Orca Gold : Second Quarter Report, Jun 30, 2021

ORCA GOLD INC.

SECOND QUARTER REPORT

For the Three and Six Months Ended

June 30, 2021

ORCA GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Amounts in Canadian Dollars unless otherwise indicated)

The following management's discussion and analysis ("MD&A") of Orca Gold Inc. ("Orca" or the "Company") should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2021. The financial information in this MD&A is reported in Canadian dollars unless otherwise indicated and is derived from the Company's condensed interim consolidated financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The effective date of this MD&A is August 30, 2021. Additional information about the Company and its business activities is available on SEDAR at www.sedar.comand the Company's website www.orcagold.com.

Orca is a junior mining company focused on the acquisition, exploration and development of mineral properties in Africa. The Company's main assets are Block 14 in the north of Sudan and a 31.5% interest in Montage Gold Corp ("Montage"). Montage's main project is the Koné Gold Project in Côte d'Ivoire. Orca's ownership in Montage decreased from an initial 45% to 31.5% following Montage's initial public offering on October 23, 2020.

Block 14 is located close to the Egyptian border, 700 km north of Khartoum and 300 km west of the Red Sea. The nearest significant population centre is the town of Abu Hamad located 200 km due south of the Block 14 exploration concession perimeter. Block 14 is ready for development and with a financing commitment, could be in production within 24-30 months.

All exploration and mining projects in Sudan are subject to The Mineral Resources Development and Mining Act, 2015 and its regulations ("The Mining Act"), which sets forth the legal and fiscal framework for the administration of the country's mineral industry by the Ministry of Energy and Mining (the "MoM"). Industrial levels of exploration and mining rights are provided for in the Mining Act, defined by concession agreements and granted under exclusive exploration concessions and mining leases issued pursuant to the Mining Act. The Company, through its local subsidiary, owns the Block 14 Concession, granted by the Sudan Government on May 19, 2010 (the "Concession Agreement"). The Company also owns an exclusive prospecting licence over the Block 14 concession area, which expires on November 18, 2024.

In January 2018, the Company was granted a water extraction permit covering an aquifer system (Area 5) discovered by the Company in 2017, which is located 85 km from the Company's Galat Sufar South ("GSS") deposit.

In August 2019, after 25 years of military rule and following an extensive negotiation between the populous movement and the military, a Sovereign Council was declared to lead the people of Sudan during a 39 month transition period towards the establishment of an open, fair and transparent democratic process culminating in elections in 2023-24. The Sovereign Council currently comprises six civilians, five military and three rebel group representatives.

Following its formation, the Sovereign Council immediately appointed Abdalla Hamdok as the new Prime Minister of Sudan. Mr Hamdok is an economist, a technocrat and has spent the last decades in the African Development Bank and the UN Economic Commission for Africa.

Following successful peace negotiations between the new government and the principal rebel factions operating in Sudan accords were signed in September and October 2020 and Prime Minister Hamdok established a new cabinet of Ministers based on these accords. The latest Government has the approval and support of the people of Sudan and the international community at large, including the United States of America. The establishment of the Sovereign Council and a new government under the direction of Prime Minister Hamdok heralds the start of a new era for Sudan and its people, an era that looks to prioritize peace, economic restructuring, human rights, equality and freedom of speech.

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In October 2019, the then newly established national unity government of Sudan issued a new exploration permit to the company for a period of 4 years over an area of 1,000 km2, surrounding the planned Block 14 Mining Lease (38km2). The exploration permit is currently scheduled to expire in 2024.

During 2020 Sudan continued to progress on its path towards democracy (See Company News Release dated February 24, 2020) and an end to economic isolation. Sudan has received support from the Friends of Sudan and on March 4, 2020, the US Foreign Affairs Committee Leaders' introduced legislation to the US Congress supporting Sudan's democratic transition. The introduced Sudan Democratic Transition, Accountability and Financial Transparency Act of 2020 (H.R. 6094) would support a civilian led democratic transition, promote accountability for human rights abuses and encourage fiscal transparency in Sudan. In July, 2020 the US Secretary of State, Mike Pompeo addressed the US State Department supporting the removal of Sudan from the list of State Sponsors of Terror ("SST List"). On October, 23 2020, following more than 27 years on the list of US State Sponsors of Terror, the American President signed a resolution removing Sudan from the list.

Sudan's transitional government signed peace agreements in September and October, 2020 with rebel groups who have been waging wars in the country for decades. This new peace accord resulted in the establishment of a new Cabinet to reflect the rebel group participation in the new Government.

On March 26, 2021 the US treasury announced that it would provide financing of approximately US$1.2 billion to help Sudan meet its debt obligations to the World Bank, providing Sudan access to nearly $2 billion in grants for poverty reduction and sustainable development. These ongoing economic and political initiatives and removal from the SST List have created a new era of hope in Sudan, as a welcomed member of the international community. With these significant positive advancements in Sudan the Company looks forward to developing a gold mine at our Block 14 project

On May 17, 2021, Mouvement des Entreprises de France's ("MEDEF") held a Conference on Sudan in Paris, France and brought together political leaders, banking representatives and corporate executives from different sectors to discuss investment opportunities in Sudan. Organised by French President Emmanuel Macron, the Conference encouraged private investors to return to Sudan as it emerges from three decades of isolation and rebuilds its shattered economy. President Macron invited Sudan's bilateral creditors to help lighten Sudan's debt burden.

At the end of June 2021, the Executive Boards of the World Bank's International Development Association (IDA) and the International Monetary Fund (IMF) determined that Sudan had taken the necessary steps to begin receiving debt relief under the enhanced Heavily Indebted Poor Countries (HIPC) Initiative. Sudan is the 38th country to reach this milestone, known as the HIPC Decision Point.

HIPC debt relief will assist Sudan in enacting critical reforms to enhance the lives of its citizens by allowing resources to be freed up to combat poverty and improve social conditions. If Sudan reaches the HIPC Completion Point within a 3 year time frame, Sudan's external public debt could be irreversibly reduced by more than US$50 billion through HIPC debt relief and other debt relief initiatives anchored to the HIPC initiative, representing over 90% of Sudan's total estimated external debt.

In July 2021 the Paris Club of creditors agreed to cancel US$14.1 billion and reschedule the balance of $9.4 Billion of Sudan's international debt owed to the Club, praising the country's economic reforms. Concurrently, France has cancelled the US$5 billion it was owed by Sudan and the IMF announced a US$1.4 billion debt relief package.

The Company created Montage on July 23, 2019, transferring its permits and permit applications in Côte d'Ivoire to Montage and subsequently on August 27, 2019 entered into a share purchase agreement with Avant Minerals Inc ("Avant") pursuant to which Avant transferred its assets in Côte d'Ivoire and Burkina Faso and cash of $3.8 million to Montage.

Contemporaneously with the completion of the Avant transaction, Montage completed a non-brokered private placement issuing 18,226,374 shares in Montage to new shareholders at CA$0.45/share for cash of $8.2 million. Following the completion of the Avant transaction and the Montage private placement, the ownership of Montage was Orca 45%, Avant 30% and investors in the private placement 25%.

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On October 23, 2020, Montage closed an initial public offering of an aggregate of 27,272,728 common shares at a price of $1.10 per share for total proceeds of $30 million on October 23,. 2020 and commenced trading on the TSXV ("MAU"). On October 30, 2020 the underwriters fully exercised an over-allotment option to acquire an additional 4,090,909 shares at the offering price resulting in additional aggregate gross proceeds of approximately $4.5 million.

Following the Montage IPO on October 23, 2020, Orca's percentage ownership in Montage decreased from 45% to 31.5% and the Company entered into a new investor rights agreement with Montage replacing the initial shareholders agreement between Orca and Avant. Under the investor rights agreement Orca has the right to appoint a single director to the board of directors if it has a 10% ownership percentage in Montage and can appoint up to three directors if it has a 20% ownership interest in Montage. The board of directors appoints officers and management of the business and approves the Company's budget and the operation and capital direction of the Company. With Orca's reduced board representation and ownership percentage, management determined that Orca has significant influence, rather than control, over Montage. The Montage board is currently comprised of six directors The Company has reported the results of Montage as an associate using the equity method effective from October 23, 2020.

Q2 2021 OPERATING HIGHLIGHTS

Sudan

With improving political and economic conditions for Sudan, both nationally and internationally, the Company seeks to rapidly advance the development discussions in respect of Block 14, subject to the ongoing impact of COVID-19. Block 14 is ready for development and with a financing commitment, could be in production within 24-30 months. Block 14 is a priority project for the new government and the people of the Sudan and capitalizes on Sudan's significant gold endowment and will create a sustainable business, generate significant skills, realize community improvement and employment opportunities, and will generate internal revenue and foreign exchange for the country, whilst unlocking value for Orca's shareholders.

During the Company's ownership of the Block 14 Concession exploration and engineering work and studies have been carried out in an environment of local artisanal mining in the area. The understanding with local miners has been that they could continue with near surface excavations, with limited mechanical equipment, until such time as the Company requested them to leave for development and safety reasons. During Q2, at the request of the Company, the Government of Sudan has peacefully and successfully removed the local miners peacefully from GSS and Wadi Doum.

Following the removal of the local miners, the Company continued to advance the development of Block 14 including the following initiatives:

• Construction of a 1700m airstrip located 8km from GSS.
• Erecting a permitter fencing at GSS and Wadi Doum.
• Construction of a 100 man camp at GSS.

The Company is also in the final stages of discussions with the Sudan government on the necessary project agreements to fully secure financing for the construction at Block 14. The agreements include a Shareholders Agreement, Mining Lease Agreement and Royalty Agreement. The Company also expects to sign these agreements during H2, 2021.

Côte d'Ivoire

In Côte d'Ivoire, Montage commenced a 35,000m infill drilling program at the Koné Gold Project in January 2021, which was later increased by an additional 25,000m of drilling for a total drill program of approximately 60,000m. This program was completed by the end of June 2021 and was the basis for an Indicated Mineral Resource Estimate to support the delivery of a Feasibility Study, scheduled for the end of 2021.

During the quarter, Montage also completed the Preliminary Economic Assessment ("PEA") for the Koné Gold Project, the summary of which was announced via press release on May 25, 2021. The NI 43-101 Technical Report titled "Preliminary Economic Assessment for the Koné Gold Project Côte d'Ivoire" was filed on SEDAR on June 7,

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2021. The PEA demonstrates strong economics from a large scale, low-cost, open pit project with an initial project life of 14.7 years, producing an average of 205,000 ounces of gold annually over that timeframe with life-of-mineall-in sustaining costs of $975/payable ounce of gold. Pre-production capital costs are estimated at $489.9 million, including contingency of $65.1 million.

OUTLOOK

On March 11, 2020 the World Health Organization declared the rapidly spreading COVID-19 outbreak as a global pandemic. In response to this pandemic, Orca implemented strict protocols at our operations (in The Sudan, Côte d'Ivoire, UK, UAE and Canada). The primary focus of the Company at this point is to protect the safety and security of our personnel, their families and the communities where we work. Working with our health and security consultants, an identification and management plan has been put in place to handle potential issues relating to COVID-19. As of today, there are no confirmed cases of the virus amongst our employees.

Given the uncertainty of the duration and magnitude of the impact of COVID-19 there may be a material adverse effect on global economic activity and it could result in volatility and disruption to global supply chains and the financial and capital markets, which could affect the business, financial condition, results of operations and other factors relevant to the Company, including its ability to raise additional financing.

During H2, 2021 the Company is will commence an exploration program at Block 14 targeting additional resource development at GSS and will also be conducting regional exploration on the 1000sq km exploration concession to evaluate more than 300 artisanal workings and to follow up on previously identified high grade targets.

The Company has also planning to complete the following initiatives that commenced in Q2, 2021:

• Construction of the 1700m airstrip by October 2021.
• Fencing of GSS and WDD in early Q4, 2021.
• Construction of its 100 man camp at GSS in Q4, 2021.
• Mining contractors have been requested to bid for a drill, blast load and haul operations contracts, with bids to be received in Q4, 2021.

In Côte d'Ivoire following the completion of the PEA, Montage has continued to advance the Koné Gold Project towards the delivery of a Feasibility Study by year-end 2021. The Company's infill/expansion drill program was completed at the end of July 2021 for a total of 60,155m including 38,497m of core and 21,658m of RC drilling, bringing the total drilling at the Koné deposit to 100,695m. The updated Mineral Resource Estimate was completed in Q3 2021 and includes a maiden Indicated Mineral Resource of 225Mt grading 0.59g/t for 4.27Moz (at a 0.20g/t cut-off grade) and an additional Inferred Mineral Resource of 22Mt grading 0.45g/t for 0.32Moz (at a 0.20g/t cut-off grade).

Corporate

The Company completed a private placement on March 30, 2021 issuing 19,649,998 shares at a value of $10.8 million. Stock options exercised during the six months to June 30, 2021 were 2,083,335 for cash proceeds of $1.1 million.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

Key financial results for the last eight quarters are provided in the table below:

Months Ended	Jun-21	Mar-21	Dec-20	Sept-20	Jun-20	Mar-20	Dec-19	Sept-19
Revenue ($000's)	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Exploration costs ($000's)	1,486	951	1,814	2,515	1,704	2,201	2,479	1,324
Total net (gain)/loss	5,822	4,475	(25,073)	3,898	2,990	3,379	2,647	2,339
($000's)

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