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

BEAR CREEK MINING CORPORATION MANAGEMENT DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2021

Introduction

The following Management's Discussion and Analysis ("MD&A") of Bear Creek Mining Corporation (the "Company" or "Bear Creek") was prepared on April 26, 2022 and should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2021, which were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). 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") atwww.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, while not disclosing scientific or technical information or results, 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.

Technical and scientific information presented under Section 2 "Mercedes Mine Acquisition" is derived from a Technical Report (as defined in NI 43-101) prepared for the Company entitled "National Instrument 43-101 Technical Report, Mercedes Gold-Silver Mine, Sonora State, Mexico", dated and filed on SEDAR on April 22, 2022 (the "2022 Mercedes Report"). This information is subject to all the assumptions, qualifications and procedures set out therein and is qualified in its entirety with reference to the full text of the 2022 Mercedes Report, which is available on the Company's website and under its profile on SEDAR.

Contents

• 1) Highlights

• 2) Mercedes Mine Acquisition

• 3) Development Projects

  2.1) Corani Silver-Lead-Zinc Project

• 4) Exploration Projects

  • 3.1) Maria Jose Prospect

  • 3.2) Tassa Prospect

  • 3.3) Generative Exploration

• 5) Results of Operations

• 6) Liquidity and Capital Resources

• 7) Related Party Transactions

• 8) Key Accounting Estimates and Judgments

• 9) Forward-Looking Information

• 10) Cautionary Note to US Investors

• 11) Disclosure Controls and Procedures

1) Highlights

Corporate Developments:

In January 2021, the Company issued 11,500,00 common shares at a price of CDN$ 3.00 per share for gross proceeds of $34.5 million ($27.1 million). The underwriters received a cash fee equal to 6% of the gross proceeds. Other costs of the issue amounted to $243 thousand.

On December 16, 2021, the Company entered into an agreement to acquire 100% of the Mercedes Gold-Silver Mine ("Mercedes") from Equinox Gold Corp. ("Equinox Gold"). Consideration paid to Equinox Gold, on April 21, 2022, to acquire Mercedes amounted to $75 million, 24,730,000 common shares of the Company and the grant of a 2% Net Smelter Return ("NSR") on metal produced. Additionally, the Company must pay an additional $25 million to Equinox Gold by October 21, 2022 to fulfill all of the requirements of the previously announced agreement. The $75 million payment consisted of $15 million from the Company's treasury and $60 million from Sandstorm Gold Ltd.

On April 22, 2022, the Company filed a Technical Report (as defined in National Instrument 43-101) 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.

COVID-19 infections in Peru reached new highs in December 2021 and January 2022. Since January infections and deaths dropped rapidly; however, the Peruvian government extended the medical state of emergency until August 29, 2022. Curfews have been lifted throughout the country. The Lima office staff began working from home on January 4, 2022 and returned to the office on a reduced schedule in March. Staff at the Corani Property remain on 28-day rotations rather than the pre-COVID-19 turnaround of two weeks. 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 subordinated debt to augment a Senior Secured Credit Facility ("SSCF") 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. Regulatory compliance and permitting began during the third quarter of 2021. The permitting process 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 calbles 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"). In exchange, the Company agreed to pay $100 million in cash, 24,730,000 common shares issued by the Company, and a 2% Net Smelter Return on the metal produced from the Mercedes concessions. The cash component of the consideration due at closing totals $75 million, including $60 million of financing obtainedfrom Sandstorm Gold Ltd. ("Sandstorm") and $15 million from the Company's treasury. A deferred cash payment of $25 million is due within six months of the Closing Date. The $60 million Sandstorm funds consist of a $37.5 million Gold Purchase Agreement and a $22.5 million Convertible Debenture.

The Gold Purchase Agreement requires the Company to sell 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. The Convertible Debenture matures on the third anniversary of closing of the Mercedes acquisition, bears a 6% coupon, and allows the lender to convert the outstanding principal, in whole or in part, into common shares of the Company at any time before maturity at the greater of a 35% premium to the closing price per common share of the Company on the closing date of the acquisition or as otherwise permitted by the TSX-V.

The Mercedes mining operation 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 2022 Report indicates that the Mercedes Mine began production in 2011, and that 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. The following information is derived from the 2022 Mercedes Report

The table below sets out the estimated mineral resources of the Mercedes Mine as of December 31, 2021:

2022 NI 43-01 Mineral Resource Statement (Inclusive of Reserves)

Tonnes	Grade	Contained Metal
Classification	(000)	Au (gpt)	Ag (gpt)	Au Oz (000)	Ag Oz (000)
Measured	865	4.55	33.73	127	938
Indicated	2,914	4.79	44.93	449	4,209
Total M&I	3,779	4.73	42.37	575	5,147
Inferred	884	4.50	41.02	128	1,167

1.The effective date of the 2021 MRE is December 31, 2021.

• 2. Mineral Resources are inclusive of Mineral Reserves.

• 3. Mineral Resources that are not Mineral Reserves have not demonstrated economic viability.

• 4. The Mineral Resource cut-off grade of 2.00 gpt gold for Diluvio and 2.10 gpt gold for all other deposits was calculated using the following parameters: gold price $1,350/oz; metallurgical recoveries of 95.5%for gold; refining charges $8.48/oz gold; mining costs of

$38.4 (Diluvio) and $43.3 (all other veins), processing costs of $19.8, and G&A costs of $15.6 per tonne of ore (all costs are in US$).

• 5. Calculations used metric units (metre, tonne). Any discrepancies in total amounts are due to rounding.

• 6. Todd McCracken, P. Geo. is the qualified person for the mineral resource statement as defined by NI 43-101.

• 7. The CIM Definition Standards on Mineral Resource and Reserves (2014) have been followed.

The table below sets out the estimated mineral reserves of the Mercedes Mine as of December 31, 2021.

2022 NI 43-101 Mineral Reserve Statement

Mineral Reserve Class	Tonnes	Grade	Contained Metal
(000)	Au (gpt)	Ag (gpt)	Au Oz (000)	Ag Oz (000)
Proven Underground	344	5.65	40.7	62.5	449
Probable Underground	1,873	3.40	26.9	204.5	1,620
Proven & Probable	2,217	3.75	29.0	267.0	2,069

• 1. CIM Definitions Standards on Mineral Resource and Reserves (2014) have been followed.

• 2. The effective date of the 2021 Reserve Statement is December 31, 2021

• 3. Mineral Reserves are minable tonnes and grades; the reference point is the mill feed at the primary crusher.

• 4. Mineral Reserves are estimated at a cut-off of 2.10 gpt Au, except Diluvio, which is estimated at 2.00 gpt Au.

5.Cut-off grade assumes a price of gold of US$1,350 per ounce, a 95.5% gold metallurgical recovery; US$38.41/t (Diluvio) and US$43.26/t (other deposits) mining cost, US$19.75/t processing costs, US$15.61/t G&A and US$8.48/oz refining costs.

• 6. A minimum mining width of 3.5 m was used in the creation of all reserve blocks.

• 7. Bulk density for ore varies by deposit from 2.22 t/mᶾ to 2.57 t/mᶾ and 2.40 t/mᶾ for waste.

• 8. Numbers may not add due to rounding.

• 9. David Willock, P. Eng., is the qualified person for the mineral reserve statement as defined by NI 43-101.

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. Additional information about the mine and infrastructure may be viewed in the 2022 Mercedes Report which is available on the System for Electronic Document Analysis and Retrieval ("SEDAR") atwww.sedar.com and on our website atwww.bearcreekmining.com.

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 forming a contiguous ground block covering approximately 6,000 hectares.