Friday Dog : YE January 31, 2020

CERRO MINING CORP.

MANAGEMENT DISCUSSION & ANALYSIS

FORM 51-102F1

For the Year Ended January 31, 2020

June 1, 2020

The following discussion is management's assessment and analysis of the results and financial condition of Cerro Mining Corp. (the "Company") and should be read in conjunction with the Company's audited consolidated financial statements for the year ended January 31, 2020 and the related notes thereto. The preparation of financial data is in accordance with International Financial Reporting Standards ("IFRS") and all figures are reported in Canadian dollars unless otherwise indicated.

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 its mineral properties, including exploration programs.
• Expectations related to the Company's ability to continue to raise sufficient capital to fund future operations and exploration activities.

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.

CERRO MINING CORP.

MANAGEMENT DISCUSSION & ANALYSIS

For the year ended January 31, 2020

DESCRIPTION OF BUSINESS AND BUSINESS OUTLOOK

The Company is a public company whose shares trade on the TSX Venture Exchange (the "Exchange") under the symbol "CRX". The Company currently has no active business or operating assets, including mineral resource properties, as it disposed of its Chilean properties subsequent to January 31, 2020.

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 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.

HIGHLIGHTS

On May 15, 2020, the Company closed a non-brokered private placement comprised of a total of 10,000,000 units (the "Units") at a price of $0.05 per unit. Each Unit was comprised of one common share of the Company and one share purchase warrant exercisable for a period of one year from their date of issue at an exercise price of $0.065 per share. The private placement resulted in aggregate proceeds to the Company of $500,000. The common shares and share purchase warrants comprising the Units (and any common shares issued upon exercise of the share purchase warrants) are subject to a four (4) month resale restriction expiring on September 19, 2020.

On March 10, 2020, the Company entered into an agreement for the sale of its Chilean subsidiary Compania Minera Cerro El Diablo. The Agreement provides for the purchaser, Alfred Gregorian, to: (i) acquire all of the Company's interest in the Subsidiary; and (ii) indemnify the Company against any third party claims for the debts, liabilities and obligations (if any) of the Subsidiary or the Properties. No significant exploration work or expenditures were undertaken by the Company on the Properties for approximately ten years. Consideration for the purchase of the Subsidiary by the Purchaser was $1. The Agreement closed upon receipt of final approval from the TSX Venture Exchange on March 27, 2020.

On February 20, 2020, the Company appointed of Mr. Michael Kobler to the Company's Board of Directors. Mr. Kobler, for the past four years, has served as the CEO and Director of American Lithium Corp, a lithium exploration and development company with assets in Nevada USA. The Company also announced the resignation of David Eaton from the Board of Directors.

On February 13, 2020, the Company appointed of Mr. Anthony Paterson to the Company's Board of Directors. Mr. Paterson has over 8 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.

The Company also accepted the resignation of Brock Daem from the Board of Directors.

During the year ended January 31, 2020, the Company entered into two $15,000 Loan Agreements, one of the lenders being a director of the Company.

On May 27, 2019, the Company completed a share consolidation of the common shares on the basis of 2 pre-consolidation common shares for 1 post-consolidated common share. All share amounts have been retroactively restated for all periods presented.

2 | P a g e

CERRO MINING CORP.

MANAGEMENT DISCUSSION & ANALYSIS

For the year ended January 31, 2020

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, potentially leading to an economic downturn. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company, its operations in future periods and acquisition of potential assets.

OVERALL PERFORMANCE

There was minimal exploration activity during the year ended January 31, 2020. For the year ended January 31, 2020 the Company's expenditures were primarily of general and administrative nature. As of January 31, 2020, the Company had a working capital deficiency of $315,462 (2019

• $174,012), has not generated any revenues from operations, and has an accumulated deficit of $50,436,419 (2019 - $50,296,093).

PROJECT SUMMARY

Properties Located in Chile

Lajitas (Dorado) Claim Group

The Company though its subsidiary Compania Minera Cerro El Diablo ("CMCD") owned a 100% interest in the Dorado (Lajitas) and Nevada gold properties located in the Copiapo area of Northern Chile. The two properties consist of 3,600 hectares of exploration and exploitation claims. Additionally, part of the Dorado property included three exploitation claims, collectively 200 hectares in area. The properties of CMCD were subject to a 5% net smelter return royalty to and in favour of International Mineral Resources Ltd. ("IMR") and Roberto Alarcon Bittner.

On March 10, 2020, the Company entered into an agreement for the sale of its Chilean subsidiary Compania Minera Cerro El Diablo. The Agreement provides for the purchaser, Alfred Gregorian, to: (i) acquire all of the Company's interest in the Subsidiary; and (ii) indemnify the Company against any third party claims for the debts, liabilities and obligations (if any) of the Subsidiary or the Properties. No significant exploration work or expenditures were undertaken by the Company on the Properties for approximately ten years. Consideration for the purchase of the Subsidiary by the Purchaser was $1. The Agreement closed upon receipt of final approval from the TSX Venture Exchange on March 27, 2020.

SELECTED ANNUAL INFORMATION

The following financial data has been derived from the Company's audited consolidated financial statements for the years ended January 31, 2020, 2019, and 2018:

	2020	2019	2018
Financial Results:
Net loss for the year	(140,326)	(29,976)	(7,866)
Basic and diluted loss per share	(0.02)	(0.00)	(0.00)
Financial Position:
Total assets	9,073	48,520	11,619
Total liabilities	324,535	222,532	786,516
Working capital (deficiency)	(315,462)	(174,012)	(774,897)

3 | P a g e

CERRO MINING CORP.

MANAGEMENT DISCUSSION & ANALYSIS

For the year ended January 31, 2020

RESULTS OF OPERATIONS

For the year ended January 31, 2020, the Company reported net loss of $140,326 compared to a net loss of $29,976 for the year ended January 31, 2019. This was mainly due to the following changes:

• Consulting fees of $80,147 (2019 - $74,781) were relatively unchanged from last year.
• Exploration and evaluation costs of $35,211 (2019 - $39,584) were consistent with last year. These costs relate to payments to keep the properties in good standing as well as local costs.
• Professional fees of $25,257 (2019 - $17,324) relate to audit and legal fees.
• Transfer agent and filing fees increased to $22,589 (2019 - $12,560) due to the share consolidation.
• The net loss for fiscal 2020 includes a foreign exchange gain of $24,629 compared to a gain of $2,726 in fiscal 2019.
• The net loss for fiscal 2019 includes a recovery from write-off of accounts payable of $115,078 whereas there was no such a recovery in 2020.

For the three months ended January 31, 2020, the Company reported net loss of $7,124 compared to a net loss of $10,857 for the three months ended January 31, 2019. This was mainly due to the following changes:

• Consulting fees increased to $12,923 (2019 - $5,281) due to prior year cost cutting in the three months ended January 31, 2019 on consultants.
• Exploration and evaluation costs decreased to $4,550 (2019 - $13,494) due to less activity on the properties. These costs relate to payments to keep the properties in good standing as well as local costs.
• Professional fees of $7,930 (2019 - $nil) relate to audit and legal fees.
• Transfer agent and filing fees of $2,354 (2019 - $2,272) were consistent with the prior year.
• The net loss for the three months ended January 31, 2020 included a gain on foreign exchange of $21,179 (2019 - $2,978).
• The net loss for the three months ended January 31, 2019 included a recovery from write- off of accounts payable of $6,168 whereas there was no such a recovery in the three months ended January 31, 2020.

4 | P a g e

CERRO MINING CORP.

MANAGEMENT DISCUSSION & ANALYSIS

For the year ended January 31, 2020

SUMMARY OF QUARTERLY RESULTS

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

			Basic and Diluted
Quarter Ended	Total Revenues	Net Income (Loss)	Income (Loss) per
			Share
January 31, 2020	-	(7,124)	(0.00)
October 31, 2019	-	(46,043)	(0.01)
July 31, 2019	-	(54,212)	(0.01)
April 30, 2019	-	(32,947)	(0.00)
January 31, 2019	-	(10,857)	(0.00)
October 31, 2018	-	74,361	0.01
July 31, 2018	-	(37,244)	(0.00)
April 30, 2018	-	(56,236)	(0.01)

Below is a summary of significant variations in expenses from quarter to quarter:

•

LIQUIDITY AND CAPITAL RESOURCES

The Company finances its operations and capital expenditures with cash generated from equity financings. As of January 31, 2020, the Company had cash of $3,674 compared to $23,240 on January 31, 2020. As at January 31, 2020, the Company had a working capital deficit of $315,463 compared to $174,012 as at January 31, 2019 due to an increase in accounts payable, accrued liabilities, and loans payable.

During the year ended January 31, 2020, the Company received loan proceeds of $30,000.

RELATED PARTY TRANSACTIONS

Key management personnel comprise the Chief Executive Officer, Chief Financial Officer, and the directors of the Company. The remuneration of the key management personnel is as follows:

• During the year ended January 31, 2020, the amount of $24,000 (January 31, 2019 - $40,000) was incurred to a company controlled by the President and Chief Executive
  Officer ("CEO") of the Company for consulting fees. As of January 31, 2020, the Company was indebted to a company controlled by the President and CEO for $24,000 (January 31, 2019 - $ 4,200) included in accounts payable and accrued liabilities.
• As of January 31, 2020, the Company owes $15,000 (January 31, 2019 - $nil) to one of the directors of the Company, which is non-interest bearing, unsecured, and due on demand.

5 | P a g e