Pasofino Gold : Q3 2022 Interim Management's Discussion and Analysis

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS -

QUARTERLY HIGHLIGHTS

THREE AND NINE MONTHS ENDED JANUARY 31, 2022

(EXPRESSED IN CANADIAN DOLLARS)

Pasofino Gold Limited

Management's Discussion & Analysis - Quarterly Highlights Three and Nine Months Ended January 31, 2022

Dated: March 31, 2022

The following interim Management's Discussion and Analysis ("Interim MD&A") of Pasofino Gold Limited (the "Company" or "Pasofino") for the three and nine months ended January 31, 2022, has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management discussion & analysis, being the Management's Discussion & Analysis ("Annual MD&A") for the year ended April 30, 2021. This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A.

This Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the Annual MD&A, audited annual consolidated financial statements of the Company for the years ended April 30, 2021 and 2020, together with the notes thereto, and unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended January 31, 2022 and 2021, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's unaudited condensed interim consolidated financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of March 31, 2022, unless otherwise indicated.

For the purposes of preparing this Interim 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 atwww.pasofinogold.com or on SEDAR at www.sedar.com.

This Interim MD&A contains forward-looking information as further described in the "Cautionary Note Regarding Forward-Looking Statements" at the end of this Interim 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 Limited

Management's Discussion & Analysis - Quarterly Highlights Three and Nine Months Ended January 31, 2022

Dated: March 31, 2022

Financial and Operating Highlights

Corporate

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 Property. Terms of the transaction:

•  Pasofino transferred its 50% interest in the project to QC Copper.

•  Pasofino received $1,000,000 (received) in cash and 1,150,000 common shares of QC Copper (received and valued at $241,500).

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

On June 24, 2021, the Company granted 2,664,278 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.

On July 22, 2021, the Company completed a share consolidation of its share capital on the basis of fourteen (14) 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.

On August 26, 2021, the Company agreed with the independent and non-executive directors to issue 36,195 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 were issued at a price of $1.54.

On September 9, 2021, 85,952 warrants with an exercise price of $1.68 expired unexercised.

On September 22, 2021, 1,467,214 warrants with an exercise price of $5.60 expired unexercised.

On January 14, 2022, the Company closed a non-brokered private placement of common shares at $0.70 per share for gross proceeds of $6,634,545 (the "Private Placement"). $5,754,438 of the Private Placement (being 8,220,626 common shares) was subscribed for by Esan Eczacibasi Endustriyel Hammaddeler Sanayi ve Ticaret Anonim Sirketi ("ESAN"), a Turkish mining company. ESAN was granted the right to

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Pasofino Gold Limited

Management's Discussion & Analysis - Quarterly Highlights Three and Nine Months Ended January 31, 2022

Dated: March 31, 2022

nominate one director to the Board of the Company and a right to maintain its shareholding interest in the Company should the Company raise additional funds in the future by way of private placement or prospectus offering. In addition, an officer of the Company subscribed for 42,858 common shares.

The Private Placement closed in three tranches, the 3,512,198 common shares issued pursuant to the first closing are subject to a hold period expiring on April 16, 2022, the 1,257,295 common shares issued pursuant to the second closing are subject to a hold period expiring on April 18, 2022, and the 4,708,428 common shares issued pursuant to the final closing are subject to a hold period expiring on May 14, 2022.

On February 7, 2022, the Company granted 1,480,000 incentive stock options to directors and officers. The stock options have an exercise price of $0.74 per share, are valid for a five-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 grant date.

The Company agreed with the independent and non-executive directors to issue that number of common shares ("Debt Common Shares") that is equal to $33,560 on account of director fees owing, after deduction of applicable withholding taxes. The Debt Common Shares will be issued at a deemed price of $0.74. The issuance of Debt Common Shares is subject to the approval of the TSXV. All securities issued pursuant to the debt conversion are subject to a statutory four month hold period.

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:

•  Global gold prices;

•  Demand for gold and the ability to explore for gold;

•  The severity and the length of potential measures taken by governments to manage the spread of the virus, and their effect on labour availability and supply lines;

•  Availability of government supplies, such as water and electricity;

•  Purchasing power of the Canadian dollar; and

•  Ability to obtain funding.

At the date of this Interim MD&A, the Liberian government has not introduced measures that have directly impeded the operational activities of the Company. Although cash in the Company continues to be spent to further advance the project, and all cash inflows are a result of financing arrangements, management believes the business will continue and, accordingly, the current situation has not impacted management's going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

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Pasofino Gold Limited

Management's Discussion & Analysis - Quarterly Highlights Three and Nine Months Ended January 31, 2022

Dated: March 31, 2022

Apart from these and the risk factors noted under the heading "Risks and Uncertainties", management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company's business, financial condition or results of operations.

See "Cautionary Note Regarding Forward-Looking Statements" below.

Outlook

The Company intends to continue exploration and development work at the Dugbe Gold Project in Liberia in connection with the earn-in arrangement with Hummingbird Resources PLC.

There is no assurance that equity capital will be available to the Company in the future in the amounts or at the times desired or on terms that are acceptable to the Company, if at all. See "Risks and Uncertainties" below.

Financial Highlights

Three months ended January 31, 2022 compared with three months ended January 31, 2021

The Company's net loss totaled $3,023,041 for the three months ended January 31, 2022, with basic and diluted loss per share of $0.09. This compares with a net loss of $4,192,070 with basic and diluted loss per share of $0.21 for the three months ended January 31, 2021. The Company had no revenue in both periods presented. The decrease in net loss was principally due to:

•  Exploration expenses decreased to $1,934,091 for the three months ended January 31, 2022, compared to $3,358,983 for the three months ended January 31, 2021. Refer to the heading "Mineral Exploration Properties" below for a summary of the Company's exploration programs for Pasofino's property portfolio.

•  Professional fees decreased in the three months ended January 31, 2022, to $185,385 compared with $375,674 for the same period in 2021, primarily due to lower corporate activity requiring external professional support services.

•  Investor relations decreased in the three months ended January 31, 2022, to $1,609 compared with $180,887 for the same period in 2021, primarily due to the acquisition of ARX and financing activities incurred in 2021.

•  Share-based payments increased in the three months ended January 31, 2022, to $416,994 compared with $nil for the same period in 2021. The increase is due to 2,664,278 stock options granted during the three months ended January 31, 2022 compared to nil during the three months ended January 31, 2021. The Company expenses its stock options in accordance with the vesting terms of the stock options granted.

•  All other expenses related to general working capital purposes.

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