Axmin Inc Management’s Discussion and Analysis Year ended December 31, 2019

This report is dated as of June 9, 2020. Readers are encouraged to read the Company’s other public filings, which can be viewed

on the SEDAR website (www.sedar.com).

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Throughout 2019, the Company continued to work closely with the Minister of Mining and Geology and other senior officials of theCentral African Republic. In December 2019, a site visit of the Passendro property was held at the invitation of the Minister ofMining and Geology with the Company’s management, the staff from the Company’s local subsidiaries, and local governmentofficials. During the site visit, Company committed to provide funding to assist the local government in purchasing school suppliesand repairing infrastructure. Due to the effect of COVID-19 in 2020, a final amount has not been agreed upon.

In January 2020, the Company learned informally that the exploration and mining permits held by Aurafrique and Somio Toungou have been withdrawn. The Company has not, at the time of this report, received formal notice of any withdrawal. Later in January 2020, the Company was advised by the Minister of Mining and Geology of the Central African Republic to submit a formal request for legal review of the status of the Company’s assets in the CAR. As a result the Company engaged the local law firm, Cabinet Mboligoumba & Associes, to file the request for legal review with the Conseil d’Etat of the CAR. It should be noted that the entire balance of property, plant and equipment related to the Passendro Gold Asset were written off in the Consolidated Financial Statements for the years ended December 31, 2013 as a result of force majeure conditions in the CAR.

In March 2020, the Company received an invitation by the office of the President of the Central African Republic. Due to the impact of COVID-19 on international travel, the meeting has been delayed.

On April 7, 2020, the Counseil d’Etat ruled that while the government of the CAR does not have the authority to withdraw the Aurafrique and Somio Toungou permits, the Conseil d’Etat did not have the jurisdiction to overturn the withdrawal of the permits.

On April 23, 2020, Cabinet Mboli-Goumba & Associes filed another proceeding before the Conseil d’Etat claiming the invalidity of the contested permits deemed granted to one or more companies while this proceedings were on-going. The Company has not received a ruling on this proceeding. The Company is continuing ongoing discussion with CAR government officials to reach a satisfactory resolution of this matter.

As of the writing of this report, AXMIN continues to maintain operations in the Central African Republic, including its office, country manager, supporting staff and continues to be in contact with the local authorities. 

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Senegal Joint Venture

In 2020, for the Sounkounkou permit, Teranga has indicated to the Company that it is expected to spend approximately US$1 M on exploring two BLEG (Bulk Leach Extractable Gold) anomalies, including the following planned activities:

· +/- 3,000 soil samples

· +/- 5,500 m of excavator trenching

· +/- 3,500 m of RC / DD drilling

Full details of the exploration programs at the Senegal JV can be found on the Teranga website at www.terangagold.com.

In July 2019, AXMIN received through SMC, a tax notification from the Senegalese tax authorities. The Senegalese tax authorities considers that AXMIN, as a result of the royalties paid to it by SMC, is required to declare and pay corporate income tax in Senegal. In 2020, AXMIN obtained a tax opinion from the Senegal office of a major global accounting firm that the royalties received by AXMIN cannot be taken as revenues from the exploitation or concession of exploitation of mineral deposits located in Senegal, and therefore, AXMIN concludes that it is not liable for any taxes claimed by the Senegalese tax authorities.