OMAI GOLD MINES : MANAGEMENTS DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2022

OMAI GOLD MINES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Omai Gold Mines Corp. (an exploration-stage company) Management Discussion & Analysis

For the three months ended March 31, 2022 (Expressed in United States Dollars)

Introduction

This Management Discussion and Analysis ("MD&A"), dated May 25, 2022, provides a review of the financial position and the results of operations of Omai Gold Mines Corp. (the "Corporation", "Omai" or the "Company") and constitutes management review of the factors that affected the Company's financial and operating performance for the three months ended March 31, 2022. This MD&A has been prepared in compliance with the requirements of National Instrument 51- 102 - Continuous Disclosure Obligations. The review is provided to enable the reader to assess the significant changes in the financial condition of the Company as at and for the three months ended March 31, 2022. This MD&A should be read in conjunction with the condensed interim consolidated financial statements of the Company for the three months ended March 31, 2022 and 2021 together with the notes thereto. The Company's financial statements and the financial information reported in this MD&A have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). All amounts presented are stated in United States dollars, unless otherwise indicated. Information contained herein is presented as of March 31, 2022, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Omai's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Highlights

During Q1 and to date in 2022, the Company:

1. Announced its maiden NI 43-101 Mineral Resource Estimate;
2. • 703,300 ounces of gold in an Indicated resource of 16.7 million tonnes averaging 1.31 grams of gold per tonne, and
   • 940,000 ounces of gold in an inferred resource of 19.5 million tonnes averaging 1.50 grams of gold per tonne.

1. Expanded its presence in Guyana by taking over management of the in-country logistics as part of the rationalization of in-country operations;

1. Completed all remaining payments related to the acquisition of a 100% Interest in the Omai Prospecting License and residual long term debts related to the acquistion;

1. Continued an aggressive exploration program on the past-producing Omai gold project in Guyana:
2. • Commenced a trenching, mapping and sampling program on identified exploration targets;
   • Re-startedthe diamond drilling program in late February with one rig and a second rig was added in mid-March;
   • After drilling certain exploration targets, commenced drilling along the western extension of the new Wenot deposit.

1. Announced significant gold results from trenching of two target areas located west of the Fennell pit, at Blueberry Hill and Snake Pond with follow up drilling.

The Company continued to focus on its core objectives:

1. Building gold resources that could support the re-development of an economic mining operation:
2. • The Company's January 4, 2022 announcement of the maiden NI 43-101 Mineral Resource Estimate is a significant first step towards this objective.

1. Reducing overhead costs in order to maximize funds available for exploration:
2. • Q1 financial results attest to our achievement of this objective both with respect to G&A as well as rationalizing in-country operations.
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Omai Gold Mines Corp. (an exploration-stage company) Management Discussion & Analysis

For the three months ended March 31, 2022 (Expressed in United States Dollars)

1. Executing quality exploration programs in an impactful, safe, responsible, and cost effective manner:
2. • The Company operated effectively throughout the pandemic and introduced measures that were effective in managing the Covid-19 risks to its employees.

1. Creating value for all stakeholders by both verifying historic and known mineralization and resources, and pursuing new discoveries on this past producing gold property:
2. • In Q1 2022, the Company commenced exploration on some of the priority exploration targets that were identified as having potential for new near surface deposits, then initiated step out drilling to test the extension of the Wenot shear corridor to the west of the new Wenot gold resource.

Cautionary Note Regarding Forward-Looking Information

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward- looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

	Forward-looking			Assumptions			Risk factors
	statements
	Potential of the			Financing should be available for			Precious metals price volatility;
	Company's properties to			future exploration of the Company's			uncertainties involved in interpreting
	contain economic			properties; the actual results of the			geological data and confirming title to
	deposits of precious and			Company's exploration activities will			acquire exploration and evaluation
	base metals.			be favourable; operating and			assets; the possibility that future
				exploration costs will not exceed the			exploration results will not be consistent
				Company's expectations; the Company			with the Company's expectations;
				will be able to retain and attract skilled			availability of financing for and actual
				staff; all requisite regulatory and			results of the Company's exploration
				governmental approvals for			activities; increases in costs;
				exploration projects and other			environmental compliance and changes
				operations will be received on a timely			in environmental and other local
				basis upon terms acceptable to the			legislation and regulation; interest rate
				Company, and applicable political and			and exchange rate fluctuations; changes
				economic conditions are favourable to			in economic and political conditions; the
				the Company; the price of precious and			Company's ability to retain and attract
				base metals and applicable interest			skilled staff; risks to title; mineral tenure
				and exchange rates will be favourable			and availability of permits.
				to the Company; no title disputes exist
				with respect to the Company's
				exploration and evaluation assets.

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Omai Gold Mines Corp. (an exploration-stage company) Management Discussion & Analysis

For the three months ended March 31, 2022 (Expressed in United States Dollars)

The Company's ability to	The operating and exploration	Changes in debt and equity markets;
meet its working capital	activities of the Company for the	timing and availability of external
needs at the current	twelve-months and beyond, and the	financing on acceptable terms; changes
level for the twelve-	costs associated therewith, will be	in the operations currently planned for
month period. The	dependent on raising sufficient	the next twelve months; increases in
Company expects to	additional capital consistent with the	costs; environmental compliance and
incur further losses in	Company's current expectations.	changes in environmental and other
the development of its		local legislation and regulation; interest
business.		rate and exchange rate fluctuations;
		changes in economic conditions.
The Company's ability to	The exploration activities of the	Changes in debt and equity markets;
carry out anticipated	Company for the next twelve months,	timing and availability of external
exploration on its	and the costs associated therewith,	financing on acceptable terms;
exploration and	will be consistent with the Company's	increases in costs; changes in the
evaluation assets.	current expectations.	operations currently planned for the next
		twelve months; environmental
		compliance and changes in
		environmental and other local legislation
		and regulation; interest rate and
		exchange rate fluctuations; changes in
		economic conditions; receipt of
		applicable permits, ability to access the
		property, ability to secure the necessary
		personnel and support services to
		complete the planned programs.
Management's outlook	Financing will be available for the	Precious metals price volatility; changes
regarding future trends,	Company's exploration and operating	in debt and equity markets; interest rate
including the future price	activities; the price of precious and	and exchange rate fluctuations; changes
of precious metals and	base metals will be favourable to the	in economic and political conditions;
availability of future	Company.	availability of financing.
financing.
The Company will	The Company will focus its budget on	Management may change its plans
continue to focus its	the exploration work program at the	based on future exploration results.
exploration efforts on	Omai Gold Mine.	Political or social factors may make it
existing targets located		difficult or unfeasible to continue to
at the Omai Gold Mine in		explore the Omai Gold Mine property.
Guyana.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company's ability to predict or control. Please also make reference to those risk factors referenced in the "Risks Factors" section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward- looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward- looking statements whether as a result of new information or future events or otherwise, except as may be

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Omai Gold Mines Corp. (an exploration-stage company) Management Discussion & Analysis

For the three months ended March 31, 2022 (Expressed in United States Dollars)

required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Background

The company originally was incorporated under the Ontario Business Corporation Act ("OBCA") on March 22, 1962, as Citadel Gold Mines Inc.

On June 15, 2011, Anconia Resources Corp. ("Anconia") completed a reverse takeover transaction pursuant to which Anconia (then Citadel) acquired all of the issued and outstanding common shares in the capital of 2215107 Ontario Inc., a private Ontario company (incorporated under the OBCA on August 18, 2009) with an interest in a mineral property in Nunavut. In fiscal 2019, the Board of Directors and Management of Anconia decided, in light of the proposed transaction with Avalon Investment Holdings Ltd. ("Avalon"), the Company would no longer seek financing to explore the Nunavut property and it was written off. On September 2, 2014, the Company acquired an exploration project in the Kirkland Lake area of Ontario, Canada known as the Grenfell property.

On October 10, 2019, Anconia and Avalon announced that they had entered into a definitive acquisition agreement dated October 9, 2019 (the "RTO"), in respect of a proposed transaction (the "Transaction"), whereby Anconia agreed to acquire all of the issued and outstanding securities of Avalon, by way of three-cornered amalgamation, share exchange or such other form of business combination as the parties determined. The entity that resulted from the completion of the Transaction (the "Resulting Issuer"), continued to carry on base and precious metals exploration and development, focused primarily on the exploration of Avalon's Omai Gold Mine project in Guyana.

Avalon is a Barbados corporation incorporated on February 22, 2018, based in Christ Church, Barbados, with a wholly-owned operating subsidiary, Avalon Gold Exploration Inc. ("AGE").

On October 1, 2020, the Company completed the RTO with Avalon, pursuant to which the Company acquired all of the issued and outstanding common shares in the capital of Avalon. On closing of the transaction, the Company changed its name to Omai Gold Mines Corp. ("Omai") and completed a consolidation of Anconia's shares on the basis of one post-consolidation common share for each 15 pre-consolidation common shares.

Exploration and Evaluation Projects

Omai Project

On April 26, 2019, the Guyana Geology & Mines Commission ("GGMC") issued Prospecting Licence (PL #01/2019) to Avalon Gold Exploration Inc. ("AGE") for the exclusive right of occupation and exploration for gold, precious minerals and precious stones, on 4,590 acres of licenced area (the "Omai PL"), including the site of the past- producing Omai Gold Mine, Potaro Mining District, Guyana.

The Company, through AGE, holds a 100% interest in the Omai PL in the Potaro Mining District in Guyana, which covers 4,590 acres of licensed area, including the site of the past producing Omai Gold Mine. The Omai PL provides for an exclusive right of occupation and exploration for gold, precious minerals and precious stones and to use certain existing infrastructure at the Omai Gold Mine for any future mining operations, subject to entering into specific lease agreements therefor.

The GGMC granted the Omai PL to AGE on April 26, 2019. The Company renewed the license for one-year period prior to the April 25, 2022 expiry date. The Company is permitted to renew the license for an additional one-year period in 2023. In consideration for the license, AGE agreed in 2019 to pay the GGMC an aggregate fee of $4 million to secure the Omai PL, of which $1 million was paid during the 1st year, $1 million was paid during the 2nd year and a further $2 million was due on October 1st, 2021. The Company paid $1 million on October 1, 2021 and as of the date of this report the remaining $1 million has been paid. In addition to these fees, the agreement provides for an exclusive right to use certain existing infrastructure at the Omai Gold Mine for any future mining operations, subject to entering into specific lease agreements. The Company became aware that there were legacy mining permits overlapping the southwest portion of the Omai PL. These mining permits were voluntarily relinquished on October 21, 2021 via notification to the GGMC. There are no other known rights infringing on the rights the Company holds on the Omai PL.

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