Winshear Gold : Earnings Document

MANAGEMENT'S DISCUSSION AND ANALYSIS

Year Ended March 31, 2021

(Expressed in Canadian Dollars)

Management's Discussion and Analysis

Year Ended March 31, 2021

DATE OF THE REPORT: JULY 28, 2021

This Management's Discussion and Analysis ("MD&A") relates to the financial condition and results of operations of Winshear Gold Corp. ("Winshear" or the "Company") together with its subsidiaries as of the date of the report. The MD&A is intended to supplement and complement the Company's audited consolidated financial statements for the year ended March 31, 2021 (the "Financial Statements"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Readers are encouraged to consult the Company's audited consolidated financial statements for the year ended March 31, 2021, and the corresponding notes to the financial statements, which are available on SEDAR at www.sedar.com. The information contained within this MD&A is current to the date of the report and all figures are stated in Canadian dollars unless otherwise noted.

OVERVIEW

The Company's principal business activities include the identification, acquisition and exploration of mineral properties, with a current focus on gold and base metal properties in Peru.

In addition, the Company is pursuing an arbitration claim against the government of Tanzania with The International Centre for Settlement of Investment Disputes (the "ICSID"), a part of the World Bank group, concerning the expropriation of its properties in that country.

The Company's outstanding common shares are listed on the Toronto Venture Stock Exchange (the "TSXV") under the symbol "WINS-V".

HIGHLIGHTS AND DEVELOPMENTS

• On July 7, 2020, the Company appointed a new President: Mark Sander
• On August 12, 2020, the Company closed a private placement financing for gross proceeds of $1,320,000
• During August & September 2020, the Company received $507,500 through warrant exercises
• On December 7, 2020, the Company secured funding for legal proceedings for its arbitration against the Government of Tanzania
• On March 2, 2021, the Company appointed a new Chief Financial Officer: Krysta Chapman
• On June 4 & October 14, 2020 and on January 18, 2021, Winshear announced results from its ongoing mapping and bedrock channel sampling at its Gaban project which expanded the Coritiri gold anomaly to a 900m width by 2,000m strike length

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Management's Discussion and Analysis

Year Ended March 31, 2021

• On June 10, 2021, the Company submitted its drill permit application for the first ever drill program at the Coritiri gold anomaly on the Gaban gold project
• On July 5, 2021, the Company announced the results of a further 199 bedrock channel samples from the Gaban gold project that revealed a new emerging gold anomaly and refined definition of the existing Coritiri anomaly.
• On July 15, 2021, the Company filed its Memorial with ICSID outlining the nature and quantum of its claims against the Government of Tanzania for the expropriation of the Company's retention licenses in the amount of $124,781,945, including interest which continues to accrue

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Management's Discussion and Analysis

Year Ended March 31, 2021

PRIVATE PLACEMENT

On August 12, 2020, the Company closed a private placement issuance of 11,000,000 units a $0.12 per unit for aggregate gross proceeds of $1,320,000 (the "Private Placement"). Each unit comprised of one common share and one-half common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant has an exercise price of $0.18 and expires on August 12, 2022.

Proceeds from the Private Placement are being used for exploration, corporate development and general working capital purposes.

WARRANT EXERCISES

During August and September 2020, the Company issued 5,075,000 common shares at a price of $0.10 per share for an aggregate issue price of $507,500 as a result of warrant exercises.

APPOINTMENTS OF PRESIDENT AND CHIEF FINANCIAL OFFICER

On July 2, 2020, the Company appointed Dr. Mark V. Sander as President. His role focuses on accelerating the exploration and development of the Company's Peruvian mineral properties. Dr. Sander is also a member of the Board of Directors of Winshear. Dr. Sander holds a PhD in Ore Deposits and Exploration and an MS degree in Geostatistics from Stanford University. He is a co-founder and Principal of Plinian Capital, a private equity firm focused on mining and exploration investment opportunities. He formerly held the successive roles of COO, then President & CEO of Mandalay Resources Corporation. Prior to Mandalay, he held senior management roles with BHP and Magma Copper. He founded and led the exploration program for Magma, including the teams that made the initial discoveries of the Resolution copper deposit beneath the historic Superior Mine in Arizona, USA and the Oyu Tolgoi copper deposit in Mongolia.

On March 2, 2021, the Company appointed Krysta Chapman as Chief Financial Officer. Ms.Chapman is a Chartered Professional Accountant (CA) and a Chartered Financial Analyst charter holder. She holds a BMath and a MAcc degree from the University of Waterloo. Ms. Chapman worked as Chief Financial Officer with Pathway Capital Ltd., a private venture capital firm, managing several private and public mining companies and as Corporate Treasurer at Sandstorm Gold Ltd.

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Management's Discussion and Analysis

Year Ended March 31, 2021

PERU PROPERTIES: GABAN AND TINKA

Overview

On September 19, 2019, the Company acquired the Gaban gold project and the Tinka iron oxide copper-gold project, both located in Peru, from Palamina Corp. ("Palamina"). In exchange, the Company issued 5,000,000 common shares during the year ended March 31, 2020 and 5,000,000 common shares during the year ended March 31, 2021. The Company will pay annual royalty payments to Palamina, commencing at $25,000 USD on September 19, 2019. The payment amounts double every two years until the Company has completed 5,000 metres ("m") of drilling or has abandoned the properties.

Palamina retains a 2% net smelter royalty ("NSR") on each property. The Company has the right to purchase 50% of each royalty by making a cash payment of $1,000,000 USD to Palamina at any time prior to the commencement of commercial production.

Location

The Gaban Property covers an area of 18,234 hectares surrounding the town of San Gaban in the Puno orogenic gold belt. San Gaban, sitting at an elevation of 550 metres above sea level, is served by excellent infrastructure; it is a four-hour drive via the Trans-Oceanic Highway to the Puerto Maldonado airport and a nearby 206 megawatt hydro-electric dam provides power to the town.

Historical Work

Palamina completed an initial aeromagnetic survey and acquired the concessions in 2018. Palamina conducted geological mapping, stream sediment sampling, and bedrock sampling that defined the coinciding aeromagnetic, stream sediment, and bedrock gold anomalies. Gold is hosted in auriferous quartz veins associated with shear zones in meta-sedimentary rocks.

During 2019 and 2020, Winshear conducted multiple field programs which focused on confirming and enlarging the Coritiri bedrock gold anomaly. By March 31, 2020, a total of 705 channel samples were collected with highlights including 15.75 gram per tonne ("g/t") Au over 1m, 5.72 g/t Au over 2.5m, and 5.7 g/t Au over 1m. Mineralized veins extend over an area of 900m by 2,000m, which is currently open especially to the south and east. The mineralized area correlates strongly with an east-southeast trending aeromagnetic anomaly.

Recent Sampling Program

During April and May 2021, the Company completed subsequent bedrock channel sampling programs. Of the 199 samples taken, 47 samples contain greater than 0.05 g/t Au. The greatest assay value returned 32.35 g/t Au and it is the highest Au assay collected from the Gaban property to date. An emerging new gold zone 1.5 kilometres northwest of the main Coritiri anomaly returned three anomalous gold values including 6.95 g/t Au. The 2021 sampling added important details about the gold-bearing shear zones at Gabana which will help to improve drill hole targeting.

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