Manitou Gold Inc.

Interim Management's Discussion & Analysis - Quarterly Highlights

For the Three and Six Months Ended June 30, 2022

Dated: August 25, 2022

Introduction

The following interim Management's Discussion & Analysis ("Interim MD&A") of Manitou Gold Inc. ("Manitou" or the "Company") for the three and six months ended June 30, 2022 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management's discussion & analysis, being the Management's Discussion & Analysis ("Annual MD&A") for the fiscal year ended December 31, 2021. This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A.

This Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the Annual MD&A, audited annual consolidated financial statements of the Company for the years ended December 31, 2021 and December 31, 2020, together with the notes thereto, and unaudited condensed consolidated interim financial statements of the Company for the three and six months ended June 30, 2022, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's unaudited condensed consolidated interim financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of August 25, 2022, unless otherwise indicated.

For the purposes of preparing this Interim MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Manitou common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations can be obtained from the offices of the Company, its website at www.manitougold.comor from www.sedar.com.

Technical Disclosure

The technical disclosure in this Interim MD&A has been prepared under the supervision of Mr. Richard Murphy, P.Geo. and a "qualified person" within the meaning of National Instrument 43-

101. Mr. Richard Murphy is the Chief Executive Officer ("CEO"), President, and a Director of the Company.

Description of Business

The principal business of the Company is the acquisition, exploration and development of mineral property interests located in the Goudreau-Lochalsh area of Northern Ontario and in the Gold Rock District of Northwestern Ontario. To date, the Company has not earned any revenue from operations.

Manitou Gold Inc.

Interim Management's Discussion & Analysis - Quarterly Highlights

For the Three and Six Months Ended June 30, 2022

Dated: August 25, 2022

The principal mineral assets of the Company at the date of this Interim MD&A consist of a 100% interest in the Goudreau area properties, located northeast of Wawa, Ontario (the "Goudreau Project"), subject to certain royalties and other encumbrances.

The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and trades on the TSX Venture Exchange under the symbol "MTU".

Operational Highlights

On March 4, 2022, the Company entered into a binding agreement (the "Agreement") to sell a 100% interest in its Kenwest, Gaffney, Canamerica, and Sherridon Properties (collectively, the "Dryden Property") to Dryden Gold Corp. ("Dryden Gold"). Under the terms of the Agreement, the

consideration includes:

  • Cash payment of $1,000,000 on the effective date and the issuance of 4,000,000 Dryden Gold shares (the "Initial Payment") (received);
  • $2,000,000 payable as 50% cash and 50% in Dryden Gold shares on the first anniversary of the effective date;
  • $2,000,000 payable as 50% cash and 50% in Dryden Gold shares on the second anniversary of the effective date; and
  • $2,000,000 payable as 50% cash and 50% in Dryden Gold shares on the third anniversary of the effective date.

Except the Initial Payment, all share issuances are contingent on Dryden Gold completing an initial public offering ("IPO") and shall be priced at the volume weighted average price of the shares on the principal stock exchange upon which they trade for the 20 trading days immediately preceding the respective option payment dates. If an IPO has not been completed by the respective option payment date, such option payment shall be payable entirely in cash.

Dryden Gold must also complete minimum exploration work on the Dryden Property totaling $1,400,000 over a 3 year period, of which Dryden Gold has made a firm commitment to complete $600,000 prior to the first anniversary of the effective date.

Upon payment in full of all cash payments, issuances of all shares, and completion of all work commitments, Dryden Gold will vest a 100% interest in the Dryden Property, subject to a 1% NSR to be retained by the Company (one half of which may be purchased, aside from the Kenwest Property, for a cash payment of $1,000,000).

The Agreement was completed on April 22, 2022.

Mineral Exploration Property

The Company's exploration activities are at an early stage, and it has not yet been determined whether its properties contain an economic mineral reserve. There are no known deposits of minerals on any of the Company's mineral exploration properties and any activities of the Company thereon will constitute exploratory searches for minerals. See "Risk Factors" below.

Manitou Gold Inc.

Interim Management's Discussion & Analysis - Quarterly Highlights

For the Three and Six Months Ended June 30, 2022

Dated: August 25, 2022

Goudreau Project

The Goudreau Project is located approximately 50 kilometres northeast of the town of Wawa, Ontario and covers a significant, highly prospective land package totaling approximately 366 square kilometres in the northeastern portion of the Michipicoten greenstone belt. The majority of the property was acquired through a combination of eight purchase and option agreements between 2017 and 2020. All option agreements have been fully exercised resulting in 100% ownership of the tenure related to such option agreements. In addition to the eight purchase and option agreements, the Company also acquired several mineral claims by staking, which are 100% owned by the Company.

The Goudreau Project is traversed by several deformation corridors, which host the majority of the important gold deposits and mineral occurrences in the region. The Cradle-Lake and Goudreau- Localsh deformation zones pass through the eastern project area and extend for 15 kilometers and 6 kilometres, respectively on Manitou's property. Two subparallel regional deformation corridors, the Baltimore and Easy Lake deformation zones extend through the eastern project area, with strike lengths of 18 kilometres and 26 kilometres, respectively on Manitou owned lands.

During 2021, the Company completed a comprehensive exploration program consisting of ground geophysics, geochemistry and geological surveys designed to generate priority drill targets along the Baltimore and the subparallel Easy Lake deformation zones. The former of which represents the eastern fault-offset extension of the Goudreau-Localsh deformation zone which hosts Alamos Gold's Island Gold mine and Argonaut Gold's Magino deposit.

Work completed during 2021 consisted of approximately 350 line-kilometres of induced polarization ('IP') surveying, approximately 23,000 soil samples and 1,900 line-kilometres of ground magnetic surveying and 59 diamond drill holes totaling 15,446 metres of diamond drilling. Ground magnetic surveying over portions of the Easy Lake deformation zone hosting the recently discovered Bald Eagle gold zone is largely completed and the resultant data is currently being analysed and investigated on the ground in order to help define new targets for drill testing.

Technical work during 2021 delineated a nearly two kilometre long orogenic gold system at the Stover zone, located along the southeastern segment of the Baltimore deformation zone with highlight intersections in hole MTU-21-10 grading 1.8 g/t over 9.9 m, including 4 g/t Au over 4.0 m within a wider interval of 49.0 m of 0.7 g/t Au. Reconnaissance drilling at the Bald Eagle gold zone located along the eastern margin of the Easy Lake deformation zone yielded significant intersections in the stratigraphic footwall of a zinc-rich sulfide lens referred to as the Zinc zone. The most significant intersections are from holes MTU-21-39 which returned 22.8 m at 0.9 g/t Au, including 9 meters at 1.4 g/t Au; MTU-21-56 which intersected the same zone approximately 50 m down-plunge of hole MTU-21-39 and returned 90.5 m at 0.3 g/t Au, including 3.0 g/t over 0.9 m; and hole MTU-21-59, which tested the zone encountered above 250 m down-plunge of MTU-21- 39 and intersected three broad zones of gold mineralization, between 299 m and 419 m down hole, with the best intersection returning 3.4 g/t Au over 2.5 m within a wider interval of 27.9 m at 0.6 g/t Au.

Manitou Gold Inc.

Interim Management's Discussion & Analysis - Quarterly Highlights

For the Three and Six Months Ended June 30, 2022

Dated: August 25, 2022

Potential quantity and grade is conceptual in nature. There has been insufficient exploration to define a Mineral Resource on the Goudreau Project to date and it is uncertain if future exploration will result in such project being delineated as a Mineral Resource.

In Q1 2022 the Company began to systematically test priority targets defined along a 10 kilometre strike length of the western portion of the 18 kilometre long Baltimore deformation zone. The winter drilling program is completed with 4,100 meters having been drilled in 16 holes. Pervasive deformation and alteration consistent with an orogenic gold setting were encountered throughout the winter drilling program. Hole MTU-22-01, which tested a lake bottom sediment anomaly and a coincident conductive trend, encountered three separate intervals of anomalous gold mineralization that returned 6 m grading 0.2 g/t Au, 10.3 m grading 0.2 g/t Au and 3 m grading 0.3 g/t Au, respectively.

Of particular importance in the winter drilling program, hole MTU-22-14 which was started in an altered ultramafic intrusive body intersected 0.25% Ni over 48 m in strongly serpentinized ultramafic rocks. Nickel mineralization started at the bedrock surface. Nickel grade and the geological setting are analogous to the Dumont (Quebec) and Crawford (Ontario) nickel deposits. The Company has identified numerous additional altered ultramafic intrusions in the northeastern portion of the Goudreau project which have never been drill tested. Individual bodies measure up to 1.5 kilometres long and 200 metres wide.

An additional five gold target areas within the western 10 km of the Baltimore deformation zone are well defined and remain untested by drilling. These target areas are priority drill targets, as is the area of the Bald Eagle gold zone and its strike extents.

Current and Future Plans Related to the Goudreau Project

The following table summarizes the Company's current plans at the Goudreau Project, the total estimated costs, and total expenditures incurred to date.

Summary of

(B)

Completed Activities

(A)

Planned

(Six Months Ended

Spent (1)

Expenditures

June 30, 2022)

(rounded)

Plans for the Project

(rounded)

Drilling of 16 holes confirmed

$1,640,000

Drilling of high priority

$10,000,000

orogenic gold setting,

gold, nickel targets

intersected nickel discovery in

Hole MTU-22-14

Total

$11,640,000

  1. Total cumulative exploration activities incurred on the Goudreau Project to June 30, 2022 amounted to $13,893,226 (December 31, 2021 - $12,251,657).

Manitou Gold Inc.

Interim Management's Discussion & Analysis - Quarterly Highlights

For the Three and Six Months Ended June 30, 2022

Dated: August 25, 2022

Qualifying Expenditures Relating to Flow-Through Shares

In connection with the flow-through share financings completed in 2021, the Company had committed to incur qualifying Canadian Exploration Expenditures (as such term is defined in the Income Tax Act (Canada)) totaling $6,129,500 by December 31, 2022. The Company has indemnified the subscribers of these financings as well as any past flow-through share subscribers for any tax and other costs payable by them in the event that the Company does not incur the required flow through expenditures.

As at June 30, 2022, the Company has incurred all qualifying exploration expenditures.

Overall Objective

The Company is a junior mineral exploration company with an experienced management team engaged in the acquisition, exploration and development of properties for the mining of precious metals. Manitou is in the process of exploring its mineral properties and has not yet determined whether these properties contain any economically recoverable mineral reserves. The success of the Company is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete exploration and development of its properties, the selling prices of minerals at the time, if ever, that the Company commences production from its properties, government policies and regulations and future profitable production, or proceeds from the disposition of such properties.

The Company may acquire additional mineral resource properties or companies holding such properties. The Company notes that mineral exploration in general is uncertain and the probability of finding economically recoverable mineral reserves on any one of its early stage prospects is low. However, the Company believes it is able to reduce overall exploration risk by acquiring additional mineral properties, thereby increasing its probability of finding economically recoverable mineral reserves. In conducting its search for additional mineral properties, the Company may consider acquiring properties that it considers prospective based on criteria such as the exploration history of the properties, their location, or a combination of these and other factors. Risk factors to be considered in connection with the Company's search for and acquisition of additional mineral properties include the significant expenses required to locate and establish economically recoverable mineral reserves, the potential that expenditures made by the Company may not result in discoveries of economically recoverable mineral reserves, environmental risks, risks associated with land title, the competition faced by the Company and the potential lack of adequate funding for any such acquisitions. See "Risk Factors" below.

Trends

Management regularly monitors economic conditions and estimates their impact on the Company's operations and incorporates these estimates in both short-term operating and longer-term strategic decisions. Apart from these and the risk factors noted under the heading "Risk Factors", management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company's business, financial condition or results of operations.

Environmental Liabilities

The Company is not aware of any environmental liabilities or obligations associated with its mineral property interests. The Company is conducting its operations in a manner that is consistent with governing environmental legislation.

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Manitou Gold Inc. published this content on 25 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 August 2022 18:18:37 UTC.