Pasofino Gold : Annual Management’s Discussion & Analysis

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED APRIL 30, 2021

(EXPRESSED IN CANADIAN DOLLARS)

Pasofino Gold Ltd.

Management's Discussion & Analysis

Year Ended April 30, 2021

Dated: August 27, 2021

The following Management's Discussion and Analysis ("MD&A") of the financial condition and results of the operation of Pasofino Gold Ltd. ("Pasofino" or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended April 30, 2021. This MD&A was written to comply with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the year ended April 30, 2021 and 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's consolidated financial statements and the financial information contained in this MD&A are 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. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. Information contained herein is presented as of August 27, 2021, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the "Board"), 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 the Company common shares; (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, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations is available on the Company's website at www.pasofinogold.comor on SEDAR at www.sedar.com.

This MD&A contains forward-looking information as further described in the "Cautionary Note Regarding Forward-Looking Statements" at the end of this MD&A. Please also make reference to those risk factors identified or otherwise indirectly referenced in the "Risks and Uncertainties" section below.

Description of Business and Nature of Operations

Pasofino is a Canadian-based mineral exploration company and trades on the TSX-V Exchange ("TSXV") under the symbol VEIN, on the Frankfurt Exchange under the symbol N071 and on the OTCBQ Venture Market under the symbol EFRGF. Pasofino has an option to earn a 49% economic interest (prior to the issuance of the Government of Liberia's 10% carried interest) in the Dugbe Gold Project in Liberia.

The principal business of the Company is the acquisition, exploration and development of mineral properties. On September 17, 2020, the Company completed the acquisition of ARX Resources Limited ("ARX").

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Pasofino Gold Ltd.

Management's Discussion & Analysis

Year Ended April 30, 2021

Dated: August 27, 2021

Financial and Operating Highlights

Corporate

On May 25, 2020, the Company completed a non-brokered private placement for aggregate gross proceeds of $6,000,000 comprised of the sale of 8,571,429 common shares at a price of $0.70 per common share. A director of the Company at the time subscribed for 7,142 shares for gross proceeds of $5,000. Another director of the Company at the time subscribed for 214,286 shares for gross proceeds of $150,000.

On June 8, 2020, the Company completed a follow-onnon-brokered private placement for aggregate gross proceeds of $300,000 comprised of the sale of 194,805 common shares at a price of $1.54 per common share.

On September 17, 2020, the Company completed the acquisition of ARX.

On November 19, 2020, the Company announced the appointment of Lincoln Greenidge as Chief Financial Officer of the Company.

On December 8, 2020, the Company announced that its common shares commenced trading on the OTCQB Venture Market in the United States. The Pasofino ticker is (OTCQB: EFRGF).

On February 11, 2021, the Company announced the appointment of Neil Herbert to its Board of Directors. The Company also announced the Steve Dunn is stepping down from the Board of Directors to pursue other opportunities.

On March 15, 2021, the Company announced that it completed all conditions to earn its 50% ownership interest in the Roger Property including the issuance of 3,968 common shares of the Company.

During the year ended April 30, 2021, a total of 342,619 warrants were exercised for gross proceeds of $575,600.

On May 6, 2021, the Company completed its previously announced marketed public offering (the "Offering") of common shares in the capital of the Company (the "Offered Shares"), raising aggregate gross proceeds of $9,000,005. The Offering was conducted on a best-efforts agency basis by Stifel GMP as sole agent and book-runner (the "Agent"). Pursuant to the Offering, the Company issued 9,183,679 Offered Shares at a price of $0.98 per Offered Share (the "Issue Price"). As consideration for its services in connection with the Offering, the Agent received (i) a cash commission equal to 7% of the gross proceeds from the sale of the Offered Shares, and (ii) non-transferable broker warrants as is equal to 7% of the aggregate number of Offered Shares sold pursuant to the Offering, with each broker warrant exercisable to purchase one common share in the capital of the Company at the Issue Price until November 6, 2022.

On May 27, 2021, the Company announced that it closed a transaction pursuant to an agreement with QC Copper & Gold Inc. ("QC Copper") whereby Pasofino sold its 50% interest in the Roger Porperty. Terms of the transaction:

• Pasofino transferred its 50% interest in the project to QC Copper.
• Pasofino received $1,000,000 in cash and 1,150,000 common shares of QC Copper.
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Pasofino Gold Ltd.

Management's Discussion & Analysis

Year Ended April 30, 2021

Dated: August 27, 2021

• The other 50% interest will remain with SOQUEM Inc. ("SOQUEM").

On June 28, 2021, the Company announced that on June 24, 2021, it granted 2,664,286 stock options to directors and officers. The stock options have an exercise price of $1.40 per share, are valid for a 5-year period from the date of grant and are subject to regulatory approval. The options vest at one quarter every three months with the first quarter vesting on date of grant date.

The Company also announced that it agreed with the independent and non-executive directors to issue 36,196 common shares ("Debt Shares") to such directors in exchange for the cancellation of $55,741 of director fees owing, after deduction of applicable withholding taxes. The Debt Shares will be issued at a deemed price of $1.54, in accordance with the policies of the TSXV. The issuance of Debt Shares are subject to the approval of the TSXV. All securities issued pursuant to the debt conversion are subject to a statutory four month hold period.

On July 22, 2021, the Company completed a share consolidation of its share capital on the basis of fourteen

1. existing common shares for one (1) new common share consolidation. All common shares, per common share amounts, warrants and stock options in these consolidated financial statements have been retroactively restated to reflect the share consolidation.Acquisition of ARX

On September 17, 2020, the Company announced that it had completed its acquisition of all the issued and outstanding shares of ARX. Pursuant to the transaction, Pasofino issued an aggregate of 9,632,860 shares (the "Consideration Shares") to the shareholders of ARX (the "Vendors"). The Consideration Shares issued to the Vendors will be subject to a two-year contractual lock-up, released in 25% installments every six months, with the release of the first 25% of the Consideration Shares to occur six months from September 17, 2020.

ARX is party to an earn-in agreement with Hummingbird Resources PLC ("Hummingbird PLC") in respect of the Dugbe Gold Project in Liberia (the "Dugbe Gold Project") whereby, in accordance with the earn-in agreement, as amended (the "Option Agreement"), ARX is entitled to earn a 49% interest (prior to issuance of 10% carried interest to the Government of Liberia) in Hummingbird Resources (Liberia) Inc. ("Hummingbird Liberia"), which owns 100% of the Dugbe Gold Project and is subject to various conditions. When the 10% carried interest is issued by Hummingbird Liberia to the Government of Liberia, the interest earned or held by ARX will be a 44.1% economic interest (consisting of a 39% shareholding interest in Hummingbird Liberia and economic rights in 5.1% of the equity securities of Hummingbird Liberia held by Hummingbird PLC). In addition, Hummingbird PLC will transfer to ARX 49% of the intercompany loans owing by Hummingbird Liberia to Hummingbird PLC.

In order to earn its interest under the Option Agreement, ARX is required to complete a Feasibility Study, under joint management committee oversight, on the Dugbe Gold Project and cover the overhead and operating costs associated with the Dugbe Gold Project during the two year earn-in period. This work is estimated to be US$10,000,000 ($12,285,000) over the earn-in period. In addition, ARX is required to fund during the term of the Option Agreement approximately US$700,000 of the payment obligations of Hummingbird Liberia under the Mineral Development Agreement with the Government of Liberia.

As at April 30, 2021, the Company has advanced $492,806 to Hummingbird Liberia to be spent on exploration expenditures during the earn-in period.

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Pasofino Gold Ltd.

Management's Discussion & Analysis

Year Ended April 30, 2021

Dated: August 27, 2021

The two year period may be extended for up to twelve additional one month periods upon the payment of $1,000,000 before the expiry of each previous period.

The Project is subject to a net smelter return royalty of 5% - 5.5%.

In accordance with IFRS 3 - Business Combinations, the Transaction does not meet the definition of a business combination as ARX has not yet commenced principal operations and is in the exploration stage. Consequently, the transaction has been recorded as an acquisition of an asset in accordance with IFRS 2 - Share-based Payment.

Purchase Price Consideration	($)
9,632,860 common shares of Pasofino (1)	27,902,913
Total	27,902,913
Net Assets Acquired (Estimated Fair Value)	($)
Cash	12,242
Prepaid expenses	27,567
Mineral properties	30,809,344
Amounts payable and other liabilities	(42,240)
Loan payable (2)	(2,904,000)
Total net assets	27,902,913

1. As the shares issued to the Vendors are subject to an escrow agreement with timed releases over a two-year period, a discount was applied to the quoted market price of the Company's shares. The valuation was based on the September 17, 2020 quoted market price of $3.71 per share, subject to an aggregate discount for the escrow conditions determined to be approximately 22% ($7,835,000).
2. Prior to the acquisition of ARX, the Company advanced to ARX a total of $2,904,000 (US$2,200,000). The loans were due on demand with interest at 7%. Security was provided by ARX upon written request from the Company. On September 17, 2020, the Company completed the acquisition of all the issued and outstanding shares of ARX.

Trends and Economic Conditions

Management regularly monitors economic conditions and estimates their impact on the Company's operations and incorporates these estimates in both short-term operating and longer-term strategic decisions.

Due to the worldwide COVID-19 pandemic, material uncertainties may arise that could influence management's going concern assumption. Management cannot accurately predict the future impact COVID-19 may have on:

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