GR Silver Mining : MD&A for period ended September 30 2021

GR SILVER MINING LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2021

REPORT DATE:

November 25, 2021

This Management Discussion and Analysis (the "MDA") provides relevant information on the operations of GR Silver Mining Ltd. (the "Company" or "GR Silver") to the Report Date and the financial condition of the Company for the three-andnine-month period ended September 30, 2021.

This document contains forward looking statements. Please see section "Forward-LookingStatements".

The Company is in the business of mineral exploration. Consistent with the Company's business plan, the land consolidation phase has been completed and the focus shifted to the Plomosas Project, the San Marcial Project and the adjoining, newly acquired La Trinidad Project (the "Projects"), which are located approximately 90 to 100 kilometres east-southeast of Mazatlán, Sinaloa, Mexico. The Projects are in a prolific mining area, the Rosario Mining District, with nearby historical precious metal producers. The Company has now identified multiple epithermal veins and hydrothermal breccias on the Projects.

The main activities include the evaluation and exploration of mineral exploration properties in search of economic mineral deposits. The Company is currently focused on resource expansion at the Projects, as well as new discoveries. The amounts shown for exploration and evaluation assets are dependent upon the discovery of economically recoverable reserves and future profitable production or proceeds from the disposition of these assets. The carrying values of exploration and evaluation assets do not necessarily reflect their present or future values.

All monetary amounts in this MDA and in the condensed interim consolidated financial statements are expressed in Canadian dollars, unless otherwise stated. Financial results are being reported in accordance with International Financial Reporting Standards ("IFRS").

The Company's certifying officers, based on their knowledge, having exercised reasonable diligence, are also responsible to ensure that these filings do not contain any untrue or misleading statements nor do they omit stating material facts required to be stated in light of the circumstances under which they were made, with respect to the period covered by these filings, and the condensed interim consolidated financial statements together with other financial information included in these filings. The Board of Directors approves the condensed interim consolidated financial statements and MDA and ensures that management has discharged its financial responsibilities.

The MDA should be read in conjunction with the Company's consolidated financial statements and notes thereto for the year ended December 31, 2020.

The Company is registered in the province of British Columbia. The Company's head office address is Suite 900 - 999 West Hastings Street, Vancouver B.C. V6C 2W2. The Company's registered and records office is Suite 600 - 890 West Pender Street, Vancouver, B.C. V6C 1J9.

OVERALL PERFORMANCE

The Company is a mineral exploration and resource expansion company active in exploration and development of mineral properties within the Rosario Mining District, Sinaloa, Mexico. It is employing its mineral exploration and business expertise, as well as knowledge and experience related to the district to advance resource expansion and new discovery opportunities with the pursuit of future development. The Company has successfully completed low-cost acquisitions, by staking, property acquisitions and corporate transactions. This is highlighted by the acquisition of 100% of Minera La Rastra S.A. de C.V. ("MLR"); the company holding Plomosas and other concessions from First Majestic Silver Corp. ("First Majestic"), completed in March 2020 and the more recent acquisition of 100% of Marlin Gold Mining Ltd. ("Marlin") from Mako Mining Corp. ("Mako"), completed in March 2021. Marlin owns 100% of Oro Gold de Mexico, S.A. de C.V. ("Oro Gold"), a Mexican company, that includes the past producing La Trinidad open pit Au mine ("La Trinidad"), that ceased operating in 2019, and additional highly prospective concessions located adjacent to GR Silver's existing portfolio of properties. These acquisitions together with the existing portfolio and

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nearby San Marcial, totalling 77,823.4 ha, have positioned the Company as a leader controlling key silver-gold assets in the Rosario Mining District (Figure 1).

COVID 19-UPDATE

The Company continues to adjust to the unprecedented COVID-19 conditions. At Plomosas, the Company has a camp with a capacity for 190 essential persons, directly involved in exploration, drilling, underground activities and general logistics and operational support, led by a local General Manager. The Company employs experienced medical and Occupational Health and Safety personnel and has implemented strict measures and protocols to limit potential exposure of personnel and nearby communities to the virus. Before accessing the camp and any operation, all persons, including external consultants, are tested for COVID-19 and following receipt of negative tests, are transported to site using strict health and safety protocols. Once on site, all appropriate COVID-19 related protocols are rigorously enforced. In addition, the Company has implemented frequent testing of all staff working on all facilities and all visitors are required to present evidence of vaccination or negative PCR results. Any anomaly regarding COVID-19 is reported to the Company's Health and Safety staff for review and implementation of appropriate actions such as isolation or restricting access to facilities. The municipality of Rosario, where most of the projects are located, has been classified according to the Mexican Authorities as "semaforo verde" (green light), reflecting a significant reduction in the number of COVID-19 cases over recent months.

EXPLORATION & RESOURCE DEVELOPMENT-STAGE PROJECTS

GR Silver is a mineral exploration and resource expansion company. It controls 100% of approximately 778 sq. km of highly prospective exploration concessions within the Rosario Mining District, in Sinaloa State, Mexico, and includes two mineral resource estimates as well as two past-producer mines. Its principal project is the Plomosas Project. The Plomosas Project incorporates the three key assets of the Company (Figure 1) covering 476 sq. km:

1. Plomosas - a past-producing underground lead-zinc-silver-gold mine where the Company recently released the first ever National Instrument 43-101- Standards of Disclosure for Mineral Projects ("NI 43-101") resource estimates on the Plomosas Mine Area and the San Juan Area. Plomosas also includes at least 16 additional exploration targets of which 11 are prioritized for further review and assessment;
2. San Marcial - a resource expansion stage asset. The Company released its NI 43-101 resource estimate for San Marcial in February 2019 and amended in June 2020 [the NI 43-101 resource reports for both Plomosas and San
   Marcial, respectively, are available on SEDAR (www.sedar.com) or the Company's website
   (www.grsilvermining.com)]; and
3. La Trinidad - a past-producing open pit, heap leach gold mine and associated concessions, acquired in March 2021.

In addition to the three "core" assets (above) that comprise the Plomosas Project, the Company holds over 300 sq. km of highly prospective "non-core" assets which include the Cimarron gold deposit (Figure 1), as well as exploration concessions close to the El Rosario historical multi-million-ouncegold-silver mine, named the Rosario Project, El Habal, Union II, El Habal Sur, Yauco and El Placer II.

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Figure 1 GR Silver Portfolio and "Core" Plomosas Project (red) in the Rosario Mining District, Sinaloa, Mexico

PLOMOSAS PROJECT, SINALOA, MEXICO

GR Silver owns 100% of the Plomosas Project located near the historic mining village of La Rastra, within the Rosario Mining District. The Plomosas Project incorporates the three key neighbouring assets of the Company - Plomosas, San Marcial and La Trinidad (Figure 1) - and consists of 17 mining concessions covering an area of 476 sq. km. The Plomosas Project consists of 11 mining concessions that were acquired via the acquisition of Minera La Rastra S.A. de C.V. ("MLR"), two concessions through the acquisition of Minera San Marcial S.A. de C.V. ("MSM") and an additional four concessions through the acquisition of Oro Gold (Table 1). In conjunction with the extensive databases that were acquired through each of these transactions, the Company has now integrated the data into one single project.

The Plomosas Project lies in one of the most prolific geological settings for the discovery of high-gradesilver-gold epithermal mineralized systems in Mexico. This is evidenced by world class deposits discovered in similar mining districts along the western edge of the Sierra Madre Occidental and replicated by recent high-gradesilver-gold drilling results from the Company's underground and surface drilling program. This is also evidenced by the history of multimillion ounce past gold and silver production from the historic El Rosario Mine.

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Table 1 Plomosas Project - Core Area Mining Concessions

	AREA			No.			MINING CONCESSIONS			OWNERSHIP			TITLE			SURFACE AREA
											(ha)
San Marcial	1			Mina San Marcial		Minera San Marcial	180998		119.0000
			2			Ampliacion San Marcial		Minera San Marcial	211650		1131.0000
Plomosas	3			Plomosas		Minera La Rastra	168698		12.0000
			4			Segunda Ampl. de Plomosas		Minera La Rastra	168699		100.0000
			5			Continuacion de Plomosas		Minera La Rastra	168700		12.0000
			6			La Rastra 2		Minera La Rastra	183443		25.4275
			7			San Juan		Minera La Rastra	188174		24.5725
			8			La Estrella		Minera La Rastra	202188		261.6800
			9			Plomosas 3		Minera La Rastra	209251		23.2700
			10			Plomosas 2		Minera La Rastra	210152		83.5000
			11			La Rastra		Minera La Rastra	214304		5396.0027
			12			Plomosas 4		Minera La Rastra	225024		420.9633
			13			Los Arcos		Minera La Rastra	226222		214.1300
La Trinidad	14			Reduccion la Nueva Trinidad*		Oro Gold de Mexico	244239		35,173.5088
			15			Nancy		Oro Gold de Mexico	226638		100.0000
			16			San Carlos		Oro Gold de Mexico	237870		79.5781
			17			San Carlos I		Oro Gold de Mexico	241108		10.4219

* June 2021 reduction subject to Government approval

Plomosas

Plomosas includes the small past-producing Plomosas mine, a shallow underground mine from which Grupo Mexico (IMMSA) historically produced 67,600 t of lead concentrate and 31,400 t of zinc concentrate with silver-gold credits between 1986 and 2000. The mine was closed in 2001 after succumbing to the then prevailing low commodity prices. As a result of the mine's continuous care and maintenance since that time, the extensive eight kms of underground tunnels and developments are in good condition, providing immediate access for exploration and potential future mining activities.

Plomosas is strategically located within five kms of San Marcial (Figure 1) in the southeast of Sinaloa State, Mexico, providing opportunities for cost and operational synergies in an integrated development scenario. The March 2020 acquisition of MLR included 563 historical and recent drill holes from both surface and underground locations in the Plomosas Mine Area and San Juan Area. This extensive database of drilling data was key in the Company's recent mineral resource estimation at Plomosas.

The Company completed its first drilling program at Plomosas during 2020-21, with surface and underground holes focused on expanding known mineralization along strike and down dip in both the Plomosas Mine Area and the San Juan Area. Underground drilling included in the program targeted the extension of recent silver-gold rich discoveries, such as at the lowest level (775 m RL, or approximately 250 m below surface) of the Plomosas Mine Area and two low sulphidation epithermal veins at the San Juan Area. Both areas were the subject of 3D modelling and interpretation, leading to the initial NI 43-101 resource estimations completed on August 23, 2021 (see below).

The previous owners of Plomosas invested approximately US$18 million in exploration, including extensive geophysics and geochemistry programs. As the Plomosas mine is a past producer, valid surface rights agreements, as well as mine and water use permits, remain in place for current and future use by the Company. Strategically, through the acquisition of MLR, the Company also now owns key land holdings and fixed assets around the Plomosas Mine Area and camp facilities.

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NI 43-101 Resource Estimates

Despite historical production and subsequent drilling campaigns by previous owners, GR Silver is the first company to integrate all data into a 3D model and complete NI 43-101 resource estimates. On August 23, 2021, the company released details of initial mineral resource estimates for the Plomosas Mine and San Juan Areas at Plomosas. The major highlights are summarized as follows.

• Indicated Resources: 3.4 Moz Ag, 53 koz Au, 73 Mlbs Zn and 48 Mlbs Pb for 10.3 Moz AgEq*
• Inferred Resources: 8.6 Moz Ag, 85 koz Au, 149 Mlbs Zn and 116 Mlbs Pb for 21.0 Moz AgEq*
• Estimates include 80 new GR Silver drill holes and 476 historical drill holes representing a total of 100,672 m of drilling covering two areas, the former Plomosas Mine and the San Juan Areas (Figure 2).
• The present mineral resource estimates are based on a conservative approach. Sampling of historical drill holes by previous companies was frequently selective, leaving a large amount of drill core unsampled. Missing intervals within mineralized zones were assigned zero values in the resource by GR Silver, including in areas with evidence of precious and base metals mineralization. Further drilling is underway to address these unsampled areas and potentially continue resource growth at the Plomosas Mine and San Juan Areas.
• A 14,000 m drill program is in progress on newly identified, high priority gold-silver targets outside the current resource areas.
• The incorporation of extensive historical data and completion of the initial mineral resource estimates at Plomosas, incremental to the nearby San Marcial NI 43-101 mineral resource estimate of 36.0 Moz AgEq# Indicated resources and 11.9 Moz AgEq# Inferred resources (see Table 2 below), represents a major milestone for GR Silver.
• SeeNews Release dated August 23, 2021for detailed definitions of AgEq* and AgEq#.
• On October 8, 2021, the "Technical Report for the Plomosas Project" was lodged on SEDAR (www.sedar.com).

The following tables summarize the recent NI 43-101 mineral resource estimate for Plomosas as well as the 2019 San Marcial NI 43-101 mineral resource estimate. Further details on the San Marcial resource can be found under the San Marcial section of this report.

Table 2 - Plomosas Project Combined Mineral Resource Statement (Plomosas and San Marcial)

Plomosas Mine Area Mineral Resource Statement ACS - August 23, 2021

	Resource	Type	Tonnage	Au	Au	Ag	Ag	Pb	Pb		Zn		Zn		AgEq		AgEq*
	Category		MT	g/t	Koz	g/t	Moz	%	Mlbs	%	Mlbs			Moz		g/t
	Indicated	OP	0.3	0.21	2	74	0.6	1.0	5.9	0.9	5.0		1.0	115
	Inferred	OP	1.2	0.07	3	75	2.9	0.9	24.3	0.8	20.0		3.9	102
	Indicated	UG	1.7	0.84	46	27	1.4	0.9	33.5	1.4	52.9		7.5	137
	Inferred	UG	3.4	0.50	55	40	4.3	0.9	68.5	1.1	83.0		12.6	116
	Total	Indicated	2.0	0.76	48	33	2.1	0.9	39.4	1.3	57.9		8.5	134
	Total	Inferred	4.6	0.39	58	49	7.2	0.9	92.8	1.0	103		16.5	112
			San Juan Area Mineral Resource Statement ACS - August 23, 2021
	Indicated	OP	0.1	0.19	0	115	0.3	0.3	0.5		0.6		1.1			0.3		111
	Inferred	OP	0.2	0.37	3	92	0.7	0.6	3.0		0.7		3.4			0.8		111
	Indicated	UG	0.4	0.35	4	87	1.1	1.0	8.2		1.7		13.8		1.6		132
	Inferred	UG	1.0	0.77	24	22	0.7	0.9	19.9		2.0		42.2		3.6		116
	Total	Indicated	0.5	0.32	5	92	1.3	0.9	8.7		1.5		14.9		1.9		128
	Total	Inferred	1.2	0.70	27	36	1.4	0.9	22.9		1.7		45.6		4.5		115

• AgEq is based on long term silver, zinc and lead prices of US$20.00 per ounce silver, US$1,600 per ounce gold, US$1.10 per pound zinc and US$0.90 per pound lead. The following average metallurgical recoveries are assumed for Plomosas Mine Area as 74% silver, 86% gold, 75% zinc

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