Mantaro Precious Metals : Management Discussion and Analysis 2022 Q1

MANTARO PRECIOUS METALS CORP.

Management's Discussion and Analysis

For the three months ended May 31, 2022

Prepared as of July 28, 2022

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three months ended May 31, 2022

The following information, prepared as of July 28, 2022, should be read in conjunction with the unaudited condensed interim consolidated financial statements of Mantaro Precious Metals Corp. (the "Company" or "Mantaro") for the three months ended May 31, 2022, together with the audited consolidated financial statements of the Company for the year ended February 28, 2022 and the accompanying Management's Discussion and Analysis (the "MD&A") for that fiscal year. The referenced unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are expressed in Canadian dollars unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, 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 the Company's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

This MD&A is intended to help the reader understand Mantaro, its operations, financial performance, current and future business environment and opportunities and risks facing the Company. Certain statements in this report incorporate forward looking information.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains "forward-looking statements". Forward-looking statements reflect the Company's current views with respect to future events, are based on information currently available to the Company and are subject to certain risks, uncertainties, and assumptions, including those discussed elsewhere in this MD&A. Forward-looking statements include, but are not limited to, statements with respect to the success of mining exploration work, title disputes or claims, environmental risks, unanticipated reclamation expenses, the estimation of mineral reserves and resources and capital expenditures. In certain cases, forward-looking statements can be identified by the use of words such as "intends", "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "anticipates" or "does not anticipate", or "believes", or various of such words and phrases or state certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements expressed or implied by the forward-looking statements to differ. Such factors include, among others, risks related to actual results of current exploration activities, changes in project parameters as plans are refined over time, the future price of gold and other precious or base metals, possible variations in minerals resources, grade or recovery rates, accidents, labour disputes, title disputes and other risks of the mining industry, fluctuation of currency exchange rates, delays in obtaining, or inability to obtain, required governmental approvals or financing or in the completion of development or construction activities, claims limitations on insurance coverage, as well as other factors discussed under "Risk Factors". Although the Company has attempted to identify material factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained in this MD&A are made as of the date of this MD&A. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not assume the obligations to update forward-looking statements, except as required by applicable law.

For a description of material factors that could cause the Company's actual results to differ materially from the forward-looking statements in this MD&A, please see "Risks and Uncertainties."

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DESCRIPTION OF BUSINESS AND OVERVIEW

Mantaro Precious Metals Corp. is an exploration stage company that holds a diversified portfolio of gold and silver focused mineral properties in Bolivia and Peru. The Company holds an option to acquire up to an 80% interest in the advanced Golden Hill Property ("Golden Hill"), located in the underexplored, orogenic Bolivia Shield, Bolivia. The Company also has a 100% interest in the high-grade Santas Gloria Silver Property as well as a 100% interest in the San Jose, La Purisima, Cerro Luque and Huaranay Properties (the "Silver Properties"). The Silver Properties are all located in Peru. The Company is listed on the TSX Venture Exchange under the symbol "MNTR". The Company's head and registered and records office is located at Suite 704, 595 Howe Street, Vancouver, BC V6C 2T5.

The Company has not commenced commercial operations. At present, the Company has no current operating income. Without additional financing, the Company may not be able to fund its ongoing operations and complete its exploration and development activities. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favourable terms. These uncertainties may cast significant doubt on the Company's ability to continue as a going concern. The Company will need to raise sufficient working capital to maintain operations.

In December 2019, a novel strain of coronavirus, which causes COVID-19, surfaced in Wuhan, China and has reached multiple other regions and countries, including Lima Region, Peru, where the Company's Silver Properties are located. The coronavirus pandemic is evolving, and to date has led to the implementation of various responses, including government-imposed quarantines, travel restrictions and other public health safety measures. The extent to which the coronavirus impacts the Company's ability to carry out exploration of its properties or those of its third-party partners, will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that will emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. The Company may be required to implement strict measures, or may be required to implement strict measures depending on the circumstances moving forward.

Operational Highlights

1. Option to acquire up to an 80% interest in the Golden Hill Property, located in the underexplored, orogenic Bolivian Shield, Bolivia.
2. A sampling and mapping program was conducted at the Golden Hill Property that aimed to extend the known mineralized trend along structure, resulting in the discovery of several significant new quartz mineralized vein structures over two kilometres of strike length.
3. Commencement of a maiden drill program of up to 5,000 metres at the Golden Hill Property in May 2022 with a total of 720 meters completed over 4 holes at the La Escarcha gold deposit as of June 15, 2022.
4. The Peruvian Ministry of Energy and Mines has approved the Ficha Técnica Ambiental (environmental application) ("FTA") for the exploration of the San Jose Silver Property which is one of the final steps before receiving a permit to drill.

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During the three months ended May 31, 2022, the Company incurred the following exploration and evaluation expenditures:

	Santas
	Gloria	San Jose
	Silver	Silver	Golden Hill
	Property	Property	Property	Total
	$	$	$	$
Acquisition costs	-	-	254,646	254,646
Administration	68,450	31,231	24,295	123,976
Assays	-	-	13,481	13,481
Drilling	-	-	79,725	79,725
Field costs	1,869	400	14,074	16,343
Geological	957	957	201,736	203,650
Other	-	-	41,072	41,072
Permitting	13,044	-	-	13,044
Project management	958	1,159	66,087	68,204
	85,278	33,747	695,116	814,141

Golden Hill Property

The Company's holds an option to acquire up to an 80% interest in the advanced Golden Hill Property. It comprises of one mineral concession totaling 4,468 hectares and offers direct access through the historic mining town of San Ramon, Bolivia. The Golden Hill concession is centered on a broadly north-south trending regional structure that hosts the La Escarcha underground mine and Gabby, the Garrapatillia and Brownfields workings and gold-bearing vein occurrences in its western hanging wall. The same structure hosts numerous saprolite gold and hard rock gold deposits to the north and south of the Golden Hill concession over a strike length of at least 25 kilometers - underpinning the significant control the structure exerts on gold mineralization.

A northwest-trending splay of this structure hosts areas of alluvial and saprolitic/hard rock workings within the Golden Hill concession and immediately to the north. At least six strike kilometers of these structures are known within the concession - in addition to the four kilometers between La Escarcha and Brownfield which have been mapped in detail. Known mineralization and surface anomalism is open along strike on all structures. Mineralization between La Escarcha and Brownfields is characterized by a series of broadly parallel, north-south trending, very steeply dipping quartz veins that are between 1 to 5 meters wide. Mineralization is hosted in mafic metavolcanics, at the contact of metavolcanics and metasediments, and within metasediments.

In May 2022,the Company commenced its maiden diamond drill program at Golden Hill. The Company will initially focus on drilling the numerous veins within the high-grade La Escarcha Gold Mine. Veins are up to 5 meters wide and contain significant visible gold. Golden Hill's staff have reported that gold grades increase downwards from surface to the 60 m level which was under limited development. Most gold appears to be free hosted in fractures within quartz and pyrite.

Under the terms of the Golden Hill Property Option Agreement, the Company may acquire up to an 80% interest in the Golden Hill Property by making the following cash payments, share issuances and incurring the following exploration expenditures.

1. The Company will earn an initial 51% interest in the Golden Hill Property by:
2. 1. Paying US $500,000 to the Optionor as follows:
   2. 1. US $25,000 on the effective date, (paid)
      2. US $75,000 six weeks after the effective date, (paid)
      3. US $200,000 six months after the effective date, (paid)
      4. US $200,000 twelve months after the effective date.

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1. Issuing a total of 2,000,000 units of the Company (a "Unit") to the Optionor as follows:
2. 1. 500,000 Units three months after the effective date, (completed)
   2. 500,000 Units six months after the effective date, (completed) and
   3. 1,000,000 Units twelve months after the effective date. Each Unit consists of one common share of the Company and one-half of one share purchase warrant (a "Warrant"), with each Warrant exercisable at the Market Price (as defined by the rules of the TSX Venture Exchange) on the date of issue for a period of two years from the date of issue;
3. Incurring US $250,000 in exploration expenditures on or before the first anniversary of the effective date.

(the "First Option")

1. The Company will earn an additional 19% interest (for a total of 70% interest) in the Golden Hill Property by:
2. 1. Paying US $500,000 to the Optionor on or before the second anniversary of the effective date;
   2. Issuing 1,500,000 Units to the Optionor on or before the second anniversary of the effective date; and
   3. Incurring US $250,000 in exploration expenditures on or before the second anniversary of the effective date.

(the "Second Option")

1. The Company will earn an additional 10% interest (for a total of 80% interest) in the Golden Hill Property by:
2. 1. Paying US $500,000 to the Optionor on or before the third anniversary of the effective date;
   2. Issuing 500,000 units to the Optionor on or before the third anniversary of the effective date; and
   3. Incurring US $1,000,000 in exploration expenditures on or before the third anniversary of the effective date.

(the "Third Option")

In the event that the Company exercises the First Option or Second Option but fails to exercise the Third Option, the Company's interest will be reverted to a 2% Net Smelter Return Royalty, which may be repurchased at a price of US $1,000,000. If the Company acquires an 80% interest in the Golden Hill Property, the Company will grant a 2% Net Smelter Return Royalty to the Optionor, which may be repurchased at a price of US $1,000,000.

The Optionor will also be entitled to a discovery of bonus as follows: (i) US $2 for every ounce of gold or gold equivalent set out in an indicated or measured resource estimate up to a maximum of 250,000 ounces (US $500,000), (ii) an additional US $4 for every ounce of gold or gold equivalent set out in an indicated or measured resource estimate above 250,000 ounces to up 500,000 ounces (an additional payment of up to US $1,000,000), and (iii) an additional US $5 for every ounce of gold or gold equivalent set out in an indicated or measured resource estimate above 500,000 ounces and up to 1,000,000 ounces (an additional payment of up to US $2,500,000).

Santa Gloria Silver Property

The Santas Gloria Silver Property is 100% owned by the Company. It comprises of seven mineral concessions totaling 3,272 hectares and is located 55 kilometers directly east of Lima. Santas Gloria is a silver-base metal vein system otherwise known as Cordilleran silver-base metal type. These deposits have many similarities to intermediate sulphidation vein systems. Such deposits are attractive exploration targets due to their often-high-grade nature and the large vertical extent of precious and base metal endowment.

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