Fremont Gold : Q1 2023 Fremont Gold Ltd, MD&A

Fremont Gold Ltd.

An Exploration Stage Company

INTERIM MD&A - QUARTERLY HIGHLIGHTS FOR THE THREE MONTHS ENDED JUNE 30, 2022

Dated: August 15, 2022

Fremont Gold Ltd.

Management Discussion and Analysis

For the three months ended June 30, 2022

Management Discussion and Analysis

The following Management Discussion and Analysis ("MD&A") of Fremont Gold Ltd. ("Fremont" or the "Company") has been prepared as at August 15, 2022. It is intended to be read in conjunction with the condensed interim consolidated financial statements of the Company as at and for the three months ended June 30, 2022.

This Interim MD&A - Quarterly Highlights has been compiled in accordance with Section 2.2.1 of Form 51-102F1 - Management's Discussion & Analysis.

All of the financial information presented in this MD&A has been prepared in accordance with International Financial Reporting Standards ("IFRS") unless otherwise noted.

All monetary amounts, including comparatives, are expressed in Canadian dollars unless otherwise noted.

The Company's year-end is March 31. Accordingly, references to Q1 2023 herein refer to the three months ended June 30, 2022.

Dennis Moore, P.G., President and CEO of the Company and a Qualified Person as defined by National Instrument 43-101, has reviewed and approved the technical information presented in this MD&A.

Overview

Fremont has assembled a portfolio of gold projects located in Nevada's most prolific gold trends. The Company's property portfolio includes Cobb Creek, which hosts a historic mineral resource estimate, Grif- fon, a past producing gold mine, North Carlin, a new discovery opportunity, and Hurricane, which has returned significant gold intercepts from surface in past drilling.

The Company has also been actively seeking project development opportunities in the form of properties in jurisdictions both within and outside North America to complement the Company's existing portfolio of properties in Nevada.

The Company holds most of its mineral property interests through its wholly owned subsidiary, Intermont Exploration Corp.

Highlights

The three months ended June 30, 2022 and the period ended August 15, 2022 were highlighted by the following activities and initiatives:

Finance

• The balance of cash and cash equivalents as at June 30, 2022 was $634,498 (March 31, 2021: $141,819)
  and the net working capital balance as at this date was $263,733 (March 31, 2021: net working capital deficit of $151,539). The balance of cash as at June 30, 2022 included proceeds from subscription receipts associated with the non-brokered private placement that closed in July 2022; excluding this cash balance results in an adjusted net working capital deficit of $274,187.

Page 2

• In May 2022, the Company announced that it was consolidating its common shares on a ten for one basis. After giving effect to the consolidation, the Company had 14,611,431 common shares issued and outstanding (see 'Outstanding share data'). For accounting purposes, recognition of the Consolida- tion has been made retroactively such that all share and per share numbers presented in the audited 2022 consolidated financial statements and this MD&A have been adjusted to reflect the Consolida- tion
• In July 2022, the Company closed a $1,200,920 private placement (see 'Liquidity and going concern')
• In order to preserve cash, management has agreed to defer payment of remuneration. The total amount owing to the President and CEO, the CFO and the VP Exploration in connection with deferred remu- neration and unreimbursed expenditures incurred on behalf of the Company as at June 30, 2022 was $334,559 (see 'Liquidity and going concern')

Exploration and evaluation

• Q1 2023 exploration activity was limited to continued geological and alteration mapping and structural interpretation of the greater Cobb Creek project area and planning for a future drill program at Cobb Creek

Project development

• During the second half of fiscal 2022, management was actively seeking project development opportu- nities in the form of properties in jurisdictions both within and outside North America to complement the Company's existing portfolio of properties in Nevada. Attractive potential opportunities were iden- tified in the Tethyan Mineral Belt in Armenia; management is actively pursuing these opportunities
• The Company is also actively looking at opportunities to maximise the value of certain of its Nevada properties

Cobb Creek

Cobb Creek is an advanced-stage exploration project comprised of 318 unpatented optioned mining claims located in Elko County, Nevada. In addition to these 318 claims, the Company has also staked 143 mining claims in the adjacent area of which 89 federal lode claims on the northern and eastern sides of the Cobb Creek project were recorded with the Bureau of Land Management ("BLM") in Q3 2022.

Q1 2023 activity

Q1 2023 exploration activity was limited to continued geological and alteration mapping and structural interpretation of the greater Cobb Creek project area and planning for a future drill program at Cobb Creek.

2023 outlook

Following from the successful geochemical soil sampling program completed in Q3 2022, management has identified eight proposed drill sites at Cobb Creek and initiated the required drill permit application process. Once permitting is in place, management intends to commence a minimum five-hole,1,500-meter drill program. The commencement of the drill program was initially planned for late summer 2022, but the length of time to obtain the required permit from the US Forest Service will likely delay the start of the program until the spring of 2023.

Project development

The Company incurred $12,159 in project development costs in Q1 2023 all of which related to the assessment of opportunities in the Tethyan Mineral Belt in Armenia. The Company has applied to the Armenian

Page 3

federal government for an exploration license in respect of an area in the north of the country which returned anomalous gold and copper assays from reconnaissance sampling. Management expects the process for the granting of the exploration license to be completed in October 2022. As at August 15, 2022, the Company had not entered into any option, lease or acquisition agreements in connection with mineral properties in Armenia or staked any ground there.

The Company is actively looking at opportunities to maximise the value of certain of its Nevada properties. In May 2022, the Company had a booth at the Geological Society of Nevada Symposium which is held only once every five years. Discussions were held with various groups on possible joint venture and/or acquisition proposals involving certain of the Company's Nevada properties, several which were still under consideration as at August 15, 2022. As at August 15, 2022, no agreement had been reached with any potential acquiror or joint venture partner.

Proposed transactions

As at June 30, 2022 and August 15, 2022, there were no announced asset or business acquisitions or dispositions other than as described herein.

Selected financial information

A summary of results in respect of the five quarters ended June 30, 2022 is as follows. This summary information has been derived from the audited consolidated financial statements and condensed interim consolidated financial statements (unaudited) of the Company.

Consolidated statements of income and loss

	Q1 2022	Q2 2022	Q3 2022	Q4 2022	Q1 2023
Revenue	-	-	-	-	-
Exploration and evaluation	29,744	50,098	50,127	22,435	14,809
Administration (cash):
Management	42,408	44,331	44,137	57,528	43,703
General and administration	15,504	13,289	21,691	14,600	23,316
Project development	-	4,905	36,049	24,598	12,159
Travel	-	16,927	6,954	-	11,102
Professional fees	6,280	7,736	8,942	11,904	9,638
Marketing	13,054	5,289	2,416	4,004	2,478
Listing expense	1,629	9,932	1,415	35,080	1,466
Reclamation (net)	22,201	(11,760)	44	36	-
	101,076	90,649	121,648	147,750	103,862
Administration (non-cash):
Stock-based compensation	52,767	36,176	26,856	17,636	11,893
Depreciation	2,116	2,172	2,171	2,183	2,092
	54,883	38,348	29,027	19,819	13,985
Loss on marketable securities	9,162	-	-	-	-
Foreign exchange loss (gain)	1,245	(6,054)	2,413	1,671	1,502
Other	-	(28,750)	-	-	-
Interest income	(274)	(121)	(137)	(77)	-
Net loss	195,836	144,170	203,078	191,598	134,158

In general, there was limited variability in cash spend between quarters in the five quarters ended June 30, 2022, due to the absence of drill programs during this period.

Page 4

Specific fluctuations in the Company's quarterly results were attributable to the following factors:

• Exploration:
• • Exploration initiatives (and related spend) in Q2 2022 and Q3 2022 were directed primarily to Cobb Creek
• Management costs comprise remuneration of the Company's President, CEO and CFO. Remuneration of the Company's VP-Exploration is classified as exploration spend
• General and administration charges relate to the cost of maintaining corporate offices in each of Van- couver and Nevada. The increase in costs in Q3 2022 and Q1 2023 were attributable to several non- recurring items
• Project development costs relate to preliminary exploration expenditures and consulting fees (geologi- cal and legal) incurred in connection with the identification of new opportunities in various jurisdictions both within and outside North America. Such costs in Q4 2022 and Q1 2023 were incurred primarily in respect of Armenian opportunities
• Travel activity restarted in Q2 2022. Most of the travel expenditures incurred related to project devel- opment initiatives associated with the identification of new opportunities
• Professional fees relate primarily to legal fees associated with general corporate matters as well as audit fees
• Marketing and shareholder communications were reduced significantly in Q1 2022 and Q2 2022 fol- lowing the replacement of the Company's CEO reflecting both a change in management's approach to such expenditures and a general focus on cost reduction initiatives
• Listing fees were higher in Q4 2022 due to annual fees for both the TSXV and the OTCQB listings
• The relatively high reclamation spend in Q1 2022 related to costs incurred in connection with the Hur- ricane and Griffon properties offset by a reduction in the Griffon reclamation provision. The net nega- tive amount in Q2 2022 was due to the elimination of the remaining balance of the Hurricane reclama- tion provision of US$ 10,000
• Stock-basedcompensation relates to the amortisation of the estimated fair value of stock options issued to management, directors, employees and consultants. During the five quarters under consideration, stock options were issued in January 2021 (3,000,000 options including 2,500,000 options issued to officers and directors of the Company)
• Other income of $28,750 recognised in Q2 2022 relates primarily to a provision that had been estab- lished in connection with the 2017 RTO of the Company that management believes no longer reflects a liability or commitment.

Page 5