Gold Line Resources : Q1 Management Discussion and Analysis

Gold Line Resources Ltd.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

First Quarter Report - March 31, 2022

The following discussion is management's assessment and analysis of the results and financial condition of Gold Line Resources Ltd. (the "Company"), and should be read in conjunction with the accompanying unaudited condensed interim consolidated financial statements and related notes for the three months ending March 31, 2022. The preparation of financial data is in accordance with International Accounting Standard 34 - Interim Financial Reporting (IAS 34) using accounting policies consistent with International Financial Reporting Standards ("IFRS") and all figures are reported in Canadian dollars unless otherwise indicated. The effective date of this report is May 27, 2022.

Forward Looking Information and Date of Report

This management's assessment and analysis ("MD&A" or "report") may contain statements that constitute "forward- looking information" or "forward-looking statements" (together "forward-looking statements") in respect of various matters including upcoming events or the Company's future performance. All statements other than statements of historical fact, may be forward-looking statements. Forward-looking information can generally be identified by the words "expect", "anticipate," "may", "will", "should", "intend", "believe", "target", "budget", "plan", "projection" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Forward-looking statements in this MD&A include, among others, statements regarding discussions of the Company's business strategy, future plans, projections, objectives, estimates, and forecasts; statements as to management's expectations with respect to, among other things, the exploration and development of the Company's projects, including exploration drilling, exploration activities and development plans of the Company; anticipated results of exploration drilling, exploration activities and development plans; permitting matters; expectations and anticipated impact of COVID-19 on the Company's plans, operations and performance; government regulation of mineral exploration activities and treatment under governmental and taxation regimes; budget estimates and expected expenditures; and other statements that are not historical facts. Information concerning mineral reserve and mineral resource estimates also may be considered forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present during operations or if and when an undeveloped project is actually developed.

Forward-looking statements are based on management's current beliefs and assumptions as to the outcome and timing of future events, including, but not limited to: that the drilling, exploration activities and development plans of the Company will be completed as planned; that the results of exploration drilling, exploration activities and development plans will be as anticipated; the Company's ability to obtain additional financing on satisfactory terms or at all; the impact of COVID-19 on the Company's business; commodity prices; and that permits and governmental approvals will be obtained. Although the Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: that exploration and development activities will not be completed as planned; that the results of exploration and development activities will not be as anticipated; the Company may not be able to obtain additional financing on satisfactory terms or at all; commodity prices; risks inherent in exploration results, timing and success; inaccurate geological and metallurgical assumptions, (including with respect to the size, grade and recoverability of mineral reserves and mineral resources); delays in the receipt of permits and other governmental approvals; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company's business and results of operations; changes in general economic conditions or conditions in the financial markets; the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance; the impact of COVID-19; health and safety risks; interest rate and currency exchange risks, as well as those risk factors referred to under the headings "Financial Instruments" and "Risks and Uncertainties" contained in this MD&A.

Additional factors that could cause actual results to differ materially from those expressed or implied by such forward- looking statements include, among other factors: (1) weak commodity prices and general metal price volatility; (2) the state of the global economy and economic and political events, including the deterioration of the global capital markets,

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Gold Line Resources Ltd.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

First Quarter Report - March 31, 2022

affecting supply and demand; and (3) securing and the nature of regulatory permits and approvals and the costs of complying with environmental, health and safety laws and regulations.

These factors should be considered carefully, and readers should not place undue reliance on the Company's forward- looking statements. The Company believes that the expectations reflected in the forward-looking statements, including future-oriented financial information, contained in this report and any documents incorporated by reference are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, including future-oriented financial information, there may be other factors that cause actions, events or results not be as anticipated, estimated or intended. The Company undertakes no obligation to disclose publicly any future revisions to forward-looking statements, including future-oriented financial information, to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as expressly required by law.

Additionally, the forward-looking statements, including future-oriented financial information, contained herein are presented solely for the purpose of conveying our reasonable belief of the direction of the Company and may not be appropriate for other purposes. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

All forward-looking statements, including future-oriented financial information, contained in this MD&A is only provided as of the date of this report, and is expressly qualified in its entirety by this cautionary statement.

Overview

The Company was incorporated under the laws of the Province of British Columbia and continued under the Canada Business Corporation Act, then subsequently continued under the Business Corporations Act (British Columbia) (the "BCBCA"). The Company is currently listed on the TSX Venture Exchange ("TSXV") under the trading symbol "GLDL". The registered address and records office of the Company is located at 2200 HSBC Building 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3E8. As at the date of this report, the Company's principal business activity is the acquisition and exploration of mineral property interests, particularly in Sweden and Finland.

As at March 31, 2022, the Company had working capital of $654,199 (December 31, 2021: $192,681). During the three months ended March 31, 2022, the Company incurred a loss of $842,831, and at March 31, 2022, the Company has not achieved profitable operations, and has accumulated losses of $11,343,601 since inception. The Company's ability to continue in the normal course of operations is dependent on its ability to raise equity financing or through the sale of its assets at amounts favourable to the Company. Although the Company has been successful in the past in raising funds to continue operations, there is no assurance it will be able to do so in the future. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.

On January 31, 2022, the Company completed a non-brokered private placement (the "January 2022 Private Placement"), pursuant to which the Company issued an aggregate of 25,625,000 units at a price of $0.16 per unit for gross proceeds of $4,100,000. Each unit consisted of one common share and one common share purchase warrant, with each warrant entitling the holder thereof to purchase one additional common share at a price of $0.25 until January 31, 2025. In connection with closing of the private placement, the Company paid cash finders' fee of $200,952 and issued 1,255,953 finder's warrants. Each finder's warrant is exercisable at a price of $0.16 until January 31, 2024. Other share issuance costs related to the January 2022 Private Placement include $93,145.

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Gold Line Resources Ltd.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

First Quarter Report - March 31, 2022

Exploration and Evaluation Assets

The following tables summarize the capitalized costs associated with the Company's exploration and evaluation assets:

			Gold Line	Klippen Gold	Oijärvi Gold	Solvik Gold
			Project		Project		Project		Project		Total
	Acquisition costs:
	Balance, December 31, 2021	$	1,359,265	$	2,012,225	$	1,304,943	$	326,236	$	5,002,669
	Cash		-		-		1,763,020		440,755		2,203,775
	Shares issued		-		-		1,015,368		213,060		1,228,428
	Balance, March 31, 2022		1,359,265		2,012,225		4,083,331		980,051		8,434,872
	Exploration costs:
	Balance, December 31, 2021		4,814,763		-		35,248		4,360		4,854,371
	Assay		1,728		-		-		-		1,728
	Consulting, contractors and general support		308,354		-		-		-		308,354
	Drilling		154,690		-		-		-		154,690
	Mineral licenses		7,166		10,020		-		-		17,186
	Operator fees		10,373		-		-		-		10,373
	Rent and storage		14,238		-		25,470		2,071		41,779
	Salaries and benefits		11,733		-		5,174		-		16,907
	Supplies and miscellaneous		51,539		-		-		236		51,775
	Travel		2,104		-		-		-		2,104
	Balance, March 31, 2022		5,376,688		10,020		65,892		6,667		5,459,267
	Total costs:
	Balance, March 31, 2022	$	6,735,953	$	2,022,245	$	4,149,223	$	986,718	$	13,894,139
			Gold Line	Klippen Gold	Oijärvi Gold	Solvik Gold
			Project		Project		Project		Project		Total
Acquisition costs:
Balance, December 31, 2020	$	1,359,265	$	-	$	-	$	-	$	1,359,265
	Cash		-		-		750,780		187,695		938,475
	Cash - success fee		-		-		96,000		24,000		120,000
	Shares issued		-		2,012,225		361,708		90,427		2,464,360
	Shares issued - finders fee		-		-		96,455		24,114		120,569
Balance, December 31, 2021		1,359,265		2,012,225		1,304,943		326,236		5,002,669
Exploration costs:
Balance, December 31, 2020		1,699,044		-		-		-		1,699,044
	Assay		411,066		-		-		-		411,066
	Consulting, contractors and general support		1,032,366		-		-		-		1,032,366
	Geological		41,716		-		-		-		41,716
	Drilling		931,747		-		-		-		931,747
	Mineral licenses		262,414		-		-		-		262,414
	Operator fees		92,878		-		-		-		92,878
	Rent and storage		113,823		-		35,248		4,360		153,431
	Supplies and miscellaneous		156,625		-		-		-		156,625
	Travel		73,084		-		-		-		73,084
Balance, December 31, 2021		4,814,763		-		35,248		4,360		4,854,371
Total costs:
Balance, December 31, 2021	$	6,174,028	$	2,012,225	$	1,340,191	$	330,596	$	9,857,040

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Gold Line Resources Ltd.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

First Quarter Report - March 31, 2022

Gold Line Project, Sweden

On April 1, 2019, GLR entered into a purchase and sale agreement (the "Gold Line Agreement") with EMSAB and "VRAB, two wholly owned subsidiaries of EMX, to acquire mineral property licenses totaling 54,591 hectares in the Gold Line of Northern Sweden (the "Gold Line Project"). The Gold Line Project includes the Långtjärn Property, Blåbärliden Property, Paubäcken Property, and the Kankberg Norra Property.

In consideration for the Gold Line Project, GLR paid $133,733 (US$101,390) and issued 2,555,210 common shares issued valued at $127,761, representing a 9.9% equity ownership of the Company on a non-diluted basis.

GLR also agreed to issue additional common shares to allow EMX to maintain a 9.9% equity ownership in GLR for no additional consideration until GLR raised an aggregate of $5,000,000 in equity financing (the "Anti-Dilution Right"), after which EMX will have the right to participate pro-rata in future financings at its own cost to maintain its interest in GLR (the "Pre-Emptive Right").

In October 2020, GLR entered into an agreement among EMX, EMSAB and VRAB (the "Acknowledgement Agreement"). Pursuant to the Acknowledgement Agreement, (a) EMX was issued 4,391,084 shares valued at $1,097,771 at closing of the RTO Transaction (the "EMX Closing Shares"), following which EMX has no further Anti-Dilution Right; (b) the EMX Closing Shares were escrowed until the release conditions have been satisfied, which such conditions have since been satisfied, and the shares released from escrow;(c) following closing of the RTO Transaction, EMX continues to have the Pre-Emptive Right unless and until EMX's interest in the Company becomes less than 5%; and (d) two Rötjärnen licenses were excluded from the licenses to be acquired, resulting in 11 mineral property licenses acquired under the Gold Line Agreement. Pursuant to an amendment to the Gold Line Agreement as of March 25, 2021, the parties agreed to add the Kattisavan nr 102 license to the Gold Line Project, and in consideration therefor, the Company reimbursed EMSAB for SEK 570,944 in acquisition costs.

Financing Commitments:

Pursuant to the Gold Line Agreement, GLR is committed to raising $600,000 in equity financings on or before October 1, 2019, to fund exploration programs on the Gold Line Project and a further $500,000 by April 1, 2021. As at December 31, 2020, GLR satisfied these financing obligations.

EMSAB Royalty:

In accordance with the Gold Line Agreement, and in respect of the Gold Line Project, GLR entered into a royalty agreement with EMSAB dated April 1, 2019, pursuant to which GLR is required to pay an annual advance royalty (the "Gold Line AAR") payments of 30 ounces of gold, or its value equivalent in USD or issuance of shares, on or before April 1, 2022, the third anniversary of the closing date. This royalty payment will then increase by 5 ounces per year up to a maximum of 75 ounces of gold per year until commencement of commercial production.

AOI Royalty:

If at any time before April 1, 2024, EMSAB, VRAB or EMX (each, a "Seller Party") acquires any mineral interest located within the agreed upon area of interest (the "AOI") surrounding certain of the licenses comprising the Gold Line Project (an "AOI Interest"), then the Seller Party must provide notice to GLR and GLR may elect to acquire the AOI Interest at the same cost that the Seller Party acquired such AOI. If GLR elects to acquire an AOI Interest, then, in exchange for the transfer of title to the AOI Interest, GLR will grant EMSAB a 1.0% net smelter return royalty ("AOI Royalty") in production from the AOI Interest on the terms and conditions prescribed by the Gold Line Agreement. Additionally, if GLR or any subsidiary or affiliate of GLR (each, a "Buyer Party") acquires a new mineral exploration license (an "AOI License") or mineral interest (an "AOI Acquired Interest") covering properties with an AOI, then the Buyer Party must provide notice to EMSAB and grant EMSAB a 1.0% NSR Royalty in production from any AOI License and a 0.25% NSR Royalty in production from any AOI Acquired Interest, in each case on the terms and conditions prescribed by the Gold Line Agreement.

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Gold Line Resources Ltd.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

First Quarter Report - March 31, 2022

Failure to Comply:

If GLR delivers a relinquishment notice to EMX, fails to make the required payment of royalties or annual advance royalties or, fails to complete the second equity financing and use the proceeds of the second equity financing to fund the exploration and development of the Gold Line Project within two years, EMX will have the right to demand GLR transfer the Gold Line Project back to EMX for no further consideration.

Paubäcken

The Paubäcken Project consists of 3 licenses (17,097 ha) that cover the central part of an emerging gold belt in north central Sweden known as the "Gold Line Belt".

Diamond drilling at Paubäcken commenced in early November 2021, with multiple, prioritized drill targets having been defined by exploration in 2020 and 2021.

The current drill program will focus on the "Aida" target area at Paubäcken, where top of bedrock drilling intersected numerous zones of gold (Au) enrichment, including one top of bedrock sample of 3 meters at 3.9 grams per tonne (g/t) Au (the entire sampled interval was mineralized). Another > 1 g/t Au top of bedrock sample was also collected from the area, and these zones of documented gold mineralization in bedrock will be targeted in the current drill program (see Figure 1).

Figure 1: Current target areas on Paubäcken license.

Gold Line has aggressively explored the Paubäcken area with:

• 2,399 surface till/soil samples were collected and analyzed
• 270 line km of geophysical surveys completed
• 185 rock chip samples were collected and analyzed
• 201 Base of Till/Top of Bedrock (BoT/ToB) drill holes were completed (68% of analyses still pending)
• 17 channel samples collected
• 5,200 meters of historic drill core were relogged with 252 samples analyzed and re-sampled from the historic drill core

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