Minaurum Gold : Earnings Document

Management Discussion and Analysis

For the nine months ended January 31, 2024 and 2023

Containing information up to and including

March 25, 2024

Minaurum Gold Inc.

Management Discussion and Analysis

For the nine months ended January 31, 2024 and containing information up to and including March 25, 2024

Notice

Management's Discussion and Analysis ("MD&A") is intended to help the reader understand Minaurum Gold Inc. (the "Company" or "Minaurum") financial statements. The information provided herein should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the nine months ended January 31, 2024 and 2023, and the Company's audited consolidated financial statements for the years ended April 30, 2023 and 2022, which are prepared in accordance with International Financial Accounting Standards ("IFRS"). The following comments may contain management estimates of anticipated future trends, activities or results. These are not a guarantee of future performance since actual results could change based on other factors and variables beyond management control.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures, and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company's board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

The reader is encouraged to review Company statutory filings onwww.sedar.com and to review general information.

All currency amounts are expressed in Canadian dollars unless otherwise noted.

Description of Business

The Company is an exploration stage company and engages principally in the exploration and evaluation of mineral resource assets in Mexico. The Company trades on the TSX Venture Exchange under the symbol "MGG".

Caution Regarding Forward-Looking Statements

This MD&A contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and US securities legislation. These statements relate to future events or the future activities or performance of the Company. All statements, other than statements of historical fact are forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate, and similar expressions, or which by their nature refer to future events. These forward-looking statements include, but are not limited to, statements concerning:

• • the Company's strategies and objectives, both generally and in respect of its specific mineral properties;

• • the timing of decisions regarding the strategy and costs of exploration programs with respect to, and the issuance of the necessary permits and authorizations required for, the Company's exploration programs;

• • the timing and cost of planned exploration programs of the Company, and the timing of the receipt of results there from;

• • the Company's future cash requirements;

• • general business and economic conditions;

• • the Company's ability to meet its financial obligations as they come due, and its ability to raise the necessary funds to continue operations;

• • the timing and pricing of proposed financings if applicable;

• • the anticipated completion of financings;

Minaurum Gold Inc.

Management Discussion and Analysis

For the nine months ended January 31, 2024 and containing information up to and including March 25, 2024

• • the anticipated receipt of regulatory approval/acceptance of financings;

• • the anticipated use of the proceeds from the financings;

• • the potential to verify and potentially expand upon the historical resources;

• • the potential for the expansion of the known mineralized zones; and

• • the potential for the amenability of mineralization to respond to proven technologies and methods for recovery of ore.

Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward-looking statements are risks and uncertainties beyond the Company's ability to predict or control, including, but not limited to, risks related to the Company's inability to negotiate successfully for the acquisition of interests in exploration and evaluation assets, the determination of applicable governmental agencies not to issue the exploration concessions applied for by the Company or excessive delay by the applicable governmental agencies in connection with any such issuances, the Company's inability to identify one or more economic deposits on its properties, variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks identified herein under "Risk Factors".

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward-looking statements contained in this MD&A. Such statements are based on assumptions which may prove incorrect, including, but not limited to:

• • the level and volatility of the prices for precious metals;

• • general business and economic conditions;

• • the timing of the receipt of regulatory and governmental approvals, permits and authorizations necessary to implement and carry on the Company's planned exploration programs;

• • conditions in the financial markets generally, and with respect to the prospects for junior and precious metal exploration companies specifically;

• • the Company's ability to secure the necessary consulting, drilling and related services and supplies on favorable terms;

• • the Company's ability to attract and retain key staff, and to retain consultants to provide the specialized information and skills involved in understanding the precious metal exploration, mining, processing, and marketing businesses;

• • the nature and location of the Company's mineral exploration projects, and the timing of the ability to commence and complete the planned exploration programs;

• • the anticipated terms of the consents, permits, and authorizations necessary to carry out the planned exploration programs and the Company's ability to comply with such terms on a cost-effective basis;

• • the ongoing relations of the Company with government agencies and regulators and its underlying property vendors/optionees; and

Minaurum Gold Inc.

Management Discussion and Analysis

For the nine months ended January 31, 2024 and containing information up to and including March 25, 2024

• • that the metallurgy and recovery characteristics of samples from certain of the Company's exploration and evaluation assets are representative of the deposit as a whole.

These forward-looking statements are made as of the date hereof. The Company does not intend and does not assume any obligation, to update these forward-looking statements, except as required by applicable law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

Historical results of operations and trends that may be inferred from the following discussion and analysis may not necessarily indicate future results from operations. In particular, the current state of the global securities markets may cause significant reductions in the price of the Company's securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations. See "Risk Factors".

Caution Regarding Adjacent or Similar Exploration and Evaluation Assets

This MD&A contains information with respect to adjacent or similar exploration and evaluation assets in respect of which the Company has no interest or rights to explore or mine. The Company advises US investors that the mining guidelines of the US Securities and Exchange Commission (the "SEC") set forth in the SEC's Industry Guide 7 ("SEC Industry Guide 7") strictly prohibit information of this type in documents filed with the SEC. Readers are cautioned that the Company has no interest in or right to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties, and any production therefore or economics with respect thereto, are not indicative of mineral deposits on the Company's properties or the potential production from, or cost or economics of, any future mining of any of the Company's exploration and evaluation assets.

All of the Company's public disclosure filings, including its most recent management information circular, material change reports, press releases and other information, may be accessed viawww.sedarplus.com.Readers are urged to review these materials, including the technical reports filed with respect to the Company's exploration and evaluation assets.

Selected Annual Information

Year ended April 30, 2023	Year ended April 30, 2022	Year ended April 30, 2021
General and administrative expenses	$ 3,116,274	$ 3,594,287	$ 2,128,304
Geological exploration costs	2,558,403	5,017,989	5,421,085
Comprehensive Loss for the Year	7,688,889	6,575,644	7,520,677
Comprehensive Loss per Share - Basic and Diluted	(0.02)	(0.02)	(0.02)
Total assets	10,553,755	16,700,659	11,978,480
Total long-term financial liabilities	201,000	201,000	201,000

In fiscal 2023, the Company recognized a non-cash fair value adjustment of $2,045,322 on shares of Infinitum Copper Corp. received pursuant to an option agreement on the Adelita property. In fiscal 2022, the Company recognized a gain of $2,000,253 in respect of payments received in excess of the Company's carrying value of the Adelita property.

Minaurum Gold Inc.

Management Discussion and Analysis

For the nine months ended January 31, 2024 and containing information up to and including March 25, 2024

Highlights for the nine months ended January 31, 2024 and up to March 25, 2024

• • On July 9, 2023, an aggregate of 12,835,000 warrants with a weighted average exercise price of $0.58 expired unexercised.

• • On August 4, 2023, the Taviche project option agreement with Compañía Minera Cuzcatlán, S.A. de C.V., a wholly owned subsidiary of Fortuna Silver Mines Inc., was terminated.

• • On November 3, 2023, the Company closed a non-brokered private placement, issuing a total of 7,275,000 units at a price of $0.11 per unit for gross proceeds of $800,250. Each unit comprises one common share of the Company and one-half of one common share purchase warrant, each warrant exercisable at a price of $0.18 per share for 3 years.

• • On November 8, 2023, the Company announced that Dr. Ruben Padilla had been appointed to the Company's Board of Directors.

• • On November 9, 2023, the Company granted 1,750,000 stock options to directors, officers, employees and consultants. Each stock option is exercisable at a price of $0.15 per share for a period of 5 years.

Results of Operations

The following discussions address the reasons for some of the variations in the quarterly numbers but, as with most junior mineral exploration companies, the results of operations (including interest income and net losses) are not the main factor in establishing the financial health of the Company. Of far greater significance are the exploration and evaluation assets in which the Company has, or may earn an interest, its working capital and how many shares it has outstanding. The variation seen over such quarters is primarily dependent upon the success of the Company's ongoing property evaluation program and the timing and results of the Company's exploration activities on its then current properties, none of which are possible to predict with any accuracy. There are no general trends regarding the Company's quarterly results, and the Company's business of mineral exploration is not seasonal, as it can work on a its properties on a year-round basis (funding permitting). Quarterly results can vary significantly depending on whether the Company has abandoned any properties or granted any stock options and these are the factors that account for material variations in the Company's quarterly net losses, none of which are predictable. The write-off of exploration and evaluation assets can have a material effect on quarterly results as and when they occur. The other major factor which can cause a material variation in net loss on a quarterly basis is the grant of stock options due to the resulting share-based payment charges which can be significant when they arise. General operating costs other than the specific items noted above tend to be quite similar from period to period.

The variation in income is related solely to the interest earned on funds held by the Company, which is dependent upon the success of the Company in raising the required financing for its activities which will vary with overall market conditions and is therefore difficult to predict.

Nine months ended January 31, 2024 compared with six months ended October 31, 2022

During the nine months ended January 31, 2024, the Company had a total comprehensive loss of $2,557,362 (2023 - $6,817,698) or $0.01 per share (2023 - $0.02 per share). The following discussion explains additional variations in the key components of these numbers. For details of the results of work on, and other activities in connection with, the Company's exploration and evaluation assets during the current period, see "Exploration Highlights".

Minaurum Gold Inc.

Management Discussion and Analysis

For the nine months ended January 31, 2024 and containing information up to and including March 25, 2024

The significant changes in comprehensive loss from the prior period are as follows:

• • Exploration costs of $1,087,816 (2023 - $2,373,702) relating to work on the Alamos (Quintera) project, as well as exploration activities on the Santa Marta, Aurífero, and USA projects. The decrease from the prior year is primarily due to a reduced work program at Alamos (Quintera).

• • Investor relations and marketing of $116,467 (2023 - $162,508) decreased due to a reduction in marketing activities undertaken in the current period.

• • Professional fees of $111,279 (2023 - $144,171) decreased due to a reduction in corporate activity of the Company compared to the prior period.

• • Office and administration of $121,287 (2023 - $129,537) decreased due to a reduction in corporate activity of the Company compared to the prior period.

• • Share-based payments of $485,746 (2023 - $1,634,219) were incurred as a result of the vesting of stock options granted in current and prior periods.

• • Fair value adjustment of marketable securities of $274,744 (2023 - $1,862,158) in relation to a decrease in fair value of marketable securities.

Three months ended January 31, 2024 compared with three months ended January 31, 2023

During the three months ended January 31, 2024, the Company had a total comprehensive loss of $863,877 (2023 - $1,269,266) or $0.00 per share (2023 - $0.00 per share). The following discussion explains additional variations in the key components of these numbers. For details of the results of work on, and other activities in connection with, the Company's exploration and evaluation assets during the current period, see "Exploration Highlights".

The significant changes in comprehensive loss from the prior period are as follows:

• • Exploration costs of $333,534 (2023 - $667,988) relating to rehabilitation work on the Alamos (Quintera) project, as well as exploration activities on the Santa Marta, Aurífero, and USA projects. The decrease from the prior year is primarily due to a reduced work program at Alamos (Quintera).

• • Investor relations and marketing of $30,867 (2023 - $26,599) decreased due to a reduction in marketing activities undertaken in the current period.

• • Professional fees of $40,255 (2023 - $42,005) decreased due to a reduction in corporate activity of the Company compared to the prior period.

• • Share-based payments of $278,262 (2023 - $101,688) were incurred as a result of the vesting of stock options granted in current and prior periods.

• • Fair value adjustment of marketable securities of $30,527 (2023 - $244,217) in relation to a decrease in fair value of marketable securities.

Minaurum Gold Inc.

Management Discussion and Analysis

For the nine months ended January 31, 2024 and containing information up to and including March 25, 2024

Summary of Quarterly Results

The table below sets out the quarterly results for the past eight quarters:

Quarters Ended
IFRS	January 31, 2024	October 31, 2023	July 31, 2023	April 30, 2023
Comprehensive Loss	$ (863,877)	$ (697,411)	$ (996,074)	$ (871,191)
Comprehensive Loss per Share (Basic and Diluted)	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Total Assets	$ 9,311,677	$ 9,703,241	$ 9,639,986	$ 10,553,755
Number of shares outstanding	373,927,674	366,652,674	366,652,674	366,652,674

Quarters Ended
IFRS	January 31, 2023	October 31, 2022	July 31, 2022	April 30, 2022
Comprehensive Income (Loss)	$ (1,269,266)	$ (1,563,308)	$ (3,985,124)	$ 292,747
Comprehensive Income (Loss) per Share (Basic and Diluted)	$ (0.00)	$ (0.00)	$ (0.01)	$ 0.00
Total Assets	$ 11,089,988	$ 12,389,633	$ 13,832,555	$ 16,700,659
Number of shares outstanding	366,652,674	366,652,674	366,209,046	366,209,046

Resource Property Costs Incurred

The table below sets out the quarterly resource property costs, both acquisition and exploration, incurred for the past eight quarters (does not include general exploration costs not related to a specific property held by the Company):

Quarters Ended
Expressed in $	January 31, 2024	October 31, 2023	July 31, 2023	April 30, 2023
Exploration Costs
Vuelcos del Destino	$ 1,891	$ 2,060	$ 1,862	$ 5,049
Adelita	9,306	6,871	19,609	5,772
Aurena	21,696	7,268	6,984	6,541
Santa Marta	108,283	3,490	103,744	21,290
Alamos (Quintera)	356,041	195,328	366,235	178,576
Taviche	278	890	653	450
Biricu	1,898	1,972	4,447	13,234
Aurífero	50,518	3,183	36,897	5,388
United States	11,919	114,920	21,439	26,136
Total Exploration Costs	$ 561,830	$ 335,982	$ 561,870	$ 262,436

Minaurum Gold Inc.

Management Discussion and Analysis

For the nine months ended January 31, 2024 and containing information up to and including March 25, 2024

Quarters Ended
Expressed in $	January 31, 2024	April 30, 2023	October 31, 2022	July 31, 2022
Acquisition Costs
Adelita	$ -	$ -	$ -	$ -
Alamos (Quintera)	-	-	-	-
Taviche	-	-	-	-
Aurífero	33,238	-	63,287	-
United States	-	-	-	-
Total Acquisition Costs	$ 33,238	$ -	$ 63,287	$ -

Quarters Ended
Expressed in $	January 31, 2023	October 31, 2022	July 31, 2022	April 30, 2022
Exploration Costs
Vuelcos del Destino	$ 4,333	$ 4,100	$ 108,501	$ 2,430
Adelita	5,409	5,102	5,586	39,333
Aurena	23,410	6,120	18,423	4,135
Santa Marta	143,863	11,765	117,653	44,788
Alamos (Quintera)	307,561	63,885	928,836	290,343
Taviche	689	437	538	871
Biricu	195,702	5,559	180,835	7,088
Aurífero	30,480	48,707	64,355	50,044
United States	27,349	41,141	112,786	88,044
Total	$ 738,796	$ 186,816	$ 1,537,513	$ 527,076
Acquisition Costs
Adelita	$ -	$ -	$ -	$ (2,542,175)
Alamos (Quintera)	-	386,507	-	-
Biricu	(135,427)	200,000	-	-
Aurífero	29,187	(2,145)	58,818	83,453
United States	-	114,679	-	(55,995)
Total Acquisition Costs	$ (105,610)	$ 699,041	$ 58,818	$ (2,514,717)

Liquidity and Capital Resources

To date the Company has financed its operations through the sale of its common shares. As at January 31, 2024, the Company has a working capital of $531,072, comprised of $739,692 in current assets and $208,620 in current liabilities. In November 2023, the Company completed a financing resulting in gross proceeds of $800,250.

The Company has no source of revenue, income, or cash flow. It is wholly dependent upon raising monies through the sale of its Common Shares to finance its business operations. The Company expects to raise additional funds through

Minaurum Gold Inc.

Management Discussion and Analysis

For the nine months ended January 31, 2024 and containing information up to and including March 25, 2024

public or private equity funding, joint venture arrangements, bank debt financing or from other sources. There can be no assurances that this capital will be available in amounts or on terms acceptable to the Company, or at all.

Recent Developments and Outlook

The Company plans to obtain financing in the future primarily through further equity financing, as well as through joint venturing and/or optioning out the Company's properties to qualified mineral exploration companies. There can be no assurance that the Company will succeed in obtaining additional financing, now or in the future. Failure to raise additional financing on a timely basis could cause the Company to suspend its operation and eventually to forfeit or sell its interest in its mineral properties.

In response to the COVID-19 pandemic, and mining and exploration being declared by the Mexican government essential economic activities, Minaurum set up a system of protocols approved by the Mexican federal, state, and local health authorities to minimize physical contact with surrounding communities and ensure the health and safety of its employees, contractors, families, and local communities. The Phase II drilling program at Alamos was conducted from a camp isolated from the community. Personnel were tested for the presence of the coronavirus and monitored for symptoms. The Company continues to monitor the situation at its other projects.

Use of Proceeds

During the years ended April 30, 2023, and 2022, nine months ended January 31, 2024, and to the date of this MD&A, the Company has completed the following private placements:

• • In July 2021, the Company raised $9.2 million through the sale of securities of the Company.

• • In November 2023, the Company raised $0.8 million through the sale of securities of the Company.

The following table sets out a comparison of how the Company used the proceeds following the closing date, an explanation of the variances and the impact of the variance on the ability of the Company to achieve its business objectives and milestones.

Intended Use of Proceeds	Actual Use of Proceeds
To advance the Company's properties and for general and administrative purposes.	During the nine months ended January 31, 2024, the Company spent $1,087,816 on property exploration costs, $96,525 on property acquisition costs, and an additional $580,812 on cash general and administrative expenses. During the year ended April 30, 2023, the Company spent $2,558,403 on property exploration costs, $797,584 on property acquisition costs, and an additional $1,062,705 on cash general and administrative expenses. Prior period expenditures had been financed by funds raised in fiscal 2020, which have been fully expended as of January 31, 2024, have been used primarily for exploration work, particularly on the Alamos (Quintera) property, with some additional amounts used for G&A. The amounts raised in the year ended April 30, 2023, and 2022, nine months ended January 31, 2024, and to the date of this MD&A have been and will continue to be used to finance exploration activities on the Company's properties, as well as for G&A going forward.
Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones	The funds raised have been used to fund the Company's continuing exploration on the Alamos (Quintera) and other properties, and general working capital.

Minaurum Gold Inc.

Management Discussion and Analysis

For the nine months ended January 31, 2024 and containing information up to and including March 25, 2024

Property Overviews

Vuelcos del Destino Project

The drill targets feature alteration signatures, and geochemical and geophysical anomalies associated with a granodiorite porphyry stock in the southeastern projection of the GGB. In the Vuelcos project area, the granodiorite porphyry stock intrudes lower Cretaceous Morelos Formation limestone. Gold-skarn mineralization in the GGB occurs in association with skarn alteration in granodiorite intrusive bodies and in the adjacent sedimentary rocks, including the Morelos limestone.

Previous work done by the Company at Vuelcos includes property-wide reconnaissance geologic mapping, and rock-and stream-sediment geochemical sampling done in 2011; and a VTEM-magnetic airborne geophysical survey carried out in 2010. In 2015, specific drill targets were selected by David Jones during a detailed survey of the area of the granodiorite surface exposure and other areas of interest in the project area.

Adelita Project

An eight-hole, 1,819.35-meter diamond-drilling campaign took place on the Cerro Grande skarn target at Adelita from July to October 2010. Drilling results include 47 metres of 0.46 g/t Au, 46 g/t Ag, 0.98% Cu; and 16 metres of 0.8 g/t Au, 73 g/t Ag, 1.97% Cu. Subsequently a further 10 holes were drilled by a joint-venture partner. Adelita is currently under option to Infinitum Copper Corp. ("Infinitum", formerly ASR Resources Corp.)

On March 9, 2021, the Company announced an option agreement with to Infinitum Copper Corp. Pursuant to which Infinitum can earn an 80% interest in the Adelita project. Infinitum can earn its interest by issuing shares totaling 16% of its post-IPO shares outstanding, making cash payments totaling $75,000 and incurring $3M in work expenditures over 5 years. Minaurum's 20% retained interest will be carried until Infinitum carries out a total of $4.75M in work expenditures along with completing both a mineral resource calculation and a preliminary economic assessment ("PEA").

In 2022 to date, Infinitum has drilled 12 holes totaling 2,574 m at the Cerro Grande target. Hole AD22-0018 intersected 20.60 m of 1.91% Cu, 2.00 g/t Au, and 40.91 g/t Ag; and hole AD22-0028 cut 48.7 m of 0.80% Cu, 0.35 g/t Au, and 19.43 g/t Ag.

Aurena Project

A 19-hole, 7,062.07-m diamond drilling campaign was completed on the Aurena project in 2011 and returned highlights of 29.05 m of 1.99 g/t Au, 43.50 m of 1.01 g/t Au, 23.80 m of 0.99 g/t Au, and 14.86 m of 0.74 g/t Au. Drilling demonstrated the continuity of mineralization along laterally continuous structures over a strike length of 1.8 km.

In fiscal 2013, the Company made the final payments on its option to acquire the Aurena, Nueva Reducción Corazón de Oro, and Guelaguichi concessions from Minera Zalamera, giving the Company 100% ownership of the project. Subsequently, the Company dropped the Nueva Reducción Corazón de Oro and Guelaguichi concessions.

Santa Marta Project

The Santa Marta volcanogenic massive sulfide project has seen reconnaissance geological mapping and geochemical sampling, as well as an airborne magnetics-VTEM survey. In addition, the Company has carried out detailed sampling and mapping in the 1960s-era pit. Minaurum's sampling in the pit has yielded 25 meters averaging 1.1% copper from oxidized metavolcanic rock.

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