Waseco Resources : Management Discussion and Analysis, February 29, 2024

(an exploration stage company)

Management's Discussion & Analysis

For the Years Ended

February 29, 2024

and February 28, 2023

Management's Discussion & Analysis

For the Year Ended February 29, 2024

(Unaudited - 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 June 28, 2024 and reflects the results for the years ended February 29, 2024 and February 28, 2023 and should be read in conjunction with the audited consolidated financial statements for years ended February 29, 2024 and February 28, 2023 (collectively, the "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 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 year ended February 29,2024 and to the date of this report, the Company was focused on managing its limited cash resources while working to advance its business. Activities have included maintaining its public company disclosure obligations; monitoring exploration operations; reviewing prospective properties; and seeking funding. Significant activities included the following:

• Shareholder Loans and Director Advances
  On May 29, 2023, the Company received three shareholder loans for aggregate proceeds of $20,000. The loans are unsecured, accrue interest at 7.5% per annum, and mature on July 30, 2025. The proceeds were used in June 2023 to pay for annual reporting and filing expenses and past due invoices.
  During the year, the CEO and director of the company advanced the Company $33,432 to fund payment of operating expenses.
• Battle Mountain Ridge Project, Nevada
  On April 4, 2023, the Company reported the assay results related to the drilling program which was summarized in the report from SSR Mining Inc. ("SSR"), dated January 18th, 2023, entitled "SSR Mining 2022 Annual Report, Battle Mountain Ridge Project" ("BMR") (the "SSR BMR Report").
  SSR operates the SSR Mine, which produces approximately 220,000 ounces of gold per year and is located approximately 10km north of the BMR property. In 2019, SSR acquired the Trenton Canyon Mine property, which is currently being evaluated for future production and is located immediately adjacent to the north-west of Battle Mountain Ridge property. Waseco, in July 2020, enteredinto an Option Agreement with SSR's subsidiary, Marigold Mining Inc. regarding BMR.

Page | 1

Management's Discussion & Analysis

For the Year Ended February 29, 2024

(Unaudited - Expressed In Canadian Dollars)

A fourteen (14) hole, reverse circulation drill program, totaling 2,911 metres ("m") was completed during SSR's initial campaign on the property, testing for near surface gold mineralization, similar to Trenton Canyon. Nine (6) holes were drilled on the "North Zone" and eight (8) holes were drilled on the "South Zone".

Drilling hole highlights included:

• Hole MRA7890 intersected 7.70 m @ 2.01 grams per tonne ("g/t") Gold ("Au"), including 3.00 m @ 4.48 g/t Au;
• Hole MRA7857 intersected 35.10 m @ 0.53 g/t Au, including 15.20 m @ 0.96 g/t Au;
• Hole MRA7858 intersected 19.80 m @ 0.61 g/t Au, including 12.20 m @ 0.86 g/t Au;

Drill results include:

	Hole ID		From		To		Interval		Au		COMMENT
			(m)		(m)		(m)		g/t		(standard sample length is 1.5 m)
	MRA7893*		157.0			164.6			7.6			0.22			Including 0.33g/t over 3.0m
	MRA7890*
		97.6		109.8		12.2		0.12
	MRA7890*		147.8			155.5			7.7			2.01			Including 4.48g/t over 3.0m
	MRA7889*		111.3			122.0			10.7			0.30			Including 0.67g/t over 1.5m
	MRA7883*
			85.3			99.1			13.8			0.21			Including 0.44g/t over 1.5m
	MRA7882*
			0.0			1.5			1.5			0.28
	MRA7881*
			74.7			88.4			13.7			0.39			Including 0.95g/t over 1.5m
	MRA7873*
			42.7			64.0			21.3			0.20			Including 0.67g/t over 1.5m
	MRA7872*
			56.4			65.5			9.1			0.25
	MRA7866**
			27.4			32.0			4.6			0.59			Including 1.49g/t over 1.5m
	MRA7866**
			48.8			50.3			1.5			0.20
	MRA7862**
			61.0			62.5			1.5			0.49
	MRA7862**
			73.2			74.7			1.5			0.70
	MRA7862**
			126.5			132.6			4.6			0.44			Including 0.7g/t over 1.5m
	MRA7862**
			146.3			147.9			1.5			0.21
	MRA7861**
			79.3			82.3			3.0			0.72			Including 1.32g/t over 1.5m
	MRA7861**
			181.4			192.0			10.6			0.40			Including 0.6g/t over 6.0m
	MRA7858**	117.4		137.2		19.8		0.61		Including 0.86g/t over 12.2m
	MRA7858**		147.9			149.4			1.5			0.31
	MRA7857**	187.5		222.6		35.1		0.53		Including 0.96g/t over 15.2m

Note: assays are reported using a 0.15 g/t Au cut-off grade, a maximum of 4.57m of internal dilution and no top cap is applied. Widths are down hole widths and not true widths. The true widths have not been interpreted at this time.

* Indicates South Zone; ** indicates North Zone.

Geologic interpretation and field mapping carried out by SSR prior to drilling did not conflict with previous conclusions supplied to SSR by the Company. A general North-South trend to gold mineralization is seen in historical drilling data, which fits into the current understanding of local oxide mineralization seen in the nearby Trenton Canyon gold project area, now owned by SSR. Completed drilling focused on extending structures along-strike as well as confirming the grade and thickness of

Page | 2

Management's Discussion & Analysis

For the Year Ended February 29, 2024

(Unaudited - Expressed In Canadian Dollars)

oxide gold mineralization seen in historical drilling.

Although the nine holes drilled were in the North Zone, none of these holes were in close proximity to Waseco's 2012 drilling of Waseco Hole #5, which intersected 25.4 g/au over 3.7m (see News Release November 12, 2012). SSR advised that it plans to bring in a core drill as well as carry out additional RC drilling on the property. The Company has been advised by SSR that the follow-up drilling program has been deferred until 2024.

The SSR BMR Report on the exploration program resulted in SSR investing a total of US$547,690 in Qualifying Expenditures, satisfying the Phase 1 Work Requirement as described in the Option Agreement (s.4.3.1).

• Management Update
  On May 17, 2024, director Gary O'Connor resigned to pursue other activities.

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. Interests in other properties are being maintained, but the Company has insufficient funds to advance them.

The BMR property is included in the Trenton Canyon area, and SSR confirmed that Marigold had spent US$547,690, which meets the minimum earn-in work requirement of 10,000 feet drilled or incur US$500,000 in exploration expenditures by July 1, 2023. The SSR BMR Report is a positive indication that SSR and Marigold are working toward advancing BMR in accordance with the Option Agreement.

SSR, pursuant to the Option Agreement, has until July 1, 2025 to complete the next earn-in milestone by drilling an additional 20,000 feet or incur an additional US$1.0 million in qualifying exploration expenditures. The Company has not received information regarding SSR's detailed plans but expects SSR to continue its exploration activities.

The Company may review alternative sources of funding for its corporate activities to complement the financial support provided by advances from the Company's CEO and the $20,000 in shareholder loans received in May 2023. The Company requires additional funds to operate while its partners and optionee (SSR) advance their exploration pursuant to the agreements in place. Furthermore, the Company continues 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, with its registered office at Suite Page | 3

Management's Discussion & Analysis

For the Year Ended February 29, 2024

(Unaudited - Expressed In Canadian Dollars)

1500, 2 Queen Street East, Toronto, Ontario, MSC 3G5.

The Company's exploration projects include its primary project, the Battle Mountain Ridge Project in Nevada, USA and interests in projects in the Quebec Labrador Trough and James Bay Lowlands and the data gathered from previous activities in Indonesia. A summary of each project is listed below, while additional information is included in "Exploration Activities" section further below.

• Battle Mountain Ridge, Nevada- On July 1, 2020, the Company's wholly owned United States ("USA") subsidiary entered into a five year option agreement (the "Option Agreement") with Marigold, a wholly owned subsidiary of SSR, 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, SSR 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. SSR 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, SSR 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. This milestone was achieved during the year ended February 28, 2023; 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 SSR 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 SSR for the applicable earn-in period.

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, benefited from a cash infusion in 2020 and a material exploration campaign without incurring dilution. The first US$500,000 stage of the exploration campaign was completed in the year ending February 28, 2023. The second stage of the exploration campaign is expected to be conducted by SSR by July 1, 2025. Management continues to believe that the option will be exercised and that the Company could receive at least US$1,000,000 at that time, which could address the present working capital deficit and fund the Company's future operations.

The willingness of senior, world-class explorers, to lend their names to the Technical Advisory Page | 4

Management's Discussion & Analysis

For the Year Ended February 29, 2024

(Unaudited - Expressed In Canadian Dollars)

Committee ("TAC") 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. The TAC, with collectively over 200 years of successful mineral exploration experience, will be providing the guidance in the evaluation and development of prospective 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., 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). Although the Company continues to manage this property, the present market for uranium and minimal cash resources continue to limit the Company's activities. Activities in the year ended February 29, 2024 and in the prior fiscal year included maintaining land claims as needed, monitoring the uranium market and periodically assessing the appropriateness and nature and timing of future exploration. In April 2013 the Quebec government proposed to impose a moratorium on the exploration of uranium in the province. The development of uranium properties are subject to social acceptability.
• James Bay Lowlands- The Company has 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. There has been no significant changes or advances in the years ended February 29, 2024 and February 28, 2023.
• Indonesia- Historically, the Company carried out extensive work exploring and developing an alluvial gold project in Indonesia. While the Company has abandoned its Indonesian property holdings, it retains a vast amount of technical information. The Company, over the last three years ended February 29, 2024, has not had significant advances in finding a prospective buyer for this 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 titles and aboriginal land claims, currency risk and potential amendments to tax laws.

Page | 5

Management's Discussion & Analysis

For the Year Ended February 29, 2024

(Unaudited - Expressed In Canadian Dollars)

REVIEW OF OPERATIONS

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.

Summary of Select Financial Information

Selected financial information for the last eight quarters appear below:

	FY2024	FY2024	FY2024	FY2024	FY2023	FY2023	FY2023	FY2023
	Q4 Feb-24	Q3 Nov-23	Q2 Aug-23	Q1 May-23	Q4 Feb-23	Q3 Nov-22	Q2 Aug-22	Q1 May-22
Total Assets	7,413	5,881	5,021	17,509	2,661	5,826	5,203	18,053
Accounts
Payables &	108,590	88,840	89,838	106,813	103,711	78,805	74,760	83,457
Accruals
Advances
Payable &	546,603	530,489	521,538	507,109	492,021	495,077	485,434	474,944
Shareholder
Loans
Working Capital	(626,630)	(592,678)	(585,963)	(576,406)	(593,071)	(568,056)	(540,348)	(540,348)
(Deficit)
Accumulated	(7,242,263)	(7,210,987)	(7,202,414)	(7,194,768)	(7,191,426)	(7,169,413)	(7,160,816)	(7,146,174)
deficit
Comprehensive	(31,275)	(8,573)	(7,646)	(3,342)	(22,014)	(8,596)	(14,643)	(2,638)
Income (Loss)
Loss per share	-	-	-	-	-	-	-	-

The Company continues to manage its operations to minimize cash costs, while leveraging management's time and industry relationships to advance its business. The Company's CEO has continued to support the business by providing cash advances. In addition, on May 29, 2023, the Company received $20,000 in shareholders' loans. The shareholder loan proceeds were used in June 2023 to pay for annual reporting and filing expenses and other operating costs.

The Company's quarterly losses are primarily attributed to expenses such as professional fees re financial reporting, audit and taxes, and corporate regulatory costs and exploration expenditures. The largest quarterly expenses have included:

• Q2 August 2022 - Shareholder relations, including annual filing and meeting costs of $7,317; and
• Q4 February 2023 - TSXV Sustaining Fee of $5,637 and year end audit and tax filings fees of $14,000.
• Exploration and evaluation expenditures ("E&E") include annual Quebec mining claim fees, net of the 50% covered by the Exploration Advances from the Company's joint venture partner, which are typically recorded in the three months ending November 30th each year.

Page | 6

Management's Discussion & Analysis

For the Year Ended February 29, 2024

(Unaudited - Expressed In Canadian Dollars)

Three and Twelve Months Ended February, 2024 and 2023

		Three months ended	Year ended
		February 29,	February 28,	February 29,	February 28,
	2024	2023	2024	2023
Operator Revenues	3,004	$ 3,000	$ 3,079	$ 3,729
Expenses
General and administrative	3,991	133	4,850	650
Exploration and evaluation	42		792
expenditures	-	3,742
Professional fees	18,410	18,509	24,475	24,798
Shareholder relations and regulatory fees	11,433	6,336	22,593	21,862
Foreign exchange losses	23	17	55	568
Interest expense	379	-	1,150	-
	34,271	24,995	53,915	51,620
Net Loss and Comprehensive Loss	$( 31,275)	$ (21,995)	$ (50,836)	$ (47,891)

Operator revenues are generated pursuant to the Joint Venture Agreement with ORANO, whereby the Company earns a $3,000 per year project management fee, plus 10% of the project's exploration and evaluation expenses incurred. In the year ended February 29, 2024 the project incurred $792 (FY2023 - $7,290) in Quebec government reporting, renewals and claims management expenses.

Professional fees for the year and the three months ending February 29, 2024 were similar to the prior year and relate to fees for CFO services and year end audit and tax services.

Shareholder relations and regulatory fees represent monthly agency fees, annual TSXV fees and the printing and mailing costs associated with holding the annual meeting of shareholders held in November 2023. There were no significant changes compared to the prior year expenses.

Interest expense in the year ending February 29, 2024 represents accrued interest on the shareholders' loans received on May 29, 2023. These unsecured loans bear interest at 7.5% per annum and mature on May 29, 2025.

Page | 7

Management's Discussion & Analysis

For the Year Ended February 29, 2024

(Unaudited - Expressed In Canadian Dollars)

Disclosure of Outstanding Share Information

Waseco is authorized to issue an unlimited number of common shares. The issued and outstanding share capital at June 28, 2024 consists of 41,681,390 common shares.

On April 9, 2024, 2,400,000 options expired. The following is information regarding the outstanding options at June 28, 2024:

	Number of	Exercise	Remaining Life
Options by Expiry Date	Options	Price	in Years
August 18, 2024	400,000	$0.05	0.12
Total options and weighted averages	400,000	$0.05	0.12

Exploration Activities

Battle Mountain Ridge

On July 13, 2020, the Company announced the Option Agreement to grant on option on the BMR project to the Marigold Mining Company, a subsidiary of SSR Mining Inc. The option covers the 29 claims on the Battle Mountain Gold Trend in Lander County, Nevada. SSR has advised that Marigold has completed a soil analysis program at BMR in 2021, and SSR intends to allocate a portion of SSR's estimated 2022 exploration expenditures of US$18,000,000 to its Trenton Canyon area, which includes BMR. Specific spending on BMR exploration and drilling activities is expected to comply with the Option Agreement minimum earn-in work requirements of (i) at least 10,000 feet of drilling or U.S.$500,000 spent by July 1, 2023; and (ii) an additional 20,000 feet of drilling or U.S.1,000,000 spent by July 1, 2025. In the year ended February 28, 2023, the BMR drilling program cost of US$547,690 exceeded the first earn-in work requirement milestone of US$500,000. No additional expenditures have been reported as of the date of the MD&A.

As noted in the Highlights section above, SSR stated that SSR's exploration program in 2022, included a drilling program using a single reverse circulation exploration drill rig on the BMR project. Over the course of nine weeks, 14 holes were drilled totaling 9,550 feet. Nine holes were drilled in the "North Zone" and eight holes were drilled in the "South Zone". All holes were downhole surveyed with samples sent to American Assay Laboratories for Fire Assay and Cyanide Soluble Assay. The BMR drilling program resulted in expenditures of US$547,690 dollars on BMR.

Page | 8

Management's Discussion & Analysis

For the Year Ended February 29, 2024

(Unaudited - Expressed In Canadian Dollars)

Quebec Labrador Trough Project

In April 2013 the Quebec government proposed to imposed a moratorium on the exploration of uranium in the province. More recently, there has been an industry wide resurgence of interest, and uranium exploration has resumed, subject to local acceptance. There were no exploration activities in the field carried out on the Quebec Labrador Trough Project in the period under review.

The Company paid approximately $7,300 to renew 52 claims to the Province of Quebec in the year ended February 28, 2023. Fifty percent of the claims fees are funded by the exploration advances provided by the joint venture partner, ORANO. In addition, the Company and ORANO each invest a minimum of $3,000 each per year to manage the property, and generally record the costs in the last three months of the fiscal year.

Management continues to be pleased with its working relationship with ORANO. It is the world's leader in the nuclear industry, as such it provides valuable technical expertise to the project. It has also developed an in-depth knowledge of the area, having explored Northern Quebec over the past 40 years. The joint venture currently holds claims covering approximately 3,000 hectares.

James Bay Lowlands

The Company holds a 5% interest in a 2,440-acre property, near Attawapiskat, in northern Ontario. The lead joint venture partner is KWG Resources Inc. ("KWG"). The Victor Mine, owned by De Beers, and the work on the MacFadyen diamondiferous dykes to the west of the property, have increased the visibility and significance of the camp. Discussions of a preliminary nature have taken place with certain other mining companies and First Nations' representatives, for the joint-exploration and development of the area. Sufficient assessment work has been filed to maintain the property in good standing.

The Company estimates KWG invested approximately $39,000 in 2020 and $21,000 in 2021 into the MacFayden Claims on the James Bay Lowlands project. The funds invested relate primarily to First Nation community negotiations and the evaluation and planning for future exploration activities.

No additional amounts have been invested during the periods under review, but it is anticipated that there may be further investment and takes on an added role during any new joint exploration and development program. Any additional investment and activity would be subject to the Company obtaining additional financing, which has been difficult to obtain in the past two years.

Indonesia

The Company retains a significant quantity of proprietary information with respect to its former holdings in Tewah Alluvial Gold project. Much of this information had been embodied in a Positive Bankable Feasibility Study (the "Intellectual Property"). The Company continues to monitor developments in the area and retains the desire to monetize the Intellectual Property it owns from exploration of its former holdings.

Other Statement of Financial Position Comparisons

On May 29, 2023, the Company borrowed a total of $20,000 pursuant to three shareholder loans. These unsecured loans bear interest at 7.5% per annum and maturity on July 30, 2025. As a result, the cash balance increased at May 31, 2023 to $15,498 compared to a balance of $650 at February 28, 2023. The funds were used in June to pay for the year end audit services, regulatory fees and past due invoices.

The Company's desire to conduct exploration and development on its properties has traditionally been

Page | 9