Golden Horse Minerals : Management Discussion & Analysis - June 30, 2023

GOLDEN HORSE MINERALS LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JUNE 30, 2023

(Expressed in Canadian Dollars)

INTRODUCTION

On 20 July 2023 the Company changed its name from ALTAN RIO MINERALS LIMITED to GOLDEN HORSE MINERALS LIMITED and remains listed on the TSX Venture Exchange (the "Exchange") under the symbol "GHML"

The management's discussion and analysis for the Quarter 30 June 2023 will refer to Golden Horse Minerals Limited for the June 30, 2023.

The management's discussion and analysis of financial condition and results of operations ("MD&A") focuses upon the activities, results of operations, liquidity and capital resources of Golden Horse Minerals Limited (the "Company") or ("Golden Horse") for the three months ended June 30, 2023. In order to better understand the MD&A it should be read in conjunction with the audited consolidated financial statements and related notes for the period ended March 31, 2023. The Company's consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") and filed with appropriate regulatory authorities in Canada. This MD&A is current dated August 29th, 2023 and dollar amounts contained in this MD&A are expressed in Canadian dollars, except as otherwise disclosed.

Forward-Looking Statements

Information set forth in this MD&A may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward- looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the size and timing of future exploration on and the development of the Company's properties are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the volatility of our common share price and volume and other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company's documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies the Company is bound. Investors are cautioned against attributing undue certainty to forward-looking statements.

The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents of the Company do not form part and are not incorporated by reference into this MD&A including, but not limited to, all documents filed on the Company's SEDAR profile at www.sedar.com.

CORPORATE OVERVIEW

The Company is a mineral exploration and development company listed on the TSX Venture Exchange (the "Exchange") under the symbol "GHML" and is engaged in the acquisition, exploration, and

T: [phone]	Ground Floor, 20 Kings Park Road	1
E: [e-mail]	West Perth WA 6005
W: www.goldenhorseminerals.com	goldenhorseminerals.com.au

CORPORATE OVERVIEW (Cont'd…)

development of mineral projects in Western Australia, including the Company's signature project, the Southern Cross North project (the "SCN Project").

The Company's head office and registered and records office address is 1700-666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8.

Our experienced technical team is supported by: Graeme Sloan Chairman and Interim CEO, who is a qualified Mining Engineer with over 35 years experience as Managing Director/CEO, Non-Executive Director, Chairman and Member of Audit, Risk, Sustainability Committees within the resource sector, John Jones AM, Director, who has over 30 years of experience in the international mining sector; Kerry Griffin, Technical Director, with 18 years professional experience in mining geology, resource development and exploration in Australia, Southern Africa, South America and Mongolia; Bob Williams, CFO, with over 30 years of experience in corporate finance, accounting and investment banking; and James Harris, Director, with over 30 years of experience in the management of construction and engineering projects in Australia and overseas and has extensive experience as a director of various business.

Summary of Key Events

During the Quarter the Company re-structure continued with the appointment of Nick Madders as Company Secretary.

The Company increased its landholding in the Southern Cross by 1,217% to 830 km² making it one of the largest landholders in the region.

This was achieved with the following acquisitions:

1. On June 26th, 2023, Golden Horse Minerals signed a conditional Sale Agreement with Toque Metals (ASX:TOR) to acquire 100% of their Bullfinch Gold Project. The Sale Agreement will provide the Company an additional 572km² tenure, which is an area that has numerous historical small gold mines throughout. The material terms of the Sale Agreement are as that Golden Horse Minerals made a non-refundable cash payment of $100,000 to Torque upon signing the Sale Agreement, conditional upon the secondary listing of Golden Horse Minerals on ASX and assignment of Torque's Bullfinch obligations on or before 15 December 2023 (End Date), Golden Horse Minerals shall on Completion, at its election either: Pay Torque a further $650,000 cash, or Issue shares to Torque to the value of $650,000 at the same issue price as shares issued under the secondary listing on ASX. During the period until the earlier of Completion or the End Date, Golden Horse Minerals shall be responsible for all expenditure commitments associated with maintaining the tenements comprising the Bullfinch Project in good standing, failing which the Sale Agreement shall terminate. In the event Golden Horse Minerals does not complete a secondary listing on ASX by the End Date, it may still elect to Complete the transaction, in which circumstances it shall make payment of $650,000 cash to Torque. Golden Horse Minerals may extend the End Date by up to two periods of 3 months each, by payment of $25,000 per period.
2. On June 12th, 2023, Golden Horse Minerals announced that it entered into the options agreement to acquire Hakes Find project, 10km from Southern Cross township in the central portion of the Southern Cross Greenstone Belt. The Hakes Find project transaction that was entered was an exclusive six-month option to buy agreement with the vendor for $A25,000 and a six-month extension to the agreement for additional $A25,000. Upon execution of the agreement to acquire the project, the Company will pay vendor $A100,000 cash and $A175,000 in Golden Horse Minerals shares plus a 1.5% royalty on the first 23,000 ounces of gold produced from the tenement.

On May 2nd, 2023, Golden Horse Minerals closed the second and final Tranche of the private placement of its previously announced non-brokered private placement with Mostia Dion Nominees Pty Ltd, an Australian group of companies involved in the mining services industry.

On June 13th, 2023, Golden Horse Minerals announced a non-brokered private placement of up to 7,500,000 common shares in the capital of the company at a price of C$0.08 per share for a gross

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E: [e-mail]	West Perth WA 6005
W: www.goldenhorseminerals.com	goldenhorseminerals.com.au

CORPORATE OVERVIEW (Cont'd…)

aggregate proceeds of up to C$600,000. This private placement was upsized on July 7th, 2023, to 16,250,000 shares at a price of C$0.08 per share for a gross aggregate proceeds of up to C$1,300,000.

On June 19th, 2023, Golden Horse Minerals poured 1,578 ounces from the stockpile at historical Pilot Gold Mine. Approximately 35,600 tonnes of stockpile material were processed with the ore returning a head grade of 1.63g/t Au - slightly outperforming historical operations which typically returned grades around 1.5g/t Au. Processing occurred as expected under standard operating procedures, demonstrating the quality and consistency of mineralisation within the Southern Cross Greenstone Belt. Processing of the Pilot stockpile has delivered total revenues of C$4.0m. These funds strengthen Golden Horse's balance sheet, facilitating further consolidation activity within the Fraser Shear Zone and emphasised the Company's ability to execute its plans and monetise assets.

The Company remains an active participant in the consolidation of the Southern Cross region and looks forward to updating the market over the coming Quarters.

Figure 3: As at 30th June, 2023, over 830km² tenure under Golden Horse Mineral Limited control

(Yellow)

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E: [e-mail]	West Perth WA 6005
W: www.goldenhorseminerals.com	goldenhorseminerals.com.au

CORPORATE OVERVIEW (Cont'd…)

All company announcements are filed on SEDAR and may be found at www.sedar.com or on the Company's WEB page at www.goldenhorseminerals.com

SHARE CAPITAL

Share Capital

As at June 30, 2023, the Company had 134,102,957 common shares in the capital of the Company outstanding. As of the date of this MD&A, the Company has 159,547,285 common shares outstanding.

Options

As at June 30, 2023, the Company had 7,950,000 stock options outstanding.

As at the date of this MD&A, the Company has 7,950,000 stock options outstanding.

Warrants

As at June 30, 2023, the Company had 19,723,412 common share purchase warrants outstanding. As of the date of this MD&A, the Company has 19,723,412 common share purchase warrants outstanding.

OPERATIONS

The following summary of the Company's operations is qualified by the fact that the terms and commitments of the Company with respect to its exploration and evaluation assets are subject to change if and when the Company and its partners mutually agree to new terms and conditions.

Southern Cross North Project, Australia

The SCN Project, located 360 km east of Perth, Western Australia, comprises of exploration, prospecting and mining tenements covering approximately 930 km2 which are prospective for gold. The SCN Project is located on both crown and agricultural land immediately north of the town of Southern Cross, Australia, which provides a suitable base for exploration. Electrical transmission lines, water pipeline, bitumen roads, and mine haul roads traverse the SCN Project area, and a major highway and a national railway pass through Southern Cross. The regional mining centre of Kalgoorlie lies 220 km to the east. Two gold mineral processing facilities, operated by third parties, are located within 75 km of the SCN Project, at Marvel Loch and Westonia. These mills have existing arrangements in place for the toll treatment of gold mineralization for third-party miners.

During the Quarter the Company continued its strategic land acquisition program by increasing its landholding to 830km² or 1,217%.

On June 19th, 2023, Golden Horse Minerals tolled 35,615 tonnes we milled at a near by gold process plant at a Mill grade of 1.63 g/t, recovery of 84.80% to produce and sell 1,578 ounces of gold. The sale generated $4,015,787 in revenue, with cost of sales being $2,264,642 which included haulage and processing costs. The over projected generated Gross Profit of $1,751,145.

HAKES FIND PROJECT

On June 12th, 2023, Golden Horse Minerals announced that it entered into the options agreement to acquire Hakes Finance project, 10km from Southern Cross township in the central portion of the Southern Cross Greenstone Belt. Based on results from their drilling programs, Finders Gold NL estimated a non-JORC compliant mineral resource for Hakes Find in 19951. According to Finders Gold NL, a more coherent central zone was interpreted to hold better potential for eventual economic exploitation with preliminary scoping work suggesting a lower waste to ore stripping ratio compared to the entire gold deposit. Results of metallurgical test work undertaken by Finders Gold NL on drill samples from the Hakes Find deposit indicated sulphide mineralisation may be amenable to processing through a conventional CIP/CIL treatment plant.

1 Finders Gold NL, 1998. Hakes Find Project, Annual Report for the Period from 1 November 1992 to 31 December 1997

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E: [e-mail]	West Perth WA 6005
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OPERATIONS (Cont'd…)

Preliminary field work by Golden Horse Minerals at hakes Find consists of a several grab samples from the face of the mineralisation may be amenable to processing through a conventional CIP/CIL treatment plant. Preliminary field work by Golden Horse Minerals at hakes Find consists of a several grab samples from the face of the historic pit wall approx. 2-3 metres below surface and along strike which returned significant assay results including:

• SX029 2.2 g/t
• SX030 1.8 g/t
• SX032 10.0 g/t
• SX033 4.0 g/t

TORQUE METALS BULLFINCH GOLD PROJECT AQUISTION

On June 26, 2023, Golden Horse Minerals announce the Company has entered into a Conditional Sale Agreement to wholly acquire Torque Metals Bullfinch Gold project, located 34km from the Southern Cross township within the Yilgarn Mineral Field, Western Australia and adjacent to the Company's existing tenements.

The project is located on Archaean greenstone lithologies prospective for gold deposits, massive sulphide nickel-copper deposits, iron ore and lithium. Three historic workings - Withers, Reynolds Find and Rutherford Find - are the most advanced exploration prospects on the tenure and all warrant follow up exploration.

Withers Prospect

The Withers prospect, which lies 6km WNW of the historic Copperhead mine site, consists of over three kilometres of historical workings and has recorded past production of 1,472 tonnes of ore at a recovered grade of 35.7g/t (1688 ounces).

Rutherfords Find

The Rutherfords Find prospect has had limited exploration with only twelve historic RC holes drilled to date (see Figure 2). However, these drillholes produced, 10 significant gold intersections with two holes hitting wide zones:

• 8m @ 5.4g/t gold, including 4m @ 10.1g/t gold, and open at depth (BRC30)
• 8m @ 3.9g/t gold, including 2m @ 9g/t gold, (BRC19)

There has been no follow-up drilling of these holes. Historical production from Rutherfords Find totalled 194oz from 308 tonnes at an average recovered grade of 19.6g/t Au.

Figure 2: Historical drill intersections at Rutherford's Find

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E: [e-mail]	West Perth WA 6005
W: www.goldenhorseminerals.com	goldenhorseminerals.com.au