NewOrigin Gold Corp.

Management's Discussion and Analysis

For the year ended June 30, 2023

General

The following management's discussion and analysis ("MD&A") of the financial condition and results of the operations of NewOrigin Gold Corp. ("NewOrigin", or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the years ended June 30, 2023 and 2022. This MD&A was written to comply with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual financial statements of the Company for the years ended June 30, 2023 and 2022, together with the notes thereto ("the financial statements"). Results are reported in Canadian dollars, unless otherwise noted.

The financial statements and the financial information contained in this MD&A were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). Please refer to Note 3 of the annual audited financial statements as at and for the years ended June 30, 2023 and 2022 for disclosure of the Company's significant accounting policies.

The audit committee of the Company has reviewed this MD&A and the financial statements for the year ended June 30, 2023 and the Company's Board of Directors approved these documents prior to their release.

This MD&A is dated October 26, 2023 and is current to that date.

Additional information relating to the Company, including news releases, is available free of charge on the System for Electronic Document Analysis and Retrieval ("SEDAR+") website at www.sedarplus.caand on NewOrigin's website at www.neworigingold.com.

Change of Name of Company

On April 15, 2021 the shareholders of the Company approved changing the Company's corporate name from Tri Origin Exploration Ltd. to NewOrigin Gold Corp. On April 28, 2021 the Company's shares commenced trading on the TSX Venture Exchange under the symbol "NEWO".

Caution Regarding Forward Looking Information

This MD&A includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical fact, that address future exploration activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Forward- looking statements should be read in conjunction with the risk factors described in the "Risk Factors" and "Cautionary Note Regarding Forward Looking Information" sections at the end of this MD&A.

Qualified Person

Technical information contained in this MD&A has been prepared by or under the supervision of Mr. Mark Petersen, P. Geo., consulting geologist to NewOrigin, who is a "Qualified Person" for the purpose of National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). He has verified the data comprising such technical information, including sampling, analytical and test data underlying the information or opinions contained herein.

NewOrigin Gold Corp.

Management Discussion and Analysis

For the year ended June 30, 2023

Overview and Description of the Business

NewOrigin Gold Corp. was incorporated on June 6, 1989 under the Business Corporations Act (Ontario). The Company is publicly held and trades under the symbol NEWO on the TSX Venture Exchange. Company shareholders include O3 Mining Inc. ("O3 Mining") and Osisko Mining Inc. The address of the Company's corporate office is 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4. NewOrigin is a Canadian mineral exploration company, principally focused on drill discovery on its Sky Lake and North Abitibi gold projects in the Canadian Shield, within Ontario, Canada. The Company's management and board have extensive experience in the delineation and development of gold deposits.

Highlights for the period July 1, 2022 to October 26, 2023

  • On June 13, 2023, NewOrigin closed the first tranche of the Kinebik property sale. Elijah Tyshynski, Chief Financial Officer of O3 Mining and Alex Rodriguez, Vice President, Corporate Development of O3 Mining, both of whom were directors of NewOrigin, resigned from the Board effective that date, pursuant to the terms of the sale agreement. In connection with the closing, NewOrigin received $50,000 and 29,467 shares of O3 Mining. The shares were subsequently sold on October 18 and 19, 2023 for net proceeds of $44,734.
  • On June 9, 2023, NewOrigin entered into an amended and restated agreement with O3 Mining regarding the sale of the Kinebik property to O3 Mining whereby the sale will occur in two tranches with the first tranche being the sale of 107 mineral claims for $50,000 and 29,467 shares of O3 Mining and the second tranche being the sale of the remaining 167 mineral claims for 58,935 shares of O3 Mining. The closing of the second tranche is subject to the approval of disinterested shareholders of the Company at the next meeting of the Company's shareholders.
  • On May 24, 2023, NewOrigin entered into an agreement with a private company to sell four single cell mining claims in the South Abitibi project area for $15,000 and a 1% gross production royalty having a term of 15 years until May 24, 2038, during which time, NewOrigin retains the right to explore for minerals on the claims.
  • On May 16, 2023, NewOrigin entered into an agreement with O3 Mining to sell the Kinebik property, which had been acquired in April 2021 from O3 Mining, back to O3 Mining for aggregate consideration of $50,000 and 88,402 common shares of O3 Mining
  • On April 13, 2023, NewOrigin filed an NI 43-101 Technical Report on the Sky Lake Gold Project, with an effective date of March 31, 2023.
  • On February 23, 2023, NewOrigin announced results from a short sampling program carried out in the fall of 2022 in the Nickel-Copper("Ni-Cu") zone at its South Abitibi project.
  • On January 17, 2023 NewOrigin announced results from a soil sampling program carried out at the Sky Lake Gold Project during August and September 2022.
  • On December 20, 2022, the Company completed a non-brokered private placement financing for gross proceeds of $260,000 through the issuance of 5.2 million units at a price of $0.05 per unit.
  • On November 30, 2022 the Company held its Annual General Meeting where all matters were passed, including the election of a new director, Alex Rodriguez, who replaced Alexandria Marcotte who chose not to stand for re-election.
  • In October 2022, the Company engaged Michael Farrant as a new CFO, appointed the Company's Chief Executive Officer, Andrew Thomson as Lead Director and accepted the resignation of the Company's President, David Farquharson, who remained on as a consultant.
  • In Q1 2023, the Company negotiated an exploration agreement with the Mishkeegogamang Ojibway First Nation ("MON") which is awaiting a resolution from band council to be put into effect. At the invitation of the community, NewOrigin's President and CEO met with land

2

NewOrigin Gold Corp.

Management Discussion and Analysis

For the year ended June 30, 2023

custodians at the community center in Mishgeegogamang to provide an overview of the planned drilling program at Sky Lake.

Properties

The Company holds 100% interest in the Sky Lake, North Abitibi, South Abitibi and Nipissing Cobalt properties. NewOrigin is in the process of selling its remaining interest in the Kinebik property to O3 Mining.

Community Consultation

NewOrigin is committed to the preservation of the environment in which it works and respecting the needs and land uses of members of nearby communities and other stakeholders in the vicinity of its projects. NewOrigin maintains open communication with indigenous peoples in the vicinity of its projects to understand and respect the impact the Company's work programs may have on the local environment and their communities. Community consultation is an ongoing process and may or may not lead to the necessity for agreements between NewOrigin, other stakeholders and local communities regarding the provision of assistance and services to local communities and environmental compensation. This process may affect the timing of upcoming exploration and drilling programs planned by the Company.

Under the Ontario Mining Act, it is required that exploration companies submit their proposed upcoming exploration programs for each project area to the Ontario government. These submissions include the nature of the work to be conducted and time schedules in the form of Exploration Plan and Exploration Permit applications. These Plan and Permit applications are then circulated to First Nation communities in the region of the project to solicit their concerns regarding the proposed programs. If no specific concerns are received or if concerns are adequately addressed by the Company, then an Exploration Plan or Exploration Permit (depending on the level of activity) will be issued to the Company by the government allowing its exploration program to proceed.

As at this date of this report, Exploration Permits are in effect for the Sky Lake and North Abitibi projects in respect of exploration programs planned at these projects, in particular the planned drilling program at Sky Lake. Exploration Plan applications have been submitted for the South Abitibi and Nipissing Cobalt projects for which the Company is awaiting approval from the government of Ontario.

Developments during Fiscal 2023 and up to October 26, 2023

Mineral Properties and Exploration and Evaluation Activities

Sky Lake Gold Project

The 100% owned Sky Lake gold project is located 35 kilometers ("km") southwest of Pickle Lake in northwestern Ontario. It is comprised of 446 single cell mining claims covering an area of approximately

87.6 square kilometres ("km2") and 29 patented mining claims (the "Koval Claims") covering an area of approximately 294 hectares within the Sky Lake property boundary, which were acquired from Barrick Gold Corporation ("Barrick") through an earn-in agreement.

Per the terms of the earn-in, Barrick was granted a 0.5% Net Smelter Return ("NSR") royalty on the Koval Claims and the Sky Lake claim package owned by NewOrigin at the time of signing the initial agreement ("Initial Sky Lake Claims") in fiscal 2017. Barrick retains the right, following delivery of a positive feasibility study, to back-in for a 51% interest on the Koval Claims and the Initial Sky Lake Claims (the "Barrick Back-In"). Upon exercise of the Barrick Back-In, Barrick's royalty would be extinguished. In order to back-in, Barrick would be required to complete a payment of three times NewOrigin's expenditures incurred on the properties covered in the agreement.

3

NewOrigin Gold Corp.

Management Discussion and Analysis

For the year ended June 30, 2023

There are three additional NSR royalties totaling 2.25% in aggregate on the patented claims and a 2% NSR royalty payable on a group of claims surrounding the patented claims. NewOrigin has an option to buy back a portion of the existing NSR royalties.

The Sky Lake property lies midway between the past-producing Pickle Lake Gold District and the past- producing Golden Patricia gold mine. The Koval Claims host a non-NI43-101 compliant gold deposit partially delineated during the 1950's by Hasaga Gold Mines Ltd. and Pickle Crow Gold Mines Ltd. who, at the time, operated the gold mines in the nearby Pickle Lake District. Gold-bearing altered volcanic and sedimentary rock and iron formation have been identified in multiple locations at Sky Lake.

In 2019, a deep-looking induced polarization ("IP") survey was completed over the Koval deposit where shallow exploration drilling was done during the 1950's along trend from the area of known gold mineralization. Detailed analysis and interpretation of the IP results has identified potential depth extensions to the known gold zones as well as several moderate to strong IP anomalies which require drill testing.

The Company has completed a full review of geological, geochemical, geophysical and diamond drilling information collected from previous work programs on the property. Three-dimensional ("3D") models of the known gold deposits have been constructed to outline new drill targets and develop plans for future exploration.

NewOrigin has also completed an airborne "VTEM" electromagnetic and magnetic survey and a series of geological mapping, geochemical sampling, and IP surveys as well as a preliminary program of reconnaissance level exploration drilling. This work has identified several new gold occurrences that warrant follow-up.

From August to September 2022, a geological mapping and soil geochemical surveying was completed aimed at refining targets for a future drilling program to test for potential depth extensions to the Koval gold zone and to prioritize other exploration targets along trend east and south east of the Koval zone. A total of 574 humus and 450 soil samples were taken at surface and 20 centimetres below surface, respectively. Lower analytical detection limits were 1 part per billion gold ("ppb Au") for humus and 5 ppb Au for soils. A threshold for anomalous gold in humus was set at 4 ppb Au with 17 samples (3.0% of total humus samples) returning values of 4 ppb Au to a maximum value of 244 ppb Au. A threshold for anomalous gold in soils was set at 20 ppb Au with 20 samples (4.4% of total soil samples) returning values between 20 ppb Au and a maximum value of 931 ppb Au. Humus and soil samples containing anomalous gold complement each other well, delineating five new prospective target areas of interest. These results, when combined with results of earlier work, outline distinct clusters of anomalous gold in overburden across a 2 km area east of the Koval deposit. Two grab samples of rock taken from outcrop nearby the surface expression of the Koval gold deposit returned 0.7 and 3.4 grams per tonne gold ("g/t Au"), confirming the presence of significant gold grades occurring in localized bedrock exposures.

On November 30, 2021, NewOrigin received a drill permit for the Sky Lake property effective for a three- year term. The drill permit covers the historic Koval gold zone and portions of the remaining Sky Lake claims. On February 15, 2022, the Company received an additional exploration permit for the same area effective for three years, which allows surface exploration activities including geophysical surveying and related activities.

NewOrigin is actively engaged with local First Nation communities to establish an "Early Exploration Agreement" at Sky Lake in order to responsibly move forward with a drilling program. New Origin has negotiated an exploration agreement with the Mishkeegogamang Ojibway First Nation ("MON") which is awaiting a resolution from band council to be put into effect. At the invitation of the community,

4

NewOrigin Gold Corp.

Management Discussion and Analysis

For the year ended June 30, 2023

NewOrigin's President and CEO met with land custodians at the community center in Mishgeegogamang to provide an overview of the planned drilling program at Sky Lake. NewOrigin has made 4 visits to the community, including face to face meetings with land custodians and in December 2022, the Company contributed funds to the 2022 Children's Christmas present drive. On January 20, 2023, NewOrigin provided the MON with a letter stating that it would be happy to conduct further meetings with land custodians if required but that it will proceed with a 2023 drilling program as it is halfway through the drill permit time frame.

On April 13, 2023, the Company filed an NI 43-101 Technical Report on the Sky Lake Gold Project with an effective date of March 31, 2023. A copy of the report can be found on SEDAR+ at www.sedarplus.caand on the Company's website at www.neworigingold.com. Subject to obtaining the necessary funding, a drilling program is planned to test the historic Koval gold deposit and new prospective targets identified by the Company's 2022 work program along extensions to the Koval deposit as well as at the iron- formation trend. To date, the Company has incurred total expenditures of $2,441,659 on the Sky Lake project.

North Abitibi Gold Project

North Abitibi is a gold exploration project located approximately 150 kilometers north of Kirkland Lake, Ontario, in the Abitibi greenstone belt. The property consists of 196 single cell and 21 boundary cell mineral claims covering an area of approximately 50 km2.

The property is subject to an agreement with Vista Gold Corp. ("Vista") whereby Vista holds the right to earn back a 51% interest in the property (the "Vista Back-in") after receiving notice from NewOrigin that it has spent $2,000,000 on the property. Upon receipt of such notification, Vista has 45 days to exercise its back-in right, which would then require Vista to spend $4,000,000 in exploration expenditures on the property over three years. Should Vista decline to exercise its back-in right within the 45-day period, Vista's interest would revert to a 3.0% NSR royalty, of which NewOrigin can repurchase 1.0% for $1,000,000.

Gold mineralization has been discovered in several locations on the property, including the Spade Lake and Road Gold Zones which have been the focus of exploration drilling by NewOrigin and predecessor companies. NewOrigin exposed a portion of the Road Gold Zone by trench excavating ("trenching"), with rock chip sampling returning significant results.

On February 10, 2022 the Company announced the completion of a diamond drilling program conducted during the second quarter of fiscal 2022. The drilling program, which consisted of 4 holes totaling 1,875 metres, tested IP targets at depth in three separate zones where prior drilling was limited to approximately 150 metres of vertical depth from surface. Single drillholes were completed in the Road and East Central Zones and two holes completed in the Spade Lake Zone to a maximum length of 531 metres down hole.

NewOrigin is constructing 3D sectional interpretations for the Spade Lake Zone and other targets to better understand how these new deeper broad anomalous gold intercepts relate to shallower historic gold intercepts to support the design of a future drilling program. To date, the Company has incurred total expenditures of $1,747,312 at the North Abitibi gold project.

5

NewOrigin Gold Corp.

Management Discussion and Analysis

For the year ended June 30, 2023

South Abitibi Project

South Abitibi is located approximately 15 km southwest of the Cobalt Mining District in the Temagami- Cobalt region of the Abitibi greenstone belt. As at June 30, 2023, it was comprised of 670 single cell and 20 boundary cell mineral claims. Subsequent to June 30, 2023, the Company dropped 475 single cell and 20 boundary cell mineral claims to hold 195 single cell mineral claims. One small claim block comprising approximately 8% of the property are subject to NSR royalties of 1.5% and one small claim block is subject to a 1.0% NSR and a 5.0% gross profit royalty. NewOrigin has the option to buy back a portion of these royalties.

The South Abitibi property hosts a number of gold, copper and nickel occurrences within a prospective sequence of Archean-age volcanic rock which represent an underexplored and largely unrecognized extension of the southern margin of the Abitibi greenstone belt. The Archean rocks are mostly covered by a veneer of younger, Proterozoic-age sedimentary rocks which precluded historic prospecting along this portion of the Abitibi and limited the effectiveness of earlier geophysical equipment which had minimal depth penetration ability. The Proterozoic rocks are intruded by Nipissing diabase sills throughout the property and cobalt, silver and copper occurrences are reported in these rocks. This is the same regional scale geological assemblage which hosts the nearby world-class Cobalt Mining District.

From the inception of the project until 2020, the Company has received the benefit of approximately $1.2 million in exploration work conducted on the property, largely by joint venture partners. Work has included; a detailed "VTEM" airborne survey, line cutting and IP geophysical surveying, geological mapping, prospect sampling and diamond drilling. This work has identified and advanced prospective occurrences of gold, nickel and copper. Some of these prospects are drill ready, while others warrant additional exploration targeting work to be brought to the drill stage. Total expenditure incurred by the Company to date is $252,546.

In early May 2021, the Company completed a geological sampling program at South Abitibi to collect additional geochemical data from selected gold and base metal occurrences previously identified to aid in planning for follow-up exploration work. During fiscal 2022, a detailed geophysical evaluation was completed, prioritizing prospective drill targets for a variety of commodities.

On February 23, 2023, NewOrigin reported assay results from a reconnaissance mapping and sampling program completed during the fall of 2022. A total of nine rock samples were collected within a small area at the center of the property which hosts historic occurrences of nickel ("Ni") and copper ("Cu"). Ni- Cu occurrences can historically be traced along a 1.7 km east-west trend with the most recent samples taken from an area at the eastern portion of the trend and returned assays up to 1.0% Ni and 0.5% Cu. Sample values for base metal sulphides were returned as follows:

SAMPLE ID

TYPE

ROCK

Ni

Cu

TYPE

%

%

524122

Grab

Massive sulphides

0.4

< 0.1

524124

Grab

Massive sulphides

0.9

0.1

524128

Grab

Semi-massive sulphides

0.5

0.1

524129

Grab

Massive sulphides

0.7

0.1

524130

Grab

Massive sulphides

1.0

0.1

524131

Grab

Massive sulphides

0.5

0.5

524132

Grab

Massive sulphides

0.7

0.1

524133

Grab

Massive sulphides

0.6

0.1

524134

Float

Massive Sulphides

0.8

0.1

6

NewOrigin Gold Corp.

Management Discussion and Analysis

For the year ended June 30, 2023

The sample area hosts a Ni-Cu sulphide zone up to 7 metres thick and appears to be located at the contact between steeply-dipping ultramafic and mafic volcanic rocks to the north and felsic volcanic/cherty sedimentary rock to the south. The zone is characterized by disseminated to massive and semi-massive sulphides dominated by pyrite, pyrrhotite, chalcopyrite and pentlandite. The western portion of the Ni- Cu trend is associated with massive and semi-massive sulphide nearby mafic intrusive rocks similar to those at the past-producing Kanichee Ni-Cu mine 10 km southwest of South Abitibi.

In addition, a 1.5 km long series of airborne electromagnetic anomalies was detected by a VTEM survey flown by NewOrigin in 2015. The VTEM target anomalies are located in a north-south trend 1 km southeast of the sampled area within mafic volcanic rocks. This 1.5 km long trend is not exposed at surface and has never been drill tested.

Sale of South Abitibi Mineral Claims

On May 24, 2023, the Company entered into an agreement with an arm's length private company to sell four single cell mining claims in the South Abitibi project area (the "Vended Claims") for $15,000 and a 1.0% gross production royalty having a term of 15 years until May 24, 2038. Under the terms of the agreement, NewOrigin retains the right with respect to the Vended Claims to explore for and mine certain minerals, including precious metals, base metals and diamonds, for a period of 15 years. The sale of the claims closed on May 29, 2023 and the Company recorded a gain of $15,000.

Nipissing Cobalt Project

The Company holds a 100% interest in the Nipissing Cobalt Property located at Bay Lake, 10 km west of Cobalt in east central Ontario. As at June 30, 2023, the property consisted of 273 single cell mineral claims. Subsequent to June 30, 2023, the Company dropped 238 of the mineral claims to hold 35 mineral claims.

The property is almost entirely underlain by Proterozoic-age sedimentary rock and Nipissing diabase sills. Cobalt, silver, copper and zinc occurrences have been documented on the property by NewOrigin and earlier explorers.

From the inception of the project until 2020, the Company has received the benefit of approximately $1.4 million in exploration work conducted on the property. This was funded largely from contributions by previous joint venture partners and not recorded on the Company's books. Work has included a detailed "VTEM" airborne survey, line cutting and IP geophysical surveying and diamond drilling. This work was focussed on testing specific targets for their gold potential. Additional drill targets for gold and well as zinc, copper, cobalt and silver have been delineated and remain to be tested. Total expenditure incurred by the Company to date is $37,729.

Kinebik Gold Project

On April 14, 2021 the Company completed the acquisition of the Kinebik Gold Project ("Kinebik") from O3 Mining. Under the terms of the agreement, O3 Mining was issued 2,700,000 common shares of NewOrigin as consideration for Kinebik at the deemed price of $0.165 per share for a value of $445,500. As part of the transaction NewOrigin assumed a 1% NSR royalty payable to Chalice Gold Mines (Ontario) ("Chalice"), of which 0.5% may be bought back for $200,000.

Kinebik is located in northern Quebec, halfway between the towns of Lebel-sur-Quévillon and Matagami and a two and a half-hour drive from Val d'Or, Quebec. The project is located approximately 200 km to the east of NewOrigin's North Abitibi Gold Project and approximately 150 km to the east of Hecla's Casa

7

NewOrigin Gold Corp.

Management Discussion and Analysis

For the year ended June 30, 2023

Berardi Mine. Kinebik can be accessed year-round via paved and unpaved roads with the original total project area covering greater than 30 km of strike along the Casa Berardi Trend.

Most of the exploration conducted at the property was completed between 1980 and 1995. In total, 47 diamond drill holes and several prospecting and geophysical surveys have been completed. In March 2021, a 1,300-line km airborne geophysical survey was completed by O3 Mining, on behalf of NewOrigin, as part of the initial acquisition agreement on the property. The survey was designed to evaluate the stratigraphic and structural setting of the property to identify target areas prospective for gold mineralization. Since its acquisition from O3 Mining, NewOrigin completed very little work on Kinebik and given the significant costs associated with holding the property, the strategic decision was made to sell the property back to O3 Mining.

On June 9, 2023, the Company entered into an amended and restated property sale agreement with O3 Mining, whereby the Company agreed to sell Kinebik back to O3 Mining in exchange for $50,000 in cash and 88,402 common shares of O3 Mining. In addition, O3 Mining will reassume the 1% NSR royalty payable to Chalice. As a result of O3 Mining being a related party, the transaction was anticipated to be completed in two separate closings. On June 13, 2023, the Company closed the first tranche of the sale by selling 107 mineral claims for proceeds of $50,000 and 29,467 common shares of O3 Mining. The shares of O3 Mining were valued at $41,254 based on their closing price of $1.40 on June 13, 2023. The Company expects to sell the remaining 167 Kinebik mineral claims to O3 Mining in a second closing in exchange for an additional 58,935 common shares of O3 Mining. The TSX Venture Exchange has mandated that the second closing be subject to the approval of disinterested shareholders at the next meeting of the Company's shareholders. The Company recorded a gain of $91,254 for the year ended June 30, 2023 on the sale of the first 107 mineral claims. On October 18 and 19, 2023, NewOrigin sold the 29,467 shares of O3 Mining for net proceeds of $44,734.

Mineral Property Exploration and Evaluation Outlook

Sky Lake Gold Project

NewOrigin holds drill and exploration permits at its Sky Lake gold project where drill target selection is underway to carry out a drilling program, subject to securing the necessary funding. As noted above, on January 20, 2023, NewOrigin provided the MON with a letter stating that it would be pleased to conduct further meetings with land custodians if required but that it will proceed with a planned drilling program, as it is halfway through the drill permit time frame. At present, a two-phase work program is contemplated for the property. Initially, surface exploration and drilling will test the Koval historic non- 43-101 compliant mineral resource area and nearby exploration targets in order to update the geological model, to be followed by a second, more extensive, exploration and drilling program.

North Abitibi Gold Project

Drill results received from the North Abitibi drilling program completed mid-way through the 2022 fiscal year were positive, providing a correlation between deeper, broad anomalous gold intercepts and shallower historic gold zones. Gold mineralization has been traced in several zones which follow an east- northeasterly trend over 4 km across the property. The Company's objective is to now identify structurally controlled "shoots" of higher- grade gold mineralization within these extensively mineralized areas. Additional drill core logging and geophysical surveying is required to refine structural models and design future drilling programs.

8

NewOrigin Gold Corp.

Management Discussion and Analysis

For the year ended June 30, 2023

Corporate Developments during Fiscal 2023 up to October 26, 2023

Changes in Management and Board of Directors

Effective August 23, 2022, Elijah Tyshynski stepped down from his compensated role as Lead Director and continued to serve as a director in an unpaid capacity.

On October 18, 2022, Brian Jennings stepped down as Chief Financial Officer and the Company appointed Michael Farrant as the new Chief Financial Officer.

On October 28, 2022, David Farquharson stepped down as President of the Company. He continues to serve the Company in a consulting capacity.

On October 29, 2022, Andrew Thomson, a director and the Company's Chief Executive Officer was appointed Lead Director.

On November 30, 2022, Diana Mark resigned as Corporate Secretary and the Company appointed Michael Farrant as the new Corporate Secretary

On November 30, 2022, the Company held its Annual General Meeting. All matters were passed including the election of directors, re-appointment of the Company's auditor and approval of the Company's amended stock option plan. Alex Rodriguez, Vice President, Corporate Development at O3 Mining was elected to the Board as a new director to replace Alexandria Marcotte who did not to stand for re-election.

On June 13, 2023, Elijah Tyshynski, Chief Financial Officer of O3 Mining and Alex Rodriguez, Vice President, Corporate Development of O3 Mining, both of whom were directors of NewOrigin, resigned from the Board effective that date, pursuant to the terms of the Kinebik sale agreement.

Non-Brokered Private Placement

On December 20, 2022, the Company completed a non-brokered private placement financing for gross proceeds of $260,000 through the issuance of 5.2 million units at a price of $0.05 per unit.

Advances from Related Parties

Subsequent to June 30, 2023, the President and CEO of the Company lent NewOrigin $22,450 and the Chairman of the Company lent NewOrigin $18,900 for general working capital purposes. The advances are unsecured, non-interest bearing, with no fixed terms of repayment.

Warrant Expiry

On January 11, 2023, warrants to purchase up to 21,923,076 common shares of the Company at a price of $0.18 per share, issued in connection with a unit financing that closed January 11, 2021, expired unexercised.

Stock Option Grant

On January 12, 2023, pursuant to the Company's stock option plan (the "Plan") the Company granted options to purchase up to 700,000 common shares of the Company at an exercise price of $0.10 to two officers and a director of the Company. These stock options expire in 5 years from the date of grant and vest immediately.

9

NewOrigin Gold Corp.

Management Discussion and Analysis

For the year ended June 30, 2023

Stock Option Cancellations

On October 28, 2022, unvested stock options to purchase up to 280,000 common shares of the Company at an exercise price of $0.12 granted to the Company's former President on November 1, 2021, were cancelled, coincident with his resignation as President.

On June 13, 2023, unvested stock options to purchase up to 35,000 common shares of the Company at an exercise price of $0.12 granted to the Company's former Lead Director on November 1, 2021, were cancelled coincident with his resignation as a director.

On September 18, 2023, unvested stock options to purchase up to 105,000 common shares of the Company at an exercise price of $0.12 granted to an employee of the Company on November 1, 2021, were cancelled coincident with his resignation.

Stock Option Expiries

On January 16, 2023, stock options to purchase up to 150,000 common shares of the Company at an exercise price of $0.28 granted to a former officer of the Company on January 20, 2021, expired unexercised per the terms of the Plan.

On May 25, 2023, stock options to purchase up to 700,000 common shares of the Company at an exercise price of $0.25 granted to directors and consultants on May 25, 2018, expired unexercised.

On May 31, 2023, stock options to purchase up to 150,000 common shares of the Company at an exercise price of $0.28 granted to a former director of the Company on January 20, 2021, expired unexercised

On June 7, 2023, stock options to purchase up to 40,000 common shares of the Company at an exercise price of $0.25 granted to a consultant on June 7, 2018, expired unexercised.

Effective June 30, 2023, stock options to purchase up to 60,000 common shares of the Company at an exercise price of $0.25 granted to a consultant of the Company on February 21, 2019, expired unexercised per the terms of the Plan.

Effective June 30, 2023, stock options to purchase up to 50,000 common shares of the Company at an exercise price of $0.28 granted to a consultant of the Company on January 20, 2021, expired unexercised per the terms of the Plan.

On September 11, 2023, stock options to purchase up to 150,000 common shares of the Company at a price of $0.28 granted on January 20, 2021 and up to 65,000 common shares at $0.12 granted on November 1, 2021 to a former director, expired unexercised per the terms of the Plan.

On September 11, 2023, stock options to purchase up to 150,000 common shares at $0.10 granted to a former director on January 12, 2023, expired unexercised per the terms of the Plan.

10

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

NewOrigin Gold Corp. published this content on 03 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2023 02:10:46 UTC.