Prosper Gold : MD&A Q2-2022

PROSPER GOLD CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED APRIL 30, 2022

1.1 DATE

This management's discussion and analysis ("MD&A") of the financial condition and operating results of Prosper Gold Corp. ("Prosper Gold" or the "Company") for the period ended April 30, 2022 is derived from, and should be read in conjunction with, Prosper Gold's unaudited condensed interim financial statements for the period ended April 30, 2022, as publicly filed on SEDAR at www.sedar.com.

The Company prepared the unaudited condensed interim financial statements and note disclosures for the period ended April 30, 2022 in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). This MD&A complements and supplements, but does not form part of the Company's unaudited condensed interim financial statements.

All dollar amounts contained herein are expressed in Canadian dollars unless otherwise stated.

Cautionary Note to Investors Concerning Forward‐looking Statements

Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as "plans", "intends", "anticipates", "should", "estimates", "expects", "believes", "indicates", "suggests" and similar expressions.

This MD&A contains forward-looking statements that are based on the Company's expectations, estimates and projections regarding its business, and the economic environment in which it operates. These statements are not guarantee of future performance and involve risks and uncertainties that are difficult to control or predict. Examples of specific risks associated with the operations of the Company are set out under "Risk Factors". Actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements.

All forward-looking statements have been made subject to risk factors summarized on page 11 of this MD&A.

This MD&A has been prepared using information as of June 24, 2022 and approved by the Board on June 24, 2022.

1.2 BUSINESS OVERVIEW

Prosper Gold is an exploration and development company focused on acquiring and advancing mineral prospects in British Columbia and Ontario.

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PROJECTS

Golden Sidewalk

In August 2020, Prosper Gold optioned, staked, and purchased over 16,000 hectares of mineral claims and leases in Red Lake, Ontario, which comprise the Golden Sidewalk Project.

Gold was first discovered on the property in 1926. The discovery was called the "Golden Sidewalk" on the early maps, where it was described as a white granular quartz vein 11 feet (3.35

1. wide where exposed and was observed to contain an abundance of coarse gold. The Bathurst Mine was developed in 1929 with a 61 m shaft and two levels with about 900 m of drifting and cross cuts. A total of 149 oz of gold and 50 oz of silver were produced in 1929 and the Bathurst Mine saw intermittent production until 1937.

The most recent historical diamond drilling took place in 2008 where twenty-three holes totaling 2,472 m were drilled by Sabina Gold & Silver Corp. Drilling intersected gold mineralization in the primary target "Bathurst Mine Horizon" and discovered a second horizon with high-grade gold mineralization, including 45.96 g/t gold (1.34 oz/t gold) over 1.70 m 420 m west of the Bathurst Mine.

In 1993, the Geological Survey of Canada released results from a basal till sampling program performed in the Red Lake area (Open File 2583, 1993 by D.R. Sharpe). Follow-up work traced the survey findings up ice towards magnetic anomalies located at or near the Balmer/Confederation Assemblage contact. The gold grains are less rounded and mechanically worn (more pristine), which can reflect a local source. In summer and fall 2003, Teck carried out extensive exploration including a detailed airborne magnetometer survey, aerial photography, geological mapping and rock sampling, rock geochemical survey, and till sampling.

Teck's till sampling identified many samples with pristine gold grains in a down-ice dispersal zone measuring 5 km wide by 3 km long concentrated along a regional unconformity. More detailed till sampling and a reconnaissance induced polarization ("IP") survey were recommended to define follow-up drill targets.

After completion of geophysical, geological and geochemical surveys in the fiscal 2020 and 2021 periods, the Company has outlined a large, highly prospective target now named the Golden Corridor. The target area is defined as a west-northwest to west-trending structural corridor in proximity to a regional-scale fault that is also an unconformable contact between two lithologic assemblages. The Golden Corridor exhibits favourable multi-parameter geophysical signatures and is supported by a 7,000 m by 500 m pristine gold grain-in-till anomaly. Given the prospectivity and potential for a large gold system, the Golden Corridor is now the Company's primary focus of exploration at the Golden Sidewalk Project.

The Company announced the commencement of diamond drilling at the Golden Corridor on May 25th, 2021. The proposed 10,000 metre Phase 1 diamond drilling, which was subsequently upgraded to a 15,000 metre program (see the company's June 22nd, 2021 News Release), is

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supported by a 25-person camp that was constructed by the Company on the Golden Sidewalk mineral claims approximately 5.5 kilometres northwest of the Golden Corridor proposed drill site locations.

Phase 2 diamond drilling, following up on high priority targets at the Golden Corridor identified in Phase 1, commenced in late October, 2021 and was completed in early April, 2022. Drilling now totals 27,844.5 m metres in 87 diamond drill holes. Highlights of the drilling that have been reported publicly to date include 0.55 metres grading 22.7 g/t gold in drill hole DD21GC039, 5.88 m grading 3.13 g/t gold in drill hole DD22GC068 and 4.19 m grading 3.52 g/t gold in drill hole DD22GC087. Refer to the Company's January 17th, 2022 and May 17th, 2022 News Releases. The Company has commissioned a structural study through SRK Consulting in Toronto, Ontario which will providing insight to structural and directional controls on gold mineralization at the Golden Corridor and targets for follow-up drill testing.

Prosper Gold exercised its option to acquire a 70% interest in the Golden Sidewalk property and the Skinner Property (see the Company's February 7th, 2022 News Release). In order to acquire the 70% interest in the properties, the Company issued an aggregate 900,000 common shares, paid an aggregate of $40,000 in cash and incurred an aggregate of $2,600,000 in expenditures on the properties.

The Option Agreement (See the company's August 10th, 2020 News Release) calls for the Company to pay $50,000 cash, issue up to 1,500,000 Prosper Gold shares and for work expenditures totaling $2,600,000 over 4 years in order to earn a 100% interest. 2.0% NSR will be retained by the optionor and the Company can elect to purchase 1.0% of the NSR by payment of $1,000,000. The Company is working with Sabina and other relevant stakeholders to acquire the additional 30% interest as soon as practicable.

The Company intends to resume exploration activities at the Golden Sidewalk Project in late June of 2022. The immediate objective will be to uncover further quartz-carbonatevein-hosted gold mineralization at the Skinner North prospect with trenching and stripping at and along strike of the Skinner North showing. Stripped outcrop will be geologically mapped and channel sampled in order to gain a better understanding of structural controls on gold mineralization at this undrilled prospect. The Company intends to follow-up the trenching program with diamond drilling. Concurrently, field crews will be conducting grassroots exploration, including rock chip sampling and ground magnetometer surveys, on the greater 2 x 3 km Skinner Target Area to develop additional drill targets.

ONTARIO PROJECTS

Wydee & Galahad, Matachewan

In 2016, Prosper Gold entered into a definitive agreement to acquire the option to earn a 90% interest in the extensive land position surrounding the Ashley Gold Mine and Young Davidson Mine Area in the Cadillac Larder Lake Fault Area in Ontario. The Wydee and Matachewan

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properties were both subject to the 2016 agreement. In February 2021, the Company withdrew from the option agreement. Prosper Gold still holds a 100% interest in 13 mineral claims and 9 mineral leases (the Galahad) contiguous to the ground previously under option.

The Company received 60,000 common shares of Canada Nickel Company Inc. ("CNC") on January 12th, 2022, in consideration for the sale of 43 mineral claims from the Company's Wydee claim block. The purchase and sale of the mineral claims is further subject to a 2.0% Net Smelter Returns royalty to be granted to Prosper Gold of which one half (1.0%) can be purchased by CNC at any time during the entirety of the life of the royalty.

No exploration activities were completed at the Matachewan, Wydee or Galahad projects for the period ended April 30, 2022.

THE STAR

The Star Project is an alkalic porphyry copper-gold prospect in northwest BC. Prosper Gold holds a 51% majority interest in the Star Project joint venture pursuant to the Joint Venture Agreement dated September 2, 2016 between the Company and Otso Gold Corp. (formerly Firesteel Resources Inc.).

No exploration activities were completed at the Star Project for the period ended April 30, 2022.

Subsequent to April 30, 2022, the Company signed a definitive option agreement with CAVU Mining Corp. ("CAVU") to grant CAVU the exclusive right and option to acquire the Company's 51% interest in the Star Project. Under the terms of the option agreement, CAVU may exercise the option by issuing 1,250,000 common shares of CAVU by May 23, 2022 (received) and making aggregate cash payments of $1,155,000 to the Company consisting of $100,000 by May 23, 2022 (received), $285,000 by July 1, 2022, $385,000 by May 23, 2023 and $385,000 by May 23, 2024.

1.3 SELECTED ANNUAL FINANCIAL INFORMATION

Not required for interim MD&A.

1.4 SUMMARY OF QUARTERLY INFORMATION

The following is the selected financial information for the Company's most recent eight quarters ended April 30, 2022:

Quarter ended	Total revenue		Net	loss	and	Net loss per share (basic	Total assets
			comprehensive loss	and diluted)
	$			$		$	$
Q2/22 - April 30, 2022		-		(2,001,260)	(0.08)	2,984,573
Q1/22 - January 31, 2022		-		(1,927,117)	(0.08)	4,142,482
Q4/21 - October 31, 2021		-		(3,688,355)	(0.16)	5,936,293
Q3/21 - July 31, 2021		-		(2,840,654)	(0.13)	7,462,984
Q2/21 - April 30, 2021		-		(1,232,070)	(0.06)	8,615,278

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Q1/21 - January 31, 2021	-	(912,314)	(0.06)	8,493,006
Q4/20 - October 31, 2020	-	(550,629)	(0.06)	3,556,537
Q3/20 - July 31, 2020	-	(110,558)	(0.01)	995,482

The net loss increased in the last quarter of 2020 due to the commencement of work for the Golden Sidewalk Project and the impairment of the Matachewan and Wydee mineral property costs. The increase in total assets is due to the increase in cash from the private placement of $3,020,001 that was completed in October 2020.

The net loss increased in the first quarter of 2021 due to the increase for general and administration expenses which include an increase in advertising and promotion of the Company; increase for management salaries and fees for salaries paid to the CEO and COO and fees accrued to the CFO; and an increase for share-based payment expenses due to 1,521,500 stock option granted in December 2020 and 600,000 stock options granted in May 2021.

The Company's total assets increased in the first quarter of 2021 due to the completion of a private placement for 6,111,111 units for a proceed of $5,500,000.

During the second quarter of 2021, the Company commenced geophysical survey work. This resulted in the increase in expenditures for exploration compared to the previous quarter. In addition, the increase in net loss in the second quarter of 2021 is due to the share-based payment expense recorded for the 1,521,500 of stock options grant and an increase in promotion expenses included in general and administrative expenses.

The total assets increased in the second quarter of 2021 due to the increase in cash for the exercise of warrants, the increase in prepaid expenses for prepaid rent for the new office lease, the increase in deposit for the Company's prepaid credit card balance and the acquisition of office computers, vehicles and camp equipment.

During the third quarter of 2021, the Company continued with the Golden Sidewalk project with the drilling program which resulted in an increase in exploration expenses of $1,404,073 compared the second quarter of 2021. During the third quarter, the Company granted 600,000 stock options and issued 1,513,000 restricted share units resulting in an increase in share-based payment expense of $311,578 compared to the second quarter of 2021.

The total assets decreased in the third quarter due to the increase in expenses incurred for the exploration program and general operation expenses, offset by the cash proceeds from the exercise of warrants.

In the last quarter of 2021, the Company incurred $2,581,519 for exploration expenses, an increase of $849,412 and an increase of $29,205 for management fees compared to the third quarter of 2021 and the increase in share-based payment for $1,606,370 due to adjustment to the fair value of the restricted share units and vesting of stock options compared to the previous quarter. The increase is netted against the decrease in professional fees, transfer agent fees and general and administrative expenses.

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