Emergent Metals : 2023 2nd Quarter MD&A’s

EMERGENT METALS CORP. (FORMERLY EMGOLD MINING

CORPORATION)

(AN EXPLORATION STAGE COMPANY)

MANAGEMENT'S DISCUSSION AND ANALYSIS

SIX MONTH ENDED JUNE 30, 2023 and 2022

STATED IN US DOLLARS

DATED: AUGUST 24, 2023

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Table of Contents
To Our Shareholders	3
Overview	4
Results of Operations	19
Financial Data for the Last Eight Quarters	220
Exploration and Evaluation Expenditures	220
Liquidity	253
Business Update (Subsequent Events)	253
Off Balance Sheet Arrangements	264
Proposed Transactions	264
Outstanding Share Data	264
Transactions with Related Parties	264
Changes in Accounting Policies	275
Financial Instruments	275
Risk Factors	275
Financial and Disclosure Controls and Procedures	28
Investor Relations Activities	28
Approval	28
Caution On Forward-Looking Information	28
On behalf of the Board of Directors	29

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TO OUR SHAREHOLDERS

The following information should be read in conjunction with the audited consolidated financial statements of Emergent Metals Corp. (formerly Emgold Mining Corporation) ("Emergent" or "the Company") for the year ended December 31, 2022, and the unaudited condensed interim consolidated financial statements for the six-months ended June 30, 2023, and the related notes attached thereto, all of which were prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are expressed in U.S. dollars unless otherwise indicated.

Technical aspects of this document have been reviewed and approved by David Watkinson, P.Eng., a Qualified Person (QP) under National Instrument 43-101.

Certain statements included herein may constitute forward-looking statements, such as estimates and statements that describe our future plans, objectives, or goals, including words to the effect that we expect, or management expects, a stated condition or result to occur. Such forward-looking statements are made pursuant to the safe harbour provisions of the United States Private Securities Litigation Reform Act of 1995. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The following list specifies a variety of factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements.

Subject to applicable law, the Company expressly disclaims any obligation to revise or update forward-looking statements in the event actual results differ from those currently anticipated. Actual results relating to exploration, mining, processing, manufacturing, and reclamation activities including results of exploration, mineral resource and reserve determination, results of operations, and results of reclamation, as well as associated capital and operating costs could differ materially from those currently anticipated. Actual results could differ materially from those anticipated in such statements by reason of factors such as changes in general economic conditions and conditions in the financial markets, changes in demand, and changes in prices for the products that may be produced. Other factors that may affect actual results include the litigation, legislative, environmental, and other judicial, regulatory, political, and competitive developments in domestic and foreign areas in which we operate, such as technological and operational difficulties encountered in connection with our activities, productivity of our resource properties, labour relations matters, labour costs, material and equipment costs and changing foreign exchange rates. Further information regarding these and other factors is included in our filings with Canadian provincial securities regulatory authorities (which may be viewed at www.sedar.com).

The table below sets forth the most significant forward-looking information included in this quarterly MD&A:

Forward-Looking Information	Key Assumptions	Most Relevant Risk Factors
Future funding for ongoing operations	The Company will be able to raise these funds	The Company has disclosed that this may be
		difficult and failure to raise these funds will
		materially impact the Company's ability to
		continue as a going concern

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OVERVIEW

Emergent is a junior gold exploration company focused on Nevada and Quebec. The Company's strategy is to look for strategic asset acquisitions, add value to those assets through re-interpretation of historic data and modern exploration, and attempt to monetize those assets through sale, joint ventures, option, royalty, and other business transactions to advance the Company and create value for our shareholders (and acquisition and divestiture business model)). As of June 30, 2023, our properties include:

• Golden Arrow, NV
• New York Canyon, NV
• Buckskin Rawhide East, NV
• Buckskin Rawhide West, NV
• Koegel Rawhide, NV
• Mindora, NV
• Casa South Property, QC
• Trecesson Property, QC

Emergent has a 1% NSR interest in the Troilus North Property, QC and a 1% NSR in the East-West Property, QC. For more information on the Company, investors should review the Company's filings that are available at www.sedar.comor the Company's website at www.emergentmetals.com.

Golden Arrow Property, Nevada

The Golden Arrow Property ("Golden Arrow" or the "Property") is located approximately 40 miles east of Tonopah in Nye County, Nevada. The Property consists of 494 unpatented and 17 patented lode mineral claims covering an area of approximately 10,000 acres (4,050 hectares). It is an advanced-stage exploration property with a comprehensive exploration database including geochemical sampling, geophysics, and over 200,000 feet (61,000 meters) of reverse circulation and diamond core drilling.

To date, two main exploration targets have been drilled on the Property focusing on bulk disseminated mineralization

• the Gold Coin and Hidden Hill deposits. Numerous other targets have been identified for exploration. Emergent's management believes there is potential to expand both the Hidden Hill and Gold Coin resources and for discovery of other bulk disseminated mineralization on the Property. In addition, historic underground mine workings lie along the Page Fault and other structures on the Property indicating potential for vein style mineralization. They have been subject to limited modern exploration, if any, to evaluate their potential. New exploration targets to the south of Hidden Hill and Gold Coin were identified by geophysics and soil sampling conducted in 2021.

On July 18, 2017, the Company announced a Letter of Intent to option and acquire the Property from Nevada Sunrise Gold Corporation ("Nevada Sunrise"; TSXV: NEV). This was replaced by the First Amended Letter of Intent dated December 27, 2017. Conditional approval from the TSX Venture Exchange for the option and acquisition was announced via press release on January 23, 2018, subject to Emergent completing various requirements to obtain approval for the transaction. This First Amended Letter of Intent was subsequently replaced by a Second Amended Letter of Intent dated July 13, 2018.

The terms of the Second Amended Letter of Intent provided that, subject to the satisfaction of certain conditions, including TSXV acceptance and the entry into a definitive sale and option agreement between Nevada Sunrise and Emergent, Emergent would acquire a 51 percent interest in the Golden Arrow Property by (i) making cash payments to Nevada Sunrise in the aggregate amount of CDN$100,000; and (ii) issuing to Nevada Sunrise 2,500,000 common shares in the capital of Emergent. The Second Amended Letter of Intent further provides that Nevada Sunrise would grant to Emergent (or a wholly owned subsidiary of Emergent) the sole and exclusive right and option (the "Option") to acquire an undivided additional 49 percent (for a total of 100 percent) interest in the Property, which would be exercisable by

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Emergent for a period of 24 months from the Closing Date (the "Option Period") by Emergent issuing to Nevada Sunrise an additional 2,500,000 common shares in the capital of Emergent.

Emergent would be responsible for all exploration expenditures, including claims fees, core and sample storage fees, and all holding costs during the Option Period. Emergent will be the operator of the Property during the Option Period. If the Option is not exercised, the Parties would form a Nevada joint venture (the "Joint Venture"). The Joint Venture would be established as a separate company or using an existing subsidiary of Emergent or Nevada Sunrise, with 51% of the shares of the Joint Venture entity owned by Emergent, 49% owned by Nevada Sunrise and Emergent acting as the Operator of the Joint Venture. After forming the Joint Venture, if either Party elects not to contribute to the Joint Venture and its interest falls below 10% ownership at any time (the "Diluted Party"), the other Party would have the option of purchasing the Diluted Party's remaining interest in the Joint Venture for $1,000,000.

On September 27, 2018, Emergent filed a Technical Report titled "Amended 2018 Updated Technical Report on the Golden Arrow Project, Nye County, Nevada, U.S.A." prepared for Emergent Metals Corp. and Nevada Sunrise Gold Corporation by Steven Ristorcelli, C.P.G., Odin D. Christensen, PhD, C.P.G., and Jack McPartland, M.M.S.A available under the Company's filings on www.sedar.com.The Report was prepared by Mine Development Associates, Reno Nevada and has an effective date of August 28, 2018 and report date of September 24, 2018. The Technical Report discloses a mineral resource, which particulars are set out in the table below. The mineral resource was modeled for the Property and estimated by evaluating the drill data statistically and utilizing a three‐dimensional geological solid model. Mineral domains were interpreted on northeast‐southwest geological cross sections spaced at approximately 100- foot intervals throughout the extent of the Property mineralization. The mineral domain interpretations were then rectified to east‐ west cross sections spaced at 20-foot intervals. Estimation was done by inverse‐distance.

Golden Arrow Property Mineral Resource1,2,3,7,8

Classification	Cut-Off Grade4,5	Tons	Au opt	Ag opt	Au Ounces	Ag Ounces
Measured	Variable	1,850,000	0.028	0.43	52,400	796,000
Indicated	Variable	10,322,000	0.024	0.31	244,100	3,212,000
Measured and Indicated	Variable	12,172,000	0.024	0.33	296,500	4,008,000
Inferred6	Variable	3,790,000	0.013	0.33	50,400	1,249,000

1. CIM Standards were followed in reporting the mineral resource estimate.
2. Effective date of the mineral resource is November 28, 2017.
3. Any known legal, political, environmental, or other risks that could materially affect the potential development of the Mineral Reserves are detailed below in the section entitled "Cautionary Note Regarding Forward-Looking Statements".
4. Cut-offgrades are 0.01 gold equivalent opt for oxide material and 0.015 gold equivalent opt for sulfide material. Mine Development Associated derived these cut-off grades using mining costs of US$2.00 per ton, heap-leach costs of US$4.00 per ton, milling costs of US$12.00 per ton, and G&A costs of US$3.50 per ton. Metallurgical recoveries were assumed to range from 70% to 95% for gold, depending upon the oxidation state and sulfide content of the material, and heap-leach or milling scenarios envisioned. Multiple economic evaluations were done including pit optimization that demonstrated the economic viability.
5. Gold equivalent cut-off grade calculated using a 55:1 gold to silver price ratio. No adjustment was made for metallurgical recovery.
6. The quality and grade of inferred resources are uncertain in nature and there has been insufficient exploration to define these inferred resources as measured or indicated resources and it is uncertain whether further exploration will result in upgrading them to measured or indicated resource categories.
7. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
8. The Authors verified the data in the Technical Report through a combination of data audits, where drilling data compiled in the project database was compared to paper logs, maps, assay certificates and other records, and independent verification sampling. There have been no limitations on, or failure to conduct the verification.

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