statements are made as of the date of this MD&A. Except as required by applicable securities legislation, we assume no obligation to update publicly or revise any forward-looking statements to reflect subsequent information, events, or circumstances.

Company Overview

The Company was incorporated by a Certificate of Incorporation issued pursuant to the provisions of the Alberta Corporations Act ("ABCA") on July 26, 2010 under the name Banyan Coast Capital Corp, which was subsequently changed to Banyan Gold Corp under a certificate of amendment on February 14, 2013. On November 24, 2010, the Company became a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan and Ontario.

Banyan completed its IPO and commenced trading on January 27, 2011 on the TSX Venture Exchange and trades under the symbol BYN.

Banyan is in the business of exploration and development of mineral properties. The Company currently holds three (3) main projects in the mining friendly Yukon Territory.

AurMac Project

The Company's flagship asset is the AurMac Project (formerly "Aurex-McQuesten") located in the Mayo Mining District.

The Corporation has earned a 51% interest in and has the right to earn a 100% interest in each of the Aurex Property and McQuesten Property. The original Aurex and McQuesten gold properties are contiguous, comprising 8,230 hectares and approximately 1,000 hectares and are both highly prospective for intrusive- related gold mineralization, and include areas of historic gold production (lode and placer), in the prolific Mayo Mining District, Yukon Territory. The Company has staked additional 100% owned claims around the original properties and has brought the AurMac project up to approximately 173 square kilometres in size.

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On May 17, 2022, a new four million ounce resource update was reported for the AurMac Project and a supporting NI 43-101 technical report was prepared by Marc Jutras of Ginto Consulting Inc. and filed on SEDAR on June 29, 2022.

Table 1: Pit-Constrained Inferred Mineral Resources - AurMac Property

Deposit	Au Cut-Off	Tonnage	Average Au Grade	Au Content
	g/t	M Tonnes	g/t	k oz
Airstrip	0.2	42.5	0.64	874
Powerline	0.2	152.0	0.59	2,898
Aurex Hill	0.3	12.5	0.53	215
Total Combined	0.2 - 0.3	207.0	0.60	3,990

Notes:

1. The effective date for the Resource Estimate is May 13, 2022.
2. Mineral resources which are not mineral reserves do not have demonstrated economic viability. The Resource Estimate may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, changes in global gold markets or other relevant issues.
3. The definitions of inferred mineral resources that are contained in the Definition Standards of the Canadian Institute of
   Mining, Metallurgy and Petroleum ("CIM Definition Standards"), which are incorporated by reference into National Instrument
   43-101, Standards of Disclosure for Mineral Projects ("NI 43-101") were followed to classify the mineral resources in the Resource Estimate. The quantity and grade of reported inferred mineral resources in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred mineral resources as an indicated mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category.
4. Mineral resources are reported at a cut-off grade of 0.2 g/t Au for the Airstrip and Powerline deposits and 0.3 g/t Au for the Aurex Hill deposits, using a US$/CAN$ exchange rate of 0.75 and constrained within an open-pit shell optimized with the Lerchs-Grossman algorithm to constrain the Mineral Resources with the following estimated parameters: gold price of US$1,700/ounce, US$2.50/t mining cost, US$5.50/t processing cost, US$2.00/t G+A, 80% heap leach recoveries, and 45° pit slope. The gold price and cost assumptions are consistent with current pricing assumptions and costs, and in particular are consistent with those employed for recent technical reports for similar pit-constrained Yukon gold projects.
5. The number of tonnes was rounded to the nearest hundred thousand. The number of ounces was rounded to the nearest thousand and final result to three significant figures. Any discrepancies in the totals are due to rounding effects.

Nitra Claims

The Nitra Claims were staked between F2020 and F2021 and are comprised of 1,442 claims covering 296 km². They begin approximately 5 km to the west of the AurMac Project and are 100% owned with no underlying royalties.

Hyland Gold Project

The Company's second major asset is the Hyland Gold Project located in the Watson Lake mining district. The Hyland Main Zone Indicated Gold Resource Estimate, prepared in accordance with NI 43-101, at a

0.3 g/t gold equivalent cut-off, contains 8.6 million tonnes grading 0.85 g/t AuEq for 236,000 AuEq ounces with an Inferred Mineral Resource of 10.8 million tonnes grading 0.83 g/t AuEq for 288,000 AuEq ounces.

	Cut-off						AuEq
	Grade	In situ	Au Grade		Ag Grade		Grade
Classification	(AuEq g/t)	Tonnes	(g/t)	Au Oz	(g/t)	Ag Oz	(g/t)	AuEq Oz
Indicated	0.3	8,637,000	0.78	216,000	7.04	1,954,000	0.85	236,000
Inferred	0.3	10,784,000	0.77	266,000	5.32	1,845,000	0.83	288,000

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Notes:

1. Mineral resources which are not mineral reserves do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate.
2. Mineral resources are reported at a cut-off grade of 0.3 g/t AuEq. AuEq grade is based on $1,350.00/oz Au, $17.00/oz Ag and assumes a 100% recovery. The AuEq calculation does not apply any adjustment factors for difference in metallurgical recoveries of gold and silver. This information can only be derived from definitive metallurgical testing which has yet to be completed.

*News Release March 22, 2018 and Technical Report filed May 2, 2018 can be found on SEDAR and www.banyangold.com.

CORPORATE RESULTS

Results of Operations

During the quarter, Banyan continued to focus on exploring projects that meet our selection criteria:

• Geology
• Multi-millionounce potential
• Road access (Infrastructure)

To this end, the Company has spent approximately $5.28 million on exploration during the quarter on its key AurMac project and is in the midst of ongoing exploration program on this project.

Financing

On the corporate front, the Corporation completed an upsized private placement of $17 million consisting of 16,210,500 Charity Flow Through Shares priced at $0.63 per share for gross proceeds of $10,212,615.00; 5,334,000 Flow Through Shares priced at $0.55 per share for gross proceeds of $2,933,700.00; and 8,662,321 Shares priced at $0.45 for gross proceeds of $3,898,044.45.

The Company intends to use the net proceeds from the Private Placement to advance its mineral exploration and development projects and for general corporate purposes.

The flow through gross proceeds component received from the sale to subscribers of the Charity Flow Through Shares and Flow Through Shares will be used to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act (Canada) (the "Tax Act") on the Company's properties in the Yukon Territory and renounced to such subscribers effective not later than December 31, 2022. Such Canadian exploration expenses will also qualify as "flow-through mining expenditures" as defined in subsection 127(9) of the Tax Act.

In connection with the Private Placement, the Company paid finder's fee in cash of $316,107.40 on a portion of the funds raised.

All securities issued pursuant to the Private Placement are subject to, among other things, a hold period of four months and one day in accordance with applicable securities laws.

Insiders of the Company, including Victoria Gold Corp. ("Victoria"), participated in the Private Placement for $1,032,499.80 and 2,294,444 shares. Such participation represents a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61- 101"), but the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the consideration paid for, the transaction, insofar as it involves interested parties, exceed 25% of the Company's market capitalization.

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Royalty Purchase

During the Quarter, the Company completed a Royalty Purchase Agreement (the "Royalty Purchase Agreement") from the Estate of Jim McFaull (the "Vendor"), whereby Banyan has purchased 100% of the Vendor's royalty interest on 97 claims, known as the McFaull Claims, within the Aurex Claim Block of the AurMac Property. The Vendor had been granted Royalty Interests under a Net Smelter Royalty Agreement dated November 23, 1992. The McFaull Claims cover key target areas on the AurMac Property and include portions of the Company's Powerline and Aurex Hill deposits.

Under the terms of the Royalty Purchase Agreements, Banyan will jointly establish a scholarship in partnership with Jim McFaull's brothers, Gordon and William McFaull, in the name of Jim McFaull and Banyan, at the Yukon Foundation, for students studying in fields related to geology and mining. The scholarship plans to award $5,000 annually to a successful candidate.

The scholarship is dedicated to the late geologist, Jim McFaull ("McFaull"). McFaull was born in Regina in 1952 and completed a degree in geology at the University of British Columbia. He began working with United Keno Hill Mines Ltd. in the seventies and was a key member of a team of geologists who discovered millions of ounces of silver. From 1990 until his death in 2012, he served on the boards of the Yukon Chamber of Mines and the Yukon Prospectors Association.

Exploration Highlights

Drilling on the AurMac project resumed on January 26, 2022 and had completed 17,000 metres ("m") of a drilling during the third quarter.

Q3 F2022 AurMac Received Drilling Highlights:

During the quarter, the Company received the following assay highlights from the 2022 drill program:

• 15.5 metres ("m") of 1.31 g/t Au from 186.9 m in DDH AX-21-181
• 34.5 m of 1.29 g/t Au from 133.1 m in DDH AX-21-186
• 53.3 m of 0.76 g/t Au from 61.0 m in DDH AX-21-188
• 36.5 m of 0.56 g/t Au from 169.2 m in DDH AX-21-188
• 15.5 m of 2.18 g/t Au from 35.0 m in DDH AX-21-189
• 38.2 m of 0.60 g/t Au from 76.1 m in DDH AX-21-190
• 50.3 m of 0.46 g/t Au from 50.3 m in DDH AX-21-192
• 100.8 m of 0.37 g/t Au from 47.0 m in DDH AX-21-196
• 21.2 m of 3.02 g/t Au from surface (4.6m) in DDH AX-21-198
• 48.9 m of 0.53 g/t Au from 62.4m in DDH AX-21-203
• 32.1 metres ("m") of 0.78 g/t Au from surface (13.7 m) in DDH AX-22-205
• 34.8 m of 1.07 g/t Au from surface (7.9 m) in DDH AX-22-206
• 33.9 m of 0.74 g/t Au from 54.2 m in DDH AX-22-207
• 22.5 m of 1.07 g/t Au from 22.5 m in DDH AX-22-208

*True widths are estimated to be greater than 90% of the reported intervals.

Updates to the Aurex-McQuesten Agreements:

On April 26, 2022, Victoria Gold Corp. ("Victoria") purchased the underlying interest on the McQuesten property from Alexco Resource Corporation ("Alexco") which will entitle Victoria to receive payments from

Banyan of $600,000 in cash or shares by December 2023 and $2 million cash or shares by December 2025, as well as acquire the underlying NSR royalty interest from the original agreement with Alexco. The original option agreement was modified to remove the requirement for a Pre-Feasibility Study by 2025 and move the requirement for the PEA from 2023 to 2025 (earn in to 100%). The standstill with Victoria Gold at 19.9% remains and all other substantive terms of the option agreement remain unchanged.

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Qualified Person

Paul D. Gray, P.Geo., Vice President of Exploration for the Company, is a "qualified person" as defined under NI 43-101 and has reviewed and approved property disclosure content of this report.

Analysis of property expenditures:

				*Aurex
	*Aurex	*McQuesten	Nitra	Extension	Hyland	Total
Balance, Sept 30, 2020	1,733,434	2,274,003	134,097	67,087	3,679,053	7,887,674
Acquisition costs	172,500	92,000	3,800	-	-	268,300
Government Grant
received	(3,000)	(3,000)	(40,000)	-	-	(46,000)
Exploration & evaluation
expenses capitalized	4,097,798	863,186	56,317	24,923	51,260	5,093,484
Balance, June 30, 2021	6,000,732	3,226,189	154,214	92,010	3,730,313	13,203,458
Balance, Sept 30, 2021	9,268,639	3,278,399	364,352	92,010	3,850,346	16,853,746
Acquisition costs	150,000	-	10,500	-	-	160,500
Government Grant
received	-	-	(40,000)	-	-	(40,000)
Exploration & evaluation
expenses capitalized	12,517,636	68,750	89,073	-	1,052	12,676,511
Balance, June 30, 2022	21,936,276	3,347,149	423,925	92,010	3,851,398	29,650,758

*These Properties are collectively referred to as AurMac Property or Project in Corporate disclosure documents.

Selected Financial Information

The following selected financial information is derived from the audited financial statements of the Company prepared in accordance with International Financial Reporting Standards ("IFRS").

Fiscal Quarters of the Fiscal Year Ended September 30, 2022

		First		Second		Third	Fourth
All in $ Cdn		Quarter		Quarter		Quarter	Quarter
Operations
Revenues	$	-	$	-	$	-
Expenses		(1,140,698)		(367,205)		(269,006)
Comprehensive (loss)/profit		(1,140,698)		(367,205)		(296,006)
Loss Per Share - Basic & Fully Diluted		(0.01)		(0.00)		(0.00)
Balance Sheet
Working Capital		8,920,251		5,267,083		15,693,706
Total Assets	$	30,530,046	$	31,136,539	$	49,033,336
Total Long-Term Liabilities		Nil		Nil		Nil

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