Friday Dog : Q3 ended October 31, 2020

CERRO MINING CORP.
Management's Discussion and Analysis
For the Period Ended October 31, 2020
Introduction ...................................................................................................................................	1
Forward-Looking Statements........................................................................................................	1
Description of Business and Business Outlook ............................................................................	2
Mineral Properties.........................................................................................................................	2
Lajitas (Dorado) Claim Group ...................................................................................................	2
Sale of CMCD ...........................................................................................................................	2
Financial .......................................................................................................................................	2
Summary of Quarterly Results ..................................................................................................	2
Results of Operations................................................................................................................	3
Change in Financial Position.....................................................................................................	4
Liquidity And Capital Resources ...............................................................................................	4
Related Party Transactions .......................................................................................................	4
Significant Accounting Policies .................................................................................................	4
Capital Disclosures ...................................................................................................................	5
Financial Instruments ................................................................................................................	5
Share Capital ................................................................................................................................	5
Private Placement .....................................................................................................................	5
Outstanding Share Data............................................................................................................	6
Risks And Uncertainties................................................................................................................	6
Additional Financings ................................................................................................................	6
Key Management ......................................................................................................................	6
Conflicts of Interest ...................................................................................................................	6
Coronavirus Pandemic ..............................................................................................................	7
Approval........................................................................................................................................	7

1507 - 1030 West Georgia Street Vancouver, BC V6C 2Y3 | Telephone [phone]

CERRO MINING CORP.

Management's Discussion and Analysis

Nine Months Ended October 31, 2020

INTRODUCTION

The following discussion is management's discussion and analysis ("MD&A") of the results and financial condition of Cerro Mining Corp. (the "Company" or "Cerro") and should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements for the period ended October 31, 2020 and the audited consolidated financial statements for the year ended January 31, 2020 and the related notes.

The Company's unaudited condensed consolidated interim financial statements for the period ended October 31, 2020 were prepared in accordance with IAS 34 - Interim Financial Reporting and policies consistent with International Financial Reporting Standards ("IFRS") using accounting policies consistent with IFRS as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. All financial amounts are reported in Canadian dollars unless otherwise indicated.

This MD&A was prepared as of December 23, 2020.

FORWARD-LOOKING STATEMENTS

This discussion contains forward-looking statements that are not based on historical fact, including without limitation statements containing the words "may", "plan", "will", "continue", "anticipates", "intends", "expects", and similar expressions. Forward-looking statements included in this document include statements with respect to the following:

• The Company's strategy with respect to developing a new business plan.
• Expectations related to the Company's ability to continue to raise sufficient capital to fund future operations.

Forward-looking statements and information should be considered carefully. You should not place undue reliance on forward-looking statements and information as there can be no assurance that the Company's plans, intentions, or expectations upon which they are based will occur. By their nature, forward-looking statements and information involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements and information will not occur and may cause actual results or events to differ materially from those anticipated in such forward-looking statements and information. The assumptions made by the Company include the economic viability of its properties, continued ability to raise sufficient capital to fund future activities and continued maintenance of title to claims (see Risks and Uncertainties). There are also other factors that may cause the actual results, events, or developments to be materially different from any future results, events or developments expressed or implied by such forward- looking statements and information. Such factors include, among others, the ability to maintain key individuals within the Company.

The Company will disclose any events and circumstances that occurred during the period that are reasonably likely to cause actual results to differ materially from material forward-looking information that the Company previously disclosed.

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CERRO MINING CORP.

Management's Discussion and Analysis

Nine Months Ended October 31, 2020

DESCRIPTION OF BUSINESS AND BUSINESS OUTLOOK

The Company is a public company and its shares trade on the NEX board of the TSX Venture Exchange (the "Exchange") under the symbol "CRX.H". The Company was incorporated under the Business Corporations Act (British Columbia). Additional information relating to the Company is available on SEDAR at www.sedar.com. On November 24, 2020 The Investment Industry Regulatory Organization of Canada (IIROC), which oversees all investment dealers and trading, halted trading in the Company's shares at the request of the Company pending news. To the date of this MD&A, no further announcement has been made.

The Company currently has no active business or operating assets as it disposed of its Chilean properties in March 2020. The board and management have started an evaluation of Cerro's current business strategy and are seeking to finance and acquire business assets.

The Company's principal place of business is 1030 West Georgia Street - Suite 1507, Vancouver, BC, V6E 2Y3.

MINERAL PROPERTIES

Lajitas (Dorado) Claim Group

The Company owned a 100% interest in the Dorado (Lajitas) and Nevada gold properties located in the Copiapo area of northern Chile. These properties were held in a Chilean subsidiary, Compania Minera Cerro El Diablo ("CMCD"), which was sold in March 2020. Accordingly, the Company no longer has any interest in mineral properties.

Sale of CMCD

On March 10, 2020, the Company entered into an agreement for the sale of CMCD. The agreement provided that the purchaser, who is at arm's length from the Company, (1) acquire all of the Company's interest in CMCD; and (2) indemnify the Company against any third-party claims for the debts, liabilities and obligations (if any) of CMCD or the properties that it owned. No significant exploration work or expenditures were undertaken by the Company on the properties for about 10 years. Consideration for the purchase of CMCD by the purchaser was $1. The agreement closed upon receipt of final approval from the Exchange on March 27, 2020.

FINANCIAL

Amounts in the discussion below have been rounded to the nearest $100.

Summary of Quarterly Results

The following table summarizes selected financial information from the Company's unaudited financial statements for the last eight quarters:

Quarter Ended	Income (Loss)	Basic and Diluted
		Income (Loss) per
		Share
January 31, 2019	(10,857)	(0.00)
April 30, 2019	(32,947)	(0.00)
July 31, 2019	(54,212)	(0.01)
October 31, 2019	(46,043)	(0.01)
January 31, 2020	(7,124)	(0.00)
April 30, 2020	95,274	0.01
July 31, 2020	(12,170)	(0.00)

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CERRO MINING CORP.

Management's Discussion and Analysis

Nine Months Ended October 31, 2020

Quarter Ended	Income (Loss)	Basic and Diluted
		Income (Loss) per
		Share
October 31, 2020	(11,525)	(0.00)

In this period, the Company did not generate any revenues or have any discontinued operations.

Below is a summary of significant variations in income (loss) from quarter to quarter:

• July 31, 2019 - The Company's loss increased due to expenditures incurred to satisfy filing obligations for fiscal 2019.
• April 30, 2020 - The Company recorded a $132,800 gain on the sale of CMCD.

Results of Operations

There was minimal exploration activity prior to the sale of CMCD in March 2020. For the nine months ended October 31, 2020, the Company's expenditures were primarily of an administrative nature.

For the nine months ended October 31, 2020, the Company reported income of $71,600 compared to a net loss of $133,200 for the nine months ended October 31, 2019. The following provides information on the main components of the operating results:

• Exploration and evaluation costs reflect expenditures to maintain and explore the Company's mineral properties that do not meet the test for capitalization. The Company incurred minimal expenses in the current period as the properties were on basic care and maintenance until their sale.
• Financing represents interest and other fees associated with debt instruments. The current period expense represents placement fees of 10% on advances from a director of $15,000 and interest on another advance from another director. These creditors subsequently waived payment of these fees.
• Foreign exchange gain / loss reflects changes in the value of monetary financial assets and liabilities of the Company's subsidiaries.
• Management fees represent amounts accrued for management and accounting. Management fees decreased in the current period due to a lower level of activity. In addition, the new CEO did not charge any management fees in the period.
• Professional fees relate to legal and audit services. During the current period, the Company incurred legal fees associated with maintenance of the corporate entity and the sale of CMCD. Legal fees relating to the private placement were offset against the proceeds.
• Gain on settlement of liabilities relates to an agreement to settle a liability due to the Company's former CEO at a discount to the face value of the obligation and, in the third fiscal quarter, the waiving of financing charges by related parties. See Related Party Transactions below .
• Gain on sale of subsidiary primarily reflects the book value of the net liabilities of CMCD, which was sold in March 2020 and which will not need to be settled by the Company.
• Unrealized loss on marketable securities represents the change in market value of the Company's investment in Great Atlantic Resources Corp. based on the closing share price at the period end.

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CERRO MINING CORP.

Management's Discussion and Analysis

Nine Months Ended October 31, 2020

Change in Financial Position

Changes in the Company's financial position since January 31, 2020 are primarily due to:

• The Company received advances of $25,000 from a related party, much of which was used to settle accounts payable.
• The Company completed a private placement that raised gross proceeds of $500,000.
• The Company sold CMCD resulting in a reduction in accounts payable.
• The Company repaid loans.

Liquidity And Capital Resources

The Company finances its operations and capital expenditures with cash generated from equity financings. As of October 31, 2020, the Company had cash of $307,300 (January 31, 2020 - $3,700) and working capital of $249,400 (January 31, 2020 - working capital deficiency of $315,500).

The Company plans to undertake one or more equity financings to finance its future operations but there can be no assurance that the Company will be successful in doing so.

Related Party Transactions

Key management personnel comprise the chief executive officer ("CEO") and chief financial officer ("CFO").

During the period ended April 30, 2020, the Company accrued management fees of $6,000 (2019

• $6,000) to Jason Birmingham, the former president and CEO of the Company. As of April 30, 2020, the Company owed Mr. Birmingham $30,000 (January 31, 2020 - $ 24,000). In June 2020, the Company settled this balance for payment of $12,000 resulting in a gain on settlement of $18,000.

During the period ended October 31, 2020, the Company repaid all loans payable to related parties:

$

• David Eaton, a former director of the Company. The loan did not bear

interest, was unsecured and due on demand.

15,000

• Andrew Bowering, CEO and a director of the Company. The loan bore

interest at 10% per year, was unsecured and due on demand. In
September 2020, Mr. Bowering waived payment of interest and the
Company recorded a gain on settlement of $3,506.	15,000

• Anthony Paterson, a director of the Company. The loan did not bear

interest, was unsecured and due on demand. Mr. Paterson waived
payment of a placement fee of $2,500 in connection with this loan and
the Company recorded a gain on settlement of $2,500 in this regard.	25,000
	55,000

Significant Accounting Policies

The Company's consolidated financial statements have been prepared using accounting policies, judgements and estimates consistent with those used in the financial statements for the year ended January 31, 2020. The Company did not adopt any new accounting policies in fiscal 2021.

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