Gold Mountain Mining : GMTN- MD&A 31 January 2022

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

FOR THE YEAR ENDED JANUARY 31, 2022

GENERAL BUSINESS AND OVERVIEW

Gold Mountain Mining Corp., previously Freeform Capital Partners Inc. (hereinafter "GMTN" or the "Company") was incorporated pursuant to the provisions of the Business Corporations Act of British Columbia on November 5, 2018. The Company's common shares were listed on the TSX Venture Exchange (the "TSXV") under the stock symbol ("FRM.P") and commenced trading on June 19, 2020. On December 23, 2020, the Company changed its name to Gold Mountain Mining Corp. On December 31, 2020, the Company listed on the TSXV as a Tier 2 Mining Issuer and began trading on the TSXV under the stock symbol "GMTN.V". Subsequently, on November 23, 2021, the Company's common shares graduated to the main board of the Toronto Stock Exchange and continued to trade under the symbol "GMTN". On January 22, 2021 the Company began trading on the Frankfurt Stock Exchange under the ticker "5XFA". On April 15, 2021, the Company's common shares also began trading on the OTCQB Venture Market under the stock symbol "GMTNF".

It is fundamental for readers of this document to be aware that effective December 23, 2020, the Company underwent a reverse takeover transaction ("RTO"). The RTO resulted in numerous changes to the Company's business, including changing its name from Freeform Capital Partners Inc. to Gold Mountain Mining Corp. and acquiring all the shares of Bayshore Minerals Incorporated ("Bayshore"), a private company holding a 100% interest in Elk Gold Mining Corp ("Elk Mining"), which is the owner of the Elk Gold Property in British Columbia, Canada and its subsidiary Gold Mountain Resources Corp. ("GMRC"). See "Reverse Takeover" section below.

GMTN is a gold production, development and exploration company currently focused on the exploration and development of the Elk Gold Property. The Company's registered head office address is Suite 1000, 1285 West Pender Street, Vancouver, B.C. V6E 4B1.

All public filings for the Company can be found on the SEDAR websitewww.sedar.com.

DATE AND SUBJECT OF REPORT

The following is Management's Discussion & Analysis ("MD&A") of the Company's financial condition and results of operations for the year ended January 31, 2022 and to the date of this MD&A. This MD&A should be read in conjunction with the audited consolidated financial statements for the years ended January 31, 2022 and January 31, 2021. This report is dated April 28, 2022.

The Company reports its financial results in Canadian dollars and all references to $ in this MD&A refer to the Canadian dollar. All financial information in this MD&A is derived from the Company's consolidated financial statements for the years ended January 31, 2022 and January 31, 2021 prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS").

FORWARD LOOKING STATEMENTS

The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forward-looking statements. These statements concerning possible or assumed future results of operations of the Company are generally, but not always, preceded by, followed by or include the words 'believes,' 'expects,' 'anticipates,' 'estimates,' 'intends,' 'plans,' 'forecasts,' or similar expressions. Forward-looking statements are not a guarantee of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, those identified in the Risks and Uncertainties section in this MD&A and the Annual Information Form. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately. Although management believes such assumptions underlying the forward-looking statements to be reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company may not provide updates or revise any forward-looking statements, except those otherwise required under paragraph 5.8(2) of NI 51-102, whether written or oral that may be made by or on the Company's behalf.

BUSINESS DEVELOPMENT AND OVERALL PERFORMANCE

Strategic financings

On February 23, 2021, the Company closed its brokered private placement by issuing 10,310,000 units at a price of $0.97 per unit for gross proceeds of $10,000,700. Each unit consists of one common share of the Company and one-half of a share purchase warrant. Each full warrant is exercisable for one common share of the Company for a price of $1.25 for a period of three years following the closing of the private placement.

On June 24, 2021, the Company announced that it had completed a bought deal private placement (the "Offering") led by Canaccord Genuity Corp, Eight Capital and Red Cloud Securities Inc. (collectively the "Underwriters"). The Company issued a total of 4,255,190 units (the "HD Units") at a price of $2.10 per HD Unit and 1,326,450 flow-through units (the "FT Units") at a price of $2.31 per FT Unit, for total gross proceeds of $11,999,999. Each FT Unit consists of one common share of the Company and one-half of one common share purchase warrant where each common share entitles the holder to a renunciation, for tax purposes, of qualifying expenditures incurred by the Company in respect of the Elk Gold Property. Each HD Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each HD Unit and FT Unit warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price of $3.15 for a period of two years following the closing date of the Offering.

In connection with the Offering, the Underwriters received an aggregate cash fee of $690,000 and 320,612 non-transferrable broker warrants. Each broker warrant entitles the holder thereof to purchase one common share at an exercise price of $2.10 for a period of two years from closing.

During the year ended January 31, 2021, the Company successfully raised aggregate gross proceeds of $5,796,376 through private placements by issuing a total of 9,703,379 common shares of the Company.

Mine Permit and development

In October 2021, the Company received its M-199 Mining Permit amendment which allows the Company to mine up to 70,000 tonnes of ore per year from the Elk Gold Project. Subsequently in November 2021, the Company mined its first mineralized material from the Elk Gold Project.

Mining

In February 2022, the Company delivered its first ore to New Gold's New Afton Mine. Mined ore is being crushed, sampled, and assayed prior to being delivered to New Afton per the terms of the Ore Purchase Agreement. The Company began ore delivery in the month of February and is in the process of ramping up ore delivery.

Base Shelf Prospectus

On December 9, 2021, the Company filed and obtained a receipt for its final short form base shelf prospectus with securities regulatory authorities in each of the provinces (except Quebec) and territories of Canada (the "Base Shelf"). The Base Shelf allows the Company to qualify the distribution by way of prospectus in Canada of up to $50,000,000 of common shares, warrants, subscription receipts, units or debt securities or any combination thereof, during the 25-month period that the Base Shelf is effective. The specific terms of any offering under the base shelf prospectus will be established in a prospectus supplement, which will be filed with the applicable Canadian securities regulatory authorities in connection with any such offering.

On April 21, 2022, the Company closed a bought deal public offering of 14,800,000 units for $1.25 per unit raising gross proceeds of $18,500,000. Each unit consisted of one common share and one-half share purchase warrant. The Company issued a total of 14,800,000 common shares, 7,400,000 warrants exercisable until April 21, 2024 for $1.75 and 660,000 underwriter warrants exercisable until October 21, 2023 for $1.25.

Reverse Takeover

On December 23, 2020, the Company completed the three-cornered amalgamation (Qualifying Transaction) between the Company, its wholly owned subsidiary, 1262975 B.C. Ltd. ("975 B.C."), and Bayshore, under which 975 B.C. amalgamated with Bayshore and Bayshore became a wholly owned subsidiary of the Company. As a result of this acquisition, the shareholders of Bayshore obtained control of the Company through the acquisition of approximately 75.56% of the common shares of the combined entity and the transaction has been accounted for as a RTO.

Accordingly, for accounting purposes, Bayshore has been treated as the accounting parent company (legal subsidiary) and the Company has been treated as the accounting subsidiary (legal parent) in the consolidated financial statements. As Bayshore was deemed to be the acquirer for accounting purposes, its assets, liabilities and operations since incorporation are included in the consolidated financial statements at their historical carrying value. The Company's results of operations have been included from December 23, 2020, the date of the RTO.

Concurrent with the RTO, the Company completed a subscription receipts financing ("Concurrent Financing") of 5,185,433 units at a price of $0.90, raising gross proceeds of $4,666,890. Each unit consisted of one common share and one-half of a common share purchase warrant. Each full share purchase warrant is exercisable for one common share of the Company for a price of $1.20 for a period of three years following the closing of the Concurrent Financing. Further, brokers' commission of $266,962 in cash and 296,624 warrants with a fair value of $96,714 were paid in relation to the Concurrent Financing. Each brokers' warrant is exercisable for one common share of the Company for a price of $0.90 for a period of two years.

OUTLOOK

The Company intends to continue focusing on its Elk Gold Project located in British Columbia, Canada and further the work program set forth in the Elk Gold Technical Report, including exploration of multiple mineralized zones and continuing to ramp up production to an anticipated steady state of 19,000 ounces of gold per year.

Exploration

The Company plans on conducting the following exploration:

Drilling:

• ● Phase IV, approximately 10,000m will target the Siwash North and Gold Creek zones with a goal of converting inferred resources to the measured and indicated categories and potentially adding new ounces to the inferred category. The Company also anticipates continuing to drill the Elusive Zone to advance the Company's understanding of the deposit.

• ● The Company anticipates beginning a 10,000m Phase V drill program in September 2022. The results of the Phase IV exploration program will dictate the focus of the Phase V drill program.

Geological mapping and prospecting:

• ● The Company will also conduct geological mapping, prospecting, soil geochemical surveys and ground magnetic surveys with a view to better define future drill targets around the property.

Updated Technical Report and Preliminary Economic Assessment

• ● The Company anticipates completing an updated resource estimate and preliminary economic assessment in the third quarter of 2022, which incorporates the results of the Phase III drill program. The Company may elect to conduct a pre-feasibility or feasibility study.

Mine Development and Expansion

Environmental Assessment: The Company anticipates applying to designate the Elk Gold Project as a reviewable project under the Environmental Assessment Act for expanding the production at the Elk Gold Project to 325,000 tonnes per year of ore which will require an Environmental Assessment. The Company anticipates allocating $1,500,000 to the Environmental Assessment process.

Underground Decline Rehab and Development: A majority of the proposed expansion of the Elk Gold Project involves conducting underground mining. In order to do so, the Company must rehabilitate the historic underground decline that is currently flooded and was developed by previous owners and develop new underground infrastructure.

ELK GOLD PROJECT

Property Description and Location

On May 16, 2019, the Company acquired the Elk Gold Project in British Columbia, Canada from Equinox Gold Corp. ("Equinox").

The Elk Gold Project is located in south central British Columbia, Canada, approximately 325km northeast of Vancouver and 55km west of Okanagan Lake, midway between the cities of Merritt and West Kelowna. The map below sets out the location of the Elk Gold Project.

Land Tenure

The Company holds its interest in the Elk Gold Project through its wholly owned subsidiary, Elk Gold Mining Corp. The entire Elk Gold Project consists of 32 contiguous mineral claims covering 22,152 hectares and two mining leases covering 646 hectares. The 150-hectare mining lease expires on September 14, 2022 and the 496 hectare mining lease expires on November 17, 2051. All mineral claims were scheduled to expire on April 30, 2021 but due to COVID-19, expiry dates on claims were extended to December 31, 2022. The claims may be maintained beyond their current expiry date by continuing to conduct work on the property at the rate of $331,321 per year, or by cash payment in lieu at double that rate. The mining lease may be maintained by paying a yearly rental of $3,000 and providing an annual reclamation report that is acceptable to the Ministry of Energy, Mines and Petroleum Resources. Surface rights are currently held by the provincial government of British Columbia. The Company has met the annual spend requirements for 2022 for the mineral claims and intends to maintain the mining leases.

Permitting

The Company holds Mine Permit M-199 ("Mine Permit"), Effluent Discharge Permit #106262 ("Discharge Permit") as well as Exploration Permit M-4-387 ("Exploration Permit"). In October 2021, the Company obtained an amendment to the Mine Permit to allow for production of up to 70,000 tonnes per year, which is valid for the life of mine (currently contemplated for 11 years). The Company received its amendment to the Discharge Permit on February 23, 2022, which allows for construction of a new waste rock storage facility.

Exploration on the Elk Gold Project is regulated via two permits: the Mine Permit for work in the mining permit area and the Exploration Permit for exploration on the surrounding claims.

Reclamation Commitments

The Mine Permit provides for posting a total of $15,866,700 in reclamation security in installments, as shown on the table below:

Date	Installments ($)	Cumulative ($)
Within 60 days of the issuance of the M-199 Permit (December 20, 2021)	4,592,500	4,742,500
October 1, 2022	2,703,400	7,455,900
October 1, 2023	2,040,800	9,486,700
October 1, 2024	1,380,000	10,866,700
October 30, 2024*	5,000,000	15,866,700

*If the construction and commissioning of the active water treatment plant is completed to the satisfaction of the Chief Permitting Officer by October 30, 2024, Gold Mountain is not required to post the additional security in the amount of Five Million ($5,000,000) dollars that would otherwise be due on that date.

On December 20, 2021, the Company as principal and Intact Insurance Company as surety posted a reclamation security bond of $715,893 in favor of the Province of British Columbia for $4,742,500 with a term of one year. The Company provided cash collateral of $715,893. The Company anticipates posting similar reclamation security bonds each time a reclamation security installment becomes due.

Royalties and Encumbrances

Equinox Share Pledge Agreement

On May 16, 2019 Bayshore entered into a share pledge agreement with Equinox whereby Bayshore pledged the Elk Mining shares to Equinox as security for amounts owing under the Equinox promissory note, which was issued in connection with Bayshore's purchase of the Elk Gold Project. If the Company defaults on the payment of the Equinox promissory note, then Equinox may take possession of the Elk Mining shares. The Equinox promissory note is repayable in three annual instalments of $3,000,000 with the first payment having been made on May 17, 2021. The remaining payments are due as follows: $3,000,000 on May 16, 2022 and $3,000,000 on May 16, 2023. The total remaining amount due under the Equinox promissory note may be adjusted such that if the Company pays $5,500,000 prior to May 16, 2022, that will represent full and final payment.

Net Smelter Return ("NSR") Royalties

Production from the Elk Gold Project is subject to a 2% NSR royalty held by Star Royalties Ltd., who purchased the 2% NSR royalty from Almadex Minerals Limited on September 28, 2021 for total consideration of US$10,630,000. A further 1% NSR royalty is payable to Don Agur on production from the Agur Option block which is outside of any of the identified mineralized zones.

Location of Mineralized Zones

The Elk Project is host to eight known mineralized zones. Following the conclusion and findings of the Phase 2 drill program the Siwash North Zone was expanded and connected to the historically viewed satellite Gold Creek Zone, which enabled the Company to merge the geological models and consolidate the deposits. The map below sets out the names and location of those zones within the Elk Gold Project.