Waseco Resources : Management Discussion and Analysis, August 31, 2022

(an exploration stage company)

Management's Discussion & Analysis

For the Three and Six Months Ended August 31, 2022

c/o Suite 1500, 2 Queen Street East, Toronto, Ontario, MSC 3G5 Phone: 416-­‐364-­‐3123E-­‐Mail:rickw@wasecoresources.com

Management's Discussion & Analysis

For the Three and Six Months Ended August 31, 2022

(Unaudited -­‐ Expressed In Canadian Dollars)

INTRODUCTION

This Management's Discussionand Analysis ("MD&A")for Waseco Resources Inc., an exploration stage company, ("Waseco" or the "Company") is dated October 31, 2022 and reflects the results for the three and six months ended August 31, 2022 and should be read ni conjunction with the condensed interim consolidated financial statements for the three and sixmonths endedAugust 31, 2022and the audited consolidated financial statements for the year ended February 28, 2022 ("Financial Statements"). This MD&A and the Financial Statements, as well as press releases issued by the Company and other information, are available at the Company's website: www.wasecoresources.comand at SEDAR: www.sedar.com.

This MD&A is required to contain prospective and forward-­‐looking statements. The Company is not in the practice of making forecasts, financial or otherwise, as it believes tsi business of mineral exploration and development is not sufficiently foreseeable to permit such forecasts to be made with any accuracy. To the extent that it is obliged to ncludei such prospective information on herein, the Company claims the protection of safe harbor legislation and eneraglly cautions readers that all forward-­‐looking statements are subject to change, inherent risks and uncertainties of many kinds. All

statements made herein are made in good faith and in their belief as to best nformationi and

expectation available, but no uaranteeg can be provided, nor should any be nferredi from any forward-­‐looking statement.

HIGHLIGHTS

During the six months ended August 31, 2022 and to the date of this report, the Company was focused on managing its limited cash resources while working to advance its business. Significant activities included the following:

• Exploration in Nevada- In early October, 2022, Marigold advisedthe Company, that it had initiated drilling on the Battle Mountain Ridge Property in September. Marigold also advised that in preparation for drilling, it had completed a cultural survey on the eastern half of Section 20, constructed approximately 400m of new road, cleared off the existing access roads, and cleared off or constructed 10 drill pads.
• Annual Meeting- The Company held its annual meeting of shareholders on July 25, 2022, wherein the following business items were addressed, as proposed:
  o Simone and Company were reappointed as auditors for the Company;
  o Elected Directors: Derek Bartlett, Michael Ellingson, Gary O'Connor and Richard Williams; o Stock option plan as proposed and unchanged from the prior year, was approved.
• BLM Bond Refund- On March 2,2022, the Company received US$17,740 from the Bureau of Land Management, Nevada ("BLM") to refund the reclamation bond on the Company's Battle Mountain Ridge Property ("BMR"). The BLM bond was no longer required after Marigold Mining Company ("Marigold") a wholly owned subsidiary of SSR Mining Inc. ("SSR"), optioned BMR and assumed the bonding obligation.
• Prospective Property Review- The Company continues toevaluate prospective properties that might assist with expanding the Company and supportingadditional access to capital.

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Management's Discussion & Analysis

For the Three and Six Months Ended August 31, 2022

(Unaudited -­‐ Expressed In Canadian Dollars)

OUTLOOK

The business objectives of the Companycontinue to include the acquisition, exploration, development and production of mineral resources from properties in Canada and abroad. More particularly, the Company's primary business objective is the development of BMR in Nevada pursuant to the Option Agreement with SSR's subsidiary, Marigold.

SSR previously stated that theexploration expenditures by Marigold in 2022 are estimated at $18 million, targeting oxide mineral resource additions and conversion of Mackay, Valmy, New Millennium and Trenton Canyon. The BMR property is included in the Trenton Canyon area, and management believes that Marigold intends to complete the minimum earn-­‐in work requirement of 10,000 feet drilled or U.S.$500,000 by July 1, 2023. The initiation of a drilling program by Marigold at BMR, as noted in the 'Highlights" above, is a positive indication that Marigold is working toward advancing BMR in accordance with the Option Agreement.

The Company may review alternative sources of funding its corporate activitiesto complement the financial support provided by advances from the Company's CEO. The Company requires additional funds to operate while its partners and optionee (Marigold) advance their exploration pursuant to the agreements in place. Furthermore, the Company continues to evaluate other projects that might complement its existing properties and lead to additional funding opportunities.

DESCRIPTION OF THE BUSINESS AND PROJECTS

The Company is a Tier 2 junior exploration company, listed on the TSX VentureExchange ("WRI") and on the Frankfurt Exchange ("WSE"), and is engaged in the acquisition and exploration of mineral properties. The authorized capital is comprised of an unlimited number of no-­‐par value common shares. The Company is a reporting issuer in the provinces of Ontario, Alberta, and British Columbia.

The Company has interests in the following exploration properties and are more fully expanded upon under the heading "Exploration Activities" below:

• Battle Mountain Ridge, Nevada-­‐ In July 2020, the Company's wholly owned subsidiary entered into an option agreement (the "Option Agreement") with the Marigold Mining Company a wholly owned subsidiary of SSR Mining Inc. for 100% of the Company'sBMR gold prospect in Nevada.This Option Agreement addressed the Company's short-­‐term working capital concerns. If the option is exercised the Company will receive sufficient funds to eliminate its working capital deficiency.
  Under the terms of the Agreement, Marigold has an exclusive option to acquire all the rights, title, and interest in Waseco's leased unpatented mining claims within theOption Agreement's five-­‐year term. On closing Waseco received cash consideration of US$100,000 as an advance towards the option purchase price plus US$22,660 as a reimbursement of advance royalty, lease payments and core shack fees paid by Waseco. Marigold also assumed Waseco's obligation to pay the annual

Management's Discussion & Analysis

For the Three and Six Months Ended August 31, 2022

(Unaudited -­‐ Expressed In Canadian Dollars)

Under the terms of the Option Agreement, Marigold has the option, at its sole discretion, to complete minimum earn-­‐in work requirements, which are as follows:

o No later than July 1, 2023, either complete 10,000 feet of drilling USor$500,000incur in qualifying exploration expenditures; and

o No later than July 1, 2025, either complete an additional 20,000 feet of drilling or incur an additional US$1.0 million in qualifying exploration expenditures.

If Marigold does not complete the minimum earn-­‐in work requirements, it has the option to pay Waseco an amount equal to the qualifying exploration expenditures for the applicable earn-­‐in period less the qualifying exploration expenditures actually incurred by Marigold for the applicable earn-­‐in period.

The Company retains a 1% NSR on all gold recovered beyond 300,000 ounces from the property. The Company has received expressions of interest to purchase the royalty from royalty companies but has elected not to pursue these at this time.

The Company considers this transaction to be transformational. The Company, while ceding its lead project, has benefited from a cash infusion and a material exploration campaign without incurring dilution. Upon completion of the program in the Option Agreement, management has every expectation of a multi-­‐millionpay-­‐out which will cover all current payables and provide working capital to proceed with its business model of acquiring and exploring additional properties of merit.

The willingness of senior, world-­‐class explorers, to lend their names to the Technical Advisory Committee was, in large part, a recognition of the potential of BMR. The property s i strategically located on one of the world's most prolific gold belts. It is immediately adjacent to

• • past producer and on strike with two producing gold mines. Several areas of gold mineralization have been found on the property. Follow-­‐up drill programs are warranted. This brain trust, with collectively over 200 years of successful mineral exploration experience, will be providing the guidance in selecting additional exploration properties going forward.
• Quebec Labrador Trough-­‐ A large land position in the Quebec Labrador Trough("Labrador Trough") that is subject to a joint venture with ORANO Canada Inc. (formerly AREVA), which is a wholly owned subsidiary of ORANO Group S.A., the world's leading integrated nuclear company("ORANO") (see www.orano.group/canadafor more information). Although the Company continues to manage this property, the present market for uranium and minimal cash resources continue to limit the Company's activities.
• James Bay Lowlands-­‐ A 5% interest in a diamond exploration project in close proximity to the DeBeer's Victor mine, in the Attawapiskat region of the James Bay Lowlands ofNorthern Ontario; and
• Indonesia-­‐ Historically, the Company carried out extensive work exploring and developing an alluvial gold project in Indonesia. It has held discussions with an operating dredging company to capitalize on its technical data base and realize on its intellectual property.

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Management's Discussion & Analysis

For the Three and Six Months Ended August 31, 2022

(Unaudited -­‐ Expressed In Canadian Dollars)

The Company does not hold any interests in producing or commercial ore deposits and has no

discovery is made, substantial financial resources would be required to establish ore reserves. Additional substantial financial resources would be required to develop mining and processing for any ore reserves that may be discovered. If the Company were to be unable to finance the establishment of ore reserves or the development of mining and processing facilities, it might be required to sell all or a portion of its interest in such property to one or more parties capable of financing such development. As a strategic consideration, the Company may find it more attractive to do so in any event, as it considers its primary business and expertise to beexploration, but it does not rule out the possibility of production in the appropriate circumstances.

The Company is subject to numerous risk factors that may affect its business prospectsin the future.

These include commodity prices, availability of capital, exploration risks, regulatory risks, environmental risks, competition, dependence on key personnel, potential risks relating to mineral titles and aboriginal land claims, currency risk and potential amendments to tax laws.

REVIEW OF OPERATIONS

The following paragraphs providean analysisof the financial conditionof the Company,results of operations, trends, events, uncertaintiesand industry and economic factors that affect the Company's performance.

Summary of Select Financial Information

Selected financial information for the last eight quarters appear below:

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