Friday Dog : YE January 31, 2021

CERRO MINING CORP.
Management's Discussion and Analysis
For the Year Ended January 31, 2021
Introduction ...................................................................................................................................	1
Forward-Looking Statements........................................................................................................	1
Description of Business and Business Outlook ............................................................................	2
CAIR by David Cosmetics Inc.......................................................................................................	2
About CAIR by David Cosmetics Inc.........................................................................................	2
The Transaction ........................................................................................................................	2
CAIR by David Cosmetics Inc. Convertible Debenture Offering ...............................................	3
Conditions of Closing of the Transaction ..................................................................................	3
Related Party Transactions .......................................................................................................	3
Shareholder Approval ...............................................................................................................	3
Resulting Issuer Board of Directors and Officers ......................................................................	4
Sponsorship ..............................................................................................................................	4
Mineral Properties.........................................................................................................................	4
Lajitas (Dorado) Claim Group ...................................................................................................	4
Sale of CMCD ...........................................................................................................................	4
Financial .......................................................................................................................................	5
Selected Financial Data ............................................................................................................	5
Results of Operations................................................................................................................	6
Results of Operations - Fourth Quarter ....................................................................................	7
Liquidity And Capital Resources ...............................................................................................	7
Related Party Transactions .......................................................................................................	7
Significant Accounting Policies .................................................................................................	8
Capital Disclosures ...................................................................................................................	8
Financial Instruments ................................................................................................................	8
Share Capital ................................................................................................................................	9
Private Placement .....................................................................................................................	9
Warrants....................................................................................................................................	9
Outstanding Share Data............................................................................................................	9
Risks And Uncertainties..............................................................................................................	10
Approval......................................................................................................................................	11

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

AC/8008898.3

CERRO MINING CORP.

Management's Discussion and Analysis

Year Ended January 31, 2021

INTRODUCTION

This MD&A was prepared as of May 31, 2021 and should be read in conjunction with the Cerro Mining Corp.'s ("Cerro" or the "Company") audited consolidated financial statements and related notes for the year ended January 31, 2021. This MD&A is intended to provide the reader with a review of the Company's performance for the year ended January 31, 2021 and through to the date of this report, and the factors reasonably expected to impact future operations and results. This MD&A contains forward-looking statements that are subject to risk factors set out above.

The Company's audited consolidated financial statements for the year ended January 31, 2021 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") using accounting policies consistent with IFRS as issued by the IASB and interpretations of the International Financial Reporting Interpretations Committee.

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 plan to complete the proposed transaction with CAIR by David Cosmetics Inc.;
• the business and outlook of CAIR by David Cosmetics Inc;
• the expected timing and terms of the proposed transaction;
• the number of securities of the Company that may be issued in connection with the proposed transaction; and
• the ability to complete the proposed transaction and obtain all required shareholder and regulatory approvals for closing of the proposed transaction.

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 year that are reasonably likely to cause actual results to differ materially from material forward-looking information that the Company previously disclosed.

1

AC/8008898.3

CERRO MINING CORP.

Management's Discussion and Analysis

Year Ended January 31, 2021

DESCRIPTION OF BUSINESS AND BUSINESS OUTLOOK

The Company is a public company and its shares are listed on the NEX board of the TSX Venture Exchange (the "TSXV") 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. The Company's principal place of business is 1030 West Georgia Street - Suite 1507, Vancouver, BC, V6E 2Y3.

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. The board and management plans to enter into a transaction with CAIR by David Cosmetics Inc. as described below, but the proposed transaction is subject to several conditions precedent and there can be no assurance that the proposed transaction will complete as described below or at all.

CAIR BY DAVID COSMETICS INC.

In February 2021 the Company entered into a non-binding letter of intent with CAIR by David Cosmetics Inc. ("CbD"), a Los Angeles-based company focused on a premium hair care and pet care products business. The Company proposes to acquire all of the issued and outstanding common shares of CbD (the "CbD Shares") by way of a three-cornered amalgamation (the "Transaction") that will permit the Company to relist its common shares on Tier 2 of the TSXV. The resulting entity from the Transaction (the "Resulting Issuer") will continue the business of CbD summarized below.

About CAIR by David Cosmetics Inc.

CbD is a Los Angeles-based consumer brand company founded by David Babaii, a former celebrity hairstylist, entrepreneur, and philanthropist. CbD is commercializing a science-driven formulation portfolio of personal and pet care products which use natural, non-toxic ingredients, and cruelty-free testing. The first products to be rolled out as part of CbD's diversified product portfolio will be its Blu & Floyd pet care merchandise, with women's, men's and children's personal care products to follow.

The Transaction

The Transaction is expected to be completed by way of a three-cornered amalgamation among Cerro, CbD and a subsidiary to be incorporated which will be wholly owned by Cerro ("Cerro Subco"). Pursuant to the Transaction, CbD will amalgamate with Cerro Subco and the holders of CbD Shares will receive one common share of the Resulting Issuer (a "Resulting Issuer Share") for every one CbD Share held. CbD is in the process of consolidating its issued and outstanding CbD Shares on the basis of one post-consolidation CBD Share for every two pre-consolidation CbD Shares. It is expected that approximately 42,996,500 Resulting Issuer Shares (assuming conversion of all outstanding CbD convertible securities) will be issued to the current shareholders of CbD as consideration for all of the issued and outstanding CbD Shares pursuant to the amalgamation. The amalgamated company will become a wholly owned subsidiary of the Resulting Issuer and the business of the Resulting Issuer will be the business of CbD. On closing of the Transaction, Cerro will change its name to "CAIR by David Holdings Inc." or such other name as agreed to by the parties.

In May 2021, the Company completed an offering of subscriptions receipts raising gross proceeds of $10,109,000 by the issuance of 20,218,000 subscription receipts at a price of $0.50 per subscription receipt (the "Concurrent Financing"). The gross proceeds of the Concurrent Financing have been deposited into escrow with Computershare Trust Company of Canada and will be held in escrow pending satisfaction or waiver of escrow release conditions including, among others, receipt of approval by the TSXV and approval by Cerro's disinterested

2

AC/8008898.3

CERRO MINING CORP.

Management's Discussion and Analysis

Year Ended January 31, 2021

shareholders of the acquisition by Cerro of all of the issued and outstanding common shares of CbD by way of the three-cornered amalgamation described above. When the escrow release conditions have been satisfied, the subscription receipts will result in the issuance of an additional 20,218,000 common shares of the Company.

In connection with the closing of the initial tranche of the Concurrent Financing, the Company has agreed to pay finder's fees totalling $263,670 which is equal to 6% of the amount of proceeds raised in the Concurrent Financing from purchasers introduced to Cerro by the finders. The finder's fees will be paid when the escrow release conditions have been met and the escrowed funds have been released to Cerro.

The Transaction will constitute a reverse takeover transaction and reactivation pursuant to the policies of the TSXV. Upon completion of the Transaction, the Resulting Issuer Shares will be listed on the TSXV as a Tier 2 industrial issuer.

CAIR by David Cosmetics Inc. Convertible Debenture Offering

In connection with the Transaction, CbD completed an offering of unsecured convertible debentures of CbD for gross proceeds of $6,300,000. The debentures will mature on April 23, 2022 and bear interest rate at 8% per year and, subject to certain terms and conditions, will be convertible into up to 18,000,000 common shares of CbD based on a deemed conversion price of $0.35 per share.

Conditions of Closing of the Transaction

Completion of the Transaction is subject to approval by the TSXV and several conditions, including, among others, satisfactory due diligence by Cerro related to CbD, the parties entering into a definitive amalgamation agreement ("Amalgamation Agreement") and other terms set out in the Company's February 8, 2021 news release.

Related Party Transactions

Andrew Bowering, director and chief executive officer of the Company, is also a shareholder, director and the chief financial officer of CbD. Mr. Bowering currently owns 3,262,500 CbD Shares. Anthony Paterson, a director of the Company, is also a shareholder of CbD and currently owns 1,150,000 CbD Shares. The Transaction is therefore considered a 'related party transaction' for the purposes of Multilateral Instrument 61- 101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements provided under MI 61-101.

As compensation for the introduction of CbD to Cerro by a finder, the Company will issue to the finder 1,750,000 common shares at closing of the Transaction. The finder is not a Non-Arm's Length Party (as such term is defined in the policies of the TSXV) of the Company. The finder's fee is subject to approval of the TSXV.

Shareholder Approval

If required by the TSXV, the Company will hold a special meeting of the shareholders of Cerro (the "Cerro Meeting") to seek approval of the Transaction by its disinterested shareholders, present in person or represented by proxy at the Cerro Meeting, holding more than 50% of the issued and outstanding common shares of Cerro. The votes of non-arm's length parties (within the meaning of TSXV policies) will be excluded, including the votes of Andrew Bowering, director and CEO of the Company, and Anthony Paterson, a director of the Company, and their respective associates (within the meaning of TSXV policies). The Company will deliver a management information circular to its shareholders, which will contain details regarding the Transaction, CbD, the CbD debenture offering, and the Concurrent Financing, among other things. The Company

3

AC/8008898.3

CERRO MINING CORP.

Management's Discussion and Analysis

Year Ended January 31, 2021

will also file the management information circular under the Company's issuer profile on SEDAR at www.sedar.com.

At a special meeting of the shareholders of CbD (the CbD Meeting) to be held in accordance with the BCBCA, CbD will seek approval of the Transaction by special resolution passed by the holders of at least 66-2/3% of the issued and outstanding CBD shares present in person or represented by proxy.

In connection with the Transaction, CbD will use its commercially reasonable efforts to cause the directors, officers and significant shareholders of CbD identified by Cerro to enter into voting support agreements pursuant to which they will, at the CbD Meeting, agree to vote in favour of the Transaction.

Resulting Issuer Board of Directors and Officers

On completion of the Transaction, the board of the Resulting Issuer will comprise five directors. It is expected that the directors and officers of the Resulting Issuer will be the following persons:

• David Babaii, Director and Chief Executive Officer
• Brian Ast, Chief Financial Officer
• Andrew Bowering, Director
• David Velisek, Director
• Anthony Paterson, Director
• Ravinder Kang, Director
• Kelly Willet, Chief Operating Officer
• Ariel Foxman, Chief Branding Officer

Sponsorship

Sponsorship of the Transaction may be required by the TSXV unless an exemption or waiver from this requirement can be obtained in accordance with the policies of the TSXV. Cerro intends to apply for a waiver of the sponsorship requirement; however, there is no assurance that a waiver from this requirement can or will be obtained.

Readers are cautioned that, except as disclosed in the filing statement or management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

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 and its subsidiary Sociedad Minera Capella Limitada (collectively "CMCD"), which was sold by the Company 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

4

AC/8008898.3