Treasury Metals : Financial Reporting Document

2022

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2022

(Expressed in Canadian dollars)

TABLE OF CONTENTS

INTRODUCTION ................................................ 3

DESCRIPTION OF THE BUSINESS ................. 3

2022 HIGHLIGHTS ............................................ 3

Financings ..................................................... 3

Mineral Resource Estimate ............................ 4

Exploration Highlights .................................... 4

Corporate Activities ........................................ 5

Subsequent Events ........................................ 6

OUTLOOK ......................................................... 6

SUMMARY OF MINERAL EXPLORATION

PROPERTIES .................................................... 6

Mineral Resources And Mineral Reserves .... 6

Goliath Project ............................................. 10

Goldlund Project .......................................... 12

Environmental Assessments and

Permitting ..................................................... 13

Community Relations ................................... 14

Goldeye Explorations Limited ...................... 15

Gold Rock Project, Kenora Mining

Division, Ontario .......................................... 16

Lara Polymetallic Project ............................. 16

SELECTED ANNUAL INFORMATION ........... 17

SUMMARY OF QUARTERLY RESULTS ....... 18

FINANCINGS ................................................... 19

Sale of Royalty to SRSR .............................. 19

FINANCIAL INSTRUMENTS AND RELATED

RISKS .............................................................. 20

Management of Capital ................................ 21

Risk Disclosures .......................................... 21

Sensitivity Analysis ...................................... 22

Fair Value Hierarchy .................................... 22

LIQUIDITY AND CAPITAL RESOURCES ...... 23

SHARE CAPITAL ............................................ 24

Fully Diluted Shares ..................................... 24

Warrants ...................................................... 24

Share-Based Compensation ....................... 24

TRENDS AND RISKS THAT HAVE AFFECTED

THE COMPANY'S FINANCIAL CONDITION . 25

OFF-BALANCE SHEET TRANSACTIONS .... 25

CONTINGENCIES AND COMMITMENT ........ 25

RELATED PARTY TRANSACTIONS ............. 26

Compensation of Key Management

Personnel .................................................... 26

DIVIDENDS ..................................................... 26

ACCOUNTING ESTIMATES AND

JUDGEMENTS ................................................ 26

ADOPTION OF NEW ACCOUNTING

STANDARDS .................................................. 27

RISKS AND UNCERTAINTIES ....................... 27

MANAGEMENT'S RESPONSIBILITY FOR

FINANCIAL INFORMATION ........................... 36

INTERNAL CONTROLS OVER FINANCIAL

REPORTING .................................................... 36

Disclosure Controls and Procedures ........... 36

Internal Controls over Financial Reporting..36

NON-IFRS MEASURES .................................. 37

CORPORATE GOVERNANCE ....................... 38

ADDITIONAL INFORMATION ........................ 38

QUALIFIED PERSON AND TECHNICAL

INFORMATION ................................................ 38

CAUTIONARY STATEMENTS ....................... 38

Cautionary Statement Regarding Forward-Looking Information ...................... 38

Cautionary Statement regarding Mineral Resource Estimates .................................... 40

INTRODUCTION

This management's discussion and analysis ("MD&A") reflects the assessment by management of the activities, consolidated financial condition and consolidated results of the operations of Treasury Metals Inc. ("Treasury Metals" or the "Company") for the year ended December 31, 2022. This MD&A should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2022 and 2021 and the notes thereto (the "Financial Statements"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar figures in this MD&A are expressed in Canadian dollars, unless stated otherwise. References to CAD and US$ are to

Canadian dollars and United States ("U.S.") dollars, respectively. This MD&A is dated March 27, 2023 and information contained herein is presented as of such date, unless otherwise indicated.

Further information about the Company and its operations is available under the Company's issuer profile on SEDAR atwww.sedar.com,on the OTCQX® Best Market ("OTCQX") atwww.otcmarkets.com and on the Company's website atwww.treasurymetals.com.

DESCRIPTION OF THE BUSINESS

Treasury Metals is a Canadian gold exploration and development company focused on its 100%-owned Goliath Gold Complex (Complex), which includes the district-scale Goliath Project, Goldlund Project and Miller Project. The Complex benefits from access to first-rate infrastructure at its location spanning from the Dryden area to Sioux Lookout, northwestern Ontario, Canada, within the Kenora Mining Division. Treasury Metals is advancing the Goliath Gold Complex projects through their respective permitting processes to advance construction and future mine production for open-pit gold mines and underground operations. In 2019, the Federal Minister of Environment released a Canadian Environmental Assessment Act (CEAA 2012) decision statement for the Goliath Project, which concluded that the project was unlikely to result in significant adverse effects to the environment. Key programs during 2022 included drilling and field exploration, an updated mineral resource estimate, updated engineering studies, continued environmental baseline collection and permitting processes supporting the Company's stated goals of completing a pre-feasibility study and mine permits on the Goliath Gold Complex.

The Company's issued and outstanding common shares ("Common Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "TML" and also trade on the OTCQX under the symbol "TSRMF". In addition, the Company has common share purchase warrants that trade on the TSX under the symbol "TML.WT" and also trade on the OTCQX under the symbol "TRYMF". The Company operates its corporate headquarters in Toronto, Ontario, and a project office in Wabigoon, Ontario at the Goliath Project site. The Goldlund Project is operated from the Goliath Project office, approximately 50 kilometres by road from the Goldlund Project. Additional corporate information can be found on the Company's website atwww.treasurymetals.com.

The Company requires equity capital and other financing to fund working capital and development activities, corporate overhead costs, exploration and other costs relating to the advancement of exploration and mining properties. The Company's ability to continue as an active mineral property developer and explorer is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. There is no assurance that financing efforts will be successful, sufficient or on terms acceptable to the Company, or if the Company will attain profitable levels of operation in the future.

This MD&A contains "forward-looking" information that is subject to risk factors set out in a cautionary note contained herein.

2022 HIGHLIGHTS

Financings

• • On April 11, 2022, the Company announced the closing of the previously-announced transaction whereby the Company entered into a royalty agreement (the "Sprott Royalty") with an affiliate of Sprott

Resource Streaming and Royalty Corp. ("SRSR") for a US$20 million royalty financing. The funds from the Sprott Royalty will be used to facilitate a decision on construction at the Goliath Gold Complex. Pursuant to the terms of the agreement, SRSR will receive a 2.2% net smelter returns royalty from all minerals produced at the Goliath Gold Complex for the life of the project. The terms of the agreement provide for, among other things, a buyback provision by the Company, a step-down royalty reduction upon achieving certain production targets, minimum payments to SRSR of US$500,000 on a quarterly basis (payable in cash or Common Shares at the election of the Company) until the earlier of December 31, 2027 or achievement of commercial production, and a participation right for further project financing to a maximum of US$40 million by SRSR.

Mineral Resource Estimate

• o On April 14, 2022, the Company released an updated mineral resource estimate for the Goliath Gold Complex (the "2022 MRE"). The 2022 MRE, with an effective date of January 17, 2022, was based on a total of 3,185 drill holes measuring 540,329 metres for the Goliath, Goldlund and Miller deposits, incorporating 176 new drill holes and 41,072 metres since the mineral resource estimate set out in the March 2021 Preliminary Economic Assessment (the "PEA") of the Goliath Gold Complex. The 2022 MRE formed the basis for the pre-feasibility study for the Goliath Gold Complex, which was completed in February 2023. See "Pre-Development: Updated Mineral Resource Estimate for the Goliath Gold Complex" and "Pre-Development: Pre-Feasibility for the Goliath Gold Complex" in this MD&A.

Exploration Highlights

• • On February 2, 2022, the Company announced that its 2022 drilling and exploration program would include up to 25,000 metres focused on regional exploration of new targets identified, or on previous targets which have seen limited historical drilling. The Company also provided additional gold results from 40 holes from the Goliath Gold Complex 2021 drilling campaign, including:

  • o Hole TL21-559, which intersected 5.5 metres grading 9.55 g/t Au, including 1.5 metres grading 24.40 g/t Au and 1.5 metres grading 8.60 g/t Au in the Main Zone from 162.0 metres to 167.5 metres downhole; and

  • o Hole GL-21-078, which intersected 6.8 metres grading 11.58 g/t Au, including 1.5 metres @ 48.8 g/t Au from 242.2 metres to 249.0 metres downhole.

• • On February 17, 2022, the Company announced new discoveries at the Goliath Gold Complex. Gold was discovered at the Ocelot target for the first time, and positive gold results were encountered in new drillholes at the previously identified Far East and Fold Nose mineralization. Results included:

  • o Far East hole TL21-568 with 6.95 g/t Au over 1.0 metre from 86.0 to 87.0 metres downhole and 0.51 g/t Au over 13.5 metres from 172.5 to 186.0 metres downhole;

  • o Fold Nose hole TL21-578 with 0.54 g/t Au over 7.5 metres including 1.24 g/t Au over 1.5 metres from 170.0 to 177.5 metres downhole;

  • o Fold Nose hole TL21-576 with 0.23 g/t Au over 28.0 metres from 100.0 to 128.0 metres downhole; and

  • o Ocelot hole OC-21-003 with 0.92 g/t Au over 2.0 metres from 79.0 to 81.0 metres downhole on a new target identified by the Treasury Metals Geology team.

• • A second new discovery at the Caracal target at the Goliath Gold Complex was announced on March 16, 2022. Results included:

  • o CC-21-006, which intersected 1.04 g/t Au over 28.4 metres; including 2.70 g/t Au over 7.0 metres, which includes 4.44 g/t Au over 1.0 metre and 9.14 g/t Au over 1.0 metre; and 7.12 g/t Au over 1.0 metre; and

  • o CC-21-009, which intersected 0.48 g/t Au over 7.0 metres; including 1.74 g/t Au over 1.0 metre; and also intersected 3.84 g/t Au over 1.0 metre.

• • On April 28, 2022, the Company announced additional results from the Fold Nose exploration program target at the Goliath Gold Complex. Fold Nose hole TL21-579A intersected 10.98 g/t Au over 10.5 metres from 210.0 to 220.5 metres downhole including 74.00 g/t Au over 1.5 metres from 217.5 to 219.0 metres downhole.

• • On May 12, 2022, the Company released high grade results from the Far East and South Syncline targets at the Goliath Gold Complex. Highlights included:

  • o Far East hole TL22-616 intersected 9.0 metres grading 16.90 g/t Au from 149.6 to 157.5 metres downhole including 0.3 metres with visible gold grading 502.00 g/t Au; and

  • o Silver mineralization intersected at Far East, including:

    • ▪ TL21-569 intersected 24.2 metres grading 11.6 g/t Ag, including 0.9 metres grading 33.8 g/t, 3.0 metres grading 42.0 g/t and 0.8 metres grading 53.0 g/t Ag; and

    • ▪ TL21-572 intersected 7.0 metres grading 9.2 g/t Ag and 6.2 metres grading 13.5 g/t Ag.

• • On June 15, 2022, the Company announced additional drilling results from the Far East target at the Goliath Gold Complex, showing near surface Goliath-style alteration and mineralization over approximately 600 metres on strike and open in all directions. Results included:

  • o Far East hole TL22-621 intersected 19.8 metres grading 0.70 g/t Au from 184.0 to 203.8 metres downhole, including 8.1 metres grading 1.21g/t Au from 193.2 to 201.3 metres downhole; and

  • o Far East hole TL22-617 intersected 15.55 metres grading 0.48 g/t Au near surface from 55.0 to 70.55 metres downhole including 1.0 metres grading 1.58 g/t Au from 57.0 to 58.0 metres downhole and 3.0 metres grading 1.35 g/t Au from 65.0 to 68.0 metres downhole.

• • On September 13, 2022, the Company announced the completion of a prospecting program at the Gold Rock Property and the launch of an Airborne Geophysical program starting in late September which would include digital line profile data, electromagnetic and magnetic survey. Following the geophysical survey, the Company planned to begin a regional geological interpretation for Gold Rock which integrates the new datasets for exploration targeting. See "Other Exploration Projects: Gold Rock

  Project" in this MD&A.

• • On November 14, 2022, the Company announced exploration results from the Goldlund and Caracal exploration targets (TTG), including:

  • o TTG hole GL-21-108 intersected 3.92 g/t Au over 16.0 metres from 5.2 to 21.2 metres downhole, including 6.72 g/t Au over 1.3 metres from 9.0 to 10.3 metres and including 22.20 g/t Au over 1.6 metres from 19.6 to 21.2 metres downhole;

  • o TTG hole GL-21-107 intersected 0.96 g/t Au over 21.0 metres from 103.0 to 124.0 metres downhole, including 11.60 g/t Au over 1.0 metre from 114.0 to 115.0 metres and 4.47 g/t Au over 1.0 metre from 122.0 to 123.0 metres downhole;

  • o TTG hole GL-21-104 intersected 0.91 g/t Au over 17.4 metres from 64.0 to 81.4 metres downhole, including 8.05 g/t Au over 1.0 metre from 71.0 to 72.0 metres downhole;

  • o Caracal hole CC-22-004 intersected 6.71 g/t Au over 1.0 metre from 146.0 to 147.0 metres downhole; and

  • o Caracal hole CC-22-002 intersected 0.46 g/t Au over 8.5 metres from 125.0 to 133.5 metres downhole.

Additional details on these exploration results are available electronically on SEDAR (www.sedar.com) under the Company's issuer profile and on the Company website (www.treasurymetals.com).

Corporate Activities

• • The Company held its annual general meeting of shareholders on June 28, 2022. At the meeting, two directors-Marc Henderson and Daniel Wilton-did not stand for re-election to the Board of Directors (the "Board") of the Company. Two new nominees, Margot Naudie and Paul McRae, were elected to