March 31, 2024 – Q1 2024 Report (MDA)

DFR GOLD INC.

Management's Discussion and Analysis

For the three-months period ended March 31, 2024

(All amounts are expressed in U.S. dollars except where otherwise indicated)

1. INTRODUCTION

This Management Discussion and Analysis (''MD&A") for the three-months period ended March 31, 2024, has been prepared as at May 30, 2024, and contains certain "forward-looking statements" under the Canadian securities laws. All statements, other than statements of historical fact included herein, including without limitation statements regarding potential mineralization, exploration results, plans and objectives of DFR Gold Inc. ("DFR Gold", "DFR" or "the Company" or together with its subsidiaries, "the Group"), are forward-looking statements that involve various risks, uncertainties and assumptions. The MD&A should be read in conjunction with DFR's condensed consolidated financial statements for the three-months period ended March 31, 2024 (the "Financial Statements"). The Financial Statements are unaudited and have not been reviewed by the Company's external auditors.

The Company changed its name from Diamond Fields Resources Inc. to DFR Gold Inc. effective January 30, 2023.

Additional information about DFR is available o SEDAR www.sedarplus.ca

1. Geopolitical and political situation

The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia's invasion of Ukraine. Moreover, the armed conflict in Israel and the Gaza Strip in the Mediterranean has entered a critical phase, and further exacerbated by the bombing by Iran. In addition to the human toll, the war is increasingly affecting economic and global financial markets and exacerbating ongoing economic challenges, including issues such as rising inflation and global supply-chain disruption. Additionally, the Countries where the Company conducts exploration in West Africa and the nearby region continue to experience civil unrest and/or warfare including civilians attacks, though there has been no direct threat to the Company's assets, the situation is likely to affect the Company's ability to raise funds for its exploration projects.

Similarly, though the Company's activities have so far not been significantly affected by the situation in eastern Europe, Middle East management believes that the nature and duration of uncertain and unpredictable events, such as additional sanctions on Russia, instability and reactions to ongoing developments by global financial markets may have implications on the Company's financing activities.

1. Material events following the end of the reporting period

The Company recorded the following material transaction following the end of the reporting period, as further described under note 14 of this MD&A:

1. On May 7, 2024, the Company announced that it has entered into definitive agreements with Panthera Resources Plc. , pursuant to which the Company will increase its interest in the Gurara project from 25.5% to 51% in exchange for disposing its 40% interest in the Kalaka project (please refer to Note 14 - Events after the reporting period).
2. Pursuant to an option agreement (the "Option Agreement") between the Company and the holder of the WUO Land exploration permit, the Company has an exclusive option to purchase the WUO Land exploration permit by effecting a payment of $1,000,000 on or before May 27, 2024. The Company and the license holder have discussed certain amendments to the Option Agreement, these discussions are still ongoing as at the date of the MD&A, the Company shall provide an update a few days after this MD&A.

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DFR GOLD INC.

Management's Discussion and Analysis

For the three-months period ended March 31, 2024

(All amounts are expressed in U.S. dollars except where otherwise indicated)

1. INTRODUCTION (CONTINUED)

1. Management's responsibility for financial reporting

The condensed consolidated interim financial statements have been prepared by management who, when necessary, have made informed judgements and estimates of the outcome of events and transactions, with due consideration given to materiality. Management acknowledges its responsibility for the fairness, integrity and objectivity of all information in the consolidated financial statements.

As a means of executing its responsibility, management relies on the Company's system of internal control. This system has been established to ensure, within reasonable limits, that the assets are safeguarded, transactions are properly recorded and are executed in accordance with management's authorization. In addition, the system ensures that the accounting records provide a solid foundation from which to prepare the consolidated financial statements.

The Board of directors carries out its responsibility for the consolidated financial statements principally through its Audit Committee, consisting solely of non-management directors. This committee makes its recommendations to the Board of directors. Based on those recommendations, the Board of directors approves the consolidated financial statements.

1. Material uncertainty - reliance on shareholders' support

The Company reported a shareholders' deficit of $2,895,951 (December 31, 2023: $4,166,930) and a

working capital deficit of $905,537 (December 31, 2023: $2,093,043). These factors, combined with the loss for the three-months ended March 31, 2023 give rise to material uncertainties that raise doubt about the Company's ability to continue as a going concern.

2. OVERVIEW

1. Description of business

DFR Gold Inc. was incorporated under the Canada Business Corporations Act on May 28, 2000 and was temporary a tax resident in United Kingdom for the financial year ended December 31, 2023. The Company acquired a zircon project (the Beravina project) in Madagascar in 2016 and on June 28, 2022, the Company completed the acquisition and restructuring of Moydow Holdings Limited ("Moydow"), a BVI company owning a portfolio of gold assets in West Africa. The Company is actively engaged in the development of its existing assets whilst continuing assessing additional mineral projects around the world to identify new opportunities.

The Company is listed on the TSX Venture Exchange ("TSXV") as a Tier 2 mining issuer with trading symbol DFR.

2. OVERVIEW (CONTINUED)

1. Principal Assets

Approval of disclosure of technical information

Mr. Kieran Harrington PGeo EurGeol, Vice President, Exploration of DFR Gold Inc. and a Qualified Person as defined under Canadian National Instrument 43 101 - Standards of Disclosure for Mineral Projects ("NI 43 101"), has reviewed and approved the technical information contained in this report.

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DFR GOLD INC.

Management's Discussion and Analysis

For the three-months period ended March 31, 2024

(All amounts are expressed in U.S. dollars except where otherwise indicated)

2. OVERVIEW (CONTINUED)

Cascades (Gold) - Burkina Faso.

The Company's 80% controlled subsidiary, Moydow Holdings Limited ("Moydow"), holds two exclusive options for the Cascades project. According to the WUO Land option agreement, the deadline to exercise the option was May 27, 2024, as at the date of this MD&A, discussions with the license holder about certain amendments to the option agreement were ongoing. The WUO Land exploration permit has been renewed until March 5, 2027 and the area of the permit has been reduced by 25% from 61km2 to 46km2 in accordance with existing laws. The option for the WUO Land 2 exploration permit covering 243 km2 of ground in the Banfora greenstone belt in southwest Burkina Faso and contiguous to the WUO Land exploration permit has been exercised through the payment of $300,000 on February 9, 2024 and the process to apply for the 2nd three-year renewal has started and must be submitted 90 days prior to the expiry date, November 12, 2024.

Data for over 65,000 meters of historical drilling has been acquired by Moydow from previous option holders. The Company's subsidiary undertook a confirmatory twin and infill drilling campaign, consisting of 4,739 metres reverse circulation ("RC") drilling in 2021, following which a maiden resource statement was published. Moydow completed 4,975 meters of RC drilling program in August 2022, started prior to its acquisition by DFR, and further 5,641 meters of RC drilling in 2023. Combining the historic drilling data, and drilling performed from 2021 onwards, the Cascades project counts in excess of 80,000 meters of drilling. A NI 43-101 compliant technical report announced by the Company on October 25, 2021, and amended on April 20, 2022, reported:

• Indicated resource of 5.41 million tonnes at an average grade of 1.52 g/t AU for a total 264,000 ounces of gold; and,
• Inferred resource of 6.93 million tonnes at an average grade of 1.67 g/t Au for a total of 371,000 ounces of gold.

Gurara, Nigeria (Gold).

The Company acquired, in June 2022, a 25.5% indirect interest in various gold exploration projects in Nigeria (as part of the Moydow transaction), where historically very little systematic, modern exploration has been undertaken. The projects are located within the gold-bearing ("Schist Belt") terrain of the Benin-Nigeria Shield, which has broad similarities to the Birimian of the Man Shield of West Africa. The Company announced on May 7, 2024, definitive agreements with Panthera Resources Plc., subject to satisfying some minor administrative requirements prior to closing, pursuant to which the Company shall increase its interest in the Gurara project to 51% and dispose of its 40% interest in the Kalaka project (see below).

Kalaka (Gold) - Mali.

The Company acquired, on June 28, 2022, a 40% indirect interest in the Kalaka license in Mali (as part of the Moydow transaction). The Kalaka gold project is located 260km South-East of Bamako in South Mali, 80km south of the 8 million Ounces Morila gold mine owned by Barrick/AngloGold Ashanti and 85km northwest of the 6 million ounces Syama gold mine owned by Resolute. Previous works at Kalaka indicate a large, low-grade zone mineralization with multiple drill intersections. A drilling programme at Kalaka which commenced in July 2023 has ended in August 2023 achieving 705 meters of RC drilling. The Company announced, on May 7, 2024, definitive agreements with Panthera Resources Plc., subject to satisfying certain administrative requirements prior to closing, pursuant to which the Company shall increase its interest in the Gurara project to 51% (see above) and dispose of its 40% interest in the Kalaka project.

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DFR GOLD INC.

Management's Discussion and Analysis

For the three-months period ended March 31, 2024

(All amounts are expressed in U.S. dollars except where otherwise indicated)

2. OVERVIEW (CONTINUED)

1. Principal Assets (Continued)

Beravina (Zircon)

The Company through its Madagascar-based subsidiary, Compagnie Générale des Mines de Madagascar ("CGMM"), owns a Mining License (Permis d'Exploitation PE 8096) for the exploration and mining of the Beravina deposit, valid until June 22, 2055. The project is located in Western Madagascar within the Melaky region, covering 625 hectares and is approximately 220km east of the port of Maintirano, near a state road. A NI 43-101 compliant technical report filed by the Company on January 29, 2019, reported an Inferred Mineral Resource Estimate of 1.5 million tonnes grading 22.7% Zircon (ZrSiO4) (equivalent to 15.3% ZrO2).

1. Highlights

The Group posted net losses amounting to $709,801 (2023: $1,309,102), of which an extent of

$623,802 (2023: $1,162,326) is attributable to Equity Shareholders, for the three-months ended March

31, 2024. The net loss for the three-months ended March 31, 2024 consist mainly of: exploration and evaluation expenditures (mainly attributable to the exercise of the WUO Land 2 option (expensed) and overheads associated with the Cascades Project) to an extent of $430,236 (2023: $708,721), administrative expenses to an extent of $240,664 (2023: $330,828), net interest expense to an extent of $41,928 (2023: interest income $4,304) and share based compensation was nil (2023: $265,080).

Overall operation updates and performance

The Company exercised the WUO Land 2 option (against payment of $300,000) during the three- months period ended March 31, 2024, and continued desk top works in relation to the Cascades project during that period. For the comparative period last year, the Company started an exploration programme consisting of 5,641 meters of reverse circulating drilling on the Cascades project.

Corporate activities

The Company converted the unsecured 12.5% convertible debentures (the "Debentures") amounting to US$1,705,750 and interest thereon amounting to US$192,189 into capital, issuing an aggregate of 21,468,848 common shares at C$0.12 per share to five insiders on the maturity date (February 29, 2024) of the Debentures.

On February 15, 2024, John McGloin stepped down as CEO and director of the Company, and on the same date Al Gourley and David Reading also stepped down as directors of the Company. Brian Kiernan who, as that date, held 36.5% interest in the Company and until then was the non-executive chairman, has assumed the role of Interim CEO, and Len Comerford has been appointed as a member of the Audit Committee in replacement of Al Gourley. The Board now comprise of five directors, namely; Brian Kiernan as Chairman, Interim CEO and President, Sybrand Van Der Spuy as COO, and, Len Comerford, Bertrand Boulle and Carlo Baravalle as non-executive directors and also members of the Audit Committee.

The Company entered into loan agreements with insiders Spirit Resources SARL and Brian Kiernan raising respectively $300,000 and $500,000 at 8% p.a. repayable on January 31, 2025 or earlier if the Company completes a financing of at least $2,000,000 prior.

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DFR GOLD INC.

Management's Discussion and Analysis

For the three-months period ended March 31, 2024

(All amounts are expressed in U.S. dollars except where otherwise indicated)

3. RESULTS OF OPERATIONS

Review of selected financial and operating results Selected year ends financial and non-financial information

Evaluation and Exploration expenditures (''E&E'')

E&E to the extent of $430,236 (2023: $708,721) have been incurred for the three-months ended March

31, 2024, out of which expenditures on; Cascades project to an extent of $426,644 (2023: $707,766)

and Beravina project to an extent of $3,592 (2023: $955). Included in the E&E expenditures to an extent

of $300,000 relates to the option exercise fees of WUO Land 2 (2023: $nil), an extent of $15,550 relates to surface rent for Cascades and the second three-year license renewal for Cascades WUO Land, and the balance on personnel, support and logistics. E&E costs for the comparative period last year included an extent of $512,335 of drilling, assaying and related costs and the balance being support and logistics.

Evaluation and Exploration expenditures - Associates / Joint Venture (JV)

The Company announced definitive agreements for the restructuring of its joint venture interest on May 7, 2024 (please see DFR announcement of that date), subject to satisfying certain administrative requirements prior to closing0, and pursuant to which the Company shall acquire Panthera Resources Plc.'s 25.5% interest in the Gurara project in exchange for disposing DFR's 40% interest in the Kalaka project. DFR did not incur expenditures on the associates for the quarter ended March 31, 2024 (2023: $23,465 for Kalaka project).

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DFR GOLD INC.

Management's Discussion and Analysis

For the three-months period ended March 31, 2024

(All amounts are expressed in U.S. dollars except where otherwise indicated)

3. RESULTS OF OPERATIONS (CONTINUED)

Review of selected financial and operating results (Continued)

General and Administrative Expenses ("G&A")

The Company incurred $240,664 (2023: $330,828) on G&A for the three-months ended March 31,

2024, consisting mainly of: salary / fees for officers (CEO, COO and CFO) to an extent of $83,334

(2023: $156,125), the lower salary/fees for officers for 2024 is attributable to John McGloin stepping down as CEO effective February 15, 2024 and the remaining executives working on reduced fees as from February 2024; other consultancy and professional fees to an extent of $129,570 (2023: $104,010), the increase being attributable to the under provision of audit fees in 2023 accounted for in 2024 and professional fees in relation to conversion of debentures, board changes and the joint venture restructuring discussed in this MD&A; investor relations expenditure amounting to $2,677 (2023: $28,526), the reduction being attributable to no participation at Indaba mining conference and delayed invoicing of PDAC mining conference cost; and, other expenses reduced to $25,083 (2023: $42,167) there being some one off cost in 2023.

Share based compensation

The Company recorded no share based compensation ("SBC") expenditure (2023: $265,080) for the three-months ended March 31, 2024, due to no granting of Stock Options during the financial year 2023 and through to March 31, 2024. An aggregate of 17,050,000 new Stock Options were granted in September and December 2022, giving rise to $1,075,048 SBC, out of which an extent of $265,080 was recognised during the corresponding period last year.

Net interest expense

The net interest expense amounting to $41,928 (2023: income $4,304) have been incurred for the three months ended March 31, 2024, out of which $35,050 relate to the $1,705,750 convertible debentures, bearing interest at the rate of 12.5% converted to equity on February 29, 2024 and $7,276 on 8% loan from insiders, partly offset by interest received on call accounts.

4. REVIEW OF OPERATIONS Projects overview

DFR has a portfolio of exploration and development projects across Africa, with a focus on gold, including the highly prospective Cascades Project in Burkina Faso. The Company's portfolio and respective interest is summarised as follows:

Note 1: The Company has entered into an agreement with Panthera Resources Plc. to restructure the joint venture interest commonly owned by the 2 entities, which is subject to sattisfying final minor administrative requirements prior to closing, and pursuant to which the Company shall dispose of its 40% in the Kalaka project against a further 25.5% interest in the Gurara project, which will give DFR a 51% controlling interest in the Gurara project.

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DFR GOLD INC.

Management's Discussion and Analysis

For the three-months period ended March 31, 2024

(All amounts are expressed in U.S. dollars except where otherwise indicated)

4. REVIEW OF OPERATIONS (CONTINUED) Projects overview (continued)

The Company's interests are located in various regions of Africa as depicted below:

*DFR sold its diamond projects to JBDM Ltd. (a related party through common shareholding by Mr. Jean Raymond Boulle) in 2022 when it received an initial payment of $150,000 and pursuant to the agreement with JBDM, further annual payments of up to $100,000 (in September) until the year 2035 in addition to 1% on net sale royalty shall accrue. The first annual payment of $100,000 has been received in September 2023.

Exploration Projects

Cascades (Gold) - Burkina Faso

The Company announced on August 25, 2021, entering into definitive agreements (the "Definitive Agreements") to acquire Moydow Holdings Limited, pursuant to which upon closing on June 28, 2022, DFR has acquired an 80% interest in the Cascades project and Panthera Resources Plc. ("Panthera") will own a carried 20% interest on the condition that DFR invests $18,000,000 (the "Deemed Cost Base") in the project by September 30, 2026. Panthera shall have the right to acquire an additional 10% interest in Cascades by making a payment of up to $7,200,000 following the Trigger Date (defined as the earlier of DFR achieving the Deemed Cost Base or September 30, 2026), thereafter, all interests shall be participating. The Cascades gold exploration project comprising initially of an option for the WUO Land ("WUO Land") exploration license, broadened in geographic scope through the acquisition of an option to acquire the WUO Land 2 exploration license, which is contiguous to the WUO Land license. The WUO Land 2 Option has been exercised through the payment of $300,000 option exercise fees to the license holder, announced on February 9, 2024. The project is located in the Banfora greenstone belt of the West African Birimian Supergroup in Comoé province, southwest Burkina Faso. Cascades is approximately 370km west-southwest of Ouagadougou, and 100km northeast of the Wahgnion gold mine, operated by Endeavour Mining.

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DFR GOLD INC.

Management's Discussion and Analysis

For the three-months period ended March 31, 2024

(All amounts are expressed in U.S. dollars except where otherwise indicated)

4. REVIEW OF OPERATIONS (CONTINUED) Exploration Projects (Continued)

Cascades (Gold) - Burkina Faso (Continued)

The WUO Land option agreement gives DFR's subsidiary exclusive rights until May 27, 2024 to purchase 100% of the License Holder's interest in the WUO Land exploration license through a payment of $1,000,000. As at the date of this MD&A, discussions with the license holder about certain amendments to the option agreement were ongoing. The Company shall issue an update few days after the MD&A. Moreover, an amount of USD 50,000 (which have all been paid) is payable annually to the License Holder until May 27, 2023. An additional payment of USD 1,000,000 will be made to the License Holder upon the successful definition and reporting of a resource of at least 1,000,000 ounces of gold (under JORC guidelines). In addition, the License Holder retains a 1% net smelter return royalty ("NSR") on all gold produced up to a total aggregate payment of USD 2,000,000. The WUO Land exploration permit (Permis de Recherche) was renewed for three years in 2021 and was due for renewal on March 5, 2024, the Company lodged a submission for renewal in December 2023, and the license has been renewed until 5 March 2027, upon renewal, the extent of the WUO Land License has reduced by 25% from 61 km2 to 46 km2 in accordance with existing laws.

The WUO Land 2 option agreement confers DFR's subsidiary exclusive rights to purchase 100% of the License Holder's interest in the WUO Land 2 exploration license for an aggregate payment of $500,000, out of which $200,000 was paid in 2022 and the remaining $300,000 has been paid on February 9, 2024, exercising the option. The process to register the WUO Land 2 permit in the name of DFR's subsidiary is in progress and subject to completing all administrative requirements including executing the second and last three-year renewal. The License Holder is entitled to a net smelter royalty of 1% capped at $2,000,000 on the value of all minerals extracted from the tenement.

The WUO Land 2 exploration permit (Permis de Recherche) was granted for a three-year period on November 13, 2018, initially renewed and further renewed for another three-year period until November 12, 2024, and the Company has initiated the process for the second three-year renewal.

Moydow has explored the area since August 2020 and has benefitted from exploration activities undertaken at Cascades by previous operators, High River Gold Mines Limited ("HRG") (now Nord Gold SE ("Nord Gold")) and Taurus Gold Limited ("Taurus") having executed an Exploration Data, Reports and Samples Purchase Agreement on October 9, 2020 with Nord Gold to purchase all of their historic data in consideration of a 0.5% Net Smelter Royalty (NSR) capped at USD 3,000,000.

Historic information includes over 65,000 metres ("m") of drilling (541 holes) completed across multiple drilling campaigns by HRG and Taurus, consisting of principally diamond and RC drilling. Mineralization has been intercepted in three main zones over a 14km strike length. Previous historical drilling and historical artisanal mining has demonstrated continuity of mineralization within two of the three zones over strike lengths of up to 9km. Historical ground IP surveys, acquired by the Company, highlight the opportunity for further extensions and additional zones. Prior to its acquisition by DFR, Moydow consolidated all the previous exploration data into a single database for the first time in the project's history. The database includes an extensive amount of information, including drilling and soil sampling data, ground and airborne geophysics and Lidar surveys.

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DFR GOLD INC.

Management's Discussion and Analysis

For the three-months period ended March 31, 2024

(All amounts are expressed in U.S. dollars except where otherwise indicated)

4. REVIEW OF OPERATIONS (CONTINUED) Exploration Projects (Continued)

Cascades (Gold) - Burkina Faso (continued)

Moydow completed its inaugural exploration drilling program, which included 4,739m of reverse core (RC) drilling in 2021, comprising twin drilling of 23 holes in two areas of known, high grade mineralization, 2 infill holes as well as 4 exploration drill holes to test potential extensions. The results of the Moydow's drilling showed strong reproducibility of the HRG and Taurus drill data both in terms of location of mineralization and grade. Moreover, the brownfields exploration drilling showed good predictability of the location of mineralization in extensional drilling to the mineral resource. The HRG, Taurus and Moydow data was therefore taken as sufficiently accurate to be used in the estimation of the maiden mineral resource estimates (MRE) for Cascades. On October 25, 2021, the Company announced a maiden Mineral Resource prepared in accordance with National Instrument 43-101 for the Company's Cascades project, and amended on April 20, 2022, reporting:

• Indicated resource of 5.41 million tonnes at an average grade of 1.52 g/t Au for a total 264,000 ounces of gold; and
• Inferred resource of 6.93 million tonnes at an average grade of 1.67 g/t Au for a total of 371,000 ounces of gold.

The MRE for the Cascades Project has been prepared by Mr. Ivor W.O. Jones, M.Sc., FAusIMM, P.Geo, for Aurum Consulting, who is an independent Qualified person (QP) under NI 43-101 guidelines. The maiden Mineral Resource and its preparation have been detailed in a technical report,

entitled Diamond Fields Resources Inc. Cascades Project 2021-10,prepared in accordance with NI

43-101 and filed on SEDAR by the Company on December 3, 2021. On April 20, 2022, an amended technical report was filed clarifying that no exploration or drilling was done by DFR, no properties within close proximity to the project could be considered relevant to the project and that the qualified persons were independent from Moydow and Panthera Resources plc (which currently holds the remaining 20% interest in the project).

The MRE was estimated using ordinary kriging methodologies, standard estimation practices and constrained by an open-pit evaluation based on a $1,900 per ounce gold price and reported using a cutoff grade of 0.5 grams of gold per tonne ("g/t Au"). The MRE is based upon a total of 69,787m of drilling from 566 drill holes which includes the confirmatory, twin and infill drilling of 4739m for 31 holes (detailed above) undertaken by Moydow in 2021. Preliminary metallurgical results from historical metallurgical samples, supported by extensive LeachWELL (proprietary accelerated cyanide leach technique) data from Moydow drilling samples, indicate that gold is readily treatable by conventional cyanide leaching techniques after grinding to industry standard grind-sizes of approximately 80% passing 120 microns. Recoveries are in the range of 90% and 98% in the oxide zone and between 82% and 93% in the transition/sulfide zone. Moydow has estimated the amount of the resource that has been depleted by artisanal mining to be approximately 341,000 tonnes at 3 g/t Au.

Prior to the completion of its acquisition by DFR, Moydow started a drilling program at Cascades during the second quarter of 2022 (the "2022 Drilling Campaign") incorporating infill resource definition and step out drilling at the Daramandougou area (21 RC holes for an aggregate of 2,454 metres) and first-pass exploration drilling on two new previously untested targets in the then newly acquired Wuo Land 2 concession (as announced on 11 March 2022), namely the TT-13 and the Big South targets (22 holes).

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