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Management Discussion and Analysis For the three and six months ended June 30, 2021

Management Discussion and Analysis For the three and six

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Page 1: Management Discussion and Analysis For the three and six

Management Discussion and Analysis For the three and six months ended

June 30, 2021

Page 2: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

1

MANAGEMENT’S DISCUSSION AND ANALYSIS .............................................................................................. 2

COMPANY OVERVIEW ............................................................................................................................................ 2

Q2 2021 HIGHLIGHTS .............................................................................................................................................. 3

EXPLORATION ........................................................................................................................................................ 11

RESULTS OF OPERATIONS ................................................................................................................................ 16

SUMMARY OF QUARTERLY RESULTS ............................................................................................................ 19

FINANCIAL POSITION............................................................................................................................................ 20

LIQUIDITY AND CAPITAL RESOURCES ........................................................................................................... 21

COMMITMENTS AND CONTINGENCIES ........................................................................................................... 26

OFF-BALANCE SHEET ARRANGEMENTS ....................................................................................................... 27

FINANCIAL INSTRUMENTS AND CRITICAL ACCOUNTING ESTIMATES ................................................. 27

RELATED PARTY TRANSACTIONS ................................................................................................................... 27

RISKS AND UNCERTAINTIES .............................................................................................................................. 28

NON-IFRS MEASURES .......................................................................................................................................... 28

OUTSTANDING SHARE DATA AS OF AUGUST 4, 2021 ............................................................................... 31

INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES ......................................................................................................................................................... 31

QUALITY CONTROL ............................................................................................................................................... 31

QUALIFIED PERSON .............................................................................................................................................. 32

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION .............................................. 32

Page 3: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

2

MANAGEMENT’S DISCUSSION AND ANALYSIS The following discussion of the results of operations and financial condition of Harte Gold Corp. (“Harte Gold” or the “Company”) prepared as of August 4, 2021, summarizes management’s review of the factors that affected the Company’s financial and operating performance for the three and six months ended June 30, 2021, and the factors reasonably expected to impact future operations and results (“Management’s Discussion and Analysis of Financial Condition and Results of Operations” or “MD&A”).

This MD&A should be read in conjunction with the Company’s unaudited condensed interim financial statements and the notes thereto for the three and six months ended June 30, 2021 and 2020 (“Financial Statements”), which were prepared in accordance with International Financial Reporting Standards (“IFRS”) and its interpretations adopted by the International Accounting Standards Board (“IASB”) and, except where noted in the Financial Statements, follow the same accounting policies and methods as described in note 2 to the Company’s audited financial statements as at and for the years ended December 31, 2020 and 2019, available under the Company’s profile on SEDAR at www.sedar.com.

This MD&A contains forward-looking statements that are based on management’s current expectations, are not historical in nature and involve risks and uncertainties. Forward-looking statements are not guarantees as to Harte Gold’s future results as there are inherent difficulties in predicting future results. Accordingly, actual results could differ materially from those expressed or implied in forward-looking statements (please see “Cautionary Note Regarding Forward-Looking Information” below).

The Financial Statements and the Company’s Annual Information Form are available under the Company’s profile at www.sedar.com and on the Company’s website at www.hartegold.com. All amounts disclosed are in Canadian dollars unless otherwise noted.

COMPANY OVERVIEW

Harte Gold is engaged in the acquisition, exploration, evaluation, development and mining of mineral resource properties. Harte Gold’s primary focus is its wholly-owned Sugar Zone Mine, located 30 km north of White River, Ontario. The Company was incorporated in Ontario on January 22, 1982 and is a reporting issuer in the Provinces of Ontario, New Brunswick, Saskatchewan, Alberta and British Columbia. The common shares of the Company trade on the Toronto Stock Exchange under the symbol “HRT”, on the Frankfurt Stock Exchange under the symbol “H4O”, and on the OTC market under the symbol “HRTFF”. The head office and principal address of the Company is 161 Bay Street, Suite 2400, Toronto, Ontario, M5J 2S1.

Page 4: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

3

Q2 2021 HIGHLIGHTS

1) Non-IFRS measure. Refer to definition of non-IFRS measures below for a reconciliation.

On March 30, 2020, the Company temporarily suspended operations at the Sugar Zone Mine due to the COVID-19 pandemic. Mining operations resumed on July 16, 2020. There was therefore no operational activity in Q2 2020.

Operations

• Gold production: Total production of 11,283 oz Au for Q2 2021 compared to 11,776 oz Au in Q1 2021. Production was adversely affected by a six-day mill closure towards the end of June 2021 due to a workplace transmission of COVID-19. Subsequent to the announcement, the workplace transmission was well contained and the Company is facing no further adverse effects.

• Mine capital development: Averaged 10.0 metres per day in Q2 2021 compared to 14.0 metres per day in Q1 2021. Mine capital development at the Middle Zone was temporarily suspended, to manage cash liquidity and support the Strategic Review Process. Development at the Middle Zone will resume on completion of the Strategic Review Process.

• Ore tonnes processed: Average throughput rate of 674 tonnes per day (tpd) for Q2 2021 compared to 716 tpd in Q1 2021.

• Head Grade: 6.1 g/t Au, compared to 6.1 g/t Au in Q1 2021.

3 months ended June 30 March 31 December 31 September 30

Units 2021 2021 2020 2020

Operating PerformanceOre Tonnes Processed Tonnes 61,354 64,418 46,288 36,367Average Daily Throughput tpd 674 716 503 649Head Grade g/t 6.1 6.1 7.7 5.7Recovery % 94.1% 93.7% 95.0% 93.4%Gold Ounces Produced oz 11,283 11,776 10,835 6,218Gold Ounces Sold oz 11,855 12,349 9,228 4,882

Key Financial DataRevenues, net 000 $ 26,054 27,368 21,950 12,215Mine Operating Cash Flow1 000 $ 9,343 9,152 8,679 4,690EBITDA1 000 $ 3,101 1,606 1,935 (677)Net income / (loss) 000 $ (920) 5,833 10,562 (11,750)Net increase / (decrease) in cash 000 $ (9,184) 12,806 (13,185) 16,511Cash on hand at end of period 000 $ 11,870 21,054 8,248 21,433

Key StatisticsAverage Realized Gold Price1 US$/oz 1,798 1,768 1,843 1,898Realized Gold Price After Hedge1 US$/oz 1,631 1,491 1,547 1,374

Cash Operating Cost C$/tonne processed 277 287 291 210

Cash Cost1 US$/oz 1,159 1,183 1,122 1,177AISC1 US$/oz 2,033 1,916 2,882 2,197

Page 5: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

4

• July 2021 Production:

o July production continues to trend positively:

• Monthly production totaled 6,133 ounces, the highest monthly production on record.

• Average process plant throughput for July was 905 tpd, a significant increase over the rate in previous quarters.

o Contributing factors for a positive trend in production included:

• Ongoing progressive north and south zone capital development, ore sill development and accelerated longhole production drilling, while managing the current liquidity constraints.

• A moderate surface stockpile developed due to temporary shutdown of the mill in late June allowed the mill to restart at maximum permitted throughput rates during the start of July.

• An increase in average grade processed to 7.2 g/t as higher-grade areas of the mine are accessed, combined with positive grade reconciliation.

o The mine is currently in a 3-to-4 month cycle with a higher number of available working ore faces than previous quarters. This has provided for greater stoping flexibility and allowed the Company to mine and process a greater portion of higher grade longhole stope ore relative to lower grade sill ore.

Financial

• Revenues: $26.1 million in revenue from 11,855 ounces sold for Q2 2021 compared with $27.4 million from 12,349 ounces sold in Q1 2021

• Net earnings/(loss): $0.9 million net loss in Q2 2021 compared with net earnings of $5.8 million in Q1 2021

• Mine Operating Cash Flow1: $9.3 million in Q2 2021 compared with $9.2 million in Q1 2021.

• Gold hedge impact: Incurred $2.4 million expense in Q2 2021 for the settlement of 4,800 ounces hedged. Average Realized Gold Price1 after hedge in Q2 2021 was US$1,631/oz.

• EBITDA1: $3.1 million for Q2 2021 which increased from $1.6 million in Q1 2021.

• Cash Cost 1: US$1,159/oz in Q2 2021.

• AISC1: US$2,033/oz in Q2 2021.

• Mine Capital development: Prioritized mine development in north and south zones only, $6.5 million invested in Q2 2021.

• Liquidity position: Cash on hand at June 30, 2021 was $11.9 million ($8.2 million at December 31, 2020). Based on the Company’s updated outlook and guidance for 2021, the Company will require additional funding within the next few months. The Company’s liquidity position is further discussed below under “Liquidity and Capital Resources”.

1 Mine Operating Cash Flow, EBITDA, Average Realized Gold Price, Cash Cost, and AISC are non-IFRS measures, refer to the definitions of non-IFRS measures below for a reconciliation.

Page 6: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

5

Exploration

• A new greenfield mineralized area has been discovered around the Hambleton area, named the “007 Showing”, situated 8.5 km northwest of the Sugar Zone Mine.

• The discovery of the 007 Showing was a result of the Company’s ongoing systematic process to concentrate exploration efforts on priority areas across the highly prospective 81,287 hectare land package.

• Channel sampling at the 007 Showing is underway, initial results have returned anomalous gold values of up to 4.4 g/t Au. Further assays are pending.

• At the TT8 Zone, further drilling has expanded mineralization from the previously defined 600 metre strike length to over 3,000 metres, extending mineralization to the south towards the Big Bear showing.

• Selected assays from recent drilling at the TT8 Zone include:

o Hole TT8-21-34: 13.6 g/t Au over 0.61 metres

o Hole TT8-21-37: 70.9 g/t Au over 0.36 metres

o Hole TT8-21-38: 135.0 g/t Au over 0.33 metres

• An integrated 3D geological model to generate and advance regional targets has now been developed.

• The geological model includes all property-wide geochemical, structural, lithological and geophysical data for the Sugar Zone property.

Safety

• The Company announced a workplace transmission of COVID-19 at the Sugar Zone mill facilities on June 22, 2021. The workplace transmission was confined to three employees and the Company’s workplace protocols were implemented, including contact tracing and self-isolation. Mill operations were suspended for 6 days due to the outbreak.

• No lost time incidents were reported in Q2 2021.

Corporate

• The Company initiated a Strategic Review Process (the “Strategic Review Process”) in May 2021 to explore, review and evaluate a broad range of alternatives (which could include the restructuring of its long-term debt and reviewing other potential strategic alternatives) focused on ensuring financial liquidity and to fund accelerated life-of-mine capital critical for a sustainable 800 tpd process rate as well as a platform necessary to launch expansion towards a 1,200 tpd process rate.

• On July 20, 2021, the Company announced that, in order to support the continuation of the Strategic Review Process, the Board established a Special Committee, comprised of the Company’s independent directors, Joseph Conway and Douglas Cater and that the Company received resignations from Appian’s nominees to the Board (Michael Scherb, Geoffrey Cohen and Igor Gonzales). The resignations were effective immediately.

Page 7: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

6

Liquidity and Capital Resources

• The Company ended Q2 2021 with a cash balance of $11.9 million.

• Agreement was reached with BNP to facilitate the continuation of the Company’s Strategic Review Process through BNP’s agreement to refrain from enforcing its rights and remedies under the BNP Debt Facilities arising out of or relating to certain defaults or events of default.

o On June 30, 2021, the Company obtained a 30-day waiver of its financial covenant requirements pursuant to the BNP Debt Facilities. In addition, BNP deferred the due date of (i) the principal and interest payments under the BNP Debt Facilities originally scheduled for June 30, 2021, and (ii) the settlement payment under the gold hedge program originally scheduled for July 2, 2021 to July 30, 2021.

o On July 30, 2021, the Company entered into a forbearance agreement with BNP (the “Forbearance Agreement”) pursuant to which BNP agreed, subject to certain terms and conditions, to refrain from enforcing its rights and remedies under the BNP Debt Facilities (including scheduled principal, interest and gold hedge payments) until September 30, 2021. BNP also agreed, subject to the terms of the Forbearance Agreement, to forbear from exercising its rights and remedies under the BNP Debt Facilities in respect of or arising out of or relating to certain defaults or events of default under the BNP Debt Facilities, including financial covenant breaches, which are anticipated to occur prior to September 30, 2021, until the earlier of (i) September 30, 2021, and (ii) the occurrence or existence of any terminating event, which includes bankruptcy events, defaults not covered by the Forbearance Agreement and other customary terms.

• On August 3, 2021, the Company received notice from Appian that events of default have occurred under the Appian Debt Facility and related financing agreements. Among other alleged events of default, Appian cite the Company’s default under the BNP Debt Facilities which triggers a cross-default under the Appian financing agreements. Pursuant to the terms of the Intercreditor Agreement dated August 28, 2020 between Harte Gold, Appian and BNP, Appian is prohibited, without the prior written consent of BNP, from taking any Enforcement Action (as defined in the Intercreditor Agreement) until a minimum of 135 days has passed from the date on which Appian delivers a notice to BNP. The terms of the Appian Debt Facility provide for default interest at a rate per annum equal to 19.0% from the date of default.

• To support the continuation of the Strategic Review Process, the Company is actively managing its liquidity and capital resources, including reducing certain sustaining and expansion capital expenditures, which may adversely impact production over the next six months. The Company does not expect that it will generate sufficient cash from operations in the next 12 months to fully fund planned investment activities and debt service obligations.

• There can be no assurance that the Strategic Review Process will result in any transaction, whether BNP will continue to forbear from exercising its rights and remedies on expiry of the Forbearance Agreement or what the terms or timing of such a transaction or such continued forbearance might be, or that the Company will be able to continue as a going concern.

Page 8: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

7

REVISED 2021 OULOOK AND GUIDANCE

In order the ensure sufficient liquidity to support the Strategic Review Process, the Company has deferred the implementation of various mitigation measures that were aimed at addressing the production variance from plan experienced to date in 2021. The Company has also reduced certain sustaining and expansion capital expenditures, which may adversely impact production over the next six months. At this time, the Company is unable to provide updated 2021 production guidance as the Strategic Review Process continues to evolve, but believes its revised 2021 guidance, issued on May 13, 2021, is at risk and may not be achieved.

The Company will provide further updates on guidance as appropriate.

OPERATING SUMMARY

Operational Summary: Q2 2021

From an operational perspective for Q2, mill production remained essentially plateaued, somewhat exacerbated by the June COVID-19 mill shutdown, and mine production increased marginally by 5% quarter on quarter in addition to past successive quarterly improvements from Q3 2020 to Q1 2021. The key production lead indicators remain capital and ore development coupled with longhole drilling while the ultimate lag indicators remain mined ore tonnes, which averaged approximately 698 tpd for the quarter and tonnes processed averaged 674 tpd for the quarter.

The fundamental causes of production variance remain consistent with what the Company has previously communicated and include:

• Higher than planned labour shortfall, particularly with underground labour.

• Criticality of accelerating definition infill drilling to increase confidence in ore grade distribution and improve mine planning flexibility.

• Necessity of increasing mine capital development to increase the number of working faces and thereby improving stoping flexibility.

• Less than desirable condition of select gear of the mobile fleet, notably 2 yd3 LHDs, and the necessity to improve maintenance downtime.

The Company has a clear plan to improve these measures, de-risk planning, significantly increase mine flexibility and unlock potential additional ore tonnes. In order to execute on this plan, the Company has initiated a Strategic Review Process in order to explore all options to secure the financial liquidity to achieve these targets.

The following outlines selected metrics the Company has historically reported as key indicators to overall mine success.

Operational Summary: July 2021

July metrics were a notable advancement over Q2 metrics on several fronts due to the culmination of several H1 2021 operational improvement activities including a prioritization of waste and sill development providing an increase in the number of working areas for July, coupled with a larger portion of longhole ore

Page 9: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

8

stoping compared with sill ore development. While metrics for July were significantly more positive, the mine is currently in a positive trend of the cycle expected over the next 3 to 4 months and the Company expects mine production to then return to levels observed during the first half of 2021, in the absence of executing on a plan to accelerate mine capital development, increase infill drilling and backfill the current labour workforce vacancies with fulltime employees.

Mine Capital Development

Mine capital development averaged 10.0 metres per day in Q2 2021, down from 14.0 metres per day in Q1 2021. The variance was due to the reduction of available development areas, including completion of the top ramp in April and the decision to temporarily suspend the capital Middle Zone return air raise (RAR) ventilation work in mid-May which in turn meant the cessation of all Middle Zone capital development. While overall development metres were down for Q2, Sugar Zone north and south ramp development was prioritized for the quarter and the Company realized increased rates of decline development in these areas, critical to opening up new areas at depth.

For July, the Company saw development metres stabilize at approximately 10.0 metres per day. Development to the Middle Zone has been temporarily suspended, which impacts the average daily metres of capital ramp development. The decision to halt development at the Middle Zone was to ensure financial liquidity to see through completion of the Strategic Review Process. Development to the Middle Zone will resume on completion of the Strategic Review Process. Overall, this should have minimal impact on production in 2021, as Middle Zone ore production is not budgeted until 2022.

Mine Capital Development Metres

9.2 11.4

14.0

10.0 10.0

Q32020

Q42020

Q12021

Q22021

July2021

Page 10: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

9

Grade Control

Average feed grade for the quarter was 6.1 g/t, inline with Q1 2021. Feed grade was lower in the first half of Q2 due to a larger contribution of sill development ore.

For July, feed grade increased to 7.2 g/t as the Company enters higher grade areas of the mine and a greater proportion of longhole ore. Grade is expected to be maintained closer to reserve grade of just over 7 g/t for the next 3 to 4 months as a function of areas of the mine currently being accessed and the contribution of higher-grade stoping material.

Average Grade (g/t)

Ore Tonnes Processed

Throughput averaged 674 tpd for the quarter, slighty below the average for Q1 2021 for the reasons previously mentioned. For July, throughput increased to 28,061 tonnes for the month, an average of 905 tpd.

Tonnes Processed (tpd)

5.7

7.7 6.1 6.1

7.2

Q32020

Q42020

Q12021

Q22021

July2021

Page 11: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

10

Average Monthly Production

Average monthly gold production for Q2 2021 totaled 3,761 ounces per month, compared to 3,925 ounces per month in Q1. The decrease was attributable to lower tonnes processed in Q2 due mostly to the COVID-19 shutdown in June, while grade remained consistent quarter-over-quarter. For July, average production increased to 6,133 ounces for the month, with slightly higher than expected run-rate production and grades.

Ounces Recovered (oz/month)

Health and Safety

Safety management in the current global COVID-19 pandemic continues to be a top priority of the Company. Proactive measures have been put in place, including enhanced daily screening at camp prior to work shifts and the hiring of an occupational health nurse to support site health and safety.

Three cases of COVID-19 were detected on site in June 2021 for the first time since the pandemic was declared in January 2020. After the Company was informed that a mill employee tested positive for COVID-19, the Company enacted its protocols and immediately identified other approximate 14 employees that had close contact with the affected employee. The employees identified were taken offsite, screened, and put into isolation. It was determined that two employees had contracted the disease while in contact with the infected employee although both these employees were asymptomatic.

While this is the first workplace transmission occurrence at the Sugar Zone mine, the Company had been in constant communication with Algoma Public Health, who declared the outbreak over on July 5, 2021.

The Company’s health and safety protocols have been endorsed by Algoma Public Health and the Company continues to monitor and incorporate best practices. The Company has an active COVID-19 antigen testing program at site and continues to offer voluntary site vaccinations for its employees.

In 2020, one lost-time incident was reported in July. In 2021, one lost time incident was reported in Q1 2021, the only lost time incident since operations were restarted in Q3 2020.

Page 12: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

11

EXPLORATION

New Mineralized Discovery in the Hambleton Area – 007 Showing:

Location

Harte Gold’s regional prospecting program has resulted in a discovery that the Company has named the 007 Showing (Figure 1), situated approximately 8.5 km northwest of the Sugar Zone mine in the Hambleton area. The discovery consists of a seven-metre-wide zone of strong deformation situated on the Dayohessarah Greenstone Belt with mineralized felsic and mafic volcanics, intruded by mineralized felsic dykes and abundant quartz veining.

A channel sample program has commenced, which has resulted in a few preliminary results including anomalous gold values ranging up to 4.4 g/t Au. The Company will immediately conduct a more comprehensive review of the area, including enhanced prospecting, stripping, and detailed structural mapping.

Figure 1: Sugar Zone Property

TT8

007 Showing

Sugar Zone Mine

Hambleton

Flat Lake

TNT

Fisher

Fox

Lynx

K7

K7 South

Dayohessarah Greenstone Belt

Kabinakagami “Kabi” Greenstone Belt

Page 13: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

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007 Area Structure and Lithology

Meticulous logging of the channel samples highlight a highly strained, and mineralized mafic volcanic unit intruded by numerous quartz veins with pyrite, chalcopyrite and pyrrhotite. Assays are pending for these channel samples.

Prospecting by Harte Gold geologists along strike of this location has continued to uncover zones of abundant quartz veining, with sulphides in areas of high strain. Harte continues to evaluate these potential locations with chip and channel sampling as well as detailed mapping.

In addition to this effort, a ground-based IP survey is planned to delineate subsurface chargeability and resistivity anomalies associated with mineralization. A detailed ground magnetics survey is also being considered to aid in the delineation of structural trends.

Figure 2: 007 Showing Lithology

Page 14: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

13

TT8 Exploration Update:

Update on Drilling

The summer drill program at the TT8 Zone, which commenced on March 26, 2021, has now completed 36 holes for a total of 4,500 metres drilled. The areas currently being drilled are a follow-up to the five high-grade surface showings discovered in 2020 and a continuation of drilling successes in that year.

A summary of drilling completed after April 30, 2021 can be found in Table 1 (see press release dated April 29, 2021 for further historical assays).

Table 1: TT8 Drill Results (April 30, 2021 to Present)*

DDH # From (m) To (m) Width (m) Au (g/t)

TT8-21-22 27.84 28.46 0.62 0.27 g/t Au over 0.62m

TT8-21-24 53.12 54.20 1.08 0.18 g/t Au over 1.08m

TT8-21-25 48.37 49.33 0.96 0.28 g/t Au over 0.96m

TT8-21-26 29.00 30.00 1.00 0.29 g/t Au over 1.0m

TT8-21-27 41.00 42.00 1.00 0.82 g/t Au over 1.0m

TT8-21-29 19.70 20.70 1.00 0.18 g/t Au over 1.0m

TT8-21-30 43.04 44.01 0.97 0.43 g/t Au over 0.97m

TT8-21-32 47.30 47.80 0.50 0.13 g/t Au over 0.5m

TT8-21-33 135.00 136.00 1.00 0.14 g/t Au over 1.0m

TT8-21-34 58.77 59.38 0.61 13.6 g/t Au over 0.61m

TT8-21-35 65.00 66.00 1.00 0.32 g/t Au over 1.0m

TT8-21-37 56.64 57.00 0.36 70.9 g/t Au over 0.36m

TT8-21-38 43.00 43.33 0.33 135.0 g/t Au over 0.33m

TT8-21-39 67.00 68.00 1.00 0.27 g/t Au over 1.0m

TT8-21-40 47.50 48.00 0.50 6.31 g/t Au over 0.50m

TT8-21-41 27.20 27.62 0.42 8.56 g/t Au over 0.42m

TT8-21-42 65.00 66.00 1.00 2.89 g/t Au over 0.68m

TT8-21-47 41.20 41.57 0.37 2.11 g/t Au over 0.52m * Core intersection lengths are approximately 80% true width, assay results are uncut, fire assay with metallic screen samples on > 10 g/t Au. Assays pending on selected drill holes.

TT8 Structure and Potential

Detailed mapping and channel sampling currently underway at the TT8 Zone is expected to significantly improve the Company’s understanding of the potential down plunge high-grade shoot as a control on the thickened high grade hinge zones within the overturned folded sequence. Understanding the mineralizing

Page 15: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

14

controls will help Harte Gold geologists confidently target thickened and overturned areas along the Kabi greenstone belt.

Figure 3 illustrates the size of the TT8 vein along a selected 100-metre section, where the initial TT8 showing was discovered. The channel samples illustrated include the initial seven “discovery” samples (at the top, i.e., north, of Figure 3). A subsequent Q2 2021, eight channel samples (towards the bottom, i.e., south, of Figure 3) were completed after stripping and detailed mapping expanded the showing by an additional 75 meters. Channel sampling has continued to the north towards Long Shot and to the south towards the Big Bear showing..

Figure 3: TT8 Vein Channel Samples

The structural nature of the currently exposed TT8 vein has made it somewhat challenging to target wide intercepts, however due to the high-grade intersections and the increased structural knowledge, Harte Gold will proceed with a systematic drill program as financial liquidity issues are managed through the completion of the Company’s Strategic Review Process.

Page 16: Management Discussion and Analysis For the three and six

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

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Other Regional Exploration Activities:

Harte Gold continues to advance its other regional exploration targets through an organized methodical approach across the Sugar Zone property, including the following:

• Continuing IP/Mag survey along the now 18 km mineralized portion of the Kabi greenstone belt extension.

• Ongoing prospecting in various areas such as Flat Lake, Hambleton, and several targets within the Kabi greenstone belt.

• Analyzing a property-wide LIDAR survey recently completed. • Completing a now fully integrated Leapfrog 3D geological model, recently developed by SGS,

incorporating all property-wide geochemical, structural, lithological, and geophysical data for the property.

• Prospecting of the most inaccessible northern potions of the property.

Planned Exploration for Remainder of 2021:

In light of the Company’s ongoing Strategic Review Process, which includes the need for managing financial liquidity in the short-term, all higher spend activities such as exploration drilling have been temporarily suspended, with the intention to resume later this year after the completion of the Strategic Review Process. All other exploration activities, including summer prospecting, surface sampling, data compilation and analyses, and geophysical surveying will continue at an accelerated pace.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three and six months ended June 30, 2021 (in thousands of Canadian dollars except for share, per share and as noted)

16

RESULTS OF OPERATIONS Results of operations for the three and six months ended June 30, 2021 compared with the three and six months ended June 30, 2020 are presented below. As noted above, due to COVID-19 restrictions, the Company had temporarily ceased all mining operations starting March 30, 2020. The mine site was placed on care and maintenance until July 16, 2020, when mining operations were restarted. During the three months ended June 30, 2020, the Company realized revenue through the sale of gold inventory on hand at March 31, 2020.

Results for the three months ended June 30, 2021 (Q2 2021) and June 30, 2020 (Q2 2020)

Revenue of $26.1 million during Q2 2021 was higher than Q2 2020 due to the COVID-19 related temporary halt to operations in Q2 2020. Revenue during Q2 2021 was derived from the sale of 11,855 ounces of gold, of which approximately 73% was from the sale of gold bullion through doré bars and the remainder mostly from the sale of gold concentrates. The Average Realized Gold Price2 achieved in Q2 2021 was

2 Average Realized Gold Price is a non-IFRS measures, refer to the definitions of non-IFRS measures below for a reconciliation.

2021 2020 2021 2020Mine operations

Revenues 26,054$ 3,669$ 53,422$ 19,336$ Production costs (15,512) (2,690) (32,534) (13,762) Royalties and selling expenses (1,199) (200) (2,393) (904) Depreciation and depletion (5,885) - (12,425) (4,215)

Earnings / (loss) from mine operations 3,458 779 6,070 455

Other expensesCare and maintenance - 5,203 - 5,203 General and administrative 3,088 2,326 6,146 4,171 Exploration and evaluation 1,472 127 1,965 619

Operating loss (1,102) (6,877) (2,041) (9,538)

Finance expenses/(income) & other Flow-through share premium (1,407) - (2,694) (920)

Loss on loan modification/termination - 385 - 385 Appian Deferred Participant Warrants - - 3,104 -

Interest & accretion expense 3,707 1,600 7,186 3,161 Foreign exchange (gain)/loss (1,836) (4,722) (3,480) 5,048

Change in the fair value of derivative financial instrum (3,085) 17,746 (17,853) 19,700 Settlement of gold derivatives 2,439 848 6,783 1,960 Other expense/(income) - 126 - 119

(182) 15,983 (6,954) 29,453

Net earnings / (loss) before income taxes (920) (22,860) 4,913 (38,991) Income taxes - - - -

(920)$ (22,860)$ 4,913$ (38,991)$ Net earnings / (loss) and comprehensive earnings / (loss)

Three months ended Six months endedJune 30 June 30

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US$1,798, compared to an average spot gold price of US$1,815 (average AM and PM prices reported by the London Bullion Market Association) during the quarter.

Earnings from mine operations were higher at $3.5 million for Q2 2021 as compared to $0.8 million in Q2 2020 due to the COVID-19 related closure in Q2 2020.

In connection with the COVID-19 temporary cessation of operations in Q2 2020, the Company placed the Sugar Zone Mine on care and maintenance. The Company incurred $5.2 million of care and maintenance expense in Q2 2020 compared to $nil in Q2 2021.

General and administrative expenses of $3.1 million in Q2 2021 increased by $0.8 million compared to Q2 2020. The increase was primarily driven by the annual grants of stock options and RSUs pursuant to the long-term incentive plans in April 2021 which increased share-based payments by $0.4 million and costs associated with the Strategic Review Process commenced in mid-May (an increase of $0.5 million), partially offset by decreases in salaries, benefits and directors’ fees.

Exploration and evaluation expenditures of $1.5 million in Q2 2021, consisting mainly of diamond drilling on the identified exploration targets and salaries, increased by $1.4 million as compared to Q2 2020 primarily due to the COVID-19 restrictions in Q2 2020.

In Q2 2021, the Company renounced expenses related to the March 2020 CDE flow-through share issuance, resulting in earnings of $1.4 million (Q2 2020 -$nil).

In Q2 2020, the Company and BNP agreed to certain modifications of the BNP Debt Facility resulting in the Company incurring $0.4 million (Q2 2021 - $nil) as a loss on loan modification.

Interest and accretion expenses of $3.7 million in Q2 2021 consisted mainly of expenses related to the BNP Debt Facilities; the Appian Debt Facility; and interest on leases entered into in Q4 2020 and Q1 2021, while in Q2 2020, interest and accretion expenses of $1.6 million related mainly to the BNP Debt Facilities.

Exchange gains of $1.8 million were recorded in Q2 2021 as the CAD/US exchange rate weakened from 1.26 to 1.24. Exchange losses of $4.7 million were recorded in Q1 2020 as the CAD/US exchange rate strengthened from 1.42 to 1.36. Foreign exchange gains/losses result primarily from debt and derivative financial instrument balances denominated in US dollars, partially offset by US dollar cash and gold sales receivables.

The Company recognized a recovery of $3.1 million in the change in the fair value of derivative financial instruments in Q2 2021, compared to an expense of $17.7 million in Q2 2020. In June 2019, a combination of zero cost collars comprised of offsetting put/call options and forward gold swaps were put in place as a hedge program to support the BNP Debt Facilities. In Q2 2021, an expense of $1.5 million reflected the mark-to-market valuation of the outstanding position as at June 30, 2021, which considers the change in gold price from US$1,691 at March 31, 2021 to US$1,763 at June 30, 2021; the change in the CAD/US exchange rate from 1.26 to 1.24, and the change in the remaining outstanding hedged ounces. Also included in the recovery of $3.1 million for the quarter is the fair value change of the Appian Debt Facility Derivatives, a recovery of $4.6 million in Q2 2021, primarily due to the change in the Company’s share price during the period. The Appian Debt Facility contains derivative financial instruments based on the future value of the Company’s share price and CAD/US dollar exchange rates.

During Q2 2021, gold hedge settlements of $2.4 million, compared to $0.8 million in Q1 2020 were made in respect of the gold hedges. As each hedge position matures, any unrealized gains or losses are realized and settled on a cash basis.

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Results for the six months ended June 30, 2021 (2021) and June 30, 2020 (2020)

Revenue of $53.4 million for 2021 was higher than 2020 primarily due to the COVID-19 related temporary halt to operations in Q2 2020. Revenue during 2021 was derived from the sale of 24,204 ounces of gold, of which approximately 72% was from the sale of gold bullion through doré bars and the remainder mostly from the sale of gold concentrates. The Average Realized Gold Price3 in 2021 was US$1,783, compared to an average spot gold price of US$1,806 (average AM and PM prices reported by the London Bullion Market Association) during the six months.

Earnings from mine operations were $6.1 million for 2021, compared to $0.5 million in 2020, primarily due to the COVID-19 related closure in Q2 2020.

In connection with the COVID-19 cessation of operations in Q2 2020, the Company placed the mine on care and maintenance. The Company incurred $5.2 million of care and maintenance expense in 2020 compared to $nil in 2021.

General and administrative expenses of $6.1 million in 2021 increased by $2.0 million compared to 2020. The increase was primarily driven by the annual grants of stock options and RSUs pursuant to the long-term incentive plans in April 2021 increasing share-based payments, increases in salaries, benefits and directors fees, and costs associated with the Strategic Review Process commenced in mid-May.

Exploration and evaluation expenditures of $2.0 million in 2021 ($0.6 million – Q2 2020) consisted mainly of diamond drilling on the identified exploration targets and salaries.

In 2021, the Company renounced expenses related to the March 2020 CDE flow-through share issuance, resulting in earnings of $2.7 million. In 2020, the Company renounced expenses related to the 2019 CEE flow-through share issuance resulting in earnings of $0.9 million.

In 2020, the Company and BNP agreed to certain modifications of the BNP Debt Facility resulting in the Company incurring $0.4 million (2021 - $nil) as a loss on loan modification.

In connection to the New Gold Strategic Investment that closed on March 24, 2021, the Company issued Appian common share purchase warrants that the Company valued at $3.1 million ($nil – 2020).

Interest and accretion expenses of $7.2 million in 2021 consisted mainly of expenses related to the BNP Debt Facilities; the Appian Debt Facility; and interest on leases entered into in Q4 2020 and Q1 2021, while in 2020, interest and accretion expenses of $3.2 million related mainly to the BNP Debt Facilities.

Exchange gains of $3.5 million were recorded in 2021 as the CAD/US exchange rate weakened from 1.27 to 1.24. Exchange losses of $5.0 million were recorded in 2020 as the CAD/US exchange rate strengthened from 1.30 to 1.36. Foreign exchange gains/losses result primarily from debt and derivative financial instrument balances denominated in US dollars, partially offset by US dollar cash and gold sales receivables.

The Company recognized a recovery of $17.9 million in the change in the fair value of derivative financial instruments in 2021, compared to an expense of $19.7 million in 2020. In June 2019, a combination of zero cost collars comprised of offsetting put/call options and forward gold swaps were put in place as a hedge program to support the BNP Debt Facilities. In 2021, a recovery of $15.8 million reflected the mark-to-market valuation of the outstanding position as at June 30, 2021, which considers the change in gold

3 Average Realized Gold Price is a non-IFRS measures, refer to the definitions of non-IFRS measures below for a reconciliation.

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price from US$1,891 at December 31, 2020 to US$1,763 at June 30, 2021; the change in the CAD/US exchange rate from 1.27 to 1.24, and the change in the remaining outstanding hedged ounces. Also included in the recovery of $17.9 million for the quarter is the fair value change of the Appian Debt Facility Derivatives, a recovery of $2.1 million in 2021, primarily due to the change in the Company’s share price during the period. The Appian Debt Facility contains derivative financial instruments based on the future value of the Company’s share price and CAD/US dollar exchange rates.

During 2021, gold hedge settlements of $6.8 million ($2.0 million – 2020) were made in respect of the gold hedges. As each hedge position matures, any unrealized gains or losses are realized and settled on a cash basis.

SUMMARY OF QUARTERLY RESULTS

A summary of certain of the Company’s quarterly information for the eight most recent quarters are as follows:

The factors with the biggest impact on revenue and net earnings/(loss) on a quarterly basis include the volume of gold produced and sold during a quarter, the market price of gold and the CAD/US dollar exchange rate. Additional factors impacting net earnings/(loss) include changes in the fair value of derivative financial instruments, settlement of gold derivatives, and changes in the Company’s capital structure, including changes to the levels of borrowing and changes in the cost of borrowing. The suspension of operations at the Sugar Zone Mine from March 30, 2020 to July 16, 2020 had a negative impact on financial results.

The Company’s sales or operations are not affected by seasonality, but fluctuations in the market price of gold and the CAD/US dollar exchange rate could have a material impact on the Company’s results of operations. Average gold prices remained fairly constant Q3 and Q4 2019 at around US$1,475 per ounce. Gold prices improved in 2020 ranging from approximately US$1,580 per ounce in Q1 2020 to approximately US$1,910 per ounce in Q3 2020 and US$1,875 per ounce in Q4 2020. Gold prices weakened in Q1 2021 to an average price of US$1,796 per ounce and remained relatively unchanged in Q2 2021. In Q2 2020, increased gold prices had a net negative impact on earnings, as lower gold sales as a result of the suspension precluded the Company from offsetting the increase in the hedge liability.

A 4% decline in the US dollar over the course of 2019 had a negative impact on revenue on a quarter-to-quarter basis, as all sales are denominated in US dollar. The weakening US dollar also resulted in unrealized foreign exchange gains on the Company’s US dollar denominated debt and gold hedge balances from quarter to quarter, impacting net earnings/(loss) positively. In Q1 2020, the US dollar strengthened against the Canadian dollar by 9%, more than reversing the unrealized gains on debt and gold hedge balances but impacting revenue positively. The US dollar weakened by 4% over the course of Q2 2020, another 2% in Q3 2020 and a further 2% in Q4 2020, offsetting the impact of the strengthened US dollar in Q1 2020. The US dollar has remained relatively steady in 2021 with a 2% weakening over the six months ended June 30, 2021.

During Q3 2020, the Company entered into a financing agreement with an affiliate of Appian, providing US$30.0 million in financing (the “Appian Financing”) to facilitate restart of the Sugar Zone Mine. Additional interest and accretion expenses were incurred from Q3 2020 onwards in relation to the Appian Financing.

2021 2020 2019Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3

Total revenue 26,054$ 27,368$ 21,950$ 12,215$ 3,669$ 15,667$ 14,485$ 14,888$ Net earnings (loss) (920) 5,833 10,562 (11,750) (22,860) (16,131) (7,145) (15,182)

(0.001) 0.007 0.012 (0.014) (0.027) (0.023) (0.011) (0.024) Earnings (loss) per share - basic and fully diluted

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Net loss in Q4 2019 and Q3 2020 were positively impacted by the gain on the sale of a royalty of $3.7 million and $0.6 million respectively.

On March 24, 2021, the Company closed the New Gold Strategic Investment whereby the Company also issued share purchase warrants to Appian. The issuance of the share purchase warrants to Appian resulted in a one-time non-cash expense in Q1 2021.

FINANCIAL POSITION

The Company’s financial position at June 30, 2021 and December 31, 2020 is summarized as follows:

The Company’s cash and cash equivalents increased to $11.9 million at June 30, 2021 up from $8.2 million at December 31, 2020, primarily due to the completion of the New Gold Strategic Investment in March 2021, partially offset by capital expenditure requirements. Operations generated $3.8 million in cash in the six months ended June 30, 2021. The Company invested $16.7 million in mine development and additions to plant and equipment and made a $4.2 million debt repayment towards the BNP Debt Facilities as well as cash interest payments of $1.1 million.

Long-term assets primarily consist of property, plant and equipment with a net book value of $136.4 million as at June 30, 2021.

The increase in payables and accrued liabilities during the six months was largely the result of employee related accruals.

The flow through share premium of $3.7 million at June 30, 2021 will continue to be renounced in stages as the proceeds from the March 2020 flow-through offering are spent on qualifying CDE expenditure.

At June 30, 2021, $113.2 million was outstanding on the BNP Debt Facilities, Appian Debt Facility, leases, CAT Financing Arrangement, and a mortgage, of which $51.3 million was classified as current, including the BNP revolving term credit facility of $24.8 million, which is due on June 30, 2022. The decrease of $5.4 million in debt was primarily the result of principal repayment on the BNP Debt Facilities during the period of $4.2 million.

June 30 December 312021 2020

Current assets 24,434$ 21,430$ Long term assets 137,736 131,930

Total assets 162,170$ 153,360$

Accounts payable and accrued liabilities 15,259$ 14,727$ Flow-through share premium 3,650 6,344 Current portion of derivative financial instruments 10,867 15,511 Current portion of debt 51,348 26,427 Long term portion of derivative financial instruments 15,633 30,011 Long term liabilities 67,114 97,440

Total liabilities 163,871 190,460 Shareholders' equity (1,701) (37,100)Total liabilities & shareholders' equity 162,170$ 153,360$

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At June 30, 2021, the Company had derivative liabilities with a fair value of $26.5 million of which $10.9 million was considered a current liability. In connection with the BNP Debt Facilities, the Company put a gold hedge program in place, consisting of zero cost put/call options. Due to the gold price movement from US$1,351 on June 14, 2019 to US$1,763 on June 30, 2021, the fair value of the hedge position resulted in a liability of $24.7 million, of which $10.9 million is classified as current. Cash payments of $7.0 million were made to BNP during the six months ended June 30, 2021 in respect of gold hedges for the months of December 2020 through May 2021. The Appian Debt Facility contains derivative liabilities with a fair value of $1.8 million at June 30, 2021 compared to $3.9 million at December 31, 2020.

Shareholders’ equity increased by $35.4 million during the six months ended June 30, 2021 due to the net proceeds from the New Gold Strategic Investment of $23.7 million, net earnings of $4.9 million for the period, and $3.1 million relating to the issuance of the Appian Deferred Participation Warrants.

LIQUIDITY AND CAPITAL RESOURCES

Appian Financing

On July 14, 2020, the Company entered into a financing agreement with Appian, to provide up to US$28.0 million in funding. The Company closed the Appian Debt Facility on August 28, 2020. Concurrently with entering into the Appian Debt Facility, the Company also agreed to the sale of a 0.5% royalty for US$2.0 million in proceeds from an affiliate of Appian.

The Appian Debt Facility has a 14% nominal interest rate and a maturity date of June 30, 2023. The Appian Debt Facility is secured by second priority ranking security over the Company’s assets, subordinated to BNP.

Interest on the Appian Debt Facility is payable monthly and is settled through the issuance of common shares. Upon maturity, the Company will pay a fee to an affiliate of Appian (the “Equity Structuring Fee”), determined primarily by the difference in the VWAP of the common shares over the life of the loan, translated into United States dollars using the average exchange rate over the life of the loan, compared to US$0.086 per share. The Equity Structuring Fee is payable at maturity in cash or in common shares at the Company’s election.

An arrangement fee was payable on the US$30.0 million Appian Financing, which was settled through the issuance of 6,970,844 common shares and the Company issued 7.5 million share purchase warrants pursuant to the Appian Financing (collectively, the “Upfront Securities”).

The Company may incur additional interest expense of between 4% and 8% if it fails to achieve or correct certain operational requirements and an additional 5% while an event of default is continuing. The applicable interest rate cannot exceed 22%, even if an event of default and breach of operational requirement occurs at the same time. Both the Prepayment Option and the Conversion Option are derivative instruments. Several breaches of operational requirements have occurred to date, leading to an increase in the interest rate to 18% between January 1 and January 28, 2021, between April 1, 2021 and June 6, 2021 and from July 1, 2021 onwards.

On August 3, 2021, the Company received notice from Appian that events of default have occurred under the Appian Debt Facility and related financing agreements. Among other alleged events of default, Appian cite the Company’s default under the BNP Debt Facilities which triggers a cross-default under the Appian financing agreements. Pursuant to the terms of the Intercreditor Agreement dated August 28, 2020 between Harte Gold, Appian and BNP, Appian is prohibited, without the prior written consent of BNP, from taking any Enforcement Action (as defined in the Intercreditor Agreement) until a minimum of 135 days has passed from the date on which Appian delivers a notice to BNP. The terms of the Appian Debt Facility provide for

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default interest at a rate per annum equal to 19.0% from the date of default.

The Appian Debt Facility may be increased by up to US$20.0 million, if the Company requests an increase and Appian agrees to provide such increase. BNP agreed to permit this potential increase pursuant to the terms of the intercreditor agreement between Appian and BNP. The amount of any such increase may be used by the Company solely for the purpose of prepaying outstanding amounts or to otherwise meet debt services requirements under the BNP Debt Facilities.

The Appian Debt Facility was fully drawn at June 30, 2021.

The Company also entered into an offtake agreement with an affiliate of Appian on the same terms and conditions as the original offtake agreement (as amended and except for the repurchase right), pursuant to which the affiliate of Appian was granted an additional 18.5% offtake of total Refined Gold (as defined in the original offtake agreement (as amended)) produced from the Sugar Zone properties until 500,000 ounces of Refined Gold are delivered.

BNP Debt Facilities

On June 14, 2019, the Company entered into the BNP Debt Facilities. The credit agreement was amended and restated on August 28, 2020 (the fourth amending agreement) and the BNP Debt Facilities now consist of a non-revolving term credit facility of US$46.9 million and a revolving term credit facility of US$20.0 million. The BNP Debt Facilities were fully drawn on June 30, 2021. Interest on the BNP Debt Facilities accrues at LIBOR plus 3.375% to 4.375% dependent on credit ratios, payable every 3 months in arrears. The weighted average borrowing rate during the six months ended June 30, 2021 was 4.66% (six months ended June 30, 2020 – 5.63%).

The BNP Debt Facilities are secured by a lien on all the present and future assets, property and undertaking of Harte Gold as governed by a general security agreement and a demand debenture granted by Harte Gold in favour of BNP.

Principal repayments under the non-revolving term loan are due quarterly through December 31, 2024. Amounts outstanding under the revolving term credit facility are due on June 30, 2022. The BNP Debt Facilities provide for a mandatory prepayment of the non-revolving term loan from excess cash flow until an aggregate total of US$16.7 million has been repaid.

Various financial covenants are measured on a quarterly basis but failure to meet such covenants does not constitute a default or event of default prior to June 30, 2021, except for a minimum liquidity covenant, which is effective from April 1, 2021. Prior to the third amendment of the BNP Debt Facilities on May 15, 2020, the Company also covenanted to achieve certain minimum mine and mill production tonnage amounts in each month. The Company did not achieve such minimum production tonnages for the month of September 2019 and in 2020 up to May 15, 2020 and obtained waivers from BNP for these breaches.

The Company determined that the amendment which took place in May 2020, (the third amending agreement), which included rescheduling of the repayments of the non-revolving term loan, an increase in the interest rate payable and mandatory repayment terms, represented a non-substantial modification of the existing BNP Debt Facilities and the amendment was treated as a loan modification under IFRS 9 Financial Instruments (“IFRS 9”). As a result, a $0.4 million loan modification loss was recognized in the statement of operations and comprehensive loss on May 15, 2020.

On August 28, 2020, in connection with the Appian Financing and the fourth amending agreement of the BNP Debt Facilities, the Company made a US$1.0 million prepayment on the BNP Debt facilities, in part due to the granting of the additional 0.5% royalty to an affiliate of Appian.

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The Company did not expect to be in compliance with certain financial covenants of the BNP Debt Facilities on June 30, 2021, which would have constituted an event of default under the BNP Debt Facilities. In addition, there was a scheduled US$3.3 million principal repayment on the BNP term loan due June 30, 2021. On June 30, 2021, the Company announced that it had obtained a 30-day waiver of its financial covenant requirements pursuant to the BNP Debt Facilities. In addition, the Company announced that BNP had deferred the due date of (i) the principal and interest payments under the BNP Debt Facilities Credit Facility originally scheduled for June 30, 2021, and (ii) the settlement payment under the gold hedge program originally scheduled for July 2, 2021 to July 30, 2021.

On July 30, 2021, the Company entered into a forbearance agreement with BNP pursuant to which BNP agreed, subject to certain terms and conditions to refrain from enforcing its rights and remedies under the BNP Debt Facilities (including scheduled principal, interest and gold hedge payments) until September 30, 2021. BNP also agreed, subject to the terms of the Forbearance Agreement, to forbear from exercising its rights and remedies under the BNP Debt Facilities in respect of or arising out of or relating to certain defaults or events of default under the BNP Debt Facilities, including financial covenant breaches, which are anticipated to occur prior to September 30, 2021, until the earlier of (i) September 30, 2021, and (ii) the occurrence or existence of any terminating event, which includes bankruptcy events, defaults not covered by the Forbearance Agreement and other customary terms.

The Company’s non-compliance with financial covenants and failure to make the Deferred Payments on July 30, 2021, constituted events of default and after expiry of the forbearance period, unless the forbearance is extended or the BNP Debt Facilities are otherwise amended, BNP will be able to exercise its rights and remedies under the BNP Debt Facilities, including accelerating payment of all amounts outstanding under the facilities.

The BNP Debt Facilities were fully drawn down at June 30, 2021.

Echelon bought deal prospectus offering

On October 2, 2019, the Company completed a bought deal prospectus offering with Echelon Wealth Partners Inc. for 23,000,000 flow-through common shares at a price of $0.30 per common share for gross proceeds of $6.9 million. The gross proceeds from the issuance of the flow-through shares will be used for CEE eligible expenditure as defined in subsection 66(15) of the Income Tax Act (Canada).

On July 10, 2020, the Canadian Federal Department of Finance announced an extension of the timeline to spend the proceeds from flow-through funding by 12 months, and on December 16, 2020, the Department of Finance published corresponding draft legislative proposals and confirmed its intent to proceed with the extension in the federal budget delivered on April 19, 2021. The Company renounced the eligible CEE for this offering effective December 31, 2019, and therefore would have had to have incurred the eligible CEE in 2020, but due to the 12-month extension, now has until December 31, 2021 to incur the eligible CEE. The announcement also included a proposal to apply Part XII.6 tax as if the expenditures were incurred up to one year earlier than the date they were actually incurred. The proposed changes will not be effective until the relevant legislative amendments have been passed.

At June 30, 2021, the Company has incurred $2.9 million of the $6.9 million flow-through proceeds. The Company is re-evaluating its planned exploration expenditure for 2021 to ensure that eligible CEE expenditure is incurred in the required timeframe, subject to the successful conclusion of the Strategic Review Process.

Canaccord and Haywood led private placement

The Company and a syndicate of underwriters led by Canaccord Genuity Corp. (“Canaccord”) and Haywood Securities Inc. (“Haywood”), including CIBC Capital Markets and BNP Paribas Canada, entered

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into an underwriting agreement dated February 19, 2020, as amended and restated as of March 9, 2020, for the sale of 168,750,000 flow-through shares at a price of C$0.16 per flow-through share for gross proceeds of $27.0 million.

In connection with the offering, Appian participated in purchasing common shares of the Company to the extent of its pro rata interest, which represents approximately 24.4% of the issued and outstanding common shares of the Company.

The flow-through shares qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)). The gross proceeds from the offering are being used by the Company to incur eligible “Canadian development expenses” (“CDE”) as such term is defined in the Income Tax Act (Canada) related to the Company’s assets in Ontario. All qualifying expenditures will be proportionately renounced in favour of the subscribers of the flow-through shares.

The offering of flow-through shares closed in two tranches. The first tranche closed on March 11, 2020 for gross proceeds of $19.4 million and the second tranche closed on March 19, 2020 for gross proceeds of $7.6 million. The flow-through shares of the Company issued in connection with the offering were subject to a hold period in Canada of four months and one day from the date of issuance.

On July 10, 2020, the Canadian Federal Department of Finance announced an extension of the timeline to spend the proceeds from flow-through funding by 12 months, and on December 16, 2020, the Department of Finance published corresponding draft legislative proposals and confirmed its intent to proceed with the extension in the federal budget delivered on April 19, 2021. The Company renounced $9.6 million of the eligible CDE for this offering effective December 31, 2020 and therefore would have had to have incurred the remaining $17.4 million of eligible CDE in 2021, but due to the 12 month extension, now has until December 31, 2022 to incur the eligible CDE. The proposed changes will not be effective until the relevant legislative amendments have been passed. At June 30, 2021, the Company has incurred $17.0 million of the $27.0 million flow-through proceeds, and the Company expects to expend the remaining $10.0 million over the remainder of fiscal 2021, subject to the successful conclusion of the Strategic Review Process.

New Gold Strategic Investment

On March 24, 2021, Harte Gold completed a private placement offering of 154,940,153 common shares to New Gold at a price of $0.16 per common share for gross proceeds of $24,790,424.

Pursuant to the terms of an investor rights agreement entered into in conjunction with the Strategic Investment, as long as New Gold holds not less than 10% of the Company’s issued and outstanding common shares:

• Commencing at Harte Gold’s 2022 annual meeting of shareholders, New Gold will have the right to nominate one director to the Company’s board of directors (the “Board”). In the event the Board increases in size to nine or more directors, New Gold will have the right to nominate an additional director;

• New Gold’s nominee will be provided an observer right to the Board’s Health, Safety, Environmental and Technical Committee; and

• New Gold will have the right to participate in future equity financings to maintain its 14.9% interest.

In exchange for waiving its (i) right to receive up to 35% of the net proceeds of the Strategic Investment for debt repayment under the Appian Debt Facility; and (ii) participation right under the November 23, 2016 Subscription Agreement, Appian was granted a deferred participation warrant that allows Appian to acquire up to 55,802,812 common shares of Harte Gold at $0.18 per share for a period of 15 months following the closing of the Strategic Investment (the “Appian Deferred Participation Warrant”). The Appian Deferred Participation Warrant is not exercisable by Appian, subject to certain exceptions, for a period of 12 months

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following the closing of the Strategic Investment. New Gold was also granted a warrant (the “New Gold Warrant”) which provides New Gold with the right, subject to Appian exercising the Appian Deferred Participation Warrant, to acquire up to 8,314,619 additional common shares of Harte Gold at $0.18 per common share in order to maintain its pro rata interest in the Company.

The Strategic Investment was announced on March 18, 2021 and closed on March 24, 2021 after receipt of all required regulatory and other approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities.

Working capital and cash generated by operations

The Company had a working capital deficit of $56.7 million at June 30, 2021 compared to a deficit of $41.6 million at December 31, 2020. A significant reason for the increase in the working capital deficit over the six-month period ended June 30, 2021, is because the BNP revolving term loan amount of $24.5 million (US$20.0 million) is considered current as it is due June 30, 2022.

During the six months ended June 30, 2021, the Company’s operations generated $3.8 million in cash. On May 13, 2021, the Company announced that it has reduced its production guidance for 2021 from between 60,000 and 65,000 ounces of gold to between 50,000 and 55,000 ounces of gold.

The Company does not expect that it will generate sufficient cash from operations to fully fund planned investment activities and debt service obligations due to the estimated cash flow based on the reduction in expected gold production for 2021.

The Company’s liquidity is also impacted by several macro-economic factors, which include, but are not limited to, gold market prices, foreign exchange rates, fuel prices and corporate tax policies in Canada. Other factors impacting the Company’s liquidity include the cost of inputs to the Sugar Zone mine. Management may also consider other options to enhance liquidity, as necessary, which may include the issuance of debt or equity securities to public markets or private investors.

Investing activities and current and future sources of funding

Capital expenditures of $15.8 million in 2021 were funded from cash on hand and the proceeds of the New Gold Strategic Investment. The Company re-evaluated capital expenditure requirements for the remainder of 2021 and capital expenditures required to maintain operations in the short term will be funded from operations, cash on hand and the proceeds of the New Gold Strategic Investment.

The Company initiated a Strategic Review Process in May 2021 to explore, review and evaluate a broad range of alternatives (which could include the restructuring of its long-term debt and reviewing other potential strategic alternatives) focused on ensuring financial liquidity and to fund accelerated life-of-mine capital. The Company incurred $0.5 million in expenditures related to the Strategic Review Process which commenced in mid-May 2021. These expenditures have continued into Q3 2021 at a higher level and are expected to continue until the Strategic Review Process has been concluded.

The Forbearance Agreement concluded with BNP (see BNP Debt Facilities above) which includes forbearing on the Company’s default in making scheduled payments through to September 30, 2021, provides for the continuation of the Strategic Review Process. However, there can be no assurance that the Strategic Review Process will result in any transaction, whether BNP will continue to forbear from exercising its rights and remedies on expiry of the Forbearance Agreement or what the terms or timing of such a transaction or such continued forbearance might be, or that the Company will be able to continue as a going concern.

To support the continuation of the Strategic Review Process, the Company is actively managing its liquidity and capital resources, including reducing certain sustaining capital expenditures, which may adversely

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impact production over the next six months. The Company does not expect that it will generate sufficient cash from operations in the next 12 months to fully fund planned investment activities and debt service obligations.

The Company’s ability to continue as a going concern is dependent on the successful operation of its one mining property, the Sugar Zone Mine, its ability to manage its working capital deficiency, the outcome of the Strategic Review Process (including, amongst others, a potential refinancing of the BNP Debt Facilities), extending the forbearance period granted by BNP, or obtaining waivers of covenant breaches from BNP, and access to additional external funding. There can be no assurance on the outcome of the Strategic Review Process, or that the Company will be able to obtain required financing or on terms acceptable to the Company. Due to uncertainties surrounding a number of factors such as, but not limited to, the ability to continue operating during the COVID-19 pandemic, the outcome of the Strategic Review Process, the ability to raise additional funds, exploration results, mine operating results, the price of underlying commodities, foreign exchange rates, and financial market conditions, it is not possible to predict the success of the Company’s efforts in this regard. These factors indicate the existence of material uncertainties that cast significant doubt about the Company’s ability to continue as a going concern.

COMMITMENTS AND CONTINGENCIES

The Company has the following commitments at June 30, 2021:

1) Interest on the Appian Debt Facility is settled monthly through the issuance of common shares. 2) The Company has entered into an Impact Benefits Agreement (“IBA”) with Pic Mobert First Nation (“Pic Mobert” or “PMFN”), the

proximal First Nation, in connection with the Company’s Sugar Zone property. The Sugar Zone property is located within the exclusive traditional territory of Pic Mobert. The IBA applies to all mines that may be developed on the Sugar Zone property and provides the framework within which Harte Gold and PMFN will continue to work together during the production phase of the Sugar Zone Mine. Key IBA terms include a 4% Net Profits Interest, based on the World Gold Council definition of “all in sustaining cost” metrics, subject to a minimum amount of $0.5 million per annum, an implementation payment of $0.1 million per annum on April 1 of the year immediately after the Company receives approval of its closure plan, and stock options to purchase 500,000 common shares of the Company at a price of $0.41 for a period of five years (issued).

Under the terms of an agreement with Maximos Metals Corp. (“Maximos”), Maximos is entitled to a bonus grant of 10 million options, conditional on certain economic thresholds being met on one of the exploration targets identified by Maximos within a 10-year period.

Total 2021 2022 - 2024 2025-2026 2027 onwardsAccounts payable and accrued liabilities 15,259$ 15,259$ -$ -$ -$ BNP Debt Facility- Principal 75,612 12,333 63,279 - - - Interest 4,140 1,649 2,491 - - Appian Debt Facility1

- Principal 34,703 - 34,703 - - Lease obligations 5,723 4,059 1,664 - - CAT Financing Arrangment 3,929 2,171 1,758 - - Mortages 210 105 105 - - Contractual commitments 773 773 - - - Minimum payments to First Nations2 6,375 375 1,800 1,200 3,000 Other 335 35 210 80 10 Total contractual obligations 147,059$ 36,759$ 106,010$ 1,280$ 3,010$

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OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

FINANCIAL INSTRUMENTS AND CRITICAL ACCOUNTING ESTIMATES The discussion and analysis of the Company’s financial condition and results of operations are based upon its Financial Statements which have been prepared in accordance with IFRS. The preparation of financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

The Company may issue hybrid financial liability instruments which may contain debt, derivative and equity instruments. The Company shall determine and recognize the fair values of each component of the hybrid financial liability instrument. The main assumptions of the hybrid financial instrument include estimated life of the option, the expected volatility of the Company’s common share price, the estimated future common share price, the expected volatility of the US/CAD dollar exchange rate, estimated future USD/CAD exchange rate, the expected dividends and the risk-free rate of interest in Canada and the United States. Subsequent to the initial measurement, the Company shall apply its accounting policies to each component of the hybrid instrument as if it were a separate instrument. Judgement is involved in assessing the fair value of the individual components of a hybrid financial instrument.

In addition to the hybrid financial liability instruments, the impact of financial instruments and areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are discussed in more detail in the Company’s audited annual financial statements for the years ended December 31, 2020 and 2019, which are available on the Company’s website at www.hartegold.com and SEDAR at www.sedar.com.

RELATED PARTY TRANSACTIONS

Transactions with Appian

Appian is a related party to the Company. Appian is a related party as a result of its 20.5% ownership interest in Harte Gold’s shares as at June 30, 2021 and Appian’s right to appoint three directors to the Company’s board. Affiliates of Appian own an additional 3.0% of the Company’s shares at June 30, 2021. The Company announced on July 20, 2021 that the three directors appointed by Appian had resigned effective immediately. Appian has not appointed new directors. The Company has entered into several funding transactions with Appian. Appian has the right to maintain their ownership percentage in the Company through pro-rata participation in any equity financings.

Transactions, other than the funding transactions, with the related party were in the normal course of operations and were measured at the exchange amount. The transactions include gold sales, royalty payments, and services provided by Appian or its affiliates to support the Company’s corporate development function and project management. Amounts due to related parties pursuant to these transactions are unsecured, non-interest bearing and due on demand. These are settled on a regular basis. For the three and six months ended June 30, 2021, the Company included $0.2 million and $0.3 million (three and six months ended June 30, 2020 - $nil and $nil) of costs for these transactions in General and Administrative Expenses. At June 20, 2021, the Company owed the related party $0.2 million (December 31, 2020 - $0.3 million) and has included this amount in accounts payable and accrued liabilities.

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RISKS AND UNCERTAINTIES

Mineral exploration, development and operation of mining properties involves several risks which experience, knowledge and careful evaluation may not be sufficient to overcome. Large capital expenditures are required in advance of anticipated revenues from operations. Many exploration programs do not result in the discovery of mineralization; moreover, mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides, and the inability to obtain adequate machinery, equipment or labour are some of the risks involved in the conduct of exploration programs and the operation of mines. The commercial viability of exploiting any precious metal deposit is dependent on a number of factors including infrastructure and governmental regulations, in particular those respecting the environment, price, taxes, and royalties. No assurance can be given that minerals of sufficient quantity, quality, size, and grade will be discovered on any of the Company’s properties to justify commercial operation.

The global COVID-19 crisis continues to evolve including the continuing imposition of restrictions on the movement of people and goods, physical distancing measures, the use of personal protective equipment, restrictions on group gatherings, quarantine requirements and contact tracing. The Company has been closely monitoring and taking necessary measures to manage the impact of the COVID-19 crisis on its operations. The Company has taken extensive steps, at its Sugar Zone Mine and corporate office, to protect the health and safety of employees, contractors, and local communities in response to the COVID-19 crisis. However, given the unforeseen conditions resulting from the ongoing COVID-19 crisis, there can be no assurance that the Company’s response and business continuity plans will continue to be effective in managing the crisis and changing conditions could result in a material adverse effect on the Company's business, financial condition and/or results of operations. Additional risks and uncertainties are discussed in greater detail in the Company’s Annual Information Form available on www.SEDAR.com.

NON-IFRS MEASURES

The Company uses certain non-IFRS measures in the MD&A as defined below. In the gold mining industry, these are common performance measures but may not be comparable to similar measures presented by other issuers as they have no standardized meaning under IFRS. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s performance, profitability and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Mine Operating Cash Flow and Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

Mine Operating Cash Flow and EBITDA are non-IFRS measures, do not have standardized meanings prescribed by IFRS and may not be comparable to similar terms and measures presented by other issuers.

Mine Operating Cash Flow comprises revenues, less royalties and production costs.

EBITDA represents net earnings before interest and accretion expense, income taxes, depreciation and depletion, foreign exchange (gain) / loss, unrealized derivative (gain) / loss, share-based payments, and other non-operational items.

Certain investors use Mine Operating Cash Flow and EBITDA in addition to conventional measures prepared in accordance with IFRS as an indicator of the Company’s ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations and fund capital expenditures.

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A reconciliation of Mine Operating Cash Flow and EBITDA is provided below:

In Q1 2020, Management included the non-IFRS measure of “Mine EBITDA,” which is now defined as Mine Operating Cash Flow. EBITDA was not disclosed in Q1 2020 per the above definition.

Average Realized Price per ounce sold “Average Realized Gold Price”

Average Realized Gold Price is a common performance measure in the gold mining industry that does not have a standardized meaning. The most directly comparable measure prepared in accordance with IFRS is revenue. Average Realized Gold Price should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. The measure is intended to assist readers in evaluating the total revenues realized in a period from current operations.

Average Realized Gold Price is reconciled for the periods presented as follows:

Q2 2021 Q1 2020 Q4 2020 Q3 2020$ $ $ $

Revenues 26,054 27,368 21,950 12,215Royalties and selling expenses (1,199) (1,194) (974) (552)Production costs (15,512) (17,022) (12,297) (6,973)Mine Operating Cash Flow 9,343 9,152 8,679 4,690

General and administrative expense (3,088) (3,058) (3,688) (2,260)Exploration and evaluation expense (1,472) (493) (416) (135)Add Back:

Share-based payments 673 265 853 376Depreciation and depletion 84 84 72 61

Settlement of gold derivatives (2,439) (4,344) (3,565) (3,409)EBITDA 3,101 1,606 1,935 (677)

$ US$/oz $ US$/oz $ US$/oz $ US$/oz

Revenues, net 26,054 1,780 27,368 1,751 21,950 1,826 12,215 1,879Add back:

Treatment and refining costs 258 18 276 18 213 18 129 20Revenues, gross 26,312 1,798 27,644 1,768 22,163 1,843 12,344 1,898Settlement of gold derivatives (2,439) (167) (4,344) (278) (3,565) (297) (3,409) (524)Revenues net of gold hedge settlement 23,873 1,631 23,300 1,491 18,598 1,547 8,935 1,374

Units Q2 2021 Q1 2021 Q4 2020 Q3 2020Ounces sold oz 11,855 12,349 9,228 4,882 FX rate USD/CAD 0.81 0.79 0.77 0.75

Average Realized Gold Price US$/oz 1,798 1,768 1,843 1,898Realized Gold Price After Hedge US$/oz 1,631 1,491 1,547 1,374

Q2 2021 Q1 2021 Q4 2020 Q3 2020

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Cash Cost Per Ounce Sold (“Cash Cost”) and All In Sustaining Cash Cost Per Ounce Sold (“AISC”)

Cash Cost and AISC are common financial performance measures in the gold mining industry that do not have standard meanings under IFRS. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, such as production costs and cash flows from operating activities, certain investors use this information to evaluate the Company’s performance and ability to generate operating income and cash flow from its mining operations. Management uses this metric as an important tool to monitor operating costs and all-in costs.

A reconciliation of Cash Cost and AISC is provided below:

In Q1 2020, Management defined Cash Cost per ounce produced rather than per ounce sold. As such, Cash Cost for Q1 2020 has increased compared to the disclosure in Management’s Discussion and Analysis for the three months ended March 31, 2020.

Starting in Q1 2021, Management determined that Mine development costs and Plant and equipment additions should be shown on an accrual basis rather than on a cash flow basis, and as such, AISC has increased compared to the disclosures in Management’s Discussion and Analysis for the three months ended September 30, 2020 and December 31, 2020.

$ US$/oz $ US$/oz $ US$/oz $ US$/oz

Treatment and refining costs 258 18 276 18 213 18 129 20Royalties and selling expenses 1,199 82 1,194 76 974 81 552 85Production Costs 15,512 1,060 17,022 1,089 12,297 1,023 6,973 1,072Total Cash Costs 16,969 1,159 18,492 1,183 13,484 1,122 7,654 1,177

General and administrative expense 3,088 211 3,058 196 3,688 307 2,260 348Deduct:

Share-based payments (673) (46) (265) (17) (853) (71) (376) (58)Depreciation and depletion (84) (6) (84) (5) (72) (6) (61) (9)

Mine development costs 6,469 442 6,321 404 7,039 586 2,227 342Plant and equipment additions 3,992 273 2,425 155 11,348 944 2,582 397Total Costs 29,761 2,033 29,947 1,916 34,634 2,882 14,286 2,197

Units Q2 2021 Q1 2021 Q4 2020 Q3 2020Gold ounces sold oz 11,855 12,349 9,228 4,882Tonnes Processed Tonnes 61,354 64,418 46,288 36,367FX Rate USD/CAD 0.81 0.79 0.77 0.75

Cost Statistics

Cash Operating Cost C$/tonne processed 277 287 291 210

Cash Cost US$/oz 1,159 1,183 1,122 1,177AISC US$/oz 2,033 1,916 2,882 2,197

Q1 2021 Q4 2020Q2 2021 Q3 2020

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OUTSTANDING SHARE DATA AS OF AUGUST 4, 2021

INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

The President and Chief Executive Officer (“CEO”) and Executive Vice President and Chief Financial Officer (“CFO”) of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s internal control framework was designed based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

There was no change in the Company’s internal controls over financial reporting that occurred during Q1 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

The Company’s management, including the CEO and the CFO, do not expect that its internal controls over financial reporting and disclosure controls and procedures will prevent or detect all errors and frauds. A cost-effective system of internal controls, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the internal controls over financial reporting are achieved.

QUALITY CONTROL

Analytical work was performed by Activation Laboratories of Thunder Bay (Ontario), a certified commercial laboratory (Accredited Lab #673). Sample preparation was done at Activation Laboratories of Thunder Bay (Ontario). Assaying was done by fire assay methods with an atomic absorption finish. Any sample assaying >3 g/t Au was rerun by fire assay method with gravimetric finish, and any sample assaying >10 g/t Au was rerun with the metallic sieve method. Grab samples are selective by nature and are not necessarily representative of the mineralized zones. The sampling procedure and interpretation of the results were done by qualified employees using a QAQC program conformed to the best practices in the industry. In addition to laboratory internal duplicates, standards and blanks, the exploration department inserts blind duplicates, standards and blanks into the sample stream to monitor quality control.

Issued and outstanding common shares 1,061,186,532

Share purchase warrants 96,567,431

Stock options 50,179,210

Restricted share units 19,650,091

Deferred share units 10,201,808

Total 1,237,785,072

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QUALIFIED PERSON

The scientific and technical disclosures in this MD&A have been reviewed and approved by Chris McCann, P. Eng., Director of Technical Services for the Company and Mr. David Schonfeldt, P.Geo, Vice President Exploration of the Company. Each of Messrs. McCann and Schonfeldt is a “qualified person” under National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A includes "forward-looking statements", within the meaning of applicable securities legislation, and are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. All statements in this MD&A that address events or developments that we expect to occur in the future are forward-looking statements.

Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, but are not limited to, risks associated with projections; outlook; guidance; forecasts; estimates; and other statements regarding future or estimated financial and operational performance events, gold production and sales, revenues and cash flows, capital and operating costs, including projected cash, operating costs, and budgets; the impact of the COVID-19 pandemic on Harte Gold’s operations, including any restrictions or suspensions with respect to our operations and the effect of any such restrictions or suspensions on our financial and operational results; the ability of Harte Gold to successfully maintain its operations if they are temporarily suspended, and to restart or ramp-up these operations efficiently and economically; the impact of COVID-19 on Harte Gold’s workforce, suppliers and other essential resources and what effect those impacts, if they occur, would have on Harte Gold’s business; future or estimated mine life, metal price assumptions, ore grades and sources, recovery rates, stripping ratios, throughput, ore processing; statements regarding anticipated exploration, drilling, development, construction, permitting and other activities or achievements of Harte Gold; and including, without limitation: Harte Gold’s ability to meet its projected gold production; the continued qualification for listing on the TSX; there being no events of default or breaches of key financing agreements, including agreements with BNP Paribas and Appian; and Harte Gold having further potential through exploration at the Sugar Zone Property, and those risks associated with the mining industry, including delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections in relation to production, costs and expenses and health, safety and environmental risks, the risk of commodity price and foreign exchange rate fluctuations; as well as other factors identified and as described in more detail in Harte Gold’s most recent Annual Information Form, and Harte Gold’s other filings and in other filings of the Company with securities and regulatory authorities which are available on SEDAR at www.sedar.com.

Readers are cautioned that the foregoing list of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this document are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new

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information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements are expressly qualified by this cautionary statement.

August 4, 2021

“Frazer Bourchier”

Frazer Bourchier CEO

“Graham du Preez”

Graham du Preez EVP and CFO