Nighthawk Gold : Second Quarter 2022 MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED JUNE 30, 2022

1.	DESCRIPTION OF BUSINESS ............................................................................................................................	2
2.	EXPLORATION AND EVALUATION ACTIVITIES..............................................................................................	3
3.	EXPLORATION AND EVALUATION EXPENDITURES....................................................................................	13
4.	OUTLOOK ..........................................................................................................................................................	14
5.	SERVICE OBLIGATION UNDER TERMS OF COLOMAC AGREEMENT .......................................................	15
6.	RESULTS OF OPERATIONS ............................................................................................................................	16
7.	QUARTERLY FINANCIAL INFORMATION.......................................................................................................	17
8.	LIQUIDITY AND CAPITAL RESOURCES .........................................................................................................	18
9.	SIGNIFICANT ACCOUNTING POLICIES..........................................................................................................	19
10.	CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT JUDGMENTS ...................................................	21
11.	ACCOUNTING ISSUES......................................................................................................................................	22
12.	OUTSTANDING SHARE DATA .........................................................................................................................	23
13.	OTHER INFORMATION .....................................................................................................................................	24

The following management's discussion and analysis ("MD&A") is management's assessment of the results and financial condition of Nighthawk Gold Corp. ("Nighthawk" or the "Company") and should be read in conjunction with the condensed interim financial statements for the six months ended June 30, 2022 ("Q2 2022"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar amounts are in Canadian dollars, unless otherwise noted. The date of this MD&A is August 12, 2022. Nighthawk's common shares trade on the Toronto Stock Exchange ("TSX") under the symbol "NHK". Its most recent filings, including the Company's Annual Information Form("AIF") for the fiscal year ended December 31, 2021 are available under the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") www.sedar.com.

Under the guidelines of National Instrument 43-101- Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators ("NI 43-101"), John McBride, P.Geo., a member of the Professional Geoscientist of Ontario ("PGO"), and the Northwest Territories Association of Professional Engineers and Geoscientists ("NAPEG"), the Vice President of Exploration with Nighthawk, is the "Qualified Person" as defined by NI 43-101, and has reviewed and approved all technical disclosure contained in the MD&A.

Furthermore, technical information related to the 2022 MRE (as defined below) contained herein has been reviewed and approved by Marina Iund, M.Sc., P.Geo., Carl Pelletier, P.Geo., and Simon Boudreau, P.Eng. of InnovExplo, who

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are Independent and Qualified Persons as defined by NI 43-101, with the ability and authority to verify the authenticity and validity of this data.

Please refer to "NI 43-101 Technical Report and Up-Date of the Mineral Resource Estimate for the Indin Lake Gold Property, Northwest Territories, Canada", dated March 31, 2022, as filed under the Company's profile on

www.sedar.com.

1. DESCRIPTION OF BUSINESS

Nighthawk is a Canadian-based gold exploration company with 100% ownership of a large, district-scale land position (currently referred to as the 'Indin Lake Gold Property', or the "Project"), located 200 km north of Yellowknife, Northwest Territories ("NWT"), Canada (see Figure 1). Nighthawk controls a vastly underexplored Archean gold camp encompassing a total land package of 229,791 acres or 930 square kilometres ("km") within the Indin Lake Greenstone Belt.

Since its incorporation, mineral exploration activities have been Nighthawk's sole business and the Company has not conducted any revenue generating operations to date. As at June 30, 2022, Nighthawk had working capital of $29.5 million (including cash of $31.6 million), exploration and evaluation assets of $12.7 million, restricted cash of $4.7 million, and long-term liabilities, which primarily consisted of a provision for service obligation of $3.0 million and a reclamation provision of $0.9 million. As at June 30, 2022, the Company had flow-through expenditure commitments of $22 million which must be spent by December 31, 2023.

The global outbreak of COVID-19 continued during the three months ended June 30, 2022, which has had a significant impact on businesses through the restrictions put in place by the federal, provincial and territorial governments regarding travel, business operations and isolation/quarantine orders. At this time, the extent of the impact the COVID- 19 outbreak may have on the Company is unknown, as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the spread of the virus. While the extent of the impact remains unknown, we anticipate this outbreak may cause supply chain disruptions, and staff shortages, all of which may negatively impact the Company's business and financial condition.

In light of the current COVID-19 pandemic, the Company has taken precautions to ensure the safety and well-being of all personnel at site, as well as the surrounding communities. In February 2022 the Company began mobilization activities to prepare for the 2022 exploration program and commenced drilling on May 9, 2022. The Company continues its 2022 drill program and anticipates its completion in September 2022. Several screening and quarantine procedures are in place to detect and prevent any spread of infection.

Under an option agreement dated February 17, 2021, the Company acquired an option to earn a 100% interest in the Kim and Cass Property, consisting of 4 contiguous mining leases adjacent to Nighthawk's existing Indin Lake Gold Property. As part of the terms of the option agreement, the Company agreed to pay aggregate consideration of $1.1 million (pursuant to the schedule below) and grant a 2.5% net smelter return ("NSR") royalty. In addition, the Company shall have the right, at any time, to purchase up to 100% of the NSR for up to $2.5 million, thereby reducing the NSR to zero if the full 100% is purchased. The payment schedule is as follows:

• Upon execution of the option agreement - $400,000 (which was satisfied in full by the issuance of 340,000 common shares of the Company valued at $374,000);
• On or before February 17, 2022 - $350,000 (which was satisfied by the issuance of 475,996 common shares of the Company issued valued at $328,437); and
• On or before February 17, 2023 - $350,000 in any proportion of common shares or cash, at the Company's full discretion.

On May 3, 2022, the Company completed a public offering of 10,000,000 units ("May 2022 Units"), 9,285,000 flow- through units ("May 2021 FT Units") and 16,871,200 premium flow-through units ("May 2022 Premium FT Units")

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on a bought deal basis for aggregate proceeds of approximately $31 million. The May 2022 Units were sold at a price of $0.70 per unit, the May 2022 FT Units were sold at a price of $0.81 per FT Unit, and the May 2022 Premium FT Units were sold at a price of $0.98 per Premium FT Unit. Each May 2022 Unit was composed of one non-flow-through common share and half of one common share purchase warrant. Each whole warrant entitled the holder thereof to acquire one common share at a price of $1.05 until May 3, 2024 (a "May 2022 Warrant"). Each May 2022 FT Unit was composed of one flow-through common share and half of one May 2022 Warrant, issued on a flow-through basis. Each May 2022 Premium FT Unit was composed of one flow-through common share and half of one May 2022 Warrant, issued on a flow-through basis. The underwriters were issued 1,084,686 broker warrants exercisable until May 3, 2024, at an exercise price equal to $0.70 per common share.

2. EXPLORATION AND EVALUATION ACTIVITIES

The Company's property package (see Figure 1) lies along the West Bay - Indin Lake Fault Zone, a regional structure that extends over 200 km from the shores of Great Slave Lake to areas north of the Indin Lake Greenstone Belt. This fault zone contains the historical Giant and Con gold mines (historical production of approximately 13 million ounces of gold ("oz Au") to the south and Colomac (historical production of 527,908 oz Au)) within its northern extent. The Company believes this structure has played a major role in the development and localization of gold mineralization; much the same role as that of other large regional fault zones, such as the Destor-Porcupine Fault's influence on gold deposit formation within the Timmins gold camp. The Indin Lake Greenstone Belt remains one of the few underexplored historic Archean gold camps in Canada.

Figure 1

Indin Lake Greenstone Belt - Nighthawk Property Package

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The property is located within a historic gold belt which had been largely ignored for almost twenty-five years, rendering it vastly underexplored with numerous untested prospective targets. Several gold deposits and showings lie within the property, the most significant being the Colomac Main Deposit ("Colomac Main"), a former producing open pit gold mine, which was acquired by Nighthawk in January 2012 (see Section 2.1 - Acquisitions). Nighthawk has significantly advanced Colomac Main along with four other deposits (Goldcrest, Grizzly Bear, 24 and 27) that sit within proximity to Colomac Main (together, the "Colomac Centre") while advancing the four high-priority,higher-grade satellite deposits (Kim, Cass, Damoti, and Treasure Island) that are between 11 km to 28 km from the Colomac Centre. The Company has also conducted prospecting and regional mapping activities in search of new discoveries across its entire property package.

2.1 Acquisitions

In August 2008, Nighthawk acquired 6 mining leases and 6 mining claims within the Indin Lake Greenstone Belt known as the Damoti Lake Gold Property, subject to an existing 2% NSR.

Under agreements dated in January 2011, and as amended in April 2013, the Company acquired a 100% interest in 15 mining leases and 3 mining claims located within the Indin Lake Greenstone Belt (the "Indin Lake Claims/Leases"), subject to existing NSR's on certain claims ranging from 2% to 5%, for payments totalling $0.73 million.

In January and April 2011, the Company staked 107 additional mining claims within the Indin Lake Greenstone Belt thereby linking the Damoti Lake Gold Property with the Indin Lake Claims/Leases and consolidating much of the Indin Lake Gold camp to form the Indin Lake Gold Property.

On February 17, 2021, the Company entered into a binding option agreement for the Kim and Cass Property, 4 contiguous mining leases adjacent to Nighthawk's existing Indin Lake Gold Property as further described in Section 1

- Description of Business.

In 2021 application to convert 81 mining claims to mineral leases was submitted to the GNWT's Mining Recorders Office. The application is in approval process and will convert all remaining Indin Lake Property claims to 21 year mining leases.

Acquisition of the Colomac Property

On January 26, 2012, the Company completed an agreement (the "Colomac Agreement") to acquire 100% of the mineral claims and leases of the former producing Colomac Gold Mine and surrounding mineral leases (the "Colomac Property"), from then Aboriginal Affairs and Northern Development Canada ("AANDC") now Crown Indigenous Relations and Northern Affairs Canada (CIRNAC). The Colomac Property lies within the central portion of Nighthawk's 229,791-acre Indin Lake Gold Property.

As consideration for the Colomac Property, Nighthawk committed to perform reclamation services on three other sites within the Indin Lake Gold Property land package which are the responsibility of AANDC, being the Diversified, Chalco Lake, and Spider Lake sites. The obligation for the reclamation services being carried out on behalf of AANDC totals a maximum of $5.0 million. Upon closing, security in the form of letters of credit totalling $5.0 million ($3.0 million for the Diversified site, $1.0 million for the Chalco Lake site and $1.0 million for the Spider Lake site) were posted in favour of AANDC (collectively, the "Colomac LOC's") to secure the obligation to perform the services for each site. The Colomac LOC's are secured by guaranteed investment certificates at a Canadian chartered bank for the same amounts (the "Colomac GIC's"). The Company did not assume the reclamation liabilities of these three sites and is not responsible for any historical environmental liabilities associated with the Colomac Property. Upon completion of the reclamation services to the satisfaction of an independent third-party engineer, the Colomac LOC's with respect to each site will be released and the hold restriction on the related Colomac GIC will be eliminated. At any time, the Company may terminate the liability relating to this service obligation, but consequently would relinquish the related Colomac GIC still held as security against the Colomac LOC's at that time. See Section 5 - Service Obligation Under Terms of Colomac Agreement for further details. In March 2013, the reclamation activities at the Chalco Lake site

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were completed as the approval of the third-party engineer was obtained. Thus, the Colomac LOC with respect to the Chalco Lake site was released and the hold restriction on $1.0 million was eliminated.

2.2 Colomac

History of the Colomac Property

Gold was initially discovered at the Colomac Property in 1945. In 1990, Neptune Resources Corp. ("Neptune") put the property into production but shut it down in 1991 due to unfavourable gold prices after producing 138,600 ounces of gold. Royal Oak Mines Incorporated ("Royal Oak") acquired Colomac from Neptune in April 1993. Royal Oak recommenced stripping operations in March 1994, with first gold production in July 1994. Royal Oak closed the mine in December 1997 citing low gold prices, and subsequently filed for court protection from its creditors under the Companies' Creditors Arrangement Act in April 1999. AANDC became the owner of the Colomac Property by way of Court Order dated December 13, 1999, following the receivership of Royal Oak and its related companies and proceeded to complete the required remediation for the site. All mining and milling facilities were removed from the site subsequent to AANDC taking control of the property. During its peak, Royal Oak employed over 250 workers on the Colomac site, with a reported total historical production of 527,908 ounces of gold.

Colomac Centre - Summary

The Colomac camp site is located within the Colomac Centre (see Figure 2) and is accessed by winter road from Whatì via Yellowknife, NWT for approximately three months each year, or year-round by aircraft to a 5,000-foot airstrip on site. The five gold deposits within the Colomac Centre (Colomac Main, Goldcrest, Grizzly Bear, 24 and 27) and four satellite deposits (Kim, Cass, Damoti and Treasure Island; discussed in further detail below) represent the updated Mineral Resource Estimate1 (the "2022 MRE"). Colomac saw historical, intermittent mining from 1990 to 1997 (see discussion above) and was limited to one of three shallow open pits developed on a steeply dipping quartz diorite intrusion. Mining activities exploited only a small portion of the 7 km mineralized strike length. All mining and processing equipment and infrastructure have been removed from site.

1 For further details refer to the NI 43-101 Technical Report and Up-Date of the Mineral Resource Estimate dated March 31, 2022, which is available on SEDAR www.sedar.comand on the Company's website at www.nighthawkgold.com. Readers are encouraged to read the Technical Report in its entirety, including all qualifications, assumptions and exclusions that relate to the 2022 MRE. The Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context.

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