BeMetals : Management Discussion and Analysis

BeMetals Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations December 31, 2021 and 2020

Management's Discussion and Analysis

The following discussion is management's assessment and analysis of the results and financial condition of BeMetals Corp. ("BeMetals" or the "Company"), and should be read in conjunction with the accompanying audited annual consolidated financial statements and related notes, which are prepared in accordance with International Financial Reporting Standards ("IFRS"). All figures are reported in Canadian dollars unless otherwise indicated. The effective date of this report is April 25, 2022.

Business Overview

BeMetals is a precious and base metals exploration and development company with wholly owned projects in Japan and option agreements to acquire interests in mineral projects in Idaho and Zambia. BeMetals expanded its exposure into the gold sector through the acquisition of five new gold exploration projects in Japan (see 'Kazan Gold Project' below). In connection with the Company's expansion into Japan, B2Gold Corp. ("B2Gold") has become a strategic investor and currently holds approximately 19% of BeMetals' outstanding shares. Pursuant to the option agreements, BeMetals has rights to acquire up to a 100% interest in the polymetallic (zinc-silver-gold-copper) South Mountain development project (the "South Mountain Project" or "South Mountain") in southwest Idaho, USA (see 'South Mountain Project' below) and rights to acquire a majority interest in the Pangeni copper exploration project (the "Pangeni Copper Project" or "Pangeni") on the western extension of the Zambian Copperbelt (see 'Pangeni Copper Project' below).

The Company will continue to advance its high-quality portfolio of mineral projects through well-managed technical programs with prudent deployment of funding from its strong cash position. In addition, the Company will continue to evaluate other potential precious and base metal acquisition opportunities utilizing the Company's extensive worldwide network, experience and track-record in the mining business. BeMetals intends to become a leading precious and base metals producer through the advancement of quality exploration, development and production stage projects.

Founding directors of the Company include John Wilton (President and CEO), Clive Johnson, Roger Richer and Tom Garagan. In July 2020, Mark Connelly joined the Board as Non-Executive Chairman and director. The Board is joined by Derek Iwanaka (VP of Investor Relations and Corporate Development), Nick Furber (CFO), and Kristen Reinertson (Corporate Secretary and a director). Dr. Richard Sillitoe, one of the world's foremost economic geological experts on precious and base metal deposits, provides technical input for the Company's current projects and new project assessments as an advisor. Dennis Stansbury, a highly experienced mining engineer, and currently Sr. VP of Engineering and Project Evaluations with B2Gold Corp., serves as a technical advisor to BeMetals.

The Company's shares are listed on the TSX Venture Exchange ("TSX-V") under the symbol 'BMET', and they trade on the OTCQB in the U.S.A. under the symbol 'BMTLF', as well as on the Frankfurt Stock Exchange in Germany under the symbol '1OI.F'.

Since listing on the TSX-V the Company has successfully raised a total of approximately $25 million through private placements of; $2.24 million in 2018, $6.25 million in 2019, $7.5 million in 2020, $7.5 million in 2021 and an additional $1.2 million through the exercise of warrants associated with the 2020 private placement. B2Gold became a strategic investor in BeMetals through the latest financing and the acquisition of the Kazan Gold Project in Japan, where B2Gold subscribed for $7.5 million as part of the Kazan acquisition. While the Company anticipates it has sufficient capital to meet its current obligations and planned activities, the Company expects it will need to raise additional capital to carry out its long-term objectives. While the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms that are acceptable to the Company

Kazan Gold Project

In 2020, the Company announced it intended to expand its exposure to precious metals by identifying and securing an entry-level precious metals project and by early 2021 BeMetals achieved that objective. On February 17, 2021, BeMetals announced it had signed an agreement to acquire privately owned BeMetals Japan Corp. ("BeMetals Japan", formerly Kronk Resources Inc.) and its wholly owned subsidiary Kazan Resources ("Kazan") which holds the rights to a highly prospective portfolio of advanced and early stage gold exploration projects in Japan (the "Kazan Gold Transaction").

1

BeMetals Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations December 31, 2021 and 2020

The Kazan Gold Transaction closed on April 23, 2021, and provides BeMetals with excellent direct exposure to five gold exploration properties in areas of Japan known to have hosted numerous historical high-grade mines. Furthermore, through the acquisition of BeMetals Japan and Kazan, the Company has retained an effective domestic operational structure, including key locally based personnel that throughout 2021 continued to progress on-site exploration work such as stream, outcrop and soil sampling.

In 2021, due to Japanese travel restrictions resulting from the COVID pandemic, the Company was unable to immediately commence drilling in Japan and initially focussed on planning the 2022 fieldwork program and importing a new diamond drill into Japan. In late March 2022, when Japan eased COVID restrictions and began allowing foreigners to travel to the country for business, the Company's contract drillers and geologists entered Japan, commissioned the new drill and, in April 2022, commenced the initial phase of diamond drilling at the wholly owned Kato Gold Project ("Kato") in Hokkaido (see news release dated April 12, 2022).

On August 3, 2021, the Company filed a technical report for the Kato Project area on SEDAR. The report highlighted the exploration potential of this project and recommended an initial four priority targets for core drilling.

In October 2021, the Company announced it had recently received a number of high-grade surface sampling results from geological reconnaissance fieldwork, undertaken in August this year, at its Todoroki Property on Hokkaido Island, in northern Japan. These included:

• • 9.43 grams per tonne ("g/t") Gold ("Au") and 442.5 g/t silver ("Ag") over 2.1 metres (Composite chipped channel interval of outcropping vein)

• • 9.29 g/t Au and 656.5 g/t Ag over 2.5 metres (Composite chipped channel interval of outcropping vein)

• • 41.10 g/t Au over 0.1 metres (Chipped sample near historical vein adit)

More details can be found in the Company's news releases dated October 19, 2021, available on the Company's website.

About the Project

The Kazan Gold Project in Japan is an expertly selected portfolio of gold properties, including the more advanced exploration-stage Kato Project in Hokkaido. Kazan assembled this land position covering extensions and similar geological terrains known to have hosted numerous historical high-grade mines including, but not limited to, the currently operating Hishikari Gold Mine on Kyushu, which produced 7.9 million ounces of gold from 1985-2020 at an average grade of 30-40 grams per tonne gold.

Kazan has the rights to explore a total of five project areas in Japan. In addition to the Kato Project, these properties include the earlier stage Todoroki and Konomai projects also on Hokkaido, as well as the Tashiro and Hokusatsu projects on Kyushu. A number of these project areas were subject to, or have adjacent, historical high-grade gold mining operations.

The Kato Gold Project is the most advanced exploration project and covers close to 2,000 hectares in the eastern Hokkaido. The property was drilled by the Japanese government's Metal Mining Agency of Japan ("MMAJ") in the 1990s and during that time intervals of high-grade gold including 17.5 metres grading 8.15 grams per tonne ("g/t") gold ("Au") in hole 5MAHB-2, and 18.65 metres grading 5.01 g/t Au in hole 7MAHB-1 were returned. Little work was conducted on the property since the 1990s until the Japanese Ministry of Economy Trade and Industry ("METI") granted the prospecting rights to BeMetals Japan in December 2017.

From 2018-2019, Kazan completed several holes which successfully intersected a zone of hydrothermal breccia near the adjacent main target vein. KT19-02A returned a number of zones of gold mineralization including 14 metres grading 2.10 g/t Au without intersecting the primary target vein. In 2020, BeMetals Japan deployed a larger drill rig and reached the primary target zone, intersecting over 50 metres of hydrothermal breccia, vein breccia, stockwork, and banded quartz-adularia veins in hole KT20-010. The hole intersected 58.9 metres grading 0.76 g/t Au, including 7.4 metres at 2.99 g/t Au, and ended in 2.8 metres grading 3.1 g/t Au. The Table below illustrates these selected intersections.

Further drilling will be required to follow-up on this priority target zone and other associated highly prospective targets, some of which have had little to no previous drill testing. See the report entitled, "Kato Gold Project, Japan NI 43-101 Technical

2

BeMetals Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations December 31, 2021 and 2020

Report" with an effective date of July 13, 2021 filed on SEDAR or on the Company website for further details on the Kato project.

KATO PROJECT: SELECTED HISTORICAL DRILLING INTERSECTIONS

Drill Hole ID	From (m)	To (m)	Core Interval (m)	Au g/t	Drilled By
5MAHB-2	314.80	332.30	17.50	8.15	Metal Mining Agency of Japan
7MAHB-1	258.85	277.50	18.65	5.01	Metal Mining Agency of Japan
KT19-02A	120.48	177.05	56.57	0.80	Kazan
Including	136.95	164.50	27.55	1.40	Hole did not reach primary target
Including	150.50	164.50	14.00	2.10
KT20-010	Kazan
Interval 1:	165.30	224.20	58.90	0.76
Including	167.70	175.10	7.40	2.99
Interval 2:	229.80	232.60*	2.80	3.10

The Todoroki Project targets high-grade epithermal gold-silver mineralization encompassed within some 590 hectares of prospecting rights which include the historical Todoroki Mine discovered in 1896 - the oldest gold-and-silver mine in Hokkaido. Recorded production at the Todoroki Mine from 1925 until 1943 was approximately 200,000 ounces of Au, and 7.4 million ounces of Ag. Mining was temporarily halted in 1943 but resumed operation after WWII. Mining continued intermittently until the 1980s but production information for this period is uncertain.

Detailed geological studies by a Japanese group in the early 1970s concluded that in addition to the 13 known vein occurrences at Todoroki, there were numerous other undeveloped veins and alteration halos surrounding potential vein zones that required investigation. The veins are composed of quartz, calcite, and adularia with local rhodochrosite. The veins are distributed over a 4.5km (East-West) by 1.5km (North-South) area and range in length between 500 and 1,500 meters, with documented widths ranging from 1 to more than 10 metres.

The objective of the current reconnaissance exploration work is to locate, sample, and map unmined veins in the historical mine area with the potential to provide drill targets for near term testing.

The Konomai Project is located in northeastern Hokkaido. This land package is located in the northern tip of a prolific zone of gold mining operations that were active in pre-World War II times. Most of the historical gold mines were shut down during the war years and were never reopened aside from Sumitomo Metal Mining's Konomai Mine, the largest in Hokkaido, which produced 3.1 million ounces of gold.

The Tashiro Project is located in northeastern Kyushu. In the 1990s, MMAJ conducted drilling on the property as part of their search for the next Hishikari Gold Mine, which is one of the highest-grade gold mining operations in the world. Mapping, soil sampling, and some geophysics were also undertaken, and the drilling program identified a vein swarm at what is known as the Noya zone where numerous highly anomalous gold intervals were intersected. Further fieldwork will be completed and it is likely a number of priority drill targets will be generated.

The Hokusatsu Project is located in southwestern Kyushu. This property is of interest due to its close proximity to two important gold occurrences on the property near the former mines of; Fuke (historical production of 125,000 ounces at 10.5 g/t Au) and Ohkuchi (783,000 ounces at 13.1 g/t Au) mines. In addition, the high-grade Hishikari Gold Mine is located approximately 16 kilometres to the southeast of the Hokusatsu property.

3

BeMetals Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations December 31, 2021 and 2020

Terms of the Kazan Gold Project Acquisition

In April 2021, the Company acquired 100% of the outstanding shares of Kronk Resources Inc. (name subsequently changed to BeMetals Japan Corp.) pursuant to an amalgamation agreement (the "Amalgamation Agreement") and a share purchase agreement (the "Share Purchase Agreement"). Pursuant to the Amalgamation Agreement, 29,566,731 common shares of BeMetals were issued on the basis of 0.5169 shares of BeMetals for each one BeMetals Japan share held and pursuant to the Share Purchase Agreement, 3,063,225 common shares of BeMetals were issued on the basis of 0.2585 shares of BeMetals for each one BeMetals Japan share held. The lower exchange ratio under the Share Purchase Agreement was less favourable to certain shareholders of BeMetals Japan who were also shareholders or directors of BeMetals as well as directors or officers of B2Gold. A total of 32,629,956 common shares of BeMetals were issued pursuant to the Kazan Gold Transaction. In connection with the Kazan Gold Transaction, the Company closed a non-brokered private placement of $7,500,000 with B2Gold. B2Gold, BeMetals Japan and Kazan are related parties of BeMetals by virtue of common key managerial persons.

Summary of Exploration Expenses

The following table summarizes the exploration costs associated with the Company's Kazan Gold Project as at December 31, 2021:

Direct exploration expenditures
Consulting & wages	-
Drilling	-
Equipment
Land fees /Lease payments	-
Site logistics	-
Total direct exploration expenditures	-
Other expenditures
Advances (net)	-
Property acqusition costs	-
Stock based compensation	-
Total	-
South Mountain Project
Highlights

$

Kazan Gold project
Balance	Balance
December 31,	Expenditure	December 31,
2020	in 2021	2021
507,024	507,024
-	-
72,950	72,950
50,657	50,657
168,943	168,943
799,574	799,574
-	-
12,737,452	12,737,452
64,561	64,561

$

13,601,587

$

13,601,587

The Company has completed two phases of underground drilling at the South Mountain Project in 2019 and 2020. These programs successfully extended mineralized zones and confirmed grade distribution of the current polymetallic mineral resource estimate. BeMetals formed and built a project team based in Boise, Idaho that is focused on advancing South Mountain. This team includes management of Thunder Mountain Gold, Inc. ("Thunder Mountain"), the Optionees of the property. BeMetals has also appointed a highly experienced project manager to oversee and implement the exploration work plans. The project team has rehabilitated the Sonneman Level drift's underground electrical and other utilities, and established a new Texas Zone drill station by opening and extending the old workings in this area of the deposit.

The 2019 drilling results support the significant high-grade nature of the deposit, and demonstrated robust grades in both silver and gold associated with the base metal mineralization. This work also identified areas of additional potential extensions to mineralization on the South Mountain property for testing in 2020. More details of the 2019 results are

4

BeMetals Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations December 31, 2021 and 2020

disclosed in the Company's news releases dated October 8, 2019, November 26, 2019, and January 20, 2020, available on the Company's website.

The Company delayed the start of its planned 2020 phase 2 drilling program due to matters associated with the COVID-19 pandemic but was able to drill from September through to December 2020. Final core logging and sampling was completed early in 2021. This drilling included further testing and extension of the DMEA Zone and the first underground exploration of the Texas Zone since the 1980s. The Texas Zone drilling successfully identified a copper-silver dominant Texas West Zone and a zinc-silver-gold Texas East Zone within the deposit. More details can be found in the Company's news releases dated February 9, 2021, and March 17, 2021, available on the Company's website.

HIGHLIGHTS OF THE COMPANY'S UNDERGROUND DRILLING INCLUDE

DMEA ZONE:

• o Drill hole SM19-003: intersected 24.17 metres grading 11.12% Zn, 267 g/t Ag, 3.44 g/t Au, 3.75% Pb, and 0.29% Cu

• o Drill hole SM19-006: intersected 15.70 metres grading 21.27% Zn, 147 g/t Ag, 8.04 g/t Au, 0.77% Pb, and 0.30% Cu

• o Drill hole SM19-007: intersected 12.20 metres grading 18.16% Zn, 122.6 g/t Ag, 4.41 g/t Au, 1.55% Pb, and 0.16% Cu

• o Drill hole SM19-014 Interval 1: intersected 15.09 metres grading 9.59% Zn, 127.1 g/t Ag, 1.50 g/t Au, 0.69% Pb, and 0.28% Cu

• o Drill hole SM20-027 Interval 2: 30.85 metres grading 4.66% Zn, 103.9 g/t Ag, 1.59 g/t Au, 0.39% Pb and 0.17% Cu

  Including: 5.54 metres grading 13.12% Zn, 104.7 g/t Ag, 2.73 g/t Au, 0.43% Pb and 0.31% Cu

• o Drill hole SM20-027 Interval 4: 4.44 metres grading 7.11% Zn, 108.7 g/t Ag, 0.14 g/t Au, 0.22% Pb and 0.68% Cu

TEXAS WEST ZONE:

• o Drill hole SM20-028: 10.85 metres grading 2.56% Copper ("Cu"), 260.1 grams per tonne ("g/t") Silver ("Ag"), 0.26 g/t Gold ("Au"), 0.10% Lead ("Pb") and 0.13% Zinc ("Zn")

• o Drill hole SM20-038: 7.62 metres grading 1.64% Cu, 279.5 g/t Ag, 0.74g/t Au, 0.86% Pb and 0.55% Zn

  Including: 5.17 metres grading, 2.23% Cu, 337.9 g/t Ag, 1.02 g/t Au, 1.12% Pb and 0.77% Zn

• o Drill hole SM20-043 Interval 1: 7.01 metres grading 2.84% Cu, 181.5 g/t Ag, 0.22 g/t Au, 0.01% Pb and 0.29% Zn

Including: 4.79 metres grading, 3.81% Cu, 244.3 g/t Ag, 0.17 g/t Au, 0.01% Pb and 0.07% Zn

TEXAS EAST ZONE:

• o Drill hole SM20-050 Interval 2: 8.35 metres grading 4.17% Zn, 194.8 g/t Ag, 4.05 g/t Au, 0.78% Pb and 0.54% Cu

In early May 2021, the Company announced an updated Mineral Resource Estimate ("MRE") for the South Mountain property. The updated MRE included a Measured & Indicated ("M&I") resource of 187,650 tonnes grading 9.63% Zinc ("Zn"), 151 grams per tonne ("g/t") Silver ("Ag"), 2.19 g/t Gold ("Au"), 1.01% Lead ("Pb") and 0.63% Copper ("Cu"), representing a 21.8% increase to the M&I tonnage from the 2019 estimate with a 20.36% Zn equivalent grade ("ZnEq"). The updated resource also included an Inferred resource of 756,300 tonnes grading 7.63% Zn, 196 g/t Ag, 1.40 g/t Au, 0.97% Pb and 0.81% Cu, representing a 129.5% increase in the Inferred tonnage from the 2019 MRE with a 18.10% ZnEq.

5