Management Discussion and Analysis, Ended September 30, 2021

Management's Discussion and Analysis

Third Quarter Ended - September 30, 2021

(Expressed in Canadian dollars, unless otherwise noted)

November 2, 2021

For further information on the Company, 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.com. This 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, 2021, and audited consolidated financial statements for the year ended December 31, 2020, 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 development 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 in 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 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 full PEA report will be filed on SEDAR within 45 days of the press release.

The Company also has a portfolio of exploration properties in Mexico comprising 115,484 hectares in the states of Durango, Oaxaca and Veracruz. The Company owns 74% of Gunpoint Exploration Ltd. ("Gunpoint") which owns the Talapoosa gold project in Nevada ("Talapoosa").

HIGHLIGHTS - THIRD QUARTER 2021

• Cash position of $31.7 million and marketable securities of $1.9 million as at September 30, 2021.
• On July 26, 2021, the Company reported a Preliminary Economic Assessment ("PEA") for the Phase 1 mine plan ("Phase 1") of Metates. Phase 1 evaluates the initial development of Metates as a low cost, scalable heap- leach operation. The PEA demonstrates robust project economics with optionality for expansion into a significantly larger operation.
• On August 30, 2021, the Company filed a National Instrument 43-101 ("NI 43-101") Technical Report titled "Metates Sulphide Heap Leach Project - Phase 1" with an effective date of August 30, 2021 (the "Technical Report"). The Technical Report is available for review on SEDAR (www.sedar.com) and the Company's website (www.chesapeakegold.com).

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COVID-19

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, economies, and financial markets globally.

Since June 2020, the Mexican federal government and the state of Durango lifted the suspension permitting the Company to resume its exploration activities. The Company has adopted proper safety protocols in respect to these regulations and does not expect any significant impact on its operations. Travel between countries is still significantly restricted. However, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations in the future.

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 testwork 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, 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.

Going forward the Company will continue the focus on using the Technology to de-risk and unlock value at Metates. An extensive metallurgical test program is being undertaken over the next 18 months to 2 years. An in-fill drilling program is scheduled in November to improve the geological structural controls, drilling density and provide composite metallurgical samples for variability testing. A prefeasibility study is expected to be completed in late 2022.

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.

Mineral Resource Estimate

The PEA includes a revised mineral resource estimate for the Metates Project and replaces the mineral reserve estimate contained in the Company's updated preliminary feasibility study dated April 29, 2016 ("2016 PFS"). The measured and indicated mineral resource is 1.3 billion tonnes at 0.47 g/t gold and 12.9 g/t silver for 19.8 million ounces of contained gold and 542.0 million ounces of contained silver. Inferred mineral resource is an additional 62.2 million tonnes at 0.32 g/t gold and 9.0 g/t silver for 640,000 ounces contained gold and 18.0 million ounces of contained silver. Table 1 below shows the new resource statement for the Metates project.

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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 Independent Mining Consultants ("IMC") during July 2014. The results of the recent metallurgical core drilling program reported in the news release dated June 28, 2021, have not 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 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
	M
Resource Category	tonnes	(g/t)	(g/t)	(g/t)	(moz)	(moz)
Measured Mineral Resource	395.4	0.79	0.59	15.5	7.44	197.3
Intrusive	103.1	0.98	0.76	16.5	2.52	54.6
Sediment	292.4	0.73	0.52	15.2	4.92	142.7
Indicated Mineral Resource	907.0	0.58	0.42	11.8	12.36	344.7
Intrusive	146.0	0.76	0.60	11.9	2.79	55.9
Sediment	761.1	0.55	0.39	11.8	9.57	288.7

Measured/Indicated Resource	1,302.4	0.65	0.47	12.9	19.80	542.0
Intrusive	249.0	0.85	0.66	13.8	5.32	110.6
Sediment	1,053.4	0.60	0.43	12.7	14.48	431.4

Inferred Mineral Resource	62.2	0.44	0.32	9.0	0.64	18.0
Intrusive	3.4	0.51	0.43	6.0	0.05	0.7
Sediment	58.8	0.44	0.32	9.2	0.60	17.3

Notes:

1. The Mineral Resources have an effective date of May 18, 2021 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 precisel y.
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%.

The Company cautions that the results of the 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 PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

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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.

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 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
	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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