Orezone Gold : Financial Statements

OREZONE GOLD CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Orezone Gold Corporation

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2023

This Management's Discussion and Analysis ("MD&A") was prepared by management, and was reviewed and approved by the Board of Directors ("Board") on May 9, 2023, the date of this MD&A. The following discussion of performance, financial condition, and future prospects should be read in conjunction with the condensed interim financial statements for the three months ended March 31, 2023 ("Interim Financial Statements"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS").

All dollar figures in this MD&A are in United States dollars and all tabular amounts are in thousands, unless stated otherwise. References to "$" or "US$" are to United States dollars, references to "C$" are to Canadian dollars, and references to "CFA" or "XOF" are to West African Communauté Financière Africaine francs. Abbreviations "M" means millions, "K" means thousands, "km" means kilometres, "m" means metres, and "oz" means troy ounces.

Corporate Information

The Company was incorporated on December 1, 2008 under the Canada Business Corporations Act and is listed on the Toronto Stock Exchange ("TSX") under the symbol "ORE". The Company's common shares also trade on the OTCQX market under the symbol "ORZCF".

The Company is a West African gold producer engaged in mining, developing, and exploring its 90%-owned flagship Bomboré gold mine ("Bomboré") in Burkina Faso. The Company achieved commercial production at its multi-million ounce Bomboré mine on December 1, 2022 and is now strategically focussed on its proposed Phase II Expansion to markedly improve annual and life of mine gold production. An updated feasibility study is slated for completion in Q3-2023 with a construction decision to follow.

Orezone Gold Corporation

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2023

2023 First Quarter Highlights

(All mine site figures are on a 100% basis)		Q1-2023	Q4-2022
Operating Performance
Gold production	oz	41,301	22,258
Gold sales	oz	43,139	24,676
Average realized gold price	$/oz	1,892	1,760
Cash costs per gold ounce sold1	$/oz	799	973
All-in sustaining costs1 ("AISC") per gold ounce sold	$/oz	926	1,075
Financial Performance
Revenue	$000s	81,712	43,431
Earnings from mine operations	$000s	39,670	16,660
Net income attributable to shareholders of Orezone	$000s	22,560	3,763
Net income per common share attributable to shareholders of Orezone:
Basic	$	0.07	0.01
Diluted	$	0.06	0.01
Adjusted EBITDA1	$000s	42,645	15,725
Adjusted earnings attributable to shareholders of Orezone1	$000s	24,574	9,903
Adjusted earnings per share attributable to shareholders of Orezone1	$	0.07	0.03
Cash and Cash Flow Data
Operating cash flow before changes in working capital	$000s	41,137	15,400
Operating cash flow	$000s	38,926	23,235
Free cash flow1	$000s	31,498	8,942
Cash	$000s	45,172	9,158

• Cash costs, AISC, Adjusted EBITDA, Adjusted earnings, Adjusted earnings per share, and Free cash flow are non-IFRS measures. See "Non- IFRS Measures" section below for additional information.

The Company poured first gold on September 10, 2022 and declared commercial production on December 1, 2022 at its Bomboré mine. As a result, comparative figures for the corresponding quarter in the prior year have not been presented as they are not meaningful as the Bomboré mine was under construction during this period. Operating and financial performance in the current quarter have been compared against Q4-2022 to highlight quarter-over-quarter movements in performance.

Corporate and Financial Highlights

• Zero lost-time injuries with 928,000 personnel-hours worked in Q1-2023 by Bomboré employees and direct contractors reflecting the Company's strong safety focus.
• Cash of $45.2M at March 31, 2023, a $36.0M increase from December 31, 2022.
• Debt principal of $119.8M at March 31, 2023 consisting of loan principals of XOF 51.5 billion ($84.8M) on the Coris Bank International ("Coris Bank") senior loan facility and $35.0M on the convertible debentures. During Q1-2023, the Company made XOF 6.0 billion ($9.8M) in scheduled principal payments under the Coris Bank facility.
• On January 5, 2023, the Company appointed Rob Henderson as VP Technical Services and Kevin MacKenzie as VP Corporate Development and Investor Relations to help lead key growth initiatives including ongoing continuous improvements at the Bomboré mine, advancement of its hard rock expansion plans, and the pursuit of value-enhancing strategic opportunities in the African region.
• On March 8, 2023, the Company completed a non-brokered private placement of 13.0M common shares at C$1.27 per share, resulting in net proceeds of $11.6M after deductions for finder's fees, listing, and legal costs (the "Offering"). The Offering was arranged with a large, well-established, global institutional fund manager. The Company intends to

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2023

use the proceeds from the Offering to accelerate project development at Bomboré ahead of the Phase II Expansion, to undertake additional targeted exploration drilling, and to advance the Company's regional growth strategy.

2023 Outlook

The Company expects to utilize the forecasted 2023 operating cash flows from its Bomboré mine to reduce its senior loans with Coris Bank and to fund growth initiatives that will improve the future cost structure and mine life of the Bomboré operation.

2023 Guidance for Bomboré
Operating Guidance (100% basis)	Unit	FY2023
Gold production	Au oz	140,000 - 155,000
All-In Sustaining Costs1	$/oz Au sold	$1,010	- $1,110
Sustaining capital	$M	$15	- $16
Growth capital	$M	$33	- $38
Exploration and evaluation	$M	$4.4

1. AISC is a non-IFRS measure. See "Non-IFRS Measures" section below for additional information.
2. Foreign exchange rates used to forecast cost metrics include XOF/USD of 625 and CAD/USD of 1.30.
3. Government royalties included in AISC assumes an average gold price of $1,700 per oz.

2023 Guidance Details

Gold production is expected to be more weighted towards H1-2023 from better in-pit ore grades due to mine sequencing and from the reclaim of higher-grade stockpiles as supplemental mill feed. Plant throughput is forecasted to range between 5.6M to 5.8M tonnes with plant recoveries approximating 91%.

AISC per gold ounce sold is expected to be lower in the H1-2023 from the higher planned gold production for this same period. Overall, AISC in 2023 will be negatively impacted by the high cost of diesel-generated power from on-site rental gensets until the Company's connection to the national grid is energized which is expected before the end of 2023.

Sustaining capital will range between $15M - $16M with $9M dedicated towards the TSF lifts (stages 2 and 3). Other areas of sustaining capital include mine and mine infrastructure, processing, security, camp, information technology and safety. Capital covering camp and infrastructure improvements are considered one-time projects not contemplated during the main construction such as site-wide sewage treatment system, potable water treatment plant, and camp recreational facilities.

Growth capital consists of two main projects:

1. Power connection to Burkina Faso's national grid ($15M - $18M)
   The Company plans to bring low-cost grid power supplied by SONABEL, Burkina Faso's stated-owned electricity company, to Bomboré to replace the high-cost,on-site diesel power generation. The Company has budgeted for the installation of a 23-km 132 kV transmission line, mine substation, and switching station needed to connect Bomboré to Burkina Faso's national grid. Energization of the powerline is scheduled for Q4-2023.
2. Resettlement Action Plan ("RAP") - Phases II and III ($18M - $20M for 2023)
   RAP Phases II and III will see the construction of over 2,200 private and public structures in four new resettlement villages to help relocate communities occupying areas in the southern half of the Bomboré mining permit. During 2023, RAP costs are estimated to be $18M - $20M. The RAP is scheduled for completion in 2024 but will be significantly advanced in 2023.

Exploration and evaluation spending includes $2.5M for the preparation of an updated Phase II Expansion feasibility study ("2023 FS") and $1.9M for the continuation of a reverse circulation ("RC") drill program to target mineralization outside of known resources and for advanced grade control. This drill program covers over 21,000 metres of RC drilling.

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2023
Bomboré Gold Mine, Burkina Faso (100% Basis)
Operating Highlights
		Q1-2023	Q4-20222
Safety
Lost-time injuries frequency rate (LTIFR)	per 1M hours	0.00	0.00
Personnel-hours worked	000s hours	928	958
Mining Physicals
Ore tonnes mined	tonnes	2,205,056	1,526,949
Waste tonnes mined	tonnes	2,382,135	3,087,950
Total tonnes mined	tonnes	4,587,191	4,614,899
Strip ratio	waste:ore	1.1	2.0
Processing Physicals
Ore tonnes milled	tonnes	1,445,693	806,875
Head grade milled	Au g/t	0.96	0.93
Recovery rate	%	92.2	91.9
Gold produced	oz	41,301	22,258
Unit Cash Cost1
Mining cost per tonne	$/tonne	2.91	2.57
Mining cost per ore tonne processed	$/tonne	6.51	6.58
Processing cost	$/tonne	9.21	12.47
Site general and admin ("G&A") cost	$/tonne	3.23	4.87
Cash cost per ore tonne processed	$/tonne	18.96	23.92
Cash Costs and AISC Details
Mining cost (net of stockpile movements)	$000s	9,417	5,306
Processing cost	$000s	13,322	10,062
Site general and admin cost	$000s	4,667	3,928
Refining and transport cost	$000s	148	92
Government royalty cost	$000s	4,912	2,608
Gold inventory movements	$000s	2,019	2,010
Cash costs3 on a sales basis	$000s	34,485	24,006
Sustaining capital	$000s	3,530	1,550
Sustaining leases	$000s	187	-
Corporate general and admin cost	$000s	1,731	959
All-In Sustaining Costs3 on a sales basis	$000s	39,933	26,515
Gold sold	oz	43,139	24,676
Cash costs per gold ounce sold3	$/oz	799	973
All-In Sustaining Costs per gold ounce sold3	$/oz	926	1,075

• The Bomboré Mine entered into commercial production on December 1, 2022. Unit cash costs during pre-commercial production are not representative of cost performance expected under steady-state operations. Cost figures presented for Q4-2022 include a blend of costs before and during commercial production.

• The Bombore Mine did not process any significant quantity of ore for the month of October 2022 due to insufficient power as the power plant underwent repairs. As a result, departmental costs for processing and site general and admin have been excluded from the cash cost and AISC figures presented for Q4-2022. These costs have been capitalized as commissioning costs.

• Non-IFRSmeasure. See "Non-IFRS Measures" section for additional details.

Commissioning of the process plant with ore commenced in late August 2022, resulting in the pouring of first gold on September 10, 2022 but commissioning was interrupted in late September 2022 when one of the two working permanent gensets experienced a major failure. As a consequence, mill operations were stopped in October 2022 and only recommenced in November 2022 when replacement rental gensets were mobilized, installed, and put into service. With full and reliable power, the process plant quickly ramped-up daily mill tonnages which led to Bomboré declaring commercial production on December 1, 2022.

Bomboré Production Results

Gold production in Q1-2023 was 41,301 oz, an increase of 86% from the 22,258 oz produced in Q4-2022. The higher gold production is attributable to a 79% jump in plant throughput combined with slight increases in ore grades and plant recoveries. The process plant performed exceptionally well in Q1-2023 with throughput averaging 16,063 tonnes per day which exceeded nameplate by approximately 13% while process recoveries were consistent with design levels. Favourable ore characteristics and high-levels of plant availability and utilization led to a strong quarterly performance. Scheduled maintenance was conducted

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