AntioquiaGold Inc

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MANAGEMENT DISCUSSION AND ANALYSIS 20/11/2018

Form 51-102F1
MANAGEMENT DISCUSSION AND ANALYSIS

For the nine months ended September 30, 2018

The following management discussion and analysis (“MD&A”) of the consolidated financial position of Antioquia Gold Inc. (the “Company” or “Antioquia”) should be read in conjunction with the Company’s consolidated financial statements for the nine months ended September 30, 2018.

The date of this Management’s Discussion and Analysis is November 20, 2018.

All dollar figures in this MD&A, unless otherwise stated, are expressed in Canadian dollars.

Forward-looking Information

Certain statements contained in the following MD&A constitute forward-looking statements. Such forward-looking statements involve a number of 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 actual future results and achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. Readers are also advised to consider such forward-looking statements while considering the risks set forth below.

Caution Regarding Forward Looking Statements

Except for statements of historical fact relating to the Company, certain information contained in this MD&A constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information in this MD&A includes, but is not limited to, statements with respect to the potential of the Company’s properties; the future price of gold; success of exploration activities; cost and timing of future exploration and development; the expectation of gold recoveries; the planned focus of activities at the Company’s Cisneros Project (as hereinafter defined); the Company’s plans with respect to its Strategic Properties (hereinafter defined); requirements for additional capital; and other statements relating to the financial and business prospects of the Company.

Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases. Forward-looking information may also be identified in statements where certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made.

Forward-looking information is inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to:

• The Company’s goal is to create shareholder value by concentrating on the development of properties that have the potential to contain economic gold and other precious metals;
• The Company’s anticipated plans regarding exploration and development for the Cisneros Project in particular, the timing, and the amount of the expected exploration evaluation and construction budget;
• Management’s assessment of future plans for the Company’s projects in Colombia;
• Management’s economic outlook regarding future trends;
• The Company’s ability to meet its working capital needs at the current level in the short term;
• Expectations with respect to raising capital;
• Sensitivity analysis on financial instruments may vary from amounts disclosed; and
• Governmental regulation and environmental liability.

In addition, the Company has also made certain assumptions that the Company believes are reasonable. These assumptions include, but are not limited to, the actual results of exploration projects being equivalent to or better than estimated results than prior exploration and results, future costs and expenses being equivalent to historical costs and expenses (adjusted for inflation), and the ability of the Company to obtain additional financing.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, other factors could also cause materially different results. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Antioquia Business

Antioquia Gold Inc. (the “Company” or “Antioquia”) is a mineral exploration, evaluation and development stage Company engaged in exploration, evaluation and development of primarily gold resource properties in Colombia. The Company has its corporate headquarters in Toronto, Canada with operations and office and field facilities located in Colombia. The Company trades on the TSX-V under the symbol “AGD” and on the OTC pink sheets.

The Company has plans to explore and develop its Cisneros Project in Colombia which totals 5,794 hectares of mineral leases.

Additional information relating to Antioquia, Antioquia’s business and activities, including Antioquia’s most recently filed annual information form can be found on SEDAR at www.sedar.com and on the Company’s website at www.antioquiagoldinc.com.

Corporate History, Background and General Development

Antioquia Gold Inc. was formerly known as High American Gold Inc. which was originally formed pursuant to an amalgamation agreement dated April 25, 1997 involving Stromatalite Resource Corp. and Intex Mining Company Limited.

On July 30, 2008, Antioquia Gold Inc. completed a transaction (the “Am-Ves Transaction”) with Am-Ves Resources Inc. (“Am-Ves”), a company incorporated under the laws of Alberta on January 19, 2006. On July 30, 2008, the Company acquired 100% of the outstanding shares of Am-Ves. This transaction was accounted for as a reverse takeover where the shareholders of Am-Ves acquired control of Antioquia Gold Inc. On March 31, 2009 Antioquia Gold Inc. and Am-Ves were amalgamated under the laws of Alberta and now operate under the name Antioquia Gold Inc.

As part of the Am-Ves Transaction, 6,129,100 common shares issued to certain shareholders of Am-Ves were placed into escrow pursuant to an escrow agreement entered into among the Company, certain shareholders, and the Company’s transfer agent and became subject to a staggered release from escrow over a period of three years. The final 15% held in escrow were released on August 5, 2011.

On March 24, 2016 Antioquia continued under the laws of British Columbia.

The Company owns 100% of Antioquia Gold Ltd., a Barbados company, which in turn has a branch registered to conduct business in Colombia, South America. On December 2, 2009, the Company completed the 100% acquisition of Ingenieria Y Gestion Del Territorio S.A. (“IGTER”), a company incorporated under the laws of Colombia. All the mineral exploration activities of the Company are in Colombia.

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