NevGold : MD&A – 2021

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the year ended December 31, 2021

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of Nevgold Corp., (“the Company“or”Nevgold“or”the Corporation“) has been prepared by management as of April 22, 2022, unless otherwise noted. The following discussion of performance, financial condition and outlook should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and period from incorporation on October 27, 2020 to December 31, 2020 (“consolidated financial statements”) and the notes thereto, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). All dollar references are to Canadian dollars ($) except where may be indicated.

Additional information relevant to the Company’s activities and those of its predecessor Silver Mountain Mines can be found on SEDAR at www.sedar.com under the profile of the company.

Robert McKnight P.Eng. is the non-independent Qualified Person under National Instrument 43-101 – Standards of Disclosure for Mineral Projectsand approved all scientific and technical information in this MD&A.

Readers are cautioned that this MD&A contains forward-looking statements and that actual results may vary from management’s expectations. See “Forward-Looking Statements” at the end of this MD&A and the various risk factors and other matters discussed in the Company’s public disclosure atwww.sedar.com.

HIGHLIGHTS, RECENT DEVELOPMENTS AND OUTLOOK

Highlights & Recent Developments

• 1. Closing of the Reverse Takeover Transaction with Silver Mountain Mines Inc. in June 2021;

• 2. Closing of the Asset Purchase Agreement with McEwen Mining Inc. in June 2021;

• 3. Closing of a Subscription Receipt unit con-current financing and subsequent conversion of these subscription receipts into common shares and common share purchase warrants of the Company in June 2021 for gross proceeds of $6.3 million;

• 4. New experienced board and management put in place;

• 5. Key geological staff hired and a Reno office established in Nevada, USA;

• 6. Receipt of a Notice of Intent drilling permit from the Bureau of Land Management (“BLM”) allowing for commencement of drilling at Limousine Butte, Nevada, USA;

• 7. Commencement of 10,000 meter drilling program at Limousine Butte; other

• 8. Releasing significant positive drill results on February 8, March 8, and April 6, 2022.

The Company’s corporate restructuring and progress of its exploration activities since June, 2021 has allowed the Company to quickly move forward with the exploration and drill program planning at Limousine Butte and Cedar Wash in Nevada, and Ptarmigan in British Columbia.

Outlook

With the equity capital raise completed, management has advanced the execution of its exploration strategy and plans related to the Limousine Butte project in Nevada including the initial drill program. The Company will continue exploration at Limousine Butte in 2022 incorporating the results received to date.

Development of exploration programs for 2022 at both Cedar Wash (Nevada) and Ptarmigan (British Columbia) properties is underway and exploration will be advanced over 2022. Cedar Wash is an exciting early-stage property with positive gold grades encountered in early drilling and surface sampling. Geophysics, surface geochemistry and drilling are planned for 2022 at Cedar Wash. Ptarmigan has had significant historical work completed including 14,000 meters of diamond drilling, geophysics, and geochemical analysis. The Company has digitized the historical geological database and is preparing for an active field program in 2022.

DESCRIPTION OF THE BUSINESS

Principal line of business

Nevgold’s principal business activity is the exploration and development of its mineral properties including the Limousine Butte and Cedar Wash properties in Nevada, USA, and the Ptarmigan property in British Columbia, Canada.

business combinations

Silver Mountain Inc. (“SMM”) was incorporated under the ABCA on May 12, 2008 and was extra-provincially registered under the BC Business Corporations Act (“BCBCA”) on August 13, 2008, under the name “Rupestris Mines Inc. “. On December 6, 2010, Silver Mountain amended its articles of incorporation to remove the private company restrictions thereon. Silver Mountain changed its name to “Silver Mountain Mines Inc.” on January 24, 2011.

“1271881 BC Ltd.”, a private company focused on mineral project acquisitions, was incorporated pursuant to the provisions of the BCBCA on October 27, 2020 and subsequently changed its name to Nevgold Corp. (“Private Nevgold“) on January 11, 2021.

The Transaction

On June 11, 2021 SMM’s shareholders met (“the Meeting“) to consider an ordinary resolution of the majority of the disinterested Voting Securityholders (the “transaction resolution“) to approve a business combination (the “Transaction“) in which Private Nevgold amalgamated with 1288412 BC Ltd. (“Newco“), a wholly-owned subsidiary of the Corporation to form Nevgold BC Holding Inc. (“Nevgold BC”), pursuant to an amalgamation agreement dated February 17, 2021.

The reporting issuer agreed to issue Class A Shares to the Private Nevgold Shareholders on the basis of one Class A Share of the reporting issuer for each Private Nevgold Share held. This arrangement was approved at a shareholders meeting held June 21, 2021.

In connection with the Transaction, the Company completed a brokered financing through the issuance of 15,662,333 subscription receipts (each, a “Subscription Receipt”) at a price of $0.40 per SubscriptionReceipt, for gross proceeds of $6,264,933. Each Subscription Receipt was automatically converted into securities of the reporting issuer, that were exchanged for one common share of the reporting issuer and one-half of one common share purchase warrant of the reporting issuer (a “Warrant”). Each Warrant is exercisable for a period of two years to acquire an additional common share of the Company at an exercise price of $0.60.

After the completion of the transaction, SMM changed its name to Nevgold Corp.

Upon the completion of the transaction, the reporting issuer is Nevgold Corp. which is a Tier 2 Mining Issuer under the policies of the TSX Venture Exchange with the trading symbol NAU.

Following Class A common shares of the Nevgold Corp. were issued upon the completion of the transaction:

• • 25,000,000 shares to shareholders of Nevgold BC

• • 15,662,333 shares to subscriber of the concurrent financing

• • 4,008,764 shares to shareholders of SMM

• • 4,963,455 shares to purchase mineral interests in the USA

Upon the completion of the transaction, shareholders of Private Nevgold BC acquired control of the reporting issuer. As such, the transaction is considered a reserve take-over (“RTO”); whereby Nevgold Corp. (formerly SMM) is the legal parent but Nevgold BC is considered as the acquirer of the business combination for accounting purpose.

For accounting purpose, the transaction is considered an acquisition of assets of SMM by NevGold BC with the following details:

The current organization chart of the Company is as follow:

f

EXPLORATION AND EVALUATION ASSETS

The continuity of the Company’s exploration and evaluation assets is as follows:

Nevada Properties

The Cedar Wash and Limousine Butte Properties (collectively the “Nevada Properties”) were acquired from McEwen Mining under an asset purchase agreement (“Agreement”) described below. The location of the Nevada Properties can be found in the figure one.

Figure 1 – Nevada Projects Map

Nevgold entered into the Agreement dated December 14, 2020 with McEwen Mining Inc. (“McEwen Mining“) and the McEwen Mining Subsidiaries pursuant to which Nevgold agreed to purchase, and McEwen Mining and the McEwen Mining Subsidiaries agreed to sell, a 100% interest in the Limousine Butte and Cedar Wash Properties immediately prior to or concurrently with the Transaction (closed on June 23, 2021) considering the following:

• a) paying McEwen Mining $600,000 on closing (June 23, 2021) (paid),

• b) paying McEwen Mining $50,000 on or before June 23, 2022 and June 23, 2023;

• c) issuing 4,963,455 Class A common shares of the Company (issued);

• d) issuing 2,481,727 share purchase warrants to acquire Class A common share at an exercise price of $0.60 per share with an expiry date of June 23, 2023 (issued)

e)granting a 0.5% Net Smelter Return (“NSR“) royalty on certain areas of the Limousine Butte Property; and

f) granting a 2.5% NSR on the Cedar Wash Property, with an option to reduce the percentage of the Cedar Wash NSR as follows:

• i. from 2.5% to 2.0% by payment of US$500,000 to McEwen Mining;

• ii. from 2.0% to 1.5% by payment of an additional US$500,000 to McEwen Mining; other

• iii. from 1.5% to 1.0% by payment of an additional US$750,000 to McEwen Mining.