Asante Gold : July 31st, 2023 – Second Quarter 2024 (MD&A)

ASANTE GOLD CORPORATION

Management's Discussion & Analysis

For the three and six months ended July 31, 2023 and 2022 (Expressed in thousands of Canadian dollars, except where noted)

This Management's Discussion & Analysis ("MD&A") of Asante Gold Corporation ("Asante" or the "Company") provides an analysis of the Company's financial position and results of operations for the three and six months ended July 31, 2023 and 2022. This MD&A was prepared by management of the Company and should be read in conjunction with the annual Management's Discussion & Analysis for the years ended January 31, 2023 and 2022 (the "Annual MD&A") as well as the condensed interim consolidated financial statements for the three and six months ended July 31, 2023 and 2022 (the "Financial Statements") and the audited consolidated financial statements for the years ended January 31, 2023 and 2022 (the "Annual Financial Statements"). The Company's Financial Statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. For further information on the Company, reference should be made to its public filings on SEDAR+ at www.sedarplus.ca.

Asante was incorporated under the Canada Business Corporations Act on May 4, 2011 and has continued as a company under the Business Corporations Act (British Columbia). The address of the Company's corporate office and principal place of business is Suite 615, 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6. The Company is currently listed on the Canadian Securities Exchange ("CSE") under the symbol "ASE" and the Ghana Stock Exchange ("GSE") under the symbol "ASG".

This MD&A is current as of September 14, 2023 and was approved by the Company's Board of Directors.

In this MD&A, unless the context otherwise dictates, a reference to "us", "we", "our", or similar terms refers to the Company. All dollar figures included herein are quoted in thousands of Canadian dollars except where noted or the context otherwise requires. References to "$" are to Canadian dollars, references to "US$" are to US dollars, references to "GHS" are to Ghanaian Cedi. Throughout this MD&A, the first, second, third and fourth quarters of the Company's fiscal years are referred to as "Q1", "Q2", "Q3" and "Q4", respectively. The year-to-date periods ended July 31, 2023 and 2022 are referred to as "YTD 2024" and "YTD 2023", respectively. The years ended January 31, 2024 and 2023 are referred to as "fiscal 2024" and "fiscal 2023", respectively.

Asante has a number of subsidiaries which own and operate assets and conduct activities in different jurisdictions. The terms "Asante" or the "Company" are used in this MD&A for simplicity of the discussion provided herein and may include references to subsidiaries that have an affiliation with Asante, without necessarily identifying the specific nature of such affiliation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All information, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company's businesses, operations, plans and other such matters are forward- looking information.

When used in this MD&A, the words "estimate", "plan", "continue", "anticipate", "might", "expect", "project", "intend", "may", "will", "shall", "should", "could", "would", "predict", "forecast", "pursue", "potential", "believe" and similar expressions are intended to identify forward-looking information. This information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

Examples of such forward-looking information include information pertaining to, without limitation: the ability to finance additional construction costs on schedule and on terms acceptable to the Company; the realization of mineral resource and mineral reserve estimates; the timing and amount of estimated future production; the impact of inflation on costs of exploration, development and production; estimated production and mine life of the various mineral projects of the Company; the benefits of the development potential of the properties of the Company; the future price of gold and silver; the market and global demand for gold and silver; the estimation of mineral reserves and resources; success of exploration activities; currency exchange rate fluctuations; labour availability, costs and conditions; supply chain elasticity; inherent hazards associated with mining operations; costs of production, expansion of production capabilities; the ability to obtain surface rights to support planned infrastructure at the Corporation's exploration and development projects; requirements for additional capital; government regulation of mining operations; environmental risks and hazards; title disputes or claims; and limitations on insurance coverage.

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ASANTE GOLD CORPORATION

Management's Discussion & Analysis

For the three and six months ended July 31, 2023 and 2022 (Expressed in thousands of Canadian dollars, except where noted)

Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include: the availability and changing terms of financing; variations in ore grade or recovery rates; changes in market conditions, including, but not limited to, supply chain issues and inflation; risks relating to the availability and timeliness of permitting and governmental approvals; risks relating to international operations; fluctuating metal prices and currency exchange rates; changes in project parameters; the possibility of project cost overruns or unanticipated costs and expenses; the impact of COVID-19 and the impact and effectiveness of governmental responses to COVID-19; labour disputes; and other risks of the mining industry, including but not limited to, the failure of plant, equipment or processes to operate as anticipated. For a more detailed discussion of these factors and other risks, see "Risk Factors and Uncertainties" and the Company's most recent Annual Information Form that is available on the Company's profile on SEDAR+ at www.sedarplus.ca.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this MD&A. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. Except as required by law, the Company does not assume the obligation to revise or update forward looking information after the date of this document or to revise such statements to reflect the occurrence of future unanticipated events.

PRINCIPAL BUSINESS AND CORPORATE DEVELOPMENTS

Asante is a mineral exploration and gold production company primarily involved in the assessment, acquisition, development, and operation of mineral properties in the Republic of Ghana. The Company's objective is to undertake mineral exploration on properties assessed to be of merit, to define mineral resources, and to take them to production when warranted.

In March 2021, the Company undertook a review of its strategic planning, which led to a refocus on becoming a gold producer. The review resulted in an influx of new capital and investors, principally Ghanaian based investors, and a renewed focus to develop the Kubi Gold Project ("Kubi"). The review led to the acquisition of the Bibiani Gold Mine ("Bibiani") in August 2021, followed by the acquisition of the Chirano Gold Mine ("Chirano") in August 2022.

Acquisition of Mensin Bibiani Pty. Ltd. and Mensin Gold Bibiani Ltd.

On August 24, 2021, the Company acquired all of Resolute Mining Limited's ("Resolute") ownership interest in the Bibiani Gold Mine in Ghana through the purchase of all the issued and outstanding common shares of Mensin Bibiani Pty. Ltd., leading to the Company's indirect ownership of 90% in Bibiani, with the Ghanaian Government retaining a 10% ownership interest. At the time of acquisition, the Bibiani Gold Mine was in care and maintenance. In September 2021, the Company undertook refurbishment of the Bibiani process plant under an engineering, procurement, and construction management contract with a budgeted cost of approximately US$26 million.

In connection with the acquisition of Bibiani, Asante acquired potential exploration opportunities, both from near surface and underground targets. Subsequently, a drill program commenced on the Bibiani main pit and associated satellite pits, principally the Walsh and Strauss pits. The Company reported early results from expansion drilling on the Walsh Satellite pit, which confirmed extension and grade continuity of mineralization beneath the then US$1,500 per ounce design pit shell. The Strauss pit delivered the early ounces as expected and the assay results improved the existing deposit model and supported mine extension of the Walsh satellite pit. As of July 31, 2023, more than 73,000 ounces of contained gold have been mined from the Walsh pit. Follow-up drilling continues at the Walsh and Strauss pits, with focus on extending the Walsh and Strauss Pits further to confirm the underground shoot extensions which form part of the Company's long term underground mining strategy. See the Company's January 19, 2023 news release, a copy of which is available on the Company's profile on SEDAR+ at www.sedarplus.ca, for further details.

Exploratory drilling to the southwest of the existing Bibiani reserves identified the South Russel prospect. Drill results announced by the Company in news releases dated March 29, 2022, August 17, 2022 and January 17, 2023 confirmed over 500 metres strike length of mineralization. The gold mineralized system remains open along strike and at depth and the results lend themselves to the probable development of an additional satellite pit near the Bibiani Main Pit and process plant. On September 14, 2023, the Company announced a Maiden Mineral Resource Estimate (see press release for full details). Additional planned drilling has commenced, to include infill of the inferred mineral resource areas within the constrained shell and also to grow the mineral resources to the south. The Company plans to accelerate starter pit development with infrastructure construction and mining scheduled to commence in December 2023.

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ASANTE GOLD CORPORATION

Management's Discussion & Analysis

For the three and six months ended July 31, 2023 and 2022 (Expressed in thousands of Canadian dollars, except where noted)

Acquisition of Red Back Mining Pty. Ltd. and Chirano Gold Mines Limited

On August 10, 2022, the Company acquired all issued and outstanding common shares of Asante Chirano Australia Pty Ltd. (formerly Red Back Mining Pty. Ltd) ("Asante Chirano"), which indirectly holds a 90% interest in the Chirano Gold Mine, and its subsidiaries, Chirano Mines Limited (formerly Red Back Mining (Ghana) Limited), Chirano Gold Mines Limited ("CGML"), Chirano Explorer Limited (formerly Red Back Mining No 2 (Ghana) Limited), and Chirano Exploration Limited (formerly Red Back Mining Ghana Limited) (the "Chirano Group"). The purchase consideration was comprised of the issuance of 34,962,584 common shares of the Company at a value of $1.35 per share, which was the share price of the Company on the closing date of this acquisition, a cash payment of $77,280 (US$60.00 million) and deferred cash consideration of $172,958 (US$134.28 million) payable to Kinross Gold Corporation ("Kinross"), as well as $4,830 (US$3.75 million) contingent consideration representing indemnifiable tax liability. Of the total deferred cash consideration, $77,904 (US$60.48 million) was payable on February 10, 2023 ("second cash payment"), $47,527 (US$36.90 million) was payable on August 10, 2023 and $47,527 (US$36.90 million) was payable on August 10, 2024.

On February 13, 2023, the Company entered into an amended purchase agreement with Kinross regarding the acquisition of the Chirano Group. Pursuant to the amendment, the payment schedule of the second cash payment, with total amount of US$60.48 million, was modified as follows:

• US$10.00 million payable on February 17, 2023 of which $6.74 million (US$5.00 million) has been paid,
• US$10.00 million payable on March 31, 2023 (unpaid),
• US$10.00 million payable on April 30, 2023 (unpaid), and
• US$30.48 million payable on May 31, 2023 (unpaid).

The consideration payable accrues interest at a rate ranging from prime plus 3% to 5% (calculated daily and compounded semi- annually) from February 10, 2023 to the date of payment in full of such amount plus all accrued interest. The Company is in dialogue with Kinross on the outstanding deferred payments which are expected to be paid when the Company's financing initiatives are achieved. As partial consideration for amending the purchase agreement, the Company agreed to issue 5 million common share purchase warrants of the Company, with each warrant being exercisable to acquire one common share of the Company at a price of $2.25 per share for 36 months following the date of issuance. Kinross has agreed not to exercise any warrants within six months from the date of issue. All payments pursuant to the purchase agreement will be accelerated by a change of control of Asante or the Chirano Group.

Under a finder's fee agreement with Induusi Resources Public Limited ("Induusi"), the Company acknowledged Induusi's prior interest in the Chirano Group. Induusi owns prospecting licences near the Chirano mining lease. It was agreed between the parties that Induusi will assign its interest and further sell to the Company the Induusi owned prospecting licences together with further Induusi owned options over additional prospecting licences. In consideration for the assignment of the interest and sale of properties and property options, it was agreed on closing of the acquisition of the Chirano Group to issue to Induusi a finder's fee consisting of US$1M in cash, 5,000,000 common shares in the capital of the Company and a 2% net smelter returns royalty over the Induusi prospecting licences to be transferred to the Company. Induusi had two common directors with the Company and the conflict of interest was declared. Accordingly, the Board appointed a committee of Independent Directors (the "Special Committee") to assess and negotiate the purchase of the Induusi interests. The Special Committee found the purchase of the Induusi interests and the finder's fee payable to be fair and to the benefit of Asante shareholders. As at July 31, 2023, the transaction had not closed. The Company has accrued $8,818 in connection with the cash and shares to be issued as a finder's fee upon closing. As of the date of this MD&A, no finder's fees have been paid.

STRATEGIC OBJECTIVES AND OUTLOOK

Following the acquisitions of Bibiani and Chirano, the Company's focus is to obtain synergies across its operations to increase productivity and efficiency and to drive long-term growth and profitability. To achieve this goal, the Company is taking actions as described below:

1. Chirano Transition and Business Improvement Plan

Post acquisition, the Company initiated a transition and business improvement plan at Chirano with the objective of increasing gold production and reducing unit operating and sustaining capital costs through the following initiatives:

• Gravity plant design, procurement and installation is advanced, with completion expected October 2023;
• Oxygen addition to the CIL (carbon-in-leach) process is proceeding and an oxygen plant is planned for installation in Q4 of fiscal 2024;

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ASANTE GOLD CORPORATION

Management's Discussion & Analysis

For the three and six months ended July 31, 2023 and 2022 (Expressed in thousands of Canadian dollars, except where noted)

• A pebble crusher has been procured and installed on schedule and throughput capacity has increased from 3.4Mt/y to 3.7Mt/y. Further primary grinding upgrades are planned to be operational in Q4 of fiscal 2024 with the aim of increasing process plant throughput from 3.7Mt/y to 4.0Mt/y;
• Relocation of minor infrastructure and facilities, planned to provide access to and expansion of the Akoti South open pit, and the second cut at the Sariehu open pit is progressing well. Mining from the Mamnao central and south pits is being completed during Q3 of fiscal 2024 and is being replaced by Sariehu and Mamnao north pits. Management expects these initiatives will provide access to incremental resources;
• Studies and associated initiatives are progressing on schedule to be finalised in Q4 of fiscal 2024, with design to improve the current material handling systems at the Northern mines, and deliver ore to the process plant effectively and at lower cost;
• Initiatives to capture synergies to yield benefits related to the supply of principal consumable materials between the Bibiani and Chirano mines are being advanced;
• Other cost saving and productivity improvement initiatives have advanced, with results expected to start later in fiscal 2024;
• Development of Obra (wide orebody), Suraw and the lower Tano underground mines have been accelerated. Underground mining has started earlier than planned at the Obra mine which is supplanting plant feed;
• The Company plans to invest a minimum of $5 million per year in near mine and regional exploration over the next three years with the intention of increasing Chirano's life of mine ("LOM") to 10 years;
• Exploration projects such as the Suraw mine, Obra mine and open pit mining life extension projects at the Sariehu/Mamnao area are progressing as planned to support a robust mining program and extend the mining life; and
• The Company has developed a 10-year operational strategy as part of its LOM extension program which is systematically updated.

1. Bibiani Business Improvement Plan

The Company continues to focus on its business improvement plan at Bibiani with the objective of increasing gold production and reducing unit operating and capital costs through the following initiatives:

• A gravity plant has been installed and is performing as planned with the further installation of a scalping screen to increase gravity gold recovery by 5%. This will be completed during Q4 of fiscal 2024;
• The Oxygen plant has been installed on schedule and has been providing oxygen to the plant since September 2023. In addition, a Mach reactor will be installed to increase oxygen utilization during Q3 of fiscal 2024;
• A pebble crusher has been ordered and will be installed during Q4 of fiscal 2024 with the aim of increasing process plant throughput from 3.0 Mt/y to 4.0Mt/y in the next two years;
• The primary crusher upgrade is planned for completion in Q3 of fiscal 2024;
• Sulphide recovery plant long lead items are in progress with the main items ready to be shipped for installation;
• Upgrades and expansions of the CIL and elution circuits are in progress and expected to be completed by Q1 of fiscal 2025;
• Other cost saving and productivity improvement initiatives have started with implementation planned in Q3 of fiscal 2024;
• The Company has developed a 10-year operational strategy as part of its LOM extension program which is systematically updated; and
• Exploration of near mine targets proved to be successful with the South Russel project, where a starter pit is planned by the end of fiscal 2024.

1. Capturing synergies between Bibiani and Chirano

The Company has commenced initiatives to capture synergies between Bibiani and Chirano as the processing plants are situated approximately 15km apart. These initiatives include development of an access road to directly link the processing plants and increase access for exploration along the highly mineralized Bibiani-Chirano shear. This road will become a mine haul road so that ore can be treated where most appropriate, based upon availability and mineralogy. Asante continues to develop opportunities to share infrastructure and to realize operational cost reductions among its operations.

1. Other focuses

• The Company expects to continue exploration drilling activities in underexplored areas within the Bibiani mining lease, principally the area further south of South Russel and the Pamunu prospect area supported by exploration fieldwork along the Chirano-Bibiani shear zones.
• Extensive geophysical surveys will continue to the north of Bibiani Mine Lease, covering the Donkoto prospecting license.
• Preparatory work for flora and fauna assessment studies are planned to commence on the Kubi Gold Mine in preparation for a biodiversity offset plan as a precursor to environmental permit applications.

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