GOLD X2 MINING INC. — Interim / Quarterly Report 2022

Nov 26, 2021

GOLDSHORE RESOURCES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2021

In Canadian Dollars

GOLDSHORE RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the six months ended September 30, 2021

INTRODUCTION

This management’s discussion and analysis (“MD&A”) presents the financial condition and results of operations of Goldshore Resources Inc. (formerly “Sierra Madre Developments Inc.”) for the six months ended September 30, 2021. This MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements for the six months ended September 30, 2021 and the audited financial statements of Sierra Madre Developments Inc. and the notes thereto for the years ended March 31, 2021 and 2020, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A complements and supplements, but does not form part of, the Company’s condensed consolidated interim financial statements.

This MD&A contains forward-looking statements. Statements regarding the adequacy of cash resources to carry out the Company’s exploration programs or the need for future financing are forward-looking statements. All forward-looking statements, including those not specifically identified herein, are made subject to cautionary language included in this MD&A. Readers are advised to refer to the cautionary language when reading any forward-looking statements.

All dollar amounts contained herein are expressed in Canadian dollars unless otherwise indicated. This MD&A has been prepared as of November 24, 2021.

DESCRIPTION AND OVERVIEW OF BUSINESS

Sierra Madre Developments Inc. (“Sierra Madre”) was incorporated under the Business Corporations Act (British Columbia) on April 30, 2009. On May 31, 2021, Sierra Madre acquired all of the outstanding shares of Goldshore Resources Inc. (“Goldshore Private”) by way of a three-cornered amalgamation, pursuant to the amalgamation agreement dated January 25, 2021, as amended and restated on February 16, 2021, in which a wholly-owned subsidiary of Sierra Madre amalgamated with Goldshore Private (the “Amalgamation”). Goldshore Private survived as a wholly-owned subsidiary of Sierra Madre under the name Moss Lake Project Inc. (“Moss Lake”) (the “Resulting Issuer”). On June 4, 2021, Sierra Madre changed its name to Goldshore Resources Inc. (“Goldshore” or the “Company”) and began trading on the TSX-V under the symbol GSHR.

Goldshore Private has been identified as the accounting acquirer and, accordingly, the Company is considered to be a continuation of Goldshore Private, and the net assets of Sierra Madre at the date of the reverse acquisition are deemed to have been acquired by Goldshore Private.

The Amalgamation will be accounted for in accordance with guidance provided in IFRS 2, Share-based payments, and IFRS 3, Business Combinations. As the Company did not qualify as a business according to the definition in IFRS 3, this Amalgamation does not constitute a business combination; rather, it is treated as an issuance of shares by Goldshore Private for the net assets of the Company and the listing of the Goldshore Private’s shares

The purchase price is allocated as follows:

The purchase price is allocated as follows:
		Amount
Fair value of the Company’s shares	$	2,390,455
(3,677,623 post-consolidation common shares at $0.65 per share)
Fair value of replacement options		302,456
Consideration		2,692,911
Net assets acquired
Cash and restricted cash		9,745,670
Receivables		2,544
Deferred financing costs		881,876
Accounts payable		(313,238)
Subscriptions received		(10,000,000)
Net assets		316,852
Listing expense	$	2,376,059

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GOLDSHORE RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the six months ended September 30, 2021

The Amalgamation was measured at the fair value of the shares that Goldshore Private would have had to issue to the shareholders of the Company, being 3,677,623 common shares, to give the shareholders of the Company the same percentage equity interest in the combined entity that results from the Amalgamation had it taken the legal form if Goldshore Private acquired by the Company.

On August 4, 2020, the Company completed a share consolidation of 1 new share for every 2 outstanding shares and on May 27, 2021, the Company completed a share consolidation of 1 new share for every 6 outstanding shares. All share and per share amounts in this MD&A have been retroactively restated to reflect these consolidations.

On April 3, 2020, the Company announced that it would not be proceeding with the previously announced acquisition of claims in the Urban-Barry Gold Camp area in Quebec, share consolidation and private placement financing. For further details, refer to the Company's February 26, 2021 news release on the Company's profile on www.sedar.com.

MOSS LAKE GOLD PROJECT

On January 25, 2021, the Company entered into a purchase agreement (the “Moss Lake Agreement”) with Moss Lake Gold Mines Ltd. and Wesdome Gold Mines Ltd. (“Wesdome”) to acquire a 100% interest in the Moss Lake gold project located in Ontario, Canada (the “Transaction”).

In exchange for 100% interest in the project, the Company will:

• Pay $12,500,000 cash to Wesdome upon closing (paid);

• Issue common shares with a fair value equal to the greater of a) $19,500,000 and b) 30% of the issued and outstanding common shares of the Company to Wesdome at closing (issued 30,085,000 common shares);

• Issue $20,000,000 in common shares to Wesdome in the form of milestone payments consisting of:

• $5,000,000 within 12 months of closing;

• $7,500,000 upon the earlier of (i) the Company completing an updated Preliminary Economic Assessment (“PEA”) or pre-feasibility study; and (ii) 30 months from closing; and

• $7,500,000 upon the earlier of (i) the Company completing a feasibility study, (ii) the date on which the Company makes a development decision on Moss Lake, and (iii) 48 months from closing.

• Grant to Wesdome a 1.00% net smelter royalty (“NSR”) on all metal production from Moss Lake. The Company shall have the right to repurchase the NSR for (i) $5,000,000 within 30 months of closing or (ii) $7,500,000 between 30 and 48 months after closing. The NSR buyback shall expire if not exercised within 48 months of closing.

• Grant Wesdome representation on the Company’s Board of Directors with two appointees (completed).

The Company paid Wesdome a refundable deposit of $1,000,000 concurrent with executing the Moss Lake Agreement. The deposit was applied to the cash payment due on closing. The future milestone payments totaling $20,000,000 were recorded as an obligation to issue shares on the condensed consolidated interim statement of financial position as at September 30, 2021.

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GOLDSHORE RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the six months ended September 30, 2021

Acquisition and exploration costs incurred to date on Moss Lake are as follows:

	September 30, 2021	September 30, 2021	March 31, 2021	March 31, 2021
Property acquisition costs
Balance, beginning	$	-	$	-
Additions		52,055,250		-
Balance, ending	$	52,055,250	$	-
Exploration and evaluation costs
Balance, beginning	$	-	$	-
Camp costs		185,737		-
Consulting and salaries		846,154		-
Database management		154,650		-
Drilling		476,754		-
Environmental		135,080		-
Geochemistry		87,344		-
Other costs		451,020		-
Balance, ending	$	2,336,739	$	-
Total	$	54,391,989	$	-

FINANCINGS

On February 26, 2021, the Company and Goldshore Private closed brokered private placements by issuing 13,333,335 Flow-Through Subscription Receipts and 23,076,924 Subscription Receipts at a price of $0.75 per Flow-Through Subscription Receipt and $0.65 per Subscription Receipt for total gross proceeds of $25,000,002. The subscriptions received in advance were held in escrow (the “Escrowed Funds”), including $14,359,805 as restricted cash as at March 31, 2021, pending satisfaction of certain conditions (“Escrow Release Conditions”), including the closing of the Amalgamation and receiving conditional approval for the Resulting Issuer’s shares being listed on the TSX-V. On June 1, 2021 the Escrowed Funds were released from escrow concurrent with the completion of the reverse takeover transaction and commencement of trading on the TSX-V. Based on the difference in price between the flow-through and non-flow-through financings, management accounted for the premium paid on the Flow-Through Subscription Receipts on a residual basis as a flow-through premium liability of $1,333,334. During the six months ended September 30, 2021, the Company recorded a recovery of the flow-through premium of $234,169 based on eligible flowthrough exploration expenditures incurred.

In connection with the closing of the private placements, the Company incurred cash share issuance costs and commissions totalling $2,121,927, including $1,068,717 which were recorded as deferred financing costs as at March 31, 2021. Additionally, the Company and Goldshore Private issued a total of 2,036,574 nontransferrable compensation options (“Compensation Options”) to agents. Upon completion of the reverse take over transaction, each Compensation Option was exchanged for one compensation option of the Resulting Issuer, of which 772,650 and 1,263,924 are exercisable for one Resulting Issuer common share at a price of $0.75 and $0.65, respectively, for 24 months after the Escrow Release Date. The total fair value of the Compensation Options was determined to be $731,254 using the Black-Scholes Option Pricing Model using the following assumptions: risk-free rate of 0.30%, expected life of 2 years, volatility factor of 100% and dividend yield of Nil. As at June 30, 2021, the weighted average price and remaining life of the compensation options outstanding was $0.69 per compensation option and 1.92 years, respectively. Of the total fair value of the compensation options, $428,522 was recorded at March 31, 2021 and an additional $302,456 was recorded during the six months ended September 30, 2021.

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GOLDSHORE RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the six months ended September 30, 2021

On November 2, 2021, as previously announced on November 1, 2021, the Company announced that is had entered into an engagement letter with Eventus Capital Corp. as lead agent (the “Lead Agent”) and sole bookrunner on its own behalf and on behalf of a syndicate of agents to be formed (together with the Lead Agent, the “Agents”), in connection with a brokered private placement of flow-through shares (each, a “FT Share”) at a price of $0.65 per FT share, and premium flow-through shares (each, a “Premium FT Share”, and collectively with the FT Shares, the “Offered Shares”) at a price of $0.76 per Premium FT Share (the “Offering”).

On November 23, 2021, the Company closed its previously announced private placement for aggregate gross proceeds of $10,000,000 by issuing 10,810,692 FT Shares at a price of $0.65 for gross proceeds of $7,026,950 and 3,911,908 Premium FT Shares at a price of $0.76 per Premium FT Share for gross proceeds of $2,973,050. In connection with the Offering, the Company has paid to the Agents a cash commission equal to 6% of the gross proceeds of the Offering, of which 3% was paid in cash and 3% was paid through the issuance of 440,179 common shares of the Company at a price of $0.65. In addition, the Company issued to the Agents 880,355 compensation warrants of the Company exercisable for a period of 24 months at an exercise price of $0.65. The Company intends to use the proceeds raised from the offering for future exploration work on the Moss Lake Gold Project.

Stock options

The Company has adopted a 10% rolling Stock Option Plan (the “Plan”). Under the Plan, the Company may grant stock options to directors, officers, employees and consultants of the Company. The vesting terms and conditions of the options are determined by the Board of Directors. As at June 30, 2021, the Company had 7,700,000 stock options outstanding (March 31, 2021 – Nil) with a weighted average exercise price and remaining life of $0.65 per stock option and 4.93 years, respectively.

On June 4, 2021, the Company granted 7,700,000 stock options to management, directors, advisors, employees and consultants. Each stock option is exercisable into one common share of the Company at a price of $0.65 per common share for five years, with 1/3 vesting one year from the grant date, 1/3 vesting two years from the grant date and the final 1/3 vesting three years from the grant date. The fair value of the stock options was determined to be $5,426,778 using the Black-Scholes Option Pricing Model using the following assumptions: risk-free rate of 0.97%, expected life of 5 years, volatility factor of 100% and dividend yield of Nil.

On July 15, 2021, the Company granted 50,000 stock options to employees of the Company. Each stock option is exercisable into one common share of the Company at a price of $0.65 per common share for five years, with 1/3 vesting one year from the grant date, 1/3 vesting two years from the grant date and the final 1/3 vesting three years from the grant date. The fair value of the stock options was determined to be $25,583 using the Black-Scholes Option Pricing Model using the following assumptions: risk-free rate of 0.78%, expected life of 5 years, volatility factor of 100% and dividend yield of Nil.

During the three and six months ended September 30, 2021, the Company recognized $839,065 and $1,075,260, respectively, in stock-based compensation expense. As at September 30, 2021, there were no stock options exercisable.

On November 24, 2021, the Company granted 1,037,500 stock options to management, directors, employees and consultants. Each stock option is exercisable into one common share of the Company at a price of $0.65 per common share for five years, with 1/3 vesting one year from the grant date, 1/3 vesting two years from the grant date and the final 1/3 vesting three years from the grant date.

RESULTS OF OPERATIONS

Three months ended September 30, 2021

The Company recognized a loss of $1,307,276 for the three months ended September 30, 2021. There is no comparative period from which to report results of operations as Goldshore Private, which is the continuing entity after the reverse takeover, was incorporated on October 23, 2020. The main components of the loss for the three months ended September 30, 2021 were stock-based compensation expense of $839,065, shareholder and investor relations expense of $268,619, consulting fees of $236,478 and a recovery of flow-

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GOLDSHORE RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the six months ended September 30, 2021

through premium of $234,169. The stock-based compensation expense related to the vesting of stock options granted to management, directors, advisors, employees and consultants of the Company. Shareholder and investor relations expense and consulting fees were incurred in the normal course of operations and the recovery of flow-through premium was incurred related to the flow-through subscription receipts issued in February 2021.

Six months ended September 30, 2021

The Company recognized a loss of $4,562,522 for the six months ended September 30, 2021. There is no comparative period from which to report results of operations as Goldshore Private, which is the continuing entity after the reverse takeover, was incorporated on October 23, 2020. The main components of the loss for the six months ended September 30, 2021 were listing expense of $2,376,059, stock-based compensation expense of $1,075,260, consulting fees of $353,348, shareholder and investor relations expense of $348,255, property investigation costs of $332,426 and a recovery of flow-through premium of $311,565. The listing expense relates to the transaction with Goldshore Private and property investigation costs are primarily related to expenses incurred on the Moss Lake project prior to May 31, 2021, while stockbased compensation expense related to the vesting of stock options granted to management, directors, advisors, employees and consultants of the Company. Consulting fees and shareholder and investor relations expense were incurred in the normal course of operations and the recovery of flow-through premium was incurred related to the flow-through subscription receipts issued in February 2021.

The following is a summary of the Company's results for the two most recently completed quarters, since the Company’s inception:

Financial Results Net loss for the period Loss per share Balance Sheet Data Cash and restricted cash Total assets Shareholder's equity	Q2 ‘22 Q1 ‘22 Q4 ‘21 Sep30, 2021 Jun 30, 2021 Mar 31, 2021
	1,307,276 3,255,246 750,570 $0.01 $0.10 $0.06 9,905,907 13,185,145 16,585,701 65,035,411 66,189,767 18,730,646 65,539,603 64,007,814 3,536,419

LIQUIDITY AND CAPITAL RESOURCES

Goldshore has no operations that generate cash flows and the Company’s future financial success will depend on the discovery of one or more economic mineral deposits. This process can take years, can consume significant resources and is largely based on factors that are beyond the control of the Company’s management. As at September 30, 2021, the Company’s current assets exceeded its current liabilities by $9,002,111 and had an accumulated deficit of $5,313,092. The Company currently has no source of revenue.

For the foreseeable future, the Company will continue to rely upon its ability to raise financing through the sale of equity. This will be dependent on the Company identifying suitable projects that will attract investors. Which will also require a general positive investor sentiment, which in turn will be influenced by a positive climate for precious metals exploration, a Company’s track record and the experience and calibre of the Company’s management, as well as global economic outlook. There is no assurance that the Company will be able to access equity funding at the times and in the amounts required to meet the Company’s obligations and fund activities.

On March 11, 2020, the World Health Organization characterized the outbreak of a strain of the novel coronavirus (“COVID-19”) as a pandemic which has resulted in a series of public health and emergency measures that have been put in place to combat the spread of the virus. The duration and impact of COVID19 is unknown at this time, and it is not possible to reliably estimate the impact that the length and severity of these developments will have on the financial results and condition of the Company in future periods, including the possible impact on future financing opportunities. There are various community restrictions and

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GOLDSHORE RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the six months ended September 30, 2021

health and safety measures in Ontario, Canada that may prohibit or delay exploration programs from proceeding. Operations will depend on obtaining necessary permits, field supplies, and contractor services, and safeguarding personnel during the outbreak, which may be prohibitive or costly.

Operating Activities

Net cash used by the Company in operating activities for the six month period ended September 30, 2021 was $2,224,917.

Investing Activities

Net cash used in investing activities for the six month period ended September 30, 2021 was $3,975,350, which was due to expenditures incurred on the Moss Lake Gold Project, which were higher than the cash received in the reverse takeover transaction.

Financing Activities

Net cash used in financing activities in the current period was $479,527. The current period cash was used for share issuance costs in connection with the closing of the private placements.

The Company raised net proceeds of approximately $25.0 million in February 2021 through brokered flowthrough and non-flow-through financings. The table below summarized the expected use of proceeds and the actual use of proceeds:

the actual use of proceeds:
February 2021 Financings	February 2021 Expected Use of Proceeds	Actual Use of Proceeds To Date	Variance
Payment pursuant to the Moss Lake Asset Purchase Agreement	$12,500,000	$12,500,000	$Nil
To pay the estimated cost of the recommended Phase 1 exploration program and budget on the Moss Lake Property as outlined in the Technical Report(1)	$14,000,000	$2,336,739	$(11,663,261)
Costs related to the Transaction(2)	$50,000	$250,000	$200,000
Operating expenses for 12 months(3)	$264,500	$396,647	$132,147
Unallocated working capital(4)	$322,260	n/a	n/a

Notes:

• (1) Actual exploration costs are for the six months ended September 30, 2021. The drilling program has only recently commenced, which is the reason for the lower-than-expected costs for the program to date.

• (2) Expected professional fees of $42,500 and filing fees $7,500. Actual professional fees were higher than expected resulting from additional audit, legal and consulting costs largely associated with time delays.

• (3) Estimated operating expenses for the next 12 months include: consulting ($174,000), professional fees ($30,000), insurance ($40,000), filing fees ($14,500) and general and administrative ($6,000). Actual operating expenses for the six months ended September 30, 2021 were $688,315 after deducting one-time and non-cash costs. Actual annualized expenditures are expected to be higher than expensed largely due to higher consulting and professional fees.

• (4) Possible uses of the unallocated working capital: to fund ongoing operations; future due diligence of other mining claims/concessions; Phase II exploration program; and other uses as may be necessary.

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GOLDSHORE RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the six months ended September 30, 2021

RELATED PARTY TRANSACTIONS

Key management personnel is considered to include the Company’s directors and officers. For the six months ended September 30, 2021, the Company incurred the following compensation transactions with key management personnel:

management personnel:
	Six months ended
	September 30, 2021
Consulting services	$ 140,000
Stock-based compensation	682,158
Total	$822,158

At September 30, 2021, the Company owed $23,158 (March 31, 2021 - $Nil) to related parties in respect of services provided to and payments made on behalf of the Company. These amounts are unsecured, noninterest-bearing and have no specific terms of repayment.

OFF-BALANCE SHEET ARRANGEMENTS

The Company did not enter into any off-balance sheet arrangements during the six months ended September 30, 2021.

COMMITMENTS

The Company has not entered into any material contractual commitments as of the date of this MD&A.

PROPOSED TRANSACTIONS

None

SIGNIFICANT ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The critical judgements and estimates that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the financial statements are as follows:

Economic recoverability and probability of future benefits of exploration and evaluation costs

Management has determined that exploration, evaluation and related costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geologic and other technical information, history of conversion of mineral deposits with similar characteristics to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure facilities, evaluation of permitting and environmental issues and local support for the project.

Valuation of stock-based compensation

The Company uses the Black-Scholes option pricing model for valuation of stock-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

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GOLDSHORE RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the six months ended September 30, 2021

Income taxes

The Company recognizes deferred tax assets for deductible temporary differences, unused tax losses and other income tax deductions only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and other income tax deductions can be utilized. In assessing the probability of realizing the income tax benefits of deductible temporary differences, unused tax losses and other income tax deductions, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence.

As at September 30, 2021, the Company has not recognized any deferred tax assets for deductible temporary differences. Changes in any of the above-mentioned estimates can materially affect the amount of income tax assets recognized. In addition, where applicable tax laws and regulations are either unclear or subject to varying interpretations, changes in these estimates can occur that materially affect the amounts of income tax assets recognized. The Company reassesses unrecognized income tax assets at the end of each reporting period.

Flow-Through Premium Liability

Pursuant to the terms of the flow-through share agreements, flow-through shares transfer the tax deductibility of qualifying resources expenditures to investors. On Issuance, the Company bifurcates the flow-through shares into i) a flow-through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and ii) share capital. Upon expenses being incurred, the Company derecognizes the liability on a pro-rata basis and recognizes a deferred tax recovery for the amount of tax reduction renounced to the shareholders.

FINANCIAL AND OTHER INSTRUMENTS

The Company’s financial assets and liabilities are classified as follows:

	September 30, 2021	March 31, 2021
Financial assets:
Fair value through profit or loss
Cash	$ 9,905,907	$ 2,225,896
Restricted cash	-	14,359,805
Financial liabilities:
Amortized cost
Accounts payable and accruedliabilities	$474,039	$171,953

Accounts payable includes amounts due to related parties.

The fair values of the Company’s cash and restricted cash are carried at fair value in accordance with level 1 of the fair value hierarchy. The Company’s accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.

The Company's risk exposures arising from financial instruments and the impact on the Company's financial statements are summarized below:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at September 30, 2021, the Company was exposed to credit risk on its cash. The Company’s cash is held with a high credit quality financial institution in Canada and as at September 30, 2021, management considers its exposure to credit risk to be low.

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GOLDSHORE RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the six months ended September 30, 2021

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining adequate cash and managing its capital and expenditures.

At September 30, 2021, the Company had cash of $9,905,907 and accounts payable and accrued liabilities of $474,039 with contractual maturities of less than one year. The Company had sufficient cash to meet its current liabilities as at September 30, 2021. The Company assessed its liquidity risk as low as at September 30, 2021.

Market risk

The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk. The Company is not exposed to significant currency, interest or other price risk.

OUTSTANDING SHARE DATA

As at the date of this MD&A, the Company had 115,458,038 common shares issued and outstanding, 2,916,839 Compensation Options outstanding, 8,787,500 stock options outstanding and no warrants or other securities convertible into common shares outstanding.

The Company has authorized an unlimited number of common shares without par value.

RISKS AND UNCERTAINTIES

The Company is in the mineral exploration and development business and as such is exposed to a number of risks and uncertainties that are not uncommon to other companies in the same business. Prospective investors should carefully consider the risks described below, together with all of the other information included in this MD&A and the Company’s filing statement dated May 26, 2021 available on SEDAR, before making an investment decision (www. sedar.com).

Some of the possible risks include the following:

• a) The Company currently has no properties nor producing operations and as a consequence, the Company does not generate any operating income or positive cash flow. Its ability to continue as a going concern is entirely dependent upon the Company’s ability to find suitable projects and access public equity markets to raise sufficient capital.

• b) The only source of future funds to source and acquire projects which may become available to the Company is through the sale of equity capital.

• c) Any future equity financings by the Company for the purpose of raising additional capital may result in substantial dilution to the holdings of existing shareholders.

• d) Any future operations of the Company may require added personnel; licenses and permits; and many other potential risks that the Company has no way of determining at this time. As such, there is no assurance that the Company will be successful in obtaining what is required to obtain and operate new activities in the future.

• e) On March 11, 2020, the World Health Organization characterized the outbreak of a strain of the novel coronavirus (“COVID-19”) as a pandemic which has resulted in a series of public health and emergency measures that have been put in place to combat the spread of the virus. The duration and impact of COVID-19 is unknown at this time, and it is not possible to reliably estimate the impact that the length and severity of these developments will have on the financial results and condition of the Company in future periods, including the possible impact on future financing opportunities.

Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

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GOLDSHORE RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the six months ended September 30, 2021

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements contained in this MD&A are “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Forward-looking statements in this MD&A include, among others, statements relating to expectations regarding the exploration and development of the Moss Lake Gold Project, including planned drilling activities, and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company’s business and results of operations; the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company’s securities, regardless of its operating performance; and the impact of COVID-19.

The forward-looking information contained in this MD&A represents the expectations of the Company as of the date of this MD&A and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

This MD&A does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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