Waseco Resources : Management Discussion and Analysis, May 31, 2021

(an exploration stage company)

Management's Discussion & Analysis For the three‐months ended May 31, 2021

c/o Suite 1500, 2 Queen Street East, Toronto, Ontario, MSC 3G5 Phone: 416‐364‐3123 E‐Mail: [e-mail]

Management's Discussion & Analysis

For the Three‐Months Ended May 31, 2021

(Expressed In Canadian Dollars)

General

This Management's Discussion and Analysis ("MD&A") for Waseco Resources Inc., an exploration stage company, ("Waseco" or the "Company") is dated July 28, 2021 and reflects the results for the three‐ months ended May 31, 2021 and should be read in conjunction with the unaudited condensed interim consolidated financial statements (Interim Financial Statements) and the audited consolidated financial statements for the year ended February 28, 2021 and the corresponding notes. This MD&A and the Interim Financial Statements, as well as press releases issued by the Company and other information, are available at the Company's website: www.wasecoresources. com, and 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.

Description of the Business and Overview

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 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 "Agreement") with the Marigold Mining Company ("Marigold"), a wholly owned subsidiary of SSR Mining Inc. for 100% of the Company's Battle Mountain Ridge gold prospect in Nevada ("Battle Mountain"). 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 Agreement's five‐year term, which commenced on the date the Agreement was executed. 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.
  Under the terms of the Agreement, Marigold has the option, at its sole discretion, to complete minimum earn‐in work requirements, which are as follows:

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Management's Discussion & Analysis

For the Three‐Months Ended May 31, 2021

(Expressed In Canadian Dollars)

1. No later than July 1, 2023 either complete 10,000 feet of drilling or incur $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 $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.

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‐million pay‐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.

• Labrador Trough, Quebec‐ 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 (see www.orano.comfor more information);
• James Bay Lowland‐ 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 lowland 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 in Indonesia 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 titles and aboriginal land claims, currency risk and potential amendments to tax laws.

As at May 31,2021 and the date of the MD&A, the directors and officers of the Company are:

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	Management's Discussion & Analysis
	For the Three‐Months Ended May 31, 2021
	(Expressed In Canadian Dollars)
Derek Bartlett	Director
Michael Ellingson	Director
Gary O'Connor	Director
Richard Williams	Director, President & CEO and acting CFO

Overall Performance

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.

As at May 31, 2021, the Company's cash position was approximately $34,502 (February 29, 2021 ‐ $46,479). Working capital was negative $535,696 compared to negative working capital of $525,996 as at February 29,2021.

In April 2021 Waseco granted 2.4 million stock options to its directors and certain consultants. Each option has an exercise price $0.075 and expire in April 2024. Using the Black‐Scholes valuation model, $66,101 was recorded as share based compensation.

As at May 31,2020, the Company had 41,681,390 common shares outstanding.

Trends

There are no unusual trends, commitments, events or uncertainties presently known or identifiable to management that would reasonably be expected to have a material effect on the Company's business, financial condition or results of operations beyond the junior mining sector's continuing challenge to raise funds in the capital markets. This adverse trend continued for an unusually extended period of time. With gold at approximately US$1,800 per ounce, prospects for funding have improved, although it may be excessively dilutive. It is also difficult to achieve material share appreciation based upon exploration funding, activity and the time to generate successful results. The nature of the Company's business is demanding of capital for property acquisition costs, exploration commitments and holding costs. The Company intends to utilize cash on hand to meet these obligations and will continue to raise funds, as necessary, to augment this cash position. In recent times, Mr. Williams, the Chief Executive Officer has been supported in the Company's operations by extending shareholder advances to the Company with nil interest, no fixed terms of repayment or other considerations.

Risks

There are certain risk factors that could have material effects on the Company that are not quantifiable at present due to the nature of the Company's industry segment and other considerations.

Exploration Development and Operating Risk

Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration and

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Management's Discussion & Analysis

For the Three‐Months Ended May 31, 2021

(Expressed In Canadian Dollars)

development, any of which could result in work stoppages, damage to property, and possible environmental damage.

None of the properties in which the Company has an interest has a known body of commercial ore as defined under NI 43‐101. Development of the Company's mineral properties would follow only upon obtaining satisfactory exploration results.

Mineral exploration and development involve a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Company's mineral exploration and development activities will result in any discoveries of commercially viable bodies of ore. The long‐term profitability of the Company's operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors.

Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract the metal from the resources and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development could be obtained on a timely basis.

Business Risk

The success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of its management, outside contractors, experts and other advisors. Investors must be willing to rely to a significant degree on management's discretion and judgment, as well as the expertise and competence of the outside contractors, experts, and other advisors. The Company does not have a formal program in place for succession of management and training of management. The loss of one or more of the key employees or contractors, if not replaced on a timely basis, could adversely affect the Company's operations and financial performance.

Commodity Prices

The price of the Company's common shares, its financial results, exploration and development activities have been, or may in the future be, adversely affected by declines in the price of gold, uranium and/or other metals. Metal prices fluctuate widely and are affected by numerous factors beyond the Company's control such as the sale or purchase of commodities by various central banks and other financial institutions, expectations of inflation or deflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, international supply and demand, speculative activities and increased production due to new mine developments, improved mining and production methods and international economic and political trends. The Company's revenues, if any, would be in large part derived from mining and sale of precious and base metals or interests related thereto. The effect of these factors on the price of precious and base metals, and therefore the economic viability of any of the Company's exploration projects, cannot accurately be predicted.

Market Volatility

In recent years, the securities markets in the United States and Canada have experienced a high

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