Aurelius Minerals Inc. — Management Reports 2021

Nov 26, 2021

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

This Management’s Discussion and Analysis (“ MD&A ”) is current to November 26, 2021 (the “ Report Date ”) and is management’s assessment of the operations and the financial results together with future prospects of Aurelius Minerals Inc. and its subsidiary (“ Aurelius ”, or the “ Company ”) and compares the financial results for the three and nine month periods ended September 30, 2021 and 2020. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three and nine month periods ended September 30, 2021 and 2020 and the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019. The financial information contained in this MD&A and in the unaudited condensed interim consolidated financial statements has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. The Company’s accounting policies are in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board (“ IASB ”) and follow the same accounting policies and methods as presented in note 3 to the Company’s audited consolidated financial statements for the year ended December 31, 2020. All amounts presented are in Canadian Dollars unless otherwise stated. This discussion contains forward‐looking statements that are not historical in nature and involve risks and uncertainties. Forward‐looking statements are not guarantees as to Aurelius’ future results as there are inherent difficulties in predicting future results. Accordingly, actual results could differ materially from those expressed or implied in the forward‐looking statements. The Company has adopted National Instrument 51‐102F1 as the guideline in presenting the MD&A. Additional information relevant to the Company’s activities, including the Company’s audited consolidated financial statements, can be found under the Company’s profile on the SEDAR website at www.sedar.com and the Company’s website at www.aureliusminerals.com.

The Company was incorporated under the Business Corporations Act (British Columbia) on April 5, 2007. The Company’s registered and records office is 2500 – 700 West Georgia Street, Vancouver, BC, Canada V7Y 1B3. The Company also maintains an office at 1900 – 110 Yonge Street, Toronto, ON, Canada M5C 1T4. The Company’s shares trade on the TSX Venture Exchange (the “ TSXV ”) under the symbol AUL and the OTCQB in the United States under the symbol AURQF .

QUARTERLY AND RECENT HIGHLIGHTS

• The Company continues to take a systematic approach to exploration at its projects, completing drill and other geological programs to effectively define new targets and expand the gold mineralization at the Aureus Gold projects.

• Initiated exploration at Tangier and Forest Hill and discovered multiple high‐grade intersections including 302 grams per tonne gold over 0.43 metres in historical drill core.

• The Company continued drilling with two rigs at the Aureus East Project with the objective to define a new gold mineral resource and surpassed the minimum 10,000 metre Phase Two program during October 2021.

• Drilling at the Aureus East Project continues to deliver high‐grade grade intersections and expand mineralization.

• New mineralization has been discovered at Aureus East and mineralization is open both at depth and along strike. Drilling has confirmed high grade veins are hosted within an extensive wider gold zone. All Phase One drills holes intersected mineralization.

• New mineralization has been discovered at Aureus West and mineralization is open both at depth and along strike. Drilling has confirmed high grade mineralization and visible gold in discreet mineral quartz horizons and also identified a fine‐grained gold population in the sediments hosting the quartz veins. All Phase One drill holes intersected strongly mineralized broad intervals of near surface gold mineralization.

COMPANY OVERVIEW

Aurelius is a gold exploration company with exploration properties in Ontario and Nova Scotia, Canada. During the first half of 2020, Aurelius acquired Aureus Gold Inc. (previously 2672403 Ontario Inc.) and the Aureus West property and now holds a 100% interest in the Aureus Gold Properties, including Aureus East Gold Project, Aureus West Gold Project, the Tangier Gold Project and the Forest Hill Gold Project located in Nova Scotia. The Aureus East Gold Project includes a mill and tailings management facility. The Company also holds the Mikwam and Lipton properties within the prolific Abitibi Gold Belt in Ontario.

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

The Company commenced its 2020 exploration campaign at its wholly owned Aureus Gold Properties in Nova Scotia with an initial geological compilation program and the mobilization of the exploration team at the Aureus East project combined with the advancement of the first drilling program in August 2020. The Phase One 10,000m drill program at the Aureus East and West gold projects in Nova Scotia was completed in February 2021, while the Company continued compilation and targeting work at the Tangier and Forest Hills projects. The final Aureus West results were announced in a press release on May 20, 2021 and the final Aureus East results were announced in a press release on June 24, 2021 and the program is discussed below under “Aureus Gold Project”.

In July 2021, the Company completed two advanced exploration programs at its Aureus Gold Properties. The first program was a HeliGT magnetic airborne geophysical survey across the entire property package to identify new gold trends and essential structural controls on the gold mineralization. The second was a high precision borehole Optical Televiewer program at the Aureus East and West projects. The Televiewer survey is designed to map out key structures and contacts at the deposit scale and assist in expanding and defining gold zones.

The high‐resolution HeliGT survey is the first to be flown along the gold‐rich Meguma formation. Magnetic minerals associated with gold and concentrated around the anticline features make this survey an effective tool for regional exploration. The high‐resolution quality of the survey will reveal details, including subtle but essential structures which cross‐cut and influence the gold trends. The survey covered 1,130 line kilometres with line spacing at 75 metres in three distinct blocks; one over the Aureus East and West projects, one over the Tangier project and the third over the Forest Hill project. The HeliGT system is designed to read natural magnetic fields in the underlying rocks using a 3‐axis gradiometer system and provides a very high‐resolution view of the regional geology and gold mineralization trends.

The Optical Televiewer program employs a downhole probe to capture detailed photographs and record key structural measurements in drill holes on the Aureus East and West properties. The structural measurements enhance the interpretation of the geology, refining drill hole targeting and ensuring highly accurate results.

In response to the global health risks resulting from the COVID‐19 pandemic, the Company introduced a number of measures in March 2020 to protect employees, their families and the Company’s communities. The health and wellbeing of the Company’s workforce and the communities in which it operates is Aurelius’ top priority. The Company implemented a list of health and safety protocols including remote work wherever possible, self assessment of COVID‐19 symptoms, enhanced cleaning and hygiene practices, physical distancing of workers, the increased reliance on technology such as hosting virtual meetings and time off for vaccination. As part of the health and safety protocols, the Company also suspended all non‐essential work at, and visits to, the Company’s sites. Following initial delays due to COVID‐19, Aurelius mobilized a Nova Scotia based exploration team to the Aureus Gold Project in late May 2020. In response to the COVID‐19 situation, the Company is adhering to and continuously monitoring provincial health authority mandated guidelines as it carries out its exploration programs.

At the Mikwam property, the Company completed its Phase Three drilling program in May 2019 and its Phase Two exploration drilling program in October 2018 following successful completion of its first exploration drilling programs on the Mikwam and Lipton properties during fiscal year 2018.

The first three drilling campaigns at the Mikwam property have (1) defined gold mineralization along 3km of strike length on the property and a higher‐grade gold zone within the deposit at a structural hinge, while continuing to grow the footprint and volume of the mineralization; (2) extended the gold mineralization from the bedrock‐ overburden contact to a depth of approximately 400m below surface and along strike extending over 250m on the original deposit; and (3) identified a Z‐shape fold hinge which results in wider intervals (over 20m wide) and higher gold grades in the western portion of the deposit.

Aurelius’ ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to identify and acquire promising mineral properties and conduct future

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

exploration work on them, to fund its corporate overhead and commitments and to discharge its liabilities as they come due.

In addition, the Company continues to consider additional acquisitions of advanced stage opportunities in proven mining districts.

Share Consolidation

On May 4, 2021, the Company completed a consolidation of the outstanding capital of the Company on the basis of 10 existing common shares for one new consolidated common share. Immediately prior to the consolidation, the Company had 276,069,713 common shares issued and outstanding and immediately after the consolidation, the Company had 27,606,961 post‐consolidated common shares issued and outstanding. All information in this MD&A with respect to prior periods has been restated to be presented on a post share consolidation basis and may vary from the pre‐consolidation balances due to the elimination of fractional shares.

Following the effective date of the share consolidation, each outstanding whole warrant of the Company will evidence the right of the holder thereof to acquire, in accordance with the terms of the warrant, 1/10 of a common share at the adjusted share price being the applicable warrant exercise price multiplied by 10. All outstanding warrant information in this MD&A has been restated to be presented giving effect to this share consolidation impact.

OUTLOOK

The Company completed a non‐brokered private placement in May 2021 and as intended, is using the majority of the proceeds to continue exploration on the Aureus Gold projects and for general corporate and working capital purposes. The Company maintains a presence in Ontario and will conduct activities on both the Mikwam and Lipton properties as financing permits.

The package of multiple gold zones at Aureus East is east‐west trending and occurs within stacked, folded sedimentary mudstones and sandstones. The gold zones have a gentle plunge towards the east. To date Aurelius has been focused on the western portion of the system near the underground openings to enhance the interpretation of the system and improve the targeting as it steps out along the trend. However future phases of drilling are planned to target the gold mineralization along trend towards the east which has been identified in historical drillholes over 1km east of the current drilling and is interpreted to continue even further.

The Phase Two program at Aureus East surpassed 10,000m of diamond drilling during 2021 and focused on defining mineralization, with the ultimate goal of completing an updated resource estimate, in the vicinity of the Aureus East underground workings. Zone 9 will continue to be drilled off, as well as numerous other high‐grade leads that have been identified during Phase One. The drilling aims to define the mineralized envelope along strike and down to a depth of up to 500m from surface while refining the understanding of the mineralization to the east of the underground workings. Data compilation and Phase One drilling suggests the presence of near surface gold mineralization to the south which the Company intends on further testing during the current campaign.

The Company has engaged Nordmin Engineering Ltd. to complete a NI 43‐101 Mineral Resource estimate on the Aureus East Project. This is anticipated to be completed during the first quarter of 2022. During the resource work, the Company plans to conduct detailed underground sampling and mapping campaigns to enhance the interpretation and refine targeting for future drilling. Building on the success of the sampling campaign of historical core from Forest Hill and Tangier, the Company is planning an expanded campaign to comprehensively sample and relog all available holes from the projects. Pending available financing, the Company also intends to initiate Phase Three drilling at Aureus East during the first quarter of 2022, as well as a Phase Two program at Aureus West and Phase One programs at Forest Hill and Tangier over the course of 2022.

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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The next phase of diamond drilling at Aureus West will focus on defining the higher‐grade gold domains which are hosted within wide lower grade zones. The drilling will aim to expand the mineralized envelope along strike and down to a depth of 300m from surface while systematically testing the deeper extents of the gold mineralization within this extensive system. Data compilation and preliminary ground exploration suggests the presence of parallel gold systems to the south. The exploration team will also develop targets to the north of the Aureus West deposit, towards the Aureus East project and will also look to identify new gold mineralization and to close the 900m gap between the two gold systems.

AUREUS GOLD ACQUISITION

On February 27, 2020, pursuant to a master transaction agreement (the “Transaction Agreement”) entered into between Aurelius and Sprott Private Resource Lending (Collector) LP, by its General Partner, Sprott Resource Lending Corp. (“Sprott Lending” or “Sprott”), Aurelius completed the acquisition (the “Acquisition”) of Aureus Gold Inc. (previously 2672403 Ontario Inc.) (“Aureus Gold”), the owner of a 100% interest in the Aureus gold properties including the Aureus Gold Project (other than the Aureus West Project), the Tangier Gold Project and the Forest Hill Gold Project located in Nova Scotia (collectively named, the “Aureus Gold Properties”) for total consideration of up to US$8,200,000 in deferred payments (the “Deferred Payments”). The Deferred Payments are payable in cash or common shares of Aurelius (“Aurelius Shares”) or a combination of cash and Aurelius Shares at the sole option of the Company. On May 7, 2020, Aurelius completed the acquisition of the Aureus West property for (i) US$500,000 upon closing; (ii) a 2% net smelter return royalty with respect to production from Aureus West; and (iii) 2,000,000 Aurelius Shares.

Subject to the terms of the Transaction Agreement, Aurelius acquired the Aureus Gold Properties in consideration for the Deferred Payments, payable as follows: (a) US$2,500,000 within 90 days after filing a National Instrument 43‐101 – Standard of Disclosure for Mineral Projects (“NI 43‐101”) technical report in respect of all or part of the Aureus Gold Properties that establishes a minimum of 500,000 contained equivalent ounces of gold in the Measured and Indicated Mineral Resource categories (the “Mineral Resources Estimate Report”); and (b) provided that the Deferred Payment in (a) above has become due and payable, US$5,700,000 on the first anniversary of the filing of a NI 43‐101 feasibility study on all or part of the Aureus Gold Properties (the “Feasibility Study”). Aurelius has granted Sprott Lending a first ranking security interest on all assets related to the Aureus Gold Properties until the balance of the Deferred Payments has been satisfied, which was extended to the Aureus West property upon acquisition by Aurelius.

Aurelius has the right, for a period of three years from the closing of the Acquisition, to extinguish the Deferred Payments for consideration of US$4,000,000 payable in cash or in Aurelius Shares to Sprott Lending, less any prior payments made in cash or Aurelius Shares. Should the Company elect to pay the Deferred Payments in Aurelius Shares in an amount that would result in Sprott holding 20% or more of the issued and outstanding Aurelius Shares, such issuance will be subject to further review of the TSXV and acceptance and will require disinterested shareholder approval.

In the event that the Mineral Resources Estimate Report and/or the Feasibility Study has not been filed by the fifth anniversary of the closing of the Acquisition or Aurelius has otherwise determined in good faith not to proceed with preparing the Mineral Resources Estimate Report and/or Feasibility Study, and provided that a Change of Control (as defined below) has not occurred and is not contemplated, subject to certain conditions, Aurelius will be permitted to transfer the shares of Aureus Gold back to Sprott Lending for no additional consideration and the parties would then have no further obligations under the Transaction Agreement with respect to the Aureus Gold Properties.

Based on the probabilities assigned to whether management exercises the Deferred Payments, the early payment option of US$4,000,000 or the right to transfer the Aureus shares back to Sprott Lending, the value of the contingent consideration to acquire Aureus Gold was valued at US$2,000,000 and recorded as a liability in the statement of operations. The United States dollar denominated contingent obligation will be re‐measured at each reporting date

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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and changes in fair value due to changes in foreign exchange rates will be expensed to the statement of loss and comprehensive loss. Transaction costs for the Acquisition were $354,234.

On July 19, 2021, November 30, 2020 and October 1, 2020, the Company issued an aggregate of 14,174,595 common shares to Sprott Lending to reduce the First Deferred Payment under the Transaction Agreement, in connection with the private placement financings. In total, $1,266,142 (US$970,526), being the aggregate value of the participation right exercises, was credited towards the First Deferred Payment and reduced the contingent obligation upon acquisition of Aureus Gold (see Obligation upon acquisition of Aureus Gold Inc.).

Concurrent with closing of the Acquisition, (i) the $456,200 non‐interest bearing promissory note (the “Note”) advanced to Aurelius by Sprott Lending on an unsecured basis on December 19, 2019 was converted into 7,128,125 Aurelius Shares at a conversion price of $0.064 per Aurelius Share; and (ii) Sprott Lending subscribed for 17,871,875 Aurelius Shares on a private placement basis at a price of $0.064 per Aurelius Share (the “Private Placement”), which, together with the Note, represents additional gross proceeds to Aurelius of $1,600,000. As a result of the conversion of the Note and the completion of the Private Placement, Sprott together with its affiliates currently hold approximately 19.9% of the issued and outstanding Aurelius Shares on a partially diluted basis. Aurelius used the proceeds from the issuance of the Note and the Private Placement for the exploration of the Aureus Gold Properties and for general corporate and working capital purposes.

Pursuant to the Transaction Agreement, until such time as Sprott’s basic ownership interest in Aurelius falls below 9.9%, Sprott is entitled to nominate two directors to the board of Aurelius (the “Board”), one of which is to be independent. The Transaction Agreement also provides (A) that the total number of directors on the Board will not exceed five without Sprott’s prior written consent, (B) if Aurelius proposes to complete an offering of equity securities or securities convertible into equity securities, whether pursuant to a public offering, a private placement or otherwise (an “Equity Financing”), Sprott has the right to participate at the same subscription price and on terms no less favourable to Sprott than those provided under any such Equity Financing to maintain the same basic ownership percentage it had immediately prior to the Equity Financing, and (C) Sprott is entitled to a “catch‐up right” in the event Aurelius issues Aurelius Shares (i) for compensatory purposes to employees, directors or officers; (ii) the exercise or conversion of exercisable or convertible securities; or (iii) as partial or total consideration in exchange for mining or other properties in a bona fide transaction with arm’s length sellers which cumulatively dilute the basic ownership interest of Sprott and its affiliates by at least 3%.

The Transaction Agreement also provides that upon the sale or other transfer of all or substantially all the consolidated assets of Aurelius other than in connection with an internal reorganization; or the completion of an amalgamation, arrangement, merger or other consolidation or combination involving Aurelius such that immediately following such event (i) shareholders of Aurelius immediately prior to the event would not beneficially own, or exercise control or direction over, voting securities carrying the right to cast more than 50% of the votes attaching to all voting securities of the successor or continuing corporation or entity, or (ii) the directors of Aurelius would not constitute a majority of the board of directors (or equivalent) of the successor or continuing corporation or entity, such events being defined as a “Change of Control”; the balance of the Deferred Payments, after accounting for any deductions would become immediately due and payable.

In the event of a Change of Control where the Aurelius equity holders receive consideration for their Aurelius Shares, the Deferred Payments are required to be satisfied on the same basis, except that any non‐cash component is limited so that Sprott’s basic ownership interest of the successor or continuing corporation or entity would not exceed 19.9% (with any balance remaining payable in cash).

Upon the occurrence of a Change of Control, Sprott is entitled to an immediate cash incentive payment equal to 10% of the proceeds payable to any equity holders of Aurelius in addition to the balance of the Deferred Payments described above. Aurelius is entitled, for a period of three (3) years from the closing of the Acquisition, to extinguish the incentive payment for US$1,000,000 payable in cash.

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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AUREUS GOLD PROPERTIES

AUREUS GOLD PROJECT

The Aureus Gold Project covers 1,684 hectares in 104 mineral claims and includes the Aureus East and Aureus West gold projects. The gold‐bearing vein system at the Aureus Gold Project has been defined by diamond drilling over a strike length of 3.2km and to a depth of approximately 870m, with at least 30 different east‐west trending “saddle reef” quartz vein structures recognized each with free‐milling gold. The stacked gold reefs are open at depth and extend along trend for over 3.2km within the Aureus East and West projects, with additional strike length up to a total of 11km of strike length.

The Department of Energy and Mines, Nova Scotia holds a 1% net smelter return royalty (“NSR”) on all gold sales. The Aureus East Gold Project is also subject to a NSR royalty of 1% held by Metalla Royalty & Streaming Ltd.

The Aureus West Gold Project was purchased subsequently on May 5, 2020 from Nycon Resources, Inc. for cash consideration of US$500,000 and 2,000,000 common shares of the Company and incurred transaction costs of $32,915. The Department of Energy and Mines, Nova Scotia holds a 1% NSR on all gold sales. The Aureus West Property is also subject to a NSR royalty of 2% held by Nycon Resources, Inc. The Company has the option to buy‐ back one‐half of the NSR for US$750,000, and having exercised the first buy‐back right, has the option to buy‐back the second half of the NSR for US$1,000,000.

The high‐grade Aureus East Gold Project and mill in Nova Scotia completed most recent gold extraction from test milling of a bulk sample in March 2017. Underground development completed to date has extended to approximately 600m in length along strike and to a depth of only 150m. The underground workings are on care and maintenance to be accessible for ongoing exploration drilling.

Aurelius is carrying out the required exploration work to prepare an updated Mineral Resource estimate and technical report for the project.

The Phase One program at the Aureus East Gold Project comprised 12 underground drill holes of approximately 4,725m total drilling and nine surface holes of approximately 3,000m, for a total, combined drilling, of approximately 7,725m.

The Aureus East Phase One drilling has:

• Confirmed a significant gold system on the property, tripling the depth and identifying over 30 discreet gold horizons to below 900m;

• Identified gold in sediment hosting wall rocks around the veins, traditionally viewed as non‐mineral bearing, resulting in broader and more extensive gold zones than previously modelled;

• Identified longer, more extensive limbs than traditionally modelled, which provides a new target area for additional growth;

• Southern limbs confirmed to be at least 100m long; previously believed to only extend ~10‐15m);

• Width of the gold system is now at least 200m across strike (building volume);

• Isolated historical hits confirmed and now incorporated into southern leg model with much greater continuity and extension of legs than previously interpreted; and

• Drilling has started to intersect gold in under‐drilled northern limbs.

• Hole AE‐20‐007 encountered 0.5m at 21 g/t gold in the floor below underground drill Pad 2 (April 6, 2021 Press Release) and at least eight high grade zones including:

• 2m @ 132.4 g/t gold

• 32m @ 2.91 g/t gold (new zone @ 245m below the drift)

  • including 0.6m @ 55.8 g/t gold

  • and 0.8m @ 22.6 g/t gold

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

  - and 1.0m @ 21.8 g/t gold

• AE‐21‐011 intersected (April 12, 2021 Press Release)

• 3.0m @ 17.4 g/t gold (Zone 9)

• including 1.0m @ 43.3 g/t gold

• ‐ 14.2m @ 5.32 g/t gold (Zone 10)

• AE‐21‐013 intersected ‐ 2.9m @ 13.3 g/t gold (Zone 9)

• including 1.0 m @ 28.6 g/t gold

• ‐ 2.7m @ 15.1 g/t gold (Zone 10)

  • including 1.0m @ 39.7 g/t gold

• AE‐21‐015 intersected ‐ 5.7m @ 9.42 g/t gold (Zone 9)

  • including 1.7m @ 28.8 g/t gold (Zone 9)

• ZONE 9, newly discovered: ‐ Intersected 10 times during Phase One (nine times underground and one time from surface);

• five intervals above 25 g/t gold (including two samples greater than 120 g/t gold) and two more intervals above 9 g/t gold;

• During Phase One ZONE 9 was intersected over an 80m strike length.

• Extensive gold mineralization adjacent to underground development demonstrates significant opportunities for the Company as we identified an under‐drilled, under‐assayed and misunderstood asset, encountering:

• Gold in the floor of the drift at Pad 2;

• Multiple new high‐grade zones have been identified including Zones 9 and 10; and

• Existing underground development didn’t not excavate, and appears to “miss”, significant gold hits identified in historical drilling database.

Several important aspects of the Aureus East gold zones have been identified in the drilling to date:

• High grade gold mineralization tends to be more abundant in the southern portion of the fold and extends into the southern legs;

• The folds are widening at depth which results in potentially larger zones and horizons and a larger gold mineralized envelope;

• There are at least 10 distinct horizons with gold assays greater than 10 g/t longer than 1m; and

• Mapping the geometry of the horizons in detail on this section improves future exploration targeting to expand horizons.

The package of multiple gold zones at Aureus East is east‐west trending and occurs within stacked, folded sedimentary mudstones and sandstones. The gold zones have a gentle plunge towards the east. The near‐surface zones have been intersected in historical drilling along the trend at least 1km to the east. Aurelius has been focused on the western portion of the system near the underground openings to enhance the interpretation of the system and improve the targeting as it steps out along the trend.

The challenges of intersecting the saddles and limbs of the system are greatly influenced by the positions of the drills, which are sometimes limited by existing infrastructure, geographical placement and other logistical issues, however, to date, every drill hole has intersected mineralization. The veins are sub horizontal and shallow dipping toward the east. Mineralization has been traced to over 1.6km along strike to the east and remains open in all directions notably at depth. Company practice is to sample the complete drill hole as the Company looks to identify mineralization in both the quartz veins and the traditionally, unsampled, sediment horizons. This is a direct result of the information obtained in sampling and assaying the historical unsampled core identified at site.

Drilling continued at Aureus East with two drill rigs. By drilling the under‐explored limbs with surface rigs, the Company plans to add volume to the gold system, while the underground rig continues to expand the hinge and find

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

new zones at depth. The surface drilling component of the Phase Two exploration program is targeting overlooked gold horizons and the extensions into the north and south limbs. In Phase One, the limbs of the gold horizons were identified as an important growth opportunity. The limbs, historically interpreted to extend approximately 10‐15m beyond the hinges, appear to be substantially longer, and now appear to extend beyond 100m in length, are steeply dipping and follow the folded host rocks. The gold horizons are stacked and generally thicker in the fold nose or hinge, however the limbs offer a new opportunity to expand the width of the gold system and the volume of material to be considered in future Mineral Resource estimates. The Aureus East gold mineralization outcrops and extends to beyond 900m below surface. Aureus East contains a 4km structural trend, where the Company has confirmed 1.6km of gold mineralization. Within that trend, Phase One and Two drilling concentrated on the first 500m of strike length with focus on an updated Mineral Resource estimate.

During the Aureus West Gold Project Phase One drilling program which commenced in September 2020, all holes intersected significant gold mineralization near surface and new gold horizons were identified to a depth of 504m below surface. The drilling identified mineralization both above, and well below, the existing inferred mineral resource which extends to a depth of approximately 150m. The Aureus West Gold Project is located approximately 1km south of the Aureus East Gold Project. 10 holes were completed, totaling 4,665m, in the 2020 drilling program. On May 20, 2021, the Company announced the final assay results to complete the Phase One drilling program. The results from the Phase One drilling demonstrate the presence of a well mineralized system, identifying mineralization both above the existing resource, and substantially expanding the mineralization below the existing resource, to a depth beyond 500m.

The Aureus West Phase One drilling has:

• Established mineralization outside of the current inferred mineral resource along strike and at depth;

• The gold system, at surface, is open in both directions along approximately 6km of strike, from the Harrigan Cove fault in the east, to historical trenching evidencing visible gold, located 5.4km to the west from the 2020 drill program; and

• The system has been proven to a depth of over 500m and greater than 100m wide and remains open in all directions.

Individual drill core samples are labeled, placed in plastic sample bags and sealed. Groups of samples are then placed into durable rice bags and then shipped by courier for analyses to ALS Geochemistry, Moncton, New Brunswick. Sample preparation occurs at ALS in Moncton where samples are weighed, dried, crushing one kilogram to 70 percent less than two millimeters and then pulverized to create a one‐kilogram sample with 85 percent less than seventy‐five microns. Potential high‐grade gold samples are sent for metallic screen fire assay and remaining material is assayed for 50‐gram fire assay and samples grading more than 10 parts per million have a gravimetric finish performed. The remaining coarse reject portions of the samples remain in storage if further work or verification is needed. The Company inserted control samples (accredited gold standards, blanks and duplicates) at least every 20 samples and monitors the control samples inserted by ALS.

Additional information with respect to the Aureus East and Aureus West Gold Projects is available in the technical reports filed on SEDAR under the Company’s profile, entitled “Aureus East Gold Property Technical Report” and “Aureus West Gold Property Technical Report”, each by Mr. G. Z. Mosher, P.Geo, M.Sc., Global Mineral Resource Services with effective dates of June 1, 2020 and November 4, 2020, respectively.

TANGIER GOLD PROJECT

The Tangier Gold deposit is situated along the east‐west trending Tangier anticline, a structure that has been traced for 7.3km. Within this anticline, two sections totaling 1.4km have been explored with drilling and historical mining, which demonstrate good continuity of gold‐bearing quartz veins to depths of 300m. Gold‐bearing quartz veins have been identified over a total strike length of 3.4km on the property. This work has identified 70 or more gold‐bearing quartz veins, demonstrating an extensive mineralized system. The Department of Energy and Mines, Nova Scotia

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

holds a 1% NSR on all gold sales. Aurelius holds surface rights to the property subject to an annual payment of $12,000 and a 1% net profits royalty from minerals produced up to a maximum of $1 million.

The Tangier Gold Project was the site of the first gold discovery in Nova Scotia in 1860. Total historic gold production up to 1919 is estimated at 29,000 ounces at a recovered grade of 17.5 g/t gold (“Au”). The property saw several phases of bulk sampling during the 1980s and 1990s, the best of which was 2,578 tonnes with a recovered grade of approximately 16 g/t Au. A total of 211 surface and underground drill holes have been completed on the property. Historical mining activities have developed 3,300m of underground workings. The Tangier Gold Project is comprised of 119 exploration claims on 1,878 hectares.

Mineralization at the Tangier Gold Project consists of coarse flake gold and nuggets in generally stratabound quartz veins up to 1.5m thick containing calcite and up to 5% sulfide minerals, including pyrite, pyrrhotite, arsenopyrite, sphalerite, and galena. The characteristics of the mineralization indicate that the deposit is an orogenic gold deposit, similar to the Dufferin Gold Project and others in Nova Scotia’s Meguma Terrane.

A Mineral Resource has been estimated for the Blueberry Hill Zone at the Tangier Gold Project on the basis of historical surface and underground drilling. No Mineral Resource has been estimated for the Strawberry Hill Zone but it is considered to be a prospective exploration target. The estimate is based on assays contained in 18 modelled quartz veins. Assays were capped at 40 g/t Au and samples were composited to one metre lengths. A fixed density of 2.67 g/cm³ was used. Because of the small number of samples in any given vein, variography was not attempted and instead the estimate was obtained by inverse distance squared weighting (ID²) and a search ellipse that imitated the strike and dip of the veins. Blocks measured 10m along strike, one meter across strike, and two meters down‐ dip.

The following Inferred Mineral Resources have been estimated on the basis of a preliminary economic assessment of the geologically similar Dufferin Gold Project, a grade of 2 g/t Au was taken as the base case:

Tangier Gold Project Mineral Resource Estimate @ Cutoff of 2 g/t Au

	Capped@ 40g/t Au Uncapped
	Tonnes Au g/t Ounces Tonnes Au g/t Ounces 493,000 5.9 93,000 511,000 9.9 163,000

1) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of Mineral Resources will be converted to Mineral Reserves. Inferred Mineral Resources are based on limited drilling which suggests the greatest uncertainty for a Mineral Resource estimate and that geological continuity is only implied. Additional drilling will be required to verify geological and mineralization continuity and it is reasonably inferred that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources. Quantity and grades are estimates and are rounded to reflect the fact that the resource estimate is an approximation.

The Tangier Gold Project possesses potential for expansion of resources beyond the Blueberry Hill Zone. The gold‐ bearing veins on the property have been traced by surface outcrops, drilling, and underground workings over a total strike length of approximately 3.4km. The bulk of the drilling and the current Mineral Resource estimate on the project are limited to approximately 500m along strike in the Blueberry Hill area of the project. Thus, the remaining 2.9km of identified gold‐bearing quartz veins on the project hold additional exploration potential. In particular, the Strawberry Hill Zone is considered to warrant additional exploration work.

Additional information with respect to the Tangier Gold Project is available in the technical report filed on SEDAR under the Company’s profile, entitled “Tangier Gold Property Technical Report”, by Mr. Greg Mosher, P.Geo, M.ASc., Global Mineral Resource Services with an effective date of June 1, 2020.

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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FOREST HILL GOLD PROJECT

The Forest Hill Gold Project is located in Guysborough County, Nova Scotia, approximately 160km northeast of Halifax and is comprised of 115 contiguous mineral exploration claims in four exploration licenses. The claims have an aggregate area of 1,840 hectares. The Nova Scotia Department of Energy and Mines holds a 1% NSR on all gold sales. A previous Optionor holds a sliding scale royalty on portions of the property. All other marketable commodities within an area of interest are subject to a 1.75% NSR.

The Forest Hill Gold Project contains auriferous quartz veins; most are bedding parallel but cross cutting veins have also been reported. Vein thicknesses range from several centimeters to decimeters. Gold most commonly occurs in native form as flakes and grains within quartz veins and on the margins of veins immediately adjacent to wallrock. Gold occurs within “shoots” from seven to 30m in height and several hundred meters in strike length within a given vein. These zones commonly have the same plunge as the axis of the anticline and are auxiliary or parasitic folds developed on the flanks of the principal anticline. These secondary folds typically occur in en‐echelon fashion within a given vein, as well as in adjacent veins.

Auriferous quartz veins of economic interest are all located on the steeply north dipping, overturned, south limb of an east‐trending anticline within 250m of the anticlinal axis. Within that 250m interval, a central 50 to 60m wide interval of interbedded metawacke and schist termed the Schoolhouse sequence contains the Schoolhouse 1 through 6 stratabound veins or vein packages which were historically the most productive and were the primary subject of more recent bulk sampling programs. Veins are boudinaged, are generally from five to 15 cm thick and some are persistent along strike and down‐dip for hundreds of meters.

The following Indicated and Inferred Mineral Resources for the Forest Hill Gold Project have been estimated using a 2 g/t Au cutoff based on historical surface and underground drilling:

Class	Tonnes	Au g/t Capped	Capped Oz Au	Uncapped	Oz Uncapped
		**110g/t **		**Aug/t **	Au
Indicated	322,000	7.1	73,000	11.0	114,000
Inferred	905,000	7.1	208,000	10.6	308,000

1) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of Mineral Resources will be converted to Mineral Reserves. Inferred Mineral Resources are based on limited drilling which suggests the greatest uncertainty for a Mineral Resource estimate and that geological continuity is only implied. Additional drilling will be required to verify geological and mineralization continuity and it is reasonably inferred that the majority of the Inferred Mineral Resources could be upgraded to indicated resources. Quantity and grades are estimates and are rounded to reflect the fact that the resource estimate is an approximation.

Bulk sampling carried out in the 1980’s showed potential gold recovery of 94.9% (74.2% by gravity). Veins have extensive strike and depth continuity. There is expansion potential along strike to the east, west and at depth. The property was drilled along approximately 300m and is open at depth.

Additional information with respect to the Forest Hill Gold Project is available in the technical report filed on SEDAR under the Company’s profile, entitled “Forest Hill Gold Property Technical Report” by Mr. G. Z. Mosher, P.Geo, M.ASc., Global Mineral Resource Services with an effective date of June 1, 2020.

Mr. Greg Mosher, M.ASc., P.Geo is an independent Qualified Person as defined by NI 43‐101 and has reviewed and approved the Aureus Gold properties Technical Report disclosure in this MD&A.

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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MIKWAM PROPERTY

Pursuant to an option agreement on the Mikwam property, the Company has acquired a 100% interest in the property, located on the Casa Berardi Deformation Zone in the Larder Lake Mining Division, approximately 160kms north‐east of Timmins, Ontario, (subject to certain royalty interests and encumbrances) by making aggregate cash and share payments of $25,000 and 4,000,000, respectively, to ALX Uranium Corp. (“ALX”) over a period of two years. In addition, the Company granted ALX a NSR Royalty equal to 0.5% of net smelter returns from the Property. The Company has the right, at any time, to acquire the 0.5% NSR Royalty from ALX for cash consideration of $1,000,000.

Mikwam comprises 69 Cell Claims including 29 Single Cell Mining Claims and 40 Boundary Cell Mining Claims under Ontario’s new online cell‐based provincial grid, on 968 hectares and lies in the Harricana‐Turgeon belt within the northern portion of the Abitibi greenstone belt of the Superior Province of the Canadian Shield. The Harricana‐ Turgeon belt hosts polymetallic deposits and several well‐known gold deposits such as the Eagle Mine, the Casa Berardi Mine and the Detour Mine. In late summer 2016, Kirkland Lake Gold Ltd. (previously Detour Gold Corporation) staked its Burntbush project which now completely surrounds the Mikwam Property.

Mineral Resource Estimate

In connection with the acquisition of the Mikwam Option, the Company engaged Caracle Creek International Consulting Inc. to prepare a National Instrument 43‐101 technical report on the Mikwam Property. The report, entitled “Independent Technical Report‐‐Mikwam Gold Property‐‐Noseworthy Township, Ontario, Canada,” dated December 8, 2016 is available under the Company’s profile at www.sedar.com.

The report provides an Inferred Mineral Resource estimate for Mikwam of 1.81 million tonnes at 2.34 g/t Au, containing 136,000 ounces of gold at a reported cut‐off grade of 1.00 g/t Au.

Mineral Resources that are not mineral reserves do not have demonstrated economic viability. Mineral Resource estimates do not account for mineability, selectivity, mining loss and dilution. These Mineral Resource estimates include inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is also no certainty that these Inferred Mineral Resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

Exploration programs

On May 14, 2019, the Company released the final assay results from its 3,000m Phase Three drilling program at its Mikwam Property. The successful Phase Three program expanded the volume of gold mineralization at Mikwam at depth to below 380m and further defined the zone along strike. The Company identified several higher‐grade gold zones (see Figure 1) within the deposit and continues to expand and define gold mineralization, which occurs in several horizons.

The Phase Three program included a detailed downhole structural geology study using an Optical Televiewer to enhance the geological model at the Mikwam deposit. Key geological findings included:

• Televiewer data coupled with logging observations have better defined the structural setting of the deposit; ‐ oriented bedding and structural measurements are key to constructing the structural setting.

• A Z‐shaped drag fold is a significant control on the mineralization;

• a folded stratigraphy results in stacked multiple gold zones;

• higher grades are typically found in the fold hinges; and

• there is potential for multiple hinges along strike at Mikwam.

• Understanding the relatively consistent stratigraphy allows the Company to define targets more effectively;

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

• an altered footwall below the gold zone is an important marker (indicates proximity to gold zone); and

• the repetition of the sequence and offsets open new targets to the north and along strike.

Holes AUL‐19‐28, 29, 30, 32, 36 and 37 were designed to bring the spacing between intersections to approximately 25m in the upper 200m of the deposit and to define the geological controls on the gold distribution. Holes AUL‐19‐ 31 and AUL‐19‐33 extend the gold mineralization and demonstrate the zone is open at depth. Hole AUL‐19‐33 is now the deepest intersection to date.

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Figure 1. Mikwam Exploration Long Section looking North ‐ Phase Three

Table 1. Summary of Gold Intersections from Mikwam Phase Three Drilling Program

Hole ID	From(m)	To(m)	Width(m)1	**Aug/t **
AUL‐19‐28	49.00	51.00	2.00	2.51
AUL‐19‐28	57.00	61.00	4.00	1.10
AUL‐19‐28	208.50	209.50	1.00	0.63
AUL‐19‐29	182.50	202.90	20.40	1.93
including	184.00	190.40	6.40	2.98
including	194.40	202.30	7.90	2.25
including	199.20	201.60	2.40	3.69
AUL‐19‐30	48.00	51.00	3.00	0.80
AUL‐19‐30	76.00	80.00	4.00	0.37
AUL‐19‐30	196.50	228.00	31.50	3.46
including	205.90	223.00	17.10	5.37
including	205.90	210.00	4.10	9.41
including	217.50	220.60	3.10	9.21
AUL‐19‐31	184.50	186.50	2.00	0.52
AUL‐19‐31	248.00	258.00	10.00	1.99
AUL‐19‐31	355.00	370.00	15.00	1.65
including	358.00	369.00	11.00	2.19
including	359.00	364.00	5.00	2.84
AUL‐19‐32	197.50	199.10	1.60	0.37
AUL‐19‐32	205.00	222.00	17.00	1.98
including	208.30	211.20	2.90	6.34
AUL‐19‐33	222.00	234.75	12.75	1.27
AUL‐19‐33	373.00	406.70	33.70	1.15

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Hole ID	From(m)	To(m)		Width(m)1	**Aug/t **
including	382.20	383.60		1.40	4.02
including	404.40	406.70		2.30	2.71
AUL‐19‐34			NSA
AUL‐19‐35	73.00	80.00		7.00	0.81
AUL‐19‐35	73.00	75.00		2.00	2.28
AUL‐19‐35	101.00	102.00		1.00	0.98
AUL‐19‐36	147.50	159.00		11.50	1.28
AUL‐19‐36	147.50	156.00		8.50	1.67
AUL‐19‐36	151.37	152.60		1.23	6.95
AUL‐19‐36	243.50	244.50		1.00	2.12
AUL‐19‐37	150.00	152.90		2.90	0.33
AUL‐19‐37	186.00	195.42		9.42	0.53
AUL‐19‐37	307.50	318.00		10.50	0.14

1. Intervals may not represent true width of the mineralized zone and gold values are not capped.

The first two drilling campaigns by Aurelius in 2018 intersected and expanded the gold mineralization zone and demonstrated an expanding continuous gold system at Mikwam.

The Company received a portion of the extensive high resolution (100m line spacing) VTEM survey which Kirkland Lake Gold Ltd. (previously Detour Gold Corporation) commissioned over their Burntbush Property, which completely surrounds the Mikwam Property and identified a southern anomaly that the Company tested in its Phase One drill program at the Property.

The 2018 Phase One drill program, which included 10 NQ diameter core holes totaling approximately 2,700 m, was completed during the first half of 2018. The program extended the mineralization of the deposit both vertically and laterally, as well as provided improved understanding of the structural setting of the deposit. The Company intersected and expanded gold mineralization in its Phase One exploration drilling program on its Mikwam Property, including 3.7 g/t Au over 22m in hole AUL‐18‐07 – 58% higher than the grade of the existing inferred mineral resource and including high grade intercepts of 30.2 g/t Au over 1m and 7.16 g/t Au over 10m (set out in Figure 2 and Table 2 below); extended the Mikwam mineralization approximately 75m vertically upwards, to the contact between bedrock and overburden and along the east‐west trend, representing potential additions to the existing resource base; and confirmed the gold mineralization at Mikwam has the same structural trend and mineral assemblage hosting gold as well as similar stratigraphy as Hecla Mining Company’s Casa Berardi Mine.

On October 31, 2018, the Company announced the completion of its 2018 Phase Two drilling program at Mikwam. The 3,923m Phase Two program involved systematically drilling 17 holes on five north‐south cross sections, on approximately 150m of strike, working out from hole AUL‐18‐07 of the Phase One program which intersected 3.7 g/t Au over 22m (see May 30, 2018 press release). Drilling on the cross sections was designed to confirm our interpretation of the gold mineralization to a depth of approximately 300m on 30m to 40m spaced intersections. Mineralization remains open at depth and along strike.

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Significant intersections from the Phase Two program are illustrated in the following Figure 2 Mikwam Exploration Long Section.

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Figure 2. Mikwam Exploration Long Section – Phase Two

Table 2. Summary of Gold Intersections from Mikwam Phase Two Drilling Program

Hole ID	From(m)	To(m)	Width(m)1	**Aug/t **
AUL‐18‐11	93.5	106.0	12.5	0.55
AUL‐18‐12	90.5	98.0	7.5	0.27
and	103.0	109.5	6.5	2.40
and	111.5	115.5	4.0	0.33
AUL‐18‐13	134.5	156.0	21.5	4.15
including	138.5	140.5	2.0	8.05
and	144.5	149.5	5.0	10.45
AUL‐18‐14	151.2	187.0	35.8	1.64
including	158.0	166.0	8.0	2.72
AUL‐18‐15	195.6	221.7	26.1	7.08
including	207.5	212.5	5.0	11.82
and includes	210.5	211.5	1.0	24.30
and	214.5	221.7	7.2	9.36
AUL‐18‐15	245.5	253.6	8.1	1.53
including	245.5	246.5	1.0	9.90
AUL‐18‐16	223.5	227.0	3.5	0.78
and	233.0	237.0	4.0	0.97
and	255.8	262.5	6.7	1.88
and	325.5	339.0	13.5	7.08
including	326.5	333.0	6.5	11.99
AUL‐18‐16	343.0	347.0	4.0	2.01
AUL‐18‐16	356.0	363.0	7.0	4.81
including	358.0	360.0	2.0	13.87
AUL‐18‐16	365.0	367.0	2.0	2.63
AUL‐18‐17	no significant results

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Hole ID	From(m)	To(m)	Width(m)1	**Aug/t **
AUL‐18‐18	181.0	190.0	9.0	1.17
and	284.0	285.0	1.0	4.70
and	289.5	301.0	11.5	3.02
including	289.5	295.0	5.5	5.19
and	322.0	326.0	4.0	0.70
AUL‐18‐19	163.5	188.0	24.5	2.29
including	164.5	168.5	4.0	3.82
including	176.5	185.9	9.4	3.33
AUL‐18‐20	84.0	105.0	21.0	1.35
including	86.5	89.5	3.0	6.25
and	119.0	124.0	5.0	1.63
including	119.0	120.0	1.0	6.44
AUL‐18‐21	92.0	100.0	8.0	1.33
and	108.0	113.0	5.0	1.02
AUL‐18‐22	48.0	70.5	22.5	1.07
AUL‐18‐23	66.0	95.0	29.0	2.20
including	84.5	90.5	6.0	7.86
AUL‐18‐24	163.0	204.0	41.0	1.36
including	176.0	184.0	8.0	4.97
and includes	180.0	184.0	4.0	8.86
AUL‐18‐25	232.1	237.0	4.9	0.99
AUL‐18‐26	139.0	141.4	2.4	0.31
AUL‐18‐27	205.0	229.5	24.5	1.05

1. Intervals may not represent true width of the mineralized zone and gold values are not capped.

All samples were submitted to Bureau Veritas in Timmins, Ontario, for sample preparation by crushing one kilogram to 70 per cent less than two millimetres, creation of a 500‐gram split and then pulverizing to 85 per cent passing 75 microns. Sample pulps are submitted for gold analysis with a 30‐gram fire assay and atomic absorption spectroscopy finish (code FA430). Samples returning higher than 10 parts per million gold were re‐assayed with a 30‐gram fire assay and gravimetric finish. Control samples (accredited gold standards, blanks and duplicates) were inserted into the sample sequence by Bureau Veritas on a regular basis to monitor precision of results.

As part of the Company’s Quality Assurance and Quality Control procedures (QA/QC) the Company reviews results from Certified Standard Reference materials (CRSM or Standards), which are inserted at a rate of 4 per 100 assays. The Company also inserts Certified Reference Blanks (Blanks), at a rate of 2 per 100 assays, and quarter‐core duplicates, at a rate of 4 per 100 assays (total QA/QC insertions of 10 per 100 assays, representing 10% of all assays). Within the results disclosed herein there were no samples with results outside of the recommended tolerances for the standards or blanks. Duplicates were within normal tolerances for this type of deposit in this geological setting.

LIPTON PROPERTY

In conjunction with Mr. Ashcroft’s appointment as President and CEO of Aurelius in 2016, through a wholly owned company MNJA Holdings Inc., an option (the “ Lipton Option ”) was assigned to the Company granting the right to earn a 100% interest in 13 claim blocks (the “ Lipton Option Claims ”), subject to a NSR of 2.0%, in consideration of 500,000 common shares of the Company being issued to Mr. Ashcroft. The Company may earn a 100% in the Lipton Option Claims by making aggregate cumulative cash payments of $1,000,000 to be paid over a 10‐year period. As at the date of this MD&A, the Company has made annual payments totalling $200,000, pursuant to the Lipton Option agreement entered into on August 22, 2016 and filed the minimum of two years of assessment work. The remaining $800,000 is payable in annual cash payments between June 2022 and June 2026. The Company has the option to buy‐back one‐half of the NSR for $2,500,000. In June 2020, the Company entered into a land access agreement with De Beers Canada Inc. (“De Beers”) which permits De Beers the exclusive right to conduct activities to explore for diamonds on certain of the Lipton claims for one year upon receipt of an initial $20,000 payment to Aurelius. The

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

land access agreement is renewable annually upon receipt of payments of $30,000 from De Beers. The initial payment was received on July 9, 2020.

In addition, the Company staked 44 claim blocks referred to as the Atkinson South claims. The Lipton Property comprises the Lipton Option Claims and the Atkinson South claims totaling 721 Cell Claims, 563 Single Cell Mining Claims, 143 Boundary Cell Mining Claims, and 30 “internal” and overlapping (i.e., two occupying the same space) Boundary Cell Mining Claims under Ontario’s new online cell‐based provincial grid, covering an area of approximately 12,425 hectares.

The Lipton Property is located approximately 150km north‐east of Cochrane, Ontario near the border between Ontario and Québec, and is approximately 20km south of the Detour Lake Mine, and 3km south of Kirkland Lake Gold Ltd.’s Detour Lake 58N high grade discovery.

The Lipton Property is in the northern portion of the Abitibi Greenstone Belt, just south of the Lower Detour Deformation Zone. The area is composed of numerous sequences of mafic and felsic volcanics, with sedimentary sequences variably interbedded. There are also numerous felsic, mafic, and ultramafic intrusives.

Exploration programs

In mid July 2017, the Company commenced its Phase One exploration program on the Lipton Property. The Company completed 1,833m of diamond drilling in twelve holes from nine different collar locations and a ground‐based IP geophysical survey. The primary goals of the program were to confirm the interpretation of the local controls on gold mineralization, to test a number of new targets based on previous drilling and geophysics and to generate new targets to the north of the main Lipton target.

The Company’s inaugural drill program at Lipton successfully intersected significant gold mineralization at the Lipton Gold Zone, including 9.4 g/t Au over 6.58 m, identified a new gold zone to the north and confirmed the presence of the host unit for Kirkland Lake Gold Ltd.’s Detour Lake 58N gold mineralization. Drilling conducted at the new Lipton North target intersected 1m grading 3.0 g/t Au in AUL‐17‐10 (new mineralized zone) and the hole ended in 12m grading 0.2 g/t Au. Concurrent with the drilling program, the Company completed a ground‐based induced polarization (IP) geophysical survey covering 11‐line km to identify additional targets. Five new drill targets were identified in the new Lipton North area (see February 5, 2018 press release).

The contents of this MD&A have been reviewed and approved by Mr. Jeremy Niemi, P.Geo., VP, Exploration of Aurelius, who is a qualified person as defined in National Instrument 43‐101.

FINANCIAL POSITION

Cash and cash equivalents

Cash and cash equivalents totalled $2,045,416 as at September 30, 2021 (December 31, 2020 – $3,330,376). The increase in cash is due to inflows from the private placement financing in May 2021, offset by exploration expenditures at the gold projects in Nova Scotia as well as expenditures for corporate general and administrative purposes.

Receivables

Receivables of $948,826 as at September 30, 2021 (December 31, 2020 – $404,456) related mainly to input sales tax.

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Property and equipment

Mill equipment $ Mobile and infrastructure equipment $	Office furniture and equipment $ Exploration Equipment $ Right of use assets $ Total $
Cost Balance – December 31, 2019 ‐ ‐ Acquisition 952,358 119,273 Additions ‐ 12,866	13,611 ‐ 244,117 257,728 ‐ ‐ ‐ 1,071,631 ‐ 54,219 246,738 313,823
Balance – December 31, 2020 952,358 132,139 Additions ‐ ‐	13,611 54,219 490,855 1,643,182 ‐ 19,920 372,637 392,557
Balance – September 30, 2021 952,358 132,139	13,611 74,139 863,492 2,035,739
Accumulated depreciation Balance – December 31, 2019 ‐ ‐ Depreciation ‐ 15,968	4,064 ‐ 84,502 88,566 3,030 790 134,828 154,616
Balance – December 31, 2020 ‐ 15,968 Depreciation ‐ 15,657	7,094 790 219,330 243,182 1,777 8,109 142,314 167,857
Balance – September 30, 2021 ‐ 31,625	8,871 8,899 361,644 411,039
Net book value At December 31, 2020 952,358 116,171 At September 30, 2021 952,358 100,514	6,517 53,429 271,525 1,400,000 4,740 65,240 501,848 1,624,700

As at September 30, 2021, the mill is not considered available for use and accordingly is not being depreciated at this time. Property, plant and equipment is depreciated using the straight‐line method over their estimated useful lives, estimated to be between 3 and 10 years.

Mineral properties

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and to the best of its knowledge, title to all of its properties is properly registered and in good standing.

The Company holds interests in two mineral properties located in Ontario, Canada, and the Aureus Gold Properties, including the Aureus East, Aureus West, Tangier and Forest Hill properties, in Nova Scotia, Canada. To date, excluding Aureus West, there have been no acquisition costs incurred on the Aureus Gold Properties.

The capitalized acquisition costs are as follows:

	Mikwam	Lipton	Aureus West	Total
	$	$	$	$
Balance – December 31, 2019	257,500	248,685	‐	506,185
Additions	‐	30,000	784,515	814,515
Balance – December 31, 2020	257,500	278,685	784,515	1,320,700
Additions	‐	100,000	‐	100,000
Balance – September 30, 2021	257,500	378,685	784,515	1,420,700

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

The Company incurred exploration expenditures as follows:

			Aureus	Aureus		Forest
	Mikwam	Lipton	East	West	Tangier	Hill	Total
	$	$	$	$	$	$	$
Land management	1,500	1,125	5,708	‐	14,949	‐	23,282
Site admin/maintenance	‐	‐	617,194	88,677	18,515	5,366	729,752
Geology	143,447	‐	198,429	75,767	16,399	14,924	448,966
Sampling and analysis	‐	‐	30,100	61,540	‐	‐	91,640
Drilling	‐	‐	141,356	92,350	‐	‐	233,706
Recoveries	‐	(20,000)	‐	‐	‐	‐	(20,000)
Nine months ended
September 30, 2020	144,947	(18,875)	992,787	318,334	49,863	20,290	1,507,346
Land management	3,188	4,938	6,353	13,600	19,305	13,964	61,348
Site admin/maintenance	8,482	‐	1,160,043	40,661	46,548	17,805	1,273,539
Geology	‐	‐	813,678	48,050	93,974	79,501	1,035,203
Geophysics	‐	‐	24,201	18,151	41,142	37,512	121,006
Sampling and analysis	‐	‐	292,477	95,543	16,278	13,478	417,776
Drilling	‐	‐	2,419,278	‐	‐	‐	2,419,278
Recoveries andgrants	‐	‐	(6,476)	(4,857)	(11,008)	(10,037)	(32,378)
Nine months ended
September 30, 2021	11,670	4,938	4,709,554	211,148	206,239	152,223	5,295,772

During the nine month period ended September 30, 2021, the Company received $32,378, pursuant to an application made with the Government of Nova Scotia in respect of the Nova Scotia Mineral Resources Development Fund (MRDF) grant for the Company’s airborne geophysics program during 2021. The Fund is designed to assist prospectors, exploration companies, and researchers employ post‐secondary students and support projects in the mining sector that attract investment and grow Nova Scotia’s economy and create jobs, especially in rural areas.

Reclamation and other deposits

The Company assumed reclamation security payments to the Department of Energy and Mines of Nova Scotia related to the Aureus Gold property which hosts a mill and tailings management facility. $225,000 was paid by Sprott in July 2020 to complete the scheduled payments totalling $1,500,000. The reclamation security deposit totals $1,500,000 as at September 30, 2021.

The Company assumed deposits of $117,185 with Nova Scotia Power upon the acquisition of the Aureus Gold properties. The deposits were refunded during the quarter ended September 30, 2021.

Accounts payable and accrued liabilities

Trade accounts payable and accrued liabilities were $1,151,542 as at September 30, 2021 (December 31, 2020 – $995,818).

‐ 18 ‐

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Lease liabilities

Lease liabilities
	September 30	December 31
	2021	2020
	$	$
Current portion of lease liability	73,061	119,467
Additions	121,219	29,768
Transfer from long‐term lease liability	54,044	57,943
Lease payments during the period	(138,532)	(150,795)
Interest expense on lease liability	24,029	16,678
	133,821	73,061
Non‐current lease liability	201,565	42,540
Additions	251,420	216,968
Transfer to current lease liability	(54,044)	(57,943)
	398,941	201,565

As at September 30, 2021, the Company is required to pay $186,373 (December 31, 2020 – $87,964) in undiscounted lease payments within the next twelve months and $300,095 (December 31, 2020 – $103,881) over the remaining term of the leases for a total of $486,468 (December 31, 2020 – $191,845).

During the three and nine month period ended September 30, 2021, the Company renewed its Toronto office lease and recorded a rent recovery of $19,919 (2020 – $16,286) and $54,795 (2020 – $48,859) for receipts related to the sub lease arrangement not included in lease liabilities, in the statement of loss and comprehensive loss.

Convertible note payable

On December 19, 2019, the Company issued a non‐interest bearing unsecured convertible promissory note of the Company to Sprott in the principal amount of $456,200. The Note was convertible at the option of Sprott into common shares of the Company at $0.50 per share (subsequently amended to $0.064 per share). The Note was due February 28, 2020 if the Acquisition did not close by then. Due to the short‐term nature of the Note, the principal amount of the Note approximated its fair value and the equity conversion feature was considered immaterial. On February 27, 2020, pursuant to the terms of the Note, Aurelius converted the outstanding $456,200 under the Note into 712,812 common shares of the Company at a conversion price of $0.64 per common share, concurrent with the closing of the Acquisition.

Reclamation obligation

The Company’s estimates of future decommissioning and restoration for reclamation and closure costs for its Aureus East property are based on reclamation standards that meet Canadian regulatory requirements. Elements of uncertainty in estimating these amounts include potential changes in regulatory requirements, reclamation plans and cost estimates, discount rates and timing of expected expenditures. The undiscounted amount of estimated cash flows required to settle the decommissioning and reclamation costs is estimated at $667,000. The Company has considered the first milestone of three years to settle the early payment option pursuant to the Acquisition of Aureus East property and accordingly accretion is nominal due to the low and offsetting inflation and risk‐free interest rates. The Company has recorded the undiscounted amount of estimate reclamation costs and will re‐ evaluate the estimated timing and value of outflows annually.

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Obligation upon acquisition of Aureus Gold Inc.

	$
Opening – January 1, 2020	‐
Additions (Note 4)	2,678,600
Settlement upon Sprott’s participation right	(1,183,426)
Effect of foreign currencychanges	(101,500)
Balance – December 31, 2020	1,393,674
Settlement upon Sprott’s participation right	(82,716)
Effect of foreign currencychanges	(5,276)
Balance – September 30, 2021	1,305,682

On July 19, 2021, the Company issued 133,191 common shares to Sprott Lending at a price of $0.41 per common share in consideration of a reduction of the First Deferred Payment under the Transaction Agreement, in connection with the private placement financings that closed in May 2021. $82,716 (US$64,891), being the value of the participation right exercise, was credited towards the First Deferred Payment and reduced the acquisition obligation. The difference between the issue price of the common shares and the fair value of the shares, being the closing price per share on that date of issue, resulted in a $25,306 gain on acquisition obligation settlement.

On November 30, 2020, in connection with a private placement, the Company issued 1,091,640 common shares to Sprott Lending at a price of $0.85 per common share, in connection with the exercise of its participation right to maintain its percentage shareholding of Aurelius under the Transaction Agreement. $930,963 (US$715,685), being the value of the participation right exercise, was credited towards the First Deferred Payment and reduced the acquisition obligation.

On October 1, 2020, the Company issued of 312,500 common shares to Sprott Lending at a price of $0.80 per common share in consideration of a reduction of the First Deferred Payment under the Transaction Agreement. $252,463 (US$189,950), being the value of the participation right exercise, was credited towards the First Deferred Payment and reduced the acquisition obligation. The difference between the issue price of the common shares and the fair value of the shares, being the closing price per share on that date of issue, resulted in a $31,250 loss on acquisition obligation settlement.

Share Consolidation

On May 4, 2021, the Company completed a consolidation of the outstanding capital of the Company on the basis of 10 existing common shares for one new consolidated common share. Immediately prior to the consolidation, the Company had 276,069,713 common shares issued and outstanding and immediately after the consolidation, the Company had 27,606,961 post‐consolidated common shares issued and outstanding. All share information in this MD&A with respect to prior periods has been restated to be presented on a post share consolidation basis.

Following the effective date of the share consolidation, each outstanding whole warrant of the Company will evidence the right of the holder thereof to acquire, in accordance with the terms of the warrant, 1/10 of a common share at the adjusted exercise price being the applicable warrant exercise price multiplied by 10. All outstanding warrant information in this MD&A has been restated to be presented giving effect to this share consolidation impact. No further action is required to be taken by a warrantholder in respect of the consolidation or the adjustment to the terms of the warrants.

Common share issuances, private placements and flow‐through premium liability

On July 19, 2021, the Company issued 133,191 common shares at a fair value of $54,608 to Sprott Lending upon private placements, in connection with the exercise of Sprott’s participation right to maintain its percentage

‐ 20 ‐

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

shareholding of Aurelius under the Transaction Agreement and was credited towards the First Deferred Payment and reduced the Obligation upon acquisition of Aureus Gold on the consolidated statements of financial position.

During May 2021, the Company closed of a non‐brokered private placement offering for gross proceeds of $6,040,987. The Company issued an aggregate of 9,393,503 common shares comprised of 3,995,041 common shares of the Company at a price of $0.60 per common share and 5,398,462 flow‐through common shares at a price of $0.675 per flow‐through common share. The Company paid cash finders’ fees of $237,466, being a commission of 7.0% of the gross proceeds in connection with certain subscriptions under the Offering and issued an aggregate of 371,392 compensation warrants, fair valued at $148,968, equal to 7.0% of the common shares and flow‐through common shares issued in connection with certain of those subscriptions. Each compensation warrant entitles the holder to acquire one common share at a price of $0.60 per common share and expire 18 months following the date of issue. Dundee Goodman Merchant Partners, a division of Goodman & Company, Investment Counsel Inc. (“Dundee”), a related party, entered into a finders’ fee agreements with the Company in respect of the Offering. The Company will pay Dundee $166,158, being a commission of 7% of the gross proceeds in connection with certain subscriptions under the Offering, and issue approximately 258,344 compensation warrants, equal to 7% of the Common Shares and Flow‐Through Shares issued in connection with those subscriptions. Total other cash transaction costs were $112,309.

The subscription agreement for the flow‐through common shares requires Aurelius to incur $3,643,962 of qualifying Canadian Exploration Expenses (“CEE”) and renounce the CEE to the flow‐through shares shareholders with an effective date of December 31, 2021. At the time of issuance, the excess price per unit of the flow‐through common shares over the fair value price per common share resulted in a flow‐through premium liability of $404,885 and reduced share capital by the same amount. Pursuant to incurring eligible flow‐through expenditures, the flow‐ through premium liability was reduced by $277,664 and was recognized into income during the nine month period ended September 30, 2021.

697,520 common shares of the Company were issued upon the exercise of warrants. Cash proceeds of $486,512 were received and the fair value of the exercised warrants of $85,241 was transferred from warrants and reserves to share capital during the year ended December 31, 2020.

During the nine month period ended September 30, 2021, the Company issued 100 common shares upon the exercise of warrants and 548,800 warrants expired unexercised.

On November 30, 2020, the Company closed a non‐brokered private placement financing and issued 1,764,700 flow‐ through common shares at a of $0.85 per flow‐through common share for aggregate gross proceeds of $1,499,995. Cash transaction costs related to the offering were $35,215 for regulatory and legal fees.

The subscription agreement for the flow‐through common shares requires Aurelius to incur $1,499,995 of qualifying Canadian Exploration Expenditures (“CEE”) and renounce the CEE to the flow‐through shares shareholders with an effective date of December 31, 2020. At the time of issuance, the excess price per unit of the flow‐through common shares over the fair value price per common share resulted in a $0.30 per share premium, and the Company recorded a flow‐through premium liability of $529,410 and reduced share capital by the same amount. Pursuant to incurring eligible flow‐through expenditures, the flow‐through premium liability was reduced to $nil and $494,166 was recognized into income during the nine month period ended September 30, 2021.

1,404,140 common shares were issued at a fair value of $1,209,144 to Sprott Lending upon private placements, in connection with the exercise of Sprott’s participation right to maintain its percentage shareholding of Aurelius under the Transaction Agreement and was credited towards the First Deferred Payment and reduced the Obligation upon acquisition of Aureus Gold on the consolidated statements of financial position.

On July 15, 2020, the Company closed a non‐brokered private placement financing and issued 4,513,000 common share units at a price of $0.50 per common share unit and 3,896,254 flow‐through units at a price of $0.55 per flow‐

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

through unit for aggregate gross proceeds of $4,399,460, on July 15, 2020. Each common share unit consists of one common share of the Company and one‐half of one common share purchase warrant, with each whole common share unit warrant entitling the holder thereof to acquire one Common Share at a price of $0.70 per common share for a period of twenty‐four (24) months following the closing of the non‐brokered private placement. Each flow‐ through unit consists of one flow‐through share of the Company and one‐half of one common share purchase warrant, with each whole flow‐through unit warrant entitling the holder thereof to acquire one common share at a price of $0.80 per common share until the warrant expiry date, on July 15, 2022.

Dundee, Sprott Capital Partners LP and Laurentian Bank Securities Inc. (together, the “Finders”) entered into finders’ fee agreements with the Company in respect of the non‐brokered private placement. The Company paid the Finders and certain other firms an aggregate of $291,213, being a commission of 7% of the gross proceeds in connection with certain subscriptions under the private placement, and issued an aggregate of approximately 556,822 compensation warrants, equal to 7% of the common share units and flow‐through units issued in connection with those subscriptions with a fair value of $441,839. Each compensation warrant entitles the holder to acquire one common share Unit at a price of $0.07 until July 15, 2022. Canaccord Genuity Corp., Haywood Securities Inc., Raymond James Ltd., Leede Jones Gable Inc., Pollitt & Co. Inc., Richardson GMP Limited, Echelon Wealth Partners Inc., PI Financial and RBC Dominion Securities Inc. have been paid cash and/or issued compensation warrants depending on participation level. Total other transaction costs were $84,985.

The subscription agreement for the flow‐through shares requires Aurelius to incur $2,142,940 of qualifying CEE and renounce the CEE to the Flow‐Through Shares shareholders with an effective date of December 31, 2020. At the time of issuance, the excess price per unit of the Flow‐Through Shares over the fair value price per share of the non flow‐through shares resulted in a $0.05 per share premium, and the Company recorded a flow‐through premium liability of $194,813 and reduced share capital by the same amount. Pursuant to incurring eligible flow‐through expenditures during the year ended December 31, 2020, the flow‐through premium liability was reduced $nil.

The Company issued 200,000 common shares to Nycon Resources, Inc., with a fair value of $50,000, upon acquisition of the Aureus West Project in Nova Scotia on May 5, 2020.

On February 27, 2020, the Company issued 1,787,187 Aurelius Shares to Sprott Lending on a private placement basis at a price of $0.064 per Aurelius Share pursuant to the closing of the Acquisition of Aureus Gold Inc. for gross proceeds of $1,143,800 and 712,812 common shares were issued to Sprott Lending to settle the $456,200 non‐ interest bearing convertible promissory note advanced to Aurelius by Sprott on an unsecured basis on December 19, 2019.

at a price of $0.064 per Aurelius Share pursuant to the closing of the Acq proceeds of $1,143,800 and 712,812 common shares were issued to Sprott interest bearing convertible promissory note advanced to Aurelius by Sprott 19, 2019.	uisition of Aureus Gold Inc. for gross Lending to settle the $456,200 non‐ on an unsecured basis on December
Flow‐through premium liability	$
Balance – December 31, 2019	‐
Flow‐through premium liability	724,223
Settlement of flow‐throughpremium to income	(230,107)
Balance – December 31, 2020	494,116
Flow‐through premium liability	404,885
Settlement of flow‐throughpremium to income	(771,780)
Balance – September 30, 2021	127,221

‐ 22 ‐

MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
	Three	months ended	September 30	Nine months ended September 30
	2021	2020	Change	2021	2020	Change
	$	$	$	$	$	$
Expenses
Exploration	1,890,064	932,056	(958,008)	5,295,772	1,507,346	(3,788,426)
Salaries and fees	185,314	190,462	5,148	748,039	463,612	(284,427)
Director fees	27,500	27,500	‐	82,500	82,083	(417)
Investor relations	48,968	28,318	(20,650)	218,463	62,838	(155,625)
Regulatory and transfer agent	2,472	34,680	32,208	41,011	53,104	12,093
Legal, audit and accounting	7,957	31,338	23,381	15,205	35,307	20,102
Office and miscellaneous	22,932	14,720	(8,212)	42,576	37,595	(4,981)
Rent (recovery)	(19,919)	(16,286)	3,633	(54,795)	(48,859)	5,936
Travel	28,149	23,696	(4,453)	33,732	54,086	20,354
Depreciation	56,763	38,436	(18,327)	167,857	106,161	(61,696)
Interest expense on lease
liability	12,260	3,724	(8,536)	24,029	12,047	(11,982)
Share‐basedpayment	‐	114,816	114,816	‐	375,210	375,210
	(2,262,460)	(1,423,460)	(839,000)	(6,614,389)	(2,740,530)	(3,873,859)
Interest income	5,520	2,074	3,446	6,808	7,411	(603)
Flow‐through premium liability	190,339	73,712	116,627	771,780	73,712	698,068
Gain on acquisition obligation
settlement	25,306	‐	25,306	25,306	‐	25,306
Foreign currency gain(loss)	(29,014)	50,190	(79,204)	7,195	53,881	(46,686)
Loss for theperiod	(2,070,309)	(1,297,484)	(772,825)	(5,803,300)	(2,605,526)	(3,197,774)

During the three and nine month periods ended September 30, 2021, the Company incurred a loss and comprehensive loss of $2,070,309 (2020 – $1,297,484) and $5,803,300 (2020 – $2,605,526), respectively. Expenses during the three and nine month periods ended September 30, 2021 were higher mainly due to increased exploration expenditures on the Company’s Nova Scotia properties with larger drilling programs, as well as increased corporate administration expenses to maintain a growing public company and a one‐time severance expense of $150,000 included in Salaries and fees. During the three and nine months ended September 30, 2021, the Company recorded a non‐cash foreign currency loss of $29,014 (2020 – gain of $50,190) and a gain of $7,195 (2020 – $53,881), respectively mainly due to the translation of the Company’s future contingent obligation relating to the purchase of Aureus Gold and future exploration success at the Aureus Gold Properties.

Pursuant to the adoption of IFRS 16 ‐ Leases, the Company recorded a rent recovery of $19,919 (2020 – $16,286) and $54,795 (2020 – $48,859) during the three and nine months ended September 30, 2021, respectively, for receipts related to a sub lease arrangement not included in lease liabilities.

Pursuant to qualifying flow‐through expenditures incurred during the nine month period ended September 30, 2021, the flow‐through premium liability was reduced by $771,780 and recorded in income as Recognition of the flow‐ through premium liability.

The operating losses are a reflection of the Company’s status as a non‐revenue producing mineral exploration company. As the Company has no main source of income, losses are expected to continue for the foreseeable future.

‐ 23 ‐

MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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SUMMARY OF QUARTERLY RESULTS

The following table summarizes information derived from the Company’s financial statements for each of the eight most recently completed quarters.

in thousands Sep 30 2021 Jun 30 2021 Mar 31 2021 $ $ $	Dec 31 2020 Sep 30 2020 Jun 30 2020 Mar 31 2020 Dec 31 2019 $ $ $ $ $
Net revenue nil nil nil Net loss (2,070) (2,116) (1,617) Cash and cash equivalents 2,045 4,229 1,375 Total assets 7,694 9,914 6,389 Deficit (20,670) (18,599) (16,539)	nil nil nil nil nil (1,891) (1,297) (827) (481) (303) 3,330 4,132 783 2,130 459 8,203 8,677 5,127 5,682 1,289 (14,924) (13,038) (11,740) (10,920) (10,439)

The Company’s operations are not driven by seasonal trends, but rather by reaching project milestones such as completing various geological, technical, environmental and socio‐economic objectives as well as closing the financings needed to fund the Company’s activities. Accordingly, the operating results of junior exploration companies typically demonstrate wide variations from period to period. These variances arise from fluctuations in such costs as share‐based compensation, level of exploration activity and costs expensed or costs incurred to assess opportunities to acquire new mineral property interests.

TRANSACTIONS WITH RELATED PARTIES

The consolidated financial statements include the financial statements of Aurelius Minerals Inc. and its subsidiary.

Key Management Personnel

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of executive and non‐executive members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key executives is determined by the Board of Directors having regard to the performance of individuals and market trends.

Compensation paid or payable to key management personnel for services rendered are as follows:

	Three month	Three month	Nine month	Nine month
	period ended	period ended	period ended	period ended
	September 30	September 30	September 30	September 30
	2021	2020	2021	2020
	$	$	$	$
Salaries and fees	248,250	252,750	768,334	647,833
Severance	‐	‐	150,000	‐
Short‐term employment benefits	1,500	1,500	4,500	4,500
Share‐basedpayment	‐	41,039	‐	266,654
	249,750	295,289	922,834	918,987

‐ 24 ‐

MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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The Company has related parties which consist of companies with directors and officers in common. The Company subleases a portion of its Toronto office space to Maritime Resources Corp. (“Maritime”), a corporation with common directors and officers. Maritime was also invoiced for reimbursement of direct third‐party purchases of certain office administration services.

certain office administration services.
Three month period ended September 30 2021 $ Three month period ended September 30 2020 $	Nine month period ended September 30 2021 $ Nine month period ended September 30 2020 $
Rent expense (recovery) (19,919) (16,286) Office and other expense(recovery) (1,431) (1,431)	(54,795) (48,859) (4,293) (4,113)
(21,350) (17,717)	(59,088) (52,972)

Included in accounts payable and accrued liabilities at September 30, 2021 is $239,365 (December 31, 2020 – $213,368) due to officers and directors, including the CEO and VP Exploration for expenses and fees of $47,282, and $192,083 for directors’ fees.

LIQUIDITY AND CAPITAL RESOURCES

The Company has no operations that generate cash flow. The Company’s future financial success will depend on the discovery of one or more economic mineral deposits or business opportunity. This process can take many years, can consume significant resources and is largely based on factors that are beyond the control of the Company and its management.

To date, the Company has financed its activities by the issuance of equity securities. In order to continue funding its exploration activities and corporate costs, exploration companies are usually reliant on their ongoing ability to raise financing through the sale of equity. This is dependent on positive investor sentiment, which in turn is influenced by a positive climate for the commodities that are being explored for, a company’s track record, and the experience and caliber of company's management. There is no assurance that equity funding will be accessible to the Company at the times and in the amounts required to fund the Company’s activities.

Working Capital

The Company had working capital of $1,863,317 as at September 30, 2021 (December 31, 2020 – $2,796,471) (see “Non‐IFRS Measures”). As at September 30, 2021, the Company is obligated to incur $1,144,984 of qualifying flow‐ through expenditures prior to December 31, 2022.

The Company has no debt, does not have any unused lines of credit or other arrangements in place to borrow funds, and has no off‐balance sheet arrangements. The Company has no current plans to use debt financing and does not use hedges or other financial derivatives.

The Company manages its liquidity risk (i.e., the risk that it will not be able to meet its obligations as they become due) by forecasting cash flows from operations together with its investing and financing activities. Expenditures are adjusted to ensure liabilities can be funded as they become due. Management and the Board of Directors are actively involved in the review, planning, and approval of significant expenditures and commitments.

Operating Activities

Cash used in operating activities was $6,711,957 for the nine month period ended September 30, 2021 (2020 – $1,749,037). The increased use in cash relates predominantly to exploration programs carried out at the Company’s exploration properties in Nova Scotia and general corporate activities incurred to manage a public resource company with exploration stage properties.

‐ 25 ‐

MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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Financing Activities

Financing activities during the nine month period ended September 30, 2021 resulted in cash inflows of $5,546,917 (2020 – $5,504,622) from the issuance of shares partially offset by the repayment of the lease liabilities.

Investing Activities

Investing activities during the nine month period ended September 30, 2021 resulted in cash outflows of $119,920 (2020 – $82,952) related exploration equipment purchases at the Aureus Gold exploration properties as compared to the comparative period where the Company assumed cash upon acquisition of Aureus Gold offset mainly by deferred acquisition costs and the purchase of the Aureus West property.

CONTINGENCIES

The Company may be subject to various contingent liabilities that occur in the normal course of operations. The Company is not aware of any pending or threatened proceedings that would have a material adverse effect on the financial position or future results of the Company.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents, receivables, deposits, accounts payable and accrued liabilities, and contingent obligation. Cash and cash equivalents is measured at fair value based on Level 1 of the fair value hierarchy. The fair values of receivables, deposits, accounts payable and accrued liabilities and approximate their book carrying values because of the short‐term nature of these instruments. The carrying value of the lease liability approximates its fair value as it bears interest that approximates market rates. The contingent obligation is measured based on Level 3 inputs and changes in its fair value are recorded in the statement of loss and comprehensive loss.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below.

Credit risk

Credit risk is the risk of a financial loss to the Company if a counter‐party to a financial instrument fails to meet its contractual obligation. The Company’s receivables consist primarily of tax receivables due from federal and provincial government agencies. The Company has no customers or trade receivables as at September 30, 2021. The Company does not have a significant concentration of credit risk with any single counter‐party. The Company’s cash is invested in interest bearing accounts at major Canadian chartered banks. Because of these circumstances, the Company does not believe it has a material exposure to credit risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The risk that the Company will realize a loss in cash is limited because the Company’s deposits are redeemable on demand.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances, asset sales or a combination thereof. The Company is exposed to liquidity risk.

The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. As at September 30, 2021, the Company had cash and cash equivalents totalling $2,045,416

‐ 26 ‐

MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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(December 31 2020 – $3,330,376) to settle current liabilities of $1,412,584 (December 31, 2020 – $1,562,995). Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

As at September 30, 2021 and December 31, 2020, the Company’s accounts payable and accrued liabilities have contractual maturities of less than 60 days and are subject to normal trade terms.

Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any off‐balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The discussion and analysis of Aurelius’ consolidated financial condition and results of operations are based upon its consolidated financial statements, which are prepared in accordance with IFRS. The preparation of the consolidated financial statements requires the Company to make estimates and judgements that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements for the three and nine months ended September 30, 2021 and are discussed in more detail in the Company’s audited consolidated financial statements for year ended December 31, 2020, which are available on SEDAR at www.sedar.com.

RISKS AND UNCERTAINTIES

The Company is subject to risks and challenges similar to other companies in a comparable stage of exploration. These risks include, but are not limited to, continuing losses, dependence on key individuals, and the ability to secure adequate financing to meet minimum capital required to successfully complete its exploration programs and continue as a going concern. While the Company has been successful in raising financing to date, there can be no assurance that it will be able to do so in the future. The operations of the Company are speculative due to the high‐ risk nature of its business. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described herein and in forward‐looking statements and forward‐ looking information relating to the Company. For a more comprehensive discussion of the risks and uncertainties faced by the Company, please refer to the Company’s MD&A as at December 31, 2020 filed on www.sedar.com.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The information included in the consolidated financial statements and this MD&A is the responsibility of management, and their preparation in accordance with IFRS requires management to make estimates and their assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of income and expenses during the reported period. Actual results could differ from those estimates.

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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DISCLOSURE OF SECURITIES OUTSTANDING

As at November 26, 2021, the following common shares, common share purchase options, broker warrants and common share purchase warrants were outstanding.

			Number of shares and
		Exercise price	number of shares on
	Expiry date	per share	exercise
Common shares			37,133,655
Common share purchase options	July 5, 2022	$ 1.20	260,000
Common share purchase options	March 5, 2023	$ 0.80	71,520
Common share purchase options	January 23, 2024	$ 0.60	400,000
Common share purchase options	May 8, 2025	$ 0.60	569,040
Common share purchase options	September 9, 2025	$ 1.00	82,500
Common share purchase options	September 23, 2025	$ 1.00	50,000
Common sharepurchase options	October 19,2026	$0.35	1,252,500
Common sharepurchase options			2,685,560
Common share purchase warrants	July 15, 2022	$ 0.70	2,256,500
Common share purchase warrants	July 15, 2022	$ 0.80	1,948,124
Common sharepurchase warrants	December 21,2022	$1.60	3,728,043
Common sharepurchase warrants(1)			7,932,667
Broker warrants	July 15, 2022	$ 0.70	556,822
Common share purchase warrants	November 4, 2022	$ 0.60	315,393
Common share purchase warrants	November 14, 2022	$ 0.60	56,000
Agent Unit Shares	December 21, 2022	$ 1.60	298,242
Agent warrants(2)	December 21,2022	$0.80	298,242
Broker warrants(1)			1,524,699

(1) Warrants entitle the holder to acquire common shares of the Company.

(2) The agent warrants are exercisable to acquire units at a price of $0.80 per unit for a period of five years, for common shares and common share warrants.

(3) See Share Consolidation section.

NON‐IFRS MEASURES

This MD&A refers to working capital, which is not a recognized measure under IFRS. This non‐IFRS performance measure does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other issuers. Management uses this measure internally to better assess performance trends and liquidity. Management understands that a number of investors and others who follow the Company’s business assess performance in this way. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

IFRS.
	September 30	December 31
	2021	2020
	$	$
Current assets
Cash and cash equivalents	2,045,416	3,330,376
Receivables	948,826	404,456
Prepaid expenses	154,438	130,518
	3,148,680	3,865,350
Current liabilities
Accounts payable and accrued liabilities	(1,151,542)	(995,818)
Currentportion of lease liability	(133,821)	(73,061)
Working capital	1,863,317	2,796,471

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MANAGEMENT’S DISCUSSION & ANALYSIS – FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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FORWARD‐LOOKING STATEMENTS

Certain of the statements made and information contained herein is “forward‐looking information” within the meaning of the British Columbia Securities Act, the Alberta Securities Act and the Ontario Securities Act. This includes statements concerning the potential to increase mineral resource and mineral reserve estimates, the anticipated benefits of the Acquisition and the Private Placements, the development of the Aureus Gold properties, and the Company’s plans to acquire new mineral property interests or business opportunities, which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward‐looking information. Generally, forward‐looking statements and forward‐looking information can be identified by the use of forward‐looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. All forward‐looking statements and forward‐looking information are based on reasonable assumptions that have been made by the Company as at the date of such information. Forward‐looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward‐looking information, including, without limitation, the ability of the Company to continue to be able to access the capital markets for the funding necessary to acquire and maintain exploration properties or business opportunities; global financial conditions, including market reaction to the coronavirus outbreak; competition within the industry to acquire properties of merit or new business opportunities, and competition from other companies possessing greater technical and financial resources; difficulties in executing exploration programs at the Mikwam, Lipton and Aureus Gold properties on the Company’s proposed schedules and within its cost and scheduling estimates, whether due to weather conditions, availability or interruption of power supply, infrastructure and mechanical equipment performance problems, natural disasters or pandemics in the areas where it operates, increasingly stringent environmental regulations, reclamation obligations and other permitting restrictions, consulting with or accommodating rights of First Nations groups or other factors related to exploring of its properties, such as the availability of essential supplies and services; factors beyond the capacity of the Company to anticipate and control, such as the marketability of mineral products produced from the Company’s properties, uncertainty as to whether mineral resources will ever be converted into mineral reserves once economic considerations are applied, uncertainty as to whether inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied, government regulations relating to health, safety and the environment, and the scale and scope of royalties and taxes on production; the availability of experienced contractors and professional staff to perform work in a competitive environment and the resulting adverse impact on costs and performance and other risks and uncertainties, including those described in each MD&A of financial condition and results of operations. In addition, forward‐ looking information is based on various assumptions including, without limitation, assumptions associated with exploration results and costs and the availability of materials and skilled labour. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward‐looking statements. Accordingly, readers are advised not to place undue reliance on forward‐looking information. Except as required under applicable securities legislation, Aurelius undertakes no obligation to publicly update or revise forward‐ looking information, whether as a result of new information, future events or otherwise.

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