OREZONE GOLD CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

THREE AND SIX MONTHS ENDED JUNE 30, 2022

Orezone Gold Corporation

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

This Management's Discussion and Analysis ("MD&A") was prepared by management, and was reviewed and approved by the Board of Directors ("Board") on August 10, 2022, the date of this MD&A. The following discussion of performance, financial condition, and future prospects should be read in conjunction with the condensed consolidated interim financial statements for the three and six months ended June 30, 2022 ("Interim Financial Statements"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar amounts in this MD&A are in United States dollars, unless otherwise specified. References to "$" or "US$" or "USD" are to United States dollars, references to "C$" or "CAD" are to Canadian dollars and references to "CFA" or "XOF" are to West African Communauté Financière Africaine francs. The functional currency for each entity consolidated with the Company is the USD. Throughout this document, abbreviations "M" means millions, "K" means thousands, "km" means kilometres, "m" means metres, and "oz" means troy ounces.

This MD&A contains forward-looking statements. Statements regarding the adequacy of cash resources to carry out exploration, development, and construction programs or the need for future financing are forward-looking statements. Statements regarding the potential for expansion of current mineral resources, expected results including, but not limited to, targeted economic parameters and production levels for Bomboré, planned expenditures on the Company's projects and the potential timing and milestones required to become a gold producer are also forward-looking statements. All forward-looking statements, including those not specifically identified herein, are made subject to cautionary language at the end of this MD&A.

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 symbols "ORE" (common shares) and "ORE.WT" (warrants), respectively. The Company's common shares also trade on the OTCQX market under the symbol "ORZCF".

The Company is engaged in the exploration and development of gold properties in Burkina Faso, West Africa, focusing on its 90%-owned flagship Bomboré gold project ("Bomboré" or "Bomboré Project"). The Company's strategic plan is to bring its multimillion ounce Bomboré Project into production in 2022 with a staged Phase II sulphide expansion to follow.

The Bomboré Project is currently under construction and on course to pour first gold in Q3-2022.

Q2-2022 Highlights

1. Bomboré Development and Construction

The Company achieved the following key development and construction milestones to June 30, 2022:

  • Safety: 4.3M hours worked by employees and contractors without a lost time injury since the start of project construction in 2021.
  • Pre-productionMining: At June 30, 2022, the Company has mined 12.9M tonnes of waste and ore since the start of mining in April 2021, and has stockpiles containing 4.6M tonnes of ore of various grades for plant start-up and future processing. Upon mining completion of the Off-Channel Reservoir ("OCR") in April 2022, mining transitioned to the starter pits designated A1, A2, and H1 that will provide higher grade ore for the first year of commercial production and waste material for the ROM pad construction and future tailings storage facility ("TSF") lifts.
  • Project construction progress: Construction of the Bomboré processing plant and mine infrastructure remains on schedule and under budget. As of June 30, 2022, overall construction progress including pre-production mining was at 89.0% with $157.6M in project expenditures incurred against the revised approved budget of $192.5M, representing 81.9% of budgeted costs.

Refer to "Bomboré Project Development and Construction Update" section below for more details.

2. Further High-Grade Results at P17 Trend from Phase III Exploration Program

  • The Company completed 13,353 m of diamond drilling during Q2-2022 as part of its 2022 Phase III exploration program. A total of 77,000 metres of definition and exploration drilling are planned under Phase III which will focus on converting Inferred mineral resources into Measured and Indicated on key deposits within the Bomboré mining concession and adding new Inferred resources. Phase III drilling is a required early step towards an expected future mining and operations expansion study in 2023 as the Company now believes that Bomboré can support a significantly larger operation.

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

  • The Company continues to intersect high-grade intervals from assays returned on drilling completed at P17S, P17S- NE extension, and P17 along the P17 trend. These encouraging results confirm the presence of mineralization outside of the current resource pit shell and warrant further investigation and drilling after the Phase III program is completed. Drilling has now moved north to the Siga trend.
  • Refer to the Company's press releases dated May 5, 2022 and June 14, 2022 for drilling results announced in Q2-2022 on the Company's 2022 exploration program.

3. Board Membership Update

  • Rob Doyle was elected to the Board of Directors at the Company's June 15, 2022 annual general meeting. Mr. Doyle is an accomplished mining executive with broad-based mining experience and was most recently the Chief Financial Officer for Pan American Silver Corp. for over 18 years where he oversaw significant growth. Ron Batt, a long-service and valued Board member, did not stand for re-election.

4. Cash and Available Liquidity

  • At June 30, 2022, the Company had available liquidity of $43.5M (cash of $23.6M and undrawn senior debt of $19.9M) to use towards the Bomboré gold mine for remaining construction, financing, exploration, commissioning, and start-up. Based on management's latest forecast, the Company expects to have sufficient funding to reach commercial production without any further financing beyond utilizing its existing liquidity.
  • On June 30, 2022, the Company amended its loan agreement with Coris Bank International SA ("Coris Bank") to increase the principal commitment under the Senior Debt Facility by $8.0M (XOF 5.0 billion). Concurrent with the closing of this amendment, the Company drew on this additional loan amount. The loan upsizing will help fund the expanded 2022 exploration program and to assist with working capital requirements on production start-up. Due to the marked decline in the XOF currency against the USD in the past 18 months, the Senior Debt Facility (denominated in XOF) in USD terms has decreased from $96M at the time of the original loan commitment in January 2021 to $90M at current exchange rates, inclusive of the recent $8.0M upsizing.

Refer to "Project Debt Facilities for Bomboré" section below for more details.

2022 Outlook

The Company's strategic priority is to advance the Bomboré gold mine into production in Q3-2022. Once ore commissioning commences, the Company expects the process plant will achieve a rapid ramp-up to its nameplate capacity of 5.2M tonnes per annum ("tpa") and reach commercial production in Q4-2022.

For 2022, the Company is focussed on the following main objectives:

  1. Finalize installation of the OCR infrastructure to ready the OCR for water intake, storage, and distribution before the onset of the 2022 rainy season. (Completed).
  2. Complete the construction of the Bomboré processing plant, ancillary buildings, and TSF starter dam before the end of Q2-2022 to enable the start of dry and wet commissioning. (Completed)
  3. Undertake operational readiness activities in H1-2022 to ensure an organized and integrated handover from commissioning to operations in H2-2022 which will help facilitate a smooth start-up and steady-state production in a timely manner.
  4. Pour first gold in Q3-2022 and achieve commercial production in Q4-2022.
  5. Deliver the project construction at completion including pre-production mining costs within the approved budget of $192.5M.
  6. Continue exploratory drilling on high-priority targets to extend Bomboré sulphide expansion potential with the primary goal of converting sulphide resources from Inferred to the Measured and Indicated categories.

Upon declaring commercial production, the Company will look to provide inaugural gold production and cost guidance.

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

The Company has completed or is currently on track to complete the above-mentioned 2022 objectives based on project progress achieved to-date (see sections below for more details).

An earlier-stated 2022 objective of publishing an updated mineral resource and mineral reserve ("MRMR") estimate, and a new NI 43-101 compliant technical report for Bomboré in Q2-2022 has been deferred into 2023. The Company has decided to pause work on a new MRMR estimate to allow completion of the ongoing infill drilling to convert existing Inferred sulphide resources into the Measured and Indicated categories. The Company intends to update the MRMR estimate in a new feasibility study for Bomboré in 2023 by incorporating results from the entire 2022 drilling program. With further exploration success combined with encouraging high-grade drilling results at the P17 trend, management envisions that a potentially larger Phase II sulphide expansion can be supported in comparison to the 2.2 Mtpa add-on sulphide circuit outlined in the current 2019 feasibility study ("FS"). The optimal size of the Phase II sulphide circuit and a new life-of-mine ("LOM") mine plan will be informed by the planned 2023 FS.

Bomboré Project Development and Construction Update

Approved Project Budget and Schedule

In December 2020, the Company awarded the engineering, procurement, and construction management ("EPCM") contract for the process plant construction and commissioning to Lycopodium Minerals Pty Ltd. ("Lycopodium"), an EPCM firm with a long track record of success on similar projects in West Africa. The Owner's team is responsible for all site infrastructure work including bulk earthworks, OCR and associated intake structure, TSF starter dam, surface water management structures, camp upgrades, site security and perimeter fencing, warehouses, workshops, laboratory, administration offices, and civil works such as roads and bridges.

During Q2-2021, the Company reviewed its project construction budget and schedule upon surpassing 30% engineering and completion of procurement for major equipment and bulks. An updated project budget of $177.2M inclusive of pre-production mining costs was subsequently approved with the project's baseline schedule for first gold in Q3-2022. Despite the substantial rise in raw material prices for steel, copper, and plastics, the Company was able to maintain the project budget within the capital cost estimate found in the 2019 FS. This outcome reflects the high quality of the 2019 FS as bulk quantities such as earthworks, steel, piping, and platework all trended favourably to those estimated in the study, and the Company's early efforts to prioritize the placement of orders for major equipment and bulks such as HDPE liners, structural steel, and platework before price increases materialized.

During Q4-2021, the Company renegotiated its power purchase agreement ("PPA") in order to allow Genser Energy Burkina S.A. ("Genser") to comply with new local ownership requirements in Burkina Faso. As part of these negotiations, the Company chose to assume ownership of the power plant from Genser at a budgeted cost of $18.8M in exchange for a lower rate tariff over the LOM. Extended payment terms were agreed whereby the Company will pay for the majority of the purchase costs after Bomboré reaches commercial production to ensure project construction remains fully funded.

With the scope expansion of the power plant offset in part by cost underruns realized on equipment packages, the revised approved budget for the construction of Bomboré currently stands at $192.5M.

Project Construction Progress in Q2-2022 and to August 10, 2022 (the date of this MD&A):

  • Capital Spending and Schedule: As of June 30, 2022, overall construction progress including pre-production mining was at 89.0% with $157.6M in project expenditures incurred against a total project budget of $192.5M, representing 81.9% of budgeted costs. Project spending to-date is performing ahead of estimate with forecasted cost at completion expected to be under budget despite recent inflationary pressures for diesel and other consumables, and acceleration costs to compensate contractors to meet key dates as a result of COVID-related delays on material deliveries. Schedule to first gold is maintained for Q3-2022 as commissioning of operable systems is progressing steadily.
  • Pre-productionMining: As of June 30, 2022, 12.9M tonnes had been mined since the start of mining in April 2021 with 4.6M tonnes of ore stockpiled for plant start-up and future processing. The mining contractor has redeployed equipment and personnel from the OCR pit to the higher-grade starter pits at A1, A2, and H1, and has undertaken proactive plans to increase future mining rates by mobilizing additional equipment, recruiting and training more supervisors and operators, and improving maintenance practices and stocks. Build-up of ore stockpiles at the ROM pad is now complete and will ensure continuous feed into the ore dump pocket. Grade control ("GC") drilling has been bolstered by the hiring of three contractor drills which has significantly increased daily meterage rates and allowed the drilling backlog to be eliminated. The Company's own drill is awaiting parts and will be returned to service in the coming weeks. To-

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

date, estimated ore tonnes and grade from the GC modelling have reconciled positively against the Company's existing reserve block model.

  • Process Plant Construction:
    • Construction: All major construction works have been completed with only punch list items remaining.
    • Commissioning: Commissioning in isolation of all key operable systems in the process plant is either in progress or successfully passed testing. These systems include the feed prep and conveyance, milling, screening, leaching, elution and gold room, tails handling, reagents, water services, air services, and electrical services.
    • ROM pad: The ROM pad construction using mining waste from the nearby H1 pit was completed in July 2022. Build-up of ore stockpile inventory on the ROM pad has also been completed.
  • Power Plant: The Company is collaborating with Genser on the design and installation of the Bomboré power plant. Four 3.5 MW dual-fuel generators (LNG/diesel) were ordered in November 2021 with a North American manufacturer and the first two units were delivered to site in Q2-2022. The third unit is currently in transit and scheduled to arrive in early September 2022 while the fourth unit is undergoing final assembly and testing. The arrival date of the third unit was unexpectedly delayed due to a vessel cancellation but rental back-up diesel generators were installed and commissioned, and are available to augment power until the third unit arrives.
    The Company will operate the power plant initially on diesel as the LNG fuel system still requires fabrication and export from China. In addition, the permit for LNG importation into Burkina Faso is under ministerial review with the timeline for approval expected later in 2022.
  • Tailings Storage Facility: Placement of over 1.1 million m3 of embankment fill for the TSF starter dam was completed in February 2022 and was followed by the HPDE liner installation of the TSF walls and basin covering an area of 719K m2. The liner installation was completed in May 2022 accompanied by QA/QC sign-off of the TSF construction by the independent engineer.
  • OCR Infrastructure: Earthworks for the OCR weir across the seasonal Nobsin River was placed into position in Q1- 2022. Earthworks and concrete for the water diversion channel and intake structure (concrete entry box and flow control gates) were finished in May 2022 and successfully field tested in June 2022. Subsequent intakes have filled the OCR to its capacity limit of 4.5 million m3 which will provide sufficient process water for the upcoming dry season. Overland piping for raw water from the OCR to the process plant, for tailings from the process plant to the TSF, and for reclaim water from the TSF to the process plant, is complete and tested.
  • Assay Laboratory: A well-known certification services company was awarded the contract to finance, design, equip, and operate the on-site analytical laboratory at Bomboré. The specialized laboratory equipment has been installed and recruitment of lab technicians is continuing in preparation for start of laboratory operations later in August 2022.
  • 11KV Overhead Transmission Line: An overhead powerline will connect the power plant to the camp, TSF, OCR, and mining contractor's services area. Lycopodium is overseeing the design and construction management with supply and installation of the powerline awarded to a local contractor. Erection of power lines, transmission brackets, and poles are ongoing but custom delays for the export of materials have resulted in slower deliveries to site. Work to complete the transmission line is not on the critical path and will continue after the start of operations. In the interim, portable generators will be stationed at the OCR and TSF to provide needed power.
  • Surface infrastructure: All ancillary buildings including the processing plant's high-security building, front gate house, offices, mess, ablution, clinic, laboratory, workshop, and warehouse are now complete. Site perimeter fencing totalling over 20.4 kms was installed in April 2022. Telecommunications upgrades to expand mobile service and internet connectivity throughout the wider site area were completed in Q4-2021.
  • Operational Readiness: Commencing in 2022, a thorough operational readiness plan is being executed to ensure that the operations and management personnel are hired, trained, and familiar with all process systems and HSE protocols

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Orezone Gold Corporation published this content on 11 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2022 00:40:04 UTC.