Artemis Gold : MD&A for March 31, 2024

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three months ended March 31, 2024

ARTEMIS GOLD INC.

Dated May 6, 2024

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2024

1. GENERAL
   This management's discussion and analysis ("MD&A") is management's interpretation of the results and financial condition of Artemis Gold Inc. ("Artemis Gold" or the "Company") for the three months ended March 31, 2024, and includes events up to the date of this MD&A. This discussion should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2024 ("Q1 2024") and March 31, 2023 ("Q1 2023") and the related notes thereto ("Interim Financial Statements") and other corporate filings of the Company, including the Company's audited consolidated financial statements for the year ended December 31, 2023 ("Annual Financial Statements") and its most recently filed Annual Information Form ("AIF"), all of which are available under the Company's profile on SEDAR+ at www.sedarplus.ca. Unless otherwise specified, all financial information has been derived from the Company's Interim Financial Statements which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS") applicable to the preparation of interim financial statements including International Accounting Standard 34 - Interim Financial Reporting ("IAS 34"). All dollar figures stated herein are expressed in Canadian dollars, unless otherwise noted. This MD&A contains forward- looking information. Please see the section, "Note Regarding Forward-Looking Information" for a discussion of the risks, uncertainties and assumptions used to develop the Company's forward-looking information.
2. TECHNICAL INFORMATION
   All scientific and technical information herein related to the Blackwater Gold Mine located in central British Columbia ("Blackwater" or the "Blackwater Mine") has been reviewed and approved by Mr. Jeremy Langford, FAusIMM., who is the Company's President and Chief Operating Officer and a qualified person for the purposes of National Instrument 43-101Standards of Disclosure for Mineral Projects ("NI 43-101"). The Company previously issued a technical report entitled "Blackwater Gold Project, NI 43-101 Technical Report on Updated Feasibility Study" with an effective date of September 10, 2021 (the "2021 Feasibility Study"). On February 21, 2024, the Company announced the results of an expansion study to optimize the timing of expansion of Blackwater through the advancing of Phase 2 to year 3 of operations at an increased production capacity of 15 million tonnes per annum ("Mtpa"), and Phase 3 to year 7 of operations at an increased production capacity of 25 Mtpa (the "Expansion Study"). Both the 2021 Feasibility Study and the Expansion Study news release are available on the Company's profile at www.sedarplus.ca.
3. BACKGROUND
   Artemis Gold was incorporated on January 10, 2019 pursuant to the Business Corporations Act (British Columbia) under the name 1193490 B.C. Ltd. Artemis Gold was incorporated as a wholly-owned subsidiary of Atlantic Gold Corporation for the purpose of acquiring gold mineral exploration properties. The Company's common shares are traded on the TSX Venture Exchange ("TSXV") under the symbol "ARTG".
   The Company's primary focus is to advance the development of the Blackwater Mine.
4. HIGHLIGHTS AND KEY BUSINESS DEVELOPMENTS Corporate highlights since the prior quarter:
   The Company continued to focus on the development and construction of the Blackwater Mine through:
5. 1. advancing major works construction activity to approximately 73% complete as at March 31, 2024, within

2

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2024

the guidance for initial capital expenditure of $730 to $750 million and on schedule for first gold pour in H2 2024;

1. completing the second draw on March 25, 2024 of $130 million under the Company's $360 million Project Loan Facility ("PLF"), bringing the total received to date under the PLF to $280 million; and
2. announcing the results of its Expansion Study, which outlines an opportunity to accelerate Phase 2 to year 3 of operations at 15 Mtpa (12 Mtpa per the 2021 Feasibility Study) and Phase 3 to year 7 of operations at 25 Mtpa (20 Mtpa per the 2021 Feasibility Study).

5. DEVELOPMENT OF BLACKWATER Key milestones achieved

During the quarter ended March 31, 2024, the Company completed the following activities to reduce the project execution risk associated with Blackwater:

1. Construction Update
   At March 31, 2024 overall construction was approximately 73% complete, and approximately $523 million of the guided initial capital expenditure of $730 to $750 million had been spent. By the end of Q1 2024, the Company had entered into contractual commitments for $682 million (or 93% of the lower end of the guided initial capital expenditure). The majority of uncommitted expenditures related to owners' cost and earthworks associated with mining pre-strip and construction of the tailings storage facility and other civil structures.
   Mild weather conditions in Q1 2024 provided good, early access to infrastructure areas at the Blackwater Mine. Construction of major site water management facilities, including the water management pond, the central diversion system and the Davidson Creek diversion, have been completed. Work on the tailings storage facility dam has progressed well. Initial material placement has been successfully achieved, including tying into the surrounding topography, providing for optimal productivity moving into summer.
   At the end of March 2024, the Sedgman EPC contract work on the processing plant was approximately 84% complete overall, with engineering, design and procurement essentially complete.
   Process plant construction continued to progress well, particularly within steel erection and conveyor installation. Installation of mechanical equipment within the secondary and tertiary crushing circuits, as well as the screening station, was completed during the quarter. Notable achievements throughout the period included the installation of the ball mill, intensive leach reactor and the regeneration kiln, while installation of the gravity concentrator commenced. All major tanks have been completed, including pre- leach, carbon-in-leach, and elution, and hydrotesting was underway.
   Concrete work was nearing completion with most of the major pours now completed including the primary crusher run-of-mine slab, crusher vault and ore stockpile reclaim tunnel. Erection of the reagents and mill buildings progressed, with cladding works planned to commence in April.
   Electrical and instrumentation activities are scaling up, with the installation of the main electrical room in the crushing circuit area complete.

3

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2024

During Q1 2024 the transmission line right-of-way clearing was completed. Construction contracts were awarded, and contractors mobilized to the region. Laydown areas and camp facilities have been established and civil foundation work and structure erection commenced. All electrical conductors have been delivered to site. Poles and hardware deliveries are in progress and sequenced to support the construction schedule.

The transmission line is being built in two parts, north and south of the Nechako River. The length of the northern section is approximately 50km and the southern section approximately 80km.

Upgrades to the BC Hydro Glenannan substation are progressing to plan. Commissioning planning with BC Hydro is advancing as planned.

Work associated with Blackwater's 25kV power distribution network progressed according to plan with engineering at an "issued-for-construction" level, procurement complete, and most materials on site. Pole foundations were 65% completed and pole erection commenced.

Assembly and commissioning of the owner's mining fleet continued to advance. Two 400-tonne hydraulic backhoe excavators, six 240-tonne rigid frame haul trucks and two large mining front-end loaders are fully assembled. The remainder of the fleet to support initial operations was on site and nearing completion. Additional units will be added to the fleet as operations ramp up.

The Company maintained its workforce of 320 employees in Q1 2024 and the ratios of the workforce remained consistent, approximately:

• 20% of the team are women
• 30% identify as Indigenous
• 50% are from the local region, and;
• 80% are B.C. residents.

The total Blackwater Mine workforce, including staff and contractors, surpassed 600 at the end of March 2024.

Recruitment for the Blackwater Mine operations team commenced in Q1 2024 with the first hires starting in early Q2 2024.

A laboratory contract has been signed and all mill reagents have been tendered, with plans to finalize the contracts in Q2 2024.

Procurement for commissioning, operations and critical spares was completed, and the operational readiness planning commenced during the quarter.

1. Announcement of Expansion Study results for Blackwater
   The Expansion Study was based on existing proven and probable mineral reserves per the 2021 Feasibility Study and no changes were made to the mineral reserve and mineral resource estimates. The expansions are expected to be funded from operating cash flows based on the input assumptions of the Expansion

4

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2024

Study. The Company has yet to commit to the acceleration of the Phase 2 expansion and a decision is expected to be considered in H2 2024.

The Expansion Study outlines the potential for Blackwater to accelerate expansion and demonstrates that Blackwater is a Tier 1 asset by meeting the following criteria:

• 500,000 gold equivalent ounce ("AuEq oz") production per year: The Expansion Study anticipates Blackwater Mine to produce an average of over 500,000 AuEq oz per year during the first ten years of operations and an average production of 469,000 AuEq oz per year over the life of mine ("LOM"). During certain years in Phase 2 and Phase 3 of operations, the Expansion Study anticipates production of close to 600,000 AuEq oz per year;
• A LOM in excess of ten years: the Expansion Study contemplates a LOM of 17 years. There are, however, several other opportunities not contemplated by the study which has the potential to extend the LOM beyond the years contemplated in the Expansion Study; and
• All-inSustaining Costs ("AISC1") in the lower half of the global cost curve: the average AISC for the first ten years of operation is estimated by the Expansion Study at US$712 per ounce of gold, while the LOM AISC is estimated at US$781 per gold ounce. This is expected to place Blackwater in the lowest decile of the global cost curve as published by the World Gold Council.

The Expansion Study also reiterated the economic capacity of the Blackwater Mine:

• Average annual free cash flow2 of $489 million for the first ten years: applying a long-termgold price assumption of US$1,800 per gold ounce, the Blackwater Mine is expected to generate average annual free cash flows of $489 million per annum which would be available to fund expansion capex and servicing (repayment) of the PLF.
• After-taxnet present value ("NPV") of $3.25 billion: the Expansion Study assumes that Phase 1 has been completed and the guided initial capital of $730 million to $750 million had been spent. As such, the initial capital for Phase 1 is not included in the reported NPV of $3.25 billion. The NPV is reported net of the repayment of the PLF of $385 million, as well as the capital cost estimate to complete the Phase 2 and Phase 3 expansions of $592 million and $852 million, respectively. The NPV also accounts for the effect of the gold and silver streams.

The Expansion Study applies a long-term gold price assumption of US$1,800 per gold ounce, a silver price assumption of US$23 per silver ounce and a USD:CAD exchange rate assumption of 0.74. For the purpose of the Expansion Study, the Phase 1 guided initial capital costs of $730 million to $750 million are considered to have been spent and are not included in the reported NPV of the Expansion Study. As noted above, the NPV is reported net of the scheduled repayment of the PLF associated with Phase 1 of C$385 million and all gold and silver stream participations. The Expansion Study technical report is available on the Company's website at www.artemisgoldinc.comand on the Company's corporate profile on SEDAR+ at www.sedarplus.ca.

1. Refer to Non-IFRS Measures section of this MD&A
2. Refer to Non-IFRS Measures section of this MD&A

5

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2024

1. Receipt of $130 million second draw under the PLF
   During Q1 2024, the Company completed an additional draw of $130 million under the PLF, bringing the total drawn to $280 million, along with approximately $5 million in cumulative capitalized interest at March 31, 2024.

6. DISCUSSION OF OPERATIONS

The following information has been derived from the unaudited Interim Financial Statements for the three months ended March 31, 2024 and 2023 and should be read in conjunction with the Company's Interim Financial Statements, which are available on www.sedarplus.ca.

	Q1 2024	Q1 2023
	$	$
Operating expenses	170,340
Depreciation	166,476
Management fees and wages	1,887,922	1,503,772
Investor relations and corporate development	104,342	143,464
Office, insurance and general	378,217	571,757
Professional fees	304,385	341,148
Share‐based payments	1,847,454	744,985
Loss from operations	(4,692,660)	(3,471,602)
Other (expense) income	(21,300)
Interest expense on lease liability	(31,528)
Accretion expense on asset retirement obligation	(62,332)	(30,088)
Equity loss from investment in associate	(92,741)	(184,978)
Change in fair value of Gold Collars	(1,777,355)	-
Interest income	-	1,905,109
Net loss and comprehensive loss	(6,646,388)	(1,813,087)
Loss per common share	(0.03)
Basic and diluted	(0.01)
Weighted average number of common shares outstanding	199,480,325
Basic and diluted	193,234,801

The following includes an analysis of significant factors that impacted period-to-period variations:

Share-based payments

Share based payments increased by $1.1 million when comparing Q1 2024 to Q1 2023. The increase is primarily due to an increase in the Company's share price, which increased the expense related to the Company's restricted share units ("RSUs") and deferred share units ("DSUs") issued under the Company's Share Unit Plan adopted in early 2023, as well as the impact of additional stock options, RSUs and DSUs issued during Q1 2024 under the Company's Omnibus Incentive Plan adopted August 10, 2023. In addition, share-based payments for Q1 2024 reflect a full-quarter of vesting of stock options, RSUs and DSUs that were issued in late-Q1 2023, whereas Q1 2023 only reflected a fraction of the corresponding vesting due to timing of the annual 2023 grant.

6

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2024

Interest income

Interest income decreased by $1.9 million when comparing Q1 2024 to Q1 2023. The decrease is a result of the interest income associated with the proceeds received from the PLF being capitalized to mineral property following commencement of Major Works construction and utilization of the PLF.

Changes associated with investment in Velocity Minerals Ltd. ("VLC")

The Company's investment in VLC is comprised of:

	Investment in
	associate
	$
Balance, January 1, 2023	8,176,317
Equity loss on investment in associate	(590,749)
Balance, December 31, 2023	7,585,568
Equity loss on investment in associate	(92,741)
Balance, March 31, 2024	7,492,827

As at March 31, 2024, the Company held 50,701,138 common shares of VLC (or 26% of VLC's issued and outstanding common shares) with a fair market value of $4.8 million (December 31, 2023 - 50,701,138 VLC shares, or 26% of VLC's issued and outstanding common shares, at a fair value of $5.6 million). VLC's most recently reported net loss for the three months ended December 31, 2023 totaled $0.4 million, and is based on the most recently reported information available as at the date of this MD&A.

7. SUMMARY OF QUARTERLY RESULTS

The following information is derived from the Company's unaudited Interim Financial Statements prepared in accordance with IFRS applicable to interim financial reporting including IAS 34. For quarterly periods other than those ended December 31, the information below should be read in conjunction with the Company's Condensed Consolidated Interim Financial Statements for each of the past quarters.

	Q1 2024	Q4 2023	Q3 2023	Q2 2023
	$	$	$	$
Revenue	-	-	-	-
Net loss	(6,646,388)	(3,901,301)	(2,579,098)	(3,151,645)
Basic and diluted loss per share	(0.03)	(0.02)	(0.01)	(0.02)
Cash dividend declared per share	-	-	-	-
	Q1 2023	Q4 2022	Q3 2022	Q2 2022
	$	$	$	$
Revenue	-	-	-	-
Net loss	(1,813,087)	(1,836,906)	(12,959,846)	(2,839,091)
Basic and diluted loss per share	(0.01)	(0.01)	(0.08)	(0.02)
Cash dividend declared per share	-	-	-	-

The Company is focused on the development of the Blackwater Mine and does not yet generate any revenue. It is the Company's policy to capitalize all mine development expenses incurred and as such the changes in net income from one period to another depend largely on corporate and administrative expenditure, equity accounting associated with the Company's interest in VLC, and changes in fair value of the zero cost gold collars ("Gold Collars").

7

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2024

In addition to the foregoing, the predominant reason for fluctuations in net loss from one quarter to another were share-based payments associated with the expansion of the management team towards the development of the Blackwater Mine, changes in the Company's share price impacting the value of RSUs and DSUs issued under the Share Unit Plan, non-cash impairment or dilution charges related to the investment held in VLC, and changes in fair value of the Gold Collars:

	Q1 2024	Q4 2023	Q3 2023	Q2 2023
	$	$	$	$
Share-based payments	(1,847,454)	(1,609,470)	(897,827)	(1,214,990)
Change in fair value of Gold Collars	(1,777,355)	-	-	-
	Q1 2023	Q4 2022	Q3 2022	Q2 2022
	$	$	$	$
Share-based payments	(744,985)	(817,217)	(1,356,272)	(1,433,673)
Impairment loss on equity investment	-	-	(9,889,867)	-

8. LIQUIDITY, CAPITAL RESOURCES, CASH FLOWS AND SELECTED FINANCIAL INFORMATION Liquidity

As a development-stage company, Artemis Gold does not have revenues and is expected to incur operating losses until the commencement of production and the mine is operating in the manner intended by management. The Company's net assets and working capital position were as follows:

As at	As at
March 31, 2024	December 31, 2023
$	$

Assets	154,512,609
Cash and cash equivalents	156,590,674
Other current assets	12,536,863	10,234,647
Current assets	167,049,472	166,825,321
Restricted cash	8,814,300	15,126,227
Other non-current assets	1,099,634,749	938,822,800
TOTAL ASSETS	1,275,498,521	1,120,774,348
Liabilities	70,787,328
Other current liabilities	57,044,673
Current liabilities	70,787,328	57,044,673
Non-current liabilities	624,550,800	482,374,220
TOTAL LIABILITIES	695,338,128	539,418,893
NET ASSETS	580,160,393	581,355,455
WORKING CAPITAL(1)	96,262,144	109,780,648

(1) Working capital is defined as current assets less current liabilities.

8

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2024

As at March 31, 2024, the Company had the following undiscounted contractual commitments and obligations:

	< 1 year	2 - 3 years	4 - 5 years	> 5 years	Total
	$	$	$	$	$
Accounts payable and accrued liabilites	61,421,342	-	-	-	61,421,342
Lease liabilities	4,103,182	12,553,228	11,362,063	2,889,268	30,907,741
Construction commitments	159,863,062	-	-	-	159,863,062
Master lease agreement and other capital commitments	127,592,465	-	-	-	127,592,465
Variable consideration payable	-	-	56,000,000	28,000,000	84,000,000
Long-term debt	9,574,357	215,891,809	109,405,276	46,250,876	381,122,318
Asset retirement obligation	1,256,572	-	-	44,544,143	45,800,715
Total	363,810,980	228,445,037	176,767,339	121,684,287	890,707,643

As at March 31, 2024, the Company had entered into contractual commitments for $682.5 million of construction costs (or 93% of the lower end of the guided initial capital expenditure). This was comprised of actual construction in progress incurred of $522.6 million and the remaining construction commitments of $159.9 million.

At March 31, 2024, Artemis Gold had estimated remaining Phase 1 capital expenditures of $207 to $227 million.

At the same date, the committed sources of funding totaled $295 million, comprising:

• cash and cash equivalents of $155 million;
• remaining drawdowns from the project loan facility of $100 million (including approximately $20 million of capitalized interest remaining available), and
• a cost overrun facility of $40 million.

In addition, the Company had 23.2 million warrants outstanding which are exercisable at $1.08 per warrant before August 27, 2024, for anticipated proceeds of $25 million.

As at the date of this MD&A, the Company expects that its working capital position, along with the undrawn amounts on the PLF and remaining amounts available on the mobile equipment master lease agreement provide sufficient resources available to meet its contractual obligations for the ensuing 12 months.

Phase 1 construction of the Blackwater Mine is fully funded. However, utilization of the remaining amounts of the PLF and remainder of the master lease agreement remain subject to various conditions precedent. If such conditions precedent do not materialize in the manner or timing intended by the Company, it may need to fund such planned expenditures from the potential exercise of warrants, additional equity financing or other means. Management is confident financing will be available at terms agreeable to the Company, however, there can be no assurance that the Company will secure the funding required for such elective initiatives.

The Company has not paid any dividends and management does not expect that this will change in the near future.

Working capital is held almost entirely in cash and cash equivalents, significantly reducing any liquidity risk of financial instruments held by the Company.

9

ARTEMIS GOLD INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations For the three months ended March 31, 2024

Cash Flows

	Q1 2024	Q1 2023
	$	$
Net cash used in operating activities	(5,203,304)	(3,956,876)
Net cash used in investing activities	(128,886,909)	(73,066,501)
Net cash provided by (used in) financing activities	132,012,148	(10,472,960)
Change in cash and cash equivalents	(2,078,065)	(87,496,337)
Cash and cash equivalents, beginning	156,590,674	194,089,372
Cash and cash equivalents, ending	154,512,609	106,593,035
Restricted cash, ending	16,270,851	9,023,400
Total cash and cash equivalents and restricted cash, ending	170,783,460	115,616,435

Cash flows from operating activities

Net cash used in operating activities increased by $1.2 million when comparing Q1 2024 to Q1 2023, primarily due to increased spend in management fees and wages to support the ongoing development of the Blackwater Mine.

Cash flows from investing activities

Net cash used in investing activities increased by $55.8 million when comparing Q1 2024 to Q1 2023, primarily due to the timing of the commencement of Major Works construction during Q2 2023, which included costs related to the EPC contract and owner managed scopes of work.

Cash flows from financing activities

Cash provided by financing activities increased by $142.5 million when comparing Q1 2024 to Q1 2023, primarily due to the completion of the second draw on the PLF of $130 million and exercise of share purchase warrants during Q1 2024.

Use of Proceeds

The following table includes a comparison of actual use of proceeds, for the most recently completed financial year, to previous disclosures made by the Company:

	Intended use of	Actual use of
	proceeds	proceeds
	$	$
Proceeds from first draw-down on the PLF	150,000,000
Proceeds from second draw-down on the PLF	130,000,000
Total net proceeds	280,000,000
Advancing development of Blackwater and general working capital	280,000,000	125,487,391
Remaining in treasury	-	154,512,609
Total net proceeds	280,000,000	280,000,000

The balance of the proceeds remaining in treasury is intended to be applied towards (i) ongoing permitting compliance costs, (ii) financing costs, (iii) development expenditures for Phase 1, including the costs associated with Sedgman under the EPC Contract, (iv) development of offsite infrastructure including road access and

10