San Lorenzo Gold : Management Discussion and Analysis ended June 30, 2022

SAN LORENZO GOLD CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

This Management Discussion and Analysis ("MD&A") for San Lorenzo Gold Corp. ("San Lorenzo' or the "Corporation") is a review of how the Corporation performed during the period covered by the unaudited Condensed Interim Consolidated Financial Statements for the period ending June 30, 2022 ("Interim Statements") and is current until the date of this MD&A which is August 26, 2022. The MD&A complements and supplements the Interim Statements and should be read in conjunction with the Corporation's audited consolidated financial statements, and the related notes thereto, for the year ending December 31, 2021. The Interim Statements have been prepared in Canadian dollars in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), which are also generally accepted accounting principles ("GAAP") for publicly accountable enterprises in Canada.

The Corporation's Board of Directors has reviewed and approved the Interim Statements and this MD&A, both of which are effective August 26, 2022.

Certain information presented in this MD&A constitutes forward looking information that is subject to substantial risks and uncertainties. Words such as "may", "will", "should", "could", "anticipate", "believe", "expect", "intend", "plan", "potential", "continue" and similar expressions have been used to describe these forward-looking statements. By their nature, forward-looking statements necessarily involve risks associated with the provision of services such as loss of market, lack of qualified personnel, impact of the regulatory environment, and competition from other companies providing similar services. Readers are cautioned that the assumptions used in the preparation of forward-looking information and statements, although considered reasonable at the time may prove to be imprecise. As such, undue reliance should not be placed on forward-looking statements. A number of factors, many of which are beyond the control of San Lorenzo, may affect the actual performance of San Lorenzo and actual results may differ from those expressed or implied by such forward looking information. Accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will occur, or if they do occur, what benefit San Lorenzo will derive from them. Readers are cautioned not to place undue reliance on these forward-looking statements.

Comparative period

Unless otherwise stated, the comparative period used in this MD&A is the period January 1, 2021 to June 30, 2021.

DESCRIPTION OF BUSINESS

San Lorenzo Gold Corp. was formed by the amalgamation of Tailwind Capital Corporation, a capital pool corporation ("Tailwind"), and Kairos Metals Corp., ("Kairos") a private exploration company holding mineral exploration properties in Chile, on December 16, 2020 pursuant to the provisions of the Business Corporations Act (Alberta). San Lorenzo is an exploration company whose principal business is the acquisition, exploration and development of mineral properties in Chile

OVERALL PERMORMANCE AND OUTLOOK

During the period covered by this MD&A, the Corporation:

1. completed a private placement yielding net proceeds of $1,384,950;
2. completed a third phase induced polarization ("IP") survey on the Salvadora property that had commenced in the later half of 2021;
3. completed a diamond drilling program on its flagship Salvadora property in Chile.
4. commenced a soil geochemical and outcrop sampling program on its Punta Alta property.

The Salvadora drilling program involved 4009 meters of drilling in 10 holes. Management expects that assay results will be received in early September.

Sampling on the Punta Alta property is ongoing.

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SELECTED FINANCIAL INFORMATION

The following summarizes information derived from the Corporation's financial statements for th periods indicated:

		Three months ended		Six months ended
		June 30,		June 30,
		2022		2021		2022		2021
Net loss and comprehensive gain (loss)	$	(655,167)	$	41,638	$	(878,427)	$	(168,373)
Basic and diluted income gain (loss) per share	$	(0.01)	$	-	$	(0.01)	$	-
Total assets	$	(366,156)	$	(262,848)	$	3,733,767	$	3,586,986
Share capital	$	313,950	$	-	$	4,647,845	$	3,190,395
Weighted number of common shares outstanding		56,249,887		48,523,368		56,249,887		48,523,368

OPERATIONAL REVIEW

Net Income and Cash Flow from Operations

For the six months ended June 30, 2022, the Corporation reported a net loss of $878,427 (2021 - net loss of $168,373) and negative cash flows from operations of $660,538 (June 2021 - negative cash flow of $497,680). For the three months ended June 30, 2022, the Corporation reported a net loss of $655,167 (2021 - $41,638) and negative cash flows from operations of $604,680 (June 2021 - negative cash flows of $347,915). The weakening Chilean Peso to the Canadian dollar exchange rate was the primary factor for the net loss in the current period as a result of non-cash f/x exchange rates applied in these Interim Statements. Without the effect of the unrealized loss on the foreign exchange, the total expenses for the current period are comparable to the same period last year.

Operating Expenses

Total expenses, before the effect of the consolidation foreign exchange translation adjustment, for the six months ended June 30, 2022 was $470,067 compared to $284,093 for the same period last year. General and administrative expense was $255,482 (June 2021 - $279,063); public listing and loan extension costs totalled $49,639 (June 2021 - nil). Non-cashshare-based compensation expense of $284,031 was partially offset by the unrealized gain on foreign currency of $119, 085.

Total expenses, before the effect of the consolidation foreign exchange translation adjustment, for the three months ended June 30, 2022 was $193,312 compared to $130,874 for the same three-month period last year. General and administrative expense was $132,125 (June 2021 - $128,469); public listing and loan extension costs totalled $27,038 (June 2021 - nil). Non-cashshare-based compensation expense of $72,503 was partially offset by the unrealized gain on foreign currency of $38,354.

Financial Resources and Liquidity

The Corporation's approach to managing liquidity risk is to ensure that it will have sufficient funds to meet financial obligations when due. The Corporation received net proceeds of $1,384,950 from the private placement which was completed in three tranches with the final tranche completed on April 28, 2022.

At June 30, 2022, the Corporation's remaining cash balance was $137,581 after funding exploration drilling in its core property of Salvadora, in Chile.

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Mineral properties - exploration and evaluation expenditures

The Corporation's exploration and evaluation expenditures relate to mineral properties in Chile and are as follows:

	-$ Cdn -
Balance, December 31, 2020	2,327,425
Addition	371,813
Foreign exchange effect	(373,817)
Balance, December 31, 2021	2,325,421
Addition	1,371,876
Foreign exchange effect	(128,339)
Balance, June 30, 2022	3,568,958

Mineral Property Description

At June 30, 2022, the Corporation held a 100% interest in 11,996 hectares of mineral claims through its Chilean subsidiary, Compania Minera San Lorenzo Limitada, which are comprised of three discrete property packages with exploration potential to discover deposits of copper, gold and silver.

Mineral Property Expenditure Commitments

The mineral properties do not require any minimum work or expenditure commitments. The Corporation is obligated to make annual payments of approximately US$1.50/hectare on its exploration claims and approximately US$7.50/hectare on its exploitation concessions to the Chilean government. The amounts are approximate due to Chilean peso exchange rate fluctuations.

Notes Payable

		June 30, 2022		June 30, 2021
Note payable to LITH	$	953,088	$	1,000,000
Loan extension costs		-		-
Accretion		25,588		-
Endng Balance	$	978,676	$	1,000,000
The notes payable is allocated as follows:
Current	$	978,676	$	-
Long-term		-	$	1,000,000
Endng Balance	$	978,676	$	1,000,000

		Lithium Chile
Balance, December 31, 2020	$	1,000,000
Loan extension costs		(72,500)
Accretion		25,588
Balance, December 31, 2021	$	953,088
Accretion		25,588
Balance, June 30, 2022	$	978,676

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During the year ended December 31, 2020, an agreement (the "Retransfer Agreement") was entered into between Kairos Metals Inc. and Lithium Chile Inc. ("LITH") to transfer certain gold, silver, and copper properties having a carrying value of $1,056,320 (the "Retransferred Mineral Claims"), from San Lorenzo back to Minera Kairos, a Chilean subsidiary of LITH such that the values and terms of the notes payable were adjusted as follows:

1. The Minera Kairos note payable, with an original face value of US$1,600,000 together with accrued interest of US$62,334, was satisfied in exchange for the Retransferred Mineral Claims.
2. The LITH note payable was renegotiated from US$1,115,000, plus interest, to CAD$1,000,000 with the repayment term extended from May 16, 2020 to November 30, 2021 and is unsecured.

On June 30, 2021 the LITH note payable was amended to extend the maturity date from November 30, 2021 to November 30, 2022. In consideration for the extension to the maturity date, the Corporation issued 500,000 common shares to LITH. The shares were subject to a hold period expiring four months and one day from the date of their issuance which hold period has now expired.

Both the agreement pertaining to the initial transfer of mineral claims and the Retransfer Agreement were considered common control transactions and as such, the gain realized from the re-transfer of mineral properties was charged to contributed surplus.

SHARE CAPITAL

1. Authorized:

Unlimited number of common voting shares and preferred shares without nominal or par value.

The preferred shares may be issued in one or more series and the directors are authorized to fix the number of shares in each series and to determine the designation, rights, privileges, restrictions, and conditions attached to the shares of each series. No preferred shares have been issued since the Corporation's inception.

b) Issued:

Common Shares	Number of Shares	-$ Cdn -
Balance, December 31, 2020	48,523,368	3,190,395
Shares issued for debt extension	500,000	72,500
Balance, December 31, 2021	49,023,368	3,262,895
Private Placement (i & ii)	11,200,000	1,120,000
Private Placement (iii)	3,150,000	315,000
Share issue costs		(50,050)
Balance, June 30, 2022	63,373,368	4,647,845

1. On March 11, 2022, the Corporation completed a first tranche closing of a private placement of units of the Corporation ("Units") at a price of $0.10 per Unit. Each Unit was comprised of one (1) common share of the Corporation and one (1) common share purchase warrant. Each warrant is exercisable at $0.20 per common share for a period of 12 months from the date of issuance, The first tranche closing yielded gross and net proceeds of $400,000 which involved the issuance of 4,000,000 common shares and 4,000,000 warrants. No finder's fees, commissions or broker warrants were paid or issued in respect of the first tranche closing.

On March 30, 2022, the Corporation completed a second tranche closing of Units. The second tranche closing yielded gross proceeds of $720,000 which involved the issuance of 7,200,000 Units comprised of 7,200,000 common shares and 7,200,000 warrants. Finder's fees in the aggregate amount of $49,000 were paid and 490,000 broker warrants were issued in respect of the second tranche closing. Each broker warrant entitles the holder to acquire one common share at a price of $0.10 per common share for a period of 12 months from the date of issuance.

1. On April 28, 2022, the Corporation closed the third (and final) tranche of the private placement. The third tranche closing yielded gross proceeds of $315,000 which involved the issuance of 3,150,000 Units comprised of 3,150,000 common shares and 3,150,000 Warrants. Finder's fees in the aggregate amount of $1,050 were paid in respect of the third tranche closing.

With the closing of the third tranche, the Corporation issued in total, 14,350,000 common shares, 14,350,000 Warrants and

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490,000 Broker Warrants in respect of the private placement and received gross and net proceeds of $1,435,000 and $1,384,950 respectively.

1. Loss per share

The basic and diluted loss per common share as calculated is based on the weighted average number of common shares outstanding during the year as follows:

	2022	2021
Issued and outstanding at beginning of the year	49,023,368	49,023,368
Common shares issued - weighted to June 30, 2022	7,226,519	-
Weighted average number of common shares - basic	56,249,887	49,023,368

1. Escrow Shares
   At the date of close of the Qualifying Transaction, the Corporation had 3,999,998 common shares subject to a CPC escrow agreement ("CPC Escrow") and 8,168,893 common shares subject to a Tier 2 value security escrow agreement ("Security Escrow"). In relation to the CPC Escrow, 10% of the common shares or 399,400 common shares were released on the date of the final exchange bulletin with 15% to be released on each six-month anniversary thereafter.. In relation to the Security Escrow, 10% of the common shares, or 816,889 common shares, were released on the date of the final exchange bulletin with 15% to be released on each six-month anniversary thereafter. At June 30, 2022, 5,476,002 common shares remained in escrow.
2. Stock Options
   The Corporation has adopted an incentive stock option plan which provides that the Board of Directors of the Corporation may, from time to time in its discretion and in accordance with the requirements of the Exchange, grant to directors, officers, employees and consultants to the Corporation, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares from time-to-time. Such options will be exercisable for a period of up to ten years from the date of grant and vest in accordance with the terms of their grant as determined from time to time by the Board of Directors of the Corporation.

		Weighted
	Number of	average exercise	Remaining Life
Options	Options	price	(years)
Balance, December 31, 2020	533,333	0.02	5.88
Granted January 21, 2021	3,150,000	0.11	8.57
Granted May 15, 2021	355,000	-	-
Granted June 21, 2021	400,000	-	-
Cancelled October 6, 2021	(200,000)	-	-
Granted October 14, 2021	500,000	-	-
Cancelled October 14, 2021	(200,000)	-	-
Balance, December 31, 2021	4,538,333	0.13	6.86
Granted March 11, 2022	580,000	0.02	1.50
Cancelled April 1,2022	(1,355,000)	-	-
Balance, June 30, 2022	3,763,333	0.15	8.36

Share based compensation recognized during the period ended June 30, 2022 was $284,031 (2021 $492,085) using the graded vesting method in the Condensed Interim Consolidated Statements of Loss and Comprehensive Loss.

The fair value of the stock options issued during the period ended June 30, 2022 of $55,560 (2021 - $580,754) have been estimated at the date of grant using the Black-Scholes option pricing model based on the following assumptions:

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