Winshear Gold : Earnings Document

MANAGEMENT'S DISCUSSION AND ANALYSIS

Year Ended March 31, 2023

Management's Discussion and Analysis

Year Ended March 31, 2023

DATE OF THE REPORT: JULY 20, 2023

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 interim financial statements for the year ended March 31, 2023 (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, 2023, 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

1. In June 2023, the Company elected to drop the Yang claim due to poor geological results

1. On May 16, 2023, the Company announced that it had received authorization to initiate activities at the Gaban gold project in Peru

1. On May 9 2023, the Company closed a private placement financing for gross proceeds of $585,000.

1. During February 2023, the Company completed the evidentiary hearing for its arbitration case against the Republic of Tanzania in relation to the expropriation of its SMP Gold Project.

1. During October 2022, the Company received its environmental permit, the
   Declaration de Impacto Ambiental ("DIA") from the Ministry of Mines in Peru regarding its permit application to drill test the Coritiri gold target at the Gaban

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Management's Discussion and Analysis

Year Ended March 31, 2023

project.

1. On August 19, 2022, the Company closed a private placement financing for gross proceeds of $651,300.

1. In May 2022, a 4,000-hectare claims block was separated from the Gaban Gold Project and renamed the Yang Gold Project,

1. During 2022 mapping and sampling programs were carried out at the Gaban and Ica Projects in Peru.

PERU EXPLORATION FOCUS

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"). The Gaban project has since been split into two: Gaban and Yang, and the Tinka Project has been renamed to ICA. 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 paid three annual royalty payments to Palamina, $25,000 USD each on September 19, 2020 and September 19, 2021 and $50,000 USD on August 25, 2022. The payment amounts double every two years until the Company has completed 5,000 metres ("m") of drilling or has abandoned the properties.

For the $25,000 USD annual royalty payment due September 19, 2021 and other exploration costs payable of $8,700 USD for a total payable of $33,700 USD, the Company agreed to issue to Palamina 525,000 common shares at a price of $0.08 for total consideration of $42,000. These shares were issued October 8, 2021.

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.

GABAN GOLD PROJECT

Location

The Gaban Property currently covers an area of 15,629 hectares surrounding the town of San Gaban in the Puno orogenic gold belt. The town of 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 Puerto Maldonado airport and a nearby 206 megawatt hydro-electric dam provides power to the town.

During 2022, a block of 4,000 hectares of non-contiguous concessions to the south of the main Gaban project were moved into a separate project, the Yang Project (see below). In addition, about 1,200 hectares in three newly available concessions were acquired directly from the government of Peru and added to the Gaban project to strengthen the land position around existing targets.

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Management's Discussion and Analysis

Year Ended March 31, 2023

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 coinciding aeromagnetic, stream sediment, and bedrock gold anomalies. Gold is hosted in auriferous quartz veins associated with shear zones in meta-sedimentary host rocks.

During 2019 - 2021, Winshear conducted multiple field programs which focused on confirming and defining the Coritiri bedrock gold anomaly. By March 31, 2022, a total of 1,120 channel samples were collected with highlights including 76 samples assaying between 0.50 and 32.5 grams per ton gold ("g/t Au"). Mineralized veins extend over an area of 900m by 2,200m, which is currently open, especially to the south and east. The mineralized area correlates strongly with an east-southeast trending aeromagnetic anomaly.

2022 Field Program

During 2022, field work an additional 89 samples were collected from previously unsampled areas of the Gaban project. The results were mostly negligible or low grade.

Additionally, topographic control was improved in the area of the Coritiri anomaly, where the planned drilling will occur, by establishing 3 well-surveyed primary geodesic points and 105 relative secondary points. These will assure that our drill collars are accurately located with respect to the previously mapped and sampled surface features which will be tested by the drill holes.

Drill Permit

During October 2022, the Company received its DIA from the Ministry of Mines in Peru, the suite of environmental and social studies required ahead of any drilling at the Gaban property. During May 2023, the Company received its authorization to initiate activities. The DIA allows for the construction of up to 40 drill pads and covers the 900m by 2,200m Coritiri target. The Cortiri target has never been drill tested. Winshear plans to carry out a heli-borne drill program to test the Cortiri target area. The Company is awaiting any judgement from its arbitration proceedings against the government of Tanzania prior to commencing a drill program.

YANG GOLD PROJECT

The Company separated 4 titled concessions encompassing 4,000 hectares from the Gaban project and renamed the area the Yang Gold Project. The Yang concessions are located roughly 5 kilometres ("km") south of the main Gaban block adjacent to Palamina's Yin concession. The Yang and Yin concessions completely cover an Artificial Intelligence ("AI") target generated by Goldspot Discoveries for Palamina. The AI target covered by the Yang and Yin claims hosts the same structural and geological features and settings as a similar sized AI target covering the Mucumayo mine area to the southeast. Winshear agreed to waive its 2 km area of influence surrounding the Yang concessions to allow Palamina to stake the Yin claims.

Winshear and Palamina agreed to explore the Yang and Yin projects together, embarking on an initial

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Management's Discussion and Analysis

Year Ended March 31, 2023

reconnaissance program to ground truth the AI anomaly, visit historic artisanal workings and map and sample areas of interest. During August 2022, an agreement was signed with the Icaco community to carry out an initial exploration program of the Yin and Yang claims. During October 2022, Palamina and the Company completed an initial visit to the Yin and Yang claims to investigate the AI target. The visit failed to generate any meaningful gold values on Winshear's Yang concessions and these concessions were dropped in June 2023.

ICA I.O.C.G PROJECT

The Ica iron oxide-copper-gold project is an early-stage exploration target that covers an area of 2,933 hectares. It is located 45 km southeast of the town of Ica at an elevation of 2,000 m and is 300 km southeast of Lima along the Pan-American highway.

During 2022, the Company conducted an initial reconnaissance mapping and sampling program which delineated several laterally continuous copper-gold veins that are only shallowly oxidized. The Company intends to conduct a ground magnetic survey in the area of maximum vein abundance to assess the possibility of a significant magnetite-sulfide mineralized body at depth.

Current Peru Political Climate

On December 7, 2022 the former President of Peru Pedro Castillo was impeached. On the same day Dina Bouarte was sworn in as President of Peru. President Duarte formerly served as the vice president under Pedro Castillo. Since the transfer of power, civil unrest and protests have ensued demanding constitutional reforms and for a new election to be called. In some cases these protests have resulted in violent clashes where loss of life has been reported on the side of government and on the side of protestors. The Company's projects are located in the south of Peru where protests continue mainly in the form of road blockades and protests outside government agencies. The Company cautions that access to its projects by road may be hampered in the short term and security issues with regards to personnel may affect Winshear's ability to carry out field work.

TANZANIA ARBITRATION

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 Licenses through a series of actions between 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 of the expropriation.

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