SPANISH MOUNTAIN GOLD : Management Discussion & Analysis For the Period Ended September 30, 2022

SPANISH MOUNTAIN GOLD LTD.

Management Discussion & Analysis

For the Period Ended September 30, 2022

Dated: November 25, 2022

Spanish Mountain Gold Ltd.

MD&A for the period ended September 30, 2022

The following is management's discussion and analysis ("MD&A") of the financial condition and results of operations of Spanish Mountain Gold Ltd. (the "Company"). This MD&A should be read in conjunction with the condensed consolidated interim financial statements, including the notes thereto, for the period ended September 30, 2022 and 2021 ("Financial Statements") as well as the audited consolidated financial statements of the Company for the years ended December 31, 2021 and 2020.

The accompanying Financial Statements and related notes are presented in accordance with International Financial Reporting Standards ("IFRS") and in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB"). These Financial Statements, together with the following MD&A dated November 25, 2022 ("Report Date"), are intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as potential future performance. Please refer to the cautionary notices at the end of this MD&A, especially in regard to forward looking statements. All dollar amounts are in Canadian dollars unless otherwise noted.

Additional information relating to the Company including its Financial Statements may be found on the Company's website at www.spanishmountaingold.comas well as under the Company's profile on SEDAR at www.sedar.com.

These MD&A were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on November 25, 2022. The information contained within this MD&A is current to the same date.

OVERVIEW

The Company's September 30, 2022 Financial Statements reflect the financial position and results for the period then ended including those for its wholly-owned subsidiary, Wildrose Resources Ltd. ("Wildrose"). All material inter-company transactions have been eliminated.

The Company is an exploration stage company engaged in the acquisition, exploration and development of mineral properties. The Company's primary asset is the Spanish Mountain property located approximately 180 kilometres (km) north of Kamloops, B. C. and 66 km northeast of the City of Williams Lake. The Spanish Mountain property refers to the contiguous mineral and placer claims the Company holds while the Spanish Mountain gold project (the "Project") refers to the mineral resource that the Company has defined in an area within the property. The Company's immediate focus is to advance the development of the Main Zone Reserve, which is comprised of the higher grade/ near-surface portion of the Mineral Resource. The Company also expects to conduct strategic resource drilling in order to further expand its multi-million ounce Mineral Resource.

The Company completed the Project's Pre-Feasibility Study (PFS) along with a Mineral Reserve estimate and an updated Mineral Resource estimate in May 2021. The PFS is based on a 20,000 tonnes per day (tpd) milling rate to process the delineated Proven & Probable Reserves as a standalone open pit operation for 14 years. Details of the PFS are presented in the sections below. The NI 43-101 Technical Report for the PFS was filed on SEDAR on September 3, 2021.

Having defined a project with a multi-million ounce Reserve and robust economics, the Company has made the strategic decision to proceed with the environmental assessment and permitting process in order to reach the construction decision within a compressed timeline. The Initial Project Description (IPD) and Early Engagement Plan for the Project were submitted in March 2022 to the BC Environmental Assessment Office (BCEAO) and the Impact Assessment Agency of Canada (IAAC). Both the provincial and federal agencies accepted the documents within the same month without requesting amendments. With issuance of the Summary of Engagement by BCEAO and the Joint Summary of Issues and Engagement by IAAC on June 23, 2022, the early engagement period for the Project is now complete. Work is progressing on the Detailed Project Description and draft Application Information Requirements for submission in late 2022, which will commence the EA Readiness Decision phase.

The Company believes that active engagement with First Nations and other communities is critical for the success of the EA process and is pleased to support the full involvement of the First Nations. Prior to the submission of the IPD, management conducted pre-submission review with all three First Nations whose traditional territories

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Spanish Mountain Gold Ltd.

MD&A for the period ended September 30, 2022

include the Project area. The Company signed an Engagement Protocol Agreement with Xatśūll First Nation in October 2021 and Lhtako Dené Nation in December 2021 and proceeded with the process of completing a Life-of- Mine Relationship Agreement with Williams Lake First Nation and the aforementioned Nations.

The Company has active field programs to support the ongoing environmental assessment/ permitting process and to further optimize the Project in a number of areas including metallurgical process, water management and treatment, environmental strategies and pit optimization. Any potential benefits from these initiatives will be captured in a feasibility study in due course. The key findings of these optimization exercises are as follow:

• Power line: a modified route for the power line may potentially lead to reductions of the overall permitting risks as well as the linear length by eight percent relative the proposed route assumed in the PFS. Specifically, the study investigates a viable route bypassing a populated area near Likely in order to reduce community impacts; the Construction Difficulty Analysis of the bypass concluded that 62% falls into the "easy" category and another 27% in the "medium" category. The technical team will continue to work with consultants and BC Hydro (the provincial utility) to refine the parameters for the new power line and address technical and permitting issues.
• Metallurgy: subsequent to the completion of the PFS, the Company's technical team has continued to advance the metallurgical test work with Ausenco Engineering to further improve the gold recovery process and to develop detailed parameters for the flowsheet. Phase 1 of the exercise has successfully assessed the metallurgical performance of samples using conventional gravity, flotation, and leaching processes. In September 2022, the technical team commenced a field program to extract samples from five drill holes within the defined pit in order to complete variability sample testing and confirm the metallurgical performance with the optimized flowsheet. The samples have been shipped to BaseMet Laboratories (Kamloops, BC) for analyses which include concentrate generation for downstream testing such as oxygen uptake tests, dynamic settling tests, cyanide detoxification and carbon adsorption tests. Once the current metallurgical program is complete, the optimized flowsheet and the detailed processing configuration will form the basis for ore processing and the recovery of gold in the definitive feasibility study.
• Geotechnical: the Company has conducted a number of geotechnical programs to gather critical data for designing the pit and tailings facilities and will commence additional drilling programs in due course. To achieve efficiency in overall project costs and schedule, BCG Engineering was mobilized to conduct geotechnical work on three of the five holes drilled completed for the metallurgical program. The Company expects that the data from this exercise will give the technical team additional information to assess rock mechanics and to design a future program more effectively.
• Electrification: the Project's location is supported by excellent infrastructure including an abundance of connectivity to the provincial power grids supplied with low-cost, renewable hydro power. Through the collaboration with BC Hydro (the provincial utility), the technical team has identified a number of opportunities that may potentially reduce capital and operating costs as well as green house gas emissions from the proposed mine. These opportunities include trolley assist trucks and equipment as well as various energy efficiency measures. The Company is actively assessing these opportunities with industry experts and in due course will provide more specific plans and the details for these initiatives.

As part of the renewal process for the Board of Directors, the Company appointed Lembit Janes, Garnet Dawson, Brent Bergeron, Peter Mah and Richard Orazietti as new directors. The biographies of the new directors are available on the Company's website.

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Spanish Mountain Gold Ltd.

MD&A for the period ended September 30, 2022

MINERAL ASSET

Spanish Mountain Gold Project, B.C.

The Spanish Mountain property is located in the Cariboo region of central British Columbia, 6 km east of the village of Likely, and 66 km northeast of the City of Williams Lake, a key supply hub for multiple mines and projects in the region. The property, which comprises approximately 50 contiguous mineral claims and 6 placer claims and covers an area of approximately 10,000 hectares, is 100% owned by the Company.

The property can be reached from Williams Lake via a paved secondary road that leaves Highway 97 at 150 Mile House, approximately 16 km south of Williams Lake, and continues for 87 km to the village of Likely. From Likely, the property is accessed from the Spanish Mountain Forest Service Road 1300.

The Company has been actively conducting drilling and other exploration activities on the property since 2005. The Spanish Mountain gold deposit is a bulk-tonnage, gold system of finely disseminated gold. The largest zone carrying significant gold mineralization is called the Main Zone, which has been traced by drilling over a length of approximately 900 metres (m) north-south and a width of 800 metres. The mineralization of the Main Zone extends northward covering another area of about 400m north-south with a similar width. Gold mineralization occurs predominately as disseminated within the black, graphitic argillite. Gold grain size is typically less than 30 microns, and is often, but not always, associated with pyrite. Gold mineralization also occurs within quartz veins as free, fine to coarse (visible) gold. Although the highest grades have come from coarse gold within quartz veins, disseminated gold within the argillite units is the most economically important type of mineralization. The area of gold enrichment has been traced for over 2 km, occurring in multiple stratigraphic horizons.

The Spanish Mountain gold deposit is classified as sediment-hosted vein ("SHV") deposit, as it has many of the features common to these deposits, including some of the structural characteristics, regional extent of alteration, alteration mineralogy, mineralization style and gold grade.

The Company is focused on advancing the Project's Mineral Reserve through environmental assessment/ permitting, optimization and a feasibility study towards a construction decision. Concurrently, strategic drilling programs will be planned and executed in order to further expand the Project's multi-million ounce Mineral Resource.

The following highlights the key recent developments in respect of the Spanish Mountain gold project:

Pre-Feasibility Study

The PFS is based on a 20,000 tpd milling rate to process the delineated Proven & Probable Reserves as a standalone open pit operation for 14 years.

(a) Mineral Reserves

The Project's Mineral Reserves, which are a subset of the M&I Mineral Resources, are based on the mine plan developed for the PFS. Mineral Reserves are estimated in accordance with the CIM 2019 Best Practices Guidelines and are classified using the 2014 CIM Definition Standards.

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Spanish Mountain Gold Ltd.

MD&A for the period ended September 30, 2022

Reserve	Mill Feed	Mill Feed Gold	Contained Gold	Mill Feed Silver	Contained
Class	(Mt)	Grade	(Moz)	Grade	Silver
		(g/t)		(g/t)	(Moz)
Proven	40.8	0.79	1.03	0.67	0.88
Probable	55.1	0.74	1.31	0.74	1.30
Total	95.9	0.76	2.34	0.71	2.18

1. The Mineral Reserve estimates were prepared by Marc Schulte, P.Eng. (who is also the independent Qualified Person for these Mineral Reserve estimates), reported using the 2014 CIM Definition Standards, and have an effective date of September 30, 2021.
2. Mineral Reserves are based on the PFS Life of Mine Plan.
3. Mineral Reserves are mined tonnes and grade, the reference point is the mill feed at the primary crusher and includes consideration for operational modifying factors
4. Mineral Reserves are reported at a cut-off grade of 0.3 g/t Au.
5. Cut-offgrade assumes US$1,500/oz. Au and US$20/oz Ag at a currency exchange rate of 0.76 US$ per C$; 99.8% payable gold; 95.0% payable silver; $5.00/oz Au offsite costs (refining, transport and insurance); a 1.5% NSR royalty; and uses a 91% metallurgical recovery for gold and 25% recovery for silver.
6. The cut-off grade equates to incremental operating costs of $17/t, which covers process, G&A and site, stockpile reclaim, and sustaining and closure capital costs.
7. Mined tonnes and grade are based on a selective mining unit (SMU) of 15mx15mx5m, including additional estimates for mining loss (3%) and dilution between ore and waste zones (6.6%, 0.24 g/t Au, 0.6 g/t Ag).
8. Factors that may affect the Mineral Reserve estimates include metal prices, changes in interpretations of mineralization geometry and continuity of mineralization zones, geotechnical and hydrogeological assumptions, ability of the mining operation to meet the annual production rate, process plant and mining recoveries, the ability to meet and maintain permitting and environmental licence conditions, and the ability to maintain the social licence to operate.
9. Numbers have been rounded as required by reporting guidelines.

There are no other known factors or issues that materially affect the Mineral Reserve estimate other than normal risks faced by mining projects in the province in terms of environmental, permitting, taxation, socio-economic, marketing, and political factors and additional risk factors as listed in the accompanying cautionary note regarding forward-looking statements below.

(b) Operations

The proposed mine is expected to be owner-operated using a conventional open-pit mining method to produce a total of 96 million tonnes (Mt) of ore with an average diluted gold grade of 0.88 grams per tonne (g/t) for the first six years and 0.76 g/t LOM. Stockpiling of some material is utilized to maximize mill feed grade early in the project life. This material is reclaimed for processing over the course of the operation.

The milling process involves a primary crushing circuit followed by a SAG mill and ball mill to produce a relatively coarse grind of 180 microns which is concentrated by gravity concentration and flotation to produce concentrates for fine grinding and CIL cyanidation at an overall LOM average gold recovery of 90% and silver recovery of 40%. Doré will be produced on-site as an end product.

Tailings from the processing plant are stored in a tailings storage facility that has been designed to minimize water held within the tailings facility. All of the site water is managed through a separate water management pond that includes a water treatment plant for any water to be discharged during the LOM.

• Selected operational and cost metrics:

		Yrs 1-6	LOM
	Unit	Avg.	Avg.
Gold Grade	g/t	0.88	0.76
Annual Gold Production	Koz	183	150	(peak production 211Koz)
Annual Silver Production	Koz	68	63
Cash Cost /oz	US$	$602	$696
All-in-sustainable Cost/oz	US$	$707	$801
Total Cost/ oz	US$	$974	$1,068

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