NV Gold : Earnings Document

NV GOLD CORPORATION

FORM 51-102F1

MANAGEMENT DISCUSSION AND ANALYSIS

SIX MONTH PERIOD ENDED FEBRUARY 28, 2023

The following management discussion and analysis for NV Gold Corporation ("the Company") is prepared as of April 6, 2023 and should be read together with the unaudited consolidated interim financial statements for the six month period ended February 28, 2023 and related notes attached thereto (financial statements), which were prepared in accordance with the International Accounting Standard ("IAS") 34 Interim Financial Reporting. The reader should also refer to the Company's audited consolidated financial statements and accompanying notes for the year ended August 31, 2022.

All dollar figures included therein and in the following MD&A are quoted in Canadian dollars, unless otherwise specified. Additional information related to the Company is available for view on SEDAR under the Company's profile at www.sedar.comand on the Company's website at www.nvgoldcorp.com.

Description of Business

NV Gold Corporation (the "Company") was incorporated under the laws of the province of British Columbia on May 23, 2007. The Company's principal business activity is the identification, acquisition and exploration of mineral properties in the United States and Switzerland. The Company trades on the TSX Venture Exchange ("TSX-V") in Canada under the symbol NVX and the OTC and OTCQB Markets in the United States under the symbol NVGLF. On June 1, 2021, the Company's common shares commenced trading on the Frankfurt Stock Exchange ("FSE") under the symbol 8NV.

The unaudited consolidated financial statements contained herein include the accounts of the Company and its two wholly owned subsidiaries, NV Gold Corporation (USA) Inc. ("NV Gold USA") and SwissGold Exploration AG ("SwissGold"). All inter-company balances and transactions have been eliminated upon consolidation.

The Company is in the business of exploring and developing its mineral properties in the United States and Switzerland and has not yet determined whether these properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for mineral property and related deferred exploration costs is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of the mineral property and upon future profitable production.

Technical Disclosure in the Management Discussion and Analysis

Dr. Michael Gustin and Dr. Quinton Hennigh (Advisor to NV Gold Corp.), both Qualified Persons pursuant to National Instrument ("NI 43-101"), are responsible for, and has reviewed and approved, the technical information contained in the Company's new releases, which have been referred to in this MD&A. Damir Cukor, also a Qualified Person, has reviewed and approved the technical information contained on the Company's news releases regarding drilling on the Slumber Gold Project.

Mineral Properties

Slumber Gold Project, Nevada, USA

On May 30, 2019 the Company announced that it executed a binding letter of intent (the "LOI") with Tim Percival and Darryl Killian (the "Vendors"), providing the Company the right to enter into a Lease Agreement to lease an undivided 100% right, title and interest in the Slumber Gold Project ("Slumber") in Nevada.

Slumber occurs along an intra-mountain graben in the Jackson Mountains approximately 50 miles northwest of Winnemucca, Humboldt County, Nevada and is approximately 21 miles west of the Sleeper bonanza epithermal vein gold deposit. Slumber is one of several high-level epithermal gold systems on a trend from the Jackson Mountains, through the Bilk Creek Mountains and continuing north into Oregon. These deposits, along with the Sleeper, Sulphur-Hycroft, Goldbanks, Blue Mountain, Sandman, and other precious metals deposits located along the western splays and associated fault-fracture zones of the mid- Miocene (Tertiary) Northern Nevada Rift, define an important epithermal province in northwestern Nevada.

For additional historical details on Slumber, refer to the May 30, 2019 news release.

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On July 29, 2019, the Company formalized the LOI and entered into a Mining Lease and Surface Use Agreement ("Lease") with the Vendors. The company is subject to incur minimum annual work commitments as follows:

US$25,000	First anniversary date (incurred)
US$50,000	Second anniversary date (incurred)
US$75,000	Third anniversary date (incurred)
US$75,000	Fourth anniversary date
US$100,000	Fifth and each anniversary date thereafter

The Company is also required to make Advance Minimum Royalty Payments to the Vendors until production of minerals is achieved as follows:

US$10,000	Upon execution of the Lease (paid)
US$15,000	First anniversary date (paid)
US$25,000	Second anniversary date (paid)
US$35,000	Third anniversary date (paid)
US$45,000	Fourth anniversary date
US$50,000	Fifth anniversary date and annually thereafter as long as the Lease remains in effect

SW Pipe Project, Nevada, USA

The Company staked unpatented mining claims in Lander County, Nevada. The claims, collectively named the SW Pipe Project ("SW Pipe"), cover approximately 6.5 square km (2.5 square miles).

On April 23, 2021, the Company entered into an Exploration Earn-In Agreement ("Agreement") with Hochschild Mining (US) Inc. ("HOC US"), a subsidiary of Hochschild Mining PLC ("Hochschild"), with respect to SW Pipe. Effective August 27, 2022, HOC US terminated the Agreement.

Sandy Gold Project, Nevada, USA

The Company acquired 100% control of the Sandy Gold Project ("Sandy"), located in Lyon County, Nevada, by staking available ground over and around the gold project. The property was identified by reviewing the Company's 100% owned geological database purchased from vendors in prior years. The Project shows widespread alteration and mineralization hosted by Tertiary volcanic rocks. Alteration mostly occurs as argillization of the host volcanic units, closely associated with iron oxides. Mineralization is most obviously expressed as several types of veins, including banded epithermal veins with chalcedonic to finely crystalline quartz, with varying amounts of calcite and adularia, and local barite. Coarse-grained calcite veins are also present. The Project was originally explored in 1993-1994, which included geologic mapping, rock-chip and soil sampling, and drilling. Rock-chip assay and geochemistry values of 1.5 ppm Au, 7937 ppm As, 240 ppm Sb, and 31 ppm Hg were recorded. Seventeen holes were drilled, where the strongest values were identified to be found in the altered zones and in vein systems.

Redstar Nevada Properties, Nevada, USA

On September 29, 2016 the Company completed its acquisition of the Nevada assets of Redstar Gold Corp. ("Redstar"). These assets consist of a 100% interest in 11 exploration projects (the "Redstar Nevada Properties") in Nevada, 4 of which are subject to NSRs, as well as the AngloGold-Ashanti database (the "Database") purchased by Redstar in 2008.

The Company acquired the Database and the 11 Redstar Nevada Properties by issuing to Redstar a total of 6,172,730 common shares of the Company, including 172,730 shares to comply with the anti-dilution provision of the Purchase Agreement, resulting in Redstar owning 29.9% of the Company's outstanding common shares upon completion of the transaction. The common shares were valued at $2,160,455. Of this value, $1,692,357 ($342,072 allocated to the Cooks Creek Project) was recognized as exploration and evaluation assets acquisition costs and $468,098 was recognized as geological database expense and charged to operations during the year ended August 31, 2017.

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The Redstar Nevada Properties are currently comprised of the following projects:

	County in
	State of
Project Name	Nevada
Gold Cloud	Eureka
Larus	Eureka
Long Island	Nye
Oasis	Esmeralda
Painted Hills	Humboldt
Queens	Nye
Richmond Summit	Eureka
Root Spring	Pershing
Seven Devils	Pershing

During the years ended August 31, 2022 and 2021, the Company wrote down the claims to $1 and charged $92,029 (2021 - $1,906,673) in capitalized costs to operations. The claims that comprise the Redstar Nevada Properties remain in good standing.

Cooks Creek Project, Nevada, USA

The Cooks Creek Project consists of unpatented mining claims in Lander County, Nevada. These claims consisted of one of the 11 exploration projects in Nevada acquired from Redstar on September 29, 2016.

In December 2016, the Company commenced and completed a 9-hole 1,475 meter reverse-circulation rotary drill program on the project. The targets tested did not yield results of merit. The project will continue to be evaluated to determine additional targets. Refer to the Company's press release dated February 6, 2017 for complete drill results.

During the year ended August 31, 2022 the Company wrote down the claims to $1 and charged $12,209 in capitalized costs to operations. The claims remain in good standing.

Green Gold Project, Nevada, USA

The Company staked unpatented mining claims in Pershing County, Nevada, the claims, collectively named the Green Gold Project, cover approximately 3.6 square km (1.4 square miles). During the year ended August 31, 2022 the Company wrote down the claims to $1 and charged $5,243 in capitalized costs and charged them to operations. The claims remain in good standing.

Cone Project (Nevada, USA)

The Company staked claims consisting of the Cone Project, located in Eureka County, Nevada. During the year ended August 31, 2022, the Company wrote down the claims to $1 and charged $40,952 in capitalized costs to operations. The claims remain in good standing.

Darby Flats Project (Nevada, USA)

The Company staked claims consisting of the Darby Flats Project, located in Elko County, Nevada. . During the year ended August 31, 2022, the Company wrote down the claims to $1 and charged $10,240 in capitalized costs to operations. The claims remain in good standing.

Nevada Leases (Nevada, USA)

During the year ended August 31, 2021, the Company entered into lease agreements for the Discovery Bay Gold Project, the Pickhandle Gold Project, the Spanish Canyon Gold Project, the Fisher Canyon Gold Project and the Gold Bell Property. All five lease agreements provide the Company with the right to lease an undivided 100% right, title and interest in the projects. The Company paid a total of US$70,867, comprising of US$55,000 on initial lease signing and US$15,867 for claim filing and registration.

Discovery Bay Gold Project consists of 12 claims located in Lander County, Nevada and subject to a 2% NSR. The lease agreement was entered into on June 1, 2021.

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Pickhandle Gold Project consists of 12 claims located in Lander County, Nevada and subject to a 2% NSR. The lease agreement was entered into on June 1, 2021.

Spanish Canyon Gold Project consists of 25 claims located in Nye County, Nevada and subject to a 2.5% NSR. The lease agreement was entered into on June 1, 2021.

Fisher Canyon Gold Project consists of 18 claims located in Pershing County, Nevada and subject to a 2.5% NSR. The lease agreement was entered into on June 21, 2021.

Gold Bell Property consists of 21 claims located in Mineral County, Nevada and subject to a 2.5% NSR. The lease agreement was entered into on June 21, 2021.

The combined annual lease payments for the five leases are as follows:

• US$65,000 on the first anniversary (paid)
• US$100,000 on the second anniversary
• US$150,000 on the third anniversary
• US$200,000 on the fourth anniversary
• US$250,000 on the fifth and subsequent anniversaries

The combined annual work commitments for the five leases are as follows:

• US$95,000 on the first anniversary. The annual work commitments related to the Spanish Canyon Gold Project, Fisher Canyon Gold Project and Gold Bell Property were not met and the Company wrote down the value of the claims to $1 each during the year ended August 31, 2022.
• US$210,000 on the second anniversary
• US$325,000 on the third anniversary
• US$375,000 on the fourth anniversary
• US$500,000 on the fifth and subsequent anniversaries

Swiss Permits, Switzerland

On October 8, 2014, the Company's Swiss subsidiary, SwissGold, was issued a five year exploration permit ("Permit") for gold and precious metals that covers an area of approximately 224km2 within the Communes of Medel / Lucmagn, Disentis/Muster and Sumvitg in Canton Graubunden, southeastern Switzerland. The Permit is governed by the terms of an amended mining law that has been approved by the residents of the Communes. The Permit is renewable for two additional 5- year terms. Under the terms of the Permit, the Company must:

1. pay an initial fee of Swiss Francs 4,500 (paid);
2. pay an annual fee of Swiss Francs 4,500 (paid);
3. incur exploration expenditures of Swiss Francs 120,000 before the end of 2015; and
4. incur exploration expenditures of Swiss Francs 100,000 annually thereafter during the first term of the Permit to maintain the Permit in good standing.

Excess expenditures may be carried forward to meet expenditure requirements in future years. Also, the Communes can issue a mining concession to the Company subject to: (i) completion of a satisfactory feasibility study; (ii) completion of an environmental impact study; and (iii) consent from each of the three municipal bodies in the Communes.

The Company has a NI 43-101 compliant technical report, dated November 14, 2014, on the project. The technical report was prepared by Mine Development Associates of Reno, Nevada. The full report is available for view under the Company's profile on Sedar at www.sedar.com.

In prior fiscal years the Company received written confirmation from the Communes regarding future work commitment obligations whereby the Company was provided with relief from incurring exploration expenditures. The minimum exploration expenditures commitment was not required for 2022. The Swiss Permits remain in good standing.

Overall Performance

As at February 28, 2023, the Company had $485,900 (August 31, 2022 - $1,291,948) in cash and working capital was $567,946 (August 31, 2022 - $1,299,400). The Company incurred a net loss of $369,131 (2022 - $448,164) during the six month period ended February 28, 2023.

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Other Events and Transactions

1. On September 8, 2022, the Company announced its intended plans for the 2022-2023 exploration and drilling program for its six highest priority projects in Nevada. The projects are Sandy Project, Triple T Gold Project, Pickhandle Gold Project, Spanish Canyon Project, Discovery Bay Project and Slumber Project. The Company has secured a drill rig and has initiated drilling at its Sandy Project. Refer to the press release from September 8, 2022 for more details.
2. On September 26, 2022, the Company announced that it completed four Reverse Circulation ("RC") holes totaling 1,600 feet (487.7m) at the Sandy Project and has initiated a first-stage two to four-hole drilling program at the Pickhandle Gold Project. Assay results from the Sandy Project will be released when available. Refer to the press release of September 26, 2022 for more details.
3. On October 4, 2022 the Company announced that it retained the services of Robert Ferguson of Freeform
   Communications Inc. ("Freeform") of Vancouver, BC, to provide various investor relations, communications and consulting services for, and on behalf of, the Company in connection with the Company's interactions with shareholders, media and members of the investment community. The retainer is for a period of one year.
   Mr. Ferguson is the president and CEO of Freeform Communications Inc, a Vancouver based Investor Relations firm which was founded in 1992 and has acted on behalf of numerous public companies and has assisted in building awareness and providing on going Investor Relations services.
   In consideration for such services, the Company has agreed to pay a fee of $4,000 per month plus GST/HST. In addition, in connection with his appointment the Company has granted Freeform/Robert Ferguson an option to acquire 250,000 common shares of the Company at $0.075 per share, exercisable for a period of two years but subject to vesting of 1/4th of the options every three months, with the initial 1/4th of the options vesting on the 3-month anniversary of the grant. The Company will pay for the services of Freeform from its unallocated working capital.
   The appointment of Freeform is subject to the requisite filings with and acceptance of the TSX-V and applicable securities laws.
4. On October 11, 2022 the Company announced that it has received the approval of the Notice of Intent (NOI) for its Triple T Gold Project in Pershing County, Nevada. The Company is planning to drill 10 RC holes. Commencement of drilling is subject to capital and drill rig availability.
5. On October 26, 2022 the Company announced that it has identified a strong geochemical anomaly from a recently completed soil sampling program on the SW Pipe Gold Project. A total of 567 soil samples were collected on the property and later modeled in MapInfo. The modeling shows a large and comprehensive zone of overlapping Carlin- type geochemical anomalies. Refer to the press release of October 26, 2022 for more details.
6. On November 1, 2022 the Company announced that it has identified five new mercury vapor anomalies at the Slumber Gold Project. Three drill campaigns conducted between August 2019 to early 2022 confirmed that a zone of resistivity, reflecting hematite bearing and slightly silicified rocks, correlates well with alteration and gold mineralization. The resistivity zone continues to be open and remains untested to the north and northeast. The Company has now demonstrated that Slumber hosts a low-grade bulk-tonnage, oxide-goldsystem, which remains open in multiple directions. Drilling remains widely spaced over this large area, with reasonable expectations of locating structural and lithologically favorable zones of potentially higher grade mineralization. Refer to the press release of November 1, 2022 for more details.
7. On December 14, 2022 the Company announced that it has identified four gold targets based on positive mercury (HG) vapor test results and potentially Carlin-type gold targets at its SW Pipe Gold Project. Refer to the press release of December 14, 2022 for more details.
8. On January 25, 2023, the Company provided an exploration activity update for 2023 by outlining its highest drill priorities and early-stage project evaluation. The Company intends to prioritize three projects, subject to capital availability: 1) SW Pipe, 2) Slumber Gold Project; and 3) Triple T Gold Project (also referred to Fisher Canyon). The Company also plans to evaluate over 30 new potential prospective areas generated through its exploration data library, which was previously conducted as a collaborative exercise with GoldSpot Discoveries Corp. Refer to the news release from January 25, 2023 for more information.
9. On February 2, 2023, the Company held its Annual General Meeting. All proposed resolutions were passed.

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