FenixOro Gold : MD&A

FENIXORO GOLD CORP.

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2022

- QUARTERLY HIGHLIGHTS

FenixOro Gold Corp. (formerly American Battery Metals Corp.)

Interim Management's Discussion & Analysis - Quarterly Highlights

For the three months ended May 31, 2022

Discussion dated: August 02, 2022

INTRODUCTION

The following Interim Management's Discussion & Analysis ("Interim MD&A") of FenixOro Gold Corp. (formerly American Battery Metals Corp.) (hereinafter "FenixOro" or the "Company") for the three months ended May 31, 2022 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management discussion & analysis, being the Management's Discussion & Analysis ("Annual MD&A") for the fiscal year ended February 28, 2022. This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A.

This Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the Company's Annual MD&A, audited annual financial statements for the years ended February 28, 2022 and February 28, 2021, together with the notes thereto, and unaudited condensed interim financial statements for the three months ended May 31, 2022, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's unaudited condensed interim financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of August 02, 2022, unless otherwise indicated.

For the purposes of preparing this Interim MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of FenixOro's common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations can be obtained from the offices of the Company or on SEDAR at www.sedar.com.

FORWARD-LOOKING INFORMATION

This Interim MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward- looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this Interim MD&A speak only as of the date of (i) this Interim MD&A; or (ii) as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this Interim MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

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FenixOro Gold Corp. (formerly American Battery Metals Corp.)

Interim Management's Discussion & Analysis - Quarterly Highlights

For the three months ended May 31, 2022

Discussion dated: August 02, 2022

GENERAL BUSINESS AND DEVELOPMENT

FenixOro Gold Corp was incorporated on March 2, 2017 under the laws of the province of British Columbia. The Company's principal business activity is the exploration for mineral resources in Colombia. The Company's registered office and principal place of business is located at The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, M5C 1P1, Canada.

On November 27, 2018, the Company completed its Initial Public Offering ("IPO") and its common shares were approved for trading on the Canadian Securities Exchange (the "CSE") under the trading symbol FDIV. On March 11, 2019, the Company changed its name from First Division Ventures Inc. to American Battery Metals Corp. and traded under the symbol "ABC" on the CSE. On May 21, 2020, the Company changed its name to FenixOro Gold Corp and traded under the symbol "FENX" on the CSE.

On August 25, 2020, the Company announced that it has acquired the rights to certain mineral claims from Polo Resources Limited. The package of four claims is contiguous with and west and northwest adjacent to FenixOro's Abriaqui Project. Polo, through its subsidiary Andina Gold, has been awarded seizure rights to the claims pursuant to legal action it has taken, and Andina has commenced the procedure for seizure of the properties. FenixOro will issue 1,000,000 common shares to Polo in exchange for the rights to the properties under seizure order. These shares will have a legend restriction that will be removed upon Polo's receipt of formal title award from the relevant court, up to a maximum of 18 months, following which the titles will be registered in the name of FenixOro. FenixOro will fund all costs associated with the court proceedings.

On March 16, 2022, the Company announced its plans for production fo special edition collectible gold coins using gold mined legally by local miners fro veins within teh boundaries of the COmpany's Abriaqui project.

On April 20, 2022, the Company provided an update on its Phase 2 exploration program at the Abriaqui project in Antioquia, Columbia. Results include the highest gold grades ever sampled on the project and the discovery of a new resource block in the emerging Central Zone. In Management's view, these developments are significant and underscore that the Company is still in the early stages of fully understanding the project's ultimate protential as new zones, and extensions of existing zones of mineralization, continue to be discovered.

On June 9, 2022, the Company announced the discovery of the high grade gold-silver Prospera Vein in the southern Block of the Abriaqui property. With the highest grades of gold and silver ever recorded on the project, this is one of the most significiant discoveries to date, and it will be an important factor in the next phase of drilling.

On July 5, 2022, the Company closed the first tranche of its non-brokered private placement. The Company issued 2,050,000 units at a subscription price of $0.18 for gross proceeds of $369,000. Each unit is comprised of one common share and one share purchase warrant, entitling the holder to purchase one additional common share at an exercise price of $0.23 for a period of two years from their date of issuance.

The outbreak of the novel strain of coronavirus, specifically identified as COVID-19, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Corporation in future periods.

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FenixOro Gold Corp. (formerly American Battery Metals Corp.)

Interim Management's Discussion & Analysis - Quarterly Highlights

For the three months ended May 31, 2022

Discussion dated: August 02, 2022

FINANCIAL HIGHLIGHTS

Results of Operations

Three Months Ended May 31, 2022, Compared with Three Months Ended May 31, 2021

Fenix's net loss totaled $1,099,600, for the three months ended May 31, 2022, with basic and diluted loss per share of $0.01. This compares with a net loss of $589,891 with basic and diluted loss per share of $0.01 for the three months ended May 31, 2021. The decrease of $509,709 was principally because:

• During the three months ended May 31, 2022, exploration and evaluation expenditures increased by $775,139 compared to the three months ended May 31, 2021. Exploration and evaluation expenditures will vary from period to period depending on the current activities.
• The increase in administrative expenses of $69,808 for the three months ended May 31, 2022, compared to $19,354 for the three months ended May 31, 2021. Administrative expenses will vary from period to period.
• The decrease in the professional fees of $46,303 for the three months ended May 31, 2022, compared to $24,275 for the three months ended May 31, 2021. The professional fees will vary from period to period.
• The decrease in share-based payments of $308,642 for the three months ended May 31, 2022, compared to $308,642 for the three months ended May 31, 2021, was due to the vesting of stock options granted in the current year.

LIQUIDITY AND CAPITAL RESOURCES

As at May 31, 2022, the Company had a working capital deficit of $1,441,079 (February 28, 2022 - working capital deficit of $483,208).

Cash used in operating activities was $695,334 for the three months ended May 31, 2022. Operating activities were affected by a $1,275 adjustment for depreciation and amortization, stock-based compensation of $nil and the net change in non-cash working capital balances of $402,991 because of an increase in HST receivable of $12,961, an increase in prepaid expenses of $1,240 and an increase in accounts payable and accrued liabilities of $388,790.

Cash used in investing activities was $4,512 for the year ended May 31, 2022, which was comprised of purchase of equipment of $4,512.

Cash provided by financing activities was $526,200 for the three months ended May 31, 2022, which was comprised of

proceeds from loans of $546,200 and offset by the return of funds of $20,000. At May 31, 2022, FenixOro had $68,268 in cash.

Accounts payable, accrued liabilities, were $1,335,876 at May 31, 2022. The Company's cash balance as at May 31, 2022 is not sufficient to pay these liabilities.

The Company has no operations that generate cash flows and its long-term financial success is dependent on discovering properties that contain mineral reserves that are economically recoverable or engaging in other profitable business ventures and opportunities.

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FenixOro Gold Corp. (formerly American Battery Metals Corp.)

Interim Management's Discussion & Analysis - Quarterly Highlights

For the three months ended May 31, 2022

Discussion dated: August 02, 2022

The Company has been running a program of utilizing the early exercise of "in the money warrants" to augment equity financing and mitigate somewhat its reliance on a pure equity financing method. Funds from the early exercise of these warrants have generated cash for the Company in recent quarters and the Company intends to continue to pursue these early exercises when the share price permits.

Based on the Company's working capital deficit of $1,441,079 on May 31, 2022 (February 28, 2022 - working capital deficit of $483,208), the Company anticipates it will not have sufficient funds for its operating and exploration work requirements. Management intends to finance operating costs over the next twelve months with cash on hand and through financing activities. There may be circumstances, where for business reasons, a reallocation of funds may be necessary in order for the Company to maintain its operations. See "Risks and Uncertainties" below.

PROJECT SUMMARIES AND ACTIVITIES

The Abriaqui Project

The Abriaqui Project consists of three mining claims and an application. One claim and the application (HEQJ-04 and SHG-08021 respectively) are 100% owned by Fenix, through its wholly-owned subsidiaries. The third and fourth claims are held pursuant to a joint venture agreement with a local mining co-operative (the "Joint Venture Agreement") whereby Fenix, through its wholly-owned subsidiaries, has acquired a 35% ownership interest and has the right to earn- in up to 90% interest in the claims (50% ownership upon completion of a USD $50,000 subtraction report and production facility, and USD $100,000 payment; 90% ownership upon USD $900,000 exploration expenses and USD $100,000 payment).

On August 25, 2020, the Company added 848ha to the package when it announced the acquisition of the rights to certain mineral claims from Polo Resources Limited. The 848ha package of four claims is contiguous with and west and northwest adjacent to FenixOro's Abriaqui Project. Polo, through its subsidiary Andina Gold, has been awarded seizure rights to the claims pursuant to legal action it has taken, and Andina has commenced the procedure for seizure of the properties. FenixOro has issued 1,000,000 common shares to Polo in exchange for the rights to the properties under seizure order. These shares will have a legend restriction that will be removed upon Polo's receipt of formal title award from the relevant court, up to a maximum of 18 months, following which the titles will be registered in the name of FenixOro. FenixOro will fund all costs associated with the court proceedings. These shares were issued on July 21, 2021.

Property Description and Location

As of May 31, 2022 the claims at the project (Figure 1) total 546.57 hectares. The nature and extent of the FenixOro's title to or interest in the property, obligations that must be met to retain the property and the expiration date of claims, licenses and other property tenure rights is as follows:

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