Waseco Resources : Management Discussion and Analysis, May 31, 2022

(an exploration stage company)

Management's Discussion & Analysis For the Three Months Ended May 31, 2022

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Management's Discussion & Analysis

For the Three Months Ended May 31, 2022

(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 27, 2022 and reflects the results for the three months ended May 31, 2022 and should be read in conjunction with the condensed interim consolidated financial statements for the three months ended May 31, 2022 ("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 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

During the three months ended May 31, 2022 and to the date of this report, the Company was focussed on restricting its cash expenditures, while addressing corporate reporting requirements, planning its shareholders meeting scheduled on July 25, 2022, and reviewing past and planned exploration spending related to its properties.

On March 2, 2022, the Company received US$17,740 from the Bureau of Land Management, Nevada ("BLM") to refund the reclamation bond on the Company's Battle Mountain Ridge Property ("BMR"). The BLM bond was no longer required after Marigold Mining Company ("Marigold"), a wholly owned subsidiary of SSR Mining Inc. ("SSR"), expanded its mine plan boundary for the Trenton Canyon Mine to include BMR, which allowed Marigold's bond for its exploration activities to include BMR. Marigold and the Company entered into an option agreement on July 1, 2020 ("Option Agreement"), which is described further below and in the Financial Statements.

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 SSR's subsidiary, Marigold.

SSR previously reported that the exploration expenditures by Marigold in 2022 are estimated at $18 million, targeting mineral resource additions and conversion of Mackay, Valmy, New Millennium and Trenton Canyon. The BMR property is included in the Trenton Canyon area, and management has been advised that Marigold intends to complete the minimum earn-in work requirement of 10,000 feet drilled or U.S.$500,000 by July 1, 2023.

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Management's Discussion & Analysis

For the Three Months Ended May 31, 2022

(Expressed In Canadian Dollars)

The Company may review alternative sources of funding its corporate activities to complement the financial support provided by advances from the Company's CEO. 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 expects 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 has interests in the following exploration properties and these 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 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 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.

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Management's Discussion & Analysis

For the Three Months Ended May 31, 2022

(Expressed In Canadian Dollars)

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.

The willingness of senior, world-class explorers, 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.

• 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 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 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

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Management's Discussion & Analysis

For the Three Months Ended May 31, 2022

(Expressed In Canadian Dollars)

titles and aboriginal land claims, currency risk and potential amendments to tax laws.

As at May 31, 2022 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

REVIEW OF OPERATIONS

Three Months Ended May 31, 2022

The following paragraphs provide an analysis of the financial condition of the Company, results of operations, trends, events, uncertainties and industry and economic factors that affect the Company's performance.

On May 31, 2022, the Company's cash position was $15,926 (February 28, 2021 - $3,894). The Company, on March 2, 2022, received the BLM exploration bond refund of US$17,740 (approximately $22,526). The working capital deficit was $540,347 compared to the working capital deficit of $537,710 as at February 28, 2022.

The Company had a loss of $2,638 for the three months ended May 31, 2022, compared to a loss of $76,906 in the three months ended May 31, 2021. $66,101 of the prior year's loss was attributed to non-cash share- based compensation.

Professional fees in the three months ending were lower than the prior year due to audit fee savings, which were partially offset by higher CFO service fees.

Summary of Quarterly Results

Selected financial information for the last eight quarters appear below:

	FY2023		FY 2022				FY2021
	Q1	Q4	Q3	Q2	Q1	Q4	Q3	Q2
Comprehensive
income (loss)	($2,638)	($2,138)	($3,282)	($16,945)	($76,906)	$10,954	($8,335)	$124,939
Income (loss)
per share	-	-	-	-	(0.002)	-	-	0.003

Disclosure of Outstanding Share Information

The following table sets forth information concerning the outstanding securities of the Company:

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