NV Gold : Management Discussion and Analysis for 3 month period ended November 30, 2021

NV GOLD CORPORATION

FORM 51-102F1

MANAGEMENT DISCUSSION AND ANALYSIS

THREE MONTH PERIOD ENDED NOVEMBER 30, 2021

The following management discussion and analysis for NV Gold Corporation ("the Company") is prepared as of January 25, 2022 and should be read together with the unaudited consolidated interim financial statements for the three month period ended November 30, 2021 and related notes attached thereto (financial statements), which were prepared in accordance with the International Financial Reporting Standards ("IFRS"). The reader should also refer to the Company's audited consolidated financial statements and accompanying notes for the year ended August 31, 2021.

All dollar figures included therein and in the following MD&A are quoted in Canadian dollars. 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 interim 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.

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.

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:

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US$25,000	First anniversary date (incurred)
US$50,000	Second anniversary date (incurred)
US$75,000	Third anniversary date
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
US$45,000	Fourth anniversary date
US$50,000	Fifth anniversary date and annually thereafter as long as the Lease remains in effect

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. Seventeen holes were drilled, where the strongest values were identified to be found in the altered zones and in vein systems.

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 "Projects") 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 Nevada projects 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.

The 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

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During the year ended August 31, 2021, the Company wrote down the claims to $1 and charged $1,906,673 in capitalized costs to operations. The claims that comprise the Nevada Properties remain in good standing.

Cooks Creek Project, Nevada, USA

The Cooks Creek Project consists of 51 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, 2021, the Company wrote down the claims to $1 and charged $713,885 in capitalized costs to operations. The claims remain in good standing.

Green Gold Project, Nevada, USA

The Company staked 39 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, 2021, the Company wrote down the claims to $1 and charged $8,777 in capitalized costs and charged them to operations. The claims remain in good standing.

SW Pipe Project, Nevada, USA

The Company staked 84 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.

The significant terms of the Agreement are as follows. HOC US will pay the Company US$50,000 plus the annual renewal costs of the SW Pipe of US$13,860 (received). HOC US can earn a 51% interest in SW Pipe by incurring US$7,500,000 in exploration expenditures over 5 years ("Phase 1 Earn-in") and making additional cash payments to the Company totalling US$750,000. HOC US may earn-in an additional 24% interest in SW Pipe by incurring an additional US$2,500,000 in exploration expenditures and delivering a completed Feasibility Study with 3 years of the Phase 1 Earn-in date (which may be extended by up to a further 3 years subject to agreed payments by HOC US for each 12 month extension ("Phase 2 Earn- in")). At anytime after earning a 51% interest in SW Pipe (but prior to the expiry of the Phase 2 Earn-in period), HOC US can purchase 100% of SW Pipe for US$25,000,000 or 12,500 ounces of gold, at the election of the Company and the Company would retain a 2% Net Smelter Royalty. HOC US's 51% (75% if applicable), when earned, will be held in a joint venture agreement formed in accordance with the terms of the Agreement whereby the Company will have a 49% or 25% interest, as applicable.

Cone Project (Nevada, USA)

The Company staked 47 claims consisting of the Cone Project, located in Eureka County, Nevada.

Darby Flats Project (Nevada, USA)

The Company staked 6 claims consisting of the Darby Flats Project, located in Elko County, Nevada.

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.

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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.

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
• 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
• 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

Exodus Gold Project ( British Columbia, Canada)

On July 3, 2020, the Company entered into a letter agreement ("Option Agreement") with Exodus Mineral Exploration Ltd. ("Exodus") under which the Company may acquire a 51% interest in the Exodus Gold Project, located near Prince George, British Columbia, Canada, by paying $30,000 in cash (paid), issuing 4,900,000 common shares (250,000 common shares issued valued at $78,750) and completing $1,600,000 in exploration work commitments on the Exodus Gold Project by the third anniversary date ("Approval Date") the TSX-V accepts the Option Agreement. During the year ended August 31, 2021, the Company determined that it was not economically feasible to proceed with the Exodus Gold Project and terminated the Option Agreement with Exodus. As a result, $599,589 in capitalized expenditures, net of recoveries of $73,871, were written- off and charged to operations.

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 on 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.

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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 2021. The Swiss Permits remain in good standing.

Overall Performance

As at August 31, 2021, the Company had $2,524,071 (August 31, 2021 - $3,506,257) in cash and working capital was $2,694,867 (August 31, 2021 - $3,625,978). The Company incurred a net loss of $153,708 (2020 - $1,184,456) during the three month period ended November 30, 2021.

Other Events and Transactions

1. On September 27, 2021, 1,551,750 warrants exercisable at $0.20 per warrant and 14,000 finder's warrants exercisable at $0.20 per finder warrant, expired unexercised.
2. On September 29, 2021, 1,175,000 stock options exercisable at $0.35 per stock option expired unexercised.
3. The Company received $21,000 from the Ministry of Energy, Mines and Petroleum Resources in British Columbia, Canada as a refund of a reclamation bond.
4. Drill NV Inc., based in Dayton, Nevada has been contracted by the Company to provide up to 6,000 meters of RC drilling for the Company. Drilling is expected to commence in October 2021 and will initially focus on the Slumber Project followed up with programs at the Discovery Bay Project and then onto the Pickhandle Project.
5. Announced the commencement of a drill program at Slumber on October 25, 2021.

Events subsequent to the reporting period

1. On December 2, 2021, the Company granted 75,000 stock options exercisable at $0.20 per option until December 2, 2026 to John Kerr, a newly appointed advisor to the Board of Directors.

Mineral Property Updates

Slumber Gold Project, Nevada, USA

The Q4-2021 drill program at Slumber has currently completed five RC (reverse circulation) drill holes totaling approximately 900 meters. The goal of this program is the confirmation of a reinterpreted geological model and correlation of alteration and possible gold mineralization with a low resistivity zone identified by last year's CSAMT work (see press release September 7th, 2021). The initial holes appear to confirm this previously untested concept.

These initial holes have been visually encouraging, extending the zone of alteration by at least 500 meters to the north, while now demonstrating significant thickness as well (+150 m). All holes into the resistor zone have encountered highly- brecciated, silicified, hematitic rocks that remained in strong alteration at termination. Abundant groundwater has continued to be a depth-limiting factor for the RC equipment; therefore, the Company will limit the balance of this program to testing remaining shallower resistivity zones. Follow-up drilling will be dependent upon core rig availability. Initial analytical results from this program are expected to be received in late January 2022, depending upon laboratory constraints related to COVID-19 and staffing.

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