Mexican Gold Mining : FY2022 Q3 Management's Discussion & Analysis

MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2022 and 2021

________________

The following discussion is management's assessment and analysis of the results and financial condition of Mexican Gold Mining Corp. (the "Company" or "Mexican Gold") and should be read in conjunction with the accompanying condensed consolidated interim financial statements and related notes. The financial data was prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and all figures are reported in Canadian dollars unless otherwise indicated. The effective date of this Management Discussion and Analysis ("MD&A") is May 27, 2022.

This discussion provides management's analysis of the Company's historical financial and operating results and provides estimates of the Company's future financial and operating performance based on information currently available. Actual results will vary from estimates and the variances may be significant. Readers should be aware that historical results are not necessarily indicative of future performance.

Certain information set forth in this MD&A, including management's assessment of the Company's future plans and operations, contains forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be inaccurate and, as such, reliance should not be placed on forward-looking statements. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, if any, that the Company will derive there from. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law.

The scientific and technical geological content and interpretations contained in this report have been reviewed and approved by Mr. Sonny Bernales, P. Geo. a Qualified Person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects ("NI 43-101").

Corporate Overview

The Company was incorporated under the Business Corporations Act (Alberta) on October 5, 2006. On January 17, 2011 the Company was continued into the jurisdiction of Ontario and on February 10, 2020, was continued as a British Columbia corporation under the Business Corporations Act in the Province of British Columbia. The address of the Company's registered office is 900 - 999 Hastings Street West, Vancouver, BC, Canada V6C 2W2.

The Company is a mineral exploration company engaged in the acquisition, exploration and evaluation of resource properties in Mexico. The Company is in the process of exploring and evaluating its mineral properties and, on the basis of the information to date, has not yet determined whether any of the properties contain economically recoverable reserves. The recovery of expenditures on the mineral properties is dependent upon the existence of economically recoverable mineralization, the Company securing and maintaining title and beneficial interest in the properties, and the ability of the Company to obtain the necessary financing to complete the exploration and development and future profitable production or, alternatively, on the sufficiency of proceeds from disposition.

As of the date of this MD&A, the Company's Board of Directors consisted of the following: Jack Campbell, John Anderson, and Ali Zamani. Additional information relating to the Company is available on SEDAR at www.sedar.comand on the Company's website at www.mexicangold.ca.

- 1 -

MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2022 and 2021

________________

Operational Highlights

Exploration Program

On August 4, 2021, the company announced a positive Preliminary Economic Assessment (PEA) for its 100% owned Las Minas project. The PEA is based on exploration and drilling programs conducted in 2019 and 2020, and detailed exploration results are provided in previous quarterly MD&A discussions.

The summary economic results of the PEA are as follows:

Las Minas PEA Financial Highlights, including Metal Prices Sensitivity

		Base Case			Spot Price				Upside				Downside
		(BC)			(Jul 29, 2021)
Au (US$/oz)	1625		1830			2000			1200
Ag (US$/oz)	20		25.5			28			14
Cu (US$/lb)	3.25		4.45			4.75			2.25
Magnetite Concentrate (US$/dmt)	100		213.5			220			65
Cumulative Cash Flow (US$M)	$99		$237			$276			-$22
After Tax NPV @ 5% (US$M)	$55		$157			$187			-$37
After Tax NPV @ 8% (US$M)	$35		$122			$148			-$43
After Tax IRR (%)	16%		31%			35%			-5%
Capex Payback (Years)	4.4		2.8			2.6				n/a
EBITDA for First Year of Full Production	$43		$70			$77			$19
(US$M)
Notes:

Metal prices for Upside and Downside cases represent the individual metal historical 3-year highs and lows.

The PEA is preliminary in nature and is based on inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The Company also announces a new mineral resource estimate, prepared in accordance with National Instrument 43- 101, of 443,000 gold equivalent ounces within indicated resources of 4.13 million tonnes at grades of 1.96 g/t gold,

4.64 g/t silver, 1.08% copper, 14.77% magnetite and 361,000 gold equivalent ounces within inferred resources of 5.20 million tonnes at grades of 1.44 g/t gold, 5.97 g/t silver, 0.95% copper, 17.54% magnetite, all reported at a US$80 per tonne Net Smelter Return (NSR) cut-off.

• 2 -

MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2022 and 2021

________________

PEA Conceptual Design Summary

The concept for recovery of the Las Minas resource is through multiple underground mining methods at a production rate of 1,400 t/d with the mineralized material being hauled via truck to an underground crusher, where it is then crushed and conveyed to the processing plant. Processing will produce a copper concentrate containing gold and silver. Additionally, the tailings would be processed to recover magnetite. Tailings after magnetite recovery would be de- watered and pumped underground as cemented paste backfill. Tailings not placed as paste would be trucked to the tailings storage facility (TSF). Production at the mine would ramp up in year 1, maintain full production to the end of year 8, and decrease in year 9 as the deposit is depleted.

Las Minas Resource Exploitation - PEA Highlights and Project Performance

Total Tonnes Mined		4,043 kt
Diluted Grades
Gold		1.84 g/t
Silver		5.53 g/t
Copper		1.06%
Magnetite		15.7%
Mine Life		8.5 years
Average Annual Production
Gold Equivalent Ounces		45,000
Gold Ounces		21,000
Silver Ounces		24,000
Copper Pounds		9,533,000
Magnetite Concentrate Tonnes		75,000
Average Cash Cost Per Gold Equivalent Ounce		US$786
Average Cash Cost Per Gold Ounce, Net of By-Product		US$158
Credits
Average AISC Per Gold Equivalent Ounce		US$928
Average AISC Per Gold Ounce, Net of By-Product		US$145
Credits
Initial CAPEX		US$90.4 M
Sustaining CAPEX		US$54.7 M
Processing Plant Recoveries
Gold		80%
Silver		70%
Copper		90%
Magnetite		90%
- 3 -

MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2022 and 2021

________________

Notes:

LOM Metal Prices - US$1,625/oz. Au, US$3.25/lb. Cu, US$20.00/oz. Ag, US$100/t Magnetite Concentrate The following is the projected production for the Las Minas project over the expected life of the mine

Las Minas PEA Mine Production from Indicated and Inferred Resources

Production Year	Au (K oz)		Ag (K oz)	Cu (M lbs)	Magnetite (k tonnes)
1	32		57	4	32
2	29		96	13	79
3	32		76	11	66
4	34		65	10	62
5	31		84	13	66
6	27		91	13	86
7	23		108	13	103
8	23		92	12	94
9	9		48	6	48
Total	239		719	94	635

Notes:

Assumed metal prices over life of mine: Gold US$1,625/oz - Silver US$20/oz - Cu US$3.25/lb - Magnetite Concentrate US$100/t.

Geology

The Las Minas project is located in southeastern Mexico within the eastern portion of the Trans Mexico Volcanic Belt (TMVB), an east-west belt of Miocene to recent volcanic rocks that transects the country from the Pacific coast to the Gulf of Mexico. The pre-Miocene basement in the Las Minas region consists of a sequence of Jurassic and Cretaceous marine sedimentary rocks including sandstone, siltstone, limestone and shale. These have been intruded by Tertiary and Mesozoic plutonic rocks mapped as dominantly granodiorite and porphyritic dacite, with lesser amounts of granite, diorite and tonalite.

Copper and gold mineralization have been recognized in three settings within the Las Minas property: proximal skarn, distal skarn and quartz veins. Proximal-type skarn is the dominant skarn alteration observed within the Las Minas resource zones (El Dorado and Santa Cruz) while distal and gold-bearing quartz veins occur in the exploration targets to the east and north of the Las Minas resources.

Proximal skarn developed along marble-diorite contacts, both as exoskarn developed within the sedimentary rock, and as endoskarn developed within the intrusion. The skarn alteration has a typical zoning of marble-exoskarn-endoskarn- diorite. The distinction between exoskarn and endoskarn can be very difficult because the skarn alteration (especially garnet replacement) can be texturally destructive.

Proximal skarn alteration is dominantly garnet-rich with lesser amounts of pyroxene, and locally garnet appears to

- 4 -

MANAGEMENT'S DISCUSSION & ANALYSIS

For the Nine Months ended March 31, 2022 and 2021

________________

have replaced pyroxene. The skarn contains variable amounts of magnetite and lesser sulfide minerals.

Within the Las Minas resource zones, chalcopyrite is the dominant sulfide mineral with lesser amounts of bornite and pyrite. Sulfide grains usually are associated with magnetite and are present as relatively coarse-grained disseminations while sulfide blebs, bands, and veinlets cutting magnetite are also observed. Pyrite occurs as an accessory mineral in the main resource area.

Gold-silver-copper mineralization at El Dorado zone occurs as two horizons that are separated by a barren north- northwest trending diorite dike. The current modeling indicates that the El Dorado skarn zone on the west side of the diorite dike has an 800 m northwest strike length, extends up to 450 m to the southwest away from the diorite dike, is on average 15 to 20 m thick, and can reach over 50 m in thickness along the northwest-striking contact with the diorite dike. In contrast, the El Dorado zone on the east side of the dike has a strike length of 250 m northwest, extends up to 200 m to the northeast from the diorite dike, and is 5 to 10 m in thickness.

The Santa Cruz zone lies about 0.5 km south of the Las Minas pueblo and is well exposed on a west-facing canyon wall just above a tributary of the Rio Las Minas. Skarn within the Santa Cruz zone lies along the west side of the dike, immediately to the south of and stratigraphically higher than the El Dorado zone. The primarily east-dipping mineralization at Santa Cruz is more complex and discontinuous than observed at El Dorado due to the more variable intrusive-marble contact orientations (both near-vertical dike and east-dipping sills).

Mineral Resource Estimates

The mineral resource estimates for Las Minas were prepared to industry standards and best practices and verified by Garth Kirkham, P.Geo., an Independent Qualified Person for the purposes of NI 43-101.

Within the Las Minas Project, 206 drill holes (32,058 meters) supports the mineral resource estimate. The deposit was segregated into multiple estimation domains based on geologic models for each of the mineralized units. The estimated mineral resources occur within the Las Minas gold-copper-silver-magnetite skarn deposit, which consists of the mineralized endo-skarn and exo-skarn units within the El Dorado and Santa Cruz zones. The mineral domains were then used to code the block model, and assays within the modeled domains were evaluated geostatistically to establish estimation parameters. Assays were composited into 2-meter lengths. MineSightTM, a commercially available geologic modeling and mine planning software package, was used to produce a three-dimensional block model while LeapFrogTM Software was utilized to produce the solids models for the estimation domains.

The gold, copper, silver and iron grades were estimated into a three-dimensional, 12 m by 12 m by 3 m block model which was sub-blocked to 0.5 m in three dimensions. Gold (Au g/t), copper (Cu%), silver (Ag g/t) and total iron (Fe%) block grades were estimated from capped composited samples in a single pass. The mineral resources were estimated using ordinary kriging interpolation for the continuous mineralized domains. Search ellipse anisotropy and orientation were guided by the orientation of the domain solids models and omni-directional ellipsoids were employed in the individual zones.

Magnetite estimates were based on applying mathematical regression, as derived from SATMAGAN testing results, to the Total Fe% estimates. A total of 2,601 specific gravity readings were derived from measurements within individual rock types and estimated on a block-by-block basis using inverse distance.

Mineral resources are classified in accordance with the 2014 CIM Definition Standards for Mineral Resources and Mineral Reserves, and the 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines. Mineral Resources are classified under the categories of Indicated and Inferred according to CIM guidelines. Mineral Resource classification was based primarily on drill hole spacing and on continuity of mineralization. There are no

- 5 -