GREEN RIVER GOLD : MD&A of Financial Condition and Result of Operations For the Three Months Ended December 31, 2020 and 2019

GREEN RIVER GOLD CORP.

Management Discussion and Analysis of Financial Condition and Result of Operations

For the Three Months Ended December 31, 2020 and 2019

GREEN RIVER GOLD CORP.

Index to Management Discussion and Analysis of

Financial Conditions and Result of Operations

For the Three Months Ended December 31, 2020 and 2019

(Expressed in Canadian dollars)

	Page
Introduction	2
Date of Report	2
Overview	2
Select Financial Information	4
Summary of Quarterly Results	5
Result of Operations	5
Liquidity and Capital Resources	6
Share Capital	8
Outlook	8
Off-Balance Sheet Arrangements	11
Contractual Obligations	12
Events After the Reporting Period	13
Changes in Accounting Standards	14
Critical Accounting Estimates	14
Risks and Uncertainities	16
Related Party Transactions	19
Forward Looking Statements	20
Approval	20

GREEN RIVER GOLD CORP.

Management Discussion & Analysis of Financial Condition And Results of Operations

Form 51-102F For the Three Months Ended December 31, 2020 and 2019

INTRODUCTION

This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") of Green River Gold Corp. ("Green River," the "Company") should be read in conjunction with the unaudited interim consolidated financial statements for the three month periods ended December 31, 2020 and 2019 (the "Financial Statements") and the related notes. The accompanying audited consolidated financial statements have been prepared by management and are in accordance with International Financial Reporting Standards ("IFRS") and all amounts are expressed in Canadian dollars unless otherwise noted. Other information contained in this document has also been prepared by management and is consistent with the data contained in the Financial Statements. In this discussion and analysis, unless the context otherwise dictates, a reference to the Company refers to Green River Gold Corp. Additional information relating to the Company is available for viewing under the Company's profile on the SEDAR website at www.sedar.com.

This discussion and analysis contains forward-looking statements. Please refer to the cautionary language on page 20.

DATE OF REPORT

This MD&A is prepared as of April 9, 2021. All amounts in the financial statements and this MD&A are expressed in Canadian dollars unless otherwise indicated.

OVERVIEW

Green River Gold Corp. was incorporated on June 5, 2006 under the Canada Business Corporations Act as Minerva Minerals Limited and commenced trading on August 13, 2007. On June 25, 2013, the Company received approval to change its name from Minerva Minerals Limited to Greywacke Exploration Ltd. On August 25, 2017, the Company's shareholders approved a name change to Green River Gold Corp. The Company began trading under the new name and ticker symbol CCR on September 8, 2017. The shares of the Company are listed on the Canadian Stock Exchange ("the CSE").

On May 17, 2017, new management and directors took over operations with the intent to focus on gold mining opportunities in the Cariboo Mining District of British Columbia. The Company is in the business of location, acquisition, exploration, and development of mineral claims as well as placer mining claims. The exploration and development of hard rock mineral claims is a process that is measured in years rather than months. Conversely, placer gold mining claims can typically be permitted within as little as a few months and can be placed into production with relatively low capital investment compared to even the smallest of hard rock mining properties. The Company's plan is to generate short term income from renting its placer mining claims while continuing to explore and evaluate longer term mineral prospects. The company is also involved in providing products and services to the placer mining industry, including selling and renting mining supplies and equipment, renting placer claims, and providing permitting and consulting services. In September 2020, the Company announced that it was forming a Limited Partnership, the Green River Gold Trading Limited Partnership (LP), which will purchase raw placer gold from miners and sell it to refineries and other markets. Green River Gold Corp. was originally intending to serve as the General Partner of the LP but upon further review of the costs, complexity, and risk of serving as the General Partner, management made the decision to participate as a Limited Partner instead. The General Partner will receive a management fee of $5,000 per month, 1% of the gross revenue of the LP, and 0.1% of the profits of the LP. The Limited Partners will receive 99.9% of the profits of the LP. The Company resigned as General Partner of the LP on March 5, 2021 and invested $30,000 in Limited Partnership Units in March 2021.

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GREEN RIVER GOLD CORP.

Management Discussion & Analysis of Financial Condition And Results of Operations

Form 51-102F For the Three Months Ended December 31, 2020 and 2019

OVERVIEW (continued)

During the year ended September 30, 2020, the Company took significant strides toward achieving its goals. The Company continued to add to its existing inventory of placer mining claims and mineral claims as discussed in the section titled Exploration and Capital Expenses, and in the section titled Events after the Reporting Period. As of September 30, 2020, the Company now holds over 8,900 hectares of mineral claims and over 2,400 hectares of placer claims.

On August 12, 2019, the Company announced that it had rented office and retail space in a location on Highway 97 in Quesnel BC. The location gave the Company office space in the middle of the Cariboo Mining District as well as retail space. The Company opened the retail store in September of 2019. The Company had been looking for office space in Quesnel and the potential to profit from the office space via the retail operation was a good fit. The Company purchased all the inventory from a mining supply store in Alberta that was ceasing operations and opened the retail store in September 2019.

On July 15, 2020, the Company moved the retail operation to a much larger facility, also on Highway 97 North in Quesnel, B.C. The new location has much larger signage with greater visibility. The retail operation and the recently announced prospective gold buying business are housed in the new facility, which is shared with an affiliated private company that manufactures gold mining equipment. In total, the new building is over 6,000 square feet with an additional 3,000 square feet of finished mezzanine space. The building sits on a two-acre lot and has been leased to December 31, 2022.

The store caters to the needs of the hundreds of smaller placer mining operations and hobby miners in the area. The Company distributes some well-established international brands of mining equipment as well as some locally built mining equipment. During the year ended September 30, 2020, the Company expanded its product offering by setting up distribution deals with several manufacturers, including an exclusive deal to sell Turbo Pans in the Canadian market. The space provides ample office space for our administration function as well as providing efficient office space for our Mine Manager and any outside geological consultants. During the year ended September 30, 2020, the Company also began to sell mining supplies and equipment from its online store.

The Company also sells large mining equipment acquired from third parties and sells Green River Gold Corp. branded mining equipment built in the shared facility by a related company, 1070923 B.C. Ltd.

On January 23, 2020, the Company announced a private placement of up to $1,000,000. The financing was subsequently amended and expanded to $1,200,000 on July 31, 2020. The amended non-brokered private placement is for up to 20,000,000 units priced at $0.06. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one common share at a price of $0.10 for a period of two years following the date of the financing. The Company completed the financing in early December 2020, raising total gross proceeds of $1,200,000.

On December 8, 2020, the Company announced its intention to raise up to $500,000 through a non- brokered private placement of units to be offered at a price of $0.07 per unit. Each unit will consist of one common share of the Company and one warrant, with each warrant entitling the holder to acquire one common share at a price of $0.11 for a period of three years following the issuance date.

On December 30, 2020, the Company closed the first tranche of the financing, issuing 700,000 shares for gross proceeds of $49,000. The financing is expected to close by April 30, 2021

The unaudited interim consolidated financial statements for the three month periods ended December 31, 2020 and 2019 have been prepared in accordance with IFRS applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements.

(continues)

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GREEN RIVER GOLD CORP.

Management Discussion & Analysis of Financial Condition And Results of Operations

Form 51-102F For the Three Months Ended December 31, 2020 and 2019

OVERVIEW (continued)

As mentioned above, the business strategy of the Company is focused on acquiring mineral and placer claims and making investments related to the placer mining industry which can provide potential cash flow in a relatively short time. This will complement the longer-term nature of exploring and developing mineral claims. There is no certainty that suitable properties or investments can be found.

The Company has incurred recurring operating losses since inception and only within the past three fiscal years has it begun to generate any operating revenues. In addition, the cost of compliance with regulatory reporting requirements continues to rise at a rate that is far higher than the rate of inflation. The Company will require additional funds to meet its obligations and maintain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in this regard are to raise equity financing through private or public equity investment to support existing operations and expand its business. There is no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. The Decemberr 31, 2020 and December 31, 2019 unaudited interim consolidated financial statements do not include any adjustments that would be necessary to the carrying amounts and classifications of assets and liabilities that might result from this uncertainty.

SELECTED FINANCIAL INFORMATION

The following information has been extracted from the Company's financial statement information for the three month period ended December 31, 2020 and the two most recently completed financial years:

		2020		2019		2018
Revenue	$	23,168	$	3,585	$	32,017
Net loss
in total	$	(114,997)	$	(112,536)	$	(71,965)
per share*	$	0.00	$	(0.01)	$	0.00
Total assets	$	1,641,283	$	622,213	$	175,191
Total long-term financial liabilities	$	138,856	$	98,848	$	nil
Cash dividends declared per share	$	nil	$	nil	$	nil

* Fully diluted loss per share amounts have not been calculated as they would be anti-dilutive.

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