Waseco Resources : Management Discussion and Analysis, for the three and nine months ended November 30, 2021

(an exploration stage company)

Management's Discussion & Analysis For the three and nine months ended November 30, 2021

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Management's Discussion & Analysis

For the Three and Nine Months Ended November 30, 2021

(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 January 26, 2022 and reflects the results for the three and nine months ended November 30, 2021 and should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three and nine months ended November 30, 2021 ("Interim Financial Statements") and the audited consolidated financial statements for the year ended February 28, 2021 and the corresponding notes. This MD&A and the Interim 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 on 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

On December 30, 2021, the Bureau of Land Management, Battle Mountain, Nevada, notified the Company of a decision that granted Marigold Mining Co. an expanded mine plan boundary for the Trenton Canyon Mine. Furthermore, since Marigold Mine Co. is currently bonded for all authorized exploration activities, an update to the reclamation cost estimate is not necessary for this minor modification. This decision reduces the estimated reclamation cost (provision for property restoration) for Waseco Resources US Inc. to zero ($0), which will result in the Company receiving a refund of US$17,740 (CA$22,693). The refund of the BLM exploration bond is expected to be received in late January 2022.

On December 8, 2021, SSR Mining announced positive exploration results by its subsidiary, Marigold Mine Company ("Marigold"), which is party to the Option Agreement (referenced below) on Waseco's Battle Mountain Ridge Property ("BMR"). BMR is part of Marigold's Trenton Canyon exploration target. SSR reported that definition drilling to delineate the extents of nearby mineral centres and potential continuity is ongoing. The Company anticipates SSR will develop more detailed plans that will advance the exploration of BMR pursuant to the Option Agreement.

On August 18, 2021, the Company announced it had appointed Jim O'Neill as Chief Financial Officer of Waseco. Mr. O'Neill brings over 35 years of Financial and Accounting experience in a wide range of industries, primarily in the junior mining and exploration sector. As part of the compensation package, Mr. O'Neill was granted 400,000 options to acquire shares at $0.05 per share for a 3-year period ending August 18, 2024.

In April 2021 Waseco granted 2.4 million stock options to its directors and certain consultants. Each option has an exercise price $0.075 and expire in April 2024. Using the Black-Scholes valuation model, $66,101 was recorded as share-based compensation.

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Management's Discussion & Analysis

For the Three and Nine Months Ended November 30, 2021

(Expressed In Canadian Dollars)

OUTLOOK

The business objective of the Company is 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 SSR Mining's subsidiary, Marigold. The Company will require additional capital to pursue its business objective, particularly related to properties and prospects other than BMR.

The positive results from Marigold's 2021 exploration activities in Nevada, suggest more specific drilling and exploration work is being planned by SSR for BMR.

The Company is not subject to any capital requirements imposed by any regulatory body, other than the TSX Venture Exchange ("TSXV") which requires adequate working capital or financial resources of the greater of

1. $50,000 and (ii) an amount required to maintain operations and cover general and administrative expenses for a period of 6 months.

The willingness of senior, world-class explorationists, to lend their names to the Technical Advisory Committee 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. Follow-up drill programs are warranted. This brain trust, with collectively over 200 years of successful mineral exploration experience, will be providing the guidance in selecting additional exploration properties going forward.

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 has interests in the following exploration properties and are more fully expanded upon under the heading "Exploration Activities" below:

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

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Management's Discussion & Analysis

For the Three and Nine Months Ended November 30, 2021

(Expressed In Canadian Dollars)

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; 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, has benefited from a cash infusion and a material exploration campaign without incurring dilution. Upon completion of the program in the Option Agreement, management has every expectation of a multi-millionpay-out which will cover all current payables and provide working capital to proceed with its business model of acquiring and exploring additional properties of merit.

• Quebec Labrador Trough- A large land position in the Quebec Labrador Trough ("Labrador Trough") that is subject to a joint venture with ORANO Canada Inc. (formerly AREVA), which is a wholly owned subsidiary of ORANO Group S.A., the world's leading integrated nuclear company ("ORANO") (see www.orano.group/canadafor more information);
• James Bay Lowlands- A 5% interest in a diamond exploration project in close proximity to the
  DeBeer's Victor mine, in the Attawapiskat region of the James Bay Lowlands of Northern Ontario; and
• Indonesia- Historically, the Company carried out extensive work exploring and developing an alluvial gold project in Indonesia. It has held discussions with an operating dredging company in Indonesia to capitalize on its technical data base and realize on its intellectual property.

The Company does not hold any interests in producing or commercial ore deposits and has no production revenue. There is no operating history upon which investors may rely. Commercial development of any kind will only occur if sufficient quantities of ore containing economic concentrations of uranium, gold or other mineral resources are discovered. If, in the future, a discovery is made, substantial financial resources would be required to establish ore reserves. Additional substantial financial resources would be required to develop mining and processing for any ore reserves that may be discovered. If the Company were to be unable to finance the establishment of ore reserves or the development of mining and processing facilities, it might be required to sell all

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Management's Discussion & Analysis

For the Three and Nine Months Ended November 30, 2021

(Expressed In Canadian Dollars)

or a portion of its interest in such property to one or more parties capable of financing such development. As a strategic consideration, the Company may find it more attractive to do so in any event, as it considers its primary business and expertise to be exploration, but it does not rule out the possibility of production in the appropriate circumstances.

The Company is subject to numerous risk factors that may affect its business prospects in the future. These include commodity prices, availability of capital, exploration risks, regulatory risks, environmental risks, competition, dependence on key personnel, potential risks relating to mineral titles and aboriginal land claims, currency risk and potential amendments to tax laws.

As at November 30, 2021 and the date of the MD&A, the directors and officers of the Company are:

Derek Bartlett	Director
Michael Ellingson	Director
Gary O'Connor	Director
Richard Williams	Director, President & CEO
Jim O'Neill	CFO

TRENDS

There are no unusual trends, commitments, events or uncertainties presently known or identifiable to management that would reasonably be expected to have a material effect on the Company's business, financial condition or results of operations beyond the junior mining sector's continuing challenge to raise funds in the capital markets. This adverse trend continued for an unusually extended period. Although prospects for funding may have improved, the pricing of new capital may be excessively dilutive. It is also difficult to achieve material share appreciation based upon exploration funding, activity, and the time to generate successful results. The nature of the Company's business is demanding of capital for property acquisition costs, exploration commitments and holding costs. The Company intends to utilize cash on hand to meet these obligations and will continue to raise funds, as necessary, to augment this cash position. In recent times, Mr. Williams, the Chief Executive Officer has been supportive in the Company's operations by extending shareholder advances to the Company with nil interest, no fixed terms of repayment or other considerations.

RISKS

There are certain risk factors that could have material effects on the Company that are not quantifiable at present due to the nature of the Company's industry segment and other considerations.

Exploration Development and Operating Risk

Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration and development, any of which could result in work stoppages, damage to property, and possible environmental damage.

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