Genesis Metals : MD&A 3rdQtr 12 31 2021

MANAGEMENT DISCUSSION AND ANALYSIS

For the nine months ended December 31, 2021

and containing information up to and including February 14, 2022

Genesis Metals Corp.

Management Discussion and Analysis

December 31, 2021

NOTICE

This Management Discussion and Analysis ("MD&A") is intended to help the reader understand the consolidated financial statements of Genesis Metals Corp. ("Genesis" or the "Company"). The information provided herein should be read in conjunction with the condensed interim consolidated financial statements for the nine months ended December 31, 2021 and consolidated financial statements for the year ended March 31, 2021. The following comments may contain management estimates of anticipated future trends, activities, or results. These are not a guarantee of future performance, since actual results could change based on other factors and variables beyond management control.

Management is responsible for the preparation and integrity of the consolidated financial statements, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that the information used internally or disclosed externally, including the consolidated financial statements and MD&A, is complete and reliable. The Company's board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management quarterly to review the consolidated financial statements including the MD&A and to discuss other financial, operating and internal control matters.

The reader is encouraged to review the Company's statutory filings on www.sedar.comand to review general corporate information.

All currency amounts are expressed in Canadian dollars unless otherwise noted.

FORWARD-LOOKING INFORMATION

This MD&A contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. These statements relate to future events or the future activities or performance of the Company. All statements, other than statements of historical fact are forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. These forward-looking statements include, but are not limited to, statements concerning:

• the Company's strategies and objectives, both generally and in respect of its specific mineral properties;
• the timing of decisions regarding the strategy and costs of exploration programs with respect to, and the issuance of the necessary permits and authorizations required for, the Company's exploration programs;
• the timing and cost of planned exploration programs of the Company, and the timing of the receipt of results therefrom;
• the Company's future cash requirements;
• general business and economic conditions;
• the Company's ability to meet its financial obligations as they come due, and to be able to raise the necessary funds to continue operations;
• the timing and pricing of proposed financings if applicable;
• the anticipated completion of financings;
• the anticipated receipt of regulatory approval/acceptance of financings;
• the anticipated use of the proceeds from the financings;
• the potential to verify and potentially expand upon the historical resources;
• the potential for the expansion of the known mineralized zones;

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Genesis Metals Corp.

Management Discussion and Analysis

December 31, 2021

• the potential for the amenability of mineralization to respond to proven technologies and methods for recovery of ore;

Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward-looking statements are risks and uncertainties beyond the Company's ability to predict or control, including, but not limited to, risks related to the Company's inability to negotiate successfully for the acquisition of interests in mineral properties, the determination of applicable governmental agencies not to issue the exploration concessions applied for by the Company or excessive delay by the applicable governmental agencies in connection with any such issuances, the Company's inability to identify one or more economic deposits on its properties, variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks identified herein under "Risk Factors".

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results are likely to differ, and may differ materially from those expressed or implied by forward looking statements contained in this MD&A. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions about:

• the level and volatility of the prices for precious metals;
• general business and economic conditions;
• the timing of the receipt of regulatory and governmental approvals, permits and authorizations necessary to implement and carry on the Company's planned exploration programs;
• conditions in the financial markets generally, and with respect to the prospects for junior exploration precious metal companies specifically;
• the Company's ability to secure the necessary consulting, drilling and related services and supplies on favorable terms;
• the Company's ability to attract and retain key staff, and to retain consultants to provide the specialized information and skills involved in understanding the precious metal exploration, mining, processing and marketing businesses;
• the nature and location of the Company's mineral exploration projects, and the timing of the ability to commence and complete the planned exploration programs;
• the anticipated terms of the consents, permits and authorizations necessary to carry out the planned exploration programs and the Company's ability to comply with such terms on a cost-effective basis;
• the ongoing relations of the Company with government agencies and regulators and its underlying property vendors/optionees; and
• that the metallurgy and recovery characteristics of samples from certain of the Company's mineral properties are reflective of the deposit as a whole.

These forward-looking statements are made as of the date hereof and the Company does not intend and does not assume any obligation, to update these forward-looking statements, except as required by applicable law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

Historical results of operations and trends that may be inferred from the following discussion and analysis may not necessarily indicate future results from operations. In particular, the current state of the global securities markets may cause significant reductions in the price of the Company's securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations.

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Genesis Metals Corp.

Management Discussion and Analysis

December 31, 2021

The ongoing COVID-19 global pandemic has continued to adversely affect workforces, economies, and financial markets globally. To date there have been no adverse effects on the Company's business or ability to raise funds.

COMPANY OVERVIEW AND OVERALL PERFORMANCE

The Company is a mineral exploration company involved in the acquisition and assessment of mineral properties in Canada. The Company does not have any producing mineral properties at this time. The Company is a reporting issuer in British Columbia, Alberta, Ontario, the Yukon Territory and the Northwest Territories and trades on the TSX Venture Exchange under the symbol GIS.

HIGHLIGHTS AND RECENT DEVELOPMENTS

Highlights of the Company's activities, including financing, corporate and exploration, for the nine months ended December 31, 2021 and subsequent period up to the date of this MD&A are as follows:

• On April 21, 2021 the Company announced that it had commenced a minimum 3,000 metres drilling program to test a series of till covered exploration targets east of the Chevrier East Zone Deposit and to target additional high-grade areas of the Main Zone Deposit.
• On May 6, 2021, the Company completed a non-brokered private placement for gross proceeds of $1,241,000. The Company issued 5,170,835 flow-through common shares at $0.24 per share. The Company incurred cash finders' fees of $75,414 and issued 285,250 finders' warrants. The warrants are exercisable at $0.24 for a period of two years.
• During the nine months ended December 31, 2021, the Company granted 1,625,000 common share purchase options to consultants, directors, and officers. 400,000 options, granted on April 21, 2021, are exercisable at a price of $0.24 for a period of three years, 1,075,000, granted on May 10, 2021, are exercisable at the same price of $0.24 for a period of five years and 150,000, granted on July 5, 2021, are exercisable at the same price of $0.24 for a period of five years.
• On June 30, 2021, Genesis announced it had completed a spring 2021 drill program totaling 4692 metres in 23 holes at its Chevrier Gold Project. The drilling included 1364 metres in 5 holes (including one hole that was abandoned 14 metres down hole and re-drilled) at the Main Zone deposit stepping out from GM20-80 which intersected 13.46 g/t gold over 8.90 metres starting at 114.80 metres down hole and including 25.44 g/t gold over 3.00 metres (see January 21, 2021 News Release), and, 3328 metres in 18 holes (including 1 hole that was restarted after encountering a fault at 76 metres down hole) testing new exploration targets east of the Chevrier East Deposit as described in the April 21, 2021 News Release.

The Company also announced it had contracted Geo Data Solutions GDS Inc. to complete a 2,602-line kilometre helicopter borne magnetic survey covering parts of the 290 square kilometre project not covered by the earlier airborne survey over the main Fancamp trend. A field program has commenced to follow-up areas with magnetic signatures consistent with interpreted gold-related structural traps with prospecting, mapping and sampling. Genesis has also expanded the size of its October Gold Project in Ontario by staking an additional 81 claims along its northern boundary to bring the overall project size to 254 square kilometres. The Company is planning an initial surface exploration program for 2021 to identify prospective gold targets on the large strategically located property. Genesis holds a right to acquire 100% interest in the entire October Gold Property, located in the Southern Swayze greenstone belt in Benton Township, Ontario. The property has prospective geology, structural setting and regional gold endowment.

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Genesis Metals Corp.

Management Discussion and Analysis

December 31, 2021

• On August 31, 2021, the Company reported that Muriel Dian de Mello has been appointed as CFO. In addition, drill results from the spring 2021 drilling program at the Chevrier project were reported. A total of 4880 metres in 23 holes were drilled. A total of 1468 metres in 5 holes (including one hole that was abandoned 14 metres down hole and re-drilled) were drilled at the Main Zone deposit stepping out from GM-20-80 which intersected 13.46 g/t gold over 8.90 metres starting at 114.80 metres down hole and including 25.44 g/t gold over 3.00 metres (see January 21, 2021 News Release). Highlights include*:
• 11.97 g/t gold over 6.00 metres in hole GM-21-112 starting at 130.00 metres down hole, within a wider zone assaying 3.49 g/t gold over 24.00 metres starting at 122.50 metres down hole
• 4.49 g/t gold over 3.50 metres in hole GM-21-110 starting at 238.50 metres down hole, within a wider zone assaying 1.18 g/t gold over 22.65 metres starting at 238.50 metres down hole
• 7.42 g/t gold over 1.25 metres in hole GM-21-109A starting at 198.00 metres down hole, within a wider zone assaying 2.63 g/t gold over 9.60 metres starting at 196.50 metres down hole

*Insufficient drilling has been completed to definitively determine true thickness; true thickness is estimated to be between 67-97% for holes GM-21-109A to -112 based on angle to core axis and 3D interpretation

In addition, 3412 metres in 18 holes (including 1 hole that was restarted after encountering a fault at 76 metres down hole) were drilled to test a series of exploration targets in an overburden covered area east of the Chevrier East Deposit as described in the April 21, 2021 News Release. Although intervals of highly strained mafic to intermediate volcanic rocks, metasediments and mafic intrusives were observed, locally exhibiting alteration quartz-carbonate veining, only anomalous gold mineralization was identified.

• On September 28, 2021, the Company entered into a memorandum of understanding (MOU) with two First Nations regarding exploration activities on its October Gold project. The MOU sets out a framework to facilitate Genesis Metals' exploration activities on the October Gold project. As a part of these agreements the Company has issued a total of 100,000 units consisting of 100,000 common shares and 100,000 common share purchase warrants which allow the holder to acquire an additional common share for $0.30 for a period of two years.
• On October 12, 2021, the Company completed a non-brokered private placement for gross proceeds of $400,000. The Company issued 3,333,333 flow-through common shares at $0.12 per share. The Company incurred cash finders' fees of $39,876 and issued 266,666 finders' warrants The warrants are exercisable at $0.18 for a period of two years.
• During the nine months ended December 31, 2021, a total of 9,287,292 warrants expired unexercised and 506,500 stock options were forfeited.
• Subsequent to the period ended December 31, 2021, 48,000 stock options expired unexercised.
• On January 24, 2022, the Company announced a new mineral resource estimate for the Main Zone at its Chevrier Gold Project and mineral inventories for the East and South Zones. Highlights include:
  Main Zone Pit-Constrained Resource - 0.30 g/t gold cut-off
• • Indicated Resource of 260,000 gold ounces (6.4 Mt at an average grade of 1.26 g/t gold)
  • Inferred Resource of 420,000 gold ounces (11.2 Mt at an average grade of 1.18 g/t gold)

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