Zacatecas Silver : MD&A - June 30, 2022

Management's Discussion and Analysis	Period-ended June 30, 2022

("Zacatecas" or "the Company")

FORM 51-102F1

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX-MONTH PERIOD ENDED JUNE 30, 2022

Introduction

This Management's Discussion and Analysis ("MD&A") of Zacatecas Silver Corp. including its subsidiaries, Desarrollos Mineros Zacatecas Silver S.A de C.V (Mexico), Esperanza Silver de Mexico, S.A. de C.V. (Mexico), Servicios Mineros Tetlama S.A. de C.V. (Mexico) and 1260410 B.C Ltd (Canada) and is the responsibility of management and covers the six-month period ended June 30, 2022. The MD&A takes into account information available up to and including August 26, 2022 and should be read together with the condensed consolidated interim financial statements for the period ended June 30, 2022 and with the audited consolidated financial statements for the year ended December 31, 2021.

The Company was incorporated under the Business Corporations Act (British Columbia) on July 22, 2020. The head office and principal address of the Company is 400-850 West Hastings Street, Vancouver, British Columbia, V6C 1E1.

The Company's shares commended trading on the TSX Venture Exchange ("TSXV") on March 2, 2021, under the symbol ZAC.

Throughout this document the terms we, us, our, the Company and Zacatecas refer to Zacatecas Silver Corp. All financial information in this document is prepared in accordance with International Financial Reporting Standards ("IFRS") and is presented in Canadian dollars unless otherwise indicated.

This document contains forward-looking statements. Please refer to "Note Regarding Forward-Looking Statements."

Zacatecas Silver Corp.

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Management's Discussion and Analysis	Period-ended June 30, 2022

Description of Business

The Company is a mineral resource company engaged in the business of acquiring and exploring mineral resource properties in Mexico. The Company's principal properties are the 100% owned Zacatecas Silver Project, located in Zacatecas State, Mexico and the 100% owned Esperanza Gold Project, located in Morelos State, Mexico. Please refer to the "Exploration Projects" section below for the acquisition and project details.

Performance Summary and Subsequent Events

During the period ended June 30, 2022 and subsequent to, the Company:

• On February 16, 2022, released multiple silver and gold assays from continuing diamond drilling at the Panuco North vein. The majority of holes tested the near-surface depth extension of the Panuco North vein in areas that had not previously been drilled. Highlights included:
  o 6.87 metres (m) at 160 grams per tonne (g/t) silver equivalent (AgEq) (145 g/t silver (Ag) and 0.2 g/t gold (Au)) from 18.9 m downhole (hole PAN 2021-023);
  o 4.13 m at 175 g/t AgEq (165 g/t Ag and 0.15 g/t Au) from 39.06 m downhole (hole Pan 2021-024);
  o 1.23 m at 750 g/t AgEq (723 g/t Ag and 0.36 g/t Au) from 39.39 m downhole (hole Pan 2021-025).
• On February 28, 2022, entered into a share purchase agreement with Minas De Oro Nacional SA De CV, a subsidiary of Alamos Gold Inc., to acquire the advanced-stage Esperanza gold project, located in Morelos State, Mexico.

Highlights of the Project include:

1. Esperanza gold project is a high-grade oxide gold deposit with scalable upside;

1. Historic measured and indicated resource of 34,352,000 tonnes at 0.98 gram per tonne (g/t) gold and 8.09 g/t silver for 1,084,000 ounces of gold and 8,936,000 ounces of silver and inferred resource of 718,000 tonnes at 0.80 g/t gold and 15.04 g/t silver for 18,000 ounces

of gold and 347,000 ounces of silver;

1. Priority to prepare an updated resource estimate in 2022 and complete a current economic

study on the Esperanza gold project based on the updated resource estimate;

1. To date, significant core and reverse circulation drilling has occurred at the Esperanza gold project, resulting in a total of 389 drill holes for 69,716 metres of drilling;

1. Alamos becomes significant cornerstone shareholder of Zacatecas Silver.

Please refer to the 'Esperanza Gold Project' section below for a description of the terms.

• On March 14, 2022 appointed Nancy La Couvee to the company's board of directors. Ms. La Couvee is currently Corporate Secretary for K92 Mining Inc., and is a governance professional with comprehensive senior level experience in the public and private resource sectors. Ms. La Couvee is strongly attuned to corporate governance and statutory compliance frameworks and has significant mining industry experience with a wide range of corporate and financial transactions. Ms. La Couvee is a Member of Governance Professionals of Canada (GPC) and the Chartered Governance Institute of Canada (CGI).
• On March 22, 2022 announced that it closed, on an oversubscribed basis, a financing for total gross proceeds of $19,151,521 pursuant to the issuance of 17,410,474 subscription receipts at $1.10 per subscription receipt. Each subscription receipt is convertible into one unit of the company upon the completion of certain escrow release conditions. Each unit will consist of one common share of the Company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of $1.50 per common share for a period of 24 months from the date of issue.

Zacatecas Silver Corp.

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Management's Discussion and Analysis	Period-ended June 30, 2022

The proceeds raised from the financing will be used to satisfy the $5-million (U.S.) cash consideration in connection with the acquisition of the Esperanza gold project from Alamos Gold Inc., to begin advancing the Esperanza gold project toward production, to finance the continuing drill program at the company's existing silver project and for general working capital purposes.

• On April 7, 2022 released multiple silver and gold results from continuing diamond drilling at the Panuco North and Panuco Central veins. These high-grade assay results at Panuco North, including 1.25 metres at 1,440 grams per tonne (g/t) silver equivalent (AgEq) (1,423.2 g/t silver and 0.23 g/t gold), occur relatively close to surface while the vein remains open at depth and along strike.

Highlights of the Panuco North results included:

o 1.25 m at 1,440 g/t AgEq (1,423.2 g/t Ag and 0.23 g/t Au) from 27.48 m downhole (hole PAN2022-042);

1. 4.35 m at 375 g/t AgEq (353 g/t Ag and 0.29 g/t Au) from 56.38 m downhole (hole PAN2022-

044);

o 1.55 m at 379 g/t AgEq (358 g/t Ag and 0.28 g/t Au) from 70 m downhole (hole PAN2022- 043);

1. 1.05 m at 222 g/t AgEq (201 g/t Ag and 0.28 g/t Au) from 97.3 m downhole (hole PAN2022-

046);

o 5.96 m at 179 g/t AgEq (114.9 g/t Ag and 0.85 g/t Au) from 107.28 m downhole (hole PAN2022-045).

• On April 12, 2022, completed its acquisition of the advanced stage Esperanza Gold Project, located in Morelos State, Mexico pursuant to the terms of a share purchase agreement dated February 28,
  2022 (the "Share Purchase Agreement") with Minas De Oro Nacional, S.A. De C.V. ("Minas De Oro"), a subsidiary of Alamos Gold Inc. ("Alamos"). Concurrent with closing of the transaction, the proceeds under the previously announced $19.15 million brokered private placement of subscription receipts (the "Subscription Receipts") were released to the Company. Please refer to the Esperanza Gold Project section below for a description of the transaction.
• On May 6, 2022, announced that the Secretariat of Environment and Natural Resources of Mexico (SEMARNAT) has approved 30 drill permits at El Cristo which will allow drill targeting throughout the extensive silver rich vein system. The Company has over 2,500m of diamond drilling planned in this initial phase of drilling at El Cristo.
• On May 26, 2022, nominated Dr. Luis Chavez-Martinez to the board of Directors. Dr. Chavez has over 35 years of experience in the global mining industry and serves as the Senior Vice President of Alamos Gold since 2015 and has held a similar position with AuRico Gold since 2007. Previously Dr. Chavez served as Energy and Mines Director, Coahuila State from 2001 to 2006 and was the General Director of the Mexican Geological Survey from 1994 to 2000. Dr. Chavez is currently a member of the Board of Directors of the Chamber of Mines and former President of the Mexican Mining Association (1996). Dr. Chavez holds a PhD in Mineral Economics from the university of Arizona and a MSc in Geology (1978) from the Penn State University and a Business Administration degree (1989) from the Pan-American Business Institute in Monterrey, Mexico.
• On June 1, 2022, reported the results of multiple silver assays from the ongoing diamond drilling at Panuco North. High-grade silver results from drill hole PAN 2022-057 included 1.83 m @ 235 g/t Ag Eq (224 g/t Ag and 0.15 g/t Au) from 53.7 m thereby confirming high-grade near surface mineralization in the previously untested central zone, extending the strike length of know mineralization.
  Highlights of the Panuco North results included:

1. 1.83 m at 235 g/t AgEq (224 g/t Ag and 0.15 g/t Au) from 53.7 m downhole (hole PAN2022- 057);

1. 3.71 m at 163 g/t AgEq (151 g/t Ag and 0.16 g/t Au) from 54.49 m downhole (hole PAN2022-

Zacatecas Silver Corp.

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Management's Discussion and Analysis	Period-ended June 30, 2022

056);

o 1.28 m at 263 g/t AgEq (231 g/t Ag and 0.22 g/t Au) from 147.53 m downhole (hole PAN2022-061).

• On June 3, 2022, announced that it has commenced its work plans to prepare a current resource estimate at the Esperanza Gold Project, located in Morelos State, Mexico. The Esperanza Gold Project has a historical resource estimate of a measured and indicated resource of 34,352,000 tonnes at 0.98 g/t gold and 8.09 g/t silver for 1,083,366 ounces of gold and 8,936,201 ounces of silver and an inferred resource of 718,000 tonnes at 0.80 g/t gold and 15.04 g/t silver for 18,375 ounces of gold and 347,192 ounces of silver (see "Esperanza Gold Project - Historical Resource" below). Significant core and reverse circulation drilling occurred, prior to this historical resource calculation at the Esperanza Gold Project resulting in a total of 389 drill holes for 69,716 metres.
• On July 5, 2022, announced that it has engaged Palaris Ltd. to lead a pre-feasibility study of the Esperanza Gold Project in Mexico. Palaris is an established mining consultancy that provides bespoke services to mineral exploration and mining companies worldwide, including prefeasibility, feasibility and optimization studies, life-of-mine engineering services, project management services, and mine finance advisory services. Palaris will work closely with the Company's technical staff, independent mineral resource modellers and metallurgists, and the in-country specialist consultancies responsible for the MIA.
• On July 7, 2022, reported multiple silver and base metal assays from the ongoing maiden diamond drilling at El Cristo vein system. Despite only testing the near surface, often strongly oxidized parts of the El Cristo veins, assay results indicate significant silver mineralization over downhole intervals of up to 9.53 m. Highlights included:
  o 9.53 m at 175 g/t AgEq (167 g/t Ag, 0.12 per cent zinc and 0.04 per cent lead) from 40.03 m in hole CRI-2022-001;
  o 1.45 m at 121 g/t AgEq (11.3 g/t Ag, 1.6 per cent Zn and 0.48 per cent Pb and 0.18 g/t Au) from 109.05 m in hole CRI-2022-002;

o 0.65 m at 829 g/t AgEq (565 g/t Ag, 1.2 g/t Au, 2.7 per cent Zn and 1.3 per cent Pb) from 55.15 m in hole CRI-2022-005;

o 4.36 m at 242 g/t AgEq (48 g/t Ag, 0.19 g/t Au, 2.7 per cent Zn and 1.5 per cent Pb) from 54.34 m in hole CRI-2022-012;

o 0.5 m at 974 g/t AgEq (19.6 g/t Ag, 0.23 g/t Au, 17.5 per cent Zn and 1 per cent Pb) from

• 70.3 m in hole CRI 2022-013.

• On July 18, 2022, appointed Mr. Jorge Ramiro Monroy as Advisor. Mr Ramiro is the Founder and Managing Director of Emerging Markets Capital, an investment firm based in Hong Kong and investing primarily in mining exploration equities listed on Toronto Stock Exchange. He was the founding member of the Mexican Chamber of Commerce in Hong Kong and a Founder of the Silver Council of Asia. He is the chief executive officer and founder of Reyna Silver, a Toronto Stock Exchange-listed company with silver exploration projects in Mexico and the United States. Mr. Monroy currently serves in the boards of Sierra Madre Gold and Silver and Arabian Shield Resources. He is a former director of Prime Mining and a director of Garra Esports, a private company looking to build an e-sports business in Latin America.
  Please refer to the Company's news releases which are available at www.sedar.comor on the Company's website at www.zacatecassilver.comfor additional information on the above highlights.

Outlook

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally. The Company anticipates that travel bans and self-imposed quarantine periods will continue to inhibit some measure of operational efficiency for some time. It is not possible to reliably estimate the length and severity of these conditions and the impact on the condition of the Company in future periods.

Zacatecas Silver Corp.

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Management's Discussion and Analysis	Period-ended June 30, 2022

During the period, the Company completed a $19 million financing, enabling the Company to close the acquisition of the Esperanza gold project. The Company will use the funds from the financing to continue advancing both the Zacatecas silver project and the Esperanza gold project and to meet its ongoing obligations and general administrative expenses. As the Company has no source of revenue at this time, it will continue to require additional capital to fund future office and administrative expenditures and to advance the Company's projects.

In late 2021, the Company released its maiden resource on the Zacatecas silver project and, during the first half of 2022, continued drilling to advance the Zacatecas silver project. While the Company continues to receive assays, it has elected to halt drilling until all assays are received. After the Company receives the outstanding assays, the Company has sufficient drill permits in place to recommence drilling on the Zacatecas Property with Major Drilling de Mexico CV.

The Company has commenced its current resource estimation on the Esperanza gold project, which will be used as the foundation for the prefeasibility study (PFS). The Company has appointed Palaris to lead the PFS, which will define the project's scope, a key component of an MIA submission (Manifestacion de Impacto Ambiental or EIA). Palaris will work with the Company's technical staff, independent mineral resource modellers and metallurgists, and the in-country specialist consultancies responsible for the MIA.

EXPLORATION PROJECTS

Below is a description of the project and the acquisition terms of the Zacatecas Project, Zacatecas State, Mexico. For additional information about the project please refer to the Company's 43-101 technical report titled:

• Independent Technical Report on the Zacatecas Properties, Zacatecas State, Mexico ("Zacatecas Technical Report") filed on SEDAR on January 28, 2022.
• Independent Technical Report on the Esperanza Gold Project, Morelos State, Mexico ("Esperanza Technical Report") filed on SEDAR on April 14, 2022.

Zacatecas Project, Mexico

On August 18, 2020, the Company entered into an agreement with third parties to acquire a 100% interest in certain claims known as the Zacatecas project, in Zacatecas, Mexico. The Company acquired a 100% interest in the property by issuing 5,000,000 shares (issued with a fair value of $750,000), agreeing to pay outstanding property taxes on the project of MxP3,977,515 ($278,080 - paid), and by paying US$1,500,000 (paid).

The fair value of the deferred payments was determined to be $1,559,046 on the date of the acquisition using a discounted cash flow model with a discount rate of 20%. Total acquisition costs incurred by the Company are as follows:

		Zacatecas Project
Acquisition Costs
Closing balance, December 31, 2020	$	2,587,126
Foreign currency translation		(94,865)
Closing balance, December 31, 2021		2,492,261
Foreign currency translation		44,569
Closing balance, June 30, 2022	$	2,536,830

Zacatecas Silver Corp.

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