OREZONE GOLD CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2021

Orezone Gold Corporation

Page 1

This Management's Discussion and Analysis ("MD&A") was prepared by management, and was reviewed and approved by the Board of Directors ("Board") on March 24, 2022, the date of this MD&A. The following discussion of performance, financial condition, and future prospects should be read in conjunction with the audited annual consolidated financial statements for the years ended December 31, 2021 and 2020 ("Annual 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 determined by the currency of the primary economic environment in which it operates (the "functional currency"). Prior to July 1, 2021, the Company's functional currency was the CAD. Effective July 1, 2021, the Company determined that its functional currency had changed from the CAD to the USD and each of its Burkina Faso subsidiaries had changed from the CFA to USD. The change in functional currency reflects changes in nature of the Company's activities upon entering the development stage, commencement of construction activities, and the financing of such activities. 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 multi-million 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.

2021 Annual Highlights

1. Bomboré Development and Construction

The Company achieved the following key development and construction milestones during 2021:

  • Safety: Over 2.0M hours worked by employees and contractors without a lost time injury since the start of project construction in 2021.

  • Detailed Engineering and Procurement: At December 31, 2021, engineering and procurement were complete and all major site installation contracts had been awarded. All long-lead equipment and bulks have been ordered with site deliveries continuing.

  • Pre-production Mining: At December 31, 2021, the Company has mined 7.7M tonnes from the Off-Channel Reservoir ("OCR") pit and stockpiled 3.0M tonnes of ore for plant start-up and future processing. The final bench of the OCR will be mined in March 2022 at which time, mining will transition to the A1 and P8/P9 pits to access higher grade ore for the first year of commercial production.

  • Power Plant: During Q4-2021, the Company renegotiated in principle 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 the PPA changes, the life-of-mine ("LOM") rate tariff is now partially subject to spot fuel prices and the Company negotiated to assume ownership of the power plant from Genser as the savings from a lower LOM rate tariff will significantly exceed the power plant's initial investment cost over current LOM reserves and reflects the Company's optimism that the mine life for Bomboré will extend beyond stated reserves.

  • Project construction progress: Construction of the Bomboré processing plant and mine infrastructure remains on schedule and below the baseline budget. The scope expansion of the power plant has added an estimated $18.8M to

the current project budget of $177.2M. To ensure project construction remains fully funded, the Company has negotiated extended payment terms for the power plant whereby the majority of the costs will be paid after Bomboré reaches commercial production. With the inclusion of cost underruns realized on equipment packages, the Company has now updated its approved project budget to $192.5M, an increase of $15.3M from the baseline budget. As of December 31, 2021, overall construction progress was at 47.6% with $84.3M in project expenditures incurred against the revised approved budget of $192.5M, representing 43.8% of budgeted costs.

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

2. Project Financing Completion

  • In January 2021, the Company obtained financing commitments totalling $188M which allowed the Company to approve a positive production decision on its Bomboré Project. As summarized below, funding consisted of equity and debt secured during a slow and challenging period for new financings for greenfield West African mining projects.

  • The Company closed its bought-deal offering of 70,242,500 common shares at C$1.05 per share for gross proceeds of C$73,754,625 (~$57.5 million) on January 28, 2021.

  • The Company announced debt commitments of ~$96M (XOF 52.5 billion) in senior loans and $35M in convertible notes on January 21, 2021, and a $7.15M silver stream on March 1, 2021 ("Project Debt"). The Project Debt closed concurrently on October 15, 2021 followed by immediate drawdowns on the convertible notes and silver stream, respectively.

  • First drawdown of ~$17.2M (XOF 10.0 billion) under the Coris Bank International ("Coris Bank") senior loans was made on December 27, 2021.

  • At December 31, 2021, the Company had available liquidity of ~$109.6M (cash of $36.1M and undrawn debt of $73.5M) to use towards remaining construction, financing expenses, exploration, and commissioning costs for the Bomboré gold mine.

Refer to "Project Debt Facilities for Bomboré" and "Silver Stream" sections below for more details.

3. Exploration Drilling Delivers High-Grade Results at P17 Trend

  • The Company undertook 6,359 metres of exploratory drilling in 2021 with a major focus on the prospective and under-explored P17 trend. Phase I of the drilling program returned numerous near surface and down plunge intercepts of significant grades and widths (including 32.00 metres of 3.98 g/t gold) within the northeast extension of the P17S reserve pit and the previously untested Gap zone between P17S and P17.

  • Phase II drilling commenced near the end of 2021 and will continue to test for high-grade continuity both near surface and down plunge of this 1.7 km mineralized trend between P17S and P17 to the north.

  • Refer to the Company's press releases dated June 8, 2021, July 20, 2021, December 22, 2021, and February 24, 2022, for results and further details on the Company's 2021 and 2022 exploration programs.

  • 4. Graduation to the Toronto Stock Exchange ("TSX")

  • The Company's common shares and warrants were uplisted for trading from the TSX Venture Exchange to the TSX effective December 23, 2021. The TSX graduation reflects the Company's growing value proposition as it readies for transition from a gold developer to the next significant gold producer in Burkina Faso.

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.

  • 2. Complete the construction of the Bomboré processing plant, ancillary buildings, and Tailings Storage Facility ("TSF") starter dam before the end of Q2-2022 to enable the start of dry and wet commissioning.

  • 3. Undertake operational readiness activities in H1-2022 to ensure an organized and integrated handover from commissioning to operations in H2-2022 to ensure 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. Publish an updated mineral resource and mineral reserve estimate, and a new NI 43-101 compliant technical report for Bomboré in Q2-2022.

  • 7. 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.

Bomboré Project Development and Construction Update

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 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 feasibility study ("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.

With the scope expansion of the power plant, the current approved budget for the construction of Bomboré currently stands at $192.5M.

The Company advanced the development and construction of the Bomboré mine on several important fronts during Q4-2021 and into 2022:

  • Capital Spending: As of December 31, 2021, the Company has incurred $84.3M in project expenditures against a total project budget of $192.5M, representing 43.8% of budgeted costs. Project spending to-date is tracking well against estimate.

  • Pre-production Mining: As of December 31, 2021, 7.7M tonnes had been mined from the OCR pit with 3.0M tonnes of ore stockpiled for plant start-up and future processing. The final benches of the OCR are scheduled to be mined before the end of March 2022 while work on the OCR intake structure commenced in parallel in Q1-2022. To-date, estimated mined ore tonnes and gold content have reconciled positively against the Company's existing reserve model.

    Upon completion of the OCR, mining will progress to other nearby pits to source higher grade ore feed for early production. Grade control drilling and detailed mine planning of the A1 and P8/P9 pits is proceeding ahead of mining of these pits.

  • EPCM: As of December 31, 2021, engineering reached 100% completion while procurement is essentially complete with only future top-up orders anticipated. The Lycopodium construction management team is conducting daily supervision of site contractors to ensure works meet required standards and schedule.

  • Procurement and Logistics: All purchase orders for mechanical and electrical equipment, and major bulk items have been placed. Extension of manufacturing and shipping times for certain mechanical orders, tank plateworks, and structural steel have been experienced with delays attributable to COVID-19 and its associated impacts to the global

supply chain. Float created by early procurement of critical long-lead items at project start is proving invaluable in buffering the longer fabrication and delivery times.

  • Major Construction Contract Awards: All five major site installation contracts covering the following areas have now been awarded: (a) process plant concrete; (b) Carbon-in-Leach ("CIL") tank erection and overland and tailings pipeline installation; (c) structural/mechanical/piping ("SMP") installation; (d) ball mill installation; and (e) electrical and instrumentation installation. All contracts were at quotes below budget.

  • Tailings Storage Facility: Placement of over 1.1 million m3 of embankment fill for the TSF starter dam was 80% complete at the end of 2021 and reached 100% completion by mid-February 2022. The HPDE liner installation of the TSF walls and basin started in February 2022 and is estimated to take approximately two months. QA/QC sign-off of the TSF construction by the independent engineer is expected by early May 2022.

  • OCR Infrastructure: Earthwork 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 are on-going. Overland piping for raw water from the OCR to the process plant, and for tailings from the process plant to the TSF is progressing well and scheduled for completion in Q2-2022.

  • Process Plant Construction:

    (a) Concrete: Major concrete pours for the ball mill foundation, CIL ring beams, and the retaining walls in the feed prep area commenced in Q4-2021 and all major pours are now complete. Concrete pours covering the process plant footprint and ancillary buildings are continuing but are not on the critical path.

    • (b) CIL Tank Erection: Fieldwork commenced in Q4-2021 and by mid-March 2022, all eight tanks (one pre-leach and seven CIL tanks) have been installed and successfully hydro-tested. Erection of steel columns and top-of-tank steel by the SMP contractor for operational access and maintenance has now commenced.

    • (c) SMP: The contractor commenced a gradual mobilization of personnel and equipment to site towards the end of 2021. Pre-spooling of pipes and pre-assembly of structural steel were undertaken in Q1-2022 to compress schedule once additional work fronts open up and remaining steel deliveries are dispatched to site. Erection of lime silos and reagent tanks are also well advanced.

    • (d) Mill Installation: All ball mill components are either on site or in-transit. The mill manufacturer, NCP International, was contracted as the mill installer. Transport of the NCP team along with specialized installation tools will occur in April 2022.

    • (e) E&I: Senior members of Lycopodium's E&I installation team commenced mobilization in March 2022 in preparation of E&I installation activities in Q2-2022.

    • (f) Water Storage Pond: A large 155K m3 water storage pond was excavated, lined, and partially filled in Q3-2021 to supply water for construction and moisture conditioning of the TSF embankment fill. During Q4-2021, the Company drilled and equipped several nearby boreholes to help replenish water volumes to minimum levels in the dry months before the 2022 rainy season.

  • Assay Laboratory: The Company awarded a long-term services contract in Q3-2021 to a well-known certification services company to finance, design, equip, and operate the on-site analytical laboratory at Bomboré. This independent company is procuring the specialized laboratory equipment while the Company is currently constructing the laboratory building and related services. The laboratory is expected to be operational by the end of Q2-2022, ahead of wet commissioning of the process plant.

  • Power Plant and Overhead Transmission Line: The Company is working in close collaboration with Genser and Lycopodium on the design and installation of the Bomboré power plant. Four 3.5MW dual-fuel generators (LNG/diesel) were ordered in November 2021 with the first unit currently in transit to provide early commissioning power by May 2022. The remaining three units are undergoing final assembly and will be available for shipment in April 2022 to allow for their field operation by July 2022. The ancillary power plant components (e.g. fuel delivery systems, switchgear, etc.) are under various stages of design and fabrication, and are expected to be installed by July 2022. The LNG fuel system will arrive later in 2022 as the permit for LNG importation is at an advanced stage of review but has not yet been granted by the Burkina Faso government.

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Orezone Gold Corporation published this content on 25 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2022 16:16:42 UTC.