Chesapeake Gold : Management Discussion and Analysis, Ended September 31, 2023

Management's Discussion and Analysis

Third Quarter Ended - September 30, 2023

(Expressed in Canadian dollars, unless otherwise noted)

This Management's Discussion and Analysis for the third quarter ended September 30, 2023 has been refiled to correct minor errors and provide minor disclosure updates following review by the Company's auditor of the financial statements for the third quarter ended September 30, 2023.

December 8, 2023

For further information on the Company, including the Company's Annual Information Form ("AIF"), reference should be made to its public filings on SEDAR at www.sedar.com.Information is also available on the Company's website at www.chesapeakegold.comThis Management's Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2023, and audited consolidated financial statements for the year ended December 31, 2022, and related notes thereto which have been prepared in accordance with International Financial Reporting Standards. The MD&A contains certain forward looking statements, please review the disclaimers that are provided on the last page of the report.

CORPORATE OVERVIEW

Chesapeake Gold Corp. (the "Company") is a exploration and evaluation stage company focusing on the discovery, acquisition and development of major gold-silver deposits in North and South America. The Company trades on the TSX Venture Exchange under the symbol "CKG" and on the OTCQX market in the United States under the symbol CHPGF. The Company has its head office located at 201 - 1512 Yew Street, Vancouver, B.C.

The Company's primary asset is the Metates project ("Metates") located in Durango State, Mexico. Metates hosts one of the largest in-situ undeveloped gold-silver deposits in the Americas. On July 26, 2021, the results of the Preliminary Economic Assessment (the "PEA") were published. The PEA focuses on the application of the sulphide heap leach technology as applied to the Metates project. The PEA has been superseded by the technical report titled "Metates Sulphide Heap Leach Project Phase 1 - Amended NI 43-101 Technical Report Preliminary Economic Assessment" dated January 13, 2023 with an effective date of December 15, 2022 (the "2023 Amended PEA"). The 2023 Amended PEA is available on SEDAR and the Company's website.

The Company also has a portfolio of exploration properties in Mexico comprising 115,484 hectares in the states of Durango, Oaxaca and Veracruz. As at the date of this report, the Company owns 67% of Gunpoint Exploration Ltd. ("Gunpoint") which owns the Talapoosa gold project in Nevada ("Talapoosa"). Gunpoint is publicly traded on the TSX Venture with a ticker symbol of "GUN".

HIGHLIGHTS - THIRD QUARTER ENDED SEPTEMBER 30, 2023

• Cash position of $21.8 million as at September 30, 2023.
• On August 2, 2023 the Company announced that the president and chief executive officer, Alan Pangbourne, will be stepping down from his role at the company effective Nov. 1, 2023, for personal reasons. The press release is available for review on SEDAR (www.sedar.com) and the Company's website (www.chesapeakegold.com).
• On September 6, 2023 the Company provided a metallurgical and mineralogical update for its world-class Metates gold-silver project located in Durango state, Mexico. Since the company's last update in September, 2022 (NR04-2022), its metallurgical work has continued to investigate various parameters to improve the oxidation rates of its sulphide leach technology. The focus has included investigating several ways to accelerate the oxidation kinetics and to understand how to improve and optimize the oxidation rate. The press

.

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release is available for review on SEDAR (www.sedar.com)	and the Company's website
(www.chesapeakegold.com).

CORPORATE STRATEGY

On January 20, 2021, the Company closed the acquisition Alderley Gold Corp ("Alderley Gold") pursuant to a definitive agreement dated December 9, 2020 (the "Agreement") in order to gain access to an innovative precious metals oxidation processing technology (the "Technology").

The Company intends to investigate and develop the Technology's commercial application to Metates. The Company is undertaking extensive metallurgical test work to determine the economic viability of Metates as a heap leach mine operation. If successful, a new potential development approach could be financeable and deliverable by the Company and once operational, expandable as a sulphide heap leach.

During the second quarter of 2021, the Company completed a 2300 metre diamond drilling program to recover large diameter core samples for a comprehensive metallurgical test program. Also, the Company contracted M3 Engineering and Technology to compile a Preliminary Economic Assessment study (the "PEA") that evaluates the sulphide heap leach option for Metates using the Technology. The results of the PEA were published on July 26, 2021. The PEA has been superseded by the 2023 Amended PEA.

Going forward the Company will continue the focus on using the Technology to de-risk and unlock value at Metates. An 18 hole in-fill drill program was completed in 2022 which improved the geological structural controls, drilling density and provided composite metallurgical samples for variability testing. With new drill core, an extensive metallurgical test program is being undertaken.

METATES (Durango State, Mexico)

Overview

Metates is one of the largest, undeveloped disseminated in-situ gold, silver deposits in Mexico. The Metates property is comprised of fourteen mineral concessions totalling 14,727 hectares. The Metates deposit is hosted by Mesozoic sedimentary rocks that have been intruded by a quartz latite body up to 300 metres thick and 1,500 metre long. Mineralization occurs in two zones: the Main Zone which is centered around the intrusive and the North Zone, within the sediments including conglomerate, sandstone and shale. The gold-silver mineralization occurs as sulphide veinlets and disseminations in both the intrusive and sedimentary host rocks.

Updated Mineral Resource Estimate - 2023

The updated mineral resource estimate for the Metates Project replaces the mineral reserve estimate contained in the Company's 2023 Amended PEA. The measured and indicated mineral resource is 921.2 million tonnes at 0.57 g/t gold and 14.3 g/t silver for 16.8 million ounces of contained gold and 423.0 million ounces of contained silver. Inferred mineral resource is an additional 139.5 million tonnes at 0.47 g/t gold and 13.2 g/t silver for 2.13 million ounces contained gold and 59.0 million ounces of contained silver. Table 1 below shows the new resource statement for the Metates project.

The mineral resource is broadly divided into intrusive hosted and sediment hosted mineralization. In terms of measured and indicated mineral resource tonnes, about 80% of the resources are sediment hosted and 20% intrusive hosted. The mineral resources are based on a block model developed by Mr Marc Jutras P.Eng., M.A.Sc, Principal, Mineral Resources of Ginto Consulting Inc. . All drill results including the recent metallurgical core drilling programs reported in the news releases dated June 28, 2021, February 15, 2022 and most recently April 27, 2022, have been included in this block model.

The measured, indicated, and inferred mineral resources reported are contained within a floating cone pit shell, and are compliant with the "reasonable prospects for economic extraction" requirements of National Instrument 43-101

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Standards of Disclosure for Mineral Projects ("NI 43-101"). The mineral resource cone shell is based on a gold price of US$1,600 per ounce and silver at US$20 per ounce.

Table 1: Metates Mineral Resource Statement

			Gold
			Eq.	Gold	Silver		Gold	Silver
	Mt
Resource Category	tonnes		(g/t)	(g/t)	(g/t)		(moz)	(moz)
Measured Mineral Resource	31.1		1.10	0.86	18.1		0.86	18.1
Intrusive	19.8		1.27	1.02	18.7		0.65	12.0
Sediment	11.3		0.79	0.57	17.1		0.20	6.2
Indicated Mineral Resource	890.1		0.75	0.56	14.2		15.91	405.1
Intrusive	175.9		0.91	0.74	12.7		4.16	71.9
Sediment	714.20		0.71	0.51	14.5		11.76	333.2
Measured/Indicated Resource	921.2		0.76	0.57	14.3		16.77	423.2
Intrusive	195.7		0.94	0.76	13.3		4.81	83.8
Sediment	725.4		0.71	0.51	14.6		11.96	339.4
Inferred Mineral Resource	139.5		0.65	0.47	13.2		2.13	59.0
Intrusive	22.6		0.80	0.67	9.9		0.47	7.2
Sediment	116.9		0.62	0.44	13.8		1.64	51.8

Notes:

1. The Mineral Resources have an effective date of January 28, 2023 and the estimate was prepared using the definitions in CIM Definition Standards (May 10, 2014).
2. All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely.
3. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
4. Mineral Resources are based on prices of US$1600/oz gold and US$20/oz silver.
5. Mineral Resources are based on a gold equivalent cut off grade of 0.26 g/t.
6. The gold equivalent value is calculated as follows:
   Gold Equivalent (g/t) = Gold (g/t) + Silver (g/t) / 74.67, based on gold recovery of 70% and silver recovery of 75%.

7. "Mt tonnes" = million metric tonnes; "g/t" = grams per metric tonne; "moz" = million troy ounces contained

The 2023 Amended PEA has not incorporated this new mineral resource estimate.

The following summary information about the metates project is all sourced from the 2023 Amended PEA.

The Company cautions that the results of the 2023 Amended PEA are preliminary in nature and include inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them to be classified as mineral reserves. There is no certainty that the results of the 2023 Amended PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Mining and Processing

The Metates mine will be a conventional open pit operation. The mining is planned to be conducted by contractors. Mine operations will consist of conventional drilling, blasting, loading and hauling with large off-road trucks, hydraulic shovels and wheel loaders. Plant feed will be delivered to the primary crusher and waste to various waste storage facilities. The mine plan for this study only considered the higher grade intrusive hosted mineralization as potential plant feed. There will be a stockpile for sedimentary hosted resource that is not considered plant feed for the first phase of the operation. A low-grade stockpile facility has been sited to store marginal grade intrusive material for processing at the end of commercial pit operations. A support fleet of track dozers, rubber-tired dozers, motor graders, and water trucks is budgeted to maintain the working areas of the pit, waste storage areas, and haul roads.

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The site layout features a very compact layout with all the major infrastructure located at or near site. A water diversion tunnel is required upstream of the mine and a water reservoir will be constructed below the site to supply water for the operations. Power will come to site via a connection to a nearby substation and allow power to be supplied from the national grid. All the major mining, waste dumps, stockpiles and leach pads are located in one watershed. The mine plan consumes significantly less power and water than a conventional sulphide flow sheet with a very low environmental footprint.

A mine plan was developed to supply plant feed to a conventional three stage crushing plant with the capacity to process 15,000 tpd. After crushing to 80% minus ½ inch the material is agglomerated in alkaline solution and placed on a "on- off" pad to allow it to oxidize for up to 180 days. Oxidation solutions are continuously regenerated to maintain the alkalinity and remove sulphate build up.

The oxidized material is then transferred to a permanent pad for conventional cyanide leaching in multiple lifts resulting in gold and silver recoveries of 70% and 75% respectively.

Gold and silver bearing solutions from the permanent pad will be collected and processed in a conventional Merrill Crowe plant to recover the gold and silver.

Precipitate from the Merrill Crowe plant will be smelted on-site into Dore and shipped off site for final refining. The barren solution will be recharged with cyanide and returned to the gold and silver permanent leach pads.

Selected operating and production statistics from the 2023 Amended PEA are presented in Table 2.

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Table 2: Estimated PEA Operating and Production Parameters
		Operating Metrics
	Material Mined			Life of Mine ("LOM")
	Total Material Mined From Pit (K tonnes)				533,998
	Direct Feed To Process (K tonnes)				127,294
	Low Grade Stockpile (K tonnes)				38,797
	Waste Rock (K tonnes)				367,907
	Strip Ratio (Low Grade as Ore)				2.22
	Average Stacking Rate (K tonnes/yr)				5,358
	Average Processed Grades		Years	Years		Years	LOM
		1-10	11-20		21-31	Avg.
	Gold (g/t)		0.859	0.931		0.511	0.756
	Average Processed Grades		Years	Years		Years	LOM
		1-10	11-20		21-31	Avg.
	Silver (g/t)		23.18	11.22		12.75	15.71
	Average Annual Production		Years	Years		Years	LOM
		1-10	11-20		21-31	Avg.
	Gold (K oz.)		104.8	114.7		57.1	91.1
	Silver (K oz.)		3,004	1,467		1,598	2,030

Initial Capital Costs Summary

The initial capital costs, including contingency are estimated at $359 million. A significant reduction from the 2016 PFS and reflects the smaller starter mine and compact site supported by nearby infrastructure including close proximity to the national grid and water source.

A summary of estimated initial capital costs is presented in Table 3.

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Table 3: Summary of PEA Initial Capital Costs
	Summary of Initial Capital Costs
		Cost
		$000
	Metates Site
	Mining Equipment & Mine Development	$18,713
	Crushing & Conveying	$36,104
	Ponds & Pads	$28,404
	Reagent/Regeneration System	$11,677
	Merrill-Crowe & Refinery	$9,124
	Subtotal	$104,022
	Infrastructure
	General Site/Earthworks/Access Roads	$106,069
	Electric Power	$7,851
	Water Supply	$7,380
	Ancillaries & Buildings	$11,121
	Subtotal	$132,421
	Freight, Taxes & Duties	$4,060
	Total Direct Field Cost	$240,503
	Indirects-EPCM, Commissioning & Spares	$32,047
	Total On Site Constructed Cost	$272,550
	Contingency	$63,459
	First Fills	$6,000
	Owner's Cost	$17,200
	Total Initial Capital Cost	$359,209
Operating Costs Summary

Cash costs and AISC per payable gold ounce are non-IFRS financial measures. Please see "Cautionary Note Regarding Non-IFRS Measures".

Total estimated operating costs in the 2023 Amended PEA are presented in Table 4.

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Table 4: Summary of PEA Operating Costs
		LOM Average	$/Au Oz.
		US$/t processed	Production
	Metates Site
	Mining (including rehandle)	$7.51	$441.70
	Processing (Crushing, Stacking, Oxidation, Leach, Merrill-Crowe)	$8.05	$473.65
	Site Support	$1.41	$82.69
	Profit Sharing	$1.32	$77.74
	Total Operating Cost	$18.29	$1,075.78
	Royalties (0.5% NSR & 7.5% Gov't EBITDA Royalty)	$1.45	$85.35
	Doré Treatment Charges	$0.17	$10.15
	By-Product Credit (Silver)	($8.25)	($485.31)
	Total Cash Cost	$11.66	$685.97
	Sustaining Capital, Reclamation & Closure	$1.06	$62.49
	AISC	$12.72	$748.46

Financial Analysis

The financial analysis presented in Table 5 with the key financial assumptions.

Table 5: Key PEA Financial Values

Metal Price Assumptions	Low Case	Base Case	Spot
Gold ($/oz.)	$1,360	$1,600	$1,786
Silver ($/oz.)	$19	$22	$26
USD:CDN Exchange Rate $		1:1.25
USD:MEX Exchange Rate $		1:20.05
Unlevered Pre-Tax Economic Indicators
NPV @ 5% (C$M)	$896	$1,427	$1,906
NPV @ 5% (US$M)	$717	$1,142	$1,525
IRR %	25.3	35.4	45.2
Payback (years)	3.4	2.5	2.0
Levered After-Tax Economic Indicators1
NPV @ 5% (C$M)	$506	$850	$1,160
NPV @ 5% (US$M)	$405	$680	$928
IRR %	26.9	41.2	56.1
Payback (years)	3.4	2.2	1.6

Notes:

The Company expects to debt finance a significant portion of development costs. The levered economics assume initial capital is 60% debt financed at an annual interest rate of 7%, an upfront financing fee of 3%, and a seven-year term post commencement of commercial production with a balloon payment of 30% of the principal at maturity.

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The following table represents the project to date exploration expenditures on Metates:

(tabled amounts are expressed in thousands of CAD		Nine months ended			Year ended
	September 30,			December 31,		Project to date
dollars)
	2023			2022
Acquisition from American Gold in 2006	$	-		$	-	$	20,213
Concession		-			316		1,362
Assay		66			77		1,647
Community, taxes, camp and supplies		123			409		6,339
Drilling		1			1,344		8,193
Environmental		36			120		213
Geological and engineering		443			1,133		28,928
Travel & other		63			86		1,484
License and evaluation of technical		-			-		45,128
feasibility
Other		-			-		11,914
Total additions	$	732		$	3,485	$	125,421

During the nine months ended September 30, 2023, the Company incurred mineral exploration expenses of $0.7 million on Metates. Most of the expenditure were related to infill drilling to confirm higher grade and metallurgical testwork.

Since acquisition, the Company has spent $125.4 million exploring and advancing Metates.

Cancellation of San Vicente 3 Mineral Concession

In 2023, the Company became aware that the Dirección General del Minas of Mexico (the "DGM") cancelled the San Vicente 3 mineral concession. The San Vicente 3 mineral concession is one of 12 mineral concessions comprising the Metates property, representing 700 hectares of the 4,260 hectares in the Metates project, and encompasses a portion of the Metates mineral resource. On May 3, 2023, the Company initiated legal proceedings with the Federal Court of Administrative Justice in the state of Durango, Mexico against the DGM in response to the cancellation of the San Vicente 3 mineral concession by the DGM.

On January 26, 2023, the DGM cancelled the San Vicente 3 mineral concession on the basis that the Company did not provide adequate evidence to support the Company's performance of the exploration work required to maintain the concession. The Company's legal position, supported by external Mexican counsel, is that the work required to maintain the concession was conducted on the property and appropriate evidence was submitted to the DGM to substantiate the work. The Company's Mexican legal counsel has initiated legal proceedings against the DGM with the Federal Court of Administrative Justice in the state of Durango to contest the legality of the cancellation of the San Vicente 3 mineral concession on the grounds that (1) the DGM failed to comply with mandated cancellation procedures in accordance with applicable legislation, and (2) the DGM determined, erroneously, that evidence submitted in support of the exploration work was insufficient.

While the Company is confident that it will be successful in reinstating its ownership of the concession, there can be no assurance of this. In the event the Company is unsuccessful, the current resource estimate and the mine development plan for Metates as proposed in the Company's 2023 Amended PEA would be materially affected and the Company's ability to develop the Metates project may be materially affected. Reliance on the 2023 Amended PEA is therefore contingent on the outcome of the litigation.

REGIONAL EXPLORATION

During 2020 - early 2021, the Company completed the regional exploration on the eastern flank of Metates. Three gold-silver prospects, Crisy, San Javier and Cerro Pelon, were explored within different regional structural settings

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associated with intermediate composition intrusive rocks. San Javier and Cerro Pelon Projects were dropped due to exploration results.

In 2021, the Company carried out a follow-up mapping and channel sampling program on the Lucy gold skarn project in Sinaloa state.

During the nine months ended September 30, 2023, the Company spent $0.82 million (2022 - $0.20 million) on regional exploration. At the Sundae Project, geological mapping was finished, the environmental permit for drilling was received and a drilling rig was mobilized to core drilling during March 2023. Four drillholes totalling 1320 meters were drilled in Sundae ending at the end of April 2023. 68 core samples were sent to the laboratory. Unfortunately, the drilling did not find quartz veins with economic precious metals values at depth in the Sundae epithermal system. Remediation of the drilling sites was carried out in May 2023.

At the Lucy project, geological mapping, a second rock-saw channel sampling program was carried out over 170 meters of the previously hand channel sampled trenches. The assay results returned similar or better gold values in the gold skarn zone. The environmental permit for drilling was received in Q1. During June 2023 the landowners' permits were granted and the core drilling rig was mobilized to Lucy. A 1700 meter core drilling program began during the last week of June 2023. During the third quarter, 14 core drillholes totalling 1710 meters were drilled at Lucy which had resulted in the discovery of a high-grade gold mineralization zone.

On October 3, 2023, the Company announced that is had made a significant gold discovery at its Lucy project located in central Sinaloa, Mexico. In total, 14 holes were completed in the 2023 campaign, with approximately 1,710 metres drilled.

During the Q1 2023 a rock-soil sampling program was initiated at the Nicole Project. Several gold-silver anomalous zones were defined and will be followed up this year. During June 2023, a report to apply for a drilling environmental permit was received from an Environmental firm in Durango, Mexico. During the third quarter, the Nicole Environmental report was technically and legally revised to be presented to Mexican Environmental Agency (Semarnat).

OTHER EXPLORATION PROJECTS

EL DURAZNITO (Durango State, Mexico)

On March 3, 2020, the Company announced an option to acquire a 100% interest in the El Duraznito gold-silver project ("El Duraznito") located near the town of Tayoltita in Durango State, Mexico. El Duraznito is located about 18 kilometers east of First Majestic Silver Corp.'s San Dimas Mine ("San Dimas"). At present, Chesapeake has an option agreement over one of El Duraznito Claims ("Teresa"). The Company will provide US$78,000 in staged payments over 3 years to earn 60% of the rights. After completion of the Feasibility Study, Chesapeake will pay to the Teresa Owners US$100,000 to earn an additional 20% interest in the project. Upon commencement of the Mine Construction, the Company will have acquired 100% interest in the Teresa claim with a final US$150,000 final payment. During 2022 the Teresa option agreement continued in good standing. However, the payment for 2023 is on standby pending of legal resolutions between the owner and the Mexican Mines Office (DGM).

The El Duraznito Project second claim agreement is still being finalized.

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TATATILA (Veracruz State, Mexico)

In 2007, the Company acquired through purchase and staking the Tatatila project ("Tatatila") in Veracruz State. The Company acquired seven concessions comprising 2,767 hectares for US$56,000 from the CRM, a mining division of the Mexican government. The Company also staked one concession comprising 13,902 hectares. The Tatatila concessions surround Mexican Gold Corp's ("Mexican Gold") Las Minas project ("Las Minas"). Mexican Gold reported a resource estimate of 304,000 gold equivalent ounces (gold-silver-copper) at a grade of 1.9 g/t gold equivalent and an inferred resource of 719,000 gold equivalent ounces at a grade of 2.17 g/t gold equivalent. Mexican Gold has commenced a 10,000 metre drill program to expand and upgrade the current resource for a preliminary economic assessment as well as to test other exploration targets.

The Company undertook a follow-up exploration program to determine the potential extension of the Las Minas skarn zones along regional limestone-intrusive contracts and associated structural trends. Rock chip sampling and a magnetics geophysical survey discovered four gold-copper-zinc mineralized skarn bodies along a three-kilometre southeast trending corridor from Las Minas. Generative exploration has discovered additional mineralized skarn zones along an irregular five-kilometre northeast trending intrusive-limestone corridor. During 2023 the Tatatila Project is in standby.

GUNPOINT EXPLORATION PROJECTS

TALAPOOSA (Nevada, USA)

On November 26, 2010, Gunpoint acquired from the Company a 100% interest in Talapoosa located in Lyon County, Nevada. Talapoosa is a low-sulphidation gold/silver property in the Walker Lane gold trend of western Nevada, approximately 45 kilometres east of Reno. Talapoosa consists of 535 unpatented lode mining claims and seven additional fee land sections which cover 14,780 hectares.

Talapoosa has a NI 43-101 compliant resource estimate (April 2013) hosting a measured (0.6 million) and indicated resource (0.4 million) of 1.0 million ounces of gold (31.2 million tons at a grade of 0.032 oz/t AuEq) and an inferred resource of 233,532 ounces of gold (11.2 million tons at a grade of 0.021 oz/t AuEq) using a cut-off of 0.015 oz/t gold equivalent.

On September 28, 2022, Gunpoint signed an option and earn-in agreement (the "Newcrest Agreement") with Newcrest Resources Inc., a wholly-owned subsidiary of Newcrest Mining Limited, ("Newcrest") to explore Gunpoint's Appaloosa property ("Appaloosa"), located in Nevada, USA. Appaloosa is an underexplored 7 kilometer long mineralized structural zone situated within Talapoosa. Under the terms of the Newcrest Agreement, Newcrest has the right to acquire, in multiple stages, up to a 75% interest in Appaloosa for cumulative exploration and development expenditures of US$35 million, cash payments totaling US$5 million to Gunpoint and completing a minimum indicated resource estimate of 1.0 million gold ounces.

Stage	Payment (in '000)	Expenditure		Newcrest Interest %	Time Schedule
Investigation	$321	-		-	Until January 21, 2023
	(US$250 received)
Option Phase	US$750 (received)	US$2,000,000*		-	18 months
Stage 1	US$1,500	US$10,000,000		51%	3 years
Stage 2**	US$1,000	US$23,000,000		65%	3 years
Stage 3	US$1,500	Minimum	mineral	75%	2 years
		resource estimate of 1.0
		million gold ounces

*Minimum expenditure commitment required by Newcrest if it elects to enter into the Option Phase

**If Newcrest elects to terminate Stage 2 or does not earn the additional 14%, Newcrest's interest in Appaloosa will decrease to a 49% interest

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