Bear Creek Mining : OTROS HECHOS DE IMPORTANCIA

BEAR CREEK MINING CORPORATION MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023

Introduction

The following Management's Discussion and Analysis ("MD&A") of Bear Creek Mining Corporation (the "Company" or "Bear Creek") was prepared on November 22, 2023. This MD&A is intended to help the reader understand the significant factors that influence the Company's performance and such factors that may affect its future performance. This MD&A should be read in conjunction with the interim condensed consolidated financial statements of the Company for the three and nine month period ended September 30, 2023. The Company's interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. All dollar amounts are expressed in United States dollars unless otherwise noted. Additional information relating to the Company, which is not part of this MD&A, including the Company's Annual Information Form ("AIF") filed on April 20, 2023, is available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedarplus.ca.

Bear Creek is engaged in producing and selling gold and silver and exploring and developing precious and base metal properties. On April 21, 2022, the Company acquired a 100% interest in the Mercedes gold mine ("Mercedes") in the state of Sonora, Mexico. In Peru, the Company is advancing its 100%-owned Corani silver-lead-zinc project towards development and has other early-stage exploration projects.

The mining and exploration business involves a high degree of risk, and there can be no assurance that current mine production, exploration, and development projects will be profitable. A description of significant business risks may be found in the Company's AIF for the year ended December 31, 2022, filed on SEDAR.

National Instrument 43-101 ("NI 43-101") Disclosure

Except as indicated below, the information provided in this MD&A related to the Company's mineral projects is based on work programs and initiatives conducted under the supervision of Andrew Swarthout, AIPG Certified Professional Geologist and a Qualified Person as defined in NI 43-101. Mr. Swarthout is a director of the Company.

Firmado Digitalmente por:

PAUL CHARLES TWEDDLE RISSO1 Fecha: 23/11/2023 08:05:50 p.m.

Contents

1. Highlights
2. Mercedes Mine
   2.1) Operation Highlights
   2.2) Operating Costs
   2.3) Exploration
   2.4) Outlook
   2.5) Gold Purchase Agreement and Streams
3. Development Projects
   3.1) Corani Silver-Lead-Zinc Project
4. Exploration Projects
   4.1) Tassa Prospect
   4.2) Generative Exploration
5. Results of Operations
6. Liquidity and Capital Resources
7. Non IFRS Measurements
8. Related Party Transactions
9. Accounting Policies
10. Key Accounting Estimates and Judgments
11. Forward-LookingInformation
12. Cautionary Note to US Investors
13. Disclosure Controls and Procedures

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1. Highlights Corporate Developments:

On June 30, 2023, the Company signed and entered into an amended agreement with Equinox to convert the Mercedes Acquisition Payment of approximately $26 million into a convertible debenture (the "Equinox Convertible Debenture"), which was subject to approval from the Company's Shareholders and TSX Venture Exchange ("TSX-V"). On September 21, 2023, the Company held a Special Meeting of Shareholders and 57 percent of shares eligible to be voted were cast and the Resolution was passed by 88.9% of votes cast at the Meeting. The Note of $26.6 million was issued on October 19, 2023 but remains subject to final approval by the TSX-V, which is expected by the year end. The Equinox Convertible Debenture matures on the fifth anniversary of the issuance date ("Maturity Date"), with all of outstanding, accrued and unpaid interest due on this date. Interest will accrue monthly on the unpaid Equinox Convertible Debenture balance at a rate equal to 7% per annum. The Company is required to make monthly interest payments in the amount of $0.16 million to Equinox Gold with the balance of the principal and accrued interest payable in full on the Maturity Date. At any time prior to maturity, Equinox may elect to convert the Equinox Convertible Debenture into common shares of the Company at a price of CDN$0.73 per share the "Equinox Conversion Price". The Company may elect to prepay any portion of the Equinox Convertible Debenture at any time after the second anniversary of the issuance date up until the Maturity Date, provided that, if at the time of such voluntary prepayment, the volume weighted average price ("VWAP") of the Company's common shares for the 10 trading day ending on the last trading day before the date of such prepayment is greater than the Equinox Conversion Price, a top up cash payment representing the option value from the difference between those amounts shall be paid by the Company to Equinox in addition to the voluntary prepayment amount. During the nine months period ended September 30, 2023, the Company accrued a total of $2.2 million as interest payable and paid a total of $1.4 million to Equinox.

On July 21, 2023, the Company completed a non-brokered private placement of 16.7 million common shares for gross proceeds of CDN$8.2 million.

On September 13, 2023, the Company entered into a short term loan via a Promissory Note with Equinox Gold ("Short Term Loan") in the amount of $1.3 million, effective September 7, 2023. The loan bears interest at 13% with interest calculated daily and the outstanding balance (interest and principal) is payable on January 7, 2023.

On September 28, 2023, the Company announced a restructuring of its current stream and debt obligations with Sandstorm Gold Ltd. and its subsidiaries (collectively, "Sandstorm"), which, upon receipt of the regulatory approval from TSX-V, is expected to be effected by way of a restructuring agreement (the "Restructuring Agreement"). Under the Restructuring Agreement, effective January 1, 2024, gold deliveries pursuant to the Sandstorm Gold Stream are expected to be reduced from 600 oz per month to 275 oz per month and silver deliveries pursuant to the Nomad Silver Stream are expected to be fully suspended until April 2028. The Nomad Gold Stream has now been fully completed and no further quarterly gold payments are due in respect thereof. Consideration to Sandstorm in exchange for the stream amendments will consist of a 1.0% net smelter returns ("NSR") royalty on Corani, which contains one of the world's largest fully permitted silver deposits; and payment of up to $10 million in the form of common shares of Bear Creek (each, a "Common Share"), provided that Sandstorm will own no more than 19.99% of Bear

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Creek's issued and outstanding Common Shares on a post-closing basis (the "Consideration Shares"). Company is expected to issue common shares to Sandstorm once it gets the approval form TSX-V. If the value of the Bear Creek common shares issued to Sandstorm as consideration under the Restructuring Agreement is less than $10 million (the "Consideration Shortfall"), then Sandstorm has agreed to increase the principal amount of Refinanced Sandstorm Note (as defined below), such that the total value of the issued Bear Creek common shares and the incremental increase in principal amount equals $10 million. The Consideration Shortfall is approximately $4.3 million.

Pursuant to the Restructuring Agreement, Sandstorm is expected to refinance its $22.5 million convertible debenture into a 5-year convertible promissory note bearing interest at 7% per year and convertible into common shares of Bear Creek at a strike price of CDN$0.73 per share (the "Refinanced Sandstorm Note"). The Refinanced Sandstorm Note is expected to have a maturity date of September 22, 2028 and be secured by first lien pledges on the assets of Mercedes, Bear Creek's equity interests in Mercedes and Corani; and Sandstorm is also expected to refinance its $9 million secured loan (the "Sandstorm Secured Loan") that was acquired by a wholly-owned subsidiary of Sandstorm (previously the "Auramet Loan"), into a second 5-year convertible promissory note (the "Second Refinanced Sandstorm Note") on the same terms as the Refinanced Sandstorm Note. As disclosed above, the principal amount of this promissory note is expected to be increased by the amount of the Consideration Shortfall of $4.3 million. In connection with the Restructuring Agreement, Sandstorm has agreed to make up to $8 million in additional credit (the "Interim Credit") available to Bear Creek under the Sandstorm Secured Loan prior to August 31, 2024, subject to certain conditions. Any amounts drawn from the Interim Credit are expected to be added to the principal amount of the Second Refinanced Sandstorm Note. The Restructuring Agreement has been submitted to the TSX-V for conditional approval and is expected to close by the year end. The Company has drawn $3.3 million on this facility as of November 22, 2023.

On October 5, 2023, the Company completed a bought deal financing 27.2 million units, with each unit comprising of one common share and one share purchase warrant (exercisable to redeem one common share until October 5, 2028) for gross proceeds of CDN$9.5 million.

On November 7, 2023, appointed Ms. Sandra Daycock and Ms. Susan Toews as directors of the Company effective immediately. Mr. Brian Peer also joined the Company in the position of Chief Operating Officer.

The Company is revising its 2023 annual production guidance to 39,000 - 45,000 gold equivalent ounces from the guidance issued of 45,000 - 55,000 gold equivalent ounces at the end of Q2 2023, with all other guidance remaining unchanged.

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2) Mercedes Mine

Mercedes is located in the state of Sonora, northwest Mexico, within the Cucurpe municipality (30 19'47" N latitude and 110 29'02" W longitude). The Mine is located 250 km northeast of Hermosillo, Sonora's capital city, and 300 km south of Tucson, Arizona, United States.

Mercedes is a mechanized, ramp-access underground mine with five underground mining areas: Marianas, San Martin, Lupita, Diluvio, and Rey de Oro. Ore is hauled to the surface and stockpiled on the surface near the individual portals. Ore from the San Martin, Lupita, Diluvio, and Rey de Oro mines is subsequently hauled to a common stockpile area near the jaw crusher.

The ore processing at Mercedes consists of conventional milling and processing to recover gold and silver. Ore is crushed in three stages and fed to a mill. Milled ore undergoes agitated leaching, counter-current decantation, Merrill-Crowe precipitation, and smelting. A gravity concentration circuit is also present but is generally not used. Recoveries over the 2016 to 2022 period averaged 95% for gold and 36% for silver. Tailings undergo cyanide detoxification before deposition or being used as backfill in the mine.

2.1) Operation Highlights

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2.2) Operating Costs

1. Total Operating Costs, net of Capitalized Items, is a Non-IFRS measurement and is reconciled to production costs in Section 7.
2. The column for nine months ended September 30, 2022, contains information starting from the Mercedes acquisition date of April 21, 2022.

One Lost Time Incident ("LTI"), one Restricted Work Incident ("RWI"), and no Medical Treatment Incidents ("MDI") were incurred during the reporting period. No reportable environmental incidents occurred during the reporting period.

During Q3 2023, Mercedes continued to achieve production below the quarterly guidance. Delays in development earlier in the year and associated poor ground conditions in some areas continued to impact Mercedes' operations during Q3 2023, although development began to improve during the quarter. However, poor ground conditions in Marianas required the development of an unplanned bypass ramp and parallel ventilation ramp and the focus on development works continued to manifest in lower grades available to be processed as the Company continued to catch up on development in the mine. Q3 2023 mine development continued to improve sequentially, yielding a 31% (1,364m to 1,791m) increase in development from Q2 2023.

The change to bulk mining methodologies (room and pillar mining at San Martin and sub-level stoping at Marianas) has proven beneficial with the increase in efficiency of the development work as more tons of ore become available per meter of development. However, due to the poor rock quality in some areas, the mining methods in use continue to be evaluated in an effort to minimize excessive dilution. The Company continued using long-hole open stoping and cut and fill in the remaining operating areas. These methodologies are chosen to align with the structural and geologic characteristics of the deposits.

Changes in mining methods implemented from May 2023 onwards have significantly impacted mining costs. The May to September average mining cost per tonne of ore mined has declined by 15% to an average of $68.37 from $80.84 in the year's first four months. The Company aims to reduce the dilution, and thereby significantly reduce the cost per ounce of gold equivalent ounces

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produced. An improved cost per ounce of gold produced is expected during Q4 2023, focusing on optimized mining methodology, implementation of more substantial supervision and controls to improve blasting and ground control. This cost reduction, however, will be somewhat affected by the accelerated development work being done to open additional higher grade operating faces. The table below provides information on the monthly mining costs and the change in per tonne costs due to revised mining methods in May 2023.

The following table reconciles the mining cost to the Total Operating Costs, Net of Capitalized Items, for the period ended September 30, 2023.

1) Total Operating Costs, net of Capitalized Items, is a Non-IFRS measurement and is reconciled to production costs in Section 7.

Tailings Storage Facility 3 ("TSF3") planning continued as the Company waited for permit approval. Permits for TSF3 continue in the permitting process with some delays. However, the land use change permit is expected during Q4 2023, with payment and submission completed with the Environmental Authority. Contingency plans for underground deposition are progressing with consideration of utilizing old mining areas and the use of excess capacity on Tailings Storage Facility 1 ("TSF1"). Contingency plans are being developed to maintain operations if further delays are encountered in the permitting process.

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2.3) Exploration

The Company increased delineation drilling during Q3 2023 and focused on advances within the mines. Delineation drilling in Marianas has shown significant intercepts well above reserve grade. Delineation drilling also progressed in Rey de Oro, Diluvio, and Lupita. Ongoing geological interpretation of Marianas and Rey de Oro seeks to understand better the nature and significant upside potential of these deposits.

An aggressive exploration drilling program on Marianas Deep, Marianas Extension, and the San Martin Displacement has been planned and is scheduled to restart in Q4 2023.

2.4) Outlook

The new geological modeling, revised reserve block modeling, mining methodology optimization, and mine sequencing are progressing well. Aggressive delineation drilling is ongoing, providing the Company with the means to convert resources to reserves while continuing with production. The continued focus on development and delineation drilling and the restart of exploration support the plans for medium and long term production. The Company is revising its 2023 annual production guidance to 39,000 - 45,000 gold equivalent ounces from the guidance issued of 45,000

• 55,000 gold equivalent ounces at the end of Q2 2023, with all other guidance remaining unchanged. The Company expects that the impact of the drilling results, mining methodology optimization, implementation of increased supervision, and controls to improve blasting and ground control will put us safely within the expected revised production range.

Overall, mining progress within San Martin was slightly less than expected due to development and service installation delays. However, the causes mentioned above for delays have been principally addressed. Tonnes mined from the San Martin deposit increased from 400 to almost 600 tonnes daily during Q3 2023, with improvement expected in continuing into Q4 2023. The Company is targeting an increase to an average of over 800 tonnes per day in Q4 2023 as the available working faces increase. It is also anticipated that the grade will increase as development enters into the higher grade core of the ore body. The San Martin deposit contains 303,000 tonnes in Measured and Indicated Resources at an average grade of 6.9 g/t gold. It is projected to account for over 50% of Mercedes' gold production in Q4 2023.

The Company will continue with development work in Marianas to provide access to high-grade production areas. The development includes establishing mine services including electricity, ventilation, and dewatering. As well as exploration drilling, additional development is underway to provide good access for continued delineation drilling to convert resources to reserves. The Marianas deposit is expected to strongly contribute to 2024 production and is a vital component of the Company's longer-term plans for Mercedes. Marianas is located on the prolific Mercedes structural trend, which has contributed over 3.5 million tonnes of ore and over 580,000 ounces of gold to the mine's historical production since 2011. Our understanding of the deposit is evolving with additional delineation drilling and projected surface exploration drilling stepping out both along strike and below the existing Marianas workings. The discovery of several new veins and the intersection of zones of intense structural complexity, including hydrothermal breccias that contain gold mineralization at significantly higher grades than the current reserve grade, indicate that the higher temperature sources of mineralization are being approached. This also shows a strong potential for additional ore along strike and at depth. The Marianas deposit remains open

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along strike and depth, and the structural trend continues virtually unexplored for an additional 4 km within the Mercedes' property.

The Company is also advancing the development of the Rey de Oro mine. Delineation drilling and the appointment of a development contractor are underway. Production from Rey de Oro is expected to commence during Q4 2023.

The Company continues to evaluate the potential impacts of the decree reforming various provisions of the Mexico's mining law (the "Decree"), which was published in the Official Gazette and became law on May 9, 2023. Full details are expected once the components of the regulation are enacted. Bear Creek has received a stay from the Mexican courts (an "Amparo") against the new mining law while the Amparo process continues. A favorable final ruling on the Amparo would protect the Company from the application of the new mining law on the Company. This process will likely take several more months before a final ruling.

2.5) Gold Purchase Agreement and streams

Sandstorm Gold Purchase Agreement

On April 21, 2022, Sandstorm provided the Company with $37.5 million. In exchange, the Company agreed to sell to Sandstorm 600 ounces of refined gold per month for 42 months (a total of 25,200 ounces) at a price equal to 7.5% of the London Bullion Market Association's PM fix for the day before the delivery date. On May 11, 2023 Sandstorm provided the Company with an additional $5 million in exchange for 600 ounces per month for an additional seven months (600 ounces per month for 49 months, totaling 29,400 ounces). After 29,400 ounces have been delivered, the Company will sell to Sandstorm 4.4% of gold produced by Mercedes at a price equal to 25% of the London Bullion Market Association's ("LBMA") PM fix for the day before the delivery date.

On September 28, 2023, the Company announced that it has restructured the Sandstorm gold purchase agreement, as part of which beginning January 1, 2024, the Company's obligatory delivery of gold will decrease from 600 ounces to 275 ounces per month. The last delivery is expected to be made in April 2028 and the Company will receive 25% cash payment for all deliveries made to Sandstorm between January 1, 2024 - April 30, 2028.

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Deliveries made and outstanding balances are set out in the table below:

This agreement was recognized by the Company as deferred revenue to be recognized as revenue over the term of the agreement. As of the Date of this MD&A, the Company has 18,000 ounces remaining to be delivered. The value repaid represents 92.5% of the value of the metal delivered, which is 600 ounces times the LBMA's PM fix price for the day prior to the metal delivery.

Nomad Royalty Company Ltd. gold prepay agreement

On April 21, 2022, as part of the Mercedes acquisition, the Company assumed a gold prepay agreement with the Nomad Royalty Company Ltd. ("Nomad"). Under the terms of the gold prepay agreement, the Company is required to deliver a notional amount of 1,000 ounces of gold quarterly if the gold price is between $1,350 and $1,650 until 5,400 ounces have been delivered. If the gold price per ounce is above $1,650, the Company must deliver 900 ounces quarterly rather than 1,000 ounces. If the gold price per ounce is below $1,350, the Company must deliver 1,100 ounces rather than 1,000 ounces. Upon assumption on April 21, 2022, the remaining obligation ("Uncredited Balance") under this contract was 5,400 ounces of gold, to be delivered to Nomad.

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