Aurelius Minerals : Management Discussion and Analysis For the Six Months Ended June 30, 2022

MANAGEMENT'S DISCUSSION & ANALYSIS - FOR THE SIX MONTHS ENDED JUNE 30, 2022

This Management's Discussion and Analysis ("MD&A") is current to August 24, 2022 (the "Report Date") and is management's assessment of the operations and the financial results together with future prospects of Aurelius Minerals Inc. and its subsidiary ("Aurelius", or the "Company") and compares the financial results for the three and six month periods ended June 30, 2022 and 2021. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three and six month periods ended June 30, 2022 and 2021 and the audited financial statements and accompanying notes for the years ended December 31, 2021 and 2020. The financial information contained in this MD&A and in the unaudited interim consolidated financial statements has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. The Company's accounting policies are in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and follow the same accounting policies and methods as presented in Note 3 to the Company's audited financial statements for the year ended December 31, 2021. All amounts presented are in Canadian Dollars unless otherwise stated. This discussion contains forward‐looking statements that are not historical in nature and involve risks and uncertainties. Forward‐looking statements are not guarantees as to Aurelius' future results as there are inherent difficulties in predicting future results. Accordingly, actual results could differ materially from those expressed or implied in the forward‐looking statements. The Company has adopted National Instrument 51‐102F1 as the guideline in presenting the MD&A. Additional information relevant to the Company's activities, including the Company's audited financial statements, can be found under the Company's profile on the SEDAR website at www.sedar.com and the Company's website at www.aureliusminerals.com.

The Company was incorporated under the Business Corporations Act (British Columbia) on April 5, 2007. The Company's registered and records office is 2500 - 700 West Georgia Street, Vancouver, BC, Canada V7Y 1B3. The Company also maintains an office at 1900 - 110 Yonge Street, Toronto, ON, Canada M5C 1T4. The Company's shares trade on the TSX Venture Exchange (the "TSXV") under the symbol AUL and the OTCQB in the United States under the symbol AURQF.

QUARTERLY AND RECENT HIGHLIGHTS

• Announced non‐brokered private placement of up to $1.25 million of gross proceeds on August 12, 2022, consisting of common shares of the Company at a price of $0.10 per common share and common shares which will qualify as "flow‐through shares" (as defined in subsection 66(15) of the Income Tax Act (Canada) at a price of $0.12 per flow‐through share.
• Announced completion of a maiden Mineral Resource estimate on the Aureus East Project effective May 20, 2022 (see Aureus East Maiden Mineral Resource Estimate below) and filed a technical report with an effective date of July 11, 2022.
• Continued channel sampling and mapping program in the underground drifts at Aureus East, where saddle reefs are exposed with the goal of identifying continuous mineralization directly adjacent to the existing underground development infrastructure and announced high grade results in significant gold mineralization. Based on the early success, this program was expanded and continues.
• Announced significant high grade results with channel 944L‐042 yielding 365 g/t gold over 2.0m, including 1,425 g/t gold over 0.5m.
• Continued to take a systematic approach to exploration at its projects, completing geological programs to effectively define new targets and expand the gold mineralization at the Aureus Gold projects.

COMPANY OVERVIEW

Aurelius is a gold exploration company with exploration properties in Nova Scotia and Ontario, Canada. During the first half of 2020, Aurelius acquired Aureus Gold Inc. and the Aureus West property and now holds a 100% interest in the Aureus Gold Properties, including Aureus East Gold Project, Aureus West Gold Project, the Tangier Gold Project and the Forest Hill Gold Project located in Nova Scotia. The Aureus East Gold Project includes a mill and tailings management facility. The Company also holds the Mikwam and Lipton properties within the prolific Abitibi Gold Belt in Ontario.

The Company commenced its 2020 exploration campaign at its wholly owned Aureus Gold Properties in Nova Scotia with an initial geological compilation program and the mobilization of the exploration team at the Aureus East project combined with the advancement of the first drilling program in August 2020. The Phase One 10,000m drill

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MANAGEMENT'S DISCUSSION & ANALYSIS - FOR THE SIX MONTHS ENDED JUNE 30, 2022

program at the Aureus East and West gold projects in Nova Scotia was completed in February 2021, while the Company continued compilation and targeting work at the Tangier and Forest Hills projects. The final Aureus West results were announced in a press release on May 20, 2021 and the final Aureus East results were announced in a press release on June 24, 2021 and the program is discussed below under "Aureus Gold Project". The 2021 Phase Two 12,821m drilling program at the Aureus East Project used two rigs with the objective to define a new gold Mineral Resource estimate. The program comprised 4,169m drilled from underground and 8,652m from surface, and was completed in late 2021 with 100% of the Phase Two drill holes successfully intersecting gold mineralization. The program expanded gold mineralization along strike, in width, at depth and remains open in all directions.

In July 2021, the Company completed two advanced exploration programs at its Aureus Gold Properties. The first program was a HeliGT magnetic airborne geophysical survey across the entire property package to identify new gold trends and essential structural controls on the gold mineralization. The second was a high precision borehole Optical Televiewer program at the Aureus East and West projects. The Televiewer survey is designed to map out key structures and contacts at the deposit scale and assist in expanding and defining gold zones.

The high‐resolution HeliGT survey is the first to be flown along the gold‐rich Meguma formation. Magnetic minerals associated with gold and concentrated around the anticline features make this survey an effective tool for regional exploration. The high‐resolution quality of the survey will reveal details, including subtle but essential structures which cross‐cut and influence the gold trends. The survey covered 1,130 line kilometres ("km") with line spacing at 75m in three distinct blocks; one over the Aureus East and West projects, one over the Tangier project and the third over the Forest Hill project. The HeliGT system is designed to read natural magnetic fields in the underlying rocks using a 3‐axis gradiometer system and provides a very high‐resolution view of the regional geology and gold mineralization trends.

The Optical Televiewer program employs a downhole probe to capture detailed photographs and record key structural measurements in drill holes on the Aureus East and West properties. The structural measurements enhance the interpretation of the geology, refining drill hole targeting and ensuring highly accurate results.

In response to the global health risks resulting from the COVID‐19 pandemic, the Company introduced a number of measures to protect employees, their families and the Company's communities. The health and wellbeing of the Company's workforce and the communities in which it operates is Aurelius' top priority. The Company continues to monitor the situation.

At the Mikwam property, the Company completed its Phase Three drilling program in May 2019 and its Phase Two exploration drilling program in October 2018 following successful completion of its first exploration drilling programs on the Mikwam and Lipton properties during fiscal year 2018.

The first three drilling campaigns at the Mikwam property have (1) defined gold mineralization along 3km of strike length on the property and a higher‐grade gold zone within the deposit at a structural hinge, while continuing to grow the footprint and volume of the mineralization; (2) extended the gold mineralization from the bedrock‐ overburden contact to a depth of approximately 400m below surface and along strike extending over 250m on the original deposit; and (3) identified a Z‐shape fold hinge which results in wider intervals (over 20m wide) and higher gold grades in the western portion of the deposit.

Aurelius' ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to identify and acquire promising mineral properties and conduct future exploration work on them, to fund its corporate overhead and commitments and to discharge its liabilities as they come due.

The Company closed a private placement financing in three tranches on March 30, April 4 and April 12, 2022 through the issuance of 3,030,311 flow‐through units at a price of $0.33 per flow‐through unit for gross proceeds of $1,000,003 and 1,866,673 common share units at a price of $0.30 per common share unit for gross proceeds of

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MANAGEMENT'S DISCUSSION & ANALYSIS - FOR THE SIX MONTHS ENDED JUNE 30, 2022

$560,002 for aggregate gross proceeds of $1,560,005. Each flow‐through unit and common share unit consisted of one flow‐through share and one common share, respectively, of the Company and one‐half of one common share purchase warrant with each whole common share warrant entitling the holder thereof to acquire one common share at a price of $0.40 per common share for a period of twenty‐four months following the closing of the offering. The Company paid cash commission of $5,400 and 18,000 broker warrants exercisable into common shares of the Corporation at a price of $0.30 per share for a period of twenty‐four months following closing. The subscription agreement for the flow‐through common shares requires Aurelius to incur $1,000,003 of qualifying Canadian Exploration Expenses ("CEE") and renounce the CEE to the flow‐through shares shareholders with an effective date of December 31, 2022.

On August 12, 2022, Aurelius announced that it intends to complete a non‐brokered private placement offering consisting of common shares of the Company ("Common Shares") at a price of $0.10 per Common Share and common shares which will qualify as "flow‐through shares" (as defined in subsection 66(15) of the Income Tax Act (Canada) ("Flow‐Through Shares") at a price of $0.12 per Flow‐Through Share. The aggregate gross proceeds of the Offering will be up to $1.25 million, to be completed on or before September 9, 2022. The net proceeds from the sale of Common Shares will be used by the Company for corporate and general working capital purposes, and an amount equal to the gross proceeds from the sale of Flow‐Through Shares will be used to incur eligible "Canadian exploration expenses" as defined under the Income Tax Act (Canada) related to the Canadian properties of the Company, on or before December 31, 2023. The Company will renounce to the purchasers of the Flow‐Through Shares such Canadian exploration expenses with an effective date of not later than December 31, 2022.

Although Aurelius has been successful in raising financing in the past, there is no assurance it will be able to do so in the future. If the Company is unable to obtain adequate additional financing in the near future, it will have to curtail exploration and development activities. These conditions indicate the existence of material uncertainties which cast significant doubt about the Company's ability to continue as a going concern.

Share Consolidation

On May 4, 2021, the Company completed a consolidation of the outstanding capital of the Company on the basis of 10 existing common shares for one new consolidated common share. Immediately prior to the consolidation, the Company had 276,069,713 common shares issued and outstanding and immediately after the consolidation, the Company had 27,606,961 post‐consolidated common shares issued and outstanding. All information in this MD&A with respect to prior periods has been restated to be presented on a post share consolidation basis and may vary from the pre‐consolidation balances due to the elimination of fractional shares.

Following the effective date of the share consolidation, each outstanding whole warrant of the Company will evidence the right of the holder thereof to acquire, in accordance with the terms of the warrant, 1/10 of a common share at the adjusted share price being the applicable warrant exercise price multiplied by 10. All outstanding warrant information in this MD&A has been restated to be presented giving effect to this share consolidation impact. No further action is required to be taken by a warrant holder in respect of the consolidation or the adjustment to the terms of the warrants.

AUREUS EAST MAIDEN MINERAL RESOURCE ESTIMATE

On May 26, 2022, the Company announced its maiden Mineral Resource Estimate ("MRE") for the 100% owned Aureus East Gold Project, with 162,700 ounces ("oz") Indicated gold ("Au") and 387,600 oz Inferred Au contained in the consolidated MRE. The MRE for the Aureus East Project was completed in accordance with National Instrument 43‐101 ("NI 43‐101") standards for disclosure and the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) and has an effective date of May 20, 2022. A technical report, in accordance with NI 43‐101, with an effective date of July 11, 2022 was filed on SEDAR and is also available on the Company's website.

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MANAGEMENT'S DISCUSSION & ANALYSIS - FOR THE SIX MONTHS ENDED JUNE 30, 2022

The MRE includes both pit constrained and underground constrained resources and the total combined resources include:

Type	Cut‐off	Category	Tonnes	Au g/t	Contained Oz Au
(Au g/t)	('000s)	('000s)
Pit Constrained	0.44	Indicated	654	3.71	78.0
Inferred	2,557	1.79	147.2
Underground	2.40	Indicated	332	7.94	84.7
Constrained	Inferred	1,628	4.59	240.4
Combined	0.44/ 2.40	Indicated	985	5.14	162.7
Inferred	4,185	2.88	387.6

1. Mineral resources were prepared in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (MRMR) (2014) and CIM MRMR Best Practice Guidelines (2019).
2. Mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.
3. Mineral resources are not mineral reserves and do not have demonstrated economic viability.
4. Mineral resource tonnages are rounded to the nearest 1,000. All figures are rounded to reflect the relative accuracy of the estimates and totals may not add correctly. Au ounces reported are troy ounces.
5. Density was determined from measurements on 245 drill core samples. The density of background sediments was determined to be 2.72 t/m3; the density of the mineralized zones was determined to be 2.77 t/m3.
6. Au g/t deposit grade was estimated using Inverse Distance Squared methods based on 1 m downhole assay composites. Capping was applied variably to each wireframe based on the distribution of assays; of the 39,831 assays, 243 were capped (0.6%). This was implemented to prevent the overestimation of grade. The parent model block size used was 2 m (x) by 2 m
7. 1. by 2 m (z) with minimum sub‐celling of 0.67 m (x) by 0.67 m (y) by variable (z). The model was regularized to 2 m (x) by 2 m (y) by 4 m (z) for pit optimization.
8. Pit constrained mineral resources were defined within an optimized pit shell with average pit slope angles of 45° in rock and 25° in overburden, and a 13.1 strip ratio (waste material: mineralized material).
9. Pit optimization parameters include: metal pricing at US$1,700/oz Au; exchange rate of C$1.33/US$1.00; transportation and refinery charges of C$5.00/oz Au; 99.95% Au payable; 2.0% combined royalty charges; mining cost of C$5.25/t; processing plus general and administration cost of C$30.00/t processed; and a Au recovery of 96%.
10. Pit constrained mineral resources are reported at a cut‐off grade of 0.44 g/t Au within the 100% revenue factor optimized pit shell. The cut‐off grade reflects the marginal cut‐off grade used in pit optimization to define reasonable prospects for eventual economic extraction by open pit methods. Pit constrained mineral resources are reported from the model regularized to 2 m
11. 1. by 2 m (y) by 4 m (z) to include must take blocks.
12. Underground minable shape optimization parameters include: metal pricing at US$1,700/oz Au; exchange rate of C$1.33/US$1.00; transportation and refinery charges of C$5.00/oz Au; 99.95% Au payable; 2.0 % combined royalty charges; mining cost of C$125.00/t; processing plus general and administration cost of C$40.00/t processed; and a Au recovery of 97%.
13. Underground constrained mineral resources are reported at a cut‐off grade of 2.40 g/t Au. The cut‐off grade reflects total operating costs to define reasonable prospects for eventual economic extraction by conventional underground mining methods. All material within minable shape optimization wireframes has been included in the mineral resource to include must take blocks.
14. The MRE was prepared by Christian Ballard, P.Geo., of Nordmin Engineering Ltd., who is the Qualified Person as defined by NI 43‐101 and is independent of Aurelius Minerals Inc. and Aureus Gold Inc.

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MANAGEMENT'S DISCUSSION & ANALYSIS - FOR THE SIX MONTHS ENDED JUNE 30, 2022

Figure 1. Plan View of Pit Constrained Resources at Aureus East

Figure 2. Long‐section View of Underground Constrained Resources at Aureus East

Geology and mineralization

The Aureus East deposit lies within the Meguma Terrane, the most southerly zone of the Canadian Appalachian province. The Meguma is historically associated with gold mineralization and mining in Nova Scotia, with a history of over 160 years of mining and exploration. The Meguma consists of a thick sequence of lower Paleozoic metasediments intruded by Devonian granitoid plutons. The metasediments are divided into two formations: the Goldenville Formation and the Halifax Formation.

The Aureus East deposit lies within an anticline hosted by the Goldenville Formation. The deposit occurs in a series of tight chevron‐style fold‐hosted quartz "saddles". The hinge zone of the fold is typically a rounded arc‐shaped structure of 5‐10m and the "limbs" are typically more uniform and straight. These quartz horizons occur parallel to stratigraphy which consists of interbedded greywacke and argillite sequences. The deposit is regionally offset by the

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