Winshear Gold : Earnings Document

MANAGEMENT'S DISCUSSION AND ANALYSIS

Three Months Ended June 30, 2021

Management's Discussion and Analysis

Three Months Ended June 30, 2021

DATE OF THE REPORT: AUGUST 27, 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 condensed consolidated interim financial statements for the three months ended June 30, 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"), applicable to the preparation of interim financial statements including International Accounting Standard 34 - Interim Financial Reporting. 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 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

Three Months Ended June 30, 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 550m 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 500m 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

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Management's Discussion and Analysis

Three Months Ended June 30, 2021

zones at Gaban which will help to improve drill hole targeting. Further mapping and sampling programs are ongoing.

Drill Permit

On June 10, 2021, the Company submitted its Declaracion de Impacto Ambiental (the "DIA"), the suite of environmental and social studies required ahead of any drilling at the Gaban property. The DIA allows for the construction of up to 40 drill pads and covers the 900m by 2,000m Coritiri target. The Cortiri target has never been drill tested and Winshear aspires to commence a drill program as soon as the permits are received.

Tinka Property

The Tinka iron oxide-copper-gold project is an early-stage exploration target that covers an area of 1,800 hectares. It is located 45 kilometres ("km") southeast of the town of Ica at an elevation of 2,000m and is 300km southeast of Lima along the Pan-American highway. The Company has applied for licenses on ground recently opened for new concessions to augment its land position.

TANZANIA

SMP Project Background

From 2005 to 2017, the Company had acquired, explored, and owned a 100% interest in the Saza, Illunga, Gap and Kwaheri Retention Licenses, all within the Luna Goldfields in southwest Tanzania. The Tanzanian government has since expropriated all of the Retention License through a series of actions from 2017 to late 2019. Consequently, Winshear has initiated international arbitration proceedings in accordance with the 2013 Agreement for the Promotion and Reciprocal Protection of Investments between Canada and Tanzania. The Company is seeking compensation for the value lost to Winshear as a result from the expropriation.

Funding for legal proceedings

On December 7, 2020, the Company secured litigation funding in an agreement with an affiliate of Delta Capital Management LLC ("Delta"), a US-based global private equity and advisory firm specializing in litigation and legal finance (the "Funding Agreement"). Under the Funding Agreement, the Company can draw funds from the financing facility to meet all fees and expenses relating to the pursuit of certain claims against the Government of Tanzania. In exchange, Delta is entitled to a portion of any proceeds awarded to the Company.

Memorial

On July 15, 2021, the Company filed its Memorial with the ICSID, outlining the nature and quantum of its claims against the Government of Tanzania for the expropriation of the Company's retention licenses. The arbitration case will be heard by a three-person tribunal and is expected to conclude in

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Management's Discussion and Analysis

Three Months Ended June 30, 2021

2023. The Memorial provides the basis for compensation to Winshear in the amount of $124,781,945, including interest which continues to accrue. There is no guarantee of a positive outcome in favour of the Company.

QUARTERLY RESULTS

Three Months Ended:		June 30, 2021		Mar. 31, 2021		Dec. 31, 2020		Sept. 30, 2020
Exploration expenses	$	260,686	$	92,281	$	236,746	$	251,124
Filing & transfer agent fees		6,276		1,569		2,734		6,475
Foreign exchange (gain) loss		(12,975)		4,323		15,475		1,660
Loss (gain) on investments		10,500		(12,700)		(43,760)		(12,500)
General & administration		11,797		15,917		7,735		8,359
Marketing		4,083		5,973		14,231		17,482
Professional fees		34,655		14,090		7,067		69,684
Provision for VAT receivable		17,560		46,032		(12,086)		-
Salaries and consulting		40,423		77,337		83,823		47,051
Share-based compensation		-		-		7,227		28,908
Loss and comprehensive loss	$	(373,005)	$	70,222)	$	(319,192)	$	(418,243)
Basic and diluted loss per share	$	(0.01)	$	(0.00)	$	(0.01)	$	(0.01)
Cash	$	337,298	$	690,148	$	937,699	$	1,378,776
Total assets	$	424,739	$	800,242	$	1,086,013	$	1,436,837

Three Months Ended:		June 30, 2020		Mar. 31, 2020		Dec. 31, 2019		Sept. 30, 2019
Exploration expenses	$	100,316	$	782,244	$	143,511	$	164,073
Filing & transfer agent fees		1,888		6,350		7,073		2,418
Foreign exchange (gain) loss		(4,098)		(5,663)		(380)		1,262
(Gain) loss on revaluation of share payable		-		(375,000)		(25,000)		400,000
General & administration		6,625		9,927		9,607		14.479
(Gain) loss on investments		(5,000)		2,500		2,500		10,000
Marketing		3,440		8,035		24,316		6,453
Professional fees		36,827		57,783		12,710		(54,404)
Provision for VAT receivable		-		1,314		-		283
Salaries and consulting		17,383		19,161		22,316		(12,696)
Share-based compensation		28,594		15,162		34,799		-
Loss and comprehensive loss	$	(185,975)	$	(529,005)	$	(231,452)	$	(531,793)
Basic and diluted loss per share	$	(0.01)	$	(0.00)	$	(0.01)	$	(0.04)
Cash	$	79,427	$	232,933	$	466,862	$	777,061
Total assets		131,976	$	304,035	$	1,189,757	$	1,487,649

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