Ophir Gold : Interim Management Discussion and Analysis Q222

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2021

(Expressed in Canadian Dollars)

Ophir Gold Corp

Management Discussion & Analysis

For the Six Months Ended November 30, 2021

Table of Contents
Introduction: .................................................................................................................................................................	3
Overview: ......................................................................................................................................................................	3
Business Strategy: .........................................................................................................................................................	3
FiscalYear-to-date2022 Highlights: .............................................................................................................................	4
Outlook and Overall Performance: ..............................................................................................................................	4
COVID-19: ......................................................................................................................................................................	4
Change in Management:...............................................................................................................................................	4
Exploration and Evaluation Assets: ..............................................................................................................................	4
Selected Information: ...................................................................................................................................................	9
Summary of Quarterly Information: ............................................................................................................................	9
Exploration Properties:...............................................................................................................................................	11
Liquidity and Capital Resources:.................................................................................................................................	11
Outstanding Share Data:.............................................................................................................................................	12
Financial Instruments: ................................................................................................................................................	12
Related Party Transactions:........................................................................................................................................	12
Critical Accounting Estimates: ....................................................................................................................................	14
New Accounting Pronouncements:............................................................................................................................	14
Off Balance-SheetArrangements:..............................................................................................................................	14
Risks and Uncertainties: .............................................................................................................................................	14
Caution Regarding Forward-LookingInformation: ....................................................................................................	16

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Ophir Gold Corp

Management Discussion & Analysis

For the Six Months Ended November 30, 2021

Introduction:

This Management Discussion and Analysis of the financial condition and results of operations ("MD&A") of Ophir Gold Corp. (the "Company" or "Ophir") has been prepared based upon information available to the Company as at January 31, 2022 and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the six months ended November 30, 2021 and related notes thereto (the "current statements"). All financial data in this MD&A is reported in Canadian dollars and has been prepared in accordance with International Financial Reporting Standards ("IFRS").

Darren Smith, M.Sc., P.Geo., Director and Vice-President of Exploration for the Company, is the Qualified Person, as defined by National Instrument 43-101, who has reviewed and approved the technical information disclosed in this MD&A.

Overview:

Ophir Gold Corp. is a corporation under the laws of British Columbia whose common shares are listed on the TSX Venture Exchange ("TSXV") under the trading symbol "OPHR". It is a "reporting" issuer in the provinces of British Columbia and Alberta. Ophir is a mineral exploration company that is actively engaged in exploring for precious and base metals in the United States.

Ophir has an option to earn a 100% interest in the past producing Breccia Gold Property (nee: Gahsmith Mine), located in Lemhi County, Idaho. The Property was exploited by at least eight adits during the 1930s and early 1940s, with several thousand tons of mineralized material extracted, targeting high-grade gold mineralization within quartz veins, hosted by a wide zone of brecciation. Revisited in the 1980's, exploration work included mapping and sampling, completion of at least two drill holes and the collection of a 4,621-ton bulk sample which reportedly returned an average of 0.335 oz/t Au. The property has since been re-assembled by the Company, and now covers both the Meadows Fault Zone and the lesser explored, parallel Musgrove Mine Trend. Recent exploration carried out in 2019 and 2020 has included the re-mapping and sampling of the Meadows Fault Zone and the results are suggestive of a significant low-sulfidation, epithermal gold system and/or potentially related to an explosive diatreme breccia complex.

Business Strategy:

The Company intends to continue focusing its corporate strategy on the mineral exploration of the Breccia Gold Property. This is anticipated to include additional diamond drilling, mapping and potentially further ground geophysics. Following the Company's inaugural 2021 drill program at the Breccia Gold Property, as well as the Controlled Source Audio-frequency Magnetotelluric Survey ("CSAMT") geophysical survey, the results are being compiled, modelled, and interpreted, and a follow-up phase of work focused on drilling is planned for 2022. The scope of this follow-up work remains to be determined although is anticipated to be several million dollars in scale, financing dependent.

The 2022 milestones in exploration of the Breccia Gold Property are anticipated to include:

• Initiate a financing early 2022 to fund 2022 exploration activities.
• Compile the 2021 drill data, CSAMT data, and surface sampling/mapping results into a comprehensive geological model and use as the basic for planning the next phase of drill holes.
• Receive 5-year Plan of Operations permit, forecast to be finalized by USFS H1 2022.
• Complete an aggressive follow-up drill campaign at the Breccia Gold Zone focused on testing the mineralized zone at depth where the highest potential for high-grade over appreciable width is interpreted.

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Ophir Gold Corp

Management Discussion & Analysis

For the Six Months Ended November 30, 2021

• Complete initial drill hole testing over high-priority areas north and south of the Breccia Gold Zone.
• Additional surface sampling/mapping program over the northern areas of the Breccia Gold Property, where the mineralized zone is interpreted to trend, supported by surface geochem.

Fiscal Year-to-date 2022 Highlights:

• See Diamond Drilling Program section below for updates on the Breccia Gold Property.
• On June 2, 2021, the Company granted 845,000 options to purchase common shares in the capital of the Company to certain directors, officers and consultants, exercisable at a price of $0.21 per share for a period of five years from the date of grant.

Outlook and Overall Performance:

The Company has no revenues, so its ability to ensure continuing operations is dependent on it completing the acquisition of its mineral property interests, and its ability to obtain necessary financing to complete the exploration activities, development and future profitable production.

COVID-19:

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn.

The Company could be adversely impacted by the effects of the coronavirus. The extent to which the coronavirus impacts the Company, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. The continued spread of the coronavirus globally could materially and adversely impact the Company's operations, and the operations of its suppliers, contractors and service providers and the ability to obtain financing. To date, the Company has not had any adverse effects from the coronavirus.

Change in Management:

On June 23, 2021, the Company accepted the resignation of Jessica Whitton as Corporate Secretary of the Company. The Board of Directors appointed Mr. Chris Irwin as Corporate Secretary.

Exploration and Evaluation Assets:

BRECCIA PROPERTY, IDAHO

The Company's Breccia property consists of 102 mining claims covering approximately 1,836 acres (743 hectares) of contiguous land parcels. The project is comprised of three (3) claim groups, one staked by the Company and the two subject to separate Option Agreements; the Lightning Tree Property Agreement with Canagold Resource Ltd. (formerly Canarc Resource Corp.) ("Canagold"), and the Breccia Property Agreement with DG Resource Management ("DGRM"). The claims subject to these two agreements, in addition to the claims staked by the Company, collectively comprise the Company's Breccia Property.

On September 15, 2020 (the "BG Acquisition Date"), the Company entered into agreements for the acquisition of the Breccia Gold property (the "Breccia Gold Property") and the contiguous Lightning Tree property (the "Lightning

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Ophir Gold Corp

Management Discussion & Analysis

For the Six Months Ended November 30, 2021

Tree Property" and together with the Breccia Gold Property, the "BG Properties"), both of which are located in Lemhi County, Idaho, USA (the "BG Transaction").

The BG Transaction is being carried out in accordance with the terms of an arm's-length definitive mineral property acquisition agreement (the "BG Purchase Agreement") dated September 10, 2020, between the Company, DGRM and Canagold (together with DGRM, the "BG Vendors").

Pursuant to the BG Purchase Agreement, as consideration for acquiring a 100% interest and title in and to the BG Properties, the Company will make the following payments:

• Payment to be made in common shares of the Company

1. Issue an aggregate of 1,250,000 common shares of the Company to each of the BG Vendors within 5 days of the BG Acquisition Date (total 2,500,000 common shares were issued with fair value of $362,500 during the year ended May 31, 2021).

• 1. Issue an aggregate of 1,250,000 common shares of the Company to each of the BG Vendors on or before September 15, 2021 (total 2,500,000 common shares were issued with fair value of $400,000 during the six months ended November 30, 2021).
• Payment to be made in common share purchase warrants of the Company
• 1. Issue an aggregate of 1,250,000 common share purchase warrants of the Company to each of the BG Vendors within 5 days of the BG Acquisition Date (total 2,500,000 share purchase warrants were issued with fair value of $284,475 during the year ended May 31, 2021).

• 1. Issue an aggregate of 1,250,000 common share purchase warrants of the Company to each of the BG Vendors on or before September 15, 2021. The exercise price of the common share purchase warrants will be determined at a 20-dayvolume-weighted average price ("VWAP") calculated on September 15, 2021 (total 2,500,000 share purchase warrants were issued with fair value of $303,682 during the six months ended November 30, 2021).
• Cash Payment
  A total of $137,500 payable to each of the BG Vendors as follows:
• 1. On September 15, 2020: $12,500 (a total cash payment of $25,000 was paid)

1. On September 15, 2021: $25,000 (a total cash payment of $50,000 was paid)

o	On September 15, 2022:	$50,000
o	On September 15, 2023:	$50,000

• Net Smelter Royalty ("NSR")

1. Grant DGRM a 2.5% NSR in respect of the Breccia Gold Property, subject to the right and option of the Company to purchase 1% of the Breccia NSR for a price equal to $1,000,000.

1. Grant Canagold a 2.5% NSR in respect of the Lightning Tree Property, subject to the right and option of the Company to purchase 1% of the Lightning Tree NSR for a price equal to $1,000,000.

In addition, pursuant to the BG Purchase Agreement, commencing on the date the Company receives an exploration drill permit (the "BG Permit Date") in respect of the BG Properties, the Company is required to incur aggregate exploration expenditures of at least $4,000,000 (the "BG Exploration Expenditures") in connection with the BG Properties (being the aggregate of incurring at least $2,000,000 with respect to each of the Lightning Tree Property and the Breccia Gold Property, respectively), provided that not less than $4,000,000 of such BG Exploration

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