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MANAGEMENTS DISCUSSION AND ANALYSIS

For the year ended December 31, 2016

TABLE OF CONTENTS

1.
    Overview
      of business
    22.
    Highlights
      and key business developments
    3
      - 53.
    2016
      Outlook and strategy
    6
      - 74.
    Operating
      performance
    8
      - 105.
    Development
      and exploration update
    11 - 186.
    Financial
      results
    19
      - 237.
    Selected
      quarterly financial data
    248.
    Liquidity
      and capital resources
    25 - 289.
    Non-GAAP
      measures
    28 - 3110.
    Summary
      of outstanding share data
    3111.
    Related
      party transactions
    3112.
    Critical
      accounting policies and estimates
    32
      - 3413.
    Risks
      and uncertainties
    35 - 3714.
    Internal
      control
    37 - 3815.
    Cautionary
      statements
    38 - 39


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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

This Managements Discussion and Analysis (MD&A) of
Asanko Gold Inc. (Asanko or the Company) has been prepared by management as
of March 15, 2017 and should be read in conjunction with the Companys
consolidated financial statements for the year ended December 31, 2016 and 2015
and the related notes thereto.

Additional information on the Company, including its Annual
Information Form (AIF) for the year ended December 31, 2016 is available under
the Companys profile at www.sedar.comand he
Companys website: www.asanko.com.

Unless otherwise specified, all financial information has been
prepared in accordance with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board. All dollar amounts
herein are expressed in United States dollars unless stated otherwise.
References to $ means US dollars and C$ are to Canadian dollars.

This MD&A contains forward-looking statements and should be
read in conjunction with the risk factors described in the Risks and
uncertainties and Cautionary statement on forward looking information
sections at the end of this MD&A.

1)      Overview of
the business

Asanko Gold Inc. (Asanko or the Company) is a
Canadian-based gold producer with operations in the Republic of Ghana (Ghana).
Asankos vision is to build a low cost, mid-tier gold mining company. The
Companys principal asset is the Asanko Gold Mine (AGM or the Project)
located in Ghana, West Africa. The mine is being developed and expanded in
phases. The construction of the first phase, which included a 3 million tonne
per annum (Mtpa) carbon-in-leach (CIL) processing facility and associated
infrastructure, was completed in early 2016 within budget and ahead of schedule.
Gold production commenced in January 2016, commercial production was declared on
April 1, 2016, and the operation reached steady-state production levels by the
end of the second quarter (Q2) of 2016, and the mine is currently running at
gold production rates of 20% above original feasibility study levels. Gold
production is expected to be 230,000 to 240,000 ounces in 2017.

Asanko is planning two additional expansion projects, which
combined have the potential to increase production from 230,000 to 240,000
ounces per annum to over 450,000 ounces per annum. Project 5M (previously
described as Phase 2A) will upgrade the plants throughput to 5Mtpa and expand
mining operations to integrate the Esaase deposit, including the construction of
a 27km overland conveyor. The second expansion project is the construction of an
additional 5Mtpa carbon-in-leach (CIL) plant to double throughput from 5Mtpa
to 10Mtpa, known as Project 10M (previously described as Phase 2B). A Definitive
Feasibility Study (DFS) on the expansion projects will be published in Q2
2017. A Preliminary Feasibility Study (PFS) on the expansion projects,
previously known collectively as Phase 2, was published in May 2015, and posited
attractive project economics and low operating costs. The PFS is available on
the Companys website: www.asanko.comand can
be found under the Companys profile at www.sedar.com(see 5. Development and exploration updatebelow).

In addition to the AGM, the Company holds a portfolio of other
Ghanaian gold concessions in various stages of exploration.

The Companys shares are listed on the Toronto Stock Exchange
(TSX) and the New York Stock Exchange (NYSE) under the symbol AKG.

2

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

2)      Highlights and
key business developments

2016 Business developments

- The Company completed the finalization of capital expenditures on the first
  phase of the AGM for $291 million, approximately $4 million under the budget
  of $295 million.
- On April 1, 2016, the Company declared commercial production for the first
  phase of the AGM, a full quarter ahead of schedule. Commercial production was
  declared as a result of the mine achieving a number of key milestones
  including the mill processing at 111% of design capacity and gold recovery
  exceeding design during the month of March.
- Steady state production was achieved at the AGM by the end of Q2.
- During September, a mobile crusher was commissioned to mitigate a
  bottleneck in the primary crushing complex and the processing plant operated
  at 20% above design capacity (3.6Mtpa).
- Mined ore grade increased steadily during the three quarters post the
  commencement of commercial production (2.0g/t average mined grade in Q4) as
  the central mineralized domains in the Nkran pit were exposed.
- 111,164 ounces were produced in H2 2016 (H2), exceeding the Companys
  top-end revised H2 guidance of 106,000  111,000 ounces. The H2 guidance was
  increased twice during 2016 as the Company continuously exceeded gold
  production targets and as the processing facility continued to perform at
  above design performance levels.
- A total of 147,501 ounces of gold were produced following the commencement
  of commercial production (a nine- month period ending December 31, 2016), and
  147,950 ounces were sold at an average price of $1,247/ounce for gross gold
  revenue of $184.5 million.
- The Company completed the acquisition of a new exploration target,
  Akwasiso, located 5 kms north-east of the processing facility. Highly
  encouraging drill results obtained from 10,000 metres of drilling over 81
  holes with visible gold intercepts and extensive mineralized intersections of
  similar style to the main Nkran pit.
- The 2016 near mine exploration program yielded success with the delineation
  of Mineral Resources and Reserves at the Adubiaso Extension and Nkran
  Extension.
- The Company amended the terms of its existing $150 million loan facility in
  order to defer principal payments for two years allowing the Company to
  re-invest in its Phase 2 growth projects.
- The Company received total VAT refunds of $26 million in Ghana, being the
  majority of VAT refunds relating to first phase of construction of the AGM, as
  well as operational VAT receivables from Q1 pre-commercial production
  operations. Operational VAT payments from Q2 and Q3 2016 have been validated,
  and Q4 is currently being validated by the authorities in Ghana. The Company
  expects once the VAT backlog is recovered, quarterly VAT outflows will be
  offset by quarterly VAT inflows as the audit and claim process of VAT
  receivables is regularized.
- The balance sheet at December 31, 2016 remains strong with cash of $60
  million, unrefined gold dore on hand with a cost of $5.9 million and $0.6
  million in receivables from gold sales. The working capital position of the
  Company strengthened from $66.7 million at September 30, 2016 to $72.8 million
  as of December 31, 2016.
- In December 2016, Asanko received the Ghana Mining Industry Awards 2016
  Corporate Social Investment Project of the Year for the Obotan Cooperative
  Credit Union project, an initiative aimed to increase access to financial  capital and other financial services to assist
  small businesses address the challenge of access to credit and to support the
  development of economic growth in and around the Asanko Gold Mine catchment
  area.

3

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

- On October 25, 2016, the Company received the Environmental Invoice (a
  pre-cursor to receiving the final Environmental Permit) from the relevant
  Ghanaian regulatory authorities for the development of the new Esaase mine and
  construction of the overland conveyor. Following the receipt of the
  Environmental Invoice, the Board of Directors gave approval to proceed with
  Project 5M. Front End Engineering and Design (FEED) for the plant upgrade
  and the overland conveyor is currently underway.
- During January 2017, the Ghanaian Environmental Protection Agency (EPA)
  issued its environmental permit for mining operations at Esaase and the
  overland conveyor to the AGM processing facility. This critical step was
  achieved following the EPAs approval of the Environmental Impact Statement.
  The Minerals Commission also issued the mine operating permit for the Esaase
  mine.
- An updated Mineral Resource and Reserve Estimate for the AGM was published
  on February 24, 2017, including maiden resource and reserve estimates for the
  three near-mine exploration deposits, Akwasiso, Nkran Extension and Adubiaso
  Extension. The details are included in section 5.4. Mineral resource and
  reserve statementsbelow.

Key consolidated financial information

- Cash provided by operating activities in Q4 (Q4) was $23.4 million,
  representing a 33% increase on Q2 2016 and a 27% increase on Q3 2016. Since
  the commencement of commercial production on April 1, 2016, cash provided by
  operating activities was $74.5 million.
- The Company earned net revenues (after royalties) of $66.6 million and
  $175.3 million from the sale of gold in Q4 2016 and in the nine-month period
  since the commencement of commercial production, respectively. Total cost of
  sales (including depreciation and depletion) of $53.4 million and $141.6
  million for the same time periods, resulted in income from mine operations of
  $6.3 million and $27.1 million for the quarter and 9 months respectively after
  a $7.1 million write-off of a deferred stripping asset.
- The Company incurred a net loss of $8.5 million ($0.04 per share) and $13.2
  million ($0.07 per share) in Q4 and 2016 respectively. In Q4, the Company
  booked a net $4.6 million write-down of a deferred stripping asset (see 6.Financial results), which when adjusted against net loss resulted
  in an adjusted net loss1of $4.1 million ($0.02 per share) for Q4
  and a $8.6 million ($0.04 per share) in the year ended December 31, 2016.
- The Company incurred operating cash costs per ounce1and total
  cash costs per ounce1to $524 and $584 respectively in Q4, and $593
  and $656 for the nine-month period since the commencement of commercial
  production.
- The Company incurred all-in sustaining costs1per ounce of $893
  and $984, respectively, in Q4 and in the nine- month period since the
  commencement of commercial production.
- Unit costs of production for the mining and processing areas are
  substantially in-line with the Definitive project plan2mining
  costs, averaging $3.88/tonne mined and processing costs averaging $12.80/tonne
  milled during Q4.
- The Company incurred all-in sustaining costs1per ounce of $893
  and $984, respectively, in Q4 and in the nine- month period since the
  commencement of commercial production.

___________________________________________________1See 9. Non-GAAP measures2Definitive Project Plan(DPP) filed on www.sedar.comon December 17, 2014.

4

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

Selected consolidated data

|                                                    |  | YearendedDecember31, | 
|--------------------------------------------------- |  | -------------------- | 
|                                                    |  | 2016                 | 
|KeyperformanceData                                  |  |                      | 
|Tonnes of ore milled (000s)                         |  | 2,455                | 
|Gold produced (ounces)                              |  | 147,501              | 
|Gold sold (ounces)                                  |  | 147,950              | 
|Average realized price per
      gold ounce sold($) |  | 1,247                | 
|Average London PM fix ($)                           |  | 1,273                | 
|Operating cash costs ($ per
      gold ounce)1      |  | 593                  | 
|Total cash costs ($ per gold ounce)1                |  | 656                  | 
|Allin sustaining costs ($
      per gold ounce)1   |  | 984                  | 

|                                                              |  | YearendedDecember31, |  
|------------------------------------------------------------- |  | -------------------- | -
|FinancialData                                                 |  | 2016                 |  
|(in thousands of US dollars except per share
      amounts)   |  |                      |  
|Revenue                                                       |  | 185,167              |  
|Income from mine operations                                   |  | 27,140               |  
|Net income (loss)                                             |  | (13,216              | )
|Adjusted net income (loss)1                                   |  | (8,623               | )
|Basic and diluted income
      (loss) per share               |  | ($0.07               | )
|Adjusted net income (loss) per share1                         |  | ($0.04               | )
|Operating cashflows before
      working capital changes      |  | 73,622               |  
|Assets                                                        |  |                      |  
|Mining interests                                              |  | 541,244              |  
|Total assets                                                  |  | 662,712              |  
|Liabilities                                                   |  |                      |  
|Longterm liabilities                                         |  | 198,884              |  
|Total liabilities                                             |  | 246,287              |  
|Equity                                                        |  |                      |  
|Weighted average shares
      outstanding (basic and diluted) |  | 198,973,570          |  

Performance data in the table above is presented for the three
years ended December 31, 2016, 2015 and 2014. The Company commenced commercial
production on April 1, 2016 and as a result, some measures presented in the
table above are not applicable for 2015 and 2014 given the Company was not yet
operating. All results in the table above are the consolidated results of the
Company. The Company operates in two segments, Ghana and Canada; the Canadian
segment is a head office function and is not presented separately in the results
below as its results are not material to the Companys overall operations. All
financial results in this MD&A are discussed on a consolidated basis and
include 100% of the results from the Ghanaian operations.

5

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

3)      2016 Outlook and strategy

Current operations

During H2, the Company produced 111,164 ounces, meeting the
upper end of the increased production guidance of 106,000 - 111,000 ounces. H2
production guidance was increased twice during 2016 as a result of three
principal factors: i) the processing facility operating at 20% above design
capacity in September; ii) gold recovery at 94%, or 1.5% above plan; and iii)
the increase in the average feed grade to the plant of 2.1 g/t gold. A mobile
crusher commissioned on-site during Q3 2016 mitigated a bottleneck in the
primary crushing facility allowing the processing plant to mill a record 901,000
tonnes during Q4 with average milling rates now at 300,000 tonnes per month. The
operations produced 57,178 ounces of gold in Q4, representing a 6% increase over
Q3 2016 and a 57% increase over Q2 2016.

The 2016 near mine exploration program yielded success during
the year with the completion of the Nkran Extension and Adubiaso Extension
resource estimates, positive drill results and completion of an initial mineral
resource estimate from the newly acquired Akwasiso deposit and the completion
and submission of the Supplementary Environmental Impact Study for Adubiaso
Extension. The Company received the permit for the Adubiaso Extension in Q3 and
completed initial grade control drilling in Q4 2016, progressing the deposit to
be mine ready. The permit for the Nkran extension is expected to be received in
Q1 2017 with mining expected to commence on a small northern pit during Q4 2018.
An initial Akwasiso Mineral Resource Estimate (MRE) has been completed during
January 2017, and the oxides of that deposit have now been scheduled for
exploitation commencing during Q1 2018. Further drilling is being to be
completed during Q1 2017 to augment the indicated resource inventory. The
predominantly oxide ores from these targets are expected to be blended with
fresh ore from the Nkran pit to maximise utilization of the existing processing
plants capacity. These satellite deposits, together with Dynamite Hill, are
planned to provide additional ore sources from H2 2017 onwards.

By the end of Q3 2016 the capital project for the first phase
of the AGM was complete and the mine and processing facility were fully
operational. As at December 31, 2016: $290 million had been spent, $0.9 million
in payables remained to be paid and $0.9 million in invoices were yet to be
received bringing the total capital cost of the project to $291 million,
approximately $4 million under the budget estimated in the Definitive Project
Plan(DPP) filed on www.sedar.comon December
17, 2014.

Planned expansion

The Company proposes to increase gold production at the AGM
from 230,000  240,000 ounces per year in 2017 to ~450,000 ounces per year by
2020. The expansion plans to bring the large Esaase deposit into production,
leveraging off current plant infrastructure, in two stages.

For the first stage, Project 5M (previously described as Phase
2A), the existing process facility will be upgraded from 3.6Mtpa to 5Mtpa,
through the addition of additional gravity recovery equipment, upgrading pumping
systems and a twin tailings pipe line. Capital costs are expected to be $25-30
million. FEED is underway and expected to be completed in Q2 2017. Work on the
project is expected to begin during Q2 2017 and will be complete in H2 2017.

Initial ore feed to the expanded processing facility during
2017 will be sourced from the near mine at surface oxide deposit Dynamite Hill.
During 2018 Akwasiso will augment ore feed bringing the AGMs third pit into
production while the conveyor from Esaase is completed and prepared for
commissioning during Q4 2018.

Mining operations are planned to commence at the Esaase deposit
in H2 2018. Ore will be transported via a 27km overland conveyor to the process
facility. FEED for the conveyor belt has also commenced and construction is
expected to begin in Q2 2017 and take 18 months to complete, with a capital cost
estimate of $100 - 110 million. The Environmental Permit and Mine Operating
Permit were received from the Ghanaian EPA and the Ghanaian Minerals Commission
respectively in January 2017.

6

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

During Q2 2016, the Company announced that it had successfully
agreed to terms with RK Mine Finance (Red Kite) to amend its existing US$150
million loan facility and defer repayment of the principal for two years to
allow cash flow from operations (see 8. Liquidity and capital resourcesbelow) to be utilized to fund the planned expansion projects. On November 2,
2016 the Board of Directors gave approval to proceed with Project 5M.

The second stage of the proposed expansion plan is Project 10M,
the construction of an additional 5Mtpa CIL processing facility to double
throughput from 5Mtpa to 10Mtpa. Ore is expected to be sourced from Nkran and
the surrounding satellite deposits (3Mtpa) and Esaase (7Mtpa). Gold production
is envisioned to be ~ 450,000 ounces per year by 2020.

Exploration

Following encouraging results from a near-mine exploration
program in the first half of 2016, the 2016 exploration program continued to
focus on near-mine priority targets. The first drilling campaign delineated two
mineralized zones - one is an extension of the existing Adubiaso pit (3km from
the existing processing facility) named Adubiaso Extension, and the other is a
north-easterly extension of the main Nkran pit mineralization, named Nkran
Extension. Both zones present at surface and given that they have not been mined
before and are located within the existing mine permit boundaries, the
permitting process should be streamlined therefore enabling mining of the oxide
ores during 2018-2019.

During Q3 2016 the Company finalized the acquisition of
Akwasiso, a previously drilled exploration target, located approximately 5km
along a strike to the north east of the Nkran pit mining operation. As part of
the purchase agreement, the Company also signed a contract to issue the seller a
net smelter royalty of 2% on ores mined from Akwasiso, in the event that the
Akwasiso property commences production in the future.

The first phase of drilling (10,000m) on Akwasiso was completed
during Q3 2016, with extremely positive drilling results. An initial Mineral
Resource Estimate for Akwasiso has been published as part of the Companys
updated Global Mineral Resource and Reserve Estimate, as at December 31, 2016
(see 5.4. Global AGM mineral resource and reserve statements). For
further discussion on exploration see 5. Development and exploration
update below.

7

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

4)      Operating
performance

The following table provides a summary of operating performance
at the AGM for the three and nine months ended December 31, 2016. Data prior to
this date has not been provided as it does not provide meaningful information
for comparative purposes as it relates to production in the period prior to
commercial production.

Threemonthsended
    NinemonthsendedDecember31,2016
    December31,2016KeyperformanceDataTonnes of ore mined (000s)
    1,300
    3,865Tonnes of ore milled (000s)
    901
    2,455Mining cost ($/tmined)
    3.88
    3.83Processing cost ($/ttreated)
    12.80
    13.24Average mill head grad e(g/t)
    2.1
    2.0Average recovery rate (%)
    94.4%
    93.7%Gold
      produced (ounces)
    57,178
    147,480Gold sold (ounces)
    58,483
    147,950Silver produced (ounces)
    13,849
    34,272Silver sold (ounces)
    12,998
    36,673Average realized price per gold ounces old($)
    1,199
    1,247Average London PM fix ($)
    1,221
    1,273Operating cash costs (per gold ounce)1
    524
    593Total
      cash cost s(per gold ounce)1
    584
    656Allin sustaining costs (per gold ounce)1
    893
    984


The Companys pre-commercial production operations commenced
January 1, 2016 with the mechanical completion of the processing facility, and
ceased on March 31, 2016 on the eve of the declaration of commercial production.
Commercial production was announced at the AGM effective April 1, 2016. Below,
the Company has presented a discussion of pre-commercial production operations
during Q1 2016 as well as a discussion of operations for Q2, Q3 and Q4 2016,
post commercial production; there are no comparative numbers as the mine was not
operating in 2015.

Pre-commercial production  Q1 2016

The quarter saw a highly successful ramp-up of the processing
plant which was commissioned six weeks ahead of schedule, ramped up to design
throughput three months faster than expected, and operated consistently at more
than 10% above design throughput rates. The processing plant produced its first
gold in January and during Q1 produced 15,337 ounces of gold; 6,591 ounces of
which were held as inventory as of March 31, 2016. During this pre-commercial
production period, gold recovery exceeded expectations achieving in excess of
94% over the last two weeks of March versus a design of 92.5%.

8

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

As a result of higher than expected demand for feed, ore in the
pre-commercial production period was predominantly bulk mined with a focus on
mining higher rates from the pit in order to open up the main ore zones, as well
as to give the pit more operational flexibility. Consequently, lower head grades
were mined, with higher levels of dilution and gold losses than planned.

Commercial production Q2 2016

Q2 2016 was the Companys first quarter of commercial
production and prior to the mine reaching steady state operations. Mining
operations during this period were exclusively in the Nkran pit where bulk
mining of the periphery of the main ore zones was undertaken to open up access
to the main ore body. This objective was achieved by the end of Q2 with 5.8
million tonnes (Mt) of waste removed from the pit and 1.2Mt of ore mined at a
strip ratio of 4.7:1. As anticipated, the bulk mining resulted in higher levels
of dilution and gold losses than expected at steady state, resulting in an
average grade of mined ore of 1.48 g/t gold.

By the end of Q2, the first two ore domains were encountered at
Nkran and the dilution and ore losses started to approach projected normal
rates, resulting in higher grade ore being fed to the processing plant. The
average mill feed grade for the month of June was 2.0 g/t gold. Recovery of gold
in Q2 was in line with expectations with higher recoveries achieved in the
latter half of the quarter once the oxygen plant was fully operational. The
average gold recovery for the quarter was 92%. During Q2 a number of operational
improvements were implemented in the processing plant including mechanical
changes to the materials handling and crushing circuits, ball mill and SAG mill
gear changes and other de-bottlenecking work that resulted in higher than normal
planned mechanical down-time in the processing plant. The goal of the work was
to optimize the inherent additional mill capacity and operate at 275,000t per
month, or about 10% above design rates on a continuous basis. With the bulk of
the changes completed by early June, the processing plant treated 265,000t
during the month was operating at the levels anticipated from these
improvements.

Q3 & Q4 2016 Health and safety

There were no lost time injuries (LTI) during H2, with only
one LTI occurring in the last 12 months on March 8, 2016. As at December 31,
2016, there have been 4,853,083 LTI free man-hours worked. The 12-month rolling
lost time injury frequency rate as at December 31, 2016 per million man hours
worked is 0.20.

Mining

As anticipated, the bulk mining in Q2 resulted in exposure of
the central mineralized zone of the Nkran pit, where the majority of mining
operations continued for Q3 & Q4, and shall continue for the life-of-mine.
The average gold grade mined was 1.9 g/t in Q3, 2.0 g/t in Q4 and 1.95 g/t in
H2. During H2, a total of 12 million tonnes (Mt) of waste was removed from the
pit and 2.6Mt of ore mined at a strip ratio of 4.6:1. The key mining statistics
for the Companys first three quarters of commercial production are presented
below, and show, as expected, the Company reaching steady-state operations for
Q3 and Q4, 2016, in-line with the Companys plan.

Key Mining Statistics
    Units
    Q4 2016
    Q3 2016
    Q2 2016Total Tonnes Mined
    000 t
    7,231
    7,332
    7,059Waste Tonnes Mined
    000 t
    5,931
    6,003
    5,816Ore Tonnes Mined
    000 t
    1,300
    1,326
    1,243Strip Ratio
    W:O
    4.6:1
    4.5:1
    4.7:1Average Gold Grade Mined
    g/t
    2.0
    1.87
    1.48


9

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

The mining costs for Q2, Q3 and Q4 remained relatively
consistent at $3.74/tonne, $3.88/tonne and $3.88/tonne mined, respectively.
During the post-commercial production period, the mining fleet was revitalized
to include new CAT 777 haul trucks and three new drill rigs. The Company is
seeing improved equipment utilization and increased efficiencies as a result of
the new fleet and equipment and expects the cost of mining to improve to $3.50
-$3.70/t mined in 2017.

Processing

The processing plant processed 1,753,000 tonnes of ore in H2 at
an average grade of 2.1 g/t. Recovery of gold in H2 exceeded expectations at 94%
as compared to a plan of 92.5%. The key production statistics for the Companys
first three quarters of commercial production are presented below, and show, as
expected, the significant improvement each quarter, in-line with the Companys
plan.

Key Production Statistics
    Units
    Q4 2016
    Q3 2016
    Q2 2016Ore Treated
    000 t
    901
    852
    702Gold Feed Grade
    g/t
    2.1
    2.1
    1.7Gold Recovery
    %
    94
    94
    92Gold Produced
    oz
    57,178
    53,986
    36,337


During Q4 the milling facility processed an average of 300,000t
per month.

Ore inventory movements

During H2, the mining operations continued to stockpile ore
ahead of the processing plant on the Run-of-Mine (ROM) pad. The stockpile
balances for the Companys first three quarters of commercial production are
presented below.

3 months ended December
    3 months ended September
    3 months ended June 30,ROM
    **31, 2016**
    **31, 2016**
    **2016**Stockpile
    Tonnes
    Gold (g/t)
    Ounces
    Tonnes
    Gold (g/t)
    Ounces
    Tonnes
    Gold (g/t)
    OuncesHigh grade
    44,366
    3.16
    4,507
    8,482
    3.20
    872
    17,817
    3.30
    1,890Medium grade
    222,273
    1.96
    13,981
    138,824
    1.77
    7,920
    75,033
    1.54
    3,715Low grade
    1,255,632
    1.19
    48,181
    975,687
    1.09
    34,051
    555,210
    1.05
    18,808Total ROM
    1,522,271
    1.36
    66,669
    1,122,993
    1.19
    42,843
    648,060
    1.17
    24,414


At the end of Q3, stockpiles had reached suitable levels and
ore mining rates were aligned to optimize the ROM pad management. During Q4,
mining was predominantly from the main mineralized domain in the Nkran pit and
the Company took the opportunity to improve the overall grade profile of the
stockpile by adding additional high grade material to the 3 respective
stockpiles. In addition to the ROM stockpiles, the processing plant maintains a
crushed ore stockpile for emergency use in the event of a crusher breakdown. As
well, during the Nkran pre-stripping operations, marginal ore was stockpiled
separately for potential processing at the end of the mine life and consists of
465,343t at 0.79 g/t (11,819 ounces of gold); this ore is included in inventory
as at December 31, 2016.

10

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

5)      Development
and Exploration update

5.1 Phase 1

Development expenditures

The development of the first phase of the AGM was completed
both ahead of schedule and under budget. The capital cost budget for the Project
as approved by the Board of Directors was $295 million with the Project
commencing July 1, 2014. A summary of the Phase 1 development expenditures at
December 31, 2016 was as follows:

CostofProperty,PlantandEquipment
    $millionsAs at December 31 ,2016
    328.4Less: costs incurred prior to July 1, 2014
      (preconstruction decision)
    (13.8)Less: costs acquired through the
      acquisition of PMI
    (9.2)Less: capitalizd
      interest
    (15.4)TotalPhase1DevelopmentExpenditures
    290.0


Of the total of $290 million Phase 1 expenditure incurred by
December 31, 2016, approximately $0.9 million was in payables as at December 31,
2016. A further $0.9 million in cash remains to be incurred with respect to
Phase 1 relating to the final EPCM (engineering, procurement contract
management), EC & I (electrical, controls and instrumentation) and S&PP
(steelwork, platework and piping). With the commencement of commercial
production on April 1, 2016, all of the Phase 1 development costs were
transferred to depletable mineral properties.

5.2 Expansion projects

The Phase 2 PFS (published in May 2015) envisioned integrating
the Esaase deposit with first phase of the AGM to create one large, multi-pit
mine and expanding the existing processing facilities to produce an average of
411,000 ounces of gold per annum over a 10.5 year Life of Mine (LoM) from
2018. The ore would be mined and crushed at Esaase and then conveyed to the
expanded CIL processing facility, which would include an upgrade to the CIL
circuit with two extra tanks to increase capacity from 3Mtpa to 3.8Mtpa and the
addition of a 5Mtpa flotation plant.

The scope of the Expansion DFS (previously described as Phase
2) has changed since the publication of the Phase 2 PFS, following the
successful commissioning of the first phase of the AGM in Q1 2016. The
performance of current CIL plant, operating at 120% of the 3Mtpa design with
gold recovery at 94% vs design of 92.5%, provided the basis for thorough review
of the PFS plan for a flotation plant. The scope change from a flotation plant
to a CIL plant has been driven by the reduction in operating costs, based on the
actual operating performance, as well as positive metallurgical test work
conducted during 2016.

Therefore, the Expansion DFS has been modified to include a
two-stage approach for the integration of the Esaase deposit with the current
mining and processing operations. Once complete, the Company plans to increase
gold production at the AGM from 230,000  240,000 ounces per year in 2017 to
~450,000 per year by 2020.

- Project 5M (previously described as Phase 2A): upgrade the existing CIL
  circuit from 3.6Mtpa to 5Mtpa and development of the Esaase mine, including
  the construction of a 27km overland conveyor to transport the Esaase ore (up
  to 2Mtpa) to the existing processing facility; and
- Project 10M (previously described as Phase 2B): construction of an
  additional 5Mtpa CIL plant to double the total processing capacity to 10Mtpa
  and increase the mining tonnage of Esaase ore to 7Mtpa.

11

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

Overview of Project 5M

Project 5M plans brownfield modifications to upgrade the
existing process facility from 3.6Mtpa to 5Mtpa through the addition of
additional gravity recovery equipment, upgrading pumping systems and a twin
tailings pipe line. The upgrades to the processing facility that were originally
envisioned to expand capacity from 3Mtpa to 3.8Mtpa in the PFS are now expected
to increase production levels up to 5Mtpa with some minor additional capital
expenditure. Capital costs are expected to be $25-30 million, which will be
detailed in the DFS, due to be published in Q2 2017. FEED is currently underway
and expected to be completed in Q2 2017. Work on the brownfield modifications is
expected to begin during Q2 2017 and will be complete in H2 2017.

Development plans also include construction of mining and
crushing infrastructure at Esaase and a 27km overland conveyor belt to transport
the ore to the existing processing facility. FEED for the conveyor belt has
commenced and construction is expected to begin in Q2 2017 and take 18 months to
complete with a capital cost estimate including ancillary infrastructure of $100
- 110 million. The Environmental Permit and Mine Operating Permit for the Esaase
mine and overland conveyor were received from the Ghanaian EPA and the Ghanaian
Minerals Commission respectively in January 2017.

Whilst the overland conveyor is being constructed and the
Esaase mine is being developed, ore will be sourced from the Nkran pit and
surrounding satellite deposits to fill the additional capacity of the processing
plant. Dynamite Hill is expected to commence ore mining operations during H2
2017 and in 2018, Akwasiso will also be developed and mined. These two pits will
supply oxide ores to the processing plant. A full mine plan and multi-pit
schedule will be detailed in the Expansion DFS.

In November 2016, following receipt of the Environmental
Invoice (a pre-cursor to receiving the final environmental Permit) from the
relevant Ghanaian regulatory authorities for the Esaase mine and conveyor
development, the Board of Directors approved Project 5M.

Based on the PFS capital cost estimate and mine plan, Project
5M is expected to take approximately 21 months for detailed design and
construction at a total capital cost of approximately US$125  140 million.
Production of 270,000 ounces  300,000 ounces per annum is targeted to commence
in 2018. The increase in production by approximately 45% is expected to improve
the overall unit operating costs as the fixed cost of operations is spread over
a larger production base and the oxide ores from the satellite deposits are
treated for the incremental operating costs. The operating and capital cost
estimates are currently being updated as part of the DFS, which is now due in Q2
2017.

Based on the current gold price environment, the Company is
forecasting that it will be able to fund construction of Project 5M from the
cash flow from the existing operations.

Overview of Project 10M

The second stage of the Expansion project, Project 10M, will
double the processing capacity of the AGM to 10Mtpa with the construction of an
additional 5Mtpa CIL processing plant. Production is expected to be ~450,000
ounces per annum from 2020.

The scope change from a flotation plant in the PFS to a CIL
plant has been driven by the reduction in operating costs, based on the actual
operating performance of the existing processing plant, as well as positive
metallurgical test work conducted during 2016. Furthermore, replicating the
current CIL flowsheet delivers additional synergies, including:

| | The workforce, experience and skills in Ghana are
      predominantly CIL based;                                                         
|- | -----------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                          
| | Frequent power fluctuations and trips will cause
      instability in a flotation plant;                                                 
|  |                                                                                                                                          
| | Building an identical plant (except mills) offers
      potential savings on engineering design and capital costs risks (as
      built);
|  |                                                                                                                                          
| | Replicating the current flowsheet will result in
      simplified operations;                                                            

12

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

| | Using the same reagents as the existing processing plant
      reduces holding costs and offers opportunities for savings; and
|- | ------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                               
| | Reduction in insurance and operating spares
      holdings.                                                                   

Mining operations at Esaase will be increased to 7Mtpa of ore,
with the balance of 3Mtpa being supplied from Nkran and the surrounding
satellite deposits.

The capital cost is expected to be approximately US$210-220
million and development of Project 10M is being staggered to enable the capital
cost to be funded from cash flow from operations. The current approach to phased
development brings flexibility to the project execution timeline should market
or financing conditions improve, thereby allowing the accelerated development of
Project 10M.

5.3 Exploration and evaluation

Following a successful prospectivity mapping program in 2015
that identified a series of drill ready targets on the Companys substantial
land package on the Asankrangwa Belt, a number of these targets were drilled
during the year with a goal of delineating a mineral resource and reserve
estimate.

The focus for 2016 was three near surface oxide targets within
short trucking distance of the processing plant: Nkran Extension, Adubiaso
Extension and Akwasiso. Each of these targets is expected to provide additional
ore feed to the processing plant from 2018 onwards. Given these deposits are
free milling and present as near surface oxide deposits, they are expected to
produce gold at lower operating costs than current operations.

Nkran Extension, Adubiaso Extension as well as the newly
acquired and drilled Akwasiso deposit are being incorporated into the updated
Life of Mine plan for the AGM which forms part of the Expansion DFS, due in Q2
2017.

Nkran ExtensionThe Nkran Extension is located on
the Nkran shear structure, approximately 1.5km from the Nkran pit, and runs for
900m North-South adjacent to the existing Tailings Storage Facility (TSF). The
zone of interest was originally indicated from sterilization drilling for the
TSF in 2013.

During Q1 2016 the zone was infilled by RC drilling on a
heel-toe 40m x 20m grid. In Q2 2016, following the completed assaying of the 29
Reverse Circulation (RC) drill holes (approximately 2,200m), an initial
classified Mineral Resource was estimated. Whittle pit analysis, combined with
infringement on the eastern embankment of the existing tailings dam, has
restricted the Nkran extension to one pit at the northern end of its strike,
just south of the Akwasiso deposit. An updated Mineral Resource and Reserve, as
at December 31, has been published as part of the Companys annual filings
(refer to Tables 1, 2 and 3 below, see 5.4. Global AGM mineral resource and
reserve statements).

The Nkran extension permit applications were lodged with the
relevant regulatory bodies during Q3 2016 and the permits are expected in Q1
2017.

Adubiaso ExtensionThe Adubiaso pit is a previously
mined satellite pit at the AGM, which is estimated to contain a remaining 2.2Mt
of Proven and Probable Mineral Reserves at 2.04 g/t gold (refer to Table 3
below, see 5.4. Global AGM mineral resource and reserve statements).
These Mineral Reserves lie predominantly under the old pit. In 2015,
mineralization in two zones over a 300m strike length extending to the
North-East of the existing pit, named Adubiaso Extension, were identified based
on an analysis of historical drill hole data.

13

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

In the first quarter of 2016, the Company drilled 20 holes
(approximately 2,100m) of RC drilling and delineated a classified Mineral
Resource for Adubiaso Extension. In February 2017, a Mineral Resource and
Reserve Estimate was published (refer to Tables 1, 2 and 3 below, see 5.4.
Global AGM mineral resource and reserve statements).

The supplementary Environmental Impact Statement for Adubiaso
Extension was submitted earlier in 2016 and the requisite permits were received
during Q3 2016. Mining of the deposit has been scheduled for 2018-2019.

Akwasiso Satellite Deposit

The newest deposit, Akwasiso, is located on the Nkran shear
corridor and lies approximately 2km north of the current Nkran pit, immediately
north of Nkran Extension and approximately 5km south of the Dynamite Hill
deposit. Until recently the area was designated as a Small Miners Concession.
Asanko acquired the rights to the mineral concessions during Q3 2016, which are
contained within its existing Abirem mining lease.

The Akwasiso target area is particularly prospective as it was
previously drilled by the past owner of the mineral concessions and had a known
non-compliant Mineral resource estimate. Asanko completed a 10,000m drilling
program during Q4 2016 to validate the geology and grade continuity of surface
mineralized oxide zones defined by a previous operator. The historical drilling
only evaluated the deposit to a depth of approximately 100m, whereas Asankos
drilling campaign incorporated deeper drilling to more fully understand the
potential of the deposit.

Visual inspection and logging of the diamond core shows
similarities of the mineralization style to Nkran and other satellite deposits,
with intrusive granite in a mixed sedimentary package, with altered and
mineralized sandstone units containing silicification, sulphides and quartz
veining. Visual gold was observed in several intercepts. In addition to
confirming this historical work, significant mineralization has now been
discovered below and on the western flank of the previous drilling.

A maiden Mineral resource and reserve estimate was published in
February 2017 (refer to Tables 1, 2 and 3 below, see 5.4. Global AGM mineral
resource and reserve statements). A further phase of RC and Diamond
drilling is currently nearing completion, and is expected to convert a large
portion of the Inferred resources to an Indicated classification.

5.4 Global AGM mineral resource and reserve estimate

Mineral resourcesIn February 2014, Asanko acquired
PMI Gold Inc (PMI) and merged its Obotan project with the Esaase project to
form what is now the Asanko Gold Mine. Following the acquisition, Asanko
undertook a complete re-assessment of the mineral resource estimates (MRE) for
the Obotan project, namely the Nkran, Adubiaso, Abore, Dynamite Hill and Asuadai
deposits.

The Mineral resources were estimated in accordance with the
guidelines of the Canadian Institute of Mines, Metallurgy and Petroleum (CIM)
whose criteria are incorporated as the standard under Canadian Securities
regulators National Instrument 43-101 (NI 43-101) Disclosure Standards for
Mineral Projects. The Independent Qualified Person (QP) was Charles Muller of
CJM Consulting and the NI 43-101 compliant technical report dated September 30,
2014, is filed under the Companys profile on SEDAR.

The Global Mineral Resource Estimate (MRE) for the AGM has
been updated (refer to news release dated February 24, 2017 available on the
Companys website at www.asanko.com) as at December 31, 2016 to reflect
depletion from the first two years of mining the Nkran pit, the application of
updated constraining parameters for resource modelling, and includes the three
deposits discovered in 2016; Akwasiso, Nkran Extension and Adubiaso Extension,
two additional pits at Esaase, as well as an updated Mineral Resource Estimate
for the Nkran pit, which has been prepared by a second independent expert CSA
Global (CSA), a leading mineral consulting group.

In line with best practice, the AGM MRE has also been updated
from previous Mineral resources (using a 0.3 g/t Au waste determination) to
Mineral resources above a cut-off grade of 0.5 g/t Au within a US$2,000 per
ounce gold pit shell. The resultant resource estimate is fully compliant with
the intent of the CIM 2014 Code (Canada) with respect to stating mineral
resources that have a reasonable prospect of eventual economic extraction.

With regards to Nkran, the resource has been depleted by
270,471 ounces during 2015 and 2016 due to mining operations through to the end
of December 2016. In addition, the application of the constraining parameters
has resulted in a further 352,000 ounce reduction when compared to the original
unconstrained November 2014 DPP MRE (see press release dated November 13, 2014).
The MRE includes the grade control drilling data on a 10m x 5m grid below the
December 31, 2016 pit floor.

14

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

Analysis was conducted using uniform conditioning, indicated
kriging and ordinary kriging to align the mineral resource estimate methodology
to reflect the reconciliation of production during 2016. The sensitivity of the
indicated kriging method for ore zone delineation was analyzed in detail and the
method confirmed to be appropriate for the Nkran style of mineralization.

During Q4 2016, additional infill drilling was completed at
Dynamite Hill, which increased the resource estimate from 110,000 ounces to
161,000 ounces.

The Phase 1 drilling program at the Akwasiso deposit has
provided the basis for an initial MRE (see Tables 1 and 2 below). The Company is
currently completing a second phase of drilling (4,800m) which aims to upgrade
the considerable Inferred resource at this pit to an Indicated classification.
The results are expected in H2 2017.

There have been other incremental increases in the satellite
pits due to an adjustment of Whittle input parameters such as an improved fuel
price, mining and processing costs, process plant throughput and gold recovery
rates.

Mineral Resource Estimate Comparisons

AGM Global Mineral Resource Estimate (Measured &
      Indicated)
    Tonnes (Mt)
    Grade (g/t Au)
    Ounces (Moz)Nov 2014 DPP Resource (unconstrained pit shell)
    144.26
    1.71
    7.94Depleted Dec 2016 DPP (with constraining parameters)
    143.46
    1.61
    7.42Updated Dec 2016 MRE (with constraining
      parameters)
    158.27
    1.44
    7.34Variance between Depleted Dec 2016 DPP and Updated Dec 2016
      MRE
    +10%
    -10%
    -1%


Table 1: Asanko Gold Mine Global Measured and
Indicated Mineral Resource Estimate (as at December 31, 2016)

Deposit
    Measured
    Indicated
    Total (M&I)Mt
    g/t Au
    Moz
    Mt
    g/t Au
    Moz
    Mt
    g/t Au
    MozEsaase Main
    26.64
    1.37
    1.17
    65.50
    1.37
    2.89
    92.14
    1.37
    4.06Nkran
    5.58
    1.67
    0.30
    34.71
    1.68
    1.87
    40.29
    1.68
    2.17Abore
    2.30
    1.39
    0.10
    4.68
    1.33
    0.20
    6.98
    1.35
    0.30Dynamite Hill
    -
    -
    -
    3.80
    1.45
    0.18
    3.80
    1.45
    0.18Akwasiso
    -
    -
    -
    4.61
    1.20
    0.18
    4.61
    1.20
    0.18Adubiaso
    0.83
    2.35
    0.06
    1.57
    1.89
    0.10
    2.40
    2.05
    0.16Esaase D
    0.97
    1.09
    0.03
    1.35
    1.39
    0.06
    2.33
    1.26
    0.09Esaase B
    0.87
    0.99
    0.03
    2.21
    0.76
    0.05
    3.08
    0.82
    0.08Asuadai
    -
    -
    -
    1.97
    1.21
    0.08
    1.97
    1.21
    0.08Adubiaso Ext.
    0.16
    1.94
    0.01
    0.31
    1.59
    0.02
    0.47
    1.71
    0.03Nkran Ext.
    -
    -
    -
    0.20
    2.61
    0.02
    0.20
    2.61
    0.02Total
    37.36
    1.42
    1.71
    120.91
    1.45
    5.63
    158.27
    1.44
    7.34


Notes:All pits are at a cut-off of 0.5g/t Au
within a US$2,000 per ounce of gold pit shell.Nkran includes
depletion of 5.08Mt at 1.66 g/t Au for 270,471 ounces.All figures
are rounded to reflect appropriate levels of confidence. Apparent differences
may occur due to rounding.CSA Global undertook the MRE for Nkran and
Dynamite Hill and reviewed the Esaase Main pit.

15

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

CJM undertook and completed updates to the MRE on Abore,
Asuadai, Esaase B and D zones, Akwasiso, Adubiaso,Adubiaso Extension and
Nkran Extension.

Table 2: Asanko Gold Mine Global Inferred Mineral
Resource Estimate (as at December 31, 2016)

Deposit
    InferredMt
    g/t Au
    MozEsaase Main
    0.95
    1.37
    0.04Nkran
    1.69
    1.77
    0.10Abore
    5.37
    1.44
    0.25Dynamite Hill
    1.19
    1.43
    0.05Akwasiso
    3.85
    1.56
    0.19Adubiaso
    0.30
    1.98
    0.02Esaase D
    1.17
    1.24
    0.05Esaase B
    2.46
    0.84
    0.07Asuadai
    0.92
    1.61
    0.05Adubiaso Ext.
    0.24
    2.55
    0.02Nkran Ext.
    0.02
    1.12
    0.00Total
    18.17
    1.43
  0.83


Notes:All pits are at a cut-off of 0.5g/t Au
within a US$2,000 per ounce of gold pit shell.Nkran includes mining
depletion 5.08Mt at 1.66 g/t Au for 270,471 ounces.All figures are
rounded to reflect appropriate levels of confidence. Apparent differences may
occur due to rounding.CSA Global undertook the MRE for Nkran and
Dynamite Hill and reviewed the Esaase Main pit.CJM undertook and
completed updates to the MRE on Abore, Asuadai, Esaase B and D zones, Akwasiso,
Adubiaso,Adubiaso Extension and Nkran Extension.

CSA Global review of the Nkran, Esaase and Dynamite Hill MRE

The new MRE for Nkran is the outcome of a third party external
audit carried out by CSA, which was commissioned by the Company in mid-2016. The
scope of the review was for CSA to verify the modelling techniques applied by
CJM Consulting (CJM) to the original November 2014 DPP MRE (see press release
dated November 13, 2014 available on the Companys website at www.asanko.com)
and to verify the Companys grade control, mining, reconciliation methodology
and the mine to metal accounting. The audit concluded that the MRE modelling
methodology was appropriate for the style of mineralization at Nkran and that
the grade control, mining, reconciliation methodology and the mine to metal
accounting that was implemented at the mine was excellent.

As part of the audit, CSA also reviewed the geological
modelling of Nkran, given the complex nature of the structural controls
associated with the Nkran mineralization. The Nkran pit gold mineralization is
controlled by a combination of sandstone rock units enclosed by steep shear
structures and a later cross cutting and shallow dipping vein style of
mineralization. The challenge for mineral resource estimation is the integration
of the gold mineralization associated with both of these structures. CSA
concurred with the Companys geological interpretation and acknowledge the
existence of the flat structures but downplay the contribution of gold from them
into the block model.

CSA compiled the MRE for Nkran and Dynamite Hill, and reviewed
the Esaase Main pit MRE and concurred with the CJM estimate. CJM compiled the
MRE for all the other deposits.

16

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

Qualified Person for Mineral Resource Estimate
Malcolm Titley (CSA Global Principal Geologist; AIG), is the Qualified
Person for the sign off of the Nkran and Dynamite Hill MRE. Charles J. Muller,
(B.Sc. Geology (Hons), PR.Sci.Nat., MGSSA, a Director of CJM Consulting Pty Ltd.
(CJM) of Johannesburg, South Africa) is the Qualified Person for the sign off
of the Esaase, Abore, Adubiaso, Adubiaso Extension, Asuadai, Akwasiso and Nkran
Extension MRE. The MREs are reported in accordance with Canadian National
Instrument 43-101 requirements and the South African Code of Reporting of
Exploration Results (SAMREC), which is consistent with the CIM Estimation Best
Practice Guidelines in Canada. Mr Titley and Mr. Muller have reviewed and
approved the technical content of this MD&A. Phil Bentley, Asanko Executive:
Geology and Resources (Pr.Sci.Nat.) is the Asanko Qualified Person under NI
43-101 guidelines who assumes technical responsibility for Mineral resource
contents of this MD&A.

Mineral reserves

As a result of the positive economic outcomes of the May 2015
Asanko Gold Mine PFS, a portion of the Company's Mineral resources for Esaase
were upgraded to Mineral reserves. TheMineral Reserves were estimated in
accordance with CIM criteria for Mineral Reserves, incorporated as standard
under NI 43-101. The MRE was prepared by an independent engineering firm, DRA
Projects SA (Pty) Ltd and can be found in a NI 43-101 compliant technical report
dated June 29, 2015 and filed on SEDAR.

The Mineral Reserve Estimate (MRev) update process commenced
with the depletion of the 2014 November DPP MRev to the Nkran pit bottom, as at
December 31, 2016. Since the re-commencement of mining operations at the Nkran
pit in 2015, 5.08 Mt of ore have been mined at a grade average of 1.66 g/t Au
for a total of 270,471 ounces of gold.

The mining depletion of the 2014 November DPP MRev reduced the
reserve ounces in Nkran from 2.2Moz to 1.9Moz over the last two years, resulting
in a 14% reduction in the Nkran reserve base, although this translated to only a
6% reduction in global DPP reserves.

The reserves for Nkran have been updated based on the more
conservative CSA resource model, which has impacted the size and strip ratio of
the final Nkran pit. This updated MRev reduced the Nkran ounces from 1.9Moz to
1.47Moz, a reduction of 23%. However, with the addition of new reserves for
Akwasiso, Adubiaso Extension and Nkran Extension, as well as the reserves for
Dynamite Hill, Abore and Asuadai, the global Mineral Reserves for the AGM
complex have only been reduced by 2%.

Mineral reserve estimate comparisons

AGM Global Mineral Reserve Estimate
      (Proven & Probable)
    Tonnes (Mt)
    Grade (g/t
      Au)
    Ounces (Moz)Nov 2014 DPP Reserve
    97.10
    1.68
    5.24Dec 2016 DPP Reserves based on Depleted Resources
    91.48
    1.68
    4.94Dec 2016 Reserves based on Updated
      Resources
    95.41
    1.57
    4.82Variance between Dec 2016 DPP Reserves (Depleted Resources)
      and Dec 2016 Reserves (Updated Resources)
    +4%
    -6%
    -2%


17

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

Table 3: Asanko Gold Mine Global Mineral Reserve
Estimate (as at December 31, 2016)

Deposit
    Proven
    Probable
    TotalMt
    g/t Au
    Moz
    Mt
    g/t Au
    Moz
    Mt
    g/t Au
    MozEsaase Main
    22.8
    1.40
    1.03
    36.5
    1.38
    1.62
    59.39
    1.39
    2.65Nkran
    3.96
    1.98
    0.25
    18.57
    2.04
    1.22
    22.53
    2.03
    1.47Abore
    1.35
    1.62
    0.07
    1.77
    1.70
    0.01
    3.12
    1.66
    0.17Adubiaso
    0.96
    2.19
    0.07
    1.23
    1.92
    0.08
    2.19
    2.04
    0.14Dynamite Hill
    0.00
    0.00
    0.00
    2.62
    1.60
    0.13
    2.62
    1.60
    0.13Akwasiso
    0.00
    0.00
    0.00
    3.03
    1.38
    0.13
    3.03
    1.38
    0.13Asuadai
    0.00
    0.00
    0.00
    1.08
    1.23
    0.04
    1.08
    1.23
    0.04Nkran Ext.
    0.24
    1.98
    0.02
    0.26
    1.79
    0.01
    0.50
    1.88
    0.03Esaase D
    0.20
    1.05
    0.01
    0.40
    1.70
    0.02
    0.62
    1.50
    0.03Adubiaso Ext.
    0.11
    2.26
    0.01
    0.10
    1.68
    0.01
    0.22
    1.98
    0.01Esaase B
    0.10
    0.83
    0.00
    0.00
    0.92
    0.00
    0.13
    0.85
    0.00Total
    29.8
    1.52
    1.45
    65.6
    1.60
    3.37
    95.41
    1.57
    4.82


*Notes:* *Nkran includes depletion since February
2015 of 5.08Mt at 1.66 g/t Au for 270,471 ounces.*Reserves excludes
the ROM stockpile of 1.52Mt at 1.36 g/t Au for 66,669 ounces and the marginal
stockpile of 0.43Mt at0.67 g/t Au for 9,121 ounces.All pits
are at a cut-off of 0.8g/t Au, except Esaase Main, Esaase B and D zones, which
are at a cut-off of 0.6g/t Au.Reserves estimated at a US$1,300/oz
gold price.All figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.Only
Measured and Indicated Mineral Resources were converted to Mineral Reserves.

Qualified person

The Reserve Statements were all prepared by Thomas
Obiri-Yeboah, B.Sc. Mining Engineering (Hons), PR.Eng, a Senior Mining Engineer
of DRA Projects Pty Ltd. (DRA) of Johannesburg, South Africa. The reserve is
reported in accordance with Canadian National Instrument 43-101 requirements,
which is consistent with the CIM Estimation Best Practice Guidelines in Canada.
Frederik Fourie, Asanko Senior Mine Engineer (Pr.Eng.) is the Asanko Qualified
Person under NI 43-101 who assumes responsibility for the Mineral reserves.

Notes on Mineral Terminology

Mineral resources and reserves are derived from Canadian
Institute of Mining definitions (CIM 2014) which are aligned with the Canadian
NI 43-101 guidance for reporting Mineral resources and reserves. Similar
terminologies are in use in Australia (JORC) and South Africa (SAMRAC) and are
being considered in the United States.

Mineral resources do not have demonstrated economic viability,
but have reasonable prospects for eventual economic extraction. They fall into
three categories: measured, indicated and inferred. Measured and indicated
mineral resources can be estimated with sufficient confidence to allow the
appropriate application of technical, economic, marketing, legal, environmental,
social and governmental factors to support evaluation of the economic viability
of the deposit. For measured resources: we can confirm both geological and grade
continuity to support detailed mine planning. For indicated resources: we can
reasonably assume geological and grade continuity to support mine planning.

Mineral reserves are the economically mineable part of measured
and/or indicated mineral resources demonstrated by at least a preliminary
feasibility study. The reference point at which mineral reserves are defined is
the point where the ore is delivered to the processing plant. Mineral reserves fall into
two categories: a) proven reserves: the economically mineable part of a measured
resource for which at least a preliminary feasibility study demonstrates that
economic extraction is justified; and b) probable reserves: the economically
mineable part of a measured and/or indicated resource for which at least a
preliminary feasibility study demonstrates that economic extraction is
justified.

18

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

6)      Financial
results

The following table is a summary of the consolidated Statement
of Operations of the Company for the three and twelve months ended December 31,
2016. There are no comparative numbers in the table below with respect to a
number of measures given the Company was not yet in commercial production and so
not earning revenues or incurring production costs related to said revenues.

19

---

|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

|                                                         |  | Threemonthsended |   |   |        |   |  | Yearended   |  
|-------------------------------------------------------- |  | ---------------- | - | - | ------ | - |  | ----------- | -
|                                                         |  | December31,      |   |   |        |   |  | December31, |  
|                                                         |  | 2016             |   |   | 2015   |   |  | 2016        |  
|(inthousandsofUSdollars)                                 |  | $                |   |   | $      |   |  | $           |  
|                                                         |  |                  |   |   |        |   |  |             |  
|                                                         |  |                  |   |   |        |   |  |             |  
|Revenue                                                  |  | 70,304           |   |   |       |   |  | 185,167     |  
|Royalties                                                |  | (3,515           | ) |   |       |   |  | (9,258      | )
|Net Revenue                                              |  | 66,789           |   |   |       |   |  | 175,909     |  
|                                                         |  |                  |   |   |        |   |  |             |  
|Cost of sales                                            |  |                  |   |   |        |   |  |             |  
|Production costs                                         |  | (30,935          | ) |   |       |   |  | (88,688     | )
|Depreciation and depletion                               |  | (22,432          | ) |   |       |   |  | (52,958     | )
|Total cost of
      sales                                |  | (53,367          | ) |   |       |   |  | (141,646    | )
|                                                         |  |                  |   |   |        |   |  |             |  
|Writeoff of
      deferred stripping assets             |  | (7,123           | ) |   |       |   |  | (7,123      | )
|Income from mine operations                              |  | 6,299            |   |   |       |   |  | 27,140      |  
|Exploration and evaluation expenditures                  |  | (383             | ) |   | (1,948 | ) |  | (1,425      | )
|General and administrative expenses                      |  | (5,683           | ) |   | (2,126 | ) |  | (12,538     | )
|Income (loss) from operations                            |  | 233              |   |   | (4,074 | ) |  | 13,177      |  
|                                                         |  |                  |   |   |        |   |  |             |  
|Financ eincome                                           |  | 218              |   |   | 305    |   |  | 634         |  
|Finance expense                                          |  | (5,623           | ) |   | (195   | ) |  | (13,849     | )
|Foreign exchange (loss) gain                             |  | (1,501           | ) |   | 113    |   |  | (1,777      | )
|Gain on derivatives, net liability                       |  | 302              |   |   | 980    |   |  | 37          |  
|Loss before income taxes                                 |  | (6,371           | ) |   | (2,871 | ) |  | (1,778      | )
|Income tax (expense) recovery                            |  | (2,106           | ) |   | 3,084  |   |  | (11,438     | )
|Netincome(loss)andcomprehensive income(loss)fortheperiod |  | (8,477           | ) |   | 213    |   |  | (13,216     | )
|                                                         |  |                  |   |   |        |   |  |             |  
|Income (loss) per share                                  |  |                  |   |   |        |   |  |             |  
|Basic and Diluted                                        |  | ($0.04           | ) | $ | 0.00   |   |  | ($0.07      | )

Three months ended December 31, 2016 and 2015

Revenue and royalties

During Q4 2016, the Company sold 58,483 ounces of gold at an
average realized gold price of $1,199 for total revenue of $70.3 million
(including $0.2 million of by-product revenue), representing an 8% increase over
Q3 sales of 54,393 ounces (for revenue of $71.5 million including by-product
revenue of $0.3 million) and a 67% increase over Q2 sales of 35,074 ounces (for
revenue of $43.3 million including $0.2 million of by-product revenue). The
Company currently sells all of the gold it produces to Red Kite under an offtake
agreement (see 8. Liquidity and capital resourcesbelow). The
Ghanaian government charge a 5% royalty on revenues earned through sales of
minerals, which is treated as a reduction of revenue in accordance with the
Companys revenue recognition accounting policy. During the three months ended
December 31, 2016, the Company recognized a reduction to revenue of $3.5 million
relating to the royalty.

20

---

|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

No revenue was earned in 2015 as the Company was not yet in
commercial production.

Production costs

During the three-month period ended December 31, 2016, the
Company incurred production costs of $30.9 million relating to the sale of
58,483 ounces of gold. In accordance with the Companys accounting policy for
stripping costs, to the extent that excess waste is mined in an identified
component of the mine during the period, as compared to the expected waste
(based on the component-specific stripping ratio), a portion of costs are
deferred to mineral properties. A total of $10.8 million of stripping costs were
deferred to mineral properties during Q4 and are not included in cost of sales.
For a discussion of production costs incurred during the period see 4.
Operating performanceabove.

No production costs were incurred in 2015 as the Company was
not yet in commercial production.

Depletion and depreciation

Depletion of $11.9 million (including $7.8 million of depletion
of amounts capitalized in respect of deferred stripping) was recorded during the
fourth quarter as a result of mining 1.3M/t of ore. Depletion of the mineral
asset is charged to the statement of operations based on a units of production
basis and is not impacted by any other factors. Depreciation of $10.5 million
was recorded during Q4 in relation to plant, equipment and other fixed assets.
All such assets are depreciated based on a units of production basis or
straight-line over their useful economic lives.

No depletion or depreciation was recorded in cost of sales in
2015 as the Company was not yet in commercial production.

Write-off of deferred stripping asset

Subsequent to year-end, the Company announced a reserve and
resource update for the AGM. The results of this update led the Company to
re-evaluate the ore tonnes within each identified component of the AGM for
deferred stripping purposes. The analysis performed by management showed that
one of the six identified components for deferred stripping purposes, had less
ore tonnes remaining as at December 31, 2016 as compared to the previous
estimate, whereas the value associated with the other five components was
considered to be fully supportable. The updated reserve tonnes in this one
component did not support the capitalized value of this deferred stripping asset
which is recorded as part of Mineral properties, plant and equipment, and
accordingly, the Company has recorded a $7.1 million write-down related to this
component of the deferred stripping asset. This write-down forms part of the
Ghana operating segment.

General and administrative expenses

A summary of general and administrative expenses for the three
months ended December 31, 2016:

ThreemonthsendedDecember312016
    
    
    **2015**(inthousandsofUSdollars)
    
    $
    
    
    $Wages ,benefits and consulting
    
    2,674
    
    
    883Office and rent
    
    918
    
    
    698Professional fees and legal costs
    
    614
    
    
    263Sharebased payments
    
    51
    
    
    (141
    )Travel and marketing
    
    254
    
    
    153Corporate reorganisation
    
    748
    
    
    Other
    
    424
    
    
    270Total
    
    5,683
    
    
    2,126


21

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

General and administrative expenses of $5.7 million were
incurred in Q4 2016 as compared to $2.1 million in the same period in 2015. The
increase in 2016 was partly due to an accrual for short-term incentive payments,
as well as corporate reorganization costs incurred in 2016 in relation to the
Companys Ghanaian subsidiaries which were reorganized to move all operating
assets into the same legal entity and all exploration assets into a separate
legal entity.

Finance expense

Total finance expense of $5.6 million incurred during Q4
consists of $5.5 million of interest recognized in relation to the Companys
$150 million long-term loan (see 8. Liquidity and capital resourcesbelow) and $0.1 million in accretion charges relating to the asset
retirement obligation recognized in respect of the AGM.

Finance expense for the three-month period ended December 31,
2016 is higher than for the same period in 2015 as prior to the AGM being in
commercial production on April 1, 2016, all interest expenses relating to the
long-term loan were capitalized to deferred development costs in accordance with
the Companys accounting policy on borrowing costs. In 2015, finance expenses
consisted primarily of accretion expense on the asset retirement obligation
related to the AGM.

Year ended December, 2016 and 2015

Revenue and royalties

The Company declared achievement of commercial production at
the AGM on April 1, 2016. In its first nine months of commercial operations, the
Company sold 147,950 ounces of gold at an average realized gold price of $1,247
for total revenue of $185.2 million (including $0.6 million of by-product
revenue). During the first nine months of commercial operations, the Company
recognized a reduction to revenue of $9.3 million relating to the royalty
payable to the Ghanaian government (as discussed above under Three months
ended December, 2016 and 2015).

With the declaration of commercial production, the Company
started recording revenues from sales of gold. However, the Company did produce
and sell gold in the first quarter of 2016; the Companys pre-commercial
production operations commenced January 1, 2016 with the mechanical completion
of the processing facility, and ceased March 31, 2016 on the eve of the
declaration of commercial production. In accordance with the Companys revenue
recognition accounting policy, during this period, the Company included as
development costs the costs incurred for pre-commercial production mining,
processing and support operations offset by the revenue from saleable gold sold
(net of royalties). A summary of the costs and revenues is provided below:

|*(in thousands of US dollars)*                                   |  | 3monthsendedMarch31,2016 |  
|---------------------------------------------------------------- |  | ------------------------ | -
|Costs incurred during precommerical
      production            |  | 21,222                   |  
|Revenue during
      precommercial production, net of royalties |  | (10,048                  | )
|Netcostsdeferredtodevelopmentassets                              |  | 11,174                   |  

Production costs

In the first nine months of commercial production ended
December 31, 2016, the Company incurred production costs of $88.7 million
relating to the sale of 147,950 ounces of gold. A total of $36 million of
stripping costs were deferred to mineral properties during the nine months ended
December 31, 2016, and as such are not included in cost of sales. For a
discussion of production costs incurred during the period see 4. Operating
performanceabove.

The Company declared commercial production at the AGM on April
1, 2016; prior to this point, all pre-commercial operating costs were
capitalized (see Revenue and royaltiesabove).

Depletion and depreciation

22

---

|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

Depletion of $23.4 million (including $11.4 million of
depletion of the deferred stripping asset) was recorded during the first nine
months of commercial production ended December 31, 2016 as a result of mining
3.9M/t of ore. Depletion of the mineral asset is charged to the statement of
operations based on a units of production basis and is not impacted by any other
factors. Depreciation of $29.6 million was recorded during the same period
related to plant, equipment and other fixed assets. All such assets are
depreciated based on a units of production basis or straight-line over their
useful economic lives.

No depletion and depreciation was charged to cost of sales
prior to April 1, 2016 as the Company was not in commercial production.

Write-off of deferred stripping asset

See above under Three months ended December 31, 2016 and
2015.

General and administrative expenses

A summary of general and administrative expenses year ended
December 31, 2016 and 2015 is as follows:

YearendedDecember31,2016
    
    
    **2015***(in thousands of US dollars)*
    
    $
    
    
    $Wages and benefits
    
    4,711
    
    
    2,189Office and rent
    
    2,272
    
    
    1,620Professional fees
    
    1,500
    
    
    837Sharebased payments
    
    536
    
    
    1,322Travel and marketing
    
    843
    
    
    803Corporate reorganisation
    
    1,585
    
    
    Other
    
    1,091
    
    
    749Total
    
    12,538
    
    
    7,520


During 2016, general and administrative expenses of $12.5
million were incurred in comparison to $7.5 million for the same period in 2015.
The majority of the increase in cost was as a result of an accrual for
short-term incentive payments, corporate reorganization costs incurred in 2016
in relation to the Companys Ghanaian subsidiaries which were reorganized to
move all operating assets into the same legal entity and all exploration assets
into a separate legal entity. Bonus payments for the achievement of production
status at the AGM during the first quarter 2016 resulted in higher wages and
benefits than the same period in 2015. The increases were offset by lower
share-based payments in 2016 as the graded vesting schedule of the options
resulted in a lower expense in 2016 as compared to 2015.

Finance expense

Total finance expense of $13.8 million incurred in 2016
consists of $13.5 million of interest recognized in relation to the Companys
$150 million long-term loan (see 8. Liquidity and capital resourcesbelow) and $0.3 million in accretion charges relating to the asset
retirement obligation recognized in respect of the AGM.

Finance expense in 2016 is higher than for 2015, as prior to
the AGM being in commercial production on April 1, 2016, all interest expenses
relating to the long-term loan was capitalized to deferred development costs in
accordance with the Companys accounting policy on borrowing costs. In 2015,
finance expenses consisted primarily of accretion expense on the asset
retirement obligation related to the AGM.

23

---

|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

7)     Selected quarterly
financial data

The following table provides summary unaudited financial data
for the last eight quarters:

2016
    
    
    
    
    
    
    
    
    2015Q4
    
    
    Q3
    
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3
    
    
    Q2
    
    
    Q1*(in thousands of US dollars)*
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Revenue, net of royalties
    
    66,789
    
    
    67,694
    
    
    41,156
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
      cost of sales
    
    (53,367
    )
    
    (47,456
    )
    
    (40,823
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    Writeoff of deferred stripping
      asset
    
    (7,123
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income from mine operations
    
    6,299
    
    
    20,508
    
    
    333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exploration and evaluation expenditures
    
    (383
    )
    
    (188
    )
    
    (226
    )
    
    (628
    )
    
    (1,948
    )
    
    (464
    )
    
    (557
    )
    
    (546
    )General and administrative expenses
    
    (5,683
    )
    
    (1,785
    )
    
    (1,677
    )
    
    (3,393
    )
    
    (2,127
    )
    
    (1,452
    )
    
    (1,776
    )
    
    (2,165
    )Income (loss) from operations
    
    233
    
    
    18,535
    
    
    (1,570
    )
    
    (4,021
    )
    
    (4,075
    )
    
    (1,916
    )
    
    (2,333
    )
    
    (2,711
    )Other
      income (expenses)
    
    (6,604
    )
    
    (3,113
    )
    
    (5,337
    )
    
    99
    
    
    1,208
    
    
    (1,417
    )
    
    1,686
    
    
    (1,726
    )Income tax recovery (expense)
    
    (2,106
    )
    
    (3,766
    )
    
    (5,620
    )
    
    54
    
    
    3,086
    
    
    29
    
    
    (113
    )
    
    (16
    )Net
      income (loss) for the period
    
    (8,477
    )
    
    11,656
    
    
    (12,527
    )
    
    (3,868
    )
    
    219
    
    
    (3,304
    )
    
    (760
    )
    
    (4,453
    )Basic and diluted income (loss) per share
    
    ($0.04
    )
    
    $0.06
    
    
    ($0.06
    )
    
    ($0.02
    )
    
    $0.00
    
    
    ($0.02
    )
    
    $0.00
    
    
    ($0.02
    )


With the commencement of commercial production effective April
1, 2016, the Company began recording revenue and cost of sales in Q2 2016 (see
6. Financial results). During Q2 2016, the Company was still ramping-up
operations and bulk mining to obtain access to the main orebody, which was
reached at the end of the quarter. Q3 and Q4 2016 saw the operation achieve
expected levels of production, resulting in higher revenues and earnings from
operations.

General and administrative expense primarily consists of wages
& benefits, office rental costs, professional fees, legal fees, corporate
reorganization, business development and share-based payments. These costs were
higher in Q1 2016 as a result of an accrual for short-term incentive payments, a
corporate reorganization and payment of bonuses upon reaching production status
at the AGM (see 6. Financial results). The general and administrative
costs were also higher in Q4 2016 as a result of accruing for annual bonuses for
Company personnel.

Other income and expense in Q2, Q3 and Q4 2016 includes
interest expense on the Companys debt balance (see 8. Liquidity and capital
resources); prior to Q2 2016, interest incurred on the loan was capitalized
to mine development costs. In addition, other income and expense primarily
includes accretion on the asset retirement obligation associated with the AGM,
movements in foreign exchange and fair value movements with respect to
derivative financial instruments (see `13. Risks and Uncertainties`)which are marked-to-market each reporting period. Fluctuations in the other
income (expense) lines in all other periods are due to movements in foreign
exchange rates and changes in the fair value of derivative financial
instruments.

With the commencement of commercial production at the AGM on
April 1, 2016, the related mineral properties, plant and equipment started being
depreciated for tax purposes; this resulted in a deferred income tax expense of
$5.6 million in Q2 2016 and $3.8 million in Q3. The tax expense in Q4 2016
related primarily to current withholding taxes incurred in Ghana in relation to
service and direct costs charged from the Companys Canadian subsidiaries to the
Companys Ghanaian subsidiary which houses the operating mines of Asanko. The
tax recovery in Q4 2015 related to the reversal of a deferred tax liability
relating to the sale of assets.

A $7.1 million write-down of a deferred stripping asset in Q4
2016 contributed to a net loss of $8.5 million for the quarter. With the
exception of the net income per share in Q3 2016, the net loss per share
incurred by the Company had remained reasonably consistent throughout the other
seven periods presented.

24

---

|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

8)     Liquidity and capital resources

A key financial objective of the Company is to actively manage
its cash balance and liquidity in order to meet the Companys strategic plan.
The Company aims to achieve positive cash flows from operations to internally
fund operating, capital and project development requirements. A summary of the
Companys net assets and key financial ratios related to liquidity are as
follows:

December31,2016
    
    
    December31,2015*(in thousands of US dollars)*
    
    $
    
    
    $Cash and cashe quivalents
    
    59,675
    
    
    114,800Other current
      assets
    
    60,043
    
    
    4,120Noncurrent assets
    
    542,994
    
    
    505,249Totalassets
    
    662,712
    
    
    624,169Current liabilities (excluding shortterm debt)
    
    46,934
    
    
    34,825Noncurrent
      liabilities (excluding longterm debt)
    
    44,381
    
    
    27,841Debt
    
    154,972
    
    
    147,094Totalliabilities
    
    246,287
    
    
    209,760Working capital1
    
    72,784
    
    
    84,095Totalshareholders'equity
    
    416,425
    
    
    414,409Total common shares outstanding
    
    201,829,207
    
    
    196,995,607Total options
      outstanding
    
    14,591,750
    
    
    14,786,791Total warrants outstanding
    
    4,000,000
    
    
    4,000,000KeyfinancialratiosCurrent ratio
    
    2.55
    
    
    3.41Total liabilities
      to equity
    
    0.59
    
    
    0.51Debttototal capitalization
    
    0.19
    
    
    0.19


1Currentassetlesscurrentliabilities

T he Company anticipates that its balance sheet shall continue
to strengthen now that the AGM is operating as anticipated. The Company was in a
strong net asset position at both December 31, 2016 and 2015 and had a
significant cash balance of $59.7 million as at December 31, 2016; the Company
is now in a cash-accumulation phase as steady-state operations have been
reached. Through a combination of this cash balance and cash flows from
operations, the Company believes it is in a position to meet all working capital
requirements, contractual obligations and commitments as they fall due (see
Commitments below). However, the Companys cash flows and its ability
to meet working capital requirements and contractual obligations is
significantly influenced by the price of gold. The Company aims to manage its
liquidity by ensuring that, even in a low gold price environment its operations
can manage spending and provide adequate cash flow to meet all commitments.

DebtIn 2013, the Company entered into a Definitive
Senior Facilities Agreement (DSFA) with a special purpose vehicle of RK Mine
Finance Trust I (Red Kite), which is now fully drawn for a total of $150
million. Interest on the DSFA is calculated on a quarterly basis at a rate of
LIBOR +6% and there is a 1% minimum LIBOR rate which creates an interest rate
floor. The Company can elect to repay the DSFA, or a portion thereof, early
without penalty. During the second quarter 2016, the DSFA was amended in order to defer the repayment of the
principal for two years (being the principal deferral period). The amendment
provides that the first principal repayment will now be payable on July 1, 2018
after which the facility will be repaid in nine equal quarterly installments,
with the last repayment on July 1, 2020. The Company will continue to pay
quarterly interest on the loan facility during the principal deferral period
with the first interest payment on July 1, 2016. There are no other changes to
the existing debt facility terms. A deferral fee of 2% of the loan principal
(for a total of $3.275 million) was paid commensurate with signing the
amendment.

25

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

EquityThe Company is financially stable with a
total liabilities-to-equity ratio of 0.59. With a significant increase in the
Companys share price during 2016, the Company started seeing stock option
exercises increase significantly, creating another source of financing for the
Company (see Cash flows below).

The Government of Ghana (the Government) has a 10% free
carried interest in the AGM in accordance with Ghanaian Law; this was granted to
through the issuance of 10% of the common shares of the Companys Ghanaian
subsidiary, Asanko Gold Ghana Limited (formerly Keegan Resources (Ghana)
Limited), which owns the Abore, Abirem, Adubea and Esaase mining leases, to the
Government. The Government has a nominee on the board of this subsidiary and is
entitled to 10% of declared dividends being paid out of the subsidiary but does
not have to contribute to its capital investment. Asanko Gold Ghana Limited
currently records a net deficit in the pool from which dividends can be paid and
as such no non-controlling interest is presented in the financial statements of
the Company for the year ended December 31, 2016; therefore, all results in this
MD&A show 100% of results as being attributable to the Company. At such a
point in time as Asanko Gold Ghana Ltd records retained earnings and have a
positive pool from which to pay dividends, the Company shall record a
non-controlling interest in its financial statements representing the equity
attributable to the Government of Ghana.

CommitmentsThe following table summarizes the
Companys contractual obligations as at December 31, 2016:

*(in thousands of US dollars)*
    
    Within1year
    
    
    13years
    
    
    45years
    
    
    Over5years
    
    
    Total2016
    
    
    Total
      2015Longterm debt and related interest and withholding tax
      payments
    
    12,610
    
    
    127,969
    
    
    57,449
    
    
    
    
    
    198,028
    
    
    185,509Accounts payable
      and accrued liabilities
    
    46,934
    
    
    
    
    
    
    
    
    
    
    
    46,934
    
    
    34,789Decommissioning liability (undiscounted)
    
    
    
    
    
    
    
    
    
    
    34,977
    
    
    34,977
    
    
    26,094Mine operating/construction and other service contracts, open
      purchase orders
    
    23,381
    
    
    4,588
    
    
    
    
    
    
    
    
    27,969
    
    
    37,200Total
    
    82,925
    
    
    132,557
    
    
    57,449
    
    
    34,977
    
    
    307,908
    
    
    283,592


The Company has no off-balance sheet arrangements.

Cash flowsThe following table provides a summary of
cash flows for the three months and year ended December 31, 2016:

26

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

|                                                             |  | ThreemonthsendedDecember31, |   |  | YearendedDecember31, |  
|------------------------------------------------------------ |  | --------------------------- | - |  | -------------------- | -
|*(in thousands
      of US dollars)*                         |  | 2016                        |   |  | 2015                 |  
|Cash flow:                                                   |  |                             |   |  |                      |  
|Cash provided by (used in) operating activities              |  | 23,353                      |   |  | (3,623               | )
|Used in investing activities                                 |  | (17,941                     | ) |  | (59,980              | )
|Provided by (used in) financing activities                   |  | (2,929                      | ) |  | 19,460               |  
|Impact of foreign exchange on cash and cash
      equivalent |  | (364                        | ) |  | (322                 | )
|Increase (decrease) in cash and cash equivalents             |  |                             |   |  |                      |  
|for the period                                               |  | 2,119                       |   |  | (44,465              | )
|Cash and cash
      equivalents, beginning of period         |  | 57,556                      |   |  | 159,265              |  
|Cashandcashequivalents,endofperiod                           |  | 59,675                      |   |  | 114,800              |  

Three months ended December 31, 2016

Cash provided by operating activities

In the three months ending December 31, 2016, the Company
recorded cash flows from operations of $23.4 million, being cash inflows before
working capital changes of $29.2 million and outflows from non-cash working
capital of $5.8 million. The cash flows before working capital changes consist
primarily of cash earnings from mine operations of $35.9 million less cash
G&A of $5.6 million. The outflow of $5.8 million from non-cash working
capital was primarily the result of a $4.3 million increase in accounts payable
and accrued liabilities, a $6.4 million increase in inventory, a $4.9 million
decrease in trade receivables and a $7.9 million increase in VAT receivable.

The prior period numbers do not form a good base for comparison
as the Company was not yet in commercial production and cash flows from
operating activities consisted mainly of general and administrative and
exploration and evaluation expenditures.

Cash used in investing activities

During Q4 2016, the Company spent $17.9 million on mineral
properties, plant and equipment. Of the total expenditure on investing
activities during the period, $10.8 million related to capitalization of
deferred stripping costs, $2.1 million related to Phase 2 of the AGM and
approximately $2 million relates to the finalization of Phase 1 of the AGM and
optimization equipment. During the same period in the prior year, the
expenditures on investing activities were higher as the Company was in the midst
of developing the AGM in order to prepare for production to commence in early
2016. The expenditure in 2015 related predominantly to civil engineering
infrastructure, earthworks and crushing, milling and processing complex
construction.

Cash provided by (used in) financing activities

During the three months ended December 31, 2016, the Company
paid $2.9 million in interest relating to the DSFA (see Debt
above).

During the three months ended December 31, 2015, the Company
drew down the final $20 million under the DSFA, being a cash inflow of $19.5
million after transaction costs.

Year ended December 31, 2016

Cash provided by operating activities

In the year ended December 31, 2016, the Company recorded cash
flows from operations of $55 million, being cash inflows before working capital
changes of $73.6 million and outflows from non-cash working capital of $18.7
million. The cash flows before working capital changes consist primarily of cash
earnings from mine operations of $87.2 million less cash G&A of $12.0 million. The outflow of $18.7 million from non-cash
working capital was primarily the result of a $41.8 million increase in accounts
payable and accrued liabilities, a $31.2 million increase in inventory, and a
$27.6 million increase in VAT receivable.

27

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

The prior period numbers do not form a good base for comparison
as the Company was not yet in commercial production and cash flows from
operating activities consisted mainly of general and administrative and
exploration and evaluation expenditures.

Cash used in investing activities

During the year ended December 31, 2016, the Company spent
$132.4 million on mineral properties, plant and equipment. As discussed above,
the majority of the expenditures in 2016 have related to the finalization of the
development of the AGM. Also, included in the expenditures in 2016 are $36
million of deferred stripping costs, $11.1 million of pre-commercial production
costs (see 6. Financial results above), $7.5 million spent in relation
to Phase 2 of the AGM and approximately $1.1 million on mine equipment. During
the same period in the prior year, the expenditures on investing activities were
significantly higher as the Company was in the midst of developing the AGM. The
expenditure in 2015 related predominantly to civils, earthworks and crushing,
milling and processing complex construction.

In 2016 the Company received total VAT refunds of $26.0
million.

In the year ended December 31, 2015, Asanko deposited a $1.7
million Reclamation Deposit in a Ghanaian Bank in the joint names of the Company
and the Environmental Protection Agency as security for the performance by the
Company of its reclamation obligations in respect of the Abriem, Abore and
Adubea mining leases.

Cash provided by (used in) financing activities

During the year ended December 31, 2016, the Company received a
total of $5.2 million as a result of the exercise of stock options. In addition,
during 2016, the Company paid a deferral fee of $3.3 million in relation to the
amendment to the DSFA (see Debtabove) as well as $5.9 million of
interest relating to the same facility.

During the year ended December 31, 2015, the Company drew down
$90 million on its DSFA with Red Kite (see Debtabove). The Company
recorded net proceeds of $86 million after draw down fees and deferred financing
costs. In addition, in 2015, the Company recorded $34.5 million in new equity
(net of share issuance costs) with respect to a bought deal financing in which
the Company issued 22.8 million shares.

9)     
Non-GAAP measures

The Company has included certain non-GAAP performance measures
throughout this document. These performance measures are employed by management
to assess the Companys operating and financial performance and to assist in
business decision-making. The Company believes that, in addition to conventional
measures prepared in accordance with GAAP, certain investors and other
stakeholders use this information to evaluate the Companys operating and
financial performance; however, these non-GAAP performance measures do not have
any standardized meaning. Accordingly, these performance measures are intended
to provide additional information and should not be considered in isolation or
as a substitute for measures of performance prepared in accordance with
GAAP.

9.1) Operating cash costs per ounce and total cash costs per
ounce

The Company has included the non-GAAP performance measures of
operating cash costs per ounce and total cash costs per ounce on a by-product
basis, throughout this document. In the gold mining industry, this is a common
performance measure but does not have any standardized meaning. The Company
follows the recommendations of the Gold Institute Production Cost Standard. The
Gold Institute, which ceased operations in 2002, was a non-regulatory body and
represented a global group of suppliers of gold and gold products. The
production cost standard developed by the Gold Institute remains the generally
accepted standard of reporting cash costs of production by many gold mining
companies.

28

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

Management uses operating cash costs per ounce and total cash
costs per ounce to monitor the operating performance of its mines and to assess
the attractiveness of potential acquisition targets. The Company believes that,
in addition to conventional measures prepared in accordance with GAAP, some
investors use this information to evaluate the Companys performance 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 GAAP. The following table
provides a reconciliation of total cash costs per gold ounce on a by-product
basis to operating expenses (the nearest GAAP measure) as presented in the
consolidated financial statements of the Company; note that the Company has only
provided Operating cash costs per gold ounce and Total cash costs per gold ounce
for the three and nine months ended December 31, 2016 as the Company only
commenced commercial production on April 1, 2016.

Three months
    
    
    Nine monthsended
    
    
    endedDecember 31,
    
    
    December 31,2016
    
    
    2016(in
      thousands of US dollars except per ounce amounts)
    
    $
    
    
    $Total production costs from
      consolidated statement of operations
    
    30,935
    
    
    88,688Share-based payment included in production
      costs
    
    (81
    )
    
    (336
    )By-product revenue
    
    (209
    )
    
    (623
    )Total operating cash costs
    
    30,645
    
    
    87,729Royalties and production taxes
    
    3,515
    
    
    9,258Total cash costs
    
    34,160
    
    
    96,987Gold ounces sold
    
    58,483
    
    
    147,950Operating cash costs per gold ounce
      ($/ounce)
    
    524
    
    
    593Total cash costs per gold ounce ($/ounce)
    
    584
    
    
    656


9.2 All-in sustaining costs per gold ounce

In June 2013, the World Gold Council (WGC), a non-regulatory
association of many of the worlds leading gold mining companies established to
promote the use of gold to industry, provided guidance for the calculation of
all-in sustaining costs per gold ounce in an effort to encourage improved
understanding and comparability of the total costs associated with mining an
ounce of gold. The Company has adopted the reporting of all-in sustaining costs
per gold ounce, which is a non-GAAP performance measure. The Company believes
that the all-in sustaining costs per gold ounce measure provides additional
insight into the costs of producing gold by capturing all of the expenditures
required for the discovery, development and sustaining of gold production and
allows the Company to assess its ability to support capital expenditures to
sustain future production from the generation of operating cash flows. The
Company believes that, in addition to conventional measures prepared in
accordance with IFRS, some investors use this information to evaluate our
performance 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.

The following table provides a reconciliation of all-in
sustaining costs per gold ounce the consolidated financial statements for the
three and nine months ended December 31, 2016 as the Company only commenced
commercial production on April 1, 2016.

29

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

|                                                                            |  | Threemonthsended |  |  | Ninemonthsended | 
|--------------------------------------------------------------------------- |  | ---------------- |  |  | --------------- | 
|                                                                            |  | December31,2016  |  |  | December31,2016 | 
|(in
      thousands of US dollars except per ounce amounts)                 |  | $                |  |  | $               | 
|Total cash costs (as
      reconciled above to the Statement o fOperations) |  | 34,160           |  |  | 96,987          | 
|Cash corporate general and administrative
      expenses                    |  | 5,631            |  |  | 8,844           | 
|Sustaining capital
      expenditures                                       |  | 1,596            |  |  | 3,727           | 
|Sustaining capitalised stripping costs                                      |  | 10,785           |  |  | 35,952          | 
|Reclamation cost accretion                                                  |  | 41               |  |  | 124             | 
|Allinsustainingcost                                                        |  | 52,213           |  |  | 145,634         | 
|Gold ounces sold                                                            |  | 58,483           |  |  | 147,950         | 
|Allinsustainingcostpergoldounce($/ounce)                                   |  | 893              |  |  | 984             | 

All-in sustaining costs adjust Total cash costs, for
corporate general and administrative expenses, reclamation cost accretion,
sustaining capitalized stripping costs and sustaining capital expenditures.
Corporate general and administrative expenses used in the calculation are those
included as a line item on the Companys statement of operations excluding
share-based payment. Sustaining capital expenditures, capitalized stripping
costs and reclamation cost accretion are not line items on the Companys
financial statements. Sustaining capital expenditures are defined as those
capital expenditures which do not increase annual gold ounce production at a
mine site and exclude all expenditures at the Companys projects and certain
expenditures at the Companys operating sites which are deemed expansionary in
nature. Capitalized stripping costs represent costs incurred during the period
which have been deferred to mining interests as they allow the Company to gain
access to ore to be mined in future periods; these costs relate to the currently
identified reserves and resources and are not considered expansionary in nature.
Reclamation cost accretion represents the growth in the Companys
decommissioning liability due to the passage of time. This amount does not
reflect cash outflows but it is considered to be representative of the periodic
costs of reclamation and remediation. Reclamation cost accretion is included in
finance expense in the Companys consolidated statements of operations and
comprehensive income (loss).

The following table reconciles sustaining capital expenditures
to the Companys total capital expenditures as presented in the Companys
consolidated statement of cash flows.

|                                                                       |  | Threemonthsended |   |  | Ninemonthsended |  
|---------------------------------------------------------------------- |  | ---------------- | - |  | --------------- | -
|                                                                       |  | December31,2016  |   |  | December31,2016 |  
|                                                                       |  | $                |   |  | $               |  
|Capital expenditures in the
      consolidated statement of cash flows |  | 17,953           |   |  | 97,214          |  
|Less: nonsustaining capital expenditures                              |  | (16,357          | ) |  | (93,487         | )
|Total sustaining capital expenditures                                  |  | 1,596            |   |  | 3,727           |  

The majority of the non-sustaining capital expenditures during
the three and nine months ended December 31, 2016 related to the development of
the AGM (see 8. Liquidity and capital resourcesabove).

9.3 Adjusted Net Income (Loss)

The Company has included the non-GAAP performance measures of
adjusted net income (loss) and adjusted net income (loss) per share, throughout
this MD&A. Neither adjusted net income nor adjusted net income per share
have any standardized meaning and are therefore unlikely to be comparable to
other measures presented by other issuers. Adjusted net income excludes certain
non-cash items from net income or net loss to provide a measure which helps the
Company and investors to evaluate the results of the underlying core operations
of the Company and its ability to generate cash flows. The Company believes that
the presentation of adjusted net income is appropriate to provide additional
information to investors regarding items that we do not expect to continue at
the same level in the future or that management does not believe to be a reflection of the Companys ongoing operating
performance. The Company further believes that its presentation of this non-IFRS
financial measure provides information that is useful to investors because it is
an important indicator of the strength of our operations and the performance of
our core business. 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 GAAP. The following table provides a
reconciliation of adjusted net income to net income (the nearest GAAP measure)
per the consolidated financial statements. All adjustments are shown net of
estimated tax.

30

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

|                                                                  |  | ThreemonthsendedDecember31, |   |  | YearendedDecember31, |  
|----------------------------------------------------------------- |  | --------------------------- | - |  | -------------------- | -
|                                                                  |  | 2016                        |   |  | 2015                 |  
|(in thousands of
      USd ollars except share per share amounts) |  | $                           |   |  | $                    |  
|Net income (loss) for the period                                  |  | (8,477                      | ) |  | 213                  |  
|Unrealized gain on derivative instruments                         |  | (302                        | ) |  | (980                 | )
|Writeoff of deferred stripping asset                             |  | 4,630                       |   |  |                     |  
|Adjustedlossfortheperiod                                          |  | (4,149                      | ) |  | (767                 | )
|Basic weighted average number of common
      share outstanding   |  | 201,829,207                 |   |  | 196,995,607          |  
|Adjustednetlosspershare,basic($/share)                            |  | ($0.02                      | ) |  | ($0.00               | )

9.4 Operating cash flows before working capital
changes

The Company has included the non-GAAP performance measure
operating cash flows before working capital changes in this MD&A. Non-GAAP
performance measures do not have any standardized meaning and are therefore
unlikely to be comparable to other measures presented by other issuers. The
Company believes that, in addition to conventional measures, prepared in
accordance with GAAP, certain investors use this information to evaluate the
Companys performance 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 GAAP. The following table provides a reconciliation of operating cash flows
before working capital changes to cash (used in) provided by operating
activities (the nearest GAAP measure) per the consolidated financial
statements.

|                                                      |  | ThreemonthsendedDecember31, |   |  | YearendedDecember31, |  
|----------------------------------------------------- |  | --------------------------- | - |  | -------------------- | -
|*(in thousands
      of US dollars)*                  |  | 2016                        |   |  | 2015                 |  
|Cash provided by (used in) operating
      activities |  | 23,353                      |   |  | (3,623               | )
|Changes in
      noncash working capital             |  | (5,852                      | ) |  | 521                  |  
|Operatingcashflowbeforeworkingcapitalchanges          |  | 29,205                      |   |  | (4,144               | )

10)    Summary of Outstanding
Share Data

As of the date of this MD&A, there were 203,278,707 common
shares of the Company issued and outstanding and 15,678,250 share purchase
options and 4,000,000 warrants outstanding (with exercise prices ranging between
C$1.85 and C$6.10 per share). The fully diluted outstanding share count at the
date of this MD&A is 222,956,957.

11)    Related party
transactions

As at December 31, 2016, the Companys related parties are its
subsidiaries and key management personnel. During normal course of operations,
the Company enters into transactions with its related parties. During the year
ended December 31, 2016 all related party transactions were in the normal course
of business including compensation payments to key management personnel.

Transactions with key management personnel were as follows:

31

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

|                                  |  |       |  |  | YearendedDecember31, | 
|--------------------------------- |  | ----- |  |  | -------------------- | 
|                                  |  | 2016  |  |  | 2015                 | 
|*(in thousands of US dollars)* ** |  | $     |  |  | $                    | 
|Salaries and benefits             |  | 3,694 |  |  | 1,660                | 
|Sharebased payments              |  | 313   |  |  | 777                  | 
|Total compensation                |  | 4,007 |  |  | 2,437                | 

12)    Critical accounting
policies and estimates

12.1 Estimates and judgements

The preparation of financial statements
in conformity with IFRS requires management to make estimates and assumptions
that affect amounts reported in the financial statements and accompanying notes.
Management believes the estimates and assumptions used in these consolidated
financial statements are reasonable, however, actual results could differ from
those estimates and could impact future results of operations and cash flows.
The significant accounting judgements and estimates which have the most
significant effect on these financial statements are as follows:

Estimates

Reserves and Resources Estimates of the quantities of proven and probable mineral reserves and
mineral resources form the basis for the Companys life-of-mine plans, which are
used for a number of key business and accounting purposes, including: the
calculation of depreciation expense, the capitalization of stripping costs and
the forecasting and timing of payments related to the asset retirement
provision. In addition, when required, the life-of-mine plans are used in
impairment tests for mineral properties, plant and equipment. To the extent that
the estimate of proven and probable mineral reserves and resources varies, there
could be changes in depreciation expense, stripping asset and asset retirement
provision recorded.

Depletion of mineral interests estimates are made of recoverable ounces in the Companys mining properties
which are depleted based on recoverable tonnes contained in proven and probable
reserves. To the extent that changes are made to the estimate of proven and
probable reserves, the depletion charge may change. In addition, mineral
properties, plant and equipment are depreciated to their estimated residual
value over the estimated useful life of the asset. Should the actual useful life
of the mineral properties, plant or equipment vary, future depreciation charges
may change.

Inventory valuation of production
costs- the Companys management makes estimates of quantities of ore on
stockpiles and in process and the recoverable gold in this material to determine
the cost of inventories and the average costs of finished goods sold during the
period. To the extent that these estimates vary, production costs of finished
goods may change.

Net realizable value of inventory- in order to determine the net realizable value of gold-in-process and
stockpiled ore, the Company estimates future metal selling prices, production
forecasts, realized grades and recoveries, timing of processing, and future
costs to convert the respective inventories into saleable form. Reductions in
metal price forecasts, increases in estimated future costs to convert,
reductions in the amount of recoverable ounces, and a delay in
timing of processing can result in a write-down of the carrying amounts of the
Companys stockpiled ore inventory.

32

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

Current and deferred Income taxes
- in assessing the probability of realizing income tax assets recognized,
management makes estimates related to expectations of future taxable income,
applicable tax opportunities, expected timing of reversals of existing temporary
differences and the likelihood that tax positions taken will be sustained upon
examination by applicable tax authorities. Levels of future taxable income are
affected by, among other things, market gold prices, production costs,
quantities of proven and probable gold reserves, interest rates and foreign
currency exchange rates.

Where applicable tax laws and
regulations are either unclear or subject to varying interpretations, it is
possible that changes in these estimates could occur that materially affect the
amounts of deferred income tax assets and liabilities recorded in the financial
statements. Changes in deferred tax assets and liabilities generally have a
direct impact on earnings in the period that the changes occur.

Deferred stripping in order
todetermine whether stripping costs incurred during the production phase
of a mining property relate to reserves and resources that will be mined in a
future period and therefore should be capitalized, the Company makes estimates
of the stripping activity over the life of the component of reserves and
resources which have been made accessible. In addition, judgement is involved
when allocating production costs between inventory produced and the stripping
asset; the allocation is based on the volume of waste extracted compared with
the expected volume, for a given volume of ore production. To the extent that
these estimates and judgements change, there could be a change to the amount of
production costs which are deferred to the statement of financial position.

Estimated assets retirement
provisions -The Companys provision for reclamation and closure cost
obligations represents managements best estimate of the present value of the
future cash outflows required to settle closure cost liabilities. Significant
judgements and estimates are required in forming assumptions of future
activities, future cash outflows and the timing of those cash outflows. These
assumptions are formed based on environmental and regulatory requirements or the
Companys environmental policies which may give rise to constructive
obligations. The Companys assumptions are reviewed at the end of each reporting
period and adjusted to reflect managements current best estimate and changes in
any of the above factors can result in a change to the provision recognized by
the Company. Changes to these estimates and judgements may result in actual
expenditures in the future differing from the amounts currently provided for.

Judgements

Arrangements containing a lease -the Companys management assessed its mining contract under IFRIC 4 
Determining whether an Arrangement contains a Lease, to assess whether the
contract contains a finance or operating lease. In order to determine whether
the lease was an operating or finance lease, management had to make judgements
with respect to the useful economic lives of the equipment identified in the
lease as well as how much of the costs associated with the mining contract
related to use of the equipment and how much related to personnel charges.
Should some of these judgements have changed, the conclusion as to whether an
arrangement contains a lease may change which would result in a materially higher asset value on the consolidated
statement of financial position and an associated periodic depreciation charge.

33

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

Commercial production -the
Companys management determined that Phase 1 of the AGM was in commercial
production effective April 1, 2016. The development phase ends and the
production phase begins when the mine is in the condition necessary for it to be
capable of operating in a manner intended by management. The Company uses a
number of criteria to assess whether the mine has reached the commercial
production phase. These criteria include, but are not limited to:

| | (i)   | Completion of operational commissioning of each major
      mine and plant component;                                                                      
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Demonstrated ability to mine and mill consistently and
      without significant interruption at a pre- determined average rate of
      designed capacity;
| | (iii) | The passage of a reasonable period of time for testing of
      all major mine and plant components;                                                       
| | (iv)  | Gold recoveries are at or near expected steady-state
      production levels;                                                                              
| | (v)   | Level of capital expenditure is within 90% of the
      forecast final construction cost; and                                                              
| | (vi)  | A significant portion of available funding is directed
      towards operating activities.                                                                 

Impairment of mining interest -the Company considers both external and internal sources of information in
assessing whether there are any indications that mining interests are impaired.
External sources of information the Company considers include changes in the
market, economic and legal environment in which the Company operates that are
not within its control and affect the recoverable amount of mining interests.
Internal sources of information the Company considers include the manner in
which mining properties and plant and equipment are being used or are expected
to be used and indications of economic performance of the assets. The estimates
and judgements are subject to risk and uncertainty; hence, there is the
possibility that changes in circumstances will alter these projections, which
may impact the recoverable amount of the assets. In such circumstances the
carrying value of the assets may be impaired or a prior periods impairment
charge reversed (with the exception of goodwill for which impairment charges are
not reversed) with the impact recorded in the consolidated statements of
operations and comprehensive income (loss).

Functional currency -the
determination of a subsidiarys functional currency often requires significant
judgment where the primary economic environment in which an entity operates may
not be clear. This can have a significant impact on the consolidated results of
the Company.

12.2 Changes in Accounting Policies including Initial
Adoption

There has been no significant change in significant accounting
policies during 2016, however, given that the Company declared commercial
production at the AGM effective April 1, 2016, a number of the Companys
accounting policies were being implemented for the first time in the three
months ended June 30, 2016. A full list of the Companys accounting policies is
presented in the Companys consolidated financial statements for the year ended
December 31, 2016.

34

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

13)    Risks and uncertainties

13.1 Financial instruments & risk

As at December 31, 2016, the Companys
financial instruments consist of cash and cash equivalents, receivables, VAT
receivable, reclamation bond, accounts payable and accrued liabilities and
long-term debt. The Company classifies cash and cash equivalents, receivables,
VAT receivable and the reclamation bond as loans and receivables, and classifies
accounts payable and accrued liabilities and long-term debt as other financial
liabilities. All financial assets and liabilities are carried at amortized cost.

All of the Companys financial
instruments are considered to be Level 1 within the fair value hierarchy, with
the exception of the foreign currency forward contract liability in 2015 which
was considered to be Level 2.

Level 1  fair values based on
unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2  fair values based on inputs
that are observable for the asset or liability, either directly or indirectly;
and

Level 3  fair values based on inputs
for the asset or liability that are not based on observable market data.

The Companys policy for determining
when a transfer occurs between levels in the fair value hierarchy is to assess
the impact at the date of the event or the change in circumstances that could
result in a transfer. There were no transfers between the levels during 2016 or
2015.

The carrying value of the Companys
debt is $155.0 million (2015 - $147.1 million) and the fair value is $169.0
million (2015 - $146.6 million). The fair value of all of the Companys other
financial instruments approximates their carrying value.

The risk exposure arising from these
financial instruments is summarized as follows:

| | (a) | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Credit risk is the risk of an unexpected loss if a
      customer or the issuer of a financial instrument fails to meet its
      contractual obligations. The Company is subject to credit risk on the cash
      and cash equivalent balances held at banks in each of Canada, Ghana and
      South Africa. The majority of the Companys cash is held in highly-rated
      Canadian based banking institutions, authorized under the Bank Act
      (Canada) to accept deposits. The risk of loss associated with cash
      investments is considered to be low. As at December 31, 2016, the Company
      had interest receivable of $nil (December 31, 2015 - $nil). In addition,
      the Company is subject to credit risk in relation the receivable balances
      relating to the sale of gold. The Company currently sells all of the gold
      it produces to Red Kite under an offtake agreement. Payments are routine,
      scheduled and received within a contractually-agreed time frame. Total
      receivables from precious metal sales as at December 31, 2016 is $0.6
      million; the risk associated with receivables from Red Kite as at December
      31, 2016 is considered to be negligible.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | The Company expects to receive VAT refunds on a regular
      basis from the Government of Ghana and makes monthly VAT filings (as
      required by law). The Company does not consider there to be a significant
      risk related to the VAT receivable balance as at December 31,
  2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | Liquidity risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | The Company manages liquidity risk through a rigorous
      planning and budgeting process, which is reviewed and updated on a regular
      basis, to help determine the funding requirements to support current
      operations, expansion and development plans, and by managing the Companys
      capital structure. By managing liquidity risk, the Company aims to ensure that it will have sufficient
      liquidity to settle obligations and liabilities as they fall due. As at
      December 31, 2016, the Company had a cash and cash equivalents balance of
      $59.7 million (December 31, 2015  $114.8 million) and is generating
      positive cash flows from operations, allowing it to settle current
      accounts payable and accrued liabilities of $46.9 million (December 31,
      2015 - $34.8 million) and current debt of $0.5 million (December 31, 2015
- $nil).                                                                                                                                                                                                                                                                                                                           

35

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

| | (c) | Market risk
| | --- | -----------

| | (i)   | Interest rate risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       | Interest rate risk is the risk that the fair value or
      future cash flows of a financial instrument will fluctuate because of
      changes in market interest rates. The Companys exposure to interest rate
      risk is limited to its loan agreement with Red Kite, which is subject to
      an interest rate of LIBOR plus 6% with a minimum LIBOR of 1%. With other
      variables, unchanged, a 1% change in the annualized interest rate would
      not result in a material change in the Companys interest expense for year
      ended December 31, 2016.                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)  | Foreign currency risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       | The Company is exposed to foreign currency risk through
      its foreign currency monetary assets and liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       | A significant change in the currency exchange rate
      between the US dollar and Canadian dollar (C$) and South African rand
      (ZAR) could have an effect on the Companys results of operations,
      financial position and cash flows. During the year ended December 31,
      2015, the Company had entered into a series of forward contracts to
      purchase a total of ZAR 346.6 million in exchange for Canadian and US
      dollars at specified exchange rates; all such contracts expired by
      February 2016. The Company at present has not entered into any further
      derivative instruments to reduce its exposure to currency risk, however,
      management monitors differing currency needs and tries to reduce its
      exposure to currency risks through exchanging currencies at what are
      considered to be optimal times.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii) | Price risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       | Other price risk is the risk that the future cash flows
      of a financial instrument will fluctuate because of changes in market
      prices, other than those arising from currency risk or interest rate risk.
      The Company poured its first gold in January 2016 and starting selling
      refined gold during the first quarter 2016. The Companys future cash
      flows fluctuate due to changes in gold and silver prices. The Company has
      not hedged any precious metal sales as part of the Companys overall
      strategy.                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       | A 10% increase or decrease in the gold price as at
      December 31, 2016 and December 31, 2015, with all other variables held
      constant, would have resulted in a $11.4 million increase (decrease) to
      after-tax net income (loss) (2015 - $nil).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | (d) | Fair values
| | --- | -----------

| | (i) | Foreign currency forward contracts derivative                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                      
| |     | During the year ended December 31, 2015, the Company
      entered into a series of forward contracts to purchase ZAR in exchange for
      Canadian and US dollars at specified exchange rates. These forward
      contracts had settlement terms that range from one month to eleven
      months.
| |     |                                                                                                                                                                                                                                                                                                      
| |     | At December 31, 2015, the Company had outstanding foreign
      currency forward contracts to buy ZAR 6.0 million in exchange for C$0.6
      million with settlement dates between one and two
months.                                                                                              

36

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

The fair values of outstanding foreign
currency forward contracts are determined using the forward rates at the
measurement date, with the resulting value discounted to present value and are
categorized within level 2 of the fair value hierarchy.

All such forward contracts expired by
February 2016 and as such there is no forward contract derivative liability
recorded by the Company as at December 31, 2016. At December 31, 2015, the
outstanding contracts had a carrying value and fair value of $37.

13.2 Other risks and uncertainties

The Companys business, operations and future prospects are
subject to significant risks. For details of these risks, please refer to the
risk factors set forth in the Companys Annual Information Form for the
year-ended December 31, 2016, which can be found under the Companys corporate
profile on SEDAR at www.sedar.com, and the Companys Form 40-F Annual Report for
the year-ended December 31, 2016, which can be found on EDGAR at
www.sec.gov. These risks could materially affect the Companys business,
operations, prospects and share price and could cause actual events to differ
materially from those described in forward-looking statements relating to the
Company. Additional risks and uncertainties not presently known to the Company
or that the Company currently considers immaterial may also impair the business,
operations, prospects and share price of the Company. If any of the risks
actually occur, the business of the Company may be harmed and its financial
condition and results of operations may suffer significantly.

14)    Internal control

14.1 Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures are designed
to provide reasonable assurance that all relevant information is gathered and
reported to senior management, including the Companys Chief Executive Officer
and Chief Financial Officer, on a timely basis so that appropriate decisions can
be made regarding public disclosure. Internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with IFRS. Management of the Company, with the
participation of the Chief Executive Officer and the Chief Financial Officer,
have evaluated the design and effectiveness of the Companys disclosure controls
and procedures and the design as required by Canadian and United States
securities legislation, and have concluded that, as of December 31, 2016, such
procedures are adequate to ensure accurate, complete and timely disclosures in
public filings.

14.2 Internal Controls Over Financial Reporting

The Companys management, with the participation of its
President and Chief Executive Officer and Chief Financial Officer, is
responsible for establishing and maintaining adequate internal control over
financial reporting. Under the supervision of the President and Chief Executive
Officer and Chief Financial Officer, the Companys internal control over
financial reporting is a process designed 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 over financial reporting includes policies and
procedures that:

| | pertain to the maintenance of records that accurately and
      fairly reflect, in reasonable detail, the transactions and dispositions of
      assets of the Company;                                                                                                                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with IFRS and that the Companys receipts and expenditures are
      made only in accordance with authorizations of management and the
      Companys Directors; and
| | provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use, or disposition of the
      Companys assets that could have a material effect on the Companys
      consolidated financial statements.                                                                

37

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

The Companys management, with the participation of its
President and Chief Executive Officer and its Chief Financial Officer, assessed
the effectiveness of the Companys internal control over financial reporting. In
making this assessment, management used the criteria set forth in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, management
and the President and Chief Executive Officer and Chief Financial Officer have
concluded that, as of December 31, 2016, the Companys internal control over
financial reporting was effective.

There has been no change in the Companys internal control over
financial reporting during the year ended December 31, 2016 that has materially
affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting, with the exception of new controls which have
been implemented with respect to the recording of financial results upon and
since the commencement of commercial production.

14.3 Limitations of controls and procedures

The Companys management, including the President and Chief
Executive Officer and Chief Financial Officer, believes that any disclosure
controls and procedures or internal control over financial reporting, no matter
how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, they cannot provide absolute
assurance that all control issues and instances of fraud, if any, within the
Company have been prevented or detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by unauthorized override of the control. The design of any control
system also is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Accordingly,
because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

15)    Cautionary statements

15.1 Cautionary statement on forward-looking information

This MD&A may contain forward-looking statements which
reflect the Companys current expectations regarding the future results of
operations, performance and achievements of the Company, including but not
limited to statements with respect to the Companys plans or future financial or
operating performance, the estimation of mineral reserves and resources,
conclusions of economic assessments of projects, the timing and amount of
estimated future production, costs of future production, future capital
expenditures, costs and timing of the development of deposits, success of
exploration activities, permitting time lines, requirements for additional
capital, sources and timing of additional financing, realization of unused tax
benefits and future outcome of legal and tax matters.

The Company has tried, wherever possible, to identify these
forward-looking statements by, among other things, using words such as
anticipate, believe, estimate, expect, budget, or variations of such
words and phrases or state that certain actions, events or results may,
could, would, might or will be taken, occur or be achieved. The
statements reflect the current beliefs of the management of the Company, and are
based on currently available information. Accordingly, these statements are
subject to known and unknown risks, uncertainties and other factors, which could
cause the actual results, performance, or achievements of the Issuer to differ
materially from those expressed in, or implied by, these statements. These
uncertainties are factors that include but are not limited to risks related to
international operations; risks related to general economic conditions and
credit availability, uncertainty related to the resolution of legal disputes and
lawsuits; actual results of current exploration activities, unanticipated
reclamation expenses; fluctuations in prices of gold; fluctuations in foreign
currency exchange rates, increases in market prices of mining consumables,
possible variations in mineral resources, grade or recovery rates; accidents,
labour disputes, title disputes, claims and limitations on insurance coverage
and other risks of the mining industry; delays in obtaining governmental
approvals or financing or in the completion of development or construction activities, changes in national and local
government regulation of mining operations, mineral tenure rules, tax rules and
regulations, and political and economic developments in countries in which the
Company operates, as well as those factors discussed in the Companys AIF for
the year-ended December 31, 2016, and its 40-F filing for the year ended
December 31, 2016, available under the Companys profile on SEDAR at www.sedar.comand EDGA at www.sec.gov.

38

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|ASANKO GOLD INC.                          
|------------------------------------------
|MANAGEMENTS DISCUSSION AND ANALYSIS      
|FOR THE YEAR ENDED
      DECEMBER 31, 2016

The Companys management reviews periodically information
reflected in forward-looking statements. The Company has and continues to
disclose in its Managements Discussion and Analysis and other publicly filed
documents, changes to material factors or assumptions underlying the
forward-looking statements and to the validity of the statements themselves, in
the period the changes occur.

Historical results of operations and trends that may be
inferred from the following discussions and analysis may not necessarily
indicate future results from operations. Historically, the Companys operations
have been primarily funded from debt and share issuances, as well as the
exercise of share-based options. The Company has had and may have in future
capital requirements in excess of its currently available resources. In the
event the Companys plans change, its assumptions change or prove inaccurate, or
its capital resources in addition to projected cash flow, if any, prove to be
insufficient to fund its future operations, the Company may be required to seek
additional financing.

Although the Company has been successful in raising capital,
there can be no assurance that the Company will have sufficient financing to
meet its future capital requirements or that additional financing will be
available on terms acceptable to the Company in the future.

Readers are cautioned that there can be no certainty that
Expansion Projects (Project 5M and Project 10M) of the AGM will be built or that
the overall conclusions of the Expansion DFS will confirm the June 29, 2016 PFS
outcomes for the AGM, which is available under the Companys profile on SEDAR at
www.sedar.com.

15.2 Cautionary note for United States investors

As a British Columbia corporation and a reporting issuer
under Canadian securities laws, the Company is subject to certain rules and
regulations issued by Canadian Securities Administrators. The Company is
required to provide detailed information regarding its properties including
mineralization, drilling, sampling and analysis, on security of samples and
mineral reserve estimates under Canadian National Instrument 43-101 (NI
43-101). The United States Securities and Exchange Commission applies different
standards than the standards under NI 43-101 in order to classify mineralization
as a reserve. Accordingly, mineral reserve estimates contained in this MD&A
may not qualify as reserves under SEC standards. Further, the Company
describes any mineral resources associated with its properties utilizing
terminology such as measured resources, indicated resources or inferred
resources which are terms recognized by Canadian regulators under NI 43-101 but
not recognized by the United States Securities and Exchange Commission. United
States investors are cautioned not to assume that any part or all of the mineral
deposits in these categories will ever be converted into mineral reserves. These
terms have a greater amount of uncertainty as to their existence and feasibility
than reserves recognized by the United States Securities and Exchange
Commission. Further, inferred resources have a great amount of uncertainty as
to their existence and as to whether they can be mined legally or economically.
Therefore, United States investors are also cautioned not to assume that all or
any part of the inferred resources exist. United States investors are also
cautioned that disclosure of exploration potential is conceptual in nature by
definition and there is no assurance that exploration of the mineral potential
identified will result in any category of NI 43-101 mineral resources being
identified.

39

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