Gold Finder Resources Ltd. — Management Reports 2021

Nov 19, 2021

==> picture [173 x 72] intentionally omitted <==

Management’s Discussion and Analysis Financial period ended September 30, 2021 Containing information as of November 18, 2021

GoldON Resources Ltd. • 179 – 2945 Jacklin Road, Suite 416, Victoria, BC, V9B 6J9 • Telephone (250) 474-7999

• 2 -

Caution Regarding Forward-Looking Information

Certain of the statements made and information contained herein and in the condensed interim financial statements is “forward-looking information” within the meaning of the Securities Act (British Columbia) and the Securities Act (Alberta). This includes statements by GoldON Resources Ltd. concerning exploration results, including deposit size, quantities, grades and contained metals, which are generally made on the basis of estimations and extrapolations from a limited number of samples, drill holes and assays. These estimations and extrapolations are subject to uncertainties which include but are not limited to uncertainties in connection with evaluating a deposit until the deposit has been extensively drilled on closely spaced centres. Should one or more of these underlying estimations or extrapolations prove incorrect, actual results may vary materially from those described in forward-looking statements.

Forward-looking statements contained herein also include the Company’s future operating costs and exploration plans at its mineral properties. These 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. 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 funding necessary for operating costs, to acquire and maintain exploration properties and to carry out its desired exploration programs; difficulties in executing exploration programs on the Company’s proposed schedules and within its cost estimates, whether due to weather conditions in the areas where it operates, increasingly stringent environmental regulations and other permitting restrictions, or the availability of essential supplies and services; and factors beyond the capacity of the Company to anticipate and control, such as the marketability of minerals, government regulations relating to health, safety and the environment, and the scale and scope of royalties and taxes on production. Should one or more of these risks or uncertainties materialize 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, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

Description of Business

GoldON Resources Ltd. (the “Company” or “GoldON”) is a junior exploration company listed on the TSX Venture Exchange. It is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable.

The Company owns the West Madsen Project located in the Red Lake gold camp, the Slate Falls Project located near Slate Falls in northwestern Ontario and the McInnes Lake property located north of Red Lake, Ontario. The Company also has options to purchase the Red Lake, Pakwash North and Red Lake North properties.

The following discussion and analysis of the operations, results and financial position of the Company should be read in conjunction with the condensed interim financial statements as of and for the period ended September 30, 2021 and the notes thereto (the “financial statements”). The financial statements are incorporated herein by reference.

• 3 -

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and unless otherwise cited, references to dollar amounts are Canadian dollars. The financial statements were prepared on a going concern basis, which presumes the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The Company had working capital of $820,674 on September 30, 2021 and has accumulated losses of $16,047,772 since incorporation. The Company’s ability to meet its obligations and maintain its operations is contingent upon additional financing or profitable operations in the future.

Overall Performance and Discussion of Operations

First Quarter Results

During the first quarter of its 2022 financial year, the Company’s net loss was $138,671, as compared with an $89,954 loss during the corresponding period last year. This $48,717 increase was caused primarily by a $20,000 non-cash unrealized loss on investments during the quarter, a $10,441 increase in professional fees relating to the year-end audit, an $8,636 increase in promotional costs and an $8,426 decrease in other income relating to the non-cash derecognition of a flow-through share premium.

Cash Flow

As of the September 30, 2021 quarter end, the Company had cash and cash equivalents of $828,030 as compared with $798,181 at the beginning of the period – an increase of $29,849. Of this total, $91,207 of cash was realized from operations and $61,358 was used for the acquisition and exploration of the Company’s gold projects.

For a detailed breakdown of exploration and evaluation assets for the first quarter of the 2022 financial year on a property-by-property basis as well as for the preceding year, refer to the Condensed Interim Schedules of Exploration and Evaluation Assets accompanying the financial statements.

General

The Company continues to pursue the exploration of its 100%-owned West Madsen, Slate Falls and McInnes Lake gold projects, and its optioned Red Lake and Red Lake North gold projects. In general, gold prices appear to have stabilized this autumn and remain historically strong. Many analysts expect gold prices to remain stable or strengthen in the long term, so the Company plans to continue its strategy of advancing its mineral properties to add shareholder value.

Current global uncertainty with respect to the COVID-19 pandemic and its effect on the Canadian economy and financial markets may have significant and as-yet unpredictable effects on the Company. While the impact remains unknown, ongoing spread of the virus and periodic future recurrences may have a material adverse effect on economic activity and could affect exploration plans, disrupt metals and financial markets, and affect other factors relevant to the Company.

• 4 -

Summary of Unaudited Quarterly Results

	2022		2021	2021			2020
	1stQuarter	4thQuarter	3rdQuarter	2ndQuarter	1stQuarter	4thQuarter	3rdQuarter	2ndQuarter
Revenue	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Operating loss	(118,935)	(137,012)	(177,657)	(241,236)	(98,380)	(67,015)	(93,590)	(581,677)
Net income (loss)	(138,671)	(124,850)	(161,976)	(159,648)	(89,954)	49,994	(93,590)	(523,752)
Net loss per share	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	0.00	(0.01)	(0.03)

Variations in operating loss from quarter to quarter typically result from increases or decreases in exploration and property acquisition activity. During periods of greater activity, professional fees, consulting fees, costs relating to regulatory approvals, and travel and promotion costs will typically increase.

During the second quarter of 2020, non-cash share-based compensation resulted in a marked increase in the operating loss. A non-cash flow-through recovery relating to derecognition of a flow-through share premium also served to reduce 2020’s second and fourth quarter net losses and 2021’s second, third and fourth quarter net losses.

The quarterly results summarized herein were prepared in accordance with International Financial Reporting Standards and are expressed in Canadian dollars.

Liquidity and Capital Resources

The Company does not yet generate positive cash flow from operations and is therefore reliant upon the issuance of its own common shares to fund its operations. As of the date hereof, the Company is adequately funded for the short term. To continue to fund operations and to undertake its longer-term exploration plans, the Company must raise new equity capital. There is, however, no certainty that such financings will be completed.

The Company has no debt obligations and no commitments other than as described herein and in its financial statements. Management expects that the Company presently has enough working capital to fund operating costs through at least June 2022.

Mineral Exploration Activities

West Madsen Gold Project

In May 2019, the Company entered into an agreement for the option of the West Madsen Gold Project and in September 2021 the Company exercised that option. The West Madsen Gold Project comprises two contiguous claim blocks – Blocks A and B – each roughly six kilometres by three kilometres in size for a total area of 5,170 hectares. It is a newly identified geological continuity of the greenstone belt within the Balmer and Confederation assemblages. Block A is contiguous with Pure Gold’s Madsen Project, which is host to the historical Madsen and Starratt Olsen gold mines.

In December 2020, the Company purchased the Flat Lake and the Madsen-Medicine Stone claim groups that adjoin Block A of the West Madsen Property. Specifically, t he southern boundary of the 692-hectare Flat Lake Claim Group adjoins the West Madsen – Block A, while the eastern claim boundary adjoins the Pure Gold Red Lake Mine property. Notably, Pure Gold’s Russet South deposit and Wedge zone lie approximately 400 metres northeast and 300 metres southeast, respectively, of the Flat Lake eastern claim boundary. The north, west and southern claim boundaries of the 170-hectare Madsen-Medicine Stone Claim Group adjoin West Madsen

• 5 -

• Block A, while the eastern claim boundary adjoins Pure Gold’s property within 1 km of their Wedge zone.

2020 Phase I Drilling Program

In June 2020, the Company completed a drilling program at the West Madsen gold property that tested targets trending east-west that run sub-parallel to magnetic lineaments on Block A of the Property within a larger structural corridor interpreted to be the major structural break between the Balmer and Confederation assemblages. This break is a significant geological and structural contact associated with known gold deposits on the adjacent Pure Gold property and the producing mines in the Red Lake Camp. Mineralization hosted on adjacent and/or nearby properties is not necessarily indicative of the mineralization hosted on the West Madsen property.

A total of seven drill holes (2,237.25 metres) were completed during this initial program. Drill hole WM-20-05 intersected 14.4 g/t gold over 0.5 metres hosted by strongly altered mafic volcanic rocks of Balmer Stratigraphy, with observed visible gold. The mineralization is characterized by a blue-grey quartz amphibole calcite vein, within an interval of highly strained mafic volcanic rocks, that are in contact with a package of ultramafic rocks. The observed mineralization is analogous to some of the mineralized intervals observed at the Pure Gold property.

This was the first time that the Balmer Assemblage has been identified in drill core on the Property and clearly defines a new prospective exploration corridor extending west from Pure Gold’s Wedge Zone. Two holes (WM-20-05 and WM-20-06) tested this corridor with a nominal spacing of 500 metres between the collars and the Balmer stratigraphy was observed in both holes. Several other holes intersected elevated gold values, variably hosted within felsic volcanic rocks, and will be considered for future exploration targets. A summary of the assay results is as follows:

Hole	From (m)	To (m)	Gold (g/t)	Width (m)
WM-20-05	246.80	247.30	14.40	0.50
WM-20-05	334.00	335.00	0.69	1.00
WM-20-01	202.60	203.60	1.43	1.00
WM-20-03	220.00	221.00	0.57	1.00
WM-20-03	111.00	111.50	0.52	0.50

QA/QC and Core Sampling Protocols

Drill core was logged and sampled in a secure core storage facility located in Red Lake, Ontario. Core samples were cut in half, using a diamond cutting saw, and were analyzed at Activation Laboratories Ltd. (Actlabs) in Thunder Bay, ON. All samples were analyzed for gold using a standard 50 g Fire Assay-AA technique. Samples returning over 10.0 g/t gold were analyzed utilizing standard 50 g Fire Assay-Gravimetric methods. Certified gold reference standards and blanks were routinely inserted into the sample stream, as part of GoldON’s quality control/quality assurance program (QAQC). No QAQC issues were noted during this program.

2020 Geophysical Interpretation

In October 2020, the Company received a geophysical interpretation report on the West Madsen Project. Paterson, Grant and Watson Limited (“PGW”) was contracted to provide a detailed analysis and interpretation of a 50-metre line-spaced airborne magnetics survey, completed on the Block A and B claims in 2017 by Great Bear Resources.

The PGW report included a detailed lithological and structural interpretation of the property. In conjunction with the regional mapping, rock sampling, regional Soil-Gas-Hydrocarbon survey and

• 6 -

the recent drilling program, the datasets present a compelling exploration target. Based on these datasets, and with the recent addition of the Madsen-Medicine Stone claim group, the prospective Balmer Assemblage/Confederation assemblage contact is interpreted to traverse across GoldON’s property for approximately 8 kilometres. This prospective contact is a key target in the Red Lake Greenstone Belt and is spatially associated with most of the current and past producing gold mines. The PGW report was combined with the data collected from field programs completed to date and the Phase II drilling program was designed to test several new targets across Block A of the West Madsen Property.

2020-2021 Phase II Drilling Program

In April 2021, the Company completed its Phase II diamond drilling at its West Madsen Gold Project. Highlights from the program included:

• The Balmer Assemblage rock package hosts most of the current gold resources and historical gold production in the Red Lake Greenstone Belt and Phase II drilling was successful in identifying rocks of the Balmer Assemblage in ten of the sixteen holes.

• Predictable intersections of Balmer Assemblage extrusive mafic to ultramafic volcanic rocks that display textures, alteration and mineralization identical to those hosting gold mineralization at the Pure Gold mine. Observed thicknesses of this stratigraphy suggest a widening to the west and down-dip.

• Gold values within the Balmer rocks are consistently elevated above background levels with assays up to 5.72 g/t over 0.50 m returned from a newly recognized corridor of highly strained and altered basalt that structurally, mineralogically and geochemically resemble other goldbearing rocks within the Red Lake Greenstone Belt.

• Porphyritic felsic volcanic rocks within the Confederation Assemblage that returned a broad intercept of anomalous gold values (up to 0.51 g/t over 10.90 m within hole WM-21-22, Table 1) are similar to those that host the No. 1 Vein target on the Pure Gold property (see Pure Gold’s news release of March 4, 2021). This may indicate the presence of broad low-grade gold mineralization, which is becoming increasingly relevant in the Red Lake Camp.

• Newly documented high-strain felsic volcanic rocks in the Confederation Assemblage rock package contain sphalerite and arsenopyrite mineralization and bear textural, mineralogical and genetic similarities to other gold-bearing felsic volcanic rocks.

The Phase II program was designed to test the newly identified corridor of Balmer Assemblage stratigraphy that was recently discovered to host high-grade gold by expanding on the reconnaissance drill program carried out in the summer of 2020. A total of 7,041 metres (m) were drilled over the course of sixteen drill holes and targeted an east-west structural corridor interpreted to be separating the Balmer and Confederation assemblages. This break is a significant geologic structure in the Red Lake Greenstone Belt and is strongly associated with gold mineralization at the neighbouring Pure Gold mine, which produced its first gold in over a decade in December 2020. This phase of drilling was successful in identifying rocks of the Balmer Assemblage in ten of the sixteen holes.

• 7 -

		- 7 -
Hole	From (m)	To (m)	Gold (g/t)	Width*(m)
WM-21-19	259.70	260.20	5.72	0.50
WM-21-13	411.90	412.60	3.055	0.70
WM-21-23	344.50	346.90	0.75	2.40
WM-21-14	235.50	236.20	0.509	0.70
WM-21-15	396.50	397.00	0.438	0.50
WM-21-22	156.00	166.90	0.51	10.90

Table 1: Notable gold assays from West Madsen Phase II drill program. Widths are drill indicated core lengths. True widths are interpretated to be 80-95% of core length.

The increasingly well-defined package of Balmer rocks presents abundant targets for future diamond drilling. A notable increase in the intensity of biotite alteration, which is strongly associated with gold mineralization at the Pure Gold mine, is observed moving eastward of WM20-05 towards WM-20-19 where the highest assay of this phase was intersected. Moving west of the high-grade intercept of WM-20-05, the thickness of Balmer Assemblage apparently widens and coincides with a large magnetic high underlying Tack Lake. Additionally, a large fault zone (up to 60 m apparent thickness) was encountered in WM-21-17 and may have acted as a conduit for gold-bearing fluids within this area of the Property. Due to the multitude of other targets included in this phase, this area did not receive further drilling and remains one of the most interesting regions on the Property.

The complex structural geology and geochemistry of this area warrant a more detailed analysis before further drilling may be optimized. Plans are in progress for a structural evaluation of the data gathered from oriented core to help determine if there are structural controls on the gold intercepts returned so far. Surface exposures of the Balmer Assemblage are limited on the Property, only being recorded within a series of historic trenches in a block of claims acquired from Bounty Gold in 2020. The structural data gathered from these trenches will be compared with the oriented drill core measurements for further comparisons to be drawn.

The felsic volcanic rocks of the Confederation Assemblage are receiving a renewed focus of exploration efforts (e.g., Pure Gold’s No. 1 Vein; see Pure Gold’s news release of March 4, 2021) since the discovery of Great Bear Resources’ LP stratigraphy at the Dixie Lake property in 2019. The large size of the West Madsen land package allows for abundant surface work to be conducted within the Confederation Assemblage. Several new styles of strained and mineralized felsic volcanic rocks were documented during Phase II drilling and GoldON may take the opportunity to explore these rocks while the data from the drilling in the Balmer Assemblage is being interpreted.

QA/QC and Core Sampling Protocols

Drill core was logged and sampled in a secure core storage facility located in Red Lake, Ontario. Core samples were cut in half, using a diamond cutting saw, and were analyzed at Activation Laboratories Ltd. (Actlabs) in Thunder Bay, ON. All samples were analyzed for gold using a standard 50 g Fire Assay-AA technique. Samples returning over 10.0 g/t gold were analyzed utilizing standard 50 g Fire Assay-Gravimetric methods. Certified gold reference standards and blanks are routinely inserted into the sample stream, as part of GoldON's quality control/quality assurance program (QAQC). No QAQC issues have been noted during this program.

Ian Russell, P. Geo., an independent qualified person as defined in National Instrument 43-101, has reviewed and approved the technical contents herein on behalf of the Company.

• 8 -

Slate Falls Project

The Company owns 82 cell mineral claims covering approximately 5,656 hectares located five kilometres northeast of the community of Slate Falls, 90 kilometres west of Pickle Lake, 120 kilometres north of Sioux Lookout and 160 kilometres east of Red Lake. The community of Slate Falls is accessible by an all-weather road and regionally the area is well traversed by logging roads and trails. Slate Falls is also accessible by float- or ski-equipped plane charters from Pickle Lake, Sioux Lookout or Red Lake.

The Slate Falls Project is located between the Red Lake and Pickle Lake Gold Camps in the Patricia Mining Division and covers stratigraphy that is similar to and contemporaneous with the stratigraphy which hosts the past-producing (September 1988 to March 1997) Golden Patricia Gold Mine, 30 kilometres to the northeast.

The property is composed of mafic metavolcanic rocks deposited in a submarine environment. The mafic metavolcanics are intruded by gabbroic sills, mafic to ultramafic intrusive bodies and felsic quartz-feldspar porphyry dykes and stocks. The felsic North Bamaji Pluton occurs along the north shore of North Bamaji Lake. The greenstone belt has undergone two generations of regional folding and shearing to form the Bamaji shear zone. The Rockmere-Wesleyan synform strikes east-west across the length of the Property with an eastwardly plunging fold axis (Wallace, 1985, GR232). The fold axis of an antiformal structure strikes northeast from the central-northern part of the Property near the Sanderson zone. The shear zones which host quartz veins and sulphide mineralization strike east-west with sub-vertical dips.

2020 Geophysical Program

In April 2020, the Company began its next phase of exploration for the Slate Falls property with a property-wide airborne magnetometer (MAG) survey. Prospectair Geosurveys was contracted to complete the heliborne high-resolution MAG survey that included 50 metre flight line spacings for a total of 1,563-line kilometres to cover the entire property.

Orix Geoscience subsequently completed a structural study incorporating the 2020 MAG survey data with all known lithological and mineralogical information and structural measurements. The result of the Orix study is a far better understanding of the geological and structural framework of the Property.

Results of the data compilation and reinterpretation study are as follows:

1. A vastly improved geological map that has turned a ‘sea of green’ into a concise stratigraphic and folded layering of various volcanic, ultra-mafic and felsic intrusive lithologies.

2. Extension of the greenstone belt into previously interpreted bounding felsic intrusive plutons.

3. Three deformational events (D1, D2 and D3).

4. Late syn- to post D3 structures.

5. Increased knowledge in the relationship between structure and known mineralization.

Many important mineralized zones are in/or proximal to either major early D2 generally dextral east-west shear zones or splays. Similarly, the intersection of late D3 north northeast striking structures with early D2 east-west structures appears to control the mineralized zones structurally by creating or enhancing dilatational sites. Areas along the strike of the major shear zones as well as fault intersections are key potential target areas for future exploration.

• 9 -

In August 2020, a National Instrument 43-101 technical report was prepared based on the compilation of all historical geological, geochemical and geophysical data into GIS referenced layers needed for methodical and diligent well-vectored exploration. The structural complexity of the Property and its relation to the known metal occurrences was interpreted and addressed by a competent structural geologist. The high-resolution heliborne magnetic survey discussed above aided greatly in this structural interpretation and has identified new areas that need to be investigated further by prospecting, sampling and mapping.

The technical report recommended a Phase 1 exploration program summarized below:

1. The FTM Zone (traced for 500 m) now appears to be associated with a fold axis proximal or along a felsic intrusive. This brittle environment crosscut by north northeast structures can provide important traps and pathways for mineralization and thus presents a horizon as a target with high merit.

2. Probable ultra-mafic bodies were better defined by the airborne magnetic survey and associated cross-cutting structural features make these lithologies conducive for possible remobilized Cu-Ni mineralization. Structurally damaged ultra-mafic bodies in the Uchi Subprovince are also important hosts for gold mineralization.

3. The extent of volcanic assemblages and possible F2 fold axes in the Scanes Pluton not previously mapped or recognized is also a target of high merit for gold, Ni-Cu- PGE or even VMS-type mineralization.

4. Gold mineralization associated at the Fly Zone in a sericite-amphibole schist in contact with an iron formation and associated structure is another target of high merit. Crosscutting structural features should be investigated for sulphidation of magnetite, grunerite (amphibole) alteration and shear related quartz veining as a banded iron formation hosted gold deposit model.

5. Structures hosting polymetallic mineralization whether in volcanic packages or within syndeformational felsic rocks such as the North Bamaji Pluton on the western side of the property should be investigated for a possible Archean-related Au-(Cu) porphyry model deposit.

The complete report, entitled NI 43-101 Technical Report: Slate Falls Property and dated August 7, 2020, is available on SEDAR.

The technical information relating to the fieldwork was reviewed and approved by Mike Kilbourne, P. Geo, an independent qualified person as defined in National Instrument 43-101.

Red Lake Properties

In June 2019, the Company entered into an option agreement to purchase two properties in the Red Lake Mining District of northwestern Ontario.

Pipestone Bay Claim Group

The Pipestone Bay claim group comprises 914 hectares within the Red Lake Greenstone Belt and is located 32 kilometres west of the town of Red Lake.

The Pipestone Bay area has been explored since the early 1920s and the area south-southeast of the property is host to numerous Ontario Geological Survey mineral occurrences that largely consist of high-grade gold within sulphidized, sheared and quartz-veined iron formation.

• 10 -

Located within the property is the 991 Zone, a deformation zone that extends for over 5 kilometres across the property. Discovered by Redstar Gold in 2004, the 991 Zone is a 200-metre-wide alteration zone within a felsic stratigraphic horizon hosting high-grade gold veins proximal to a folded ultramafic horizon. Drilling intersected anomalous gold and copper values within the deformation zone which appears to contain a D2 structure, an important structural fold-axis catalyst to gold mineralization in the Red Lake Camp. Follow-up drilling was recommended at more optimal directions but was never performed.

Topography of the claim group is relatively flat with local areas of relief with outcrop exposure approximately 10%. Access is excellent via MacIntosh Road.

The Company completed a heliborne high-resolution magnetometer (MAG) survey in 2020 to cover the Property and in August 2020, Orix Geoscience completed a geological data compilation and reinterpretation study. The Property has many similar geological characteristics that make the Red Lake Greenstone Belt such a prolific gold camp. These include deformation zones, thrust faults, folded iron formation, Balmer Assemblage ultra-mafic lithologies, an unconformity, alteration (potassic, silicic, carbonate), high-grade gold veins and disseminated copper mineralization.

The results of the Orix study are a greater understanding of the geological and structural framework of the Property as summarized below:

1. A wide zone of low magnetic intensity occurs at the contact of mafic-ultramafic units with northern felsic intrusive rocks is the western continuation of the Pipestone Bay – St. Paul Bay Deformation Zone with possible dextral shearing.

2. Two phases of deformation (D1 and D2) are identified in the surface reinterpretation causing F1 and F2 folds.

3. Late faults and shear zones dominantly strike north-northwest and north-northeast, crosscut and locally displace the early structures.

4. The 991 Showing is possibly controlled by an early E-W structure that is likely a second-order structure to the Pipestone Bay – St Paul Bay Deformation Zone.

5. Other notable mineralization occurs in iron formation units or proximal to fault intersections.

The Property’s primary target is the 991 Zone which consists of narrow pyrite, chalcopyrite bearing quartz veins within a brecciated felsic volcanic unit in contact with a folded ultra-mafic horizon. Past work on the Property by Redstar Gold Corp. confirmed visible gold occurs in several veins with grab samples yielding 22.27 grams per tonne (g/t) Au. In 2004, Redstar drilled a single hole (RGC-004) that was collared into an ultramafic unit north of the 991 Zone and drilled to the south. The hole intersected a 200-metre-wide zone of strongly quartz and sericite altered felsic stratigraphy with pyrite and chalcopyrite stringer mineralization and anomalous (>100 ppb) gold values.

Sampling completed on the 991 Zone by GoldON in May 2020 confirmed high-grade gold mineralization with seven grab samples ranging in value from 0.006 g/t Au to 44.9 g/t Au. Grab samples are selected samples and are not necessarily representative of the mineralization hosted on the property. Two high-priority diamond drill holes have been recommended by Orix to target the 991 Zone mineralization and related structure. GoldON has received exploration and drilling permits for the Property.

• 11 -

QA/QC Protocol

Rock grab samples were personally collected by Bruce MacLachlan, P.Geo. (Limited), secured with zip ties and remained in his custody until personally delivered to ALS Laboratories (ALS) in Timmins, Ontario for sample preparation. Analysis was performed at ALS in Vancouver, BC. Primary analytical methods by ALS for Au were Au-AA23, a 30-gram Fire Assay with an ICP-OES finish. Over-limits for Au beyond 10 ppm where then analyzed using method Au-GRA21, a lead fusion fire assay method with a gravimetric finish. ALS practices stringent Quality Control Protocols with the insertion for exploration and ore grade samples which includes sample reduction blanks and duplicates, method blanks, weighted pulp replicates and reference materials. There were no QA/QC failures in the above sample batch. Grab samples are selected samples and not necessarily representative of the mineralization hosted on the property.

McDonough Claim Group

The McDonough claim group comprises 69 full and partial cells covering 1,062 hectares within the Red Lake Greenstone Belt. The claim group is located 15 kilometres north of the town of Red Lake and is contiguous with Rubicon Minerals’ Slate Bay gold property.

The property straddles a regional unconformity, a key structural signature of many mines within the Red Lake Greenstone Belt. Regional interpretational mapping by the Ontario Geological Survey returned metasediments and felsic volcanics; however, a limited four-hole drilling program by Pure Gold Resources in 1987 intersected a variable stratigraphic horizon including strongly altered (biotite, silica and carbonate) felsic tuffs, gabbro, mafic volcanics, chert iron formation and feldspar porphyry. Despite hosting ample exploration targets and several geological characteristics typical of Red Lake gold deposits and other deposits in the Uchi Subprovince, there has been limited exploration on the property.

Topography of the property is relatively flat with outcrop exposure less than 10%. Much of the area has been logged over the last 15 years leaving a network of trails with excellent access via Pine Ridge Road.

2020 Geophysical Program

In May 2020, the Company completed a property-wide airborne magnetometer (MAG) survey on the McDonough property. The heliborne high-resolution MAG survey included 50-meter flight line spacings for a total of 550-line kilometres to cover the property. Preliminary data from the MAG survey showed several interesting circular magnetic features as well as a clear fault that cuts through the mag signal.

==> picture [323 x 161] intentionally omitted <==

Figure 1: McDonough property claim map

The Company’s next steps will include the completion of additional soil sampling grids to follow up on encouraging results received in 2019 as well as prospecting the new areas of interest identified from the MAG survey. Recent logging on the claims has provided even greater access to some of the key portions of the claim block.

• 12 -

In September 2020, Orix Geoscience completed a geological data compilation and reinterpretation study on the McDonough property incorporating the 2020 MAG survey data with all known lithological and mineralogical information and structural measurements. The result of the Orix study is a far better understanding of the geological and structural framework of the Property.

==> picture [468 x 250] intentionally omitted <==

Figure 2: McDonough regional geology and structural interpretation with gold-in-soil sample results

Results of the data compilation and reinterpretation study were as follows:

1. Good correlation of anomalous soil samples up to 253 ppb along the contact of an iron formation clast dominated conglomerate and intermediate to felsic volcanic suite at the intersection of north-northeast (NNE) and north-northwest (NNW) structures.

2. Two phases of deformation (D1 and D2) were identified in the surface reinterpretation causing F1 and F2 folds.

3. Late faults and shear zones dominantly strike NNW and NNE, crosscut and locally displace the early structures.

4. The presence of iron formation which has been broadly locally folded and displaced by late structure.

5. A wider range in lithological types and greater definition of contacts.

A primary target area has now been identified within the Property where elevated soil samples overlay the contact between an iron-formation clast dominated conglomerate (Huston Assemblage) and intermediate to felsic volcanics at northeast and northwest intersecting structures. The Huston Assemblage has been compared to the Timiskaming conglomerates commonly associated with gold in the Timmins camp of the Abitibi greenstone belt (Dube et al, 2003). The structural environment is key to forming pathways for gold-bearing hydrothermal fluids and the iron contained in the clasts should provide chemistry to precipitate gold-bearing sulphides. The presence of iron formation that has been structurally disrupted also provides a target of merit

• 13 -

as an Archean-hosted iron formation gold hosted deposit model similar to the Musselwhite, Pickle Crow and Beardmore-Geraldton gold camps that are also located in Ontario.

Reconnaissance soil sampling completed by GoldON in 2019 and 2020 on the Property ranged in values from 1-253 ppb Au.

2021 Geophysical Program

The Company completed a 7.68 line-km IP survey in March 2021 with the objective of testing chargeability and resistivity responses over gold-in-soil anomalies that were coincident with a regional unconformity.

The IP survey, interpreted by Dynamic Discovery Geoscience, defined a total of 23 chargeable IP axes. The chargeable responses coincide very well with the McDonough gold-in-soil anomalies where A-horizon soil samples returned values from 2 – 229 ppb over an iron formation clast supported conglomerate in an unconformable contact with mafic volcanics (Figure 3). The conglomerate belongs to the Huston Assemblage, which is proximal and associated with the Cochenour, Campbell and Red Lake mine complex 15 km to the south.

==> picture [466 x 151] intentionally omitted <==

Figure 3: McDonough IP anomaly axes over geology with gold-in-soil results

Mike Kilbourne, P. Geo., an independent qualified person as defined in National Instrument 43101, has reviewed and approved the technical contents herein on behalf of the Company.

Pakwash North Property

In March 2019, the Company entered into an option to purchase the Pakwash North Property, which consists of 152 cell mining claims covering approximately 3,103 hectares in an underexplored area of the Uchi Greenstone Belt.

The Property adjoins BTU Metals’ (“BTU”) Dixie Halo property, where they are actively drilling a potentially new volcanogenic massive sulphide (VMS) system called the TNT Target Cu-Au-Ag discovery. The Property is also approximately 11 kilometres (km) southeast of the multiple highgrade gold discoveries Great Bear Resources has made on its Dixie property, and shares its southern boundary with Great Bear’s Pakwash property. Ontario provincial Highway 105 runs through the Property providing excellent access to and from infrastructure with the town of Red Lake located approximately 36 km northwest.

Geologically, the Property appears to host the same lithologies encountered in the drill program ongoing by BTU. Rock types intersected in their drilling to date include highly altered and bleached

• 14 -

basalt, rhyodacite tuffs and flows as well as felsic and mafic intrusive bodies. According to the Ontario Geological Survey regional map in this area, similar rock types can be expected to be beneath the extensive overburden cover on the Property.

Michael Kilbourne, P.Geo., an independent Qualified Person as defined in National Instrument 43-101, reviewed and approved the technical contents herein.

Option Granted to BTU Metals Ltd.

In March 2021, the Company entered into an agreement with BTU Metals Ltd. granting BTU an option to acquire up to an 80% ownership interest in the Pakwash North property. To exercise its option, BTU must pay to GoldON cash totalling $75,000, issue 1,400,000 common shares of BTU, and incur exploration expenditures on the property not less than $1,000,000 over three years. BTU, at its discretion, may elect to stay at certain, fixed percentages over the course of the option, at which time a definitive joint venture agreement will be entered into by the companies.

McInnes Lake Property

In February 2021, the Company staked the McInnes Lake property, which comprises 31 contiguous claims covering 11,424 hectares located 117 kilometres north of Red Lake, Ontario.

==> picture [326 x 195] intentionally omitted <==

Figure 4: Regional map with location of McInnes Lake & GoldON's Other Properties

Results from the Company’s initial mapping and sampling program reveal the discovery of five new gold showings in a variety of environments not historically recorded within the entire greenstone belt.

Highlights include:

 A grab sample of a 10centimetre quartz vein within granodiorite with 1% pyrite returned 3.56 g/t Au, 3135 ppm As, 1% Zn, and 1212 ppm Pb. This is the

highest recorded gold sample in the belt and appears to be polymetallic veining within a granodiorite body.

• Sampling of unsampled drill core from a hole drilled by Cominco in 1979 returned values up to 400 ppb Au from biotized mafic volcanics with 0.5% fine pyrite and pyrrhotite. The core was located on an island at a Cominco core storage location indicated by an assessment report map in a large heap and partially identifiable by tags.

• Grab samples of weakly sheared, hematized sandstone with quartz stringers and trace pyrite and chalcopyrite returned from 70 to 244 ppb Au in outcrop and angular float boulders separated by over 700 m. This is a newly recognized host for gold mineralization in the McInnes greenstone belt and may be extensive along strike.

• 15 -

• Banded iron-formation hosted gold mineralization in angular float boulders with samples returning up to 269 ppb Au and up to 1.28% Cu and 22.58 ppm Ag. Iron formation hosted gold deposits in Canadian Archean greenstone belts are and have been important gold production contributors (Musselwhite, Pickle Lake gold camp, Geraldton gold camp, and Meadowbank).

• A grab sample of mafic metavolcanic schist with 7-10% pyrite returned 444 ppb Au as well as 0.34% Cu and 0.32% Zn, suggestive of a VMS environment.

Grab samples are selective in nature and not necessarily representative of the mineralization on the Property.

Comprised of a volcanic-sediment package of rocks representing a back-arc environment ‘sandwiched’ in between two opposing granitic masses, age-dating of the McInnes Lake Greenstone Belt volcanic rocks has determined they are 2.93-2.97 billion years old representing Balmer Assemblage aged lithologies (OGS P3589). The Balmer Assemblage is host to the gold mines of the Red Lake Camp.

Orix Geoscience was engaged to compile and analyze historical data to create a 2D GIS compilation and geologically assess the Property for exploration targets of high merit and recommend an exploration strategy. Orix identified four prominent regional features through compilation and the interpretation of an Ontario Geological Survey (OGS) conducted airborne magnetic and VLF-EM survey in 2008.

The initial fieldwork consisted of prospecting, mapping, and lake sediment sampling which focused on the four core areas identified by Orix in the vastly underexplored claim package. The fieldwork was carried out by Emerald Geological Services led by Bruce MacLachlan, whose longstanding career has been instrumental in the discovery of the Eagle River gold mine located in the Mishibishu greenstone belt currently being mined by Wesdome and the Sugar Zone located east of Hemlo currently being mined by Harte Gold.

Mike Kilbourne, P.Geo., an independent Qualified Person as defined in NI 43-101, has reviewed and approved the contents herein on behalf of the Company.

Red Lake North Property

In February 2021, the Company entered into an option agreement to acquire a 100% interest in the Red Lake North property located in the Red Lake Mining District of Northwestern Ontario.

The property comprises nine contiguous mining claims covering 3,347 hectares and is located approximately 65 kilometres north of the town of Red Lake (see Figure 5). Access is excellent via Nungesser Road, an all-weather road that runs within 1.5 km of the northwestern corner of the property and connects to Red Lake.

• 16 -

In 2021, the Company engaged Orix Geoscience to undertake a geological data compilation and reinterpretation study. The Property has seen little historical exploration with only one registered assessment file from a 2009 regional overburden sampling program conducted by Agnico Eagle Mines that included 123 till samples from the Property of which several assayed >95 percentile for anomalous gold.

==> picture [347 x 260] intentionally omitted <==

Figure 5: The Uchi Subprovince hosts several multi-million-ounce gold deposits

==> picture [353 x 235] intentionally omitted <==

Orix Geoscience was engaged to complete a structural and geological study integrating all historical lithology and geochemistry data with new data from GoldON’s recently completed heliborne highresolution magnetometer (MAG) survey. The result of the Orix study is a far better understanding of the geological and structural framework of the Property that is acutely demonstrated

Figure 6: Comparison of Red Lake North geology interpretation in 2007 (left) versus 2021 acutely demonstrated ( h ) in the comparison of maps from the Ontario Geological Survey (OGS), Open File Report 6210 (OFR 6210) of 2007 and the new Orix study (see Figure 6).

Results of the Orix data compilation and reinterpretation study are as follows:

• 17 -

• A vastly improved geological map that has turned what was previously interpreted as a predominant felsic intrusive suite into a concise stratigraphic and folded layering of various volcanic, ultra-mafic, and felsic intrusive lithologies.

• A prominent deformation/shear zone from 100-750 metres wide is interpreted to be the northern extension E1 structure interpreted by Zeng and Calvert, 2006.

• A D1 deformation event interpreted by north-striking units with regional flattening foliation parallel to the bedding, and stratigraphy-parallel magnetic lineaments correlate highly with narrow low-magnetic zones that can be interpreted as early faults and shear zones.

• A D2 deformation event recognized by F2 north-northwest-trending, tight to isoclinal folds within the interpreted sedimentary rocks and mafic volcanics; as well as northwest and northnorthwest-striking faults and shear zones that crosscut the lithological units and display locally dextral horizontal offset.

• Narrow bands of high magnetic chemical metasedimentary rocks (possibly iron formation), undifferentiated with mafic volcanics are evidently folded by F2. Folded iron formation gold hosted deposits are common in Archean greenstone belts (Musselwhite, Pickle Lake, and Geraldton gold camps).

• Sample distribution from the 2009 overburden sampling program by Agnico-Eagle, does not cover the newly interpreted mafic to intermediate volcanics and possibly metasedimentary rocks. However, considering the ice-flow direction, some anomalous samples could be associated with D2 northwest-striking structures (Figure 7).

==> picture [470 x 169] intentionally omitted <==

==> picture [470 x 86] intentionally omitted <==

Figure 7: Integrated results of Agnico Eagle 2009 overburden sampling program with newly interpreted geology and structure

Orix recommended a prospecting program with a focus on structural geology to further trace prospective units, contacts and structures possibly associated with anomalous gold samples, and

• 18 -

collect structural observations to help verify the reinterpretation.

Mike Kilbourne, P.Geo., an independent Qualified Person as defined in NI 43-101, has reviewed and approved the technical contents herein on behalf of the Company.

Outstanding Share Data

As of the date hereof, the Company has 24,834,292 common shares issued and outstanding. Also as of the date hereof, the Company has outstanding warrants to purchase up to 2,322,283 shares, a summary of which is as follows:

Exercise Price per Share	Expiry Date	Number Outstanding
$1.00	February 19, 2022	69,000
$0.75	September 24, 2022	1,000,000
$0.50	September 24, 2022	45,984
$0.75	December 2, 2022	96,188
$1.35	December 8, 2022	1,111,111
Total		2,322,283

In addition, the Company has options outstanding which may be exercised to purchase a total of 2,045,000 shares, a summary of which is as follows:

Exercise Price Per Share	Expiry Date	Number Outstanding
$0.20	February 21, 2024	570,000
$0.65	July 29, 2024	200,000
$0.41	November 8, 2024	100,000
$0.60	November 24, 2024	1,175,000
Total		2,045,000

Transactions with Related Parties

During the first three months of its 2022 financial year, the Company paid the following fees in respect of the management and administration of the Company:

• a) $15,000 to Anacott Capital Corporation, a private corporation controlled by the Company’s Chief Executive Officer,

• b) $2,250 to Mr. Jeff Smulders, the Company’s Chief Financial Officer,

• c) $6,822 to Compliance Solutions Inc., a corporation controlled by the Company’s Chief Compliance Officer, and

• d) $6,000 to Ms. Colleen-Sue Davis, the Company’s Secretary.

Changes in Accounting Policies Including Initial Adoption

The following standard has not yet been adopted by the Company:

Amendment to IAS 1: Presentation of Financial Statements

In January 2020, the IASB issued amendments to IAS 1 to clarify the requirements for classifying liabilities as current or non-current. The amendments specify that the conditions which exist at the end of a reporting period are those which will be used to determine if a right to defer settlement of a liability exists. The amendments also clarify the situations that are considered a settlement of a liability. The amendments are effective January 1, 2023, with early adoption permitted. The

• 19 -

amendments are to be applied retrospectively. The Company is currently assessing the impact of this amendment.

Financial Instruments and Other Instruments

The fair value of the Company’s reclamation deposits and accounts payable and accrued liabilities approximate their carrying value due to the short-term nature of these instruments unless otherwise noted. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

The Company monitors and manages the risks relating to its financial instruments through analysis of exposures by degree and magnitude of risks. These risks include credit risk, market risk and liquidity risk.

Credit risk

Credit risk refers to the risk that another entity will default on its contractual obligations resulting in financial loss to the Company. As of September 30, 2021, such contractual obligations comprised cash and cash equivalents held with high creditworthy financial institutions in the amount of $828,030 and deposits with or pledged to the Province of British Columbia in the amount of $9,151. Management considers this risk to be negligible.

Market risk

Market risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market prices. The Company does not currently hold any financial instruments that mitigate this risk with respect to its cash and cash equivalents, which as of September 30, 2021 totaled $828,030, nor its marketable securities, which had a fair value at September 30, 2021 of $17,500.

Liquidity risk

Liquidity risk refers to the risk that the Company will not be able to meet its financial obligations when they become due or can only do so at excessive cost. As of September 30, 2021, the Company had working capital of $820,674. Management anticipates that the Company will be able to meet its obligations as they become due.

Other Information

Additional information relating to the Company is available from the Company’s website at www.GoldONResources.com and on SEDAR at www.sedar.com.

ON BEHALF OF THE BOARD

/s/ Michael Romanik

Michael Romanik, President