Precipitate Gold : PRG MD&A for the Period Ending February 28, 2022

PRECIPITATE GOLD CORP.

Management Discussion and Analysis ("MD&A")

for the three months ended February 28, 2022

The following discussion and analysis of the operations, results, and financial position of Precipitate Gold Corp. ("the Company") for the three months ended February 28, 2022, should be read in conjunction with the Company's unaudited financial statements and related notes for the three months ended February 28, 2022, and the audited financial statements and related notes for the year ended November 30, 2021 which have been prepared in accordance with International Financial Reporting Standards. The effective date of this report is April 27, 2022. All figures are presented in Canadian dollars, unless otherwise indicated.

COMPANY OVERVIEW

The Company was incorporated pursuant to the provisions of the Business Corporations Act of British Columbia completed an initial public offering ("IPO") on the TSX Venture Exchange ("TSX-V") and commenced trading under the symbol PRG. The Company common shares also trade on the US trading platform OTCQB Venture Marketplace ("OTC") under the symbol PREIF.

The Company is in the business of exploration, development and exploitation of mineral resources in the jurisdictions of Newfoundland, Canada and the Dominican Republic, with the primary objective to explore mineral projects to a stage where they can be developed profitably or sold to a third party.

The Company's two Newfoundland Canada gold exploration properties, Motherlode and Ace are located on the south and north coasts of the Island, respectively, covering a combined 14,850 hectares. The Motherlode Gold Project includes eight gold showings hosted in a late Proterozoic ophiolite complex of the Burin Peninsula of southern Newfoundland, Canada. Ace Gold Project gold mineralization is hosted in Ordovician-Silurian aged mixed sedimentary and volcanic rocks of the eastern portion of the Exploits Subzone (Dunnage Tectonostratigraphic Zone), where claims cover the majority of Change Island, on the north-central coast of Newfoundland.

The Company's three Dominican Republic gold exploration properties, Pueblo Grande, Juan de Herrera and Ponton, cover a combined 25,797 hectares. The Pueblo Grande Project adjoins the world class, high sulphidation epithermal Pueblo Viejo gold-silver mine, owned by Barrick (60%) & Newmont Goldcorp (40%). The Juan de Herrera Project is located within the prospective Tireo Gold Trend of western Dominican Republic, directly adjoining GoldQuest Mining Corp on the south and west sides of its Tireo Gold Project. The Ponton Project, located 25 kilometres east of Pueblo Grande, is an early-stage gold epithermal exploration target hosted in similar Los Ranchos Formation volcanic rocks as found at Barrick's Pueblo Viejo.

MINERAL PROPERTIES

The Company is conducting exploration activities and evaluating possible new opportunities in Newfoundland, Canada and the Dominican Republic . The Company's mineral property interests are as follows:

a) Motherlode Gold Project, Newfoundland Canada

In August 2021, the Company secured exclusive rights to 100% interest in the Motherlode Gold Project mineral exploration licenses by way of a combination of direct staking (6,250 hectares) and two option agreements (6,100 hectares); totalling 12,350 hectares. The Company entered into two project option agreements to acquire 100% exclusive rights to mineral exploration licenses by fulfilling certain elective annual cash and share payments over a 4-year option term, as follows:

Date	Common
Shares
On August 24, 2021(paid and issued)	26,000	370,000(1)
August 24, 2022	52,000	650,000
August 24, 2023	74,000	990,000
August 24, 2024	84,000	1,270,000
August 24, 2025	107,000	1,800,000
(1) issued at a value of $37,000

Consideration

$

Upon completion of the cash and share payments, the Company will own a 100% interest in the Motherlode Gold Project, subject to certain NSR of 1.5% to Vendor Group 1 and 2.5% to Vendor Group 2. Portions of the NSR's can be repurchased by the Company at any time up to 1.0%. In addition, the Company retains a right of first refusal to purchase the balance of all NSR's at any time.

The Motherlode Gold Project is located approximately 3.5 hours by road from Gander and St. John's within the southeastern part of Newfoundland's Burin Peninsula. The Burin Peninsula an active gold exploration region that includes other notable gold exploration projects such as Root & Cellar (Northern Shield Resources), Heritage (Golden Ridge Resources) and Hickey's Pond (Burin Resources).

The Motherlode Gold Project is located within the western portion of the major Avalon Tectonostratigraphic Zone, where claims are underlain by late Neoproterozoic ophiolite complex Burin Group of rocks, consisting of northeast trending, mixed oceanic volcanics with interbedded with clastic and carbonate-rich sedimentary rocks, which are intruded by multi-phase sill-like gabbroic rocks. Burin Group lithologies have a pervasive greenschist facies deformation, ranging from moderate fracture cleavage to a strong and discrete shear fabric.

Motherlode Gold Project claims cover a 16.5 kilometre long, highly prospective gold exploration trend that hosts structurally related orogenic gold style mineralization, with gold enriched quartz veins and quartz-silica stockworks that are strongly associated with high strain rocks (i.e. shears, faults, schists, folds) containing a generally low sulphide concentration. The presence of strong silica alteration with pyrite + arsenopyrite sulphide mineralization (+5%) are favourable indicators for gold enrichment, particularly when hosted within metavolcanic or gabbro rocks.

Motherlode Gold Project Highlights

On December 1, 2021, the Company announced results and interpretation of its' airborne geophysical survey conducted over the entire Motherlode Gold Project. Analysis of the high sensitivity magnetic and radiometric geophysical survey data, in tandem with the recently completed project-wide analysis of surface geochemical samples (soil, rock, till and lake) and surface structural lineaments, delineated numerous exploration target areas: 7 high priority targets, 11 secondary targets and 7 lower priority targets.

Select Historical Sampling Results *

• • High grade gold rock grab samples: 25.0 g/t Au, 15.7 g/t Au, 11.6 g/t Au, 6.3 g/t Au & 4.5 g/t Au

• • Trench/Channel Results: 0.5m of 4.5 g/t Au, 1.5m of 10.1 g/t Au, 6.2m of 3.6 g/t Au (incl. 0.9m of 7.7 g/t Au)

• • 2007 Diamond Drill Results (8 holes, 902m): 0.7m of 3.2 g/t Au, 10.4m of 0.82 g/t Au, 1.5m of 2.8 g/t Au

Gold Mineralization, Geology, Regional Geochemistry

• • 11 historical mineral occurrences, including 8 gold showings;

• • District-scale potential within an estimated 16.5 kilometre long exploration trend hosted in late

  Proterozoic-age Burin Group volcanic and ultramafic rocks;

• • Major northeast trending, sub-vertical dipping shear-fault zones up to 30 metres wide;

• • Gold enriched quartz veins and quartz-silica stockworks hosted in shear, fault, schist and fold structures; and

• • Project regional government till, lake & stream sample geochemistry anomalies include gold, arsenic, antimony, copper, nickel and zinc.

*High grade rock grab samples are selective by nature and are unlikely to represent average grades on the Project.

b) Ace Gold Project

On October 1, 2021, the Company entered into an option agreement to acquire a 100% interest in three contiguous mineral exploration licenses totalling 2,500 hectares, making up the Ace Gold Project, located in north-central Newfoundland, Canada by fulfilling certain elective annual cash and share payments over a 4-year option term, as follows:

Date	Consideration	Common
Shares
Within 5 days of October 14, 2021 (completed)	$15,000	200,000
October 14, 2022	20,000	250,000
October 14, 2023	25,000	300,000
October 14, 2024	30,000	350,000
October 14, 2025	40,000	500,000
$ 130,000	1,600,000

The Company has reimbursed the Vendors for staking costs of $5,700. Upon completion of the elective cash and share payments as set out above, the Company will have a 100% interest in the Ace Gold Project, subject to a NSR of 1.5% granted to the Vendors by the Company. The Company will have the exclusive right to purchase up to 1.0% of the NSR from the Vendors at any time for $500,000 per 0.5% and retain a right of first refusal to purchase the balance of all NSR's at any time.

The Ace Gold Project forms a single contiguous claim block, with an area measuring roughly about 12 km by 2.5 km covering most of Change Island. It is located approximately 85 kilometers north, via combined road and 20-minute government vehicle ferry departing hourly, from the community of Gander and its international airport. Change Island is bisected, in a north-south direction over a distance of 12 kilometres, by a paved road and a paralleling electrical power line. The general region is part of an active gold exploration camp that includes current high profile gold exploration projects such as Queensway (New Found Gold Corp), Kingsway (Labrador Gold Corp), Dog Bay (Exploits Discovery Corp) and Toogood (Ethos Gold Corp).

Ace Gold Project mineralization is hosted in mixed Ordovician-Silurian aged sedimentary and volcanic rocks of the east portion Exploits Subzone (Dunnage Tectonostratigraphic Zone). Gold mineralization identified to date is hosted in mixed felsic volcanic and sedimentary rocks occurring as variably gossanous, likely bedding conformable shears, that are up to 20 metres wide and traced on surface to distances exceeding 400 metres. Sheared rocks are commonly sericite-carbonate-quartz altered, with associated pyrite and arsenopyrite sulphide mineralization (with lesser galena and sphalerite).

Ace Gold Project Highlights

On November 23, 2021, the Company announced the completion of first phase prospecting and rock sampling exploration field work on the Ace Gold Project. To date, the Company has identified six areas of visually compelling surface mineralization, including the recently discovered Ace Zone where rock grab samples report up to 5.4 g/t gold. Much of the late 2021 first-pass prospecting, geological mapping and rock sampling work was carried out on accessible coastlines and roads, with limited prospecting carried out in the central project regions. These under-explored regions will be examined in detail during the next work phase. Rock samples have been shipped to the laboratory for multi-element analysis.

• • Preliminary exploration identifies six areas of compelling surface mineralization;

• • Ace Zone: A recent discovery of a 10-20 metre wide altered shear zone that trends northeastward, with select grab rock samples up to 5.4 g/t gold;

• • About 13 kilometres northeast along trend from Ethos Gold Corp's Toogood Project;

• • Historical reported visible gold and select rock grab samples up to 164 g/t gold at the 'Change Island'

  mineral occurrence located about 1 kilometre to east of Ace Gold Project border.

• • Underlain by highly prospective Exploits Subzone rocks that host significant gold mineralization across central Newfoundland, including Marathon Gold Corp's Valentine Project (3.14 Moz M&I at a grade of 1.72 g/t gold.(1))

• • Paved highway and high voltage electrical power lines bisects island in a north-south direction.

(1) Reference: Marathon Gold Corp website; marathon-gold.com/valentine-gold-project

c) Pueblo Grande Project, Dominican Republic

The Company owns a 100% interest in the Pueblo Grande Project which surrounds the world-class high sulphidation epithermal Pueblo Viejo gold mine on the west, north and east sides. Project exploration concessions form a single contiguous claim block covering about 9,819 hectares.

On April 13, 2020, the Company announced that it had signed a definitive earn-in agreement (the "Agreement") with Barrick Gold Corporation whereby Barrick has the right to earn a 70% interest in the Company's Pueblo Grande Project by incurring a minimum US$10.0 million in exploration expenditures and delivering a qualifying pre-feasibility study prior to the sixth anniversary of the Agreement.

In accordance with the terms of the Agreement ("Earn-in Conditions"), to earn a 70% interest in the Project, Barrick must:

• • Incur a minimum of US$10.0 million in qualifying work expenditures prior to the sixth anniversary of the entering into of the Agreement as follows:

  •  US$2.0 million in aggregate before the second anniversary, with a US$1.0 million guaranteed minimum expenditure if Barrick elects to terminate the Agreement before the second anniversary; (completed)

  •  US$3.5 million in aggregate before the third anniversary;

  •  US$5.0 million in aggregate before the fourth anniversary;

  •  US$7.0 million in aggregate before the fifth anniversary; and

  •  US$10.0 million in aggregate before the sixth anniversary;

• • Complete a minimum of 7,500 meters of drilling before the sixth anniversary of the entering into of the Agreement; and

• • Deliver a qualifying pre-feasibility study before the sixth anniversary of the entering into of the

  Agreement

Shortfalls in required work expenditures may be paid by Barrick to Precipitate as cash in lieu to satisfy the work expenditures' requirement. Barrick may at any time accelerate any or all the work expenditures and excess work expenditures in any year shall apply against any future years' obligations.

Upon satisfaction of the Earn-in Conditions and delivery of an exercise notice, Barrick and Precipitate will form a joint venture to be owned 70% by Barrick and 30% by Precipitate. At Precipitate's election, which must be made within 120 days of the approval by the joint venture of a feasibility study, Barrick will be obligated to provide Precipitate's portion of any debt financing or arrange for third party financing of Precipitate's portion of any debt financing required to construct a mine on the Pueblo Grande Project described in the feasibility study in consideration for the transfer by Precipitate to Barrick of a 5% interest in the joint venture. Dilution of the Company's interest in the joint venture below 10% will result in the conversion of Precipitate's interest to a 1.5% NSR royalty on any concessions without pre-existing NSR'sas of the date hereof, and a 1.0% NSR royalty on any concessions with pre-existing NSR's as of the date hereof, applicable to all recovered products.

As part of the agreement, the Company closed a non-brokered private placement by Barrick on April 17, 2020 of 12,713,636 common shares at $0.11 per share for gross proceeds of $1,398,500.

As operator of the Pueblo Grande Project, Barrick will prepare programs and budgets in respect of the Pueblo Grande Project and provide Precipitate copies of each approved program and budget within 30 days of its approval. In addition, Barrick will prepare and provide to Precipitate, by the 45th day after the end of each calendar quarter, a quarterly report in respect of the preceding quarter that describes all work conducted on the Pueblo Grande Project, including all data and results derived from such work.

In the event Barrick elects to withdraw from the Agreement prior to having earned a 70% interest or fails to fulfill the qualifying work expenditures, including delivery of a qualifying pre-feasibility study before the sixth anniversary, Barrick will forfeit all rights and interests in the Pueblo Grande Project to Precipitate with all concessions in good standing.

Pre-existing advanced stage or mining-related commitments to a third party for certain concessions include (i) a sliding scale NSR royalty ranging from 1%, where gold is under US$1,000/oz, to 2%, where gold is over US$1,400/oz and (ii) sum of cash or shares valued at the greater of $5,000,000 or the value of 5,000,000 common shares based on a 20 day VWAP, in the event a resource of 1,000,000 gold equivalent ounces or greater are delineated at certain grades and in various indicated and inferred categories.

d) Juan de Herrera Project, Dominican Republic

The Company, through 0945044 B.C. Ltd., has 100% ownership of the JDH exploration concessions, which are subject to a 3% NSR royalty on any base and precious metal commercial production. The Company may purchase 50% of the NSR royalty by paying $2,000,000.

The Company's Juan de Herrera Project ("JDH") is located within the highly prospective Tireo Gold Trend in western Dominican Republic, directly adjoining GoldQuest Mining Corp on the south and west sides of its Tireo Gold Project (Romero, VMS-style gold deposit). Covering about 12,727 hectares, the JDH Project is variably road accessible and covers an estimated 40 kilometers of prospective strike length of target Tireo Formation lithologies. The Tireo Formation is an upper Cretaceous aged package of volcanic and sedimentary rocks that bisects central Hispaniola, trending northwesterly through the Dominican-Haitian border.

The Company has completed multiple phases of regional and local scale exploration work on Juan de Herrera, since acquiring the Project in 2012. The Company's early exploration work focused on the Ginger Ridge Zone and with subsequent work programs exploration focus expanded to include several other geochemically and geophysically anomalous areas, with gold-enriched VMS mineralization style affinities. Most of these compelling exploration targets require modest additional work to refine and prioritize drill targets, particularly the Ginger Ridge East, Southeast, Jengibre South, Peak and Melchor areas. Additionally, there are a number of early-stage un-named anomalous zones in the northern part of the project which require follow up exploration.

e) Ponton Project, Dominican Republic

The Ponton Project, 100% owned by the Company, is located about 20 kilometres east of the Company's Pueblo Grande gold Project or 45 kilometres north of Santo Domingo, the capital of Dominican Republic. The Project, consisting of a single exploration concession covering 3,250 hectares, has excellent road access, is bisected by a high power electrical line and importantly is underlain by the similar prospective Cretaceous to lower Tertiary aged Los Ranchos Formation volcanic rocks that host Barrick's Pueblo Viejo high sulphidation epithermal gold-silver mine. The Ponton Project includes three exploration zones: (i) Copey Hill, an epithermal gold target, (ii) Majagual Hill, a copper-gold porphyry target and (iii) a broad area of early stage rock and stream sediment anomalies. The main Copey Hill Zone hosts the region's strongest