Friday Dog : Q1 ended April 30, 2020

CERRO MINING CORP.
Management's Discussion and Analysis
For the Three Months Ended April 30, 2020
Introduction ...................................................................................................................................	1
Forward-Looking Statements........................................................................................................	1
Description of Business and Business Outlook ............................................................................	2
Highlights ......................................................................................................................................	2
Board and Management ...............................................................................................................	2
Mineral Properties.........................................................................................................................	3
Lajitas (Dorado) Claim Group ...................................................................................................	3
Sale of CMCD ...........................................................................................................................	3
Financial .......................................................................................................................................	4
Summary of Quarterly Results ..................................................................................................	4
Results of Operations................................................................................................................	4
Change in Financial Position.....................................................................................................	5
Liquidity And Capital Resources ...............................................................................................	5
Related Party Transactions .......................................................................................................	5
Significant Accounting Policies .................................................................................................	5
Capital Disclosures ...................................................................................................................	6
Financial Instruments ................................................................................................................	6
Share Capital ................................................................................................................................	7
Private Placement .....................................................................................................................	7
Outstanding Share Data............................................................................................................	7
Risks And Uncertainties................................................................................................................	7
Additional Financings ................................................................................................................	7
Key Management ......................................................................................................................	7
Conflicts of Interest ...................................................................................................................	7
Coronavirus Pandemic ..............................................................................................................	8
Disclosure Controls and Procedures ............................................................................................	8
Approval........................................................................................................................................	8

CERRO MINING CORP.

Management's Discussion and Analysis

Three Months Ended April 30, 2020

INTRODUCTION

The following discussion is management's assessment and analysis ("MD&A") of the results and financial condition of Cerro Mining Corp. (the "Company") and should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements for the period ended April 30, 2020 and the audited consolidated financial statements for the year ended January 31, 2020 and the related notes. The Company's unaudited condensed consolidated interim financial statements for the three months ended April 30, 2020 were prepared in accordance with IAS 34 - Interim Financial Reporting and policies consistent with International Financial Reporting Standards ("IFRS") using accounting policies consistent with IFRS as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. All financial amounts are reported in Canadian dollars unless otherwise indicated.

This MD&A was prepared as of June 26, 2020.

FORWARD-LOOKING STATEMENTS

This discussion contains forward-looking statements that are not based on historical fact, including without limitation statements containing the words "may", "plan", "will", "continue", "anticipates", "intends", "expects", and similar expressions. Forward-looking statements included in this document include statements with respect to the following:

• The Company's strategy with respect to developing a new business plan.
• Expectations related to the Company's ability to continue to raise sufficient capital to fund future operations.

Forward-looking statements and information should be considered carefully. Undue reliance should not be placed on forward-looking statements and information as there can be no assurance that the Company's plans, intentions, or expectations upon which they are based will occur. By their nature, forward-looking statements and information involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements and information will not occur and may cause actual results or events to differ materially from those anticipated in such forward-looking statements and information. The assumptions made by the Company include the economic viability of its properties, continued ability to raise sufficient capital to fund future activities and continued maintenance of title to claims (see 'Risks and Uncertainties'). There are also other factors that may cause the actual results, events, or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements and information. Such factors include, among others, the impact of fluctuating metals prices and the ability to maintain key individuals within the Company.

The Company will disclose any events and circumstances that occurred during the period that are reasonably likely to cause actual results to differ materially from material forward-looking information that the Company previously disclosed.

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CERRO MINING CORP.

Management's Discussion and Analysis

Three Months Ended April 30, 2020

DESCRIPTION OF BUSINESS AND BUSINESS OUTLOOK

The Company is a public company and its shares trade on the NEX board of the TSX Venture Exchange (the "Exchange") under the symbol "CRX.H". The Company is incorporated under the Business Corporations Act (British Columbia). Additional information relating to the Company is available on SEDAR at www.sedar.com.

The Company currently has no active business or operating assets as it disposed of its Chilean properties in March 2020. The board and management have started an evaluation of Cerro's current business strategy and expect to start work on an updated business plan in the coming months.

The Company's principal place of business is 1030 West Georgia Street - Suite 1507, Vancouver, BC, V6E 2Y3.

HIGHLIGHTS

Business highlights in the period February 1, 2020 to date are:

• In February 2020, the board appointed Anthony Paterson and Michael Kobler to the board of directors. Messrs, David Eaton and Brock Daem stepped off the board concurrently (see Board and Management below).
• In March 2020, the Company sold its principal Chilean subsidiary, Compania Minera Cerro El Diablo and its subsidiary (together "CMCD"), for nominal consideration (see Sale of CMCD below).
• In May 2020, the Company closed a non-brokered private placement of units for gross proceeds of $500,000. See Private Placement below.
• In June 2020, Andrew Bowering was appointed as CEO and Simon Anderson was appointed as CFO of the company (see Board and Management below).

BOARD AND MANAGEMENT

On February 20, 2020, the Company appointed of Mr. Michael Kobler to the Company's board of directors. Since 2016, Mr. Kobler has been CEO and a director of American Lithium Corp, a TSX Venture Exchange-listed lithium exploration and development company with assets in Nevada USA.

On February 13, 2020, the Company appointed Mr. Anthony Paterson to the board of directors. Mr. Paterson has over eight years' experience in the venture capital and private equity markets as a strategic investor, builder and operator. Mr. Paterson has helped oversee the acquisition, growth, and management of assets across a broad spectrum of industries including health and wellness, food and beverage, internet marketing, mezzanine lending, CBD manufacturing and resource development.

In June 2020, Andrew Bowering was appointed as CEO of the Company. Mr. Bowering is a venture capitalist with 30 years of operational experience and leadership in mineral exploration and development. He has had involvement in a number of companies engaged in the pursuit of precious, base and industrial metals from early exploration through to production. Mr. Bowering has owned and operated drilling companies for the past 20 years. Mr. Bowering has served as an officer or director of public companies on the TSX Venture Exchange, the TSX main board and the American Stock Exchange including Millennial Lithium Corp. and Prime Mining Corp. Mr. Bowering earned his BA from the University of British Columbia.

Also in June 2020, Simon Anderson was appointed as CFO of the Company. Mr. Anderson is a Chartered Professional Accountant (CPA, CA) with a broad range of public company experience in Canadian and US markets. For more than 20 years, he has worked in the financial management

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CERRO MINING CORP.

Management's Discussion and Analysis

Three Months Ended April 30, 2020

of public companies, ensuring that public disclosure meets current standards and planning and implementing acquisitions and divestitures. Previously, Mr. Anderson was a partner with an international accounting and consulting firm practicing in the areas of business valuation and mergers and acquisitions. Mr. Anderson earned his BComm from the University of British Columbia.

In conjunction with this appointments, the Company accepted the resignations of Jason Birmingham as CEO, Xavier Wenzel as CFO, and Brock Daem and David Eaton from the board of directors.

Overall Performance

There was minimal exploration activity during the three months ended April 30, 2020. For the three months ended April 30, 2020, the Company's expenditures were primarily of general and administrative nature. As of April 30, 2020, the Company had a working capital deficiency of $221,618 (January 31, 2020 - $315,462), has not generated any revenues from operations, and has an accumulated deficit of $50,341,145 (January 31, 2020 - $50,436,419).

MINERAL PROPERTIES

Lajitas (Dorado) Claim Group

The Company owned a 100% interest in the Dorado (Lajitas) and Nevada gold properties located in the Copiapo area of Northern Chile. These properties were held in a Chilean subsidiary, CMCD, which was sold in March 2020. Accordingly, the Company no longer has any interest in mineral properties.

Sale of CMCD

On March 10, 2020, the Company entered into an agreement for the sale of CMCD. The agreement provided that the purchaser, who is at arm's length from the Company, (1) acquire all of the Company's interest in CMCD; and (2) indemnify the Company against any third-party claims for the debts, liabilities and obligations (if any) of CMCD or the properties that it owned. No significant exploration work or expenditures were undertaken by the Company on the properties for about 10 years. Consideration for the purchase of CMCD by the purchaser was $1. The agreement closed upon receipt of final approval from the Exchange on March 27, 2020.

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CERRO MINING CORP.

Management's Discussion and Analysis

Three Months Ended April 30, 2020

FINANCIAL

Amounts in the discussion below have been rounded to the nearest $100.

Summary of Quarterly Results

The following table summarizes selected financial information from the Company's unaudited financial statements for the last eight quarters:

Quarter Ended	Income (Loss)	Basic and Diluted
Income (Loss) per
			Share
July 31, 2018	(37,244)		(0.00)
October 31, 2018	74,361		0.01
January 31, 2019	(10,857)		(0.00)
April 30, 2019	(32,947)		(0.00)
July 31, 2019	(54,212)		(0.01)
October 31, 2019	(46,043)		(0.01)
January 31, 2020	(7,124)		(0.00)
April 30, 2020	95,274		0.01

In this period, the Company did not generate any revenues or have any discontinued operations.

Below is a summary of significant variations in income (loss) from quarter to quarter:

• October 31, 2018 - The Company recorded a recovery of $108,900 on the write-off of accounts payable.
• July 31, 2019 - The Company's loss increased due to expenditures incurred to satisfy filing obligations for fiscal 2019.
• April 30, 2020 - The Company recorded a $132,800 gain on the sale of CMCD.

Results of Operations

For the three months ended April 30, 2020, the Company reported income of $95,300 compared to a net loss of $32,900 for the three months ended April 30, 2019. The following provides information on the main components of the operating results:

• Exploration and evaluation costs reflect expenditures to maintain and explore the Company's mineral properties that do not meet the test for capitalization. Costs decreased in the current quarter as the properties were on basic care and maintenance.
• Financing represents interest and other fees associated with debt instruments. The current period expense represents placement fees of 10% on advances from a director of $25,000.
• Foreign exchange gain / loss reflects changes in the value of monetary financial assets and liabilities of the Company's Chilean subsidiaries.
• Management fees represent amounts accrued for management and accounting. Management fees decreased in the current period due to a lower level of activity.
• Professional fees relate to legal and audit services. During the current period, the Company incurred legal fees associated with maintenance of the corporate entity and the sale of CMCD.
• Gain on sale of subsidiary primarily reflects the book value of the net liabilities of CMCD, which was sold in March 2020.

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