Waseco Resources : Management Discussion and Analysis, May 31, 2023

(an exploration stage company)

Management's Discussion & Analysis

For the Three Months Ended May 31, 2023

c/o Suite 1500, 2 Queen Street East, Toronto, Ontario, MSC 3G5 Phone: [phone]E-Mail:[e-mail]

Management's Discussion & Analysis

For the Three Months Ended May 31, 2023

(Unaudited - Expressed In Canadian Dollars)

INTRODUCTION

This Management's Discussion and Analysis ("MD&A") for Waseco Resources Inc., an exploration stage company, ("Waseco" or the "Company") is dated July 31, 2023 and reflects the results for the three months ended May 31, 2023 and should be read in conjunction with the condensed interim consolidated financial statements for the three months ended May 31, 2023 and 2022 and the audited consolidated financial statements for the year ended February 28, 2023 (collectively, the "Financial Statements"). This MD&A and the Financial Statements, as well as press releases issued by the Company and other information, are available at the Company's website: www.wasecoresources.comand at SEDAR: www.sedar.com.

This MD&A is required to contain prospective and forward-looking statements. The Company is not in the practice of making forecasts, financial or otherwise, as it believes its business of mineral exploration and development is not sufficiently foreseeable to permit such forecasts to be made with any accuracy. To the extent that it is obliged to include such prospective information herein, the Company claims the protection of safe harbor legislation and generally cautions readers that all forward-looking statements are subject to change, inherent risks and uncertainties of many kinds. All statements made herein are made in good faith and in their belief as to best information and expectation available, but no guarantee can be provided, nor should any be inferred from any forward-looking statement.

HIGHLIGHTS

During the three months ended May 31, 2023 and to the date of this report, the Company was focused on managing its limited cash resources while working to advance its business. Significant activities included the following:

• Shareholder Loans
  On May 29, 2023, the Company received three shareholder loans for aggregate proceeds of $20,000. The loans are unsecured, accrue interest at 7.5% per annum, and mature on July 30, 2025. The proceeds were used in June to pay for annual reporting and filing expenses and past due invoices.
• Battle Mountain Ridge Project, Nevada
  On April 4, 2023, the Company reported the assay results related to the drilling program which was summarized in the report from SSR Mining, dated January 18th, 2023, entitled "SSR Mining 2022 Annual Report, Battle Mountain Ridge Project" (the "SSR BMR Report").
  SSR operates the Marigold Mine, which produces approximately 220,000 ounces of gold per year and is located approximately 10km north of the BMR property. In 2019, SSR acquired the Trenton Canyon Mine property, which is currently being evaluated for future production and is located immediately adjacent to the north-west of Battle Mountain Ridge property.
  A fourteen (14) hole, reverse circulation drill program, totaling 2,911 metres ("m") was completed during SSR's initial campaign on the property, testing for near surface gold mineralization, similar to Trenton Canyon. Six (6) holes were drilled on the "North Zone" and eight (8) holes were drilled on the "South Zone".

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Management's Discussion & Analysis

For the Three Months Ended May 31, 2023

(Unaudited - Expressed In Canadian Dollars)

Drilling hole highlights included:

• Hole MRA7890 intersected 7.70 m @ 2.01 grams per tonne ("g/t") Gold ("Au"), including 3.00 m @ 4.48 g/t Au;
• Hole MRA7857 intersected 35.10 m @ 0.53 g/t Au, including 15.20 m @ 0.96 g/t Au;
• Hole MRA7858 intersected 19.80 m @ 0.61 g/t Au, including 12.20 m @ 0.86 g/t Au;

Drill results include:

Hole ID	From	To	Interval	Au	COMMENT
	(m)	(m)	(m)	g/t	(standard sample length is 1.5 m)
MRA7893*	157.0	164.6	7.6	0.22	Including 0.33g/t over 3.0m
MRA7890*	97.6	109.8	12.2	0.12
MRA7890*	147.8	155.5	7.7	2.01	Including 4.48g/t over 3.0m
MRA7889*	111.3	122.0	10.7	0.30	Including 0.67g/t over 1.5m
MRA7883*	85.3	99.1	13.8	0.21	Including 0.44g/t over 1.5m
MRA7882*	0.0	1.5	1.5	0.28
MRA7881*	74.7	88.4	13.7	0.39	Including 0.95g/t over 1.5m
MRA7873*	42.7	64.0	21.3	0.20	Including 0.67g/t over 1.5m
MRA7872*	56.4	65.5	9.1	0.25
MRA7866**	27.4	32.0	4.6	0.59	Including 1.49g/t over 1.5m
MRA7866**	48.8	50.3	1.5	0.20
MRA7862**	61.0	62.5	1.5	0.49
MRA7862**	73.2	74.7	1.5	0.70
MRA7862**	126.5	132.6	4.6	0.44	Including 0.7g/t over 1.5m
MRA7862**	146.3	147.9	1.5	0.21
MRA7861**	79.3	82.3	3.0	0.72	Including 1.32g/t over 1.5m
MRA7861**	181.4	192.0	10.6	0.40	Including 0.6g/t over 6.0m
MRA7858**	117.4	137.2	19.8	0.61	Including 0.86g/t over 12.2m
MRA7858**	147.9	149.4	1.5	0.31
MRA7857**	187.5	222.6	35.1	0.53	Including 0.96g/t over 15.2m

Note: assays are reported using a 0.15 g/t Au cut-off grade, a maximum of 4.57m of internal dilution and no top cap is applied. Widths are down hole widths and not true widths. The true widths have not been interpreted at this time.

* Indicates South Zone; ** indicates North Zone.

Geologic interpretation and field mapping carried out by Marigold Mining Company ("Marigold")prior to drilling was consistent with previous conclusions supplied to Marigold by the Company. A general North-South trend to gold mineralization is seen in historical drilling data, which fits into the current understanding of local oxide mineralization seen in the nearby Trenton Canyon gold project area, now owned by SSR Mining Inc. ("SSR"). Completed drilling focused on extending structures along-strike as well as confirming the grade and thickness of oxide gold mineralization seen in historical drilling.

Although the six holes drilled were in the North Zone, none of these holes were in close proximity to Waseco's 2012 drilling of Waseco Hole #5, which intersected 25.4 g/au over 3.7m (see News Release November 12, 2012). Indications are that a core drill may be brought on to the project in 2023 and additional RC drilling may also be carried out.

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Management's Discussion & Analysis

For the Three Months Ended May 31, 2023

(Unaudited - Expressed In Canadian Dollars)

Geologic interpretation and field mapping done by Marigold did not conflict with previous conclusions, supplied to Marigold by Waseco Resources. A general North- South trend to gold mineralization is seen in historical drilling data, which fits into the current understanding of local mineralization seen in the nearby Trenton Canyon project area. Completed drilling focused on extending structures along-strike as well as confirming the grade and thickness of gold mineralization seen in historic drilling.

The SSR BMR Report on the exploration program resulted in SSR investing a total of US$547,690 in Qualifying Expenditures, satisfying the Phase 1 Work Requirement as described in the Option Agreement (s.4.3.1).

OUTLOOK

The business objectives of the Company continue to include the acquisition, exploration, development and production of mineral resources from properties in Canada and abroad. More particularly, the Company's primary business objective is the development of BMR in Nevada pursuant to the Option Agreement with, Marigold. Interests in other properties are being maintained, but the Company has insufficient funds to advance them.

The BMR property is included in the Trenton Canyon area, and Marigold confirmed it had spent US$547,690, which meets the minimum earn-in work requirement of 10,000 feet drilled or incur U.S.$500,000 in exploration expenditures by July 1, 2023. The SSR BMR Report is a positive indication that Marigold is working toward advancing BMR in accordance with the Option Agreement.

The Company may review alternative sources of funding its corporate activities to complement the financial support provided by advances from the Company's CEO and the $20,000 in shareholder loans received in May 2023. The Company requires additional funds to operate while its partners and optionee (Marigold) advance their exploration pursuant to the agreements in place. Furthermore, the Company continues to evaluate other projects that might complement its existing properties and lead to additional funding opportunities.

DESCRIPTION OF THE BUSINESS AND PROJECTS

The Company is a Tier 2 junior exploration company, listed on the TSX Venture Exchange ("WRI") and on the Frankfurt Exchange ("WSE"), and is engaged in the acquisition and exploration of mineral properties. The authorized capital is comprised of an unlimited number of no-par value common shares. The Company is a reporting issuer in the provinces of Ontario, Alberta, and British Columbia.

The Company's exploration projects include its primary project, the Battle Mountain Ridge Project in Nevada, and interests in projects in the Quebec Labrador Trough and James Bay Lowlands and the data gathered from previous activities in Indonesia. A summary of each project is listed below, while additional information is included in "Exploration Activities" section further below.

• Battle Mountain Ridge, Nevada- In July 2020, the Company's wholly owned subsidiary entered into an option agreement (the "Option Agreement") with Marigold, a wholly owned subsidiary of SSR, for

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Management's Discussion & Analysis

For the Three Months Ended May 31, 2023

(Unaudited - Expressed In Canadian Dollars)

100% of the Company's BMR gold prospect in Nevada. This Option Agreement addressed the Company's short-term working capital concerns. If the option is exercised the Company will receive sufficient funds to eliminate its working capital deficiency.

Under the terms of the Agreement, Marigold has an exclusive option to acquire all the rights, title, and interest in Waseco's leased unpatented mining claims within the Option Agreement's five-year term. On closing Waseco received cash consideration of US$100,000 as an advance towards the option purchase price plus US$22,660 as a reimbursement of advance royalty, lease payments and core shack fees paid by Waseco. Marigold also assumed Waseco's obligation to pay the annual royalty and quarterly lease payments and to issue a BLM reclamation bond to replace the Company's BLM reclamation bond.

Under the terms of the Option Agreement, Marigold has the option, at its sole discretion, to complete minimum earn-in work requirements, which are as follows:

1. No later than July 1, 2023, either complete 10,000 feet of drilling or incur US$500,000 in qualifying exploration expenditures (This milestone has been achieved during the year ended February 28, 2023); and

1. No later than July 1, 2025, either complete an additional 20,000 feet of drilling or incur an additional US$1.0 million in qualifying exploration expenditures.

If Marigold does not complete the minimum earn-in work requirements, it has the option to pay Waseco an amount equal to the qualifying exploration expenditures for the applicable earn-in period less the qualifying exploration expenditures actually incurred by Marigold for the applicable earn-in period.

The Company retains a 1% NSR on all gold recovered beyond 300,000 ounces from the property. The Company has received expressions of interest to purchase the royalty from royalty companies but has elected not to pursue these at this time.

The Company considers this transaction to be transformational. The Company, while ceding its lead project, benefited from a cash infusion in 2020 and a material exploration campaign without incurring dilution. The first US$500,000 stage of the exploration campaign was completed in the year ending February 28, 2023. The second stage of the exploration campaign is expected to be conducted by SSR by July 1, 2025. Upon completion of the program in the Option Agreement, management expects a significant pay-out which could address the present working capital deficit and fund the Company's future operations.

The willingness of senior, world-class explorers, to lend their names to the Technical Advisory Committee ("TAC") was, in large part, a recognition of the potential of BMR. The property is strategically located on one of the world's most prolific gold belts. It is immediately adjacent to a past producer and on strike with two producing gold mines. Several areas of gold mineralization have been found on the property. The TAC, with collectively over 200 years of successful mineral exploration experience, will be providing the guidance in the evaluation and development of prospective exploration properties going forward.

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