Providence Gold Mines : Management Discussion & Analysis for the Period Ending September 30, 2021

Management Discussion & Analysis
For the nine months ended September 30, 2021	Page 1

This Management Discussion & Analysis ("MD&A") of Providence Gold Mines Inc. ("Providence", or the "Company") provides analysis of the Company's financial results for the nine months ended September 30, 2021 and should be read in conjunction with the Company's condensed consolidated interim financial statements for the nine months ended September 30, 2021 and with the Company's audited consolidated financial statements for the year ended December 31, 2020, which are available on SEDAR at www.sedar.com.

The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") All amounts are expressed in Canadian dollars, unless otherwise stated.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including financial statements and MD&A, is complete and reliable. The Company's Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The Board of Directors' Audit Committee meets with management quarterly to review the financial statements and the MD&A and to discuss other financial, operating, and internal control matters. The reader is encouraged to review the Company's statutory filings on www.sedar.com

This MD&A is prepared as of November 12, 2021.

This MD&A includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, that address exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

Overall Performance

Description of Business

The Company was incorporated on February 16, 2010 under the Business Corporations Act of British Columbia. It commenced operations on April 18, 2011. The Company is in the process of exploring and evaluating its mineral property located in California, United States. The Company's principal business activity is mineral exploration. It is a public company which trades on the TSX Venture Exchange ("TSX-V") under the trading symbol "PHD" as a Tier 2 issuer and trades on the OTCQB market under the trading symbol "PRRVF". The address of the Company's corporate office and principal place of business is 501 - 595 Howe Street, Vancouver, British Columbia, Canada.

2021 Highlights

• In January 2021, the Company appointed Kevin Nishi as a director. Kevin is a chartered professional accountant and holds a bachelor of business administration degree from Simon Fraser University. He has held several director positions with exploration-stage mining companies. Mr. Nishi is a partner with Smythe LLP working with several public companies listed on the TSX and TSX Venture exchanges in Canada and in the United States.
• In February 2021, the Company granted 475,000 stock options to directors, officers and consultants of the Company exercisable at $0.12 for a period of three years.
• In August 2021, the Company engaged the services of Red Cloud Securities Inc. for Market Stabilization and Liquidity Services ("Market Maker") for its common shares listed on the TSX Venture Exchange. Under the terms of the Agreement the Company will pay the Market Maker a monthly fee of $5,000 for market making services which will continue until either party has terminated the agreement with thirty (30) days' notice.

Management Discussion & Analysis
For the nine months ended September 30, 2021	Page 2

• In September 2021, the Company closed a non-brokered private placement for 3,864,571 common shares at $0.07 per share for gross proceeds of $270,520. Finder's fees paid in connection with the financing were comprised of cash of $4,200 and 60,000 finder's warrants entitling the holder to purchase one common share of the Company for a period of one year at a price of $0.15 per common share. Share issue costs include $984 calculated as the fair value of the finder's warrants.
• In October 2021, the Company granted 100,000 stock options to a consultant exercisable at $0.12 for a period of three years.

Results of Operations

Property Activity

Tuolumne Property

On March 28, 2017 the Company entered into an agreement (the "Agreement") with Richard Ellers Family Trust, (the "Assignors") whereby the Company can acquire by way of assignment all of the contractual interests held by the Assignors in various patented and located mineral claims in Tuolumne County, California (the "Property") with a history of gold mineralization in Western California, USA (the "Transaction").

The Property includes six parcels which have been fully patented and are owned in fee simple, and thirteen 20-acre mining claims on Bureau of Land Management and US Forest Service property (260 acres), which include several historic mines and a mill site. The Assignors have also staked a further 9 claims contiguous to the existing claims for a total of 6 patented and 22 located mining claims.

As consideration for the assignment, the Company will assume all obligations of the Assignors to the Property owner, enter into a Lease/Purchase Agreement with the Property owner, and has agreed to pay the following to the Assignors:

1. Following regulatory approval, the Company will make a cash payment US$25,000 (paid) and issue 1,500,000 common shares (issued);
2. After completing the recommended first year work program of at least $250,000 (incurred), the Company will issue an additional 1,500,000 common shares (issued);
3. After completing the recommended second year work program of at least $750,000 (incurred), the Company will issue an additional 1,500,000 common shares (issued); and
4. 1. In the event the Company elects to acquire the Property for US$5,000,000 the Company will issue an additional 1,500,000 common shares.

The Company has negotiated the general terms and provisions whereby it can earn a 50% joint venture interest in the Property, or alternatively buy a 100% interest in the Property. To earn a 50% interest in the Property, the Company is required to pay the Property owners US$150,000, incur $2,000,000 of expenditures on the Property over the course of three years, and issue 4,500,000 shares of the Company as follows:

1. payment of US$25,000 following regulatory approval (paid);
2. payment of US$25,000 (paid) and incurring $250,000 (incurred) of expenditures by March 28, 2018;
3. payment of US$100,000 (US$53,500 paid - amended below) and incurring an additional $750,000 (incurred) of expenditures by March 28, 2019; and
4. incurring an additional $1,000,000 of expenditures by March 28, 2020 (amended below).

Management Discussion & Analysis
For the nine months ended September 30, 2021	Page 3

During the year ended December 31, 2019, the Company received letters of extension regarding its year 2 property commitments as follows: (i) exploration expenditures of $750,000 (incurred) required to be incurred on or before March 28, 2019 are now required to have been incurred by October 31, 2019; (ii) share issuances of 1,500,000 common shares (issued) after completing the recommended second year work program of at least $750,000 are required to be issued on or before October 31, 2019; (iii) the required payment of US$100,000 to the Property owners has been amended such that US$50,000 (paid US$53,500) was paid upon the execution of the extension agreement and the remaining US$50,000 is due on or before October 15, 2019 (amended below); and (iv) the issuance of 465,620 finder's fee shares (issued) to be issued after the Company meets its commitments in year 2 on or before May 31, 2019.

In May 2020, the Company entered into a second amended agreement whereby the Company issued 1,000,000 common shares for all past due lease payments and will issue a further 200,000 common shares upon the commencement of the Company's planned 3,900m drill program on the property. The Company will also be committed to incur $500,000 each year for 5 years beginning in 2021. If the Company does not incur the committed expenditures in any such one-year period, the Company can pay US$25,000 in lieu of the committed expenditures.

Having earned a 50% interest, a joint venture would be formed with the property owner. Alternatively, a 100% interest in the Property can be acquired for US$5,000,000, at any time, of which one-half can be paid in shares of the Company.

The Property owner will retain a 2.5% net smelter returns royalty ("NSR"), of which 1.5% NSR can be acquired for US$1,000,000 at any time up to 90 days following commencement of commercial production on the Property.

Mackie Research Capital Corp. was entitled to a finder's fee of 5% of the value of the Transaction for years 1 and 2, in the form of the Company's Shares. An aggregate of 695,620 shares were issued in payment of the finder's fee.

On October 24, 2019, the Company announced that it has entered into a net profit interest agreement in respect of stockpile reprocessing. Under the agreement with the Ellers Family Trust, the Company has agreed to pay a net profit interest (NPI) of 10% for such processing/reprocessing of stockpiles. The evaluation costs associated with analyzing the potential of such stockpiles shall be allocated towards the required exploration expenditures under the property lease agreement.

A report on the Property was prepared for the Company by John Kowalchuk BSc., P. Geo, who is a qualified person for the purpose of NI 43-101. The report is available for review under the Company's profile on the SEDAR database at www.sedar.com.

Property Description and Location

The Providence Mines Property is located in the Summerville Mining District, Tuolumne County, California, upon the eastern belt of the "Mother Lode" District. A number of high-grade, well known Motherlode gold mines of California are found within this belt, including the Black Oak Mine, the Soulsby Mine, the Dead Horse Mine, the New Albany Mine, the Star King Mine and others from which gold has been mined over the years. The Providence gold mines are located via good all-weather roads, three miles from the town of Tuolumne, and about 20 miles east of Sonora, California. The Property being optioned by the Company consists of the Providence Mines, the Consuelo Quartz Mine, the Goodenough Quartz Mine, the Bonita Quartz Mine and Mill Site, as well as several patented claims.

History

Historical documentation shows that these mines were for many years profitably worked and were regarded as one of the best mining camps on the eastern belt of the "Mother Lode" occurrences. The Providence Gold Mines properties are near the town of Tuolumne, California. Access is by a combination of paved and gravel roads. The two main areas known as the Providence and Consuelo, are on the patented lands under option to the Company. According to a 1931 newspaper clipping, production from the Providence Mine between 1901-1912 yielded ore averaging $18 per ton (gold at $20/ounce) to a total of $3,000,000. It is historically reported that owing to differences between the former owners and their then manager, the Property was shut down in the midst of active and profitable operations. At that time, 1916, the lower levels of the mines were allowed to fill with water, and the lower four levels never reopened according to available records. Thus, conditions of the mineralized bodies in these lower four levels are potentially in the same condition that they were when the operations ceased, at which time records indicated milling high-grade mineralization from the tenth and eleventh levels. At the same time development work had been completed on the twelfth level into bodies of mineralization. [Caution to reader: These historical results have not been verified by the Company and therefore cannot be relied upon.]

Management Discussion & Analysis
For the nine months ended September 30, 2021	Page 4

Mineralization

The veins of the Providence Mines are in black slates, lying parallel with each other at an angle of about 45 degrees, pitching toward the east. The strike of the vein is from South East to North West. The formation contains porphyry and limestone, the mineralized material is found in many places on these contacts, as often occurs in many mines. The mineralized material is found in lenses at varying distances along the veins. These lenses or shoots of mineralization have been opened up on various levels of the mine and a large amount of mineralized material extracted therefrom, although in many places in the mine these mineralized materials which have been historically reported have been worked in only one direction.

Development

A double compartment shaft was sunk to a depth of 1,470 feet on the dip of the vein. Twelve drifts were run north and south

of the shaft on twelve different levels, the number 12 level being about 1,400 feet from the mouth of the	shaft. From
different levels, crosscuts were run east or west to develop and open up parallel mineralization shoots	found in parallel
veins. Some of these mineralized material and veins have been stoped out. In others there is said to	be potential mineralized
material	still in place. A significant amount of underground work has	been completed, developing and	proving	the
property	to be one of permanent formation and to contain well	defined	mined mineralization	bodies	of	value.	The
Providence Group of Mines has not only been said to be a producer of mineralization in its historical	past, there
remains	potential for similar untapped resources. The Providence	Group of Mines has been historically identified	and
described as having identical similarities to many of the great mines within the "Mother Lode" gold district.

On May 16, 2018, the Company announced the final results of the soil sampling program completed at its Providence Gold Property located in the Eastern Gold Belt of the California Mother Lode Gold District. The results in the now completed phase one program successfully indicated a 2,200-metre-long by up to 900 metre wide area in which the Company's 2017 exploration outlined four past producing, north trending, east dipping, gold bearing veins. The soil sampling program, in conjunction with historical records, served as a basis for the planning and design for the initial drill program.

In late 2018, the Company began preparations for a drill program at its Providence Gold Property. Roadwork to provide access for the drill program began in mid-December. Due to weather stoppages, the access road was not completed until April 2019. However, road construction revealed surface mineralization that has been sampled and submitted for analysis.

Weather delays allowed sufficient time to commission Ray Geo Consulting of Vancouver, B.C. to complete a 3-D model of the historical, mined long section using the previously completed 3-D laser imaging of the access adit, surface geology, geochemistry, and surface and underground sampling. The refinement of the existing geological model, using the new 3-D geological model, provided greater confidence in the selection of drill site locations and targets.

In April 2019, the Company announced completion of the access road and commencement of the near-surface drill program. It was the first drill program ever performed on this past historical high-grade producer. The first phase of a planned two- phase drilling program was designed to intersect the Providence vein system near surface and along strike. Comprising 13 diamond drill holes, phase 1 drilling has extended the zone to the north for a distance of 300 metres (1,000 feet), leaving an additional 1,000 metres (3,280 feet) strike length to the north end of the property where the Bonita adit is located. Overall, the first-phase drill program results are very encouraging, having confirmed the location of the Fairplay vein system at surface and enabling the company to focus on the structural controls of the mineralized shoots.

Additional work was completed to gain road access to several high-priority targets - including the Mexican and McCarthy veins - during its second phase of drilling. The Mexican and McCarthy mines reported historical recoveries of four ounces of gold per ton and five ounces of gold per ton, respectively, and have only been mined to a 100-foot depth (30 metres). Underground drifts from the Providence workings had been planned, but not completed, prior to shut down in 1916. [Caution to reader: These historical results have not been verified by the Company and therefore cannot be relied upon.]

In August 2019, the Company announced that it had completed detailed mapping and trenching of the first of several potential gold stockpiles. Two trenches within the gold stockpile discovered valuable information with regard to strong alteration within this part of the property. Over 100 samples were collected and sent to the Sparks Nevada laboratory, and for thin- section whole rock analysis to the University of British Columbia.

Management Discussion & Analysis
For the nine months ended September 30, 2021	Page 5

The initial results are extremely encouraging, as there is a potentially significant volume of material containing good gold values. Given these recent assay results the Company is now confident that historically mined and milled material has not been reprocessed, and that the stockpile represents a significant potential cash flow opportunity for the project -- especially given the current rising price of gold.

To delineate the area covered by the stockpiles, the Company commissioned and completed an airborne lidar survey along with a high-resolution (0.5 metre) surface image. The previously calculated area of the stockpile was 2,683 square metres. As a result of the newly conducted work, the area is now measured to be 8,200 square metres with a depth on the southeast side of approximately 15 metres and an approximate depth of 25 m on the southwest side. To accurately project the volume of the stockpile material, ground-penetrating radar is being planned.

Drill hole PM19-05 and the surrounding area was excavated at surface to expose the vein which was then systematically chip sampled by continuous channel samples along strike for 7.5 metres. The assay results were very encouraging, as follows:

					From	To	Wgt	Au
	Sample #	Type	(m)	(m)	(Kg)	(g/t)
	2981458		Qtz vein PM19-05	0.00		0.50	3.70		1.115
	2981459		Qtz vein PM19-05	0.50		1.00	2.02		17.40
	2981460		Qtz vein PM19-05	1.00		1.50	5.44		0.484
	2981462		Qtz vein PM19-05	1.50		2.00	2.73		1.129
	2981463		Qtz vein PM19-05	2.00		2.50	4.40		0.612
	2981464		Qtz vein PM19-05	2.50		3.00	3.50		0.322
	2981466		Qtz vein PM19-05	3.00		3.50	5.68		1.332
	2981467		Qtz vein PM19-05	3.50		4.00	3.58		0.811
	2981468		Qtz vein PM19-05	4.00		4.50	3.03		0.467
	2981469		Qtz vein PM19-05	4.50		5.00	4.93		5.061
	2981470		Qtz vein PM19-05	5.00		5.50	4.34		1.818
	2981471		Qtz vein PM19-05	5.50		6.00	7.51		4.557
	2981472		Qtz vein PM19-05	6.00		6.50	5.90		2.183
	2981473		Qtz vein PM19-05		6.50			3.61		0.665
				7.00
	2981474		Qtz vein PM19-05		7.00		7.50	5.43		1.509

Environmental Protection Practices

The Company is subject to laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in a material liability to the Company.

Dr. Lee Groat Ph.D., P.Geo. is the Company's qualified person (as defined under NI 43-101) and has approved the technical information contained in this MD&A.