Bear Creek Mining : OTROS HECHOS DE IMPORTANCIA OTROS HECHOS DE IMPORTANCIA

BEAR CREEK MINING CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE PERIOD ENDED MARCH 31, 2022

Introduction

The following Management's Discussion and Analysis ("MD&A") of Bear Creek Mining Corporation (the "Company" or "Bear Creek") was prepared on May 30, 2022, and should be read in conjunction with the interim condensed consolidated financial statements of the Company for the three months ended March 31, 2022, which were 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. All dollar amounts are expressed in United States dollars unless otherwise noted. Additional information relating to the Company, including the Company's Annual Information Form ("AIF"), is available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.

Bear Creek's business is acquiring, exploring, developing, and operating precious and base metal properties. In Peru, the Company is advancing its 100%-owned Corani silver-lead-zinc project towards development, and has other early-stage exploration projects.

On April 21, 2022, the Company acquired a 100% interest in the Mercedes gold and silver mine in the state of Sonora, Mexico.

The business of mining and exploration involves a high degree of risk, and there can be no assurance that current operations, exploration and development programs will result in profitable mining operations. A description of significant business risks may be found in the Company's AIF for the year ended December 31, 2021.

National Instrument 43-101 ("NI 43-101") Disclosure

Except as indicated below, information provided in this document related to the Company's mineral projects is based on work programs and initiatives conducted under the supervision of Andrew Swarthout, AIPG Certified Professional Geologist, a director of the Company or Eric Caba, SME Registered Member, who are Qualified Persons ("QP's") as defined in NI 43-101. Mr. Swarthout is a director of the Company and Mr. Caba is the Chief Operating Officer of the Company.

Firmado Digitalmente por:
PAUL CHARLES TWEDDLE RISSO	1
Fecha: 30/05/2022 07:02:20 p.m.

Contents

1. Highlights
2. Mercedes Mine Acquisition
3. Development Projects
   3.1) Corani Silver-Lead-Zinc Project
4. Exploration Projects
   4.1) Tassa Prospect
   4.2) Generative Exploration
5. Results of Operations
6. Liquidity and Capital Resources
7. Related Party Transactions
8. Key Accounting Estimates and Judgments
9. Forward-LookingInformation
10. Cautionary Note to US Investors
11. Disclosure Controls and Procedures

1. Current Highlights Corporate Developments:

On April 21, 2022 ("Closing Date"), the Company completed the acquisition of Mercedes Mine from Equinox Gold Corp. ("Equinox"). As part of this transaction the Company paid cash consideration of $75 million, including $60 million provided by Sandstorm Gold Ltd. ("Sandstorm"), and issued 24,730,000 Bear Creek common shares to Equinox. The Company is obligated to make a deferred cash payment of $25 million during the fourth quarter of 2022 and pay 2% Net Smelter Return on the metal produced from the Mercedes concessions to Equinox.

On April 22, 2022, the Company filed a Technical Report (as defined in National Instrument 43-

1. for the Company's recently acquired Mercedes gold-silver mine located in Sonora, Mexico. The Technical Report dated April 22, 2022 and entitled "NI 43-101 Technical Report, Mercedes Gold-Silver Mine, Sonora, Mexico, provides an independent audit of the Mineral Reserves and Mineral Resources identified at Mercedes as of December 31, 2021 and was prepared on behalf of the Company by BBA Engineering Inc. and G Mining Services Inc.

On May 26, 2022, the Company announced that it was placed on the Default List as a result of the British Columbia Securities Commission's (the "BCSC") concerns regarding the credentials of certain independent third party consultants to act as qualified persons under National Instrument 43-101- Standards of Disclosure for Mineral Projects ("NI 43-101") in respect of certain chapters of the technical report dated April 22, 2022 and entitled "NI 43-101 Technical Report, Mercedes Gold-Silver Mine, Sonora, Mexico" (the "2022 Mercedes Report"). The Company has undertaken to provide alternative qualified persons to take responsibility for the chapters of the technical report co-authored by the consultants in question and to prepare and file an amended technical report on the Mercedes mine (the "Amended Mercedes Report"). The Company estimates that the Amended Mercedes Report will be filed within approximately 30 days.

On May 17, the Company announced a non-brokered private placement of six million shares at $1 per common share for proceeds of up to CDN $6 million ($ 4.69 million), updating the share pricing of the May 5 announcement. Share sale proceeds will be used for working capital.

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The Peruvian government extended the COVID-19 medical state of emergency until August 29, 2022. The Lima office staff have returned to the office on a full schedule. Staff at Corani remain on 28-day rotations rather than the pre-COVID-19 turnaround of two weeks. The Company's Vancouver office remains closed. Mercedes' operational staff has returned to pre-pandemic rotations, and the office staff is now working onsite. Management cannot predict the effect of the COVID-19 virus on the Company's future business plans, financial position, cash flows, and results of operations.

Corani Silver-Lead-Zinc Project:

Technical, environmental, and social due diligence activities by potential sources of financing to develop Corani were mostly completed by the fourth quarter. Consultant site visits remain and are subject to pandemic protocols.

Early works continued along with detailed engineering work to finalize the plant design and CAPEX estimates were completed. Earthwork infrastructure, design, development, and water management were also completed. Project execution plan optimization and procurement activities are in progress.

The construction of the Antapata substation is complete. The regulatory compliance and permitting process is underway and should conclude by Q3 2022 after the electricity regulator audit. Construction of the transmission line connecting the substation to the town of Isivilla started in December 2020. To date, seven towers have been mounted. In October 2021, the Company received the archeological permit and regional monitoring approval to build the remaining ten towers. Construction of the ten additional towers began in November 2021. All tower footings are complete. Steel infrastructure, fibre optic and copper cables have been purchased and warehoused on site.

Costs related to the Corani early works program, except work on the Antapata substation and power distribution system, are charged to operations in the consolidated financial statements. Under the Company's accounting policy, technical feasibility and commercial viability are achieved upon establishing proven and probable reserves and upon the board of directors' approval to proceed with the development of a project. Development costs incurred for Corani after such approval will be capitalized

For more details, see section 3.1

2) Mercedes Mine Acquisition

On December 16, 2021, the Company announced it entered a definitive agreement to acquire all shares of Equinox Gold Corp's subsidiaries that own 100% interest in the Mercedes mine ("Mercedes").

On April 21, 2022 ("Closing Date"), the Company completed the acquisition of Mercedes from Equinox Gold Corp. ("Equinox"). As part of this transaction the Company paid cash consideration of $75 million, including $60 million provided by Sandstorm Gold Ltd. ("Sandstorm"), and issued 24,730,000 Bear Creek common shares to Equinox. The Company is obligated to make a deferred cash payment of $25 million during the fourth quarter of 2022 and pay 2% Net Smelter Return on the metal produced from the Mercedes concessions to Equinox.

The $60 million cash consideration, provided by Sandstorm consists of a $37.5 million Gold Purchase Agreement and a $22.5 million Convertible Debenture.

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Under the terms of the Gold Purchase Agreement, Sandstorm provided the Company with $37.5 million in cash on the Closing Date and in exchange Bear Creek will sell to Sandstorm 600 ounces of refined gold per month for 42 months (a total of 25,200 ounces) at a price equal to 7.5% of the spot gold price at the time of delivery. Thereafter, the Company will sell to Sandstorm 4.4% of gold produced by Mercedes at a price equal to 25% of the spot price at the time of delivery. Sandstorm will also be granted a right of first refusal on any future royalties, streams, or similar transactions from Mercedes production.

Under the terms of the Convertible Debenture, Sandstorm provided the Company with $22.5 million in cash on the Closing Date and in exchange subscribed to a Convertible Debenture. The Convertible Debenture matures on its third anniversary, bears a 6% coupon, and allows the holder to convert the principal, in whole or in part, into common shares of the Company at any time before maturity at CDN$1.51 per common share.

On May 26, 2022 the Company was placed on the Reporting Issuers in Default List by the BCSC as a result of the BCSC's concerns regarding the credentials of certain independent third-party consultants to act as qualified persons under National Instrument 43-101 in respect of certain chapters of the 2022 Mercedes Report.

The Company has undertaken to provide alternative qualified persons to take responsibility for the chapters of the technical report co-authored by the consultants in question and to prepare and file the Amended Mercedes Report. The Company estimates that the Amended Mercedes Report will be filed within approximately 30 days. Pending the filing of the Amended Mercedes Report, the estimates of mineral reserves and resources set out in the Company's press release dated April 22, 2022 and the Company's Annual Information Form dated April 26, 2022 are not supported by a compliant technical report, and should not be relied on until they have been verified and supported by an amended technical report.

Mercedes is located in the state of Sonora, northwest Mexico, within the Cucurpe municipality (30 19'47" N latitude and 110 29'02" W longitude). The Mine is located 250 km northeast of Hermosillo, Sonora's capital city, and 300 km south of Tucson, Arizona, United States. The Mercedes Mine began production in 2011, and up to December 31, 2021 had processed 6,191 million tonnes grading 4.24 grams per tonne of gold and 47.4 grams per tonne of silver yielding approximately 824,000 ounces of gold and 3,479,000 ounces of silver.

Mercedes is a fully mechanized, ramp-access, underground mine with five underground mining areas; Mercedes, Barrancas, Lupita, Diluvio, and Rey de Oro. Ore is hauled to the surface via the main ramps and stockpiled on the surface near the individual portals. Ore from the Barrancas, Lupita, Diluvio, and Rey de Oro mines is subsequently hauled to a common stockpile area near the jaw crusher. While the Reserve Estimate has all areas mined by mechanized cut and fill methods, long-hole stoping is employed to improve economics where ground conditions and ore volume permit.

The processing facilities at Mercedes are based upon conventional milling with Merrill-Crowe recovery of gold and silver. Ore is crushed in three stages and fed to a mill operated in a closed circuit with cyclones. Milled ore undergoes gravity concentration, agitated leaching, counter current decantation, Merrill-Crowe zinc precipitation, and smelting. Tailings undergo cyanide detoxification before tailing dam deposition or use in backfilling mined out stopes. Recoveries over the 2016 to 2020 period have been 95% for Gold and 39% for Silver.

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3) Development Projects

3.1) Corani Silver-Lead-Zinc Project

The 100%-owned Corani silver-lead-zinc project ("Corani") is located in the Andes Mountains, approximately 160 kilometers southeast of Cusco, Peru, at roughly 4800 meters above sea level. The Corani Project consists of twelve mineral concessions that form a contiguous block of ground covering approximately 6,000 hectares.

On November 5, 2019, the Company announced a summary of the results of work leading to a NI 43-101 compliant feasibility study (the "2019 Report"). The 2019 Report is available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.comand on our website www.bearcreekmining.com.

The 2019 Corani Technical Report's objectives were to reduce construction, development, and operating risks and identify potential improvements to the expected economic performance.

2019 NI 43-101 Technical Report Highlights
	2019 Report*
After tax NPV5	$531 million
After tax IRR	22.90%
Initial Capital	$579 million
Capital Payback	2.4 years
Ore Processed per Day	27,000 tonnes
AISC per oz silver Life of Mine ("LOM"))	$4.55
Average annual silver production (LOM)	9.6 million oz

• The 2019 Report economic estimates are based on metal prices of $18.00 per ounce of silver, $0.95 per pound of lead, and $1.10 per pound of zinc and that the Corani Project would be entirely financed by equity and developed on an Engineering, Procurement and Construction Management ("EPCM") basis

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